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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 March 25, 1998 Commission File Number 34-24802
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EDELBROCK CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0627520
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(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
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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
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As of May 8, 1998, the Company had 5,256,616 shares of Common Stock outstanding.
1
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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 25, 1998
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
Part I FINANCIAL STATEMENTS
Item 1. Interim Financial Statements
Condensed Consolidated Balance Sheets as of March 25, 1998
and June 30, 1997............................................................ 3
Consolidated Statements of Income for the Three Months
and Nine Months Ended March 25, 1998 and 1997............................... 4
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended March 25, 1998 and 1997 ......................................... 5
Notes to Consolidated Financial Statements ..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ....................................................... 7-11
Part II OTHER INFORMATION ....................................................... 12
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</TABLE>
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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 25, June 30,
1998 1997
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents....................................... $6,986,000 $9,744,000
Accounts receivable, net ....................................... 20,252,000 19,876,000
Inventories .................................................... 15,868,000 13,048,000
Prepaid expenses and other...................................... 960,000 1,203,000
----------- -----------
Total current assets................................................. 44,066,000 43,871,000
Property, plant and equipment, net................................... 35,114,000 31,918,000
Other ............................................................... 1,612,000 2,079,000
----------- -----------
Total assets ....................................................... $80,792,000 $77,868,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable................................................ $13,740,000 $13,444,000
Accrued expenses ............................................... 2,381,000 3,023,000
Current portion of long-term debt ............................. 979,000 976,000
----------- -----------
Total current liabilities............................................ 17,100,000 17,443,000
Long-term debt....................................................... 2,134,000 2,178,000
Deferred income taxes ............................................... 2,375,000 2,597,000
Shareholders' equity ................................................ 59,183,000 55,650,000
----------- -----------
Total liabilities and shareholders' equity .......................... $80,792,000 $77,868,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
3
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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 25, March 25,
---------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues........................................ $22,837,000 $20,619,000 $66,080,000 $60,120,000
Cost of sales................................... 13,697,000 12,474,000 40,305,000 36,430,000
----------- ----------- ----------- -----------
Gross profit............................... 9,140,000 8,145,000 25,775,000 23,690,000
----------- ----------- ----------- -----------
Operating expenses
Selling, general and administrative........ 5,699,000 5,099,000 16,771,000 15,003,000
Research and development................... 590,000 605,000 1,765,000 1,761,000
Write-off of uncollectible receivable...... -0- -0- 1,878,000 -0-
----------- ----------- ----------- -----------
Total operating expenses.................. 6,289,000 5,704,000 20,414,000 16,764,000
----------- ----------- ----------- -----------
Operating income................................ 2,851,000 2,441,000 5,361,000 6,926,000
Interest expense................................ 68,000 86,000 206,000 260,000
Interest income................................. 29,000 21,000 221,000 241,000
Other income.................................... -0- 273,000 -0- 277,000
----------- ----------- ----------- -----------
Income before taxes on income................... 2,812,000 2,649,000 5,376,000 7,184,000
Taxes on income................................. 1,040,000 980,000 1,989,000 2,658,000
----------- ----------- ----------- -----------
Net income ..................................... $1,772,000 $1,669,000 $3,387,000 $4,526,000
=========== =========== =========== ===========
Basic net income per share ..................... $0.34 $0.32 $0.65 $0.86
=========== =========== =========== ===========
Diluted net income per share ................... $0.33 $0.31 $0.63 $0.85
=========== =========== =========== ===========
Basic weighted average number
of shares outstanding .......................... 5,253,000 5,246,000 5,251,000 5,243,000
=========== =========== =========== ===========
Diluted weighted average number
of shares outstanding .......................... 5,398,000 5,323,000 5,398,000 5,311,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
Increase (Decrease) in Cash and Cash Equivalents March 25,
---------------------------
1998 1997
---------- ----------
<S> <C> <C>
Operating activities
Net income ..................................................... $3,387,000 $4,526,000
Write-off of uncollectible receivable .......................... 1,878,000 -0-
Depreciation and amortization................................... 3,130,000 2,888,000
Net change in operating assets and liabilities.................. (5,503,000) (7,049,000)
---------- ----------
Net cash provided by operating activities ........................... 2,892,000 365,000
---------- ----------
Investing activities
Capital expenditures............................................ (6,111,000) (6,022,000)
Other .......................................................... 357,000 222,000
---------- ----------
Net cash used in investing activities ............................... (5,754,000) (5,800,000)
---------- ----------
Financing activities
Proceeds from issuance of common stock
under stock option plan .................................... 146,000 78,000
Debt repayments ................................................ (42,000) (37,000)
---------- ----------
Net cash provided by financing activities ...................... 104,000 41,000
---------- ----------
Net decrease in cash and cash equivalents ........................... (2,758,000) (5,394,000)
Cash and cash equivalents at beginning of period..................... 9,744,000 8,771,000
========== ==========
Cash and cash equivalents at end of period .......................... $6,986,000 $3,377,000
========== ==========
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest........................................................ $206,000 $260,000
========== ==========
Income taxes.................................................... $1,869,000 $2,611,000
========== ==========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated interim financial statements of Edelbrock Corporation (the
"Company") at March 25, 1998 and for the three and nine month periods ended
March 25, 1998, are unaudited, but include all adjustments (consisting only of
normal recurring adjustments) which the Company considers necessary for a fair
presentation. The June 30, 1997 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, 1997 (File No.
0-24802). Certain amounts have been reclassified to conform to the March 25,
1998 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 for a
complete presentation, 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 and nine month periods ended March 25,
1998 are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 1998.
NOTE 2 - INVENTORIES
Inventories at March 25, 1998 and June 30, 1997 consisted of the following:
<TABLE>
<CAPTION>
March 25, June 30,
----------- -----------
(Unaudited)
<S> <C> <C>
Raw materials ................................ $10,394,000 $8,005,000
Work in process .............................. 1,646,000 948,000
Finished goods ............................... 3,828,000 4,095,000
=========== ===========
$15,868,000 $13,048,000
=========== ===========
</TABLE>
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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 three and nine months
ended March 25, 1998. 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, Performer IAS Shock
Absorbers and other performance components for most domestic V8 and selected V6
engines. The Company currently offers over 1,800 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 and
offroad motorcycles.
In May 1997, the Company entered the performance shock absorber aftermarket
utilizing RICOR Racing and Development, L.P.'s patented "inertia sensitive
system." The Company is currently producing shock absorbers for approximately
100 different two-and four-wheel drive applications for Ford, Chevrolet,
Chrysler and various foreign manufactured vehicles.
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 December 1996, the Company completed construction of a new 45,000 square-foot
facility on Company owned property contiguous to its current Exhaust facility in
Torrance, California. This facility is being utilized for the manufacture of
performance aftermarket shock absorbers, to expand exhaust system manufacturing
and to house additional corporate expansion including warehouse overflow.
In July 1997, the Company completed construction of 12,000 and 15,000 square
foot facilities on Company owned property at its foundry location in San
Jacinto, California. The 12,000 square foot facility is being utilized for
additional Foundry warehouse space and the 15,000 square foot facility houses
the Company's "QwikSilver" motorcycle parts division, which was relocated from
Apple Valley, California.
On July 1997, the Company also purchased 3.29 acres of improved land on two lots
for approximately $1.6 million. These properties will be utilized for future
corporate expansion and are located adjacent to the Company-owned Exhaust and
Shock Absorber facilities.
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Seasonality
The Company's sales are subject to seasonal variations. Customer orders and
sales are typically 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.
THREE MONTHS ENDED MARCH 25, 1998, COMPARED TO THREE MONTHS ENDED
MARCH 25, 1997:
Revenues
Revenues increased 10.8% to $22.8 million for the three months ended March 25,
1998 from $20.6 million for the same period of 1997. This increase was primarily
the result of an increase of approximately $.5 million, or 6.6%, in the sale of
Edelbrock Performer Series carburetors; an increase of approximately $.3
million, or 21.6%, in the sale of aluminum automotive cylinder heads, and an
increase of approximately $.8 million, or 13.1%, in the sale of aluminum
automotive intake manifolds.
Cost of Sales
Cost of sales increased 9.8% to $13.7 million for the three months ended March
25, 1998 from $12.5 million for the same period of 1997. As a percent of
revenues, cost of sales decreased to 60.0% for the three months ended March 25,
1998 from 60.5% for the same period of 1997. This decrease in cost of sales was
primarily due to an increase in sales of company manufactured product for which
the company achieves a higher margin.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 11.8% to $5.7 million for
the three months ended March 25, 1998 from $5.1 million for the same period of
1997. This increase was primarily due to increased advertising expense and sales
commissions associated with increased sales and costs associated with the
installation of a new Oracle database system and the company-wide implementation
of the QS 9000 quality standard. As a percent of revenues, selling, general and
administrative expense increased to 25.0% for the three months ended March 25,
1998 from 24.7% for the same period of 1997.
Research and Development Expense
Research and development expense decreased 2.5% to $590,000 for the three months
ended March 25, 1998 from $605,000 to the same period of 1997. As a percent of
revenues, research and development expense decreased to 2.6% for the three
months ended March 25, 1998 from 2.9% for the same period of 1997.
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Interest Expense
Interest expense decreased 20.9% to $68,000 for the three months ended March 25,
1998 from $86,000 for the same period of 1997. The decrease was primarily due to
a decrease in the principal amount of average debt outstanding.
Interest Income
Interest income increased to $29,000 for the three months ended March 25, 1998
compared to $21,000 in the same period for 1997.
Taxes on Income
The provision for income taxes increased to $1.0 million for the three months
ended March 25, 1998 from $980,000 for the 1997 period. The effective tax rate
for both periods was approximately 37%.
Net Income
The Company's net income for the three months ended March 25, 1998 increased
6.2% to $1.8 million from $1.7 million for the same period of 1997. This
increase was primarily the result of the items mentioned above.
NINE MONTHS ENDED MARCH 25, 1998, COMPARED TO NINE MONTHS ENDED
MARCH 25, 1997
Revenues
Revenues increased 9.9% to $66.1 million for the nine months ended March 25,
1998 from $60.1 million for the same period of 1997. This increase was primarily
the result of an increase of approximately $.3 million, or 18.2%, in the sale of
exhaust system components, an increase of approximately $1.6 million, or 40.7%,
in the sale of aluminum automotive cylinder heads, and an increase of
approximately $2.0 million, or 12.0%, in the sale of aluminum automotive intake
manifolds.
Cost of Sales
Cost of sales increased 10.6% to $40.3 million for the nine months ended March
25, 1998 from $36.4 million for the same period of 1997. As a percent of
revenues, cost of sales increased to 61.0% for the nine months ended March 25,
1998 from 60.6% for the same period of 1997. This increase in cost of sales was
primarily due to an increase in labor costs and depreciation expense associated
with the acquisition of new manufacturing capital equipment.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 11.8% to $16.8 million for
the nine months ended March 25, 1998 from $15.0 million for the same period of
1997. As a percent of revenues, selling, general and administrative expense
increased to 25.4% for the nine months ended March 25, 1998 from 25.0% for the
same period of 1997. This increase was due primarily to increased sales
commissions and freight costs associated with increased sales, increases in
advertising expenditures, expenditures relating to the Company's new line of
Performer IAS shock absorbers, costs associated with the Company's continuing
efforts toward the implementation of the QS9000 quality standard, expenses
relating to the relocation of the QwikSilver division.
9
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Research and Development Expense
Research and development expense increased slightly to $1.8 million for the nine
months ended March 25, 1998 compared to the same period of 1997. As a percent of
revenues, research and development expense decreased to 2.7% for the nine months
ended March 25, 1998 from 2.9% for the same period of 1997.
Write-off of Uncollectible Receivable
In December 1997, the Company wrote-off approximately $1.9 million of unsecured
trade receivables relating to Super Shops, Inc. who filed for voluntary
petitions for reorganization under Chapter 11 of the Federal Bankruptcy Code in
September 1997 and further obtained court approval in February 1998 to begin a
"going out of business sale" under Chapter 11 of the Federal Bankruptcy Code.
Interest Expense
Interest expense decreased 20.8% to $206,000 for the nine months ended March 25,
1998 from $260,000 for the same period of 1997. The decrease was primarily due
to a decrease in the principal amount of average debt outstanding.
Interest Income
Interest income decreased 8.3 % to $221,000 for the nine months ended March 25,
1998 from $241,000 for the same period in 1997. This decrease was primarily due
to a decrease in the balance of the Company's excess working capital
investments.
Taxes on Income
The provision for income taxes decreased to $2.0 million for the nine months
ended March 25, 1998 from $2.7 million for the 1997 period. The effective tax
rate for both periods was approximately 37%.
Net Income
The Company's net income for the nine months ended March 25, 1998 decreased
25.2% to $3.4 million from $4.5 million for the same period of 1997. This
decrease was primarily the result of the write-off of the uncollectible
receivable 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 $2.0 million
revolving credit facility ("Revolving Credit Facility") which expires on
February 1, 1999. 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.
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The Company believes that funds generated from future 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 $7.5 million in fiscal year 1998 primarily
for the purchase of additional machinery and equipment for the Company's newly
constructed shock absorber facility, additional capital equipment to increase
the Company's production capacity and costs associated with converting the
Company's hardware and software systems to an Oracle "on-line" client-server
database operating on a Hewlett-Packard HP9000 server which was implemented in
January 1998.
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.
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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
Exhibits
27.1Financial Data Schedule
Reports on Form 8-K
None.
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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: May 8, 1998 JEFFREY L. THOMPSON
---------------------------
Jeffrey L. Thompson
Executive Vice President,
Chief Operating Officer and
Director
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> MAR-25-1998
<CASH> 6,986,000
<SECURITIES> 0
<RECEIVABLES> 22,130,000
<ALLOWANCES> 1,878,000
<INVENTORY> 15,868,000
<CURRENT-ASSETS> 44,066,000
<PP&E> 56,874,000
<DEPRECIATION> 21,760,000
<TOTAL-ASSETS> 80,792,000
<CURRENT-LIABILITIES> 17,100,000
<BONDS> 2,133,000
0
0
<COMMON> 52,400
<OTHER-SE> 59,130,600
<TOTAL-LIABILITY-AND-EQUITY> 80,792,000
<SALES> 66,080,000
<TOTAL-REVENUES> 66,080,000
<CGS> 40,305,000
<TOTAL-COSTS> 40,305,000
<OTHER-EXPENSES> 18,536,000
<LOSS-PROVISION> 1,878,000
<INTEREST-EXPENSE> 206,000
<INCOME-PRETAX> 5,376,000
<INCOME-TAX> 1,989,000
<INCOME-CONTINUING> 3,387,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,387,000
<EPS-PRIMARY> 0.65
<EPS-DILUTED> 0.63
</TABLE>
