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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
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For the Quarterly Period Ended September 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
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 California Street, Torrance, California 90503
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(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 [ ]
As of November 6, 1998, the Company had 5,242,316 shares of Common Stock
outstanding.
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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 25, 1998
INDEX
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<CAPTION>
Part I FINANCIAL STATEMENTS Page
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 25, 1998
and June 30, 1998............................................... 3
Consolidated Statements of Income for the Three Months
Ended September 25, 1998 and 1997.............................. 4
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 25, 1998 and 1997 ....................... 5
Notes to Consolidated Interim Financial Statements ............... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .......................................... 7-10
Item 3. Quantitative and Qualitative Disclosure about Market Risk......... 10
Part II OTHER INFORMATION ......................................................... 11
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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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<CAPTION>
September 25, June 30,
1998 1998
------------ ------------
<S> <C> <C>
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents ...................... $ 5,450,000 $ 8,370,000
Accounts receivable, net ....................... 19,788,000 21,222,000
Inventories .................................... 18,056,000 16,776,000
Prepaid expenses and other ..................... 1,228,000 1,288,000
----------- -----------
Total current assets ............................... 44,522,000 47,656,000
Property, plant and equipment, net ................. 35,162,000 35,676,000
Other .............................................. 1,464,000 1,643,000
----------- -----------
Total assets ....................................... $81,148,000 $84,975,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable ............................... $ 9,993,000 $14,724,000
Accrued expenses ............................... 3,281,000 3,610,000
Current portion of long-term debt .............. 62,000 62,000
----------- -----------
Total current liabilities .......................... 13,336,000 18,396,000
Long-term debt ..................................... 2,103,000 2,123,000
Deferred income taxes .............................. 2,693,000 2,725,000
Shareholders' equity ............................... 63,016,000 61,731,000
----------- -----------
Total liabilities and shareholders' equity ......... $81,148,000 $84,975,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these interim financial
statements.
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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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<CAPTION>
Three months ended
September 25,
------------------------------------
1998 1997
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Revenues.................................................... $22,595,000 $20,438,000
Cost of sales .............................................. 13,545,000 12,427,000
----------- -----------
Gross profit ........................................... 9,050,000 8,011,000
----------- -----------
Operating expenses
Selling, general and administrative .................... 6,272,000 5,669,000
Research and development ............................... 678,000 567,000
----------- -----------
Total operating expenses ............................... 6,950,000 6,236,000
----------- -----------
Operating income ........................................... 2,100,000 1,775,000
Interest expense ........................................... 51,000 69,000
Interest income ............................................ 106,000 109,000
----------- -----------
Income before taxes on income .............................. 2,155,000 1,815,000
Taxes on income ............................................ 797,000 673,000
----------- -----------
Net income ................................................. $ 1,358,000 $ 1,142,000
=========== ===========
Basic net income per share ................................. $ 0.26 $ 0.22
=========== ===========
Diluted net income per share ............................... $ 0.26 $ 0.21
=========== ===========
Basic weighted average number of shares outstanding ........ 5,257,000 5,250,000
=========== ===========
Diluted weighted average number of shares
outstanding .......................................... 5,317,000 5,411,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the interim financial statements.
4
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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
Three months ended
Increase (Decrease) in Cash and Cash Equivalents September 25,
------------------------------------
1998 1997
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Operating activities
Net income .................................... $ 1,358,000 $ 1,142,000
Depreciation and amortization ................. 1,174,000 901,000
Gain on sale of equipment ..................... -- (1,000)
Net change in operating assets and
liabilities.................................. (4,873,000) (4,455,000)
----------- -----------
Net cash used in operating activities ............. (2,341,000) (2,413,000)
----------- -----------
Investing activities
Capital expenditures .......................... (660,000) (1,808,000)
Distributions from partnerships ............... 174,000 --
Other ......................................... -- (21,000)
----------- -----------
Net cash used in investing activities ............. (486,000) (1,829,000)
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Financing activities
Proceeds from issuance of common stock under
stock option plan ......................... -- 25,000
Payments to acquire treasury stock ............ (73,000) --
Debt repayments ............................... (20,000) (14,000)
----------- -----------
Net cash provided by (used in) financing
activities .................................... (93,000) 11,000
----------- -----------
Net decrease in cash and cash equivalents ......... (2,920,000) (4,231,000)
Cash and Cash Equivalents at beginning of period .. 8,370,000 9,744,000
=========== ===========
Cash and Cash Equivalents at end of period ........ $ 5,450,000 $ 5,513,000
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest ...................................... $ 51,000 $ 69,000
=========== ===========
Income taxes .................................. $ 525,000 $ 525,000
=========== ===========
</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 September 25, 1998 and for the three month period ended September
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, 1998 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, 1998 (File No.
0-24802). Certain amounts have been reclassified to conform to the September 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, 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, 1998 are not necessarily indicative of
the results that may be expected for the fiscal year ending June 30, 1999.
NOTE 2 - INVENTORIES
Inventories at September 25, 1998 and June 30, 1998 consisted of the following:
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September 25, June 30,
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(Unaudited)
Raw materials ........... $ 11,765,000 $ 10,493,000
Work in process ......... 710,000 930,000
Finished goods .......... 5,581,000 5,353,000
-------------- --------------
$ 18,056,000 $ 16,776,000
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Item 2. Management's Discussion and Analysis of Financial Condition 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, 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, shock absorbers and
other performance components for most domestic V8 and selected V6 engines. In
addition, the Company offers performance aftermarket manifolds, camshafts,
cylinder heads, air cleaners, and carburetors for Harley-Davidson and other
selected brand motorcycles. The Company currently offers over 1,800 performance
automotive and motorcycle aftermarket parts for street, off-road, recreational
and competition vehicle use.
In early 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 a
variety of two-and four-wheel drive applications for Ford, Chevrolet and
Chrysler 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 the product mix of the
Company's sales during the period.
Manufacturing Capacity
During the most recent peak manufacturing period, the Company used substantially
all of its manufacturing capability for producing its specialty performance
automotive and motorcycle aftermarket parts.
In September 1998, the Company announced its intent to construct a 65,950 square
foot distribution facility on Company-owned property adjacent to its exhaust
system and shock absorber production facility in Torrance, California. The
Company expects this facility to be fully operational in July 1999.
Seasonality
The Company's sales are subject to seasonal variations. Customer orders and
sales are greatest in the second, 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.
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THREE MONTHS ENDED SEPTEMBER 25, 1998, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 25, 1997:
Revenues
Revenues increased 10.6% to $22.6 million for the three months ended September
25, 1998 from $20.4 million for the same period of 1997. This increase was
primarily the result of an increase of approximately $569,000, or 32.5%, in the
sale of aluminum cylinder heads, an increase of approximately $794,000, or
13.1%, in the sale of intake manifolds and an increase of approximately $493,000
or 181.0%, from the Company's new line of RICOR patented Performer IAS(TM) shock
absorbers over the similar period of 1997.
Cost of Sales
Cost of sales increased 9.0% to $13.5 million for the three months ended
September 25, 1998 from $12.4 million for the same period of 1997. As a percent
of revenues, cost of sales decreased to 59.9% for the three months ended
September 25, 1998 from 60.8% for the same period of 1997. The decrease in cost
of sales as a percent of revenues was due to a change in product mix toward
Company manufactured products for which the Company achieves higher margins.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 10.6% to $6.3 million for
the three months ended September 25, 1998 from $5.7 million for the same period
of 1997. As a percent of sales, selling, general and administrative expense
increased to 27.8% for the three months ended September 25, 1998 from 27.7% 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, and costs associated with the Company's continuing
efforts toward the implementation of the QS9000 quality standard.
Research and Development Expense
Research and development expense increased 19.6% to $678,000 for the three
months ended September 25, 1998 from $567,000 for the same period of 1997. As a
percent of sales, research and development expense increased to 3.0% for the
three months ended September 25, 1998 from 2.8% for the same period of 1997. The
increase was primarily due to the addition of personnel to the Company's
research and development staff and an increase in depreciation expense relating
to R & D equipment acquisitions.
Interest Expense
Interest expense decreased 26.1% to $51,000 for the three months ended September
25, 1998 from $69,000 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 2.8% to $106,000 for the three months ended September
25, 1998 from $109,000 for the same period in 1997. The decrease was primarily
due to a decrease in the balance of invested funds.
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Taxes on Income
The provision for income taxes increased to $797,000 for the three months ended
September 25, 1998 from $673,000 for the 1997 period. The effective tax rate for
both the 1998 and 1997 periods was approximately 37%.
Net Income
The Company's net income for the three months ended September 25, 1998 increased
18.9% to $1.4 million from $1.1 million for the same period of 1997. 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 $2.0 million
revolving credit facility ("Revolving Credit Facility") which expires on
February 1, 1999. The Company expects renewal of this credit facility prior to
expiration. 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 $6.5 - $8.0 million in fiscal year 1999 primarily
for construction of its new distribution facility and additional capital
equipment to increase production capacity.
YEAR 2000 COMPLIANCE
Computers, software and other equipment utilizing microprocessors that use
only two digits to identify a year in a date field may be unable to process
accurately certain date-based information at or after the year 2000. This is
commonly referred to as the "Year 2000 issue," and the Company is addressing
this issue on several different fronts. First, the Company has requested Year
2000 compliance certification from each of its major vendors and suppliers for
their hardware or software products and for their internal business applications
and processes. Second, the Company has established a separate team to coordinate
solutions to the Year 2000 issue for its own internal information systems, with
a goal of having all of its internal systems Year 2000 compliant by the end of
1998, although no assurances are made that this goal will be met. As part of its
initial phase of its Year 2000 readiness, the Company installed Oracle
applications and database. In order to complete the Year 2000 readiness program
for it's information systems, the Company in October 1998, began the upgrade of
its existing Oracle applications (Version 10.6) to release 10.7. The Company
does not anticipate that amounts incurred in connections with Year 2000
compliance program will be material to its financial condition or results of
operations and anticipates completing the upgrade by December 1998. The Company
does not believe that its business will be adversely affected by the Year 2000
issue in any material respect. Nevertheless, achieving Year 2000 compliance is
dependent on many factors, some of which are not completely within the Company's
control, including without limitation, the availability and cost of trained
personnel and effectiveness of software upgrades used by the Company and its
vendors and suppliers. Should either the Company's internal systems or the
internal systems of one or more significant vendors or suppliers fail to achieve
Year 2000 compliance, the Company's business and its results of operations could
be adversely affected. For Year 2000 issues which, if not timely resolved, could
have a significant impact on the Company's operations, the Company intends to
develop contingency plans. Those plans will
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be designed to minimize the impact of failure to achieve Year 2000 compliance.
Those contingency plans are expected to be reasonably developed in early
calendar 1999.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Any statements set forth above which are not historical facts are
forward-looking statements that involve known and unknown risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Potential risks and uncertainties include such
factors as the financial strength and competitive pricing environment of the
automotive and motorcycle aftermarket industries, product demand, market
acceptance, manufacturing efficiencies, new product development, the success of
planned advertising, marketing and promotional campaigns, the success of the
Company's, its vendors', and its suppliers' Year 2000 compliance programs and
other risks identified herein and in other documents filed by the Company with
the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company's exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under the
Company's Revolving Credit Facility with Bank of America, NT & SA. The Company's
Revolving Credit Facility is a $2 million line of credit with an interest rate
based on the prime rate (currently 8.0%). It expires on February 1, 1999.
Because the interest rate on the Revolving Credit Facility is variable, the
Company' cash flow may be affected by increases in the prime rate. Management
does not believe that any risk inherent in the variable rate nature of the loan
is likely to have a material effect on the Company. As of September 25, 1998,
the Company's outstanding balance on the Revolving Credit Facility was zero.
Even if the Company were to draw down on the line prior to its expiration and an
unpredicted increase in the prime rate occurred, it would not likely have a
material effect.
Sensitivity Analysis
To assess exposure to interest rate changes, the Company has performed a
sensitivity analysis assuming the Company had a $1 million balance outstanding
under the Revolving Line of Credit. The monthly interest payment, if the rate
stayed constant, would be $6,666. If the prime rate rose 100 basis points, the
monthly interest payment would equal $7,500. The Company does not believe the
risk resulting from such fluctuations is material nor that the payment required
would have a material effect on cash flow.
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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
(a) Exhibits
27.1 Financial Data Schedule
(b) There were no reports on Form 8-K filed during the three months ended
September 25, 1998.
11
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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: November 6, 1998 JEFFREY L. THOMPSON
------------------------------------
Jeffrey L. Thompson
Executive Vice President,
Chief Operating Officer and
Director
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-25-1998
<CASH> 5,450,000
<SECURITIES> 0
<RECEIVABLES> 20,288,000
<ALLOWANCES> 500,000
<INVENTORY> 18,056,000
<CURRENT-ASSETS> 44,522,000
<PP&E> 58,733,000
<DEPRECIATION> 23,571,000
<TOTAL-ASSETS> 81,148,000
<CURRENT-LIABILITIES> 13,336,000
<BONDS> 2,103,000
0
0
<COMMON> 52,400
<OTHER-SE> 62,963,600
<TOTAL-LIABILITY-AND-EQUITY> 81,148,000
<SALES> 22,595,000
<TOTAL-REVENUES> 22,595,000
<CGS> 13,545,000
<TOTAL-COSTS> 13,545,000
<OTHER-EXPENSES> 6,950,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 51,000
<INCOME-PRETAX> 2,155,000
<INCOME-TAX> 797,000
<INCOME-CONTINUING> 1,358,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,358,000
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
