SMC CORP
10-Q, 1999-11-17
MOTOR VEHICLES & PASSENGER CAR BODIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended October 2, 1999

                           Commission File No. 0-25390


                                 SMC CORPORATION

             (Exact name of Registrant as specified in its charter)


               Oregon                                      93-0939076

    (State or other jurisdiction of                      (IRS Employer
     incorporation or organization)                   Identification No.)


         20545 Murray Road
            Bend, Oregon                                     97701

(Address of principal executive offices)                   (Zip Code)


                                 (541) 995-8214

              (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 report), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

The number of outstanding shares of Common Stock at November 4, 1999: 5,780,599


<PAGE>
                                 SMC CORPORATION
                               INDEX TO FORM 10-Q

                                                                            Page

Part I - Financial Information

    Item 1.  Financial Statements

             Consolidated Balance Sheet - December 31, 1998 and
             October 2, 1999...............................................  3

             Consolidated Statement of Operations - Three Months
             Ended September 30, 1998 and October 2, 1999..................  4

             Consolidated Statement of Operations - Nine Months
             Ended September 30, 1998 and October 2, 1999..................  5

             Consolidated Statement of Changes in Shareholders'
             Equity - Year Ended December 31, 1998 and Nine
             Months Ended October 2, 1999..................................  6

             Consolidated Statement of Cash Flows - Nine Months
             Ended September 30, 1998 and October 2, 1999..................  7

             Notes to Consolidated Financial Statements....................  8

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations........................... 10

Part II - Other Information

    Item 4.  Submission of Matters to a Vote of Security Holders .......... 14

    Item 5.  Other Information............................................. 14

    Item 6.  Exhibits and Reports on Form 8-K.............................. 14

Signatures................................................................. 15

Exhibit Index.............................................................. 16

                                       2
<PAGE>
                         Part I - Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>
SMC Corporation
Consolidated Balance Sheet
(in thousands)
- -----------------------------------------------------------------------------------------------------------
                                                                                December 31,      October 2,
                                                                                       1998            1999
                                                                                -----------     -----------
                                                                                                (unaudited)
<S>                                                                             <C>             <C>
Assets
 Current assets:
 Cash and cash equivalents                                                      $     1,310     $       208
 Accounts receivable, net                                                            12,857           6,380
 Inventories (Note 2)                                                                26,715          47,967
 Prepaid expenses and other                                                             530             416
Prepaid  taxes                                                                          897             280
 Deferred tax asset                                                                   3,144           3,144
                                                                                -----------     -----------
      Total current assets                                                           45,453          58,395
Property, plant and equipment, net                                                   20,551          13,949
Intangible assets, net                                                                1,942           1,802
Other assets                                                                             74              51
                                                                                -----------     -----------
     Total assets                                                               $    68,020     $    74,197
                                                                                ===========     ===========
Liabilities and shareholders' equity Current liabilities:
  Notes payable                                                                 $        --     $     7,334
  Current portion of long-term debt                                                     953             357
  Accounts payable                                                                   24,789          23,280
  Product warranty liabilities                                                        3,766           3,776
  Current portion of capital lease obligation                                            19              19
  Accrued liabilities                                                                 6,965           7,053
                                                                                -----------     -----------
     Total current liabilities                                                       36,492          41,819
Long-term debt, net of current portion                                                7,353           8,699
Capital lease obligation, less current portion                                           38              24
Deferred income taxes                                                                   928             928
                                                                                -----------     -----------
     Total liabilities                                                               44,811          51,470
                                                                                -----------     -----------
Shareholders' equity:
  Preferred stock, 5,000 shares authorized, none issued or outstanding                   --              --
  Common stock, 30,000 shares authorized, 5,890 and 5,780 shares issued               9,604           9,033
    and outstanding
 Additional paid-in capital                                                           1,472           1,472
 Retained earnings                                                                   12,133          12,222
                                                                                -----------     -----------
      Total shareholders' equity                                                     23,209          22,727
                                                                                -----------     -----------
Total liabilities and shareholders' equity                                      $    68,020     $    74,197
                                                                                ===========     ===========


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
- ----------------------------------------------------------------------------------------------


                                                                     Three Months Ended
                                                                  September 30,      October 2,
                                                                          1998            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Sales                                                             $     50,276    $     46,711
Cost of sales                                                           47,483          41,699
                                                                  ------------    ------------
Gross profit                                                             2,793           5,012
Selling, general and administrative expenses                             4,796           4,513
Litigation and settlement costs                                          1,599             705
                                                                  ------------    ------------
Loss from operations                                                    (3,319)           (489)
Interest expense                                                           196             416
Other income (loss), net                                                   505          (1,122)
                                                                  ------------    ------------
(Loss) income before provision for taxes                                (4,020)            217
Income tax (benefit) expense                                            (1,538)             87
                                                                  ------------    ------------
Net (loss) income                                                 $     (2,482)   $        130
                                                                  ============    ============
Net (loss) income per share - basic                               $      (0.38)   $       0.02
                                                                  ============    ============
Net (loss) income per share - diluted                             $      (0.38)   $       0.02
                                                                  ============    ============
Weighted average number of shares - basic                                6,499           5,839
                                                                  ============    ============
Weighted average number of shares - diluted                              6,499           5,841
                                                                  ============    ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
- ----------------------------------------------------------------------------------------------


                                                                      Nine Months Ended
                                                                September 30,        October 2,
                                                                        1998              1999
                                                                ------------      ------------
<S>                                                             <C>               <C>
Sales                                                           $    150,406      $    157,327
Cost of sales                                                        135,738           141,962
                                                                ------------      ------------
Gross profit                                                          14,668            15,365
Selling, general and administrative expenses                          12,984            13,593
Litigation and settlement costs                                        2,254             1,981
                                                                ------------      ------------
Loss from operations                                                    (570)             (209)
Interest expense                                                         552             1,060
Other income (loss), net                                                  91            (1,417)
                                                                ------------      ------------
(Loss) income before provision for taxes                              (1,213)              148
Income tax (benefit) expense                                            (486)               59
                                                                ------------      ------------
Net (loss) income                                               $       (727)     $         89
                                                                ============      ============
Net (loss) income per share - basic                             $      (0.11)     $       0.02
                                                                ============      ============
Net (loss) income per share - diluted                           $      (0.11)     $       0.02
                                                                ============      ============
Weighted average number of shares - basic                              6,495             5,839
                                                                ============      ============
Weighted average number of shares - diluted                            6,519             5,841
                                                                ============      ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
(in thousands)
- --------------------------------------------------------------------------------------------------------


                                              Common Stock          Additional
                                        -----------------------        paid-in     Retained
                                            Shares       Amount        capital     earnings        Total
                                        ----------   ----------     ----------   ----------   ----------
<S>                                          <C>     <C>            <C>          <C>          <C>
Balance, December 31, 1997                   6,343   $   10,810     $    1,488   $   11,995   $   24,293
Net income                                      --           --             --          409          409
Common stock issued upon exercise
 of common stock options                       252        1,954             --           --        1,954
Stock repurchase                              (705)      (3,160)           (16)        (271)      (3,447)
                                        ----------   ----------     ----------   ----------   ----------
Balance, December 31, 1998                   5,890        9,604          1,472       12,133       23,209
                                        ----------   ----------     ----------   ----------   ----------
Net income                                      --           --             --           89           89
Stock repurchase                              (110)        (571)            --           --         (571)
                                        ----------   ----------     ----------   ----------   ----------
Balance, October 2, 1999                     5,780        9,033          1,472       12,222       22,727
                                        ==========   ==========     ==========   ==========   ==========


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
SMC Corporation
Consolidated Statement of Cash Flows (unaudited)
(in thousands)
- ------------------------------------------------------------------------------------------------------------


                                                                                      Nine Months Ended
                                                                                September 30,      October 2,
                                                                                        1998            1999
                                                                                ------------    ------------
<S>                                                                             <C>            <C>
Cash flows from operating activities:
     Net (loss) income                                                          $       (727)   $         89
     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
             Gain on asset disposition                                                    --          (1,340)
             Depreciation and amortization                                             1,565           1,679
             Changes in current assets and liabilities:
             Accounts receivable                                                       1,491           6,477
             Inventories                                                              (7,922)        (21,252)
             Prepaid expenses and other                                               (1,640)            731
             Other assets                                                                 18              23
             Accounts payable                                                          7,720          (1,508)
             Income taxes payable                                                       (405)             (6)
             Accrued liabilities and other obligations                                   668             104
                                                                                ------------    ------------

Net cash provided (used in) by  operating activities                                     768         (15,003)
                                                                                ------------    ------------

Cash flows from investing activities:
     Capital expenditures                                                               (774)           (440)
     Lease abatement                                                                      --           1,104
     Proceeds from sale of equipment                                                      33           5,738
                                                                                ------------    ------------
Net cash (used in) provided by investing activities                                     (741)          6,402
                                                                                ------------    ------------

Cash flows from financing activities:
     Net borrowings on notes payable                                                     347           7,334
     (Repayments) proceeds from long-term debt                                          (969)            750
     Principal payments on capital lease obligation                                      (13)            (14)
     Proceeds from issuance of common stock                                            1,954              --
     Repurchase of common stock                                                       (1,106)           (571)
                                                                                ------------    ------------
Net cash provided by financing activities                                                213           7,499
                                                                                ------------    ------------

Net increase (decrease) in cash and cash equivalents                                     240          (1,102)

Cash and cash equivalents, beginning of period                                           103           1,310
                                                                                ------------    ------------

Cash and cash equivalents, end of period                                        $        343    $        208
                                                                                ============    ============


               The accompanying notes are an integral part of this
                              financial statement.
</TABLE>

                                       7
<PAGE>
SMC Corporation
Form 10-Q
For the Third Quarter Ended October 2, 1999 (unaudited)
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

1.  Basis of Presentation of Interim Period Statements

    The accompanying financial statements are unaudited and have been prepared
    by SMC Corporation (the "Company") pursuant to the rules and regulations of
    the Securities and Exchange Commission. Certain information and footnote
    disclosures typically included in financial statements prepared in
    accordance with generally accepted accounting principles have been condensed
    or omitted pursuant to such rules and regulations. In the opinion of
    management, the financial statements include all adjustments, consisting
    only of normal recurring adjustments, necessary for a fair presentation of
    the results for the interim periods reported. The financial statements
    should be read in conjunction with the audited financial statements and
    notes thereto included in the 1998 Annual Report on Form 10-K filed with the
    Securities and Exchange Commission. The results of operations for an interim
    period are not necessarily indicative of the results of operations for a
    full year.

2.  Inventories

    Inventories by major classification are as follows (in thousands):

<TABLE>
<CAPTION>
                                                 December 31,       October 2,
                                                        1998             1999
                                                 ------------    ------------
         <S>                                     <C>             <C>
         Raw materials                           $     14,982    $     15,337
         Work-in-progress                               8,527          12,186
         Finished goods                                 3,206          20,444
                                                 ------------    ------------
         Total                                   $     26,715    $     47,967
                                                 ============    ============
</TABLE>

3.  Earnings Per Share

    The Company adopted FASB Statement 128, "Earnings Per Share," in the fourth
    quarter of 1997. FASB 128 requires dual presentation of basic and diluted
    EPS. Previously, the Company had presented primary EPS. Diluted EPS is
    calculated by dividing net income by the total of the weighted average
    actual shares outstanding for each period plus the number of shares
    calculated as having dilutive impact, if any, related to the stock options
    under the Company's Stock Incentive Plan, and the warrants issued in
    conjunction with the Company's initial public offering. Previously reported
    amounts for primary EPS are the same as the diluted EPS amounts now
    reported. Basic EPS is computed by dividing the net income by the weighted
    average actual shares outstanding for each period presented with no
    consideration as to the dilutive impact of the Company's outstanding stock
    options or warrants.

                                       8
<PAGE>
4.  Related Party Transactions

    During the three month and nine month periods ended October 2, 1999, the
    Company purchased electronic parts for a total amount of $216,000 and
    $683,000, respectively, from a supplier company that is owned by a principal
    related to an officer of the Company.

5.  Comprehensive Income

    In June 1997, Financial Accounting Standards Board ("FASB") issued
    Statements of Financial Accounting Standards, No. 130, "Reporting
    Comprehensive Income." The Company has adopted the standard as of January 1,
    1998. Total comprehensive income for the three-month and nine-month periods
    ended September 30, 1998 and October 2, 1999 was net income (loss) of ($2.5
    million) and $130,000 and net income (losses) of ($727,000) and $89,000,
    respectively.

                                       9
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Results of Operations

     The following table sets forth, for the periods indicated, selected
consolidated statement of income data, expressed as a percentage of sales, and
the percentage change in such data from the comparable prior period.

<TABLE>
<CAPTION>
                                   Three months ended                               Nine months ended
                               September 30,    October 2,  Percentage change   September 30,    October 2,  Percentage change
                                       1998          1999   in dollar amounts           1998          1999   in dollar amounts
                               ------------   -----------   -----------------   ------------   -----------   -----------------
<S>                                  <C>            <C>         <C>                    <C>           <C>         <C>
Sales                                100.0%         100.0%        (7.1)%               100.0%        100.0%          4.6%
                                 ---------      ---------                          ---------     ---------
Cost of sales                         94.4           89.3        (12.2)                 90.2          90.2           4.6
                                 ---------      ---------                          ---------     ---------
Gross profit                           5.6           10.7         79.0                   9.8           9.8           4.8
Selling, general and
  administrative expenses              9.0           10.3          6.3                   8.6           8.6           4.7
Litigation and
   settlement costs                    3.2            1.5        (55.9)                  1.5           1.3         (12.1)
                                 ---------      ---------                          ---------     ---------
Income (loss)from operations          (6.6)          (1.1)       (85.3)                 (0.4)         (0.1)        (63.3)
Interest expense                       0.4            0.9        112.2                   0.4           0.7          92.0
Other expense (income)                 1.0           (2.4)      (322.2)                 (0.1)         (0.9)      (1657.1)
                                 ---------      ---------                          ---------     ---------
Pretax income (loss)                  (8.0)            .4       (105.4)                 (0.8)          0.1        (112.2)
Income tax expense (benefit)          (3.1)            .2       (105.7)                 (0.3)          0.0        (112.2)
                                 ---------      ---------                          ---------     ---------
Net income                            (4.9)%           .2%      (105.2)%                (0.5)%         0.1%       (112.2)%
                                 =========      =========                          =========     =========
</TABLE>

     Sales decreased 7.1% to $46.7 million for the third quarter of 1999 from
$50.3 million for the comparable period in 1998. For the nine months ended
October 2, 1999, sales increased 4.6% to $157.3 million from $150.4 million for
the comparable period in 1998. Sales were lower in July and August, but
rebounded in September. The primary reason sales declined during the third
quarter was a decline in sales at the retail level late in the second quarter
and continuing into the first half of the third quarter. The Company believes
that industry retail sales for all high end luxury coaches declined during this
same period. Retail sales recovered in August and September and the Company's
sales in September 1999 were higher than in September 1998.

     Gross profit margin for the quarter ended October 2, 1999 increased 79.0%
to $5.0 million from $2.8 million in the comparable period in 1998, and
increased as a percentage of sales from 5.6% to 10.7%. The higher margin
performance was the result of improvements in operations made primarily at the
Safari facility.

     Selling, general, and administrative expenses increased 6.3% to $4.8
million for the quarter ended October 2, 1999 from $4.5 million for the
comparable period of 1998. For the

                                       10
<PAGE>
nine-month period ended October 2, 1999, selling, general, and administrative
costs increased 4.7% to $13.6 million from $12.9 million for the same period in
1998. Selling costs have increased in both the quarterly and nine month
comparisons primarily due to higher costs associated with shows, dealer
incentives, and promotional materials. There were additional marketing costs
with the introduction of the Company's newest model, the Solitaire. Improvements
in administrative costs have continued and are reflected in significantly lower
staffing costs.

     Litigation and settlement costs decreased 55.9% to $705,000 for the third
quarter of 1999 from $1.6 million in the comparable period of 1998. Litigation
and settlement costs decreased 12.1% to $2.0 million for the nine month period
ended October 2, 1999 from $2.3 million for a comparable period in 1998.

     Given the factors affecting gross margin and selling, general and
administrative expenses, and settlement and litigation expenses, operating
results increased, comparing a loss of $489,000 for the third quarter of 1999
from a loss of $3.3 million in the comparable period of 1998. An operating loss
of $209,000 for the nine months ended October 2, 1999 reflects a 63.3%
improvement compared to the operating loss of $570,000 for the comparable period
in 1998.

     Interest expense increased 112.2% to $416,000 for the third quarter of 1999
from $196,000 in the comparable period of 1998. Interest expense increased 92.0%
to $1.1 million for the nine-month period ended October 2, 1999 from $552,000
for the comparable period in 1998. Interest expense has increased due to
increased borrowings for the Florida service center, the stock repurchase
program, and the operating credit line which was significantly higher due to
increased inventories.

     Net income after tax for the third quarter of 1999 was $130,000, an
increase from 1998's third-quarter net loss of $2.5 million. Net income after
tax was $89,000 for the nine months ended October 2, 1999, an increase from the
net loss of $727,000 in 1998.

Liquidity and Capital Resources

     During the nine months ended October 2, 1999, SMC generated a negative cash
flow from operations of $15.0 million, while its working capital increased from
$6.4 million at September 30, 1998 to $16.6 million at October 2, 1999
(excluding cash and cash equivalents of $343,000 and of $208,000, respectively).
The change in working capital is largely the result of the $17 million increase
in finished goods inventory. The Company has commenced a very aggressive
marketing campaign to reduce its finished goods inventory to more historical
levels by year end. The Company expects this campaign to move these inventories
without a significant margin reduction. The Company has also repositioned some
of its finished goods with certain dealers and provided an incentive program to
profitably sell these units.

     The Company anticipates that its aggregate capital expenditures for 1999
will be approximately $3.6 million. The Company plans to use cash generated from
operations,

                                       11
<PAGE>
borrowings under its credit arrangements, and long term lease obligations to
fund these expenditures.

     The Company has an operating line of credit of $10 million, a real estate
line of credit of $10.2 million and a $4.0 million equipment financing line of
credit. As of October 2, 1999, $2.6 million was available on the operating line
of credit and $2.5 million was available on the real estate line of credit. The
full amount of $4.0 million was available on the equipment financing line of
credit. Of the amounts outstanding on these three lines of credit, $10.7 million
is at the LIBOR based interest rate of 7.446% and the remaining amounts are at
the prime rate of 8.25%. These amounts are secured by all assets not
specifically identified in other financing obligations. The terms of the
revolving credit and equipment financing agreements require compliance with
certain financial covenants and other covenants. The Company does not believe
any of these covenants will have a material impact on the Company's ability to
meet its cash obligations. The Company was in compliance with all covenants and
agreements at October 2, 1999.

     Most dealer purchases of motor coaches from the Company are financed under
flooring financing arrangements between the dealer and a bank or finance
company. Under these flooring arrangements, the financing institution lends the
dealer all or substantially all of the wholesale purchase price of a motor coach
and retains a security interest in the coach purchased. These financing
arrangements provide that, for a period of time after a coach is financed
(generally 12 to 18 months), if the dealer defaults on its payment or other
obligations to the lender, the Company is obligated to repurchase the dealer's
inventory for the amount then due from the dealer plus, in certain
circumstances, costs incurred by the lender in connection with repossession of
the inventory. The repurchase price may be more than the resale value of the
coach. The Company's contingent liability under its repurchase obligations
varies from time to time. As of October 2, 1999, the Company estimates its total
contingent liability under repurchase obligations was approximately $97.2
million. To date, losses incurred by the Company pursuant to repurchase
obligations have not been material. The Company cannot predict with certainty
its future losses, if any, pursuant to repurchase obligations, and these amounts
may vary materially from the expenditures historically made by the Company.
Furthermore, even in circumstances where losses in connection with repurchase
obligations are not material, a repurchase obligation can represent a
significant cash requirement for the Company.

                                       12
<PAGE>
Year 2000 Issue

     The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. To be in "Year 2000 compliance" a computer
program must be written using four digits to define years. As a result computer
systems and/or software used by many companies may need to be upgraded to comply
with such "Year 2000" requirements.

     The Company has completed its evaluation of both information technology
systems ("IT") and non-IT systems to determine Year 2000 compliance. Non-IT
systems typically include embedded technology such as microcontrollers.

     For most of the Company's IT systems, Year 2000 compliance issues have been
identified and a remediation plan has been developed. Many of the Company's IT
systems have been made Year 2000-compliant or require insignificant costs to
become Year 2000 compliant. The Company estimates its costs for software and
hardware upgrades to its systems to total approximately $80,000. The Company
spent approximately $40,000 for the year ended December 31, 1998 for system
upgrades to make its primary IT system Year-2000 compliant. During the three
months ended October 2, 1999, the Company spent or committed to spend an
additional $20,000.

     Additionally, the Company is evaluating the readiness of its significant
suppliers, financial institutions and customers to determine the extent to which
the Company is vulnerable to those parties failing to remediate their own Year
2000 issues. To date, the Company has not received notice of or become aware of
a material Year 2000 deficiency by a significant vendor, financial institution,
or customer.

     At this time, the Company believes total costs incurred in responding to
other parties' Year 2000 computer system deficiencies, together with the cost of
any required modifications to the Company's internal systems, will not have a
material impact on the Company's results of operations or financial condition.
While the Company expects that the Year 2000 will not pose significant
operational problems, delays in the installation of the new systems or upgrades
to existing systems, or a failure of its vendors, customers or financial
institutions to become Year 2000 compliant could have a material adverse effect
on the Company's business, financial condition and results of operations. To
date, all critical systems that have been tested have performed adequately. The
remaining critical systems are being tested and the Company expects no adverse
impact.

                                       13
<PAGE>
                           Part II - Other Information


Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         11   Statement of Calculation of Average Common Shares Outstanding

         27   Financial Data Schedule

    (b)  Reports on Form 8-K

         No Current Reports on Form 8-K were filed by the Registrant during the
         quarter ended October 2, 1999.

                                       14
<PAGE>
                                   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.


                                       SMC CORPORATION



Date:  November 17, 1999               By: WILLIAM L. RICH
                                           -------------------------------------
                                           William L. Rich
                                           Chief Financial Officer,
                                           SMC Corporation

                                       15
<PAGE>
                                  Exhibit Index


Exhibit
   No.        Description
- -------       -----------

   11         Statement of Calculation of Average
              Common Shares Outstanding

   27         Financial Data Schedule


<TABLE>
<CAPTION>
SMC CORPORATION  EXHIBIT 11
STATEMENT OF CALCULATION OF AVERAGE
COMMON SHARES OUTSTANDING


                                                                    Three Months       Nine Months
                                                                       Ended             Ended
                                                                  October 2, 1999   October 2, 1999
                                                                  ---------------   ---------------
<S>                                                                     <C>               <C>
Basic Earnings Per Share:                                               5,839,080         5,838,976
Weighted average number of shares

Diluted Earnings Per Share:
         Weighted average number of shares                              5,839,080         5,838,976
         Stock option plan shares to be issued at prices                  823,500           823,500
         ranging from $7.375 to $9.00 per share
         Warrant issues at a price of $9.30 per share                     125,000           125,000
         Less: Assumed purchase of shares by the Company at the
            average market price during the period using the
            proceeds received upon the assumed exercise of the
            outstanding options and warrants                             (946,187)         (947,187)
                                                                     ------------      ------------
                 Total Diluted Shares                                   5,841,393         5,841,289
                                                                     ============      ============
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1,000

<S>                                    <C>                      <C>
<PERIOD-TYPE>                          3-MOS                    9-MOS
<FISCAL-YEAR-END>                      DEC-31-1999              DEC-31-1999
<PERIOD-START>                         JUL-04-1999              JAN-01-1999
<PERIOD-END>                           OCT-02-1999              OCT-02-1999
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<PP&E>                                      22,205                   22,205
<DEPRECIATION>                               8,256                    8,256
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                            0                        0
                                      0                        0
<COMMON>                                     9,033                    9,033
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<SALES>                                     46,711                  157,327
<TOTAL-REVENUES>                            46,711                  157,327
<CGS>                                       41,699                  141,962
<TOTAL-COSTS>                               41,699                  141,962
<OTHER-EXPENSES>                                 0                        0
<LOSS-PROVISION>                                 0                        0
<INTEREST-EXPENSE>                             416                    1,060
<INCOME-PRETAX>                                217                      148
<INCOME-TAX>                                    87                       59
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<DISCONTINUED>                                   0                        0
<EXTRAORDINARY>                                  0                        0
<CHANGES>                                        0                        0
<NET-INCOME>                                   130                       89
<EPS-BASIC>                                   0.02                     0.02
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