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 June 30, 2000
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
Commission File Number: 0-25360
AG-CHEM EQUIPMENT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0872842
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5720 Smetana Drive
Minnetonka, Minnesota 55343-9688
(Address of Principal Executive Offices)
(952) 933-9006
(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 Exchange Act during
the past 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.
__X__ Yes _____ No
As of July 31, 2000, there were outstanding 9,579,868 shares of the
issuers' Common Stock, $.01 par value per share.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. FINANCIAL STATEMENTS......................................... 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.............................................. 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK....................................................... 11
PART II
ITEM 1. LEGAL PROCEEDINGS............................................ 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 13
SIGNATURES ............................................................. 14
EXHIBITS ............................................................. 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands except Per Share Amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
June 30, September 30,
ASSETS 2000 1999
------ ---------- -------------
<S> <C> <C>
CURRENT ASSETS:
Accounts receivable, less allowance for
doubtful accounts of $1,028 and $874, respectively $ 14,237 $ 18,922
Notes receivable, current portion, and
accrued interest receivable 4,088 5,296
Inventories (note 2) 86,521 109,463
Deferred income tax benefits 4,400 4,400
Prepaid expenses and other current assets 447 628
---------- ----------
Total current assets 109,693 138,709
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $45,041 AND $42,235, RESPECTIVELY 42,353 42,470
OTHER ASSETS:
Notes receivable, long-term portion 2,456 7,046
Intangible and other assets, net of accumulated
amortization of $4,789 and $4,142, respectively 3,337 1,704
---------- ----------
Total other assets 5,793 8,750
---------- ----------
Total assets $ 157,839 $ 189,929
========== ==========
</TABLE>
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<PAGE>
CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands except Per Share Amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
June 30, September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
------------------------------------ ----------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Current installments of long-term debt $ 6,009 $ 6,381
Notes payable to banks 29,568 35,225
Accounts payable 10,620 10,859
Checks outstanding in excess of cash balances 600 138
Customer prepayments 1,468 5,183
Accrued expenses (note 3) 13,984 13,262
Deferred income 840 1,359
Accrued income taxes 2,481 --
----------- -----------
Total current liabilities 65,570 72,407
----------- -----------
LONG-TERM DEBT, LESS CURRENT INSTALLMENTS 15,614 44,299
----------- -----------
Total liabilities 81,184 116,706
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value
Authorized, 40,000,000 shares; issued and
outstanding, 9,579,868 and 9,595,468 shares 96 96
Additional paid-in capital 1,116 1,274
Retained earnings 75,792 72,318
Accumulated other comprehensive loss (349) (465)
----------- -----------
Total stockholders' equity 76,655 73,223
----------- -----------
Total liabilities and stockholders' equity $ 157,839 $ 189,929
=========== ===========
</TABLE>
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SEE ACCOMPANYING CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Amounts in Thousands except Per Share Amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 65,181 $ 71,504 $ 241,963 $ 236,162
Cost of sales 50,994 53,721 185,239 171,884
---------- ---------- ---------- ----------
Gross profit 14,187 17,783 56,724 64,278
Selling, general and administrative
expenses 16,374 17,750 50,504 52,552
---------- ---------- ---------- ----------
Operating income (loss) (2,187) 33 6,220 11,726
---------- ---------- ---------- ----------
Other income (expense):
Other income 1,275 451 3,437 2,423
Interest expense (1,252) (1,480) (4,232) (3,976)
---------- ---------- ---------- ----------
Earnings (loss) before income
taxes (2,164) (996) 5,425 10,173
Income tax expense (benefit) (780) (358) 1,953 3,662
---------- ---------- ---------- ----------
Net earnings (loss) $ (1,384) $ (638) $ 3,472 $ 6,511
========== ========== ========== ==========
Basic and diluted earnings (loss)
per share $ (0.14) $ (0.07) $ 0.36 $ 0.68
========== ========== ========== ==========
Weighted average common shares
outstanding, basic and diluted 9,580 9,602 9,584 9,622
========== ========== ========== ==========
</TABLE>
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<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Nine Months ended June 30,
---------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 3,472 $ 6,511
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,470 4,772
Gain on sale of assets (108) (177)
Increase in deferred income tax benefits -- 100
Changes in operating assets and liabilities:
Accounts receivable 4,685 (1,959)
Operating notes receivable 5,798 (2,275)
Inventories 22,942 1,276
Other current assets 181 44
Accounts payable (239) (679)
Customer prepayments and deferred income (4,234) (3,800)
Accrued expenses 722 (1,947)
Income taxes 2,481 1,111
---------- ----------
Cash provided by operating activities 38,170 2,977
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Retirement of short-term investments
for industrial revenue bond -- 23
Purchases of property, plant and equipment (4,364) (1,115)
Decrease (increase) in rental equipment 1,333 (5,827)
Proceeds from sale of equipment 140 212
Increase in other assets (985) (48)
---------- ----------
Cash used in investing activities (3,876) (6,755)
---------- ----------
</TABLE>
(CONTINUED ON NEXT PAGE)
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<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Nine Months ended June 30,
---------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in checks outstanding in
excess of cash balances 462 (2,145)
Proceeds from notes payable - banks 105,700 95,900
Repayments of notes payable - banks (111,357) (78,400)
Proceeds from long-term borrowings 9,500 120,000
Repayments of long-term borrowings (38,557) (130,775)
Purchase of common stock (158) (428)
---------- ----------
Cash provided by (used in) financing activities (34,410) 4,152
---------- ----------
Foreign currency translation adjustment 116 (140)
---------- ----------
Increase in cash -- 234
Cash at beginning of period -- --
---------- ----------
Cash at end of period $ -- $ 234
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 5,281 $ 4,596
Income taxes $ -- $ 2,507
</TABLE>
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<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
(UNAUDITED)
--------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions in Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
September 30, 1999 included in the Company's annual report on Form 10-K. Results
of the interim periods are not necessarily indicative of the results for an
entire year.
(2) INVENTORIES
Inventories consist of the following:
June 30, September 30,
2000 1999
---------- -------------
Finished goods $ 29,331 $ 45,033
Resale parts 26,693 25,815
Work in process and raw materials 34,008 36,330
---------- ----------
Total 90,032 107,178
Less LIFO reserve (13,061) (12,077)
---------- ----------
Total 76,971 95,101
Used equipment 9,550 14,362
---------- ----------
Total inventories $ 86,521 $ 109,463
========== ==========
If the first in, first out (FIFO) method utilizing current costs had been
used for inventories valued using the LIFO method, net earnings before tax would
have been higher by $220 for the three-month period ended June 30, 2000 and $71
for the year ended September 30, 1999.
7
<PAGE>
(3) ACCRUED EXPENSES
Accrued expenses consist of the following:
June 30, September 30,
2000 1999
---------- -------------
Compensation $ 5,197 $ 6,471
Warranty 1,570 1,165
Taxes other than income 716 897
Insurance 2,488 1,784
Interest 315 1,253
Other 3,698 1,692
---------- ----------
Total $ 13,984 $ 13,262
========== ==========
(4) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) and its components, including all changes in
equity during a period except those resulting from repurchase of the Company's
stock, investments by owners or distributions to owners are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- --------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net earnings (loss) $ (1,385) $ (638) $ 3,472 $ 6,511
Other comprehensive income:
Foreign currency translation
adjustment (238) (157) 116 (140)
--------- --------- --------- ---------
Total comprehensive income (loss) $ (1,623) $ (795) $ 3,588 $ 6,371
========= ========= ========= =========
</TABLE>
(5) NOTES PAYABLE TO BANKS
The terms of the Company's credit line agreement as amended on May 15,
2000, include covenants that the Company must maintain. There are a number of
standard affirmative covenants, as well as restrictive negative covenants as to
additional borrowings and requirements for the Company to maintain certain
financial ratios. These restrictive covenants include a minimum tangible net
worth of $57,500 plus 50% of each fiscal year's net earnings, a ratio of total
liabilities to tangible net worth, and an interest coverage ratio. There are
additional limitations on mergers, acquisitions, disposal of assets, and capital
expenditures.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS - THREE-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THE
THREE-MONTH PERIOD ENDED JUNE 30, 1999
Consolidated net sales decreased by $6,323 or 8.8% in the three-month
period ended June 30, 2000 from the three-month period ended June 30, 1999. The
decrease was primarily the result of decreases in both post-emergence and
pre-emergence equipment unit shipments. The reduction in post-emergence unit
shipments was largely the result of the Company's ability to deliver more units
in earlier quarters this fiscal year compared to the comparable period of the
prior year. This resulted in a smaller backlog of orders at the beginning of the
three-month period ending June 30, 2000 compared to the comparable period of the
prior year. The decrease in pre-emergence unit shipments was a result of the
recession in the agricultural economy, as a result of which customers are
keeping equipment longer. The Company expects competition to continue to be a
factor and is uncertain about competition's impact on future net sales and
product mix. Additionally, the farm supply industry is experiencing
consolidation which has reduced capital purchases, with a resulting decrease in
the demand for equipment in the short-term. The Company anticipates that once
the consolidation slows and the economy improves, customers will resume capital
purchases at a level comparable to prior periods.
Consolidated gross profit for the three-month period ended June 30,
2000 decreased $3,596 or 20.2% as compared to the comparable period of the prior
year. Consolidated gross profit as a percentage of net sales was 21.8% and 24.9%
for the three-month periods ended June 30, 2000 and 1999, respectively. The
decrease in gross profit as a percentage of net sales was primarily the result
of increased unfavorable manufacturing variances.
Consolidated selling, general and administrative ("S,G&A") expenses
decreased $1,376 or 7.7% in the three-month period ended June 30, 2000 as
compared to the comparable period of the prior year. Compensation, employee
benefits and employee-related expenses decreased 3.3% or $408. The largest
factor contributing to this decrease was a reduction of 5.5% or $487 in salary
and commission expense due to reduced headcount. This decrease was partially
offset by increased health benefit costs. All other S,G&A expenses decreased by
16.5% or $968. S,G&A expenses as a percent of net sales were 25.1% and 24.8% in
the three-month periods ended June 30, 2000 and 1999, respectively. The Company
expects that its efforts to contain such costs will hold annual S,G&A expenses
relatively stable as a percentage of sales during the remainder of fiscal 2000.
As a result of the above, there was an operating loss was $2,187 and
operating income of $33 in the three-month periods ended June 30, 2000 and 1999,
respectively.
Other income increased 182.9% or $824 to $1,275 in the three-month
period ended June 30, 2000 as compared to the comparable period of the prior
year. This increase is primarily the result of income from the Company's joint
ventures. These joint ventures are new this fiscal year and contributed $661 to
other income in the three-month period ending June 30, 2000.
Interest expense decreased 15.4% to $1,252 in the three-month period
ended June 30, 2000 as compared to the to the comparable period of the prior
year. This decrease is the result of reduced debt, partially offset by higher
interest. The Company decreased its debt during the current-year period and
expects to keep borrowings below last year's level, but believes that interest
rates will continue to be higher than the prior year.
The effective tax rate in the three-month periods ended June 30, 2000
and 1999 remained at 36.0%.
9
<PAGE>
As a result of the above, the net loss was $1,385 and $638 in the
three-month periods ended June 30, 2000 and 1999, respectively. Loss per share
was $.14 and $.07 for such periods, respectively.
RESULTS OF OPERATIONS - NINE-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THE
NINE-MONTH PERIOD ENDED JUNE 30, 1999
Consolidated net sales increased by $5,801 or 2.5% in the nine-month
period ended June 30, 2000 from the nine-month period ended June 30, 1999. The
increase was primarily the result of increases in post-emergence equipment unit
shipments. The increase was largely due to the success of the Company's new 1254
RoGator. This increase was partially offset by a decrease in pre-emergence
equipment sales. The conditions contributing to these differences are the same
as those discussed for the three-month period ended June 30, 2000.
Consolidated gross profit for the nine-month period ended June 30, 2000
decreased $7,554 or 11.8% as compared to the comparable period of the prior
year. Consolidated gross profit as a percent of net sales was 23.4% and 27.2%
for the nine-month periods ended June 30, 2000 and 1999, respectively. The
decrease in gross profit as a percentage of net sales was primarily the result
of changes in product mix, reduced margins on prior-year models and an increase
in warranty expense in the nine-months ending June 30, 2000 compared to the
comparable period of the prior year. Used equipment sales were 12.0% of total
sales for the nine-months ending June 30, 2000 compared to 9.7% the prior-year
period. Used equipment sales have a significantly lower margin than new sales.
The inventory of prior year models was significantly reduced in the during the
nine-month period ended June 30, 2000.
Consolidated selling, general and administrative ("S,G&A") expenses
decreased $2,048 or 3.9% in the nine-month period ended June 30, 2000 as
compared to the comparable period of the prior year. All categories of S,G&A are
down in the nine-months ended June 30, 2000 compared to the comparable period of
the prior year, with the exception of employee benefit costs and contract and
temporary employee expense. Employee benefits costs are 20.1% or $815 higher
than the prior year. The increased benefits costs are primarily the result of
increases in the costs of employee health insurance coverage. Contract and
temporary employee expense increased 13.8% or $350 over the prior year period.
The increase in contract and temporary employee expense is primarily related to
the development of the SGIS Data Management Software Version 3.0 which was
released during the Company's quarter ended June 30, 2000. The Company expects
to see a reduction in contract employee expense in future quarters. All other
S,G&A expenses were down 7.0% or $3,214 during the nine-months ended June 30,
2000 compared to the comparable period of the prior year. These decreases were
the result of the Company's continued efforts to reduce costs. S,G&A expenses as
a percent of net sales were 20.9% and 22.3% in the nine-month periods ended June
30, 2000 and 1999, respectively. The Company expects that its efforts to contain
such costs will hold annual S,G&A expenses relatively stable as a percentage of
net sales compared to previous periods depending on sales during the remainder
of fiscal 2000.
Because of the above, operating income was $6,220 and $11,726 in the
nine-month periods ended June 30, 2000 and 1999, respectively.
Other income increased 41.8% to $3,437 in the nine-month period ended
June 30, 2000 as compared to the prior-year nine-month period.
Interest expense increased 6.4% to $4,232 in the nine-month period
ended June 30, 2000 as compared to the prior-year nine-month period. The
increase was the result of increased borrowings during the first quarter of the
current fiscal year and higher interest rates.
The effective tax rate in the nine-month periods ended June 30, 2000
and 1999 remained at 36.0%.
10
<PAGE>
Because of the above, net earnings were $3,472 and $6,511 in the
nine-month periods ended June 30, 2000 and 1999, respectively. Earnings per
share were $.36 and $.68 for such periods, respectively.
LIQUIDITY AND FINANCIAL POSITION - NINE-MONTH PERIOD ENDED JUNE 30, 2000
COMPARED TO THE NINE-MONTH PERIOD ENDED JUNE 30, 1999
Net cash provided by operating activities increased to $38,170 in the
nine-month period ended June 30, 2000, compared to $2,977 in the nine-month
period ended June 30, 1999. The major reason for this change was an increase in
cash provided by changes in operating assets and liabilities to $32,336 from
cash used of $8,229 in the nine-month periods ended June 30, 2000 and 1999,
respectively. Reductions in inventories, offset by decreases in accounts payable
balances, provided cash of $22,703 compared to $597 during the nine-months ended
June 30, 2000 and 1999, respectively. Inventories decreased to $86,521 at June
30, 2000 from $109,463 at September 30, 1999 compared to a decrease of $1,276
during the period of the prior year. The decrease was the result of the
Company's efforts to reduce inventories by better matching its production
schedule to sales. The Company expects cash will continue to be provided by
operating activities through net earnings, and this cash will be used to satisfy
the current portion of long-term debt. Accounts receivable turnover has remained
relatively stable in recent periods, and has not significantly affected
liquidity.
Cash used in investing activities in the nine-month period ended June
30, 2000 was $3,876 compared to $6,755 in the comparable period of the prior
year. This decrease in cash used was primarily the result of less investment in
equipment rented to customers in the nine-months ended June 30, 2000 compared to
the comparable period of the prior year. This decrease was partially offset by
increased investment in plant and as the Company's European subsidiary purchased
the manufacturing facility it had previously been leasing.
Cash used in financing activities was $34,410 in the nine-month period
ended June 30, 2000, compared to $4,152 of cash provided by financing activities
of the comparable period of the prior year. Of the cash used in financing
activities, $34,714 was due to repayments of notes payable and long-term
borrowings, net of new notes payable and long-term borrowings during the
nine-month period ended June 30, 2000, compared to $6,725 of cash provided by
such activities during the nine-month period ended June 30, 1999. This increase
in net repayments was primarily due to decreased working capital requirements as
compared to the prior year.
Working capital at June 30, 2000 was $44,123. As of June 30, 2000, the
Company had $40,200 of unused credit line available. The Company periodically
receives prepayments from customers to secure either more favorable pricing or a
desired delivery date. If the Company did not receive customer prepayments, it
believes its line of credit would provide sufficient liquidity to meet working
capital requirements.
FORWARD-LOOKING STATEMENTS
Certain information included in this Report is "forward looking" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements can be identified by the use of words such as "will,"
"intends," "expects," "should," and similar language. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. This includes factors that affect all businesses, as well as matters
specific to the Company and markets it serves. A more complete discussion of
such factors is included in the Company's Form 10-K for the year-ended September
30, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates
and foreign currency exchange rates. Changes in these factors could cause
fluctuations in the Company's earnings and cash flows. The Company's
11
<PAGE>
risk to interest rate and foreign currency exchange rate fluctuations has not
materially changed since September 30, 1999.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999 on file with the Securities and Exchange
Commission. During the quarter ended June 30, 2000, the Company was not a party
to any newly initiated material legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
See the financial data schedule filed with this report.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report was filed.
13
<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.
AG-CHEM EQUIPMENT CO., INC.
Date: August 14, 2000 By: /s/ Alvin E. McQuinn
--------------------------------
Alvin E. McQuinn
Its: Chief Executive Officer
Date: August 14, 2000 By: /s/ John C. Retherford
--------------------------------
John C. Retherford
Its: Chief Financial Officer
14
