<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] Quarterly Report Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter period ended November 30, 2000
OR
[ ] 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: 1-7736
TAB PRODUCTS CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1190862
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
2130 GOLD STREET
P.O. BOX 649061
SAN JOSE, CALIFORNIA 95164-9061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 586-1600
(REGISTRANT'S TELEPHONE NUMBER - INCLUDING AREA CODE)
NOT APPLICABLE
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT.
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common shares outstanding as of
November 30, 2000 - 5,163,780.
This report, including all exhibits and attachments, contains 26 pages.
--------------------------------------------------------------------------------
<PAGE>
TAB PRODUCTS CO.
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
ITEM 1 FINANCIAL STATEMENTS:
Consolidated Condensed Balance Sheets
November 30, 2000 and May 31, 2000 3
Consolidated Condensed Statements of Earnings
Three months and Six months ended November 30,
2000 and 1999 4
Consolidated Condensed Statements of Cash Flows
Six months ended November 30, 2000 and 1999 5
Supplemental Financial Data - Notes 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
ITEM 3 Quantitative and Qualitative Disclosure About
Market Risks 15
PART II. OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders 16
ITEM 6 Exhibits 17
Signatures 18
</TABLE>
2
<PAGE>
TAB PRODUCTS CO.
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(000'S OMITTED EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
NOVEMBER 30, MAY 31,
2000 2000
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,648 $ 5,724
Short-term investments 4,475 5,170
Accounts receivable, less allowances of
$1,163 and $1,095 for doubtful accounts, 27,003 29,685
Inventories 6,403 6,842
Prepaid income taxes and other expenses 6,554 3,837
-------- --------
TOTAL CURRENT ASSETS 47,083 51,258
-------- --------
Property, plant and equipment, net of accumulated depreciation of
$29,922 and $28,845 10,890 12,253
Goodwill, net 6,790 7,387
Other assets 2,514 2,395
-------- --------
TOTAL ASSETS $ 67,277 $ 73,293
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 10,094 $ 10,024
Compensation payable 2,061 2,911
Other accrued liabilities 6,341 6,099
-------- --------
TOTAL CURRENT LIABILITIES 18,496 19,034
-------- --------
Deferred taxes and other non-current liabilities 1,376 1,579
-------- --------
STOCKHOLDERS' EQUITY:
PREFERRED STOCK: $.01 par value, authorized
500,000 shares, issued-none - -
COMMON STOCK: $.01 par value, authorized
25,000,000 shares, issued-November 2000-
7,654,749 shares and May 2000-7,611,116 shares 77 76
Additional paid-in capital 14,681 15,286
Deferred compensation (695) (1,374)
Retained earnings 65,350 70,573
TREASURY STOCK: November 2000-2,490,969 shares
and May 2000-2,404,027 shares (31,036) (31,164)
Accumulated other comprehensive loss (972) (717)
-------- -------
TOTAL STOCKHOLDERS' EQUITY 47,405 52,680
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 67,277 $ 73,293
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
3
<PAGE>
TAB PRODUCTS CO.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
(000'S OMITTED EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $ 29,765 $ 31,201 $ 59,490 $ 63,195
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of revenues 18,459 18,561 37,732 37,805
Selling, general and administrative 13,984 14,591 28,977 28,248
Research and development 162 204 359 397
----------- ----------- ----------- -----------
TOTAL COSTS AND EXPENSES 32,605 33,356 67,068 66,450
----------- ----------- ----------- -----------
OPERATING LOSS (2,840) (2,155) (7,578) (3,255)
Gain on sale of Field Service Group - - - 13,794
Interest, net, and other (128) 16 (15) (127)
----------- ----------- ----------- -----------
(Loss) earnings before income taxes (2,968) (2,139) (7,593) 10,412
(Benefit) provision for income taxes (1,192) (898) (2,886) 4,373
----------- ----------- ----------- -----------
NET (LOSS) EARNINGS $ (1,776) $ (1,241) $ (4.707) $ 6,039
=========== =========== =========== ===========
Basic net (loss) earnings per share $ (0.35) $ (0.24) $ (0.91) $ 1.19
=========== =========== =========== ===========
Shares used in computing basic
net (loss) earnings per share 5,134,450 5,113,919 5,170,578 5,069,957
=========== =========== =========== ===========
Diluted net (loss) earnings per share $ (0.35) $ (0.24) $ (0.91) $ 1.19
=========== =========== =========== ===========
Shares used in computing diluted
net (loss) earnings per share 5,134,450 5,113,919 5,170,578 5,087,374
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
4
<PAGE>
TAB PRODUCTS CO.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(000'S OMITTED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
NOVEMBER 30,
2000 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) earnings $ (4,707) $ 6,039
ADJUSTMENTS TO RECONCILE NET (LOSS) EARNINGS TO NET CASH
REQUIRED BY OPERATING ACTIVITIES:
Depreciation and amortization 2,198 2,125
Gain on sale of Field Service Group - (13,794)
Deferred income taxes and other 242 -
Loss on sale of fixed assets 181 -
Changes in operating assets and liabilities:
Accounts receivable, net 2,516 (1,052)
Inventories 342 (870)
Prepaid income taxes and other expenses (2,975) (1,720)
Other assets (120) 570
Accounts payable 131 1,091
Compensation payable (827) (6)
Other accrued liabilities 181 (412)
-------- --------
NET CASH REQUIRED BY OPERATING ACTIVITIES (2,838) (8,029)
-------- --------
INVESTING ACTIVITIES:
Sale of Field Service Group - 13,405
Purchase of property, plant and equipment, net (668) (878)
Purchases of short-term investments (2,997) (3,811)
Sales of short-term investments 3,692 2,490
-------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 27 11,206
-------- --------
FINANCING ACTIVITIES:
Repayment of long-term debt - (790)
Cash restricted to collateralize loan - (6,000)
Proceeds from issuance of common stock 140 27
Repurchase of Treasury Stock 62 (218)
Dividends paid (516) (511)
-------- --------
NET CASH REQUIRED BY FINANCING ACTIVITIES (314) (7,492)
-------- --------
Effect of exchange rate changes on cash 49 (70)
-------- --------
Decrease in cash and cash equivalents (3,076) (4,385)
Cash and cash equivalents at beginning of period 5,724 6,972
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,648 $ 2,587
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
5
<PAGE>
TAB PRODUCTS CO.
SUPPLEMENTAL FINANCIAL DATA - NOTES (UNAUDITED)
1. BASIS OF PRESENTATION
The Company's unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles and,
in the opinion of management, reflect all adjustments (consisting only of normal
recurring adjustments) considered necessary to fairly state the Company's
financial position, results of operations, and cash flows for the periods
presented. These consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements included in the
Company's Annual Report Form 10-K for the fiscal year ended May 31, 2000. The
results of operations for the six-month period ended November 30, 2000 are not
necessarily indicative of the results to be expected for any subsequent quarter
or for the entire fiscal year ending May 31, 2001. The May 31, 2000 balance
sheet was derived from audited consolidated financial statements, but does not
include all disclosures required by generally accepted accounting principles.
2. INVENTORY
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
NOVEMBER 30, 2000 MAY 31, 2000
------------------------ -----------------------
<S> <C> <C>
Finished goods $ 1,844 $ 2,164
Work in process 329 273
Raw materials 4,230 4,405
------------------------ -----------------------
$ 6,403 $ 6,842
======================== =======================
</TABLE>
3. DIVIDENDS
Dividends declared for the six-month periods ended November 30, 2000 and
1999 were as follows:
<TABLE>
<CAPTION>
RECORD DATE SHARES OUTSTANDING DIVIDEND PER SHARE
----------- ------------------ ------------------
<S> <C> <C>
Fiscal 2001:
August 25, 2000 5,120,147 $ .05
November 24, 2000 5,147,148 $ .05
Fiscal 2000:
August 25, 1999 5,024,589 $ .05
November 24, 1999 5,214,589 $ .05
</TABLE>
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TAB PRODUCTS CO., NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
4. SEGMENT REPORTING
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision maker, or chief decision making group, in deciding
how to allocate resources and in assessing performance. The Interim Chief
Executive Officer is the Company's chief decision maker. The Company operates
and is managed internally by four geographic operating segments. The operating
segments include United States, Canada, the Netherlands and Australia. Outside
the United States, each operating segment has a general manager that reports to
the Chief Executive Officer. Within the United States, the individuals
responsible for operations, marketing and sales report directly to the Interim
Chief Executive Officer.
Information about segments (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
---------------------- ----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
United States $ 22,643 $ 24,736 $ 45,415 $ 50,496
Canada 5,171 4,288 10,132 8,432
Netherlands 965 1,258 1,937 2,235
Australia 986 919 2,006 2,032
-------- -------- -------- --------
Consolidated Total $ 29,765 $ 31,201 $ 59,490 $ 63,195
======== ======== ======== ========
Income (Loss) before income taxes:
United States $ (3,210) $ (1,812) $ (8,132) $ 10,910
Canada 121 (432) 309 (648)
Netherlands 173 190 265 245
Australia (52) (85) (35) (95)
-------- -------- -------- --------
Consolidated Total $ (2,968) $ (2,139) $ (7,593) $ 10,412
======== ======= ======== ========
Depreciation and amortization:
United States $ 1,024 $ 862 $ 2,011 $ 1,842
Canada 56 112 128 221
Netherlands 21 13 36 30
Australia 11 20 23 32
-------- -------- -------- --------
Consolidated Total $ 1,112 $ 1,007 $ 2,198 $ 2,125
======== ======== ======== ========
<CAPTION>
NOVEMBER 30, 2000 MAY 31, 2000
----------------- ------------
<S> <C> <C>
Long-lived assets:
United States $ 12,525 $ 13,585
Canada 546 733
Netherlands 121 151
Australia 212 179
-------- --------
Consolidated Total $ 13,404 $ 14,648
======== ========
</TABLE>
Geographic revenues are based on the country from which customers are invoiced.
Income before tax is net sales less operating expenses, interest or other
expenses, but prior to income taxes.
7
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TAB PRODUCTS CO., NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
5. NET EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net earnings
(loss) by the weighted average common shares outstanding for the period while
diluted earnings per share also includes the dilutive impact of stock
options. Basic and diluted earnings (loss) per share for the quarters and
six-months ended November 30, 2000 and 1999, respectively, are calculated as
follows (in thousands, except share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET EARNINGS (LOSS) $ (1,776) $ (1,241) $ (4,707) $ 6,039
----------- ----------- ----------- -----------
BASIC:
Weighted average common shares
outstanding used in computing
basic net earnings (loss) per share 5,134,450 5,113,919 5,170,578 5,069,957
----------- ----------- ----------- -----------
BASIC NET EARNINGS (LOSS) PER SHARE $ (.35) $ (0.24) $ (.91) $ 1.19
=========== =========== =========== ===========
DILUTED:
Weighted average common shares
outstanding 5,134,450 5,113,919 5,170,578 5,069,957
Dilutive options outstanding - - - 17,417
----------- ----------- ----------- -----------
Shares used in computing diluted
net earnings (loss) per share 5,134,450 5,113,919 5,170,578 5,087,374
----------- ----------- ----------- -----------
DILUTED NET EARNINGS (LOSS) PER SHARE $ (.35) $ (0.24) $ (.91) $ 1.19
=========== =========== =========== ===========
</TABLE>
6. COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss), net of tax, are as
follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------ -----------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net earnings (loss) $(1,776) $(1,241) $(4,707) $6,039
Foreign currency translation (168) (442) (255) (415)
------- ------- ------- -------
Comprehensive income (loss) $(1,944) $(1,683) $(4,962) $5,624
======= ======= ======= =======
</TABLE>
Accumulated other comprehensive income (loss), net of tax, presented on the
accompanying consolidated condensed balance sheets consists of the following (in
thousands):
<TABLE>
<CAPTION>
NOVEMBER 30, MAY 31,
2000 2000
<S> <C> <C>
Foreign currency translation $ (972) $ (717)
================= =================
</TABLE>
8
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TAB PRODUCTS CO., NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
7. STOCK REPURCHASE
In July 1999, the Company authorized the repurchase of up to 300,000
shares of Common Stock from time to time at prevailing market prices. The
authorization was effective until July 2000. During fiscal 2000 the Company
repurchased 33,100 shares of Common Stock under the repurchase program at a cost
of $218,000. The Company has not extended the authorization of the stock
repurchase program.
8. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement requires companies
to record derivatives on the balance sheet as assets or liabilities, measured at
fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. The Company anticipates that the
adoption of SFAS No. 133 will not have a material impact on its financial
position, results of operations or cash flows. The Company will adopt SFAS No.
133 in its fiscal 2002 first quarter.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements, which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC and was effective the first
fiscal quarter of fiscal years beginning after December 15, 1999 and requires
companies to report any changes in revenue recognition as a cumulative change in
accounting principal at the time of implementation in accordance with Accounting
Principles Board Opinion 20, Accounting Changes. Subsequently, SAB No. 101A and
101B were issued to delay the implementation of SAB No. 101. After evaluation of
the Company's revenue recognition policies compared to the guidance in SAB No.
101, the Company will change its accounting policy for the recognition of
revenue from mobile file storage equipment and potentially certain imaging
services. Adoption of the change in accounting related to mobile filing storage
equipment will result in revenue being recorded only after installation of such
equipment on customer premises rather than upon shipment, thus postponing
revenue recognition by an average of two months. In the third quarter of fiscal
2001, the Company intends to adopt this accounting change through a retroactive,
cumulative-effect adjustment as of the beginning of the fiscal year 2001, with a
restatement of the first two interim quarters to apply the new accounting policy
consistently throughout the year. The change in accounting as of the
beginning of the year will result in a separately identified charge to the
first quarter between $.07 and $.11 per share.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report, including without limitation the following section regarding
Management's Discussion and Analysis of Financial Condition and Results of
Operations, contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding the Company and its business,
financial condition, results of operations and prospects. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks,"
"foreseeable," "estimates," and similar expressions or variations of such words
are intended to identify forward-looking statements. Additionally, statements
concerning future matters such as the development of new products, enhancements
or technologies, possible changes in legislation and other statements regarding
matters that are not historical are forward-looking statements.
Although forward-looking statements in this report reflect the good faith
judgment of the Company's management, such statements can only be based on facts
and factors currently known by the Company. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include without limitation those discussed
in "Business Environment and Risk Factors" as well as those discussed elsewhere
in this report. Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report, which attempt to advise interested parties of the
risks and factors that may affect the Company's business, financial condition,
results of operations and prospects.
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Consolidated Financial
Statements of the Company.
FINANCIAL CONDITION
At November 30, 2000, the Company had cash and short-term investments of
$7.1 million, a decrease of $3.8 million from the $10.9 million at May 31, 2000.
The Company's working capital position at November 30, 2000 was $28.6 million as
compared with $32.2 million at May 31, 2000. The current ratio of 2.5 at
November 30, 2000 was lower than the current ratio of 2.7 reported for May 31,
2000. The decrease in cash and working capital are the result of operational
losses, the payment of liabilities assumed as a result of the Docucon asset
acquisition, which closed on May 25, 2000, and the payment of compensation
accrued in the prior year. Offsetting the decrease in cash was an accounts
receivable decrease of $2.7 million from $29.7 million on May 31, 2000 to $27.0
million on November 30, 2000 and a decrease in inventories to $6.4 million at
November 30, 2000 as compared to $6.8 million at May 31, 2000.
Pursuant to the Agreement for Purchase and Sale of Assets (the
"Agreement"), by and between the Company and Bell & Howell Document Management
Products Company, a wholly-owned subsidiary of Bell & Howell Company ("Bell &
Howell"), the Company sold its Field Service Group to Bell & Howell. The
Company's Field Service Group consisted of assets that include existing service
contracts and certain related tangible and intangible assets and certain
liabilities. The price of the Purchased Assets, as defined in the Agreement,
consisted of an initial cash payment from Bell & Howell to the Company of
$11,200,000, the assumption of liabilities and obligations of the Company valued
at an estimated $4,300,000 and up to an additional $3,500,000 payable to the
Company subject to certain adjustments for changes in certain accounts
attributable to the Field Service Group. The sale was effective as of June 1,
1999. In connection with the sale the Company recorded a pre-tax gain on sale of
$13.8 million in the first quarter of fiscal year 2000.
On June 22, 1999, the Company announced the consolidation of its paper
manufacturing operations to its main plant located in Mayville, Wisconsin. The
Company closed its paper manufacturing facility located in Turlock, California
and transferred the inventory and equipment to Mayville. As a result of the
consolidation, the Company recorded a pre-tax charge of approximately $435,000
in the first quarter of fiscal year 2000.
Current liabilities decreased $0.5 million from $19.0 million at May 31,
2000 to $18.5 million at November 30, 2000. The decrease is primarily related to
the payment of liabilities assumed as a result of the Docucon asset acquistion.
Investments in property, plant and equipment, which were primarily focused
on company-wide management information systems and associated infrastructure
investments, were $0.6 million and $0.7 million for the three months
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
and six months ended November 30, 2000. Capital expenditures to support
operations for fiscal 2001 are expected to total approximately $1.0 million.
In July 1999, the Company authorized the repurchase of up to 300,000 shares
of Common Stock from time to time at prevailing market prices. The authorization
was effective until July 2000. During fiscal 2000 the Company repurchased 33,100
shares of Common Stock under the repurchase program at a cost of $218,000. The
Company has not extended the authorization of the stock repurchase program.
For the six-month period ended November 30, 2000 and 1999, the Company paid
cash dividends of $516,000 and $511,000, respectively.
The Company currently has no outstanding debt. The Company has entered into
a new $5 million secured line of credit with a bank. The line of credit contains
covenants related to cash flow and tangible net worth that the Company must
maintain. The Company believes that its cash and borrowing capacity will provide
sufficient working capital for the next twelve months.
The Company has completed the definitive agreement for the sale of
unutilized property and a building for $2.9 million. The Company is in the
process of preparing closing documents at this time. Closing is projected for
late January 2001.
RESULTS OF OPERATIONS
REVENUES for the second quarter of fiscal 2001 amounted to $29.8
million, down $1.4 million or 4.5% from the $31.2 million revenue reported in
the second quarter of fiscal 2000. Revenues for the six months ended November
30, 2000 were $59.5 million, down $3.7 million or 5.9% from revenues of $63.2
million reported in the first six months of the prior fiscal year. The
Company experienced lower U.S. sales of file storage equipment, professional
services and technology products partially offset by increases in revenues
from filing supplies and imaging services. Revenues for TAB's Canadian
operations increased.
BACKLOG The Company's order booking to invoicing ratio ("book-to-bill
ratio") was 1:10:1.0 for the second quarter of fiscal 2001, resulting in a small
increase in backlog. The ratio was .94:1.0 in the fourth quarter of fiscal 2000
and .98:1.0 in the first quarter of fiscal 2001. There can be no assurance that
the Company's book-to-bill ratio will continue to improve.
COST OF REVENUE, as a percentage of revenues, was 62.0% for the second
quarter of fiscal 2001 as compared to the 59.5% cost of revenue reported in the
second quarter of fiscal 2000. Cost of revenues for the second quarter was $18.5
million as compared to the $18.6 million reported in the comparable quarter of
fiscal 2000. For the six months ended November 30, 2000 cost of revenues was
63.4% as compared to 59.8% cost of revenue in the first six months of the prior
fiscal year. The increase in cost of revenues as a percentage of revenue was
primarily due to fixed costs not decreasing as sales volume decreased.
OPERATING EXPENSES were $14.1 million or 47.5% of total revenues for the
second quarter of fiscal 2001 as compared to $14.8 million or 47.4% of total
revenues for the second quarter of fiscal 2000. For the six months ended
November 30, 2000, operating expenses were $29.3 million or 49.3% of total
revenues as compared to $28.6 million for the six month period or 45.3% of total
revenues for the prior fiscal year. The increase in operating expenses as a
percentage of revenues was primarily driven by lower revenues, the one-time
charge of $1.4 million due to the retirement of the Company's Chief Executive
Officer, and increased rent expense for the corporate office due to the sale of
the previously owned corporate office partially offset by reduced branch
operating expenses and salaries.
INTEREST, NET, and other expenses was a net expense of $128,000 in the
second quarter of fiscal 2001 as compared to $16,000 in net income in the second
quarter of fiscal 2000. For the six months ended November 30, 2000 interest,
net, and other was a net expense of $15,000 as compared to $127,000 in the prior
fiscal year. The increased expense for the three and six months ended November
30, 2000 was primarily due to foreign exchange losses and lower interest earned
on the cash balances. There was no debt related interest charge in the six
months ended November 30, 2000. Fiscal 2000 contained higher cash balances due
to proceeds from the sale of the Field Service Group.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
INCOME TAX BENEFIT Net losses for the six months ended November 30, 2000
have been reduced by the amount of tax refunds available from the carryback of
net operating losses to prior years. The effective rate of 38.0% for the six
month period ended November 30, 2000 is lower than the effective rate of 42.2%
for the prior fiscal year due to limitation on carrybacks by certain states.
NET LOSS PER SHARE for the three months ended November 30, 2000 was $0.35
for both basic and diluted shares compared to a loss per share of $0.24 for both
basic and diluted shares for the three months ended November 30, 1999. The net
loss per share for the six months ended November 30, 2000 was $.91 for both
basic and diluted shares compared to earnings per share of $1.19 for both basic
and diluted shares for the prior year comparable period.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. This statement
requires companies to record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. The Company
anticipates that the adoption of SFAS No. 133 will not have a material impact on
its financial position, results of operations or cash flows. The Company will
adopt SFAS No. 133 in its fiscal 2002 first quarter.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,
which provides guidance related to revenue recognition based on interpretations
and practices followed by the SEC and was effective the first fiscal quarter of
fiscal years beginning after December 15, 1999 and requires companies to report
any changes in revenue recognition as a cumulative change in accounting
principal at the time of implementation in accordance with Accounting Principles
Board Opinion 20, Accounting Changes. Subsequently, SAB No. 101A and 101B were
issued to delay the implementation of SAB No. 101. After evaluation of the
Company's revenue recognition policies compared to the guidance in SAB No. 101,
the Company will change its accounting policy for the recognition of revenue
from mobile file storage equipment and potentially certain imaging services.
Adoption of the change in accounting related to mobile filing storage equipment
will result in revenue being recorded only after installation of such equipment
on customer premises rather than upon shipment, thus postponing revenue
recognition by an average of two months. In the third quarter of fiscal 2001,
the Company intends to adopt this accounting change through a retroactive,
cumulative-effect adjustment as of the beginning of the fiscal year 2001, with a
restatement of the first two interim quarters to apply the new accounting policy
consistently throughout the year. The change in accounting as of the
beginning of the year will result in a separately identified charge to the
first quarter of between $.07 and $.11 per share.
BUSINESS ENVIRONMENT AND RISK FACTORS
The Company's future operating results may be affected by various trends
and factors, which the Company must successfully manage in order to achieve
favorable operating results. In addition, there are trends and factors beyond
the Company's control, which affect its operations. Such trends and factors
include, but are not limited to, adverse changes in general economic conditions
or conditions in the specific markets for the Company's products, governmental
regulation, fluctuations in foreign exchange rates, and other factors, including
those listed below.
DISTRIBUTION CHANNELS
The Company reaches its North American customers through a broad
distribution system, which currently includes 24 sales branches in the U.S. and
Canada employing approximately 120 account managers who primarily call on large
companies and government agencies. The Company currently also has approximately
100 U.S. and Canadian independent Channel Partners who primarily serve medium
and smaller size firms. Additional Channel Partners may be appointed in the
future. The Company also maintains a call center to receive orders by telephone
and intends to expand the call center operation to include outbound solicitation
of orders. There can be no assurance that the Company's distribution system will
obtain sufficient orders to return the Company to profitability.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED
RETAINING AND ATTRACTING QUALIFIED PERSONNEL
The Company's future performance may depend in significant part upon
attracting and retaining key senior management, sales, manufacturing, marketing
and technical support personnel. Competition for such personnel is intense and
the inability to retain its current key personnel or to attract, assimilate or
retain other highly qualified personnel in the future on a timely basis could
have a material adverse effect on the Company's business, results of operations
and financial condition.
FLUCTUATIONS IN OPERATING RESULTS
Factors affecting the Company's operating results and gross margins include
the volume of product sales, competitive pricing pressures, the ability of the
Company to match supply with demand, changes in product and customer mix, market
acceptance of new or enhanced versions of the Company's products and services,
changes in the channels through which the Company's products and services are
distributed, timing of new product announcements and introductions by the
Company and its competitors, fluctuations in product costs, variations in
manufacturing cycle times, fluctuations in manufacturing utilization, the
ability of the Company to achieve manufacturing volumes with its new and
existing products, increased research and development expenses, exchange rate
fluctuations, a change in the Company's effective tax rate and changes in
general economic conditions. All of these factors are difficult to forecast and
these or other factors can materially affect the Company's quarterly or annual
operating results.
COMPETITION
The Company expects competition to increase in the future from existing
competitors and from other companies that may enter the Company's existing or
future markets with similar or alternative document management solutions that
may be less costly or provide additional features. Such competition could result
in lost sales and in lower operating results, if the Company's average selling
prices decrease faster than its costs.
PROFESSIONAL SERVICES
The Company's Professional Services business requires submitting bids to
customers based on estimates of the time and expense needed to meet various
project specifications and deadlines. Failure to estimate accurately and execute
within proper estimates has had a negative impact on our gross margins and may
continue to do so. Management is developing improved cost controls and
management oversight to produce better estimates and project execution. There
can be no assurance that these improvements will be successful.
DEPENDENCE ON SOLE SOURCE SUPPLIERS
The Company purchases several critical components from single or sole
source vendors for which alternative sources are not currently developed.
Development of alternative suppliers would require a significant amount of time
to qualify in the case of certain of the Company's components. The Company does
not maintain long-term supply agreements with any of these vendors. The
inability to develop alternative sources for these single or sole source
components or to obtain sufficient quantities of these components could result
in delays or reductions in product shipments, which could adversely affect the
Company's business, financial condition and results of operations.
NEW PROCESSES AND PRODUCTS AND MANUFACTURING VOLUMES
There can be no assurance that the Company's manufacturing facilities will
achieve or maintain acceptable manufacturing volumes in the future. The
inability of the Company to achieve planned volumes from its manufacturing
facilities could have an adverse effect on the Company's business, financial
condition and results of operations. Any problems experienced by the Company in
its current or future transitions to new processes and products or the
consolidation of its manufacturing operations could have a material adverse
effect on the Company's business, financial condition and results of operations.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
DEMAND FOR PAPER-BASED RECORDS MANAGEMENT MAY DECLINE
Recent market research indicates there may be an accelerated move to digital
technologies, such as imaging, by large paper intensive organizations. This
trend could result in a weakening of demand for the Company's paper-based
records management supplies and records storage products. Failure of the Company
to match the changing market with new document management products and services
in the digital arena could materially adversely affect the Company's business,
results of operations, financial condition and prospects.
BACKLOG
The backlog of orders has historically not been a significant factor in
understanding the business of the Company because the order-to-revenue cycle was
typically completed within 30 to 60 days from receipt of an order. In recent
periods, however, the orders obtained by the Company have included a higher
percentage of larger projects with a longer order-to-revenue cycle. Revenue from
product sales is generally recognized upon product shipment. Professional
service projects, some of which include product sales, tend to have a longer
order-to-revenue cycle. The Company's working capital needs have increased to
support the consequently longer order-to-collection cycle. The Company is
currently attempting to achieve a more favorable mix of orders of varying sizes
and types. There can be no assurance that these efforts will be successful.
The Company's order booking to invoicing ratio ("book-to-bill ratio") was
1:10:1.0 for the second quarter of fiscal 2001, resulting in a small increase in
backlog. The ratio was .94:1.0 in the fourth quarter of fiscal 2000 and .98:1.0
in the first quarter of fiscal 2001. There can be no assurance that the
Company's book-to-bill ratio will continue to improve.
GOVERNMENT SALES
Government revenues primarily expose the Company to risks from reductions
in budget allocations to support regulation and administrative offices. The
current reinventing government initiative opens opportunities to help the
government streamline workflow processes, reduce paperwork and increase customer
service, which may provide short-term opportunities for the Company. However,
the long-term effect of a government initiative to streamline processes could
have a negative impact on the Company's business, financial condition and
results of operations.
PATENTS, PROPRIETARY RIGHTS AND RELATED LITIGATION
The Company relies on a combination of patents, trademarks, copyright and
trade secret laws, confidentiality procedures and licensing arrangements to
protect its intellectual property rights. The Company has been notified in the
past and the Company may be notified in the future of claims that they may be
infringing upon patents or other intellectual property rights owned by third
parties. There can be no assurance that in the future any patents held by the
Company will not be invalidated, that patents will be issued for any of the
Company's pending applications or that any claims allowed from existing or
pending patents will be of sufficient scope or strength or be issued in the
primary countries where the Company's products can be sold to provide meaningful
protection or any commercial advantage to the Company. Additionally, competitors
of the Company may be able to design around the Company's patents.
EURO CONVERSION
In January 1999, certain member countries of the European Union established
permanent, fixed conversion rates between their existing currencies and the
European Union's common currency (the Euro). The transition period for the
introduction of the Euro is scheduled to phase in over a period ending January
1, 2002, with the existing currency being completely removed from circulation on
July 1, 2002. The timing of phasing out all uses of the existing currencies will
comply with the legal requirements and also be scheduled to facilitate optimal
coordination with the plans of our vendors, distributors and customers. Work
related to the introduction of the Euro and the phasing out of the other
currencies includes converting information technology systems; recalculating
currency risk; and taking action, if needed, regarding continuity of contracts;
and modifying our processes for preparing tax, accounting, payroll and customer
records. Management believes the introduction of the Euro and the phasing out of
the other currencies will not have a material impact on the Company's
Consolidated Financial Statements.
14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
RISKS ASSOCIATED WITH INTERNATIONAL SALES
International sales accounted for approximately 24% and 21%, respectively
of the Company's total revenues in the second quarter of fiscal 2001 and 2000.
Fluctuations in currencies negatively impacted the Company in its second quarter
and could adversely affect the Company's business, financial condition and
results of operations in the future. In addition, gains and losses on the
conversion to United States dollars of accounts receivable, accounts payable and
other monetary assets and liabilities arising from international operations may
contribute to fluctuations in the Company's results of operations. Because sales
of the Company's products have been denominated to date primarily in United
States dollars, increases in the value of the United States dollar could
increase the price of the Company's products so that they become relatively more
expensive to customers in the local currency of a particular country, leading to
a reduction in sales and profitability in that country. The Company is subject
to the risks of conducting business internationally, including foreign
government regulation and general geopolitical risks such as political and
economic instability, potential hostilities and changes in diplomatic and trade
relationships. Manufacturing and sales of the Company's products may also be
materially adversely affected by factors such as unexpected changes in, or
imposition of, regulatory requirements, tariffs, import and export restrictions
and other barriers and restrictions, longer payment cycles, greater difficulty
in accounts receivable collection, potentially adverse tax consequences, the
burdens of complying with a variety of foreign laws and other factors beyond the
Company's control. In addition, the laws of certain foreign countries in which
the Company's products are or may be developed, manufactured or sold, may not
protect the Company's intellectual property rights to the same extent as do the
laws of the United States and thus make piracy of the Company's products a more
likely possibility. There can be no assurance that these factors will not have a
material adverse effect on the Company's business, financial condition or
results of operations.
MANAGEMENT OF GROWTH
The Company increased its expense levels in fiscal 1999 and 2000 to support
planned growth. In fiscal 2001 the Company will be focusing on reducing costs
since growth has not materialized as planned. If the cost reduction measures do
not align with the current revenue levels, the Company's business, financial
condition and results of operations will be materially adversely affected.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
The Company is exposed to market risk related to fluctuations in interest
rates and in foreign currency exchange rates.
The Company's exposure to market risk due to fluctuations in interest rates
relates primarily to its short-term investment portfolio, which consists of
corporate debt securities, which are classified as available-for-sale and were
reported at an aggregate fair value of $4.5 million as of November 30, 2000.
These available-for-sale securities are subject to interest rate risk in as much
as their fair value will fall, if market interest rates increase. If market
interest rates were to increase immediately and uniformly by 10% from the levels
prevailing at May 31, 2000, the fair value of the portfolio would not decline by
a material amount. The Company does not use derivative financial instruments to
mitigate the risks inherent in these securities. However, the Company does
attempt to reduce such risks by typically limiting the maturity date of such
securities to no more than nine months, placing its investments with high credit
quality issuers and limiting the amount of credit exposure with any one issuer.
In addition, the Company believes that it currently has the ability to hold
these investments until maturity, and therefore, believes that reductions in the
value of such securities attributable to short-term fluctuations in interest
rates would not materially affect the financial position, results of operations
or cash flows of the Company.
The Company's exposure to market risk due to fluctuations in foreign
currency exchange rates relates primarily to the intercompany balance with its
European subsidiary. Although the Company transacts business with various
foreign countries, settlement amounts are usually based on local currency.
Transaction gains or losses have not been significant in the past and there is
no hedging activity on Netherlands Guilders or other currencies. Based on the
intercompany balance of $0.1 million at November 30, 2000, a hypothetical 10%
adverse change in Netherlands
15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Guilders against U.S. dollars would not result in a material foreign exchange
loss. Consequently, the Company does not expect that reductions in the value of
such intercompany balances or of other accounts denominated in foreign
currencies resulting from even a sudden or significant fluctuation in foreign
exchange rates, would have a direct material impact on the Company's financial
position, results of operations or cash flows.
Notwithstanding the foregoing analysis of the direct effects of interest
rate and foreign currency exchange rate fluctuations on the value of certain of
the Company's investments and accounts, the indirect effects of such
fluctuations could have a material adverse effect on the Company's business,
financial condition and results of operations. For example, international demand
for the Company's products could be affected by foreign currency exchange rates.
In addition, interest rate fluctuations may affect the buying patterns of the
Company's customers. Furthermore, interest rate and currency exchange rate
fluctuations have broad influence on the general condition of the U.S., foreign
and global economies, which could materially and adversely affect the Company.
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
(a) The company held its annual meeting of stockholders on
September 21, 2000.
(b) All of management's nominees as listed in the proxy
statement were elected. The names of the directors elected
are listed and represent the entire Board of Directors as of
the annual meeting.
(c) The votes for each Director are indicated below:
<TABLE>
<CAPTION>
Director For Withheld Authority
--------------- --------------- --------------------
<S> <C> <C>
K. S. Hanson 4,339,855 283,706
J.A. Heimbuck 4,337,346 286,215
J. K. Myers 4,344,519 279,042
H. A. Wolf 4,298,088 325,473
</TABLE>
(d) The company's appointment of Deloitte & Touche LLP as the
independent accountants for the fiscal year ending May 31,
2001 was approved. The vote is indicated below:
<TABLE>
<S> <C>
For 4,352,320
Against 244,776
Abstain 26,465
Non-Vote 0
</TABLE>
16
<PAGE>
ITEM 5. OTHER INFORMATION
Gary Ampulski was appointed as a director of the Company on December
14, 2000 and as President and Chief Executive Officer of the Company
January 1, 2001.
ITEM 6. EXHIBITS
(a) 10.1 Business Loan Agreement between Comerica Bank-California
and Tab Products Co. dated November 21, 2000
(b) Reports on Form 8-K
Form 8-K filed September 22, 2000
-------------------------------------
(1) Compensatory Plan or Arrangement
17
<PAGE>
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.
TAB PRODUCTS CO.
(Registrant)
Date: January 12, 2001 /s/ David J. Davis
---------------------------
David J. Davis, Senior Vice
President and Chief
Financial Officer
Date: January 12, 2001 /s/ William R. Kinzie
----------------------------
William R. Kinzie, Corporate
Controller and Chief Accounting
Officer
18
