FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2003
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 1-10233
MAGNETEK, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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95-3917584 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification Number) |
10900 Wilshire Blvd., Suite 850
Los Angeles, California 90024
(Address of principal executive offices)
(Zip Code)
(310) 208-1980
(Registrant’s telephone number, including area code)
(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 ý No o
Indicate by check mark whether the registrant is considered an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes ý No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
The
number of shares outstanding of Registrant’s Common Stock, as of
October 30, 2003 was 28,446,302 shares.
2004 MAGNETEK FORM 10-Q
TABLE OF CONTENTS FOR THE QUARTERLY REPORT ON FORM 10Q
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2003
MAGNETEK, INC.
Part I. |
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Financial Information |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Part II. |
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Other Information |
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PART I. FINANCIAL INFORMATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles for complete financial statements.
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to fairly present the financial position as of September 30, 2003 and the results of operations and cash flows for the three-month periods ended September 30, 2003 and 2002. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Company’s latest Annual Report on Form 10-K. Results for the three-months ended September 30, 2003 are not necessarily indicative of results that may be experienced for the full fiscal year.
This document, including documents incorporated herein by reference, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “expect”, “estimate”, “anticipate”, “intend”, “may”, “might”, “will”, “would”, “could”, “project”, and “predict”, or similar words and phrases generally identify forward-looking statements. Forward-looking statements contained or incorporated by reference in this document, including those set forth in the section of this document entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, include, but are not limited to, statements regarding projections of revenues, income or loss, capital expenditures, plans for future operations, products or services and financing needs or expectations, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties which in many cases are beyond the control of the Company and which cannot be predicted or quantified. As a result, future events and actual results could differ materially from those set forth in, contemplated by, or underlying forward-looking statements. Such risks and uncertainties include but are not limited to economic conditions in general, sensitivity to industry conditions, competitive factors such as technology and pricing pressures, business conditions in the telecommunications and electronic equipment markets, international sales and operations, dependence on significant customers, increased material costs, risks and costs associated with acquisitions and divestitures, environmental matters and the risk that the Company’s ultimate costs of doing business exceed present estimates. Further information on factors that could affect Magnetek’s financial results can be found in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements contained in this document speak only as of the date of this document or, in the case of any document incorporated by reference, the date of that document. The Company does not have any obligation to publicly update or revise any forward-looking statement contained or incorporated by reference in these documents to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
2
MAGNETEK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
September 30, 2003 and 2002
(amounts in thousands, except per share data)
(unaudited)
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2003 |
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2002 |
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Net sales |
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$ |
50,435 |
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$ |
42,826 |
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Cost of sales |
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40,089 |
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33,042 |
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Gross profit |
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10,346 |
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9,784 |
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Research and development |
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2,843 |
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2,513 |
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Selling, general and administrative |
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10,470 |
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9,464 |
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Non-recurring gain |
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— |
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(27,771 |
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Income (loss) from operations |
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(2,967 |
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25,578 |
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Interest and other expense |
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672 |
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186 |
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Income (loss) before provision for income taxes |
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(3,639 |
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25,392 |
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Provision for income taxes |
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— |
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9,649 |
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Net income (loss) |
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$ |
(3,639 |
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$ |
15,743 |
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Earnings (loss) per common share |
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Basic and diluted: |
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Net income (loss) |
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$ |
(0.15 |
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$ |
0.67 |
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See accompanying notes
3
MAGNETEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2003 and JUNE 30, 2003
(amounts in thousands)
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ASSETS |
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September 30 |
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June 30 |
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(unaudited) |
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Current assets: |
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Cash |
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$ |
1,396 |
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$ |
1,680 |
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Accounts receivable, net |
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43,823 |
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46,745 |
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Inventories |
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49,965 |
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48,843 |
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Prepaid expenses and other |
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9,760 |
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12,908 |
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Total current assets |
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104,944 |
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110,176 |
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Property, plant and equipment |
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113,012 |
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111,723 |
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Less-accumulated depreciation and amortization |
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80,438 |
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77,929 |
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32,574 |
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33,794 |
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Goodwill |
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63,147 |
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63,067 |
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Prepaid pension and other assets |
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74,169 |
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73,614 |
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Total Assets |
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$ |
274,834 |
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$ |
280,651 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
35,773 |
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$ |
35,496 |
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Accrued liabilities |
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10,517 |
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13,452 |
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Current portion of long-term debt |
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649 |
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805 |
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Total current liabilities |
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46,939 |
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49,753 |
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Long-term debt, net of current portion |
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25,228 |
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25,897 |
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Other long-term obligations |
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116,635 |
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118,861 |
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Deferred income taxes |
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6,455 |
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6,469 |
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Stockholders’ equity |
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Common stock |
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243 |
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237 |
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Paid in capital in excess of par value |
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108,988 |
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106,541 |
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Retained earnings |
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77,320 |
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80,959 |
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Accumulated other comprehensive loss |
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(106,974 |
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(108,066 |
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Total stockholders’ equity |
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79,577 |
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79,671 |
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Total Liabilities and |
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Stockholders’ Equity |
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$ |
274,834 |
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$ |
280,651 |
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