SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934
For the Quarter Ended December 26, 2003
Commission File No. 023018
PLANAR SYSTEMS, INC.
(exact name of registrant as specified in its charter)
| Oregon | 93-0835396 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 1195 NW Compton Dr., Beaverton, Oregon | 97006 | |
| (Address of principal executive offices) | (zip code) | |
Registrants telephone number, including area code: (503) 748-1100
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. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) x Yes ¨ No
Number of common stock outstanding as of February 2, 2004
14,586,761 shares, no par value per share
PLANAR SYSTEMS, INC.
| Page | ||||
| Part I. |
Financial Information | |||
| Item 1. |
Financial Statements | |||
| Consolidated Statements of Operations for the Three Months Ended December 26, 2003 and December 27, 2002 | 3 | |||
| Consolidated Balance Sheets as of December 26, 2003 and September 26, 2003 | 4 | |||
| Consolidated Statements of Cash Flows for the Three Months Ended December 26, 2003 and December 27, 2002 | 5 | |||
| Notes to Consolidated Financial Statements | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risks | 15 | ||
| Item 4. |
Controls and Procedures | 15 | ||
| Part II. |
Other Information | |||
| Item 5. |
Other Information | 15 | ||
| Item 7. |
Exhibits and Reports on Form 8K | 23 | ||
| 24 | ||||
2
Part 1. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Planar Systems, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
| Three months ended |
||||||||
| Dec. 26, 2003 |
Dec. 27, 2002 |
|||||||
| Sales |
$ | 62,899 | $ | 56,743 | ||||
| Cost of sales |
46,438 | 39,977 | ||||||
| Gross profit |
16,461 | 16,766 | ||||||
| Operating expenses: |
||||||||
| Research and development, net |
2,448 | 2,397 | ||||||
| Sales and marketing |
4,478 | 4,693 | ||||||
| General and administrative |
3,762 | 4,364 | ||||||
| Amortization of intangible assets |
708 | 708 | ||||||
| Total operating expenses |
11,396 | 12,162 | ||||||
| Income from operations |
5,065 | 4,604 | ||||||
| Non-operating income (expense): |
||||||||
| Interest, net |
(229 | ) | (465 | ) | ||||
| Foreign exchange, net |
(69 | ) | (32 | ) | ||||
| Net non-operating expense |
(298 | ) | (497 | ) | ||||
| Income before income taxes |
4,767 | 4,107 | ||||||
| Provision for income taxes |
1,668 | 1,397 | ||||||
| Net income |
$ | 3,099 | $ | 2,710 | ||||
| Basic net income per share |
$ | 0.21 | $ | 0.20 | ||||
| Average shares outstanding - basic |
14,513 | 13,783 | ||||||
| Diluted net income per share |
$ | 0.21 | $ | 0.19 | ||||
| Average shares outstanding - diluted |
15,053 | 14,429 | ||||||
See accompanying notes to unaudited consolidated financial statements.
3
Planar Systems, Inc.
(In thousands)
| Dec. 26, 2003 |
Sept. 26, 2003 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 44,626 | $ | 37,424 | ||||
| Accounts receivable |
32,054 | 37,148 | ||||||
| Inventories |
36,096 | 39,255 | ||||||
| Other current assets |
12,094 | 11,536 | ||||||
| Total current assets |
124,870 | 125,363 | ||||||
| Property, plant and equipment, net |
19,718 | 19,898 | ||||||
| Goodwill |
49,001 | 49,001 | ||||||
| Intangible assets |
9,839 | 10,547 | ||||||
| Other assets |
5,887 | 5,027 | ||||||
| $ | 209,315 | $ | 209,836 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 20,331 | $ | 20,076 | ||||
| Accrued compensation |
4,711 | 5,560 | ||||||
| Current portion of long-term debt and capital leases |
632 | 12,373 | ||||||
| Deferred revenue |
273 | 410 | ||||||
| Other current liabilities |
10,934 | 13,498 | ||||||
| Total current liabilities |
36,881 | 51,917 | ||||||
| Long-term debt and capital leases, less current portion |
9,817 | 3,217 | ||||||
| Other long-term liabilities |
4,293 | 3,863 | ||||||
| Total liabilities |
50,991 | 58,997 | ||||||
| Shareholders equity: |
||||||||
| Common stock |
129,830 | 126,947 | ||||||
| Retained earnings |
33,607 | 30,621 | ||||||
| Accumulated other comprehensive loss |
(5,113 | ) | (6,729 | ) | ||||
| Total shareholders equity |
158,324 | 150,839 | ||||||
| $ | 209,315 | $ | 209,836 | |||||
See accompanying notes to unaudited consolidated financial statements.
4
Planar Systems, Inc.
Consolidated Statement of Cash Flows
(In thousands)
(unaudited)
| Three months ended |
||||||||
| Dec. 26, 2003 |
Dec. 27, 2002 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 3,099 | $ | 2,710 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Depreciation and amortization |
1,904 | 2,887 | ||||||
| Deferred taxes |
| (30 | ) | |||||
| Decrease in accounts receivable |
5,081 | 1,621 | ||||||
| (Increase) decrease in inventories |
3,093 | (935 | ) | |||||
| (Increase) decrease in other current assets |
(504 | ) | 1,235 | |||||
| Increase in accounts payable |
211 | 3,270 | ||||||
| Increase (decrease) in accrued compensation |
(862 | ) | 316 | |||||
| Decrease in deferred revenue |
(143 | ) | (273 | ) | ||||
| Increase (decrease) in other current liabilities |
(2,485 | ) | 296 | |||||
| Net cash provided by operating activities |
9,394 | 11,097 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchase of property, plant and equipment |
(1,085 | ) | (500 | ) | ||||
| Increase in other long-term liabilities |
491 | 15 | ||||||
| (Increase) decrease in long-term assets |
(491 | ) | 182 | |||||
| Net cash used in investing activities |
(1,085 | ) | (303 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Payments of long-term debt and capital lease obligations |
(11,902 | ) | (10,026 | ) | ||||
| Proceeds from long-term debt |
6,761 | | ||||||
| Stock repurchase |
(113 | ) | (120 | ) | ||||
| Net proceeds from issuance of capital stock |
2,883 | 1,902 | ||||||
| Net cash used in financing activities |
(2,371 | ) | (8,244 | ) | ||||
| Effect of exchange rate changes |
1,264 | 139 | ||||||
| Net increase in cash and cash equivalents |
7,202 | 2,689 | ||||||
| Cash and cash equivalents at beginning of period |
37,424 | 37,451 | ||||||
| Cash and cash equivalents at end of period |
$ | 44,626 | $ | 40,140 | ||||
See accompanying notes to unaudited consolidated financial statements.
5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. These financial statements should be read in connection with the Companys audited financial statements for the year ended September 26, 2003.
Note 2 STOCK-BASED COMPENSATION PLANS
Stock-based compensation plans
The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
If the Company accounted for its stock-based compensation plans in accordance with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, the Companys net income and net income per share would approximate the pro forma disclosures below:
| Three months ended |
||||||||
| Dec. 26, 2003 |
Dec. 27, 2002 |
|||||||
| Net income, as reported |
$ | 3,099 | $ | 2,710 | ||||
| Less total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects |
(823 | ) | (1,063 | ) | ||||
| Pro forma net income |
$ | 2,276 | $ | 1,647 | ||||
| Net income per share: |
||||||||
| Basicas reported |
$ | 0.21 | $ | 0.20 | ||||
| Basicpro forma |
$ | 0.16 | $ | 0.12 | ||||
| Dilutedas reported |
$ | 0.21 | $ | 0.19 | ||||
| Dilutedpro forma |
$ | 0.15 | $ | 0.11 | ||||
The effects of applying FAS No. 123 in this pro forma disclosure are not indicative of future amounts. FAS No. 123 does not apply to awards prior to January 1, 1995 and additional awards are anticipated in future years.
Note 3 - INVENTORIES
Inventories, stated at the lower of cost or market, consist of:
| Dec. 26, 2003 |
Sept. 26, 2003 | |||||
| (Unaudited) | ||||||
| Raw materials |
$ | 12,426 | $ | 11,308 | ||
| Work in process |
1,746 | 2,891 | ||||
| Finished goods |
21,924 | 25,056 | ||||
| $ | 36,096 | $ | 39,255 | |||
6
Inventory reserves for estimated inventory obsolescence were $4,704 and $4,933 as of December 26, 2003 and September 26, 2003, respectively. Included in cost of sales are $156 and $146 of charges related to inventory obsolescence reserves for the three month periods ended December 26, 2003 and December 27, 2002, respectively.
Note 4 - RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred. The Company periodically enters into research and development contracts with certain governmental agencies and private-sector companies. These contracts generally provide for reimbursement of costs. Funding from research and development contracts is recognized as a reduction in operating expenses during the period in which the services are performed and related direct expenses are incurred, as follows:
| Three months ended |
||||||||
| Dec. 26, 2003 |
Dec. 27, 2002 |
|||||||
| Research and development expense |
$ | 2,589 | $ | 3,103 | ||||
| Contract Funding |
(141 | ) | (706 | ) | ||||
| Research and development, net |
$ | 2,448 | $ | 2,397 | ||||
Note 5 - NON-RECURRING CHARGES
The non-recurring charges incurred affected the Companys financial position as follows:
| Accrued Compensation |
Other Liabilities |
|||||||
| Balance as of September 26, 2003 |
$ | 896 | $ | 1,168 | ||||
| Cash paid out |
(727 | ) | (220 | ) | ||||
| Balance as of December 26, 2003 |
$ | 169 | $ | 948 | ||||
During the first quarter of fiscal year 2004, the Company paid cash of $947 related to contractual liabilities, severance and lease termination costs. The remaining amounts are expected to be paid primarily by the end of fiscal year 2004.
Note 6 - INCOME TAXES
The provision for income taxes has been recorded based upon the current estimate of the Companys annual effective tax rate. This rate differs from the federal statutory rate primarily due to the provision for state income taxes, research credits, and the effects of the Companys foreign tax rates
Note 7 NET INCOME PER COMMON SHARE
Basic net income per share was computed using the weighted average number of shares of common stock outstanding during each period. Diluted net income per share is computed using the weighted average number of common shares plus dilutive common equivalent shares outstanding during the period. Incremental shares of 540 and 646 for the quarters ended December 26, 2003 and December 27, 2002, respectively, were used in the calculations of diluted earnings per share. Potential common equivalent shares related to stock options excludes 486 and 1,545 shares not included in the computation of diluted net income per share because the options exercise price was greater than the average market price of the common shares for the periods ended December 26, 2003, and December 27, 2002, respectively.