UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 27, 2003
Commission File Number
Number 0-11559
KEY TRONIC CORPORATION
| Washington | 91-0849125 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
North 4424 Sullivan
Spokane, Washington 99216
(509) 928-8000
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
At February 9, 2004, 9,672,580 shares of Common Stock, no par value (the only class of common stock), were outstanding.
Index
| * | Items are not applicable |
2
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 27, 2003 |
June 28, 2003 |
|||||||
| (In thousands) | ||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 869 | $ | 956 | ||||
| Trade receivables, less allowance for doubtful accounts of $72 and $105 |
18,746 | 17,078 | ||||||
| Inventories |
21,695 | 24,151 | ||||||
| Other |
2,309 | 2,050 | ||||||
| Total current assets |
43,619 | 44,235 | ||||||
| Property, plant and equipment net |
11,111 | 11,982 | ||||||
| Other assets: |
||||||||
| Restricted cash |
600 | 1,142 | ||||||
| Other, net of accumulated amortization of $562 and $565 |
898 | 1,001 | ||||||
| Goodwill |
765 | 765 | ||||||
| Total other assets |
2,263 | 2,908 | ||||||
| Total assets |
$ | 56,993 | $ | 59,125 | ||||
| Liabilities and shareholders equity |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term obligations |
$ | 461 | $ | 730 | ||||
| Accounts payable |
14,948 | 13,145 | ||||||
| Accrued compensation and vacation |
2,845 | 4,213 | ||||||
| Litigation settlement - short-term |
800 | 1,124 | ||||||
| Other |
2,145 | 3,240 | ||||||
| Total current liabilities |
21,199 | 22,452 | ||||||
| Long-term liabilities: |
||||||||
| Revolving loan long-term |
9,719 | 9,864 | ||||||
| Litigation settlement long-term |
2,171 | 2,593 | ||||||
| Other |
1,051 | 1,096 | ||||||
| Total long-term liabilities |
12,941 | 13,553 | ||||||
| Commitments and contingencies (Note 8) |
||||||||
| Shareholders equity: |
||||||||
| Common stock, no par value - shares authorized 25,000; outstanding 9,673 and 9,673 |
38,393 | 38,393 | ||||||
| Accumulated deficit |
(15,540 | ) | (15,273 | ) | ||||
| Total shareholders equity |
22,853 | 23,120 | ||||||
| Total liabilities and shareholders equity |
$ | 56,993 | $ | 59,125 | ||||
See accompanying notes to consolidated financial statements.
3
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Second Quarters Ended |
||||||||
| December 27, 2003 |
December 28, 2002 |
|||||||
| (in thousands, except per share amounts) |
||||||||
| Net sales |
$ | 32,567 | $ | 30,552 | ||||
| Cost of sales |
29,835 | 27,068 | ||||||
| Gross margin |
2,732 | 3,484 | ||||||
| Operating expenses: |
||||||||
| Research, development and engineering |
589 | 774 | ||||||
| Selling |
338 | 456 | ||||||
| General and administrative |
1,730 | 1,832 | ||||||
| Total operating expenses |
2,657 | 3,062 | ||||||
| Operating income |
75 | 422 | ||||||
| Interest expense |
265 | 260 | ||||||
| Other income, net |
(13 | ) | (28 | ) | ||||
| Income (loss) before income tax provision |
(177 | ) | 190 | |||||
| Income tax provision |
110 | 116 | ||||||
| Net income (loss) |
$ | (287 | ) | $ | 74 | |||
| Earnings per share: |
||||||||
| Earnings (loss) per common share - basic and diluted |
$ | (0.03 | ) | $ | 0.01 | |||
| Weighted average shares outstanding basic and diluted |
9,673 | 9,673 | ||||||
See accompanying notes to consolidated financial statements.
4
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Six Months Ended |
||||||||
| December 27, 2003 |
December 28, 2002 |
|||||||
| (in thousands, except per share amounts) |
||||||||
| Net sales |
$ | 67,219 | $ | 64,586 | ||||
| Cost of sales |
61,071 | 57,596 | ||||||
| Gross profit on sales |
6,148 | 6,990 | ||||||
| Operating expenses: |
||||||||
| Research, development and engineering |
1,288 | 1,484 | ||||||
| Selling |
846 | 923 | ||||||
| General and administrative |
3,495 | 3,626 | ||||||
| Total operating expenses |
5,629 | 6,033 | ||||||
| Operating income |
519 | 957 | ||||||
| Interest expense |
522 | 497 | ||||||
| Litigation settlement |
| (12,186 | ) | |||||
| Other income |
(19 | ) | (262 | ) | ||||
| Income (loss) before income tax provision |
16 | 12,908 | ||||||
| Income tax provision |
283 | 355 | ||||||
| Net income (loss) |
$ | (267 | ) | $ | 12,553 | |||
| Earnings (loss) per share: |
||||||||
| Earnings (loss) per common share - basic and diluted |
$ | (0.03 | ) | $ | 1.30 | |||
| Weighted average shares outstanding basic and diluted |
9,673 | 9,673 | ||||||
See accompanying notes to consolidated financial statements.
5
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended |
||||||||
| December 27, 2003 |
December 28, 2002 |
|||||||
| (in thousands) | ||||||||
| Increase (decrease) in cash and cash equivalents: |
||||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | (267 | ) | $ | 12,553 | |||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
1,438 | 1,497 | ||||||
| Provision for (recovery of) obsolete inventory |
(575 | ) | 93 | |||||
| Provision for (recovery of) doubtful receivables |
| (56 | ) | |||||
| Provision for warranty |
70 | 0 | ||||||
| Litigation settlement |
| (12,186 | ) | |||||
| (Gain) loss on disposal of assets |
14 | (16 | ) | |||||
| Changes in operating assets and liabilities: |
||||||||
| Trade receivables |
(1,668 | ) | 5,138 | |||||
| Inventories |
3,031 | (1,199 | ) | |||||
| Other assets |
(375 | ) | 99 | |||||
| Accounts payable |
1,803 | (1,770 | ) | |||||
| Accrued compensation and vacation |
(1,368 | ) | 144 | |||||
| Litigation settlement |
(746 | ) | (2,821 | ) | ||||
| Other liabilities |
(1,441 | ) | (374 | ) | ||||
| Cash provided by (used in) operating activities |
(84 | ) | 1,102 | |||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment |
(368 | ) | (1,093 | ) | ||||
| Increase (decrease) in restricted cash |
542 | (421 | ) | |||||
| Proceeds from sale of property and equipment |
2 | 26 | ||||||
| Cash provided by (used in) investing activities |
176 | (1,488 | ) | |||||
| Cash flows from financing activities: |
||||||||
| Payment of financing costs |
(35 | ) | (150 | ) | ||||
| Borrowings under revolving credit agreement |
67,622 | 70,566 | ||||||
| Repayment of revolving credit agreement |
(67,766 | ) | (70,002 | ) | ||||
| Cash (used in) provided by financing activities |
(179 | ) | 414 | |||||
| Net increase (decrease) in cash and cash equivalents |
(87 | ) | 28 | |||||
| Cash and cash equivalents, beginning of period |
956 | 1,205 | ||||||
| Cash and cash equivalents, end of period |
$ | 869 | $ | 1,233 | ||||
See accompanying notes to consolidated financial statements.
6
KEY TRONIC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments of a normal and recurring nature necessary for a fair presentation, in all material respects, of the financial position, results of operations, and cash flows for the periods presented. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Companys Form 10-K report for the fiscal year ended June 28, 2003. Certain reclassifications have been made for consistent presentation.
On October 24, 2002, the Company announced the settlement of the litigation with F&G Scrolling Mouse LLC as explained in greater detail in Note 8 to these financial statements. Because this settlement was material to the Companys financial position and results of operations, and because the settlement was reached prior to publication of the six months ended December 28, 2002 quarterly report, the financial statements of the first quarter of fiscal year 2003 have been adjusted to incorporate the settlement within them. Readers should be aware that the reported earnings for the six months ended December 28, 2002, include a one-time benefit for reversal of previously recorded litigation expense.
1. NEW ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Standard requires that certain freestanding financial instruments be classified as liabilities, including mandatorily redeemable financial instruments, obligations to repurchase the issuers equity shares by transferring assets and certain obligations to issue a variable number of shares. SFAS No. 150 is effective for financial instruments entered into or modified subsequent to May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. However, in October 2003, certain provisions of SFAS No. 150 have been deferred indefinitely. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. The Company adopted SFAS No. 150 on July 1, 2003. The adoption of this standard did not have a material effect on the Companys consolidated financial statements.
2. INVENTORIES
| December 27, 2003 |
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