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 quarterly period ended March 31, 2004
| ¨ | 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 - 23426
REPTRON ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 38-2081116 | |
| State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
| 13700 Reptron Boulevard, Tampa, Florida | 33626 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (813) 854-2000
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 ¨
As of May 24, 2004, there were 5,000,000 shares of the Registrant’s Common Stock issued and outstanding.
INDEX
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Reorganized Company Two Months Ended March 31, 2004 |
Predecessor Company One Month Ended January 31, 2004 |
Predecessor Company Three Months Ended March 31, 2003 |
||||||||||
| Net Sales |
$ | 23,187 | $ | 12,368 | $ | 34,524 | ||||||
| Cost of goods sold |
20,545 | 11,479 | 30,223 | |||||||||
| Gross profit |
2,642 | 889 | 4,301 | |||||||||
| Selling, general and administrative expenses |
2,552 | 1,447 | 4,945 | |||||||||
| Operating income (loss) |
90 | (558 | ) | (644 | ) | |||||||
| Other income (expense): |
||||||||||||
| Interest expense, net |
(457 | ) | (61 | ) | (1,542 | ) | ||||||
| Reorganization gain on debt discharge |
— | 3,517 | — | |||||||||
| Reorganization costs (Note B) |
— | (853 | ) | — | ||||||||
| Total other income (expense) |
(457 | ) | 2,603 | (1,542 | ) | |||||||
| Earnings (loss) before income taxes |
(367 | ) | 2,045 | (2,186 | ) | |||||||
| Income tax provision |
— | 777 | — | |||||||||
| Earnings (loss) from continuing operations |
(367 | ) | 1,268 | (2,186 | ) | |||||||
| Discontinued operations (Note C) |
||||||||||||
| Loss from discontinued operations |
— | (507 | ) | (17,430 | ) | |||||||
| Income tax benefit |
— | 193 | — | |||||||||
| Loss on discontinued operations |
— | (314 | ) | (17,430 | ) | |||||||
| Net earnings (loss) |
$ | (367 | ) | $ | 954 | $ | (19,616 | ) | ||||
| Net earnings (loss) from continuing operations per common share - basic and diluted: |
$ | (0.07 | ) | $ | 0.20 | $ | (0.34 | ) | ||||
| Net earnings (loss) from discontinued operations per common share - basic and diluted: |
$ | — | $ | (0.05 | ) | $ | (2.72 | ) | ||||
| Net earnings (loss) per common share - basic and diluted |
$ | (0.07 | ) | $ | 0.15 | $ | (3.06 | ) | ||||
| Weighted average Common Stock equivalent shares outstanding - basic and diluted |
5,000,000 | 6,417,196 | 6,417,196 | |||||||||
The accompanying notes are an integral part of these financial statements
3
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| Reorganized Company March 31, 2004 |
Predecessor Company December 31, 2003 |
|||||||
| ASSETS |
||||||||
| CURRENT ASSETS |
||||||||
| Cash and cash equivalents |
$ | 875 | $ | 311 | ||||
| Restricted Cash |
1,045 | 2,640 | ||||||
| Account receivable - trade, net |
14,594 | 12,974 | ||||||
| Inventories, net |
19,176 | 19,546 | ||||||
| Prepaid expenses and other |
2,136 | 3,516 | ||||||
| Total current assets |
37,826 | 38,987 | ||||||
| PROPERTY, PLANT & EQUIPMENT |
18,982 | 20,098 | ||||||
| GOODWILL, NET |
19,231 | 18,970 | ||||||
| DEFERRED INCOME TAX |
1,872 | 2,449 | ||||||
| OTHER ASSETS |
41 | 719 | ||||||
| TOTAL ASSETS |
$ | 77,952 | $ | 81,223 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
||||||||
| CURRENT LIABILITIES |
||||||||
| Accounts payable – trade |
$ | 15,014 | $ | 15,167 | ||||
| Accrued expenses |
5,444 | 7,333 | ||||||
| Note payable to bank |
8,069 | 6,214 | ||||||
| Current portion of long-term obligations |
450 | 437 | ||||||
| Liabilities subject to compromise |
— | 83,456 | ||||||
| Total current liabilities |
28,977 | 112,607 | ||||||
| SENIOR SECURED NOTES |
30,000 | — | ||||||
| LONG-TERM OBLIGATIONS, less current portion |
3,567 | 3,670 | ||||||
| SHAREHOLDERS’ EQUITY |
||||||||
| Preferred Stock - authorized 10,000,000 and 15,000,000, respectively, shares of $.10 par value; no shares issued |
— | — | ||||||
| Common Stock - authorized 50,000,000 shares of $.01 par value; issued and outstanding, 5,000,000 and 6,417,196 shares, respectively |
50 | 64 | ||||||
| Additional paid-in capital |
15,725 | 23,146 | ||||||
| Accumulated deficit |
(367 | ) | (58,264 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) |
15,408 | (35,054 | ) | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
$ | 77,952 | $ | 81,223 | ||||
The accompanying notes are an integral part of these financial statements
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Reorganized Company Two Months Ended March 31, 2004 |
Predecessor Company One Month Ended January 31, 2004 |
Predecessor Company Three Months Ended March 31, 2003 |
||||||||||
| Increase (decrease) in cash and cash equivalents: |
||||||||||||
| Cash flows from operating activities of continuing operations: |
||||||||||||
| Net earnings (loss) |
$ | (367 | ) | $ | 954 | $ | (19,616 | ) | ||||
| Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities of continuing operations: |
||||||||||||
| Net loss from discontinued operations |
— | 314 | 17,430 | |||||||||
| Depreciation |
821 | 412 | 1,353 | |||||||||
| Amortization |
— | — | 183 | |||||||||
| Deferred tax asset |
(29 | ) | 606 | 7 | ||||||||
| Reorganization gain on debt discharge |
— | (3,517 | ) | — | ||||||||
| Change in assets and liabilities: |
||||||||||||
| Accounts receivable |
(1,575 | ) | 23 | 4,743 | ||||||||
| Inventories |
(331 | ) | 701 | 2,355 | ||||||||
| Prepaid expenses and other current assets |
1,342 | (1,024 | ) | (366 | ) | |||||||
| Other assets |
12 | 666 | (454 | ) | ||||||||
| Accounts payable |
(975 | ) | 281 | (3,330 | ) | |||||||
| Accrued expenses |
(993 | ) | 1,238 | 123 | ||||||||
| Net cash provided by (used in) operating activities of continuing operations |
(2,095 | ) | 654 | 2,428 | ||||||||
| Cash flows from investing activities of continuing operations: |
||||||||||||
| Decrease in restricted cash |
645 | 950 | — | |||||||||
| Purchases of property, plant & equipment |
(150 | ) | (51 | ) | (419 | ) | ||||||
| Net cash provided by (used in) investing activities of continuing operations |
495 | 899 | (419 | ) | ||||||||
| Cash flows from financing activities of continuing operations: |
||||||||||||
| Net proceeds (payments) on notes payable to banks |
3,215 | (1,360 | ) | (2,333 | ) | |||||||
| Payments on long-term obligations |
(60 | ) | (30 | ) | (320 | ) | ||||||
| Net cash provided by (used in) financing activities of continuing operations |
3,155 | (1,390 | ) | (2,653 | ) | |||||||
| Net increase (decrease) in cash and cash equivalents |
1,555 | 163 | (644 | ) | ||||||||
| Net increase in cash and cash equivalents from discontinued operations (see Note J) |
(762 | ) | (392 | ) | 753 | |||||||
| Cash and cash equivalents at the beginning of the period |
82 | 311 | 370 | |||||||||
| Cash and cash equivalents at the end of the period |
$ | 875 | $ | 82 | $ | 479 | ||||||
| Cash paid for interest |
$ | 123 | $ | 61 | ||||||||