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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended June 30, 2004

 

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 0-26924

 

AMX CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas   75-1815822
(State of Incorporation)   (I.R.S. Employer Identification No.)

3000 Research Drive

Richardson, Texas

  75082
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 222-0193

 

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

 

Common Stock, $0.01 Par Value   11,869,958
(Title of Each Class)   (Number of Shares Outstanding at July 31, 2004)

 


 

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AMX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

INDEX

 

          Page Number

Part I.

   Financial Information (Unaudited)     

Item 1.

   Consolidated Balance Sheets at June 30, 2004 and March 31, 2004    3
     Consolidated Statements of Operations for the Three Months Ended June 30, 2004 and 2003    4
     Consolidated Statements of Cash Flows for the Three Months ended June 30, 2004 and 2003    5
     Notes to Consolidated Financial Statements    6

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    9

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    14

Item 4.

   Controls and Procedures    14

Part II.

   Other Information     

Item 6.

   Exhibits and Reports on Form 8-K    15
     Signatures    16

 

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AMX CORPORATION

CONSOLIDATED BALANCE SHEETS

 

     (Unaudited)     (Note 1)  
     June 30,
2004


    March 31,
2004


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 12,082,355     $ 9,382,193  

Receivables, less allowance for doubtful accounts of $726,000 at June 30, 2004 and $712,000 at March 31, 2004

     13,062,531       11,191,289  

Inventories

     7,098,931       7,328,173  

Prepaid expenses

     1,476,995       933,349  

Other current assets

     277,683       149,868  
    


 


Total current assets

     33,998,495       28,984,872  

Furniture and equipment, at cost, net

     6,553,915       6,995,467  

Deposits and other

     910,244       944,901  
    


 


Total assets

   $ 41,462,654     $ 36,925,240  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable

   $ 5,162,844     $ 4,869,085  

Accrued compensation

     1,856,604       2,466,911  

Other accrued expenses

     4,072,049       3,279,898  
    


 


Total current liabilities

     11,091,497       10,615,894  

Other long-term liabilities

     286,791       268,087  

Commitments and contingencies

                

Shareholders’ equity:

                

Preferred stock, $0.01 par value:

                

Authorized shares - 10,000,000

                

Issued shares – none

     —         —    

Common stock, $0.01 par value:

                

Authorized shares — 40,000,000

                

Issued shares — 12,333,453 at June 30, 2004 and 12,093,839 at March 31, 2004

     123,334       120,938  

Additional capital

     27,392,762       25,370,893  

Deferred compensation

     (1,778,716 )     (104,541 )

Retained earnings

     8,815,270       5,122,253  

Less treasury stock (496,476 shares at June 30, 2004 and March 31, 2004)

     (4,468,284 )     (4,468,284 )
    


 


Total shareholders’ equity

     30,084,366       26,041,259  
    


 


Total liabilities and shareholders’ equity

   $ 41,462,654     $ 36,925,240  
    


 


 

See accompanying notes.

 

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AMX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     (Unaudited)  
     Three Months Ended June 30,

 
     2004

    2003

 

Commercial system sales

   $ 21,281,615     $ 16,691,374  

Residential system sales

     4,287,010       2,631,055  
    


 


Net sales

     25,568,625       19,322,429  

Cost of sales

     11,245,010       8,960,817  
    


 


Gross profit

     14,323,615       10,361,612  

Selling and marketing expenses

     5,968,783       5,099,554  

Research and development expenses

     2,544,262       2,550,139  

General and administrative expenses

     1,916,840       1,814,220  
    


 


Total operating expenses

     10,429,885       9,463,913  
    


 


Operating income

     3,893,730       897,699  

Interest expense

     (10,424 )     (42,973 )

Other income (expense), net

     (15,284 )     88,817  
    


 


Income before income taxes

     3,868,022       943,543  

Income tax expense

     175,005       11,982  
    


 


Net income

   $ 3,693,017     $ 931,561  
    


 


Basic net income per share

   $ 0.32     $ 0.08  
    


 


Diluted net income per share

   $ 0.29     $ 0.08  
    


 


 

See accompanying notes.

 

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AMX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     (Unaudited)  
     Three Months Ended June 30,

 
     2004

    2003

 

Operating Activities

                

Net income

   $ 3,693,017     $ 931,561  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation

     771,773       663,276  

Stock based compensation charge

     178,515       209,083  

Amortization

     36,567       —    

Provision for losses on receivables

     58,900       131,719  

Provision for inventory obsolescence

     34,542       130,023  

Changes in operating assets and liabilities:

                

Receivables

     (1,930,142 )     66,392  

Inventories

     194,700       (471,914 )

Prepaid expenses and other assets

     (673,371 )     (157,074 )

Accounts payable

     293,759       1,387,295  

Accrued expenses

     41,814       (126,969 )

Income taxes

     158,734       (113,859 )
    


 


Net cash provided by operating activities

     2,858,808       2,649,533  

Investing Activities

                

Purchase of property and equipment

     (330,221 )     (441,192 )
    


 


Net cash used in investing activities

     (330,221 )     (441,192 )

Financing Activities

                

Sales of common stock–net proceeds, and exercises of stock options

     171,575       —    

Decrease in line of credit

     —         (750,000 )

Repayments of long-term debt

     —         (255,363 )
    


 


Net cash provided by (used in) financing activities

     171,575       (1,005,363 )
    


 


Net increase in cash and cash equivalents

     2,700,162       1,202,978  

Cash and cash equivalents at beginning of period

     9,382,193       4,960,700  
    


 


Cash and cash equivalents at end of period

   $ 12,082,355     $ 6,163,678  
    


 


 

See accompanying notes.

 

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AMX CORPORATION

Notes to Consolidated Financial Statements

 

1. Basis of Presentation

 

The accompanying consolidated financial statements, which should be read in conjunction with the consolidated financial statements and footnotes thereto included in the AMX Corporation (“AMX” or the “Company”) Annual Report on Form 10-K for the fiscal year ended March 31, 2004, are unaudited (except for the March 31, 2004 consolidated balance sheet, which was derived from the Company’s audited financial statements), but have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Certain prior period amounts have been reclassified to conform to the current year presentation.

 

Operating results for the three months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the entire fiscal year ending March 31, 2005.

 

2. Net Income Per Common Share, Including Pro Forma Effects of Stock-Based Compensation

 

The Company accounts for stock-based compensation utilizing the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company accounts for stock-based compensation for non-employees under the fair value method prescribed by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.

 

The following table sets forth the computation of basic and diluted net income per share for the quarters ended June 30, 2004 and 2003, and illustrates the effect on net income and net income per share if the Company had applied the fair value recognition provisions of SFAS No. 123:

 

     (Unaudited)  
     Three Months Ended June 30,

 
     2004

    2003

 

Numerator:

                

Net income as reported

   $ 3,693,017     $ 931,561  

Add: Total stock-based compensation expense included in reported net income

     178,515       209,083  

Deduct: Total stock-based compensation determined under fair value method for all awards

     (472,504 )     (518,925 )
    


 


Net income – pro forma

   $ 3,399,028     $ 621,719  
    


 


Denominator:

                

Denominator for basic net income per share – Weighted-average shares outstanding

     11,557,974       11,279,781  

Effect of dilutive securities:

                

Employee stock options and restricted stock

     1,262,023       39,443  
    


 


Denominator for diluted net income per share

     12,819,997       11,319,224  
    


 


Basic net income per share – as reported

   $ 0.32     $ 0.08  
    


 


Diluted net income per share – as reported

   $ 0.29     $ 0.08  
    


 


Basic net income per share – pro forma

   $ 0.29     $ 0.06  
    


 


Diluted net income per share – pro forma

   $ 0.27     $ 0.05  
    


 


 

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Of the total stock options outstanding, 138,584 and 1,546,032 shares were excluded from the computation of diluted income per share for the quarters ended June 30, 2004 and 2003, respectively, because the option exercise price was greater than the average market price of the common shares for the period, and therefore the effect would have been anti-dilutive.

 

3. Inventories

 

The components of inventories are as follows:

 

     (Unaudited)
    

June 30,

2004


  

March 31,

2004


Raw materials

   $ 1,022,787    $ 1,334,743

Work in progress

     130,328      479,557

Finished goods

     5,945,816      5,513,873
    

  

Total

   $ 7,098,931    $ 7,328,173
    

  

 

4. Line of Credit

 

The Company has a revolving line of credit with Bank One, N.A. (“Bank One”). The line of credit provides for borrowings of up to $10 million subject to borrowing base limitations. As of June 30, 2004, there were no outstanding borrowings under the revolving line of credit. The line of credit provides for interest at varying rates based on the Company’s choice of the prime lending rate or the London Inter-Bank Offered Rate. The line of credit is collateralized by receivables, inventory, intellectual property, and the net assets of the Company’s wholly-owned U.K. subsidiary. Available future borrowings under the facility’s borrowing base limits amounted to $10 million as of June 30, 2004. This revolving line of credit expires on September 29, 2004. The Company anticipates that the revolving line of credit will be renewed upon maturity with similar terms and conditions. The line of credit contains various restrictive and financial covenants. The Company is in compliance with each of these covenants as of June 30, 2004.

 

5. Income Taxes

 

During fiscal years 2001 and 2002, the Company recorded valuation allowances against its deferred tax assets, the effect of which was to fully reserve for the Company’s deferred tax assets as of the second fiscal quarter of 2002. Accordingly, the Company does not currently record a significant tax provision or benefit on its U.S. operations. As the Company incurs domestic tax expense or benefit, an offsetting decrease or increase is recorded to the valuation allowance. The Company assesses the realizability of its deferred tax assets on an ongoing basis and will eliminate the valuation allowance when warranted based on sustained profitable operating results. The tax provision of approximately $175,000 recorded for the quarter represents federal alternative minimum taxes, state taxes, and foreign taxes on the Company’s U.K. subsidiary.

 

6. Purchase Commitments with Contract Manufacturers and Suppliers

 

The Company uses several contract manufacturers and suppliers to provide raw materials and manufacturing services for its products. During the normal course of business, the Company enters into agreements with contract manufacturers and suppliers that allow them to procure material based upon estimated material usage requirements and forecasted demand for the Company’s products. As of June 30, 2004, the Company has outstanding purchase commitments of approximately $16.8 million, compared with $16.4 million as of March 31, 2004. The Company has entered into certain purchase agreements relating to inventory items that are currently classified by the Company as either slow moving or obsolete inventory. The Company

 

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anticipates incurring cancellation or restocking charges associated with these purchase agreements and has a reserve of approximately $135,000 for such anticipated restocking charges.

 

7. Restricted Stock Awards

 

On April 22, 2003, the Compensation Committee of the Board of Directors of the Company awarded 200,000 shares of restricted stock to key officers pursuant to the 1999 Equity Incentive Plan (the “2003 Award”). The 2003 Award vested as follows: 50% on the date of grant, 25% on April 22, 2004, and 25% on April 22, 2005. The market value of the 2003 Award was $1.93 per share. On April 1, 2004, the Compensation Committee of the Board of Directors of the Company awarded an additional 199,000 shares of restricted stock to key officers pursuant to the 1999 Equity Incentive Plan (the “2004 Award”). The 2004 Award vests 100% on April 1, 2007. The market value of the restricted stock was $9.31 per share. The deferred compensation for each of the restricted stock awards is being recognized as compensation expense ratably over the vesting term of each award. As a result of the restricted stock awards, the Company recognized stock compensation charges of approximately $179,000 and $209,000 in the quarters ended June 30, 2004 and 2003, respectively.