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) | |
Registrants 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) |
1
AMX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
| 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. |
Managements 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 | |||
2
AMX CORPORATION
| (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.
3
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.
4
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 stocknet 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.
5
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 Companys 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 | ||||
6
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 Companys 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 Companys wholly-owned U.K. subsidiary. Available future borrowings under the facilitys 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 Companys 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 Companys 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 Companys 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
7
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.