x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 36-2096643 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
40W267 Keslinger Road, P.O. Box 393 LaFox, Illinois 60147-0393 | |
(Address of principal executive offices) |
Large Accelerated Filer | ¨ | Accelerated Filer | x |
Non-Accelerated Filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ |
Page | ||
Part I. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Part II. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 5. | ||
Item 6. | ||
ITEM 1. | FINANCIAL STATEMENTS |
Unaudited | Audited | ||||||
March 1, 2014 | June 1, 2013 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 97,160 | $ | 102,002 | |||
Accounts receivable, less allowance of $1,106 and $1,092 | 20,026 | 18,268 | |||||
Inventories | 35,180 | 33,975 | |||||
Prepaid expenses and other assets | 1,319 | 1,155 | |||||
Deferred income taxes | 1,915 | 1,856 | |||||
Income tax receivable | 3,640 | 6,429 | |||||
Investments—current | 33,322 | 38,971 | |||||
Discontinued operations—assets | 148 | 303 | |||||
Total current assets | 192,710 | 202,959 | |||||
Non-current assets: | |||||||
Property, plant and equipment, net | 6,541 | 5,073 | |||||
Goodwill | 1,668 | 1,519 | |||||
Other intangibles | 864 | 908 | |||||
Non-current deferred income taxes | 1,487 | 1,398 | |||||
Investments—non-current | 1,757 | 5,461 | |||||
Total non-current assets | 12,317 | 14,359 | |||||
Total assets | $ | 205,027 | $ | 217,318 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 11,248 | $ | 14,255 | |||
Accrued liabilities | 7,428 | 9,566 | |||||
Discontinued operations—liabilities | — | 245 | |||||
Total current liabilities | 18,676 | 24,066 | |||||
Non-current liabilities: | |||||||
Long-term income tax liabilities | 6,291 | 6,726 | |||||
Other non-current liabilities | 1,287 | 1,287 | |||||
Discontinued operations—non-current liabilities | 133 | — | |||||
Total non-current liabilities | 7,711 | 8,013 | |||||
Total liabilities | 26,387 | 32,079 | |||||
Commitments and contingencies | — | — | |||||
Stockholders’ equity | |||||||
Common stock, $0.05 par value; issued 11,835 shares at March 1, 2014, and 12,263 shares at June 1, 2013 | 592 | 613 | |||||
Class B common stock, convertible, $0.05 par value; issued 2,191 shares at March 1, 2014 and 2,491 shares at June 1, 2013 | 110 | 125 | |||||
Preferred stock, $1.00 par value, no shares issued | — | — | |||||
Additional paid-in capital | 65,955 | 73,979 | |||||
Common stock in treasury, at cost, 0 shares at March 1, 2014, and 9 shares at June 1, 2013 | — | (105 | ) | ||||
Retained earnings | 101,263 | 101,816 | |||||
Accumulated other comprehensive income | 10,720 | 8,811 | |||||
Total stockholders’ equity | 178,640 | 185,239 | |||||
Total liabilities and stockholders’ equity | $ | 205,027 | $ | 217,318 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Net Sales | $ | 32,884 | $ | 33,630 | $ | 102,577 | $ | 105,883 | |||||||
Cost of Sales | 23,233 | 23,720 | 71,727 | 74,585 | |||||||||||
Gross profit | 9,651 | 9,910 | 30,850 | 31,298 | |||||||||||
Selling, general, and administrative expenses | 10,537 | 9,318 | 31,079 | 29,695 | |||||||||||
Gain on disposal of assets | — | — | — | (2 | ) | ||||||||||
Operating income (loss) | (886 | ) | 592 | (229 | ) | 1,605 | |||||||||
Other (income) expense: | |||||||||||||||
Investment/interest income | (277 | ) | (260 | ) | (797 | ) | (995 | ) | |||||||
Foreign exchange loss | 31 | 460 | 123 | 720 | |||||||||||
Proceeds from legal settlement | (432 | ) | — | (2,547 | ) | — | |||||||||
Other, net | (21 | ) | 3 | (36 | ) | (62 | ) | ||||||||
Total other (income) expense | (699 | ) | 203 | (3,257 | ) | (337 | ) | ||||||||
Income (loss) from continuing operations before income taxes | (187 | ) | 389 | 3,028 | 1,942 | ||||||||||
Income tax provision (benefit) | (75 | ) | (197 | ) | 530 | 41 | |||||||||
Income (loss) from continuing operations | (112 | ) | 586 | 2,498 | 1,901 | ||||||||||
Loss from discontinued operations, net of tax | (420 | ) | (182 | ) | (538 | ) | (472 | ) | |||||||
Net income (loss) | (532 | ) | 404 | 1,960 | 1,429 | ||||||||||
Foreign currency translation gain (loss), net of tax | 258 | (103 | ) | 1,879 | 1,844 | ||||||||||
Fair value adjustments on investments | 6 | 9 | 29 | 14 | |||||||||||
Comprehensive income (loss) | $ | (268 | ) | $ | 310 | $ | 3,868 | $ | 3,287 | ||||||
Net income (loss) per Common share - Basic: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.18 | $ | 0.13 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.03 | ) | |||||||
Total net income (loss) per Common share - Basic: | $ | (0.04 | ) | $ | 0.03 | $ | 0.14 | $ | 0.10 | ||||||
Net income (loss) per Class B common share - Basic: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.16 | $ | 0.11 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | |||||||
Total net income (loss) per Class B common share - Basic: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.08 | ||||||
Net income (loss) per Common share - Diluted: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.17 | $ | 0.12 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.03 | ) | |||||||
Total net income (loss) per Common share - Diluted: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.09 | ||||||
Net income (loss) per Class B common share - Diluted: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.16 | $ | 0.11 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | |||||||
Total net income (loss) per Class B common share - Diluted: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.08 | ||||||
Weighted average number of shares: | |||||||||||||||
Common shares - Basic | 11,832 | 12,292 | 11,942 | 12,500 | |||||||||||
Class B common shares - Basic | 2,191 | 2,740 | 2,270 | 2,822 | |||||||||||
Common shares - Diluted | 14,140 | 15,165 | 14,335 | 15,455 | |||||||||||
Class B common shares - Diluted | 2,191 | 2,740 | 2,270 | 2,822 | |||||||||||
Dividends per common share | $ | 0.060 | $ | 0.060 | $ | 0.180 | $ | 0.180 | |||||||
Dividends per Class B common share | $ | 0.054 | $ | 0.054 | $ | 0.162 | $ | 0.162 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Operating activities: | |||||||||||||||
Net income (loss) | $ | (532 | ) | $ | 404 | $ | 1,960 | $ | 1,429 | ||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||||||
Depreciation and amortization | 275 | 218 | 796 | 783 | |||||||||||
Gain on sale of investments | (4 | ) | (5 | ) | (23 | ) | (26 | ) | |||||||
Loss on disposal of assets | — | 18 | — | 16 | |||||||||||
Share-based compensation expense | 201 | 81 | 585 | 413 | |||||||||||
Deferred income taxes | 62 | (8 | ) | (105 | ) | (16 | ) | ||||||||
Change in assets and liabilities, net of effect of acquired businesses: | |||||||||||||||
Accounts receivable | 228 | 1,881 | (1,498 | ) | 477 | ||||||||||
Income tax receivable | (319 | ) | (419 | ) | 2,789 | (228 | ) | ||||||||
Inventories | 273 | 452 | 133 | 2,167 | |||||||||||
Prepaid expenses and other assets | 140 | 102 | (134 | ) | (324 | ) | |||||||||
Accounts payable | (940 | ) | (979 | ) | (3,170 | ) | 255 | ||||||||
Accrued liabilities | (73 | ) | (95 | ) | (2,528 | ) | (295 | ) | |||||||
Long-term income tax liabilities | 175 | 191 | (302 | ) | (126 | ) | |||||||||
Other | 13 | 158 | 60 | 348 | |||||||||||
Net cash provided by (used in) operating activities | (501 | ) | 1,999 | (1,437 | ) | 4,873 | |||||||||
Investing activities: | |||||||||||||||
Cash consideration paid for acquired businesses | — | — | (973 | ) | (2,557 | ) | |||||||||
Capital expenditures | (840 | ) | (512 | ) | (1,821 | ) | (1,069 | ) | |||||||
Proceeds from sale of assets | — | — | — | 4 | |||||||||||
Proceeds from maturity of investments | 203,757 | 30,032 | 258,289 | 127,542 | |||||||||||
Purchases of investments | (197,321 | ) | (6,959 | ) | (248,873 | ) | (82,521 | ) | |||||||
Proceeds from sales of available-for-sale securities | 76 | 24 | 152 | 161 | |||||||||||
Purchases of available-for-sale securities | (76 | ) | (24 | ) | (152 | ) | (161 | ) | |||||||
Other | 6 | — | 97 | — | |||||||||||
Net cash provided by investing activities | 5,602 | 22,561 | 6,719 | 41,399 | |||||||||||
Financing activities: | |||||||||||||||
Repurchase of common stock | — | — | (8,725 | ) | (11,550 | ) | |||||||||
Proceeds from issuance of common stock | 13 | 65 | 184 | 148 | |||||||||||
Cash dividends paid | (829 | ) | (886 | ) | (2,514 | ) | (2,685 | ) | |||||||
Other | (26 | ) | — | (25 | ) | — | |||||||||
Net cash used in financing activities | (842 | ) | (821 | ) | (11,080 | ) | (14,087 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents | 255 | (234 | ) | 956 | 945 | ||||||||||
Increase/ (decrease) in cash and cash equivalents | 4,514 | 23,505 | (4,842 | ) | 33,130 | ||||||||||
Cash and cash equivalents at beginning of period | 92,646 | 53,518 | 102,002 | 43,893 | |||||||||||
Cash and cash equivalents at end of period | $ | 97,160 | $ | 77,023 | $ | 97,160 | $ | 77,023 |
Common | Class B Common | Par Value | Additional Paid-in Capital | Common Stock in Treasury | Retained Earnings | Accumulated Other Comprehensive Income | Total | ||||||||||||||||||||||
Balance June 1, 2013: | 12,263 | 2,491 | $ | 738 | $ | 73,979 | $ | (105 | ) | $ | 101,816 | $ | 8,811 | $ | 185,239 | ||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,960 | — | 1,960 | |||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | 1,879 | 1,879 | |||||||||||||||||||||
Fair value adjustments on investments | — | — | — | — | — | — | 29 | 29 | |||||||||||||||||||||
Share-based compensation: | |||||||||||||||||||||||||||||
Non-vested restricted stock | — | — | — | 28 | — | — | — | 28 | |||||||||||||||||||||
Stock options | — | — | — | 557 | — | — | — | 557 | |||||||||||||||||||||
Common stock: | |||||||||||||||||||||||||||||
Employee stock option grant | — | — | — | — | — | — | — | — | |||||||||||||||||||||
Options Exercised | 32 | — | 2 | 182 | — | — | — | 184 | |||||||||||||||||||||
Canceled Shares | — | (300 | ) | — | — | — | — | — | — | ||||||||||||||||||||
Converted Class B to Common | 300 | — | — | — | — | — | — | — | |||||||||||||||||||||
Repurchase of common stock | — | — | — | — | (8,725 | ) | — | — | (8,725 | ) | |||||||||||||||||||
Treasury stock | (764 | ) | — | (38 | ) | (8,791 | ) | 8,829 | — | — | — | ||||||||||||||||||
Other | 4 | — | — | — | 1 | — | 1 | 2 | |||||||||||||||||||||
Dividends paid to: | |||||||||||||||||||||||||||||
Common ($0.06 per share) | — | — | — | — | — | (2,143 | ) | — | (2,143 | ) | |||||||||||||||||||
Class B ($0.054 per share) | — | — | — | — | — | (370 | ) | — | (370 | ) | |||||||||||||||||||
Balance March 1, 2014: | 11,835 | 2,191 | $ | 702 | $ | 65,955 | $ | — | $ | 101,263 | $ | 10,720 | $ | 178,640 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Net sales | $ | 111 | $ | (33 | ) | $ | 375 | $ | 466 | ||||||
Gross loss (1) | (254 | ) | (297 | ) | (357 | ) | (518 | ) | |||||||
Selling, general, and administrative expenses | 37 | 231 | 186 | 497 | |||||||||||
Income tax provision (benefit) | 129 | (346 | ) | (5 | ) | (543 | ) | ||||||||
Loss from discontinued operations, net of tax | $ | (420 | ) | $ | (182 | ) | $ | (538 | ) | $ | (472 | ) |
March 1, 2014 | June 1, 2013 | ||||||
Inventories | $ | 85 | $ | 303 | |||
Receivables - current (1) | 63 | — | |||||
Discontinued operations - Assets | $ | 148 | $ | 303 | |||
Accrued liabilities - current | $ | — | $ | 245 | |||
Accrued liabilities - non-current (2) | 133 | — | |||||
Discontinued operations - Liabilities | $ | 133 | $ | 245 |
TOTAL | ||||
Balance at June 1, 2013 | $ | 1,519 | ||
Premium Paid for WVS Acquisition | 25 | |||
Foreign currency translation | 124 | |||
Balance at March 1, 2014 | $ | 1,668 |
Intangible Assets Subject to | |||||||
Amortization as of | |||||||
March 1, 2014 | June 1, 2013 | ||||||
Gross Amounts: | |||||||
Trade Name | $ | 29 | $ | 29 | |||
Customer Relationship | 977 | 947 | |||||
Non-compete Agreements | 47 | 47 | |||||
Total Gross Amounts | $ | 1,053 | $ | 1,023 | |||
Accumulated Amortization: | |||||||
Trade Name | $ | 16 | $ | 8 | |||
Customer Relationship | 161 | 101 | |||||
Non-compete Agreements | 12 | 6 | |||||
Total Accumulated Amortization | $ | 189 | $ | 115 |
Amortization | |||
Expense | |||
Fiscal Year | |||
Remaining 2014 | $ | 22 | |
2015 | 83 | ||
2016 | 68 | ||
2017 | 58 | ||
2018 | 57 | ||
Thereafter | 576 |
Fiscal Year | Payments | ||
Remaining 2014 | $ | 341 | |
2015 | 1,211 | ||
2016 | 771 | ||
2017 | 133 | ||
2018 | 86 | ||
Thereafter | 110 |
Three Months Ended | |||||||||||||||
March 1, 2014 | March 2, 2013 | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Numerator for Basic and Diluted EPS: | |||||||||||||||
Income (loss) from continuing operations | $ | (112 | ) | $ | (112 | ) | $ | 586 | $ | 586 | |||||
Less dividends: | |||||||||||||||
Common stock | 710 | 710 | 738 | 738 | |||||||||||
Class B common stock | 118 | 118 | 148 | 148 | |||||||||||
Undistributed losses | $ | (940 | ) | $ | (940 | ) | $ | (300 | ) | $ | (300 | ) | |||
Common stock undistributed losses | $ | (806 | ) | $ | (806 | ) | $ | (250 | ) | $ | (250 | ) | |||
Class B common stock undistributed losses | (134 | ) | (134 | ) | (50 | ) | (50 | ) | |||||||
Total undistributed losses | $ | (940 | ) | $ | (940 | ) | $ | (300 | ) | $ | (300 | ) | |||
Loss from discontinued operations | $ | (420 | ) | $ | (420 | ) | $ | (182 | ) | $ | (182 | ) | |||
Less dividends: | |||||||||||||||
Common stock | 710 | 710 | 738 | 738 | |||||||||||
Class B common stock | 118 | 118 | 148 | 148 | |||||||||||
Undistributed losses | $ | (1,248 | ) | $ | (1,248 | ) | $ | (1,068 | ) | $ | (1,068 | ) | |||
Common stock undistributed losses | $ | (1,070 | ) | $ | (1,070 | ) | $ | (890 | ) | $ | (891 | ) | |||
Class B common stock undistributed losses | (178 | ) | (178 | ) | (178 | ) | (177 | ) | |||||||
Total undistributed losses | $ | (1,248 | ) | $ | (1,248 | ) | $ | (1,068 | ) | $ | (1,068 | ) | |||
Net income (loss) | $ | (532 | ) | $ | (532 | ) | $ | 404 | $ | 404 | |||||
Less dividends: | |||||||||||||||
Common stock | 710 | 710 | 738 | 738 | |||||||||||
Class B common stock | 118 | 118 | 148 | 148 | |||||||||||
Undistributed losses | $ | (1,360 | ) | $ | (1,360 | ) | $ | (482 | ) | $ | (482 | ) | |||
Common stock undistributed losses | $ | (1,166 | ) | $ | (1,166 | ) | $ | (401 | ) | $ | (402 | ) | |||
Class B common stock undistributed losses | (194 | ) | (194 | ) | (81 | ) | (80 | ) | |||||||
Total undistributed losses | $ | (1,360 | ) | $ | (1,360 | ) | $ | (482 | ) | $ | (482 | ) | |||
Denominator for basic and diluted EPS: | |||||||||||||||
Common stock weighted average shares | 11,832 | 11,832 | 12,292 | 12,292 | |||||||||||
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS | 2,191 | 2,191 | 2,740 | 2,740 | |||||||||||
Effect of dilutive stock options | 117 | 133 | |||||||||||||
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions | 14,140 | 15,165 | |||||||||||||
Income (loss) from continuing operations per share: | |||||||||||||||
Common stock | $ | (0.01 | ) | $ | (0.01 | ) | $ | 0.04 | $ | 0.04 | |||||
Class B common stock | $ | (0.01 | ) | $ | (0.01 | ) | $ | 0.04 | $ | 0.04 | |||||
Loss from discontinued operations per share: | |||||||||||||||
Common stock | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
Class B common stock | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
Net income (loss) per share: | |||||||||||||||
Common stock | $ | (0.04 | ) | $ | (0.04 | ) | $ | 0.03 | $ | 0.03 | |||||
Class B common stock | $ | (0.04 | ) | $ | (0.04 | ) | $ | 0.03 | $ | 0.03 |
Nine Months Ended | |||||||||||||||
March 1, 2014 | March 2, 2013 | ||||||||||||||
Basic | Diluted | Basic | Diluted | ||||||||||||
Numerator for Basic and Diluted EPS: | |||||||||||||||
Income from continuing operations | $ | 2,498 | $ | 2,498 | $ | 1,901 | $ | 1,901 | |||||||
Less dividends: | |||||||||||||||
Common stock | 2,143 | 2,143 | 2,233 | 2,233 | |||||||||||
Class B common stock | 370 | 370 | 452 | 452 | |||||||||||
Undistributed losses | $ | (15 | ) | $ | (15 | ) | $ | (784 | ) | $ | (784 | ) | |||
Common stock undistributed losses | $ | (13 | ) | $ | (13 | ) | $ | (652 | ) | $ | (653 | ) | |||
Class B common stock undistributed losses | (2 | ) | (2 | ) | (132 | ) | (131 | ) | |||||||
Total undistributed losses | $ | (15 | ) | $ | (15 | ) | $ | (784 | ) | $ | (784 | ) | |||
Loss from discontinued operations | $ | (532 | ) | $ | (532 | ) | $ | (472 | ) | $ | (472 | ) | |||
Less dividends: | |||||||||||||||
Common stock | 2,143 | 2,143 | 2,233 | 2,233 | |||||||||||
Class B common stock | 370 | 370 | 452 | 452 | |||||||||||
Undistributed losses | $ | (3,045 | ) | $ | (3,045 | ) | $ | (3,157 | ) | $ | (3,157 | ) | |||
Common stock undistributed losses | $ | (2,600 | ) | $ | (2,604 | ) | $ | (2,624 | ) | $ | (2,629 | ) | |||
Class B common stock undistributed losses | (445 | ) | (441 | ) | (533 | ) | (528 | ) | |||||||
Total undistributed losses | $ | (3,045 | ) | $ | (3,045 | ) | $ | (3,157 | ) | $ | (3,157 | ) | |||
Net income | $ | 1,966 | $ | 1,966 | $ | 1,429 | $ | 1,429 | |||||||
Less dividends: | |||||||||||||||
Common stock | 2,143 | 2,143 | 2,233 | 2,233 | |||||||||||
Class B common stock | 370 | 370 | 452 | 452 | |||||||||||
Undistributed losses | $ | (547 | ) | $ | (547 | ) | $ | (1,256 | ) | $ | (1,256 | ) | |||
Common stock undistributed losses | $ | (467 | ) | $ | (468 | ) | $ | (1,044 | ) | $ | (1,046 | ) | |||
Class B common stock undistributed losses | (80 | ) | (79 | ) | (212 | ) | (210 | ) | |||||||
Total undistributed losses | $ | (547 | ) | $ | (547 | ) | $ | (1,256 | ) | $ | (1,256 | ) | |||
Denominator for basic and diluted EPS: | |||||||||||||||
Common stock weighted average shares | 11,942 | 11,942 | 12,500 | 12,500 | |||||||||||
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS | 2,270 | 2,270 | 2,822 | 2,822 | |||||||||||
Effect of dilutive securities Dilutive stock options | 123 | 133 | |||||||||||||
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions | 14,335 | 15,455 | |||||||||||||
Income from continuing operations per share: | |||||||||||||||
Common stock | $ | 0.18 | $ | 0.17 | $ | 0.13 | $ | 0.12 | |||||||
Class B common stock | $ | 0.16 | $ | 0.16 | $ | 0.11 | $ | 0.11 | |||||||
Loss from discontinued operations per share: | |||||||||||||||
Common stock | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.03 | ) | |||
Class B common stock | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.03 | ) | |||
Net income per share: | |||||||||||||||
Common stock | $ | 0.14 | $ | 0.13 | $ | 0.10 | $ | 0.09 | |||||||
Class B common stock | $ | 0.13 | $ | 0.13 | $ | 0.08 | $ | 0.08 |
Three Months Ended | Nine Months Ended | |||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | |||||||||||
EDG | ||||||||||||||
Net Sales | $ | 24,193 | $ | 24,333 | $ | 75,835 | $ | 76,146 | ||||||
Gross Profit | 7,139 | 7,407 | 23,505 | 23,337 | ||||||||||
Canvys | ||||||||||||||
Net Sales | $ | 8,691 | $ | 9,297 | $ | 26,742 | $ | 29,737 | ||||||
Gross Profit | 2,512 | 2,503 | 7,345 | 7,961 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Net Sales | |||||||||||||||
North America | $ | 14,742 | $ | 15,531 | $ | 42,970 | $ | 47,733 | |||||||
Asia/Pacific | 4,996 | 4,878 | 17,548 | 16,651 | |||||||||||
Europe | 10,986 | 11,010 | 34,651 | 34,190 | |||||||||||
Latin America | 1,890 | 2,210 | 6,661 | 6,976 | |||||||||||
Other | 270 | 1 | 747 | 333 | |||||||||||
Total | $ | 32,884 | $ | 33,630 | $ | 102,577 | $ | 105,883 | |||||||
Gross Profit (loss) | |||||||||||||||
North America | $ | 4,988 | $ | 4,398 | $ | 14,653 | $ | 14,071 | |||||||
Asia/Pacific | 1,547 | 1,642 | 5,631 | 5,338 | |||||||||||
Europe | 3,485 | 3,143 | 11,190 | 9,651 | |||||||||||
Latin America | 646 | 731 | 2,479 | 2,225 | |||||||||||
Other | (1,015 | ) | (4 | ) | (3,103 | ) | 13 | ||||||||
Total | $ | 9,651 | $ | 9,910 | $ | 30,850 | $ | 31,298 |
Level 1 | |||
March 1, 2014 | |||
Time deposits/CDs | $ | 34,572 | |
Equity securities | 507 | ||
Total | $ | 35,079 | |
June 1, 2013 | |||
Time deposits/CDs | $ | 43,989 | |
Equity securities | 443 | ||
Total | $ | 44,432 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | Business Overview |
• | Results of Operations – an analysis and comparison of our consolidated results of operations for the three and nine months ended March 1, 2014, and March 2, 2013, as reflected in our consolidated statements of comprehensive income (loss). |
• | Liquidity, Financial Position, and Capital Resources – a discussion of our primary sources and uses of cash for the three and nine months ended March 1, 2014, and March 2, 2013, and a discussion of changes in our financial position. |
• | Net sales for the third quarter of fiscal 2014 were $32.9 million, down 2.2%, compared to net sales of $33.6 million during the third quarter of fiscal 2013. |
• | Gross margin decreased to 29.3% during the third quarter of fiscal 2014 compared to 29.5% during the third quarter of fiscal 2013. |
• | Selling, general, and administrative expenses increased to $10.5 million, or 32.0% of net sales, for the third quarter of fiscal 2014 compared to $9.3 million for the third quarter of fiscal 2013, or 27.7% of net sales. Operating expenses during the third quarter of fiscal 2014 included approximately $0.4 million of expenses associated with evaluating potential acquisitions, $0.1 million for new product development costs, and $0.2 million of increased information technology expenses for a new system implementation. |
• | Operating loss during the third quarter of fiscal 2014 was $0.9 million compared to operating income of $0.6 million for the third quarter of fiscal 2013, or 1.8% of net sales. |
• | Other income for the third quarter of fiscal 2014 was $0.7 million compared to other expense of $0.2 million for the third quarter of fiscal 2013. Other income for the third quarter of fiscal 2014 included $0.4 million for proceeds from a class action lawsuit settlement. |
• | Loss from continuing operations during the third quarter of fiscal 2014 was $0.1 million compared to income from continuing operations for the third quarter of fiscal 2013 was $0.6 million, or $0.04 per diluted common share. |
• | Loss from discontinued operations, net of tax, was $0.4 million during the third quarter of fiscal 2014 compared to $0.2 million during the third quarter of fiscal 2013. |
• | Net loss during the third quarter of fiscal 2014 was $0.5 million compared to net income of $0.4 million, or $0.03 per diluted common share, during the third quarter of fiscal 2013. |
• | Net sales for the first nine months of fiscal 2014 were $102.6 million, down 3.1%, compared to net sales of $105.9 million during the first nine months of fiscal 2013. |
• | Gross margin increased to 30.1% during the first nine months of fiscal 2014, compared to 29.6% during the first nine months of fiscal 2013. |
• | Selling, general, and administrative expenses increased to $31.1 million, or 30.3% of net sales, for the first nine months of fiscal 2014, compared to $29.7 million, or 28.0% of net sales, for the first nine months of fiscal 2013. Operating expenses during the nine months of fiscal 2014 included $0.8 million of expenses associated with evaluating potential acquisitions, $0.2 million for new product development costs, and $0.5 million of increased information technology expenses for a new system implementation. |
• | Operating loss during the first nine months of fiscal 2014 was $0.2 million compared to an operating income of $1.6 million, or 1.5% of net sales, during the first nine months of fiscal 2013. |
• | Other income for the first nine months of fiscal 2014 was $3.3 million compared to other income of $0.3 million for the first nine months of fiscal 2013. Other income for the first nine months of fiscal 2014 included $2.5 million for proceeds from a class action lawsuit settlement. |
• | Income from continuing operations during the first nine months of fiscal 2014 was $2.5 million, or $0.17 per diluted common share, versus $1.9 million, or $0.12 per diluted common share, during the first nine months of fiscal 2013. |
• | Loss from discontinued operations, net of tax, remained flat at $0.5 million, during the first nine months of fiscal 2014, compared to fiscal 2013. |
• | Net income during the first nine months of fiscal 2014 was $2.0 million, or $0.13 per diluted common share, compared to net income of $1.4 million during the first nine months of fiscal 2013, or $0.09 per diluted common share. |
Net Sales | QTD | FY14 vs. FY13 | |||||||
March 1, 2014 | March 2, 2013 | % Change | |||||||
EDG | $ | 24,193 | $ | 24,333 | (0.6)% | ||||
Canvys | 8,691 | 9,297 | (6.5)% | ||||||
Total | $ | 32,884 | $ | 33,630 | (2.2)% | ||||
YTD | |||||||||
March 1, 2014 | March 2, 2013 | % Change | |||||||
EDG | $ | 75,835 | $ | 76,146 | (0.4)% | ||||
Canvys | 26,742 | 29,737 | (10.1)% | ||||||
Total | $ | 102,577 | $ | 105,883 | (3.1)% |
Gross Profit | QTD | ||||||||
March 1, 2014 | % of Net Sales | March 2, 2013 | % of Net Sales | ||||||
EDG | $ | 7,139 | 29.5% | $ | 7,407 | 30.4% | |||
Canvys | 2,512 | 28.9% | 2,503 | 26.9% | |||||
Total | $ | 9,651 | 29.3% | $ | 9,910 | 29.5% | |||
YTD | |||||||||
March 1, 2014 | % of Net Sales | March 2, 2013 | % of Net Sales | ||||||
EDG | $ | 23,505 | 31.0% | $ | 23,337 | 30.6% | |||
Canvys | 7,345 | 27.5% | 7,961 | 26.8% | |||||
Total | $ | 30,850 | 30.1% | $ | 31,298 | 29.6% |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Net sales | $ | 111 | $ | (33 | ) | $ | 375 | $ | 466 | ||||||
Gross profit (loss) (1) | (254 | ) | (297 | ) | (357 | ) | (518 | ) | |||||||
Selling, general, and administrative expenses | 37 | 231 | 186 | 497 | |||||||||||
Other expense | — | — | — | — | |||||||||||
Income tax benefit (2) | 129 | (346 | ) | (5 | ) | (543 | ) | ||||||||
Loss from discontinued operations, net of tax | $ | (420 | ) | $ | (182 | ) | $ | (538 | ) | $ | (472 | ) |
March 1, 2014 | June 1, 2013 | ||||||
Inventories | $ | 85 | $ | 303 | |||
Receivables - current (1) | 63 | 0 | |||||
Discontinued operations - Assets | $ | 148 | $ | 303 | |||
Accrued liabilities - current | $ | — | $ | 245 | |||
Accrued liabilities - non-current (2) | 133 | 0 | |||||
Discontinued operations - Liabilities | $ | 133 | $ | 245 |
(a) | Evaluation of Disclosure Controls and Procedures |
(b) | Changes in Internal Control over Financial Reporting |
Date: April 10, 2014 | By: | /s/ Kathleen S. Dvorak |
Kathleen S. Dvorak Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) |
(c) EXHIBITS | ||
Exhibit Number | Description | |
3.1 | Restated Certificate of Incorporation of the Company, incorporated by reference to Appendix B to the Proxy Statement / Prospectus dated November 13, 1986, incorporated by reference to the Company’s Registration Statement on Form S-4. | |
3.2 | Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.2 on the Company’s Report on Form 10-Q for the quarterly period ended December 3, 2011. | |
31.1 | Certification of Edward J. Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I). | |
31.2 | Certification of Kathleen S. Dvorak pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I). | |
32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I). | |
99.1 | Press release dated April 9, 2014. | |
101 | The following financial information from our Quarterly Report on Form 10-Q for the third quarter and first nine months of fiscal 2014, filed with the SEC on April 10, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of March 1, 2014, and June 1, 2013, (ii) the Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 1, 2014, and March 2, 2013, (iii) the Unaudited Consolidated Statements of Cash Flows for the three and nine months ended March 1, 2014, and March 2, 2013, (iv) the Unaudited Consolidated Statement of Stockholder’s Equity as of March 1, 2014, and (v) Notes to Unaudited Consolidated Financial Statements. |
1. | I have reviewed this quarterly report on Form 10-Q of Richardson Electronics, Ltd. for the period ended March 1, 2014; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 10, 2014 |
Signature: /s/ Edward J. Richardson |
Edward J. Richardson |
Chairman of the Board and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Richardson Electronics, Ltd. for the period ended March 1, 2014; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 10, 2014 |
Signature: /s/ Kathleen S. Dvorak |
Kathleen S. Dvorak |
Chief Financial Officer |
/s/ Edward J. Richardson | |
Edward J. Richardson | |
Chairman of the Board and Chief Executive Officer | |
April 10, 2014 |
/s/ Kathleen S. Dvorak | |
Kathleen S. Dvorak | |
Chief Financial Officer | |
April 10, 2014 |
• | Net sales for the third quarter of fiscal 2014 were $32.9 million, down 2.2%, compared to net sales of $33.6 million during the third quarter of fiscal 2013. |
• | Gross margin decreased to 29.3% during the third quarter of fiscal 2014 compared to 29.5% during last year's third quarter. |
• | Selling, general, and administrative expenses increased to $10.5 million, or 32.0% of net sales for the third quarter of fiscal 2014 compared to $9.3 million for the third quarter of fiscal 2013, or |
• | Operating loss during the third quarter of fiscal 2014 was $0.9 million compared to operating income of $0.6 million for the third quarter of fiscal 2013. |
• | Other income for the third quarter of fiscal 2014 was $0.7 million compared to expense of $0.2 million for the third quarter of fiscal 2013. Other income for the third quarter of fiscal 2014 included $0.4 million of proceeds from a class action lawsuit settlement. |
• | Loss from continuing operations during the third quarter of fiscal 2014 was $0.1 million compared to income from continuing operations for the third quarter of fiscal 2013 of $0.6 million, or $0.04 per diluted common share. |
• | Loss from discontinued operations, net of tax, was $0.4 million during the third quarter of fiscal 2014 compared to $0.2 million during the third quarter of fiscal 2013. |
• | Net loss during the third quarter of fiscal 2014 was $0.5 million compared to net income of $0.4 million, or $0.03 per diluted common share, during the third quarter of fiscal 2013. |
• | Net sales for the first nine months of fiscal 2014 were $102.6 million, down 3.1%, compared to net sales of $105.9 million during the first nine months of fiscal 2013. |
• | Gross margin increased to 30.1% during the first nine months of fiscal 2014 compared to 29.6% during the first nine months of fiscal 2013. |
• | Selling, general, and administrative expenses increased to $31.1 million, or 30.3% of net sales, for the first nine months of fiscal 2014 compared to $29.7 million, or 28.0% of net sales, for the first nine months of fiscal 2013. Operating expenses during the nine months of fiscal 2014 included $0.8 million of expenses associated with evaluating potential acquisitions, $0.2 million for new product development costs, and $0.5 million of increased information technology expenses for a new system implementation. |
• | Operating loss during the first nine months of fiscal 2014 was $0.2 million compared to operating income of $1.6 million during the first nine months of fiscal 2013. |
• | Other income for the first nine months of fiscal 2014 was $3.3 million compared to other income of $0.3 million for the first nine months of fiscal 2013. Other income for the first nine months of fiscal 2014 included $2.5 million of proceeds from a class action lawsuit settlement. |
• | Income from continuing operations during the first nine months of fiscal 2014 was $2.5 million, or $0.17 per diluted common share, versus $1.9 million, or $0.12 per diluted common share, during the first nine months of fiscal 2013. |
• | Loss from discontinued operations, net of tax, was $0.5 million during the first nine months of fiscal 2014 and fiscal 2013. |
• | Net income during the first nine months of fiscal 2014 was $2.0 million, or $0.13 per diluted common share, compared to net income of $1.4 million, or $0.09 per diluted common share, during the first nine months of fiscal 2013. |
Unaudited | Audited | ||||||
March 1, 2014 | June 1, 2013 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 97,160 | $ | 102,002 | |||
Accounts receivable, less allowance of $1,106 and $1,092 | 20,026 | 18,268 | |||||
Inventories | 35,180 | 33,975 | |||||
Prepaid expenses and other assets | 1,319 | 1,155 | |||||
Deferred income taxes | 1,915 | 1,856 | |||||
Income tax receivable | 3,640 | 6,429 | |||||
Investments—current | 33,322 | 38,971 | |||||
Discontinued operations—assets | 148 | 303 | |||||
Total current assets | 192,710 | 202,959 | |||||
Non-current assets: | |||||||
Property, plant and equipment, net | 6,541 | 5,073 | |||||
Goodwill | 1,668 | 1,519 | |||||
Other intangibles | 864 | 908 | |||||
Non-current deferred income taxes | 1,487 | 1,398 | |||||
Investments—non-current | 1,757 | 5,461 | |||||
Total non-current assets | 12,317 | 14,359 | |||||
Total assets | $ | 205,027 | $ | 217,318 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 11,248 | $ | 14,255 | |||
Accrued liabilities | 7,428 | 9,566 | |||||
Discontinued operations—liabilities | — | 245 | |||||
Total current liabilities | 18,676 | 24,066 | |||||
Non-current liabilities: | |||||||
Long-term income tax liabilities | 6,291 | 6,726 | |||||
Other non-current liabilities | 1,287 | 1,287 | |||||
Discontinued operations—non-current liabilities | 133 | — | |||||
Total non-current liabilities | 7,711 | 8,013 | |||||
Total liabilities | 26,387 | 32,079 | |||||
Commitments and contingencies | — | — | |||||
Stockholders’ equity | |||||||
Common stock, $0.05 par value; issued 11,835 shares at March 1, 2014, and 12,263 shares at June 1, 2013 | 592 | 613 | |||||
Class B common stock, convertible, $0.05 par value; issued 2,191 shares at March 1, 2014 and 2,491 shares at June 1, 2013 | 110 | 125 | |||||
Preferred stock, $1.00 par value, no shares issued | — | — | |||||
Additional paid-in-capital | 65,955 | 73,979 | |||||
Common stock in treasury, at cost, 0 shares at March 1, 2014, and 9 shares at June 1, 2013 | — | (105 | ) | ||||
Retained earnings | 101,263 | 101,816 | |||||
Accumulated other comprehensive income | 10,720 | 8,811 | |||||
Total stockholders’ equity | 178,640 | 185,239 | |||||
Total liabilities and stockholders’ equity | $ | 205,027 | $ | 217,318 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Net Sales | $ | 32,884 | $ | 33,630 | $ | 102,577 | $ | 105,883 | |||||||
Cost of Sales | 23,233 | 23,720 | 71,727 | 74,585 | |||||||||||
Gross profit | 9,651 | 9,910 | 30,850 | 31,298 | |||||||||||
Selling, general, and administrative expenses | 10,537 | 9,318 | 31,079 | 29,695 | |||||||||||
Gain on disposal of assets | — | — | — | (2 | ) | ||||||||||
Operating income (loss) | (886 | ) | 592 | (229 | ) | 1,605 | |||||||||
Other (income) expense: | |||||||||||||||
Investment/interest income | (277 | ) | (260 | ) | (797 | ) | (995 | ) | |||||||
Foreign exchange loss | 31 | 460 | 123 | 720 | |||||||||||
Proceeds from legal settlement | (432 | ) | — | (2,547 | ) | — | |||||||||
Other, net | (21 | ) | 3 | (36 | ) | (62 | ) | ||||||||
Total other (income) expense | (699 | ) | 203 | (3,257 | ) | (337 | ) | ||||||||
Income (loss) from continuing operations before income taxes | (187 | ) | 389 | 3,028 | 1,942 | ||||||||||
Income tax provision (benefit) | (75 | ) | (197 | ) | 530 | 41 | |||||||||
Income (loss) from continuing operations | (112 | ) | 586 | 2,498 | 1,901 | ||||||||||
Loss from discontinued operations, net of tax | (420 | ) | (182 | ) | (538 | ) | (472 | ) | |||||||
Net income (loss) | (532 | ) | 404 | 1,960 | 1,429 | ||||||||||
Foreign currency translation gain (loss), net of tax | 258 | (103 | ) | 1,879 | 1,844 | ||||||||||
Fair value adjustments on investments | 6 | 9 | 29 | 14 | |||||||||||
Comprehensive income (loss) | $ | (268 | ) | $ | 310 | $ | 3,868 | $ | 3,287 | ||||||
Net income (loss) per Common share - Basic: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.18 | $ | 0.13 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.03 | ) | |||||||
Total net income (loss) per Common share - Basic: | $ | (0.04 | ) | $ | 0.03 | $ | 0.14 | $ | 0.10 | ||||||
Net income (loss) per Class B common share - Basic: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.16 | $ | 0.11 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | |||||||
Total net income (loss) per Class B common share - Basic: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.08 | ||||||
Net income (loss) per Common share - Diluted: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.17 | $ | 0.12 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.03 | ) | |||||||
Total net income (loss) per Common share - Diluted: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.09 | ||||||
Net income (loss) per Class B common share - Diluted: | |||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.04 | $ | 0.16 | $ | 0.11 | ||||||
Loss from discontinued operations | (0.03 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | |||||||
Total net income (loss) per Class B common share - Diluted: | $ | (0.04 | ) | $ | 0.03 | $ | 0.13 | $ | 0.08 | ||||||
Weighted average number of shares: | |||||||||||||||
Common shares - Basic | 11,832 | 12,292 | 11,942 | 12,500 | |||||||||||
Class B common shares - Basic | 2,191 | 2,740 | 2,270 | 2,822 | |||||||||||
Common shares - Diluted | 14,140 | 15,165 | 14,335 | 15,455 | |||||||||||
Class B common shares - Diluted | 2,191 | 2,740 | 2,270 | 2,822 | |||||||||||
Dividends per common share | $ | 0.060 | $ | 0.060 | $ | 0.180 | $ | 0.180 | |||||||
Dividends per Class B common share | $ | 0.054 | $ | 0.054 | $ | 0.162 | $ | 0.162 |
Three Months Ended | Nine Months Ended | ||||||||||||||
March 1, 2014 | March 2, 2013 | March 1, 2014 | March 2, 2013 | ||||||||||||
Operating activities: | |||||||||||||||
Net income (loss) | (532 | ) | 404 | 1,960 | 1,429 | ||||||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||||||
Depreciation and amortization | 275 | 218 | 796 | 783 | |||||||||||
Gain on sale of investments | (4 | ) | (5 | ) | (23 | ) | (26 | ) | |||||||
Loss on disposal of assets | — | 18 | — | 16 | |||||||||||
Share-based compensation expense | 201 | 81 | 585 | 413 | |||||||||||
Deferred income taxes | 62 | (8 | ) | (105 | ) | (16 | ) | ||||||||
Change in assets and liabilities, net of effect of acquired businesses: | |||||||||||||||
Accounts receivable | 228 | 1,881 | (1,498 | ) | 477 | ||||||||||
Income tax receivable | (319 | ) | (419 | ) | 2,789 | (228 | ) | ||||||||
Inventories | 273 | 452 | 133 | 2,167 | |||||||||||
Prepaid expenses and other assets | 140 | 102 | (134 | ) | (324 | ) | |||||||||
Accounts payable | (940 | ) | (979 | ) | (3,170 | ) | 255 | ||||||||
Accrued liabilities | (73 | ) | (95 | ) | (2,528 | ) | (295 | ) | |||||||
Long-term income tax liabilities | 175 | 191 | (302 | ) | (126 | ) | |||||||||
Other | 13 | 158 | 60 | 348 | |||||||||||
Net cash provided by (used in) operating activities | (501 | ) | 1,999 | (1,437 | ) | 4,873 | |||||||||
Investing activities: | |||||||||||||||
Cash consideration paid for acquired businesses | — | — | (973 | ) | (2,557 | ) | |||||||||
Capital expenditures | (840 | ) | (512 | ) | (1,821 | ) | (1,069 | ) | |||||||
Proceeds from sale of assets | — | — | — | 4 | |||||||||||
Proceeds from maturity of investments | 203,757 | 30,032 | 258,289 | 127,542 | |||||||||||
Purchases of investments | (197,321 | ) | (6,959 | ) | (248,873 | ) | (82,521 | ) | |||||||
Proceeds from sales of available-for-sale securities | 76 | 24 | 152 | 161 | |||||||||||
Purchases of available-for-sale securities | (76 | ) | (24 | ) | (152 | ) | (161 | ) | |||||||
Other | 6 | — | 97 | — | |||||||||||
Net cash provided by investing activities | 5,602 | 22,561 | 6,719 | 41,399 | |||||||||||
Financing activities: | |||||||||||||||
Repurchase of common stock | — | — | (8,725 | ) | (11,550 | ) | |||||||||
Proceeds from issuance of common stock | 13 | 65 | 184 | 148 | |||||||||||
Cash dividends paid | (829 | ) | (886 | ) | (2,514 | ) | (2,685 | ) | |||||||
Other | (26 | ) | — | (25 | ) | — | |||||||||
Net cash used in financing activities | (842 | ) | (821 | ) | (11,080 | ) | (14,087 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents | 255 | (234 | ) | 956 | 945 | ||||||||||
Increase/ (decrease) in cash and cash equivalents | 4,514 | 23,505 | (4,842 | ) | 33,130 | ||||||||||
Cash and cash equivalents at beginning of period | 92,646 | 53,518 | 102,002 | 43,893 | |||||||||||
Cash and cash equivalents at end of period | $ | 97,160 | $ | 77,023 | $ | 97,160 | $ | 77,023 |
Net Sales | QTD | QTD | ||||||
FY 2014 | FY 2013 | % Change | ||||||
EDG | $ | 24,193 | $ | 24,333 | (0.6)% | |||
Canvys | 8,691 | 9,297 | (6.5)% | |||||
Total | $ | 32,884 | $ | 33,630 | (2.2)% | |||
YTD | YTD | |||||||
FY 2014 | FY 2013 | % Change | ||||||
EDG | $ | 75,835 | $ | 76,146 | (0.4)% | |||
Canvys | 26,742 | 29,737 | (10.1)% | |||||
Total | $ | 102,577 | $ | 105,883 | (3.1)% | |||
Gross Profit | QTD | QTD | ||||||
FY 2014 | % of Net Sales | FY 2013 | % of Net Sales | |||||
EDG | $ | 7,139 | 29.5% | $ | 7,407 | 30.4% | ||
Canvys | 2,512 | 28.9% | 2,503 | 26.9% | ||||
Total | $ | 9,651 | 29.3% | $ | 9,910 | 29.5% | ||
YTD | YTD | |||||||
FY 2014 | % of Net Sales | FY 2013 | % of Net Sales | |||||
EDG | $ | 23,505 | 31.0% | $ | 23,337 | 30.6% | ||
Canvys | 7,345 | 27.5% | 7,961 | 26.8% | ||||
Total | $ | 30,850 | 30.1% | $ | 31,298 | 29.6% |
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