SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For Quarter Ended March 31, 2003 Commission File Number 0-7475
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PHOTO CONTROL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0831186
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4800 Quebec Avenue North, Minneapolis, Minnesota 55428
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (763) 537-3601
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(Former name, former address, and former fiscal year if changes since
last report.)
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 twelve 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at April 15, 2003
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Common Stock, par value $.08 1,604,163 Shares
1
PHOTO CONTROL CORPORATION
INDEX
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PART I Page Number
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ITEM 1: Financial Information
Balance Sheet -
March 31, 2003 and December 31, 2002 3
Statement of Operations -
Three Months Ended March 31, 2003 and 2002 4
Statement of Cash Flows -
Three Months Ended March 31, 2003 and 2002 5
Notes to Financial Statements 6
ITEM 2: Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
ITEM 4: Controls and Procedures 8
PART II
ITEM 2: Changes in Securities 9
ITEM 6: Exhibits and Reports on Form 8-K 9
2
PART I
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ITEM 1: FINANCIAL INFORMATION
BALANCE SHEETS (UNAUDITED)
MARCH 31 DECEMBER 31
2003 2002
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ASSETS
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Current Assets
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Cash $ 3,275,647 $ 3,520,622
Accounts Receivable 303,867 379,045
Inventories 3,077,798 3,144,766
Prepaid Expenses 33,347 110,805
Refundable Income Taxes 289,205 171,127
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Total Current Assets 6,979,864 7,326,365
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Other Assets
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Patent Right, Net of Amortization 1,226,467 1,270,798
Cash Value of Life Insurance 100,173 96,285
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Total Other Assets 1,326,640 1,367,083
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Plant and Equipment
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Land and Building 2,181,120 2,181,120
Machinery and Equipment 2,508,594 2,485,818
Accumulated Depreciation (3,485,297) (3,425,297)
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Total Plant and Equipment 1,204,417 1,241,641
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$ 9,510,921 $ 9,935,089
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
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Current Portion of Purchase Contract $ 109,880 $ 184,920
Accounts Payable 67,575 156,977
Accrued Payroll and Employee Benefits 159,609 141,751
Accrued Expenses 361,457 316,143
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Total Current Liabilities 698,521 799,791
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Accrued Retirement Benefit 867,223 873,548
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Stockholders' Equity
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Common Stock 128,333 128,333
Additional Paid-In Capital 1,393,484 1,393,484
Retained Earnings 6,423,360 6,739,933
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Total Stockholders' Equity 7,945,177 8,261,750
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$ 9,510,921 $ 9,935,089
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See accompanying notes to financial statements.
3
STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31
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2003 2002
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Net Sales $ 1,471,200 $ 1,703,475
Cost of Sales 1,228,729 1,331,808
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Gross Profit 242,471 371,667
Expenses
Marketing & Administrative 466,926 431,531
Research, Development & Eng 206,118 132,378
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Total Expenses 673,044 563,909
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(Loss) Before Taxes (430,573) (192,242)
Income Tax (Benefit) (114,000) (69,000)
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Net(Loss) $ (316,573) $ (123,242)
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Net(Loss) Per Common
Share - Basic $ (.20) $ (.08)
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Net(Loss) Per Common
Share - Diluted $ (.20) $ (.08)
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See accompanying notes to financial statements.
4
STATEMENT OF CASH FLOWS (UNAUDITED)
MARCH 31
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2003 2002
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Cash flows from operating activities:
Net from operations $ (316,573) $ (123,242)
Items not affecting cash-
Depreciation 60,000 75,000
Deferred compensation 12,000 12,000
Amortization 44,331 44,331
Provision for Obsolete Inventory 36,293 19,847
Change in:
Receivables 75,178 (214,205)
Inventories 30,675 (107,996)
Prepaid Expenses 77,458 71,256
Accounts Payable (89,402) 59,779
Accrued Expenses 63,172 (303,067)
Accrued and Refundable Income Taxes (118,078) (83,809)
Deferred compensation (18,325) (18,326)
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Net Cash provided by (used in)
operating activities (143,271) (568,432)
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Cash flows from investing activities:
Additions to plant and equipment (22,776)
Additions to cash value of life insurance (3,888) (3,888)
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Net cash provided by (used in)
investing activities (26,664) (3,888)
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Cash flow from financing activities:
Payment on purchase contract (75,040) (105,240)
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Change in cash and cash equivalent (244,975) (677,560)
Beginning cash and cash equivalent 3,520,622 3,019,781
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Ending cash and cash equivalent $ 3,275,647 $ 2,342,221
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See accompanying notes to financial statements
5
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1
Notes to financial statements presented herein do not include all the
footnotes normally presented in the Company's annual report to
stockholders.
The accompanying financial statements reflect, in the opinion of
management, all normal and recurring adjustments necessary to a fair
presentation of financial position, results of operations, and cash flows
for the interim periods. The results for interim periods are not
necessarily indicative of results to be expected for the year.
NOTE 2
Inventories are analyzed as follows:
MARCH 31 DECEMBER 31
2003 2002
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Raw Materials $1,897,634 $1,904,392
Work in Progress 78,257 103,993
Finished Goods 1,531,907 1,536,381
Reserve for Obsolescence (430,000) (400,000)
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$3,077,798 $3,144,766
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NOTE 3
Net Income(Loss) per common share is computed based on the weighted average
number of common shares outstanding during the period when computing the
basic earnings per share. When dilutive, stock options are included as
equivalents using the Treasury Stock method when computing the diluted
earnings per share.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the first quarter ended March 31, 2003 were $1,471,000, a decrease of
13.6% and $232,00 from the first quarter in 2002. The photographic products
sales decreased $111,000 which consisted of a camera product line sales decrease
of $71,000, a printer product line sales decrease of $37,000, a flash equipment
product line sales increase of $9,000, and a Lindahl shades product line sales
decrease of $11,000. The decrease in the photographic product line sales reflect
a general overall weakness in demand. The Bookendz dock product line sales
decreased $121,000 due to the introduction by Apple of two Powerbook computers
in January 2003. The Company is tooling up to build docks for the new Powerbooks
but will not have docks available until June and September.
The gross profit margin for the first quarter of 2003 decreased to 16.4%
compared to 21.8% from the first quarter of 2002. Gross margin varies depending
upon the volume of sales and the product mix. Because of the lower sales volume
in the first quarter of 2003 the under absorption of manufacturing overhead
increased by $29,000 in the first quarter of 2003 compared to the first quarter
of 2002. In addition the product mix between the lower photographic gross margin
sales and the higher Bookendz gross margin sales changed in 2003 compared to
2002.
Research, development and engineering expenses increased by $73,000 and
marketing and administrative expenses increased $35,000 for the first quarter of
2003 compared to the first quarter of 2002. The increase in research,
development and engineering expense reflects the cost to develop two new digital
cameras. The increase in marketing and administrative expense reflects increased
sales promotion activity for trade shows, advertising, and a direct user sales
promotion.
LIQUIDITY & CAPITAL RESOURCES
Cash decreased by $245,000 to $3,275,000 since December 31, 2002. This cash
decrease for the quarter was due to $143,000 of negative cash flow from
operations, $23,000 of capital equipment expenditures and payment of $75,000 on
the Bookendz purchase contract. At March 31, 2003 there was no borrowing under
the line of credit.
The Company believes that its cash flow from future operations and available
borrowing capacity will be sufficient to finance operations and capital
requirements.
7
CAUTIONARY STATEMENT
Statements included or incorporated by reference in this Quarterly Report on
Form 10-Q which are not historical in nature are identified as "forward looking
statements" for the purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The Company cautions readers that forward looking
statements, including without limitation, those relating to the Company's future
business prospects, revenues, working capital, liquidity, capital needs,
interest costs, and income, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward looking statements. The risks and uncertainties include, but are not
limited to, economic conditions, product demand and industry capacity,
competitive products and pricing, manufacturing efficiencies, new product
development and market acceptance, the regulatory and trade environment, and
other risks indicated in filings with the Securities and Exchange Commission.
ITEM 4: CONTROLS AND PROCEDURES
(a)Evaluation of disclosure controls and procedures. Based on their evaluation
as of a date within 90 days of the filing date of this Quarterly Report on Form
10-Q, the Company's principal officer and principal financial officer have
concluded that the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the
"Exchange Act")) are effective to ensure that the information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
(b)Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation. There were no
significant deficiencies or material weaknesses, and therefore there were no
corrective actions taken.
8
PART II
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ITEM 2: CHANGES IN SECURITIES
Common Stock
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Number of Paid In Retained
Shares Amount Capital Earnings
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Balance at
December 31,2002 1,604,163 $ 128,333 $1,393,484 $6,739,933
Net Loss (316,573)
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Balance at
March 31, 2003 1,604,163 $ 128,333 $1,393,484 $6,423,360
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ITEM 6: EXHIBIT AND REPORTS ON FORM 8-K
A. Exhibits - 99. Certification Pursuant to 18 U.S.C.ss.1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
B. Reports on Form 8-K - None
PHOTO CONTROL CORPORATION
Date: April 16, 2003 By /s/ Curtis R. Jackels
Curtis R. Jackels
Chief Executive Officer, and
President
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CERTIFICATIONS
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I, Curtis R. Jackels, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Photo Control
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 16, 2003 /s/ Curtis R. Jackels
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Curtis R. Jackels, President, CEO
and Principal Accounting Officer
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