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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2003
------------------
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 0-17038
Concord Camera Corp.
--------------------
(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Hollywood Blvd., 6th Floor, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
(954) 331-4200
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(Registrant's telephone number, including area code)
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 X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value - 30,277,303 shares as of October 31, 2003
Index
Concord Camera Corp. and Subsidiaries
Part I. Financial Information Page No.
--------
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets as of September 27, 2003 and June 28, 2003..............................3
Condensed consolidated statements of operations for the quarters ended
September 27, 2003 and September 28, 2002.....................................................................4
Condensed consolidated statements of cash flows for the
quarters ended September 27, 2003 and September 28, 2002......................................................5
Notes to condensed consolidated financial statements..........................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................................................19
Item 4. Controls and Procedures............................................................................................20
Part II. Other Information
Item 1. Legal Proceedings..................................................................................................21
Item 6. Exhibits and Reports on Form 8-K...................................................................................21
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (Unaudited)
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
September 27, June 28,
2003 2003
------------- ----------
Assets (Unaudited)
------
Current Assets:
Cash and cash equivalents $ 38,292 $ 38,221
Short-term investments 50,203 50,035
Accounts receivable, net 25,684 32,494
Inventories 46,400 32,317
Prepaid expenses and other current assets 5,786 5,122
--------- ---------
Total current assets 166,365 158,189
Property, plant and equipment, net 20,377 21,328
Goodwill, net 3,721 3,721
Other assets 23,374 22,576
--------- ---------
Total assets $ 213,837 $ 205,814
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
Accounts payable $ 28,751 $ 22,105
Accrued expenses 11,802 13,023
Other current liabilities 2,402 1,984
--------- ---------
Total current liabilities 42,955 37,112
Other long-term liabilities 11,096 11,874
--------- ---------
Total liabilities 54,051 48,986
Commitments and contingencies
Stockholders' equity:
Blank check preferred stock, no par value,
1,000 shares authorized, none issued -- --
Common stock, no par value, 100,000 shares
authorized; 30,244 and 29,464 shares issued
as of September 27, 2003 and June 28, 2003, respectively 142,255 141,109
Paid-in capital 8,563 5,407
Deferred stock-based compensation (148) (190)
Deferred compensation arrangement 413 --
Retained earnings 14,456 15,070
Accumulated other comprehensive loss (720) (431)
--------- ---------
164,819 160,965
Less: treasury stock, at cost, 1,599 and 1,543 shares as
of September 27, 2003 and June 28, 2003, respectively (4,620) (4,137)
Less: common stock held in trust, 331 shares as
of September 27, 2003 (413) --
--------- ---------
Total stockholders' equity 159,786 156,828
--------- ---------
Total liabilities and stockholders' equity $ 213,837 $ 205,814
========= =========
See accompanying notes.
3
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
For the quarter ended
---------------------------------
September 27, September 28,
2003 2002
------------- -------------
Net sales $ 57,401 $ 30,182
Cost of products sold 46,661 22,460
-------- ---------
Gross profit 10,740 7,722
Selling expenses 2,381 1,819
General and administrative expenses 5,957 4,277
Variable stock-based compensation expense 3,050 --
Interest expense 163 677
Other (income), net (109) (281)
-------- ---------
(Loss) income before income taxes (702) 1,230
(Benefit) for income taxes (88) (161)
-------- ---------
Net (loss) income $ (614) $ 1,391
======== =========
Basic (loss) earnings per common share $ (0.02) $ 0.05
======== =========
Diluted (loss) earnings per common share $ (0.02) $ 0.05
======== =========
Weighted average common shares
outstanding - basic 28,455 27,756
Dilutive effect of
common stock options -- 1,520
-------- ---------
Weighted average common shares
outstanding - diluted 28,455 29,276
======== ========
See accompanying notes.
4
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
For the quarter ended
----------------------------
September 27, September 28,
2003 2002
------------- -------------
Cash flows from operating activities:
Net (loss) income $ (614) $ 1,391
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,435 1,553
Write-off of deferred finance costs -- 303
Variable stock-based compensation expense 3,050 --
Changes in operating assets and liabilities:
Accounts receivable 6,810 1,844
Inventories (14,083) (17,068)
Prepaid expenses and other current assets (664) (576)
Other assets (625) (3,770)
Accounts payable 6,648 (719)
Accrued expenses (1,221) 4,962
Other current liabilities 417 445
Other liabilities (777) 404
--------- ---------
Net cash provided by (used in) operating activities 376 (11,231)
--------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment (510) (772)
Purchases of available-for-sale investments (458) --
--------- ---------
Net cash used in investing activities (968) (772)
--------- ---------
Cash flows from financing activities:
Principal repayment of senior notes -- (14,934)
Net proceeds from issuance of common stock 663 488
--------- ---------
Net cash provided by (used in) financing activities 663 (14,446)
--------- ---------
Net increase (decrease) in cash and cash equivalents 71 (26,449)
Cash and cash equivalents at beginning of period 38,221 103,868
--------- ---------
Cash and cash equivalents at end of period $ 38,292 $ 77,419
========= =========
See accompanying notes
5
CONCORD CAMERA CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 27, 2003
(Unaudited)
Note 1 - Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. 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 of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the quarter ended September 27, 2003 ("First Quarter Fiscal 2004")
are not necessarily indicative of the results that may be expected for the
fiscal year ending July 3, 2004 ("Fiscal 2004"). The balance sheet at June 28,
2003 has been derived from the audited financial statements at that date, but
does not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. Concord Camera Corp., a New Jersey corporation, and its consolidated
subsidiaries (collectively referred to as the "Company") manage their business
on the basis of one reportable segment. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 28, 2003
("Fiscal 2003").
Note 2 - Summary of Significant Accounting Policies:
Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
and include the accounts of the Company and its subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Foreign Currency Transactions
The Company operates on a worldwide basis and its results may be adversely or
positively affected by fluctuations of various foreign currencies against the
U.S. Dollar, specifically, the Canadian Dollar, European Euro, British Pound
Sterling, People's Republic of China Renminbi, Hong Kong Dollar and Japanese
Yen. Each of the Company's non-Hong Kong foreign subsidiaries purchases its
finished goods inventories in U.S. Dollars. Although the U.S. Dollar is the
functional currency for each of the Company's subsidiaries, certain net sales to
customers and purchases of certain components and services are transacted in
local currency, thereby creating an exposure to fluctuations in foreign currency
exchange rates. The translation from the applicable currencies to U.S. Dollars
is performed for balance sheet accounts using current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using a weighted
average exchange rate during the period. Gains or losses resulting from foreign
currency transactions and remeasurement are included in "Other (income), net" in
the accompanying condensed consolidated statements of operations. Foreign
currency losses of $0.3 million and $0.1 million were included in "Other
(income), net" for the First Quarter Fiscal 2004 and the quarter ended September
28, 2002 ("First Quarter Fiscal 2003"), respectively.
6
Hedging Activities
As of September 27, 2003, the Company was not engaged in any hedging activities
and there were no forward exchange contracts outstanding.
Investments
At September 27, 2003, the Company's "Short-term investments", as classified in
the accompanying condensed consolidated balance sheet, consisted of fixed income
funds that invest in debt securities and are considered available-for-sale
securities. Investments in marketable securities not classified as
held-to-maturity or trading are classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a component of comprehensive income
(loss) unless the loss is other than temporary, and then it would be recorded as
an expense. Realized gains and losses, interest and dividends are classified as
investment income in "Other (income), net" in the accompanying condensed
consolidated statements of operations. As of September 27, 2003, the gross cost,
unrealized holding loss, and fair value of the short-term investments were $50.9
million, $0.7 million, and $50.2 million, respectively. Dividend income of $0.5
million and $0 related to the short-term investments was included in "Other
(income), net" for First Quarter Fiscal 2004 and First Quarter Fiscal 2003,
respectively. Investments held in deferred compensation rabbi trusts directed by
participants are classified as trading and changes in the fair value of such
investments are recorded in earnings.
Stock-Based Compensation
As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, ("SFAS
No. 123") as amended by SFAS No. 148, Accounting for Stock-Based Compensation
and Disclosure, ("SFAS No. 148") the Company has elected to follow Accounting
Principles Board Opinion ("APB Opinion") No. 25, Accounting for Stock Issued to
Employees, ("APB No. 25") intrinsic value method and related interpretations in
accounting for its employee stock-based transactions and has complied with the
disclosure requirement of SFAS No. 148. Under APB No. 25, compensation expense
is calculated at the time of option grant, based upon the difference between the
exercise price of the option and the fair market value of the Company's no par
value common stock ("Common Stock"). Compensation expense is recognized over the
option's vesting period. No compensation expense for stock options is recognized
for stock option awards granted at or above fair market value.
In the Fall of 2001, the Company consummated an exchange offer for certain
outstanding stock options and, as a result, is required to apply variable
stock-based compensation accounting for the new options issued in the exchange
until they are exercised, cancelled or expired. For First Quarter Fiscal 2004,
the Company recorded $3.1 million of variable stock-based compensation expense
in the condensed consolidated statements of operations because its Common Stock
price on September 27, 2003 was higher than the new repriced stock options'
exercise price of $5.97 and higher than its Common Stock price on its last
measurement date, June 28, 2003. For First Quarter Fiscal 2003, the Company did
not record any variable stock-based compensation expense in the condensed
consolidated statement of operations because its Common Stock price on September
28, 2002 was below the new repriced stock options' exercise price of $5.97.
Because the determination of variable stock-based compensation expense or income
associated with the repriced stock options is dependent upon the market price of
the Company's common stock at the end of the applicable reporting period, it is
not possible to determine its future impact, either favorable or unfavorable, on
the Company's consolidated financial statements for prospective reporting
periods.
For purposes of pro forma disclosures under SFAS No. 123 as amended by SFAS No.
148, the estimated fair value of the equity awards is amortized to expense over
the options' vesting period. The following table illustrates the effect on net
(loss) income and (loss) earnings per share if the fair value based method had
been applied to all outstanding and unvested awards in each period (in
thousands, except per share amounts):
7
For the quarter ended
------------------------------------------
September 27, September 28,
2003 2002
----------------- -----------------
Net (loss) income, as reported $ (614) $ 1,391
Add: variable stock-based compensation
expense, net of related tax effects,
included in the determination of net
(loss) income as reported 2,669 -
Deduct: total stock-based compensation
expense determined under fair value
based method for all awards, net of
related tax effects (329) (380)
----------------- -----------------
Pro forma net income $ 1,726 $ 1,011
================= =================
(Loss) earnings per share:
Basic - as reported $ (0.02) $ 0.05
----------------- -----------------
Basic - pro forma $ 0.06 $ 0.04
----------------- -----------------
Diluted - as reported $ (0.02) $ 0.05
----------------- -----------------
Diluted - pro forma $ 0.06 $ 0.04
================= =================
Income Taxes
The Company estimates its effective tax rate based upon its projected
consolidated annual effective income tax rate. This rate is largely a function
of the amounts of income and loss attributed to both domestic and foreign
operations, the application of their respective statutory tax rates and the
anticipated utilization of available net operating loss carryforwards to reduce
taxable income. During the First Quarter Fiscal 2004, a significant portion of
the Company's income was generated in Hong Kong, where the statutory tax rate is
8.75%.
As of September 27, 2003, management evaluated the Company's deferred tax
assets. As part of assessing the realizability of its deferred tax assets,
management evaluated whether it is more likely than not that some portion, or
all of its deferred tax assets, will be realized. The realization of its U.S.
and Hong Kong deferred tax assets relates directly to the Company's tax planning
initiatives and strategies for U.S. federal and state tax purposes and Hong Kong
purposes. As of September 27, 2003, based on all the available information,
management determined that it is more likely than not that its U.S. and Hong
Kong deferred tax assets will be fully realized. Accordingly, there was no
valuation allowance recorded against its U.S. deferred tax asset at September
27, 2003 except for $0.3 million related solely to the utilization of a
potential capital loss associated with the Company's short-term investments.
The Company has recorded a full valuation allowance on deferred tax assets
related to net operating loss carryforwards in certain European jurisdictions.
This valuation allowance was based upon management's assessment as to their
realizability. Based upon these European operations' ability to generate taxable
income during Fiscal 2004, management anticipates utilizing a portion of these
net operating loss carryforwards. As these European operations generate taxable
income, the Company effectively reduces a portion of the valuation allowance
based upon management's assessment of the ultimate realizability of the deferred
tax assets.
Comprehensive Income
Comprehensive income in accordance with SFAS No. 130, Reporting Comprehensive
Income, ("SFAS No. 130"), includes net earnings adjusted for certain revenues,
expenses, gains and losses that are excluded from net earnings under generally
accepted accounting principles. Unrealized gains and losses related to the
Company's available-for-sale investments are included as a component of
"Accumulated other comprehensive loss" reported in the accompanying condensed
consolidated balance sheet as of September 27, 2003. Such gains and losses are
excluded from net income (loss). As of September 27, 2003, the amount classified
within "Accumulated other comprehensive loss" in the accompanying condensed
consolidated balance sheet consisted solely of gross unrealized losses on
available-for-sale securities of $(0.7) million, of which $0.3 million occurred
in First Quarter Fiscal 2004. See "Investments" above for a further discussion
of available-for-sale securities.
8
Earnings (Loss) Per Share
Basic and diluted earnings (loss) per share are calculated in accordance with
SFAS No. 128, Earnings per Share, ("SFAS No. 128"). All applicable earnings
(loss) per share amounts have been presented in conformity with SFAS No. 128
requirements. In First Quarter Fiscal 2004, potentially dilutive securities were
comprised of options to purchase 2,246,305 shares of Common Stock that were not
included in the calculation of diluted loss per share because their impact was
antidilutive. In First Quarter Fiscal 2004, the weighted effect of the 331,011
shares of Common Stock required to settle the liability for a deferred
compensation arrangement were included in the denominator of both basic and
diluted earnings per share calculations. See Note 6 - Deferred Compensation
Arrangement.
Reclassifications
Certain amounts in the prior year have been reclassified to conform to the
current year presentation.
Note 3 - Recently Issued Accounting Pronouncements:
In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity, ("SFAS No. 150"). The statement established standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). The statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. In October 2003, the FASB decided to defer for an indefinite period the
application of the guidance in SFAS No. 150 to noncontrolling interests that are
classified as equity in the financial statements of the subsidiary but would be
classified as a liability in the parent's financial statements under SFAS No.
150. The Company does not have any financial instruments falling within the
scope of this statement, therefore, no additional disclosures are required and
SFAS No. 150 will not have a material impact on the Company's consolidated
financial statements.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, ("FASB Intepretation No. 46"). FASB Interpretation
No. 46 requires consolidation of a variable interest entity if a company's
variable interest absorbs a majority of the entity's losses or receives a
majority of the entity's expected residual returns, or both. The Company does
not believe it has any variable interest entities. However, the Company will
continue to evaluate the effect of adopting FASB Interpretation No. 46 on its
consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, which amends SFAS No. 123, which
provides for alternative methods of transition for an entity that changes to the
fair value method of accounting for employee stock-based compensation. In
addition, SFAS No. 148 amends the disclosure provisions of SFAS No. 123 to
require expanded disclosure of the effects of an entity's accounting policy with
respect to employee stock-based compensation. SFAS No. 148, which became
effective in the third quarter Fiscal 2003, did not have a material impact on
the consolidated financial statements, as the Company has not adopted the fair
value method for employee stock-based compensation. See "Stock-Based
Compensation" under Note 2 above.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, ("FASB Interpretation No. 45") which requires guarantors
to make significant new disclosures and requires certain guarantees to be
recorded at fair value. FASB Interpretation No. 45 disclosure requirements are
effective for periods ending after December 15, 2002 and for guarantees issued
or modified after December 31, 2002. FASB Interpretation No. 45 is not expected
to have a material impact on the Company's consolidated financial statements.
9
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction,
("SFAS No. 145"). SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses
from Extinguishment of Debt, and other existing authoritative pronouncements to
make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. In accordance with SFAS No.145, a gain
or loss from the extinguishment of debt should not be classified as
extraordinary if it does not meet the criteria for classification as an
extraordinary item under APB Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS
No. 145 is effective for financial statements issued after May 15, 2002. See
Note 5 - Senior Notes.
Note 4 - Inventories:
Inventories consist of the following:
(in thousands)
September 27, June 28,
2003 2003
--------------------- ---------------------
Raw materials, components, and work-in-
process $ 22,229 $ 19,345
Finished goods 24,171 12,972
--------------------- ---------------------
Total inventories $ 46,400 $ 32,317
===================== =====================
Inventories, consisting of raw materials, work-in-process and finished goods,
are stated at the lower of cost or market value and are determined on a
first-in, first-out basis. Inventories include materials, labor, and
manufacturing overhead costs. The Company provides inventory provisions for
excess, obsolete or slow-moving inventory based on changes in customer demand,
technological developments or other economic factors.
During First Quarter Fiscal 2004, the Company changed its method of applying
manufacturing labor and overhead costs to inventory. Previously, the Company
used the ratio of labor and overhead costs compared to material costs incurred
during a twelve-month period to estimate labor and overhead costs to be applied
to material costs in inventory at the end of the period. Under the new method,
manufacturing labor and overhead costs are applied to inventory using a standard
cost approach to estimate the costs incurred during the procurement and
production processes.
The new standard cost approach was made possible by the Company's efforts to
update its information systems and capture additional information related to its
standard costs of manufacturing. Management believes the new method of applying
manufacturing labor and overhead costs to inventories improves the matching of
the costs incurred to manufacture the product with their flow through the
production process. Under APB Opinion No. 20, Accounting Changes, this
accounting change is considered to be a change in accounting estimate
inseparable from a change in accounting method. For First Quarter Fiscal 2004,
this change in applying manufacturing labor and overhead costs to inventories
had the effect of decreasing inventory by $3.4 million, increasing cost of
products sold by $3.4 million, decreasing net income by $3.0 million and
decreasing basic and fully diluted earnings per share by $0.10.
10
Note 5 - Senior Notes:
On August 15, 2002, the Company repurchased its $15 million, 11% Senior Notes.
The Company paid slightly below par to repurchase and cancel the Senior Notes.
At the time of repurchase, the Company incurred $0.3 million of expenses
associated with the write-off of deferred finance costs related to the Senior
Notes, which was included in interest expense in the accompanying condensed
consolidated statements of operations for First Quarter Fiscal 2003 in
accordance with SFAS No.145. See Note 3 -Recently Issued Accounting
Pronouncements.
Note 6 - Deferred Compensation Arrangement:
Pursuant to the Company's Deferred Delivery Plan and an election previously made
thereunder, on July 14, 2003, the Company's Chairman, Chief Executive Officer
and President ("Chairman")tendered 55,989 fully paid and owned shares of Common
Stock to the Company in payment of the exercise price (the "Payment Shares") of
his option to purchase 387,000 shares of Common Stock ("Delivery Plan
Exercise"). With the approval of the Compensation Committee of the Company's
Board of Directors, the Deferred Delivery Plan allows certain executive officers
to elect to defer the gains on certain stock option exercises by deferring
delivery of the "profit" shares to be received upon exercise. Upon the Delivery
Plan Exercise, the 55,989 Payment Shares were classified as "Treasury stock" and
recorded at a cost of $482,625. In exchange, 387,000 new shares of Common Stock
were issued by the Company and classified as "Common stock" at a cost of
$482,625 of which 55,989 shares were issued to the Chairman and 331,011 shares,
the delivery of which was deferred by the Chairman, were issued to a rabbi
trust. The 331,011 shares held in this rabbi trust have been recorded at a cost
of $412,825 and are classified as "Common stock held in trust." The
corresponding liability to the Chairman has been recorded at $412,825 and is
classified as "Deferred compensation arrangement" in the stockholders' equity
section of the condensed consolidated balance sheet.
Note 7 - Commitments and Contingencies:
Deferred Long-Term Compensation
On August 6, 2003, certain executive officers were awarded $1.9 million in the
aggregate of contingent deferred compensation, which is not yet earned or
vested, under the Company's Amended and Restated 2002 Long-Term Cash Incentive
Plan (the "LTCIP") with respect to the Fiscal 2002-2003 performance period (the
"Deferred LTCIP Awards"). The Deferred LTCIP Awards vest, so long as the
executive continues to be employed by the Company, in three equal annual
installments on August 6, 2004, 2005 and 2006, or immediately upon: (i) a change
of control of the Company or (ii) the executive's death or disability. The
Deferred LTCIP Award granted to the Chairman has substantially the same terms
and conditions as the other Deferred LTCIP Awards. However, in addition to the
events that will accelerate the vesting of the other Deferred LTCIP Awards, it
provides for immediate vesting in the event of termination without cause, a
constructive termination of employment without cause, or the non-renewal of his
employment contract. The supplemental executive retirement plan and agreement
("SERP") adopted by the Company for the benefit of the Chairman ("the Chairman
SERP") and the SERPs of other executives to whom Deferred LTCIP Awards were
granted are being amended to include appropriate terms to govern the Deferred
LTCIP Awards. Once the relevant SERPs have been amended, the Company will
contribute the foregoing amounts to trusts established for the purpose of
holding funds to satisfy the Company's obligations under the Deferred LTCIP
Awards. The Company expenses the Deferred LTCIP Awards over the vesting period
and the related liability as of September 27, 2003 is classified under "Other
long-term liabilities" in the accompanying condensed consolidated balance sheet.
License and Royalty Agreements
On August 21, 2002, the Company entered into two Polaroid licensing agreements.
The two license agreements provide for the exclusive (with the exception of
products already released by Polaroid into the distribution chain), worldwide
use by the Company of the Polaroid brand trademark in connection with the
manufacture, distribution, promotion and sale of single use cameras and
traditional film based cameras, including zoom cameras, and certain related
accessories. The licenses do not include instant or digital cameras. Each
license includes an initial term of three and a half years and may be renewed
under the same economic terms at the Company's option, for an additional
three-year period. Each license agreement provides for the payment by the
Company of $3.0 million of minimum royalties, or $6.0 million in total, which
will be fully credited against percentage royalties. The Company has recorded
these agreements as royalty assets which are being amortized based on a
percentage of sales of the respective cameras. Through August 2003, the Company
has paid a total of $5.0 million, which represented $2.5 million for each
license agreement, as partial payment of the minimum royalties. The Company has
recorded the remaining $1.0 million future minimum royalty payments as a current
liability.
11
Indemnification
The Company has an indemnification agreement with a certain third party to
reimburse it for legal costs incurred by this party in connection with the
securities class action suit against the Company. There is no maximum limit with
respect to the amount related to this indemnification. As of September 27, 2003,
the Company had accrued $0.1 million related to such indemnification which is
classified in "Accrued expenses" in the accompanying condensed consolidated
balance sheet. See Note 8 - Litigation and Settlements below.
Note 8 - Litigation and Settlements:
In July 2002, a class action complaint was filed against the Company and certain
of its officers in the United States District Court for the Southern District of
Florida by individuals purporting to be shareholders of the Company. The Company
filed a motion to dismiss the lawsuit on August 30, 2002, and in December 2002,
the complaint was dismissed by the Court. In January 2003, an amended class
action complaint (the "Amended Complaint") was filed adding certain of the
Company's current and former directors as defendants. The lead plaintiffs in the
Amended Complaint seek to act as representatives of a class consisting of all
persons who purchased the Company's Common Stock (i) issued pursuant to the
Company's September 26, 2000 secondary offering (the "Secondary Offering") or
(ii) during the period from September 26, 2000 through June 22, 2001, inclusive
(the "Class Period"). The Amended Complaint asserts, among other things, that
the Company made untrue statements of material fact and omitted to state
material facts necessary to make statements made not misleading in the
Registration Statement and Prospectus issued in connection with the Secondary
Offering, in periodic reports it filed with the Securities and Exchange
Commission ("SEC") and in press releases it made to the public regarding its
operations and financial results. The allegations are centered around claims
that the Company failed to disclose that the transaction with then customer, KB
Gear Interactive, Inc. ("KB Gear"), was a highly risky transaction, claims that
throughout the Class Period the Company failed to disclose that a large portion
of its accounts receivable was represented by a delinquent and uncollectible
balance due from then customer, KB Gear, and claims that such failures
artificially inflated the price of the Common Stock. The Amended Complaint seeks
unspecified damages, interest, attorneys' fees, costs of suit and unspecified
other and further relief from the court. The Company intends to vigorously
defend the lawsuit and filed a motion to dismiss the Amended Complaint on April
18, 2003. Oral argument on the Company's motion to dismiss was heard by the
Court on October 2, 2003. The lawsuit is in the earliest stage and discovery
has not yet commenced. Although the Company believes this lawsuit is without
merit, its outcome cannot be predicted, and if adversely determined, the
ultimate liability of the Company, which could be material, cannot be
ascertained. On September 17, 2002, the Company was advised by the staff of the
SEC that it is conducting an informal inquiry related to the matters asserted in
the class action complaint. On October 15, 2002, the staff of Nasdaq requested
certain information and materials related to the matters asserted in the class
action complaint and as to matters related to the previously reported
embezzlement of Company funds by a former employee, uncovered in April 2002.
In May 2003, a second class action complaint, containing allegations which are
the same or similar to the allegations in the class action described above, was
filed against the Company and certain of its officers in the United States
District Court for the Southern District of Florida. On September 22, 2003, the
Court dismissed the second class action complaint, without prejudice, for
failure to serve the complaint upon the defendants within the 120 day period
prescribed by the Federal Rules of Civil Procedure.
As previously reported, the patent infringement complaint filed by the
Massachusetts Institute of Technology and Electronics for Imaging, Inc. against
the Company in the United States District Court for the Eastern District of
Texas was settled in July 2003. The previously reported patent infringement
complaint filed by Alfred B. Levine against the Company in the United States
District Court for the District of Maryland was settled in September 2003. Both
suits have been dismissed against the Company. Both of the settlements were not
material and did not have a material adverse effect on our financial position or
results of operations.
12
The Company is involved from time to time in routine legal matters incidental to
its business. In the opinion of our management, the resolution of such matters
will not have a material adverse effect on its financial position or results of
operations.
Note 9 - Related Party Transactions:
From May 1, 2002 through June 15, 2003, William J. Lloyd, who was a member of
the Company's Board of Directors during that time, provided consulting services
to the Company on an as needed basis in exchange for a $5,000 per month retainer
and reimbursement of all reasonable business expenses. The Company accepted Mr.
Lloyd's resignation from the Board of Directors, effective July 31, 2003, and
the consulting relationship was terminated effective June 15, 2003. In
connection with Mr. Lloyd's resignation, the Board approved an extension of the
expiration dates of certain options held by Mr. Lloyd, and the continued vesting
through January 2005 of 12,000 shares subject to one of his options. The
modification of the options' terms resulted in $105,000 of compensation expense
recorded in First Quarter Fiscal 2004.
A corporation controlled by J. David Hakman, a member of the Board of Directors,
provided consulting services to the Company from 1997 to July 2002 pursuant to
an engagement agreement entered into on September 25, 1997, as later amended and
supplemented (the "Hakman Agreement"). Pursuant to the Hakman Agreement, the
Company granted a warrant to purchase up to 260,000 shares of Common Stock at an
exercise price of $2.25 per share to the corporation controlled by Mr. Hakman.
In October 2000, the corporation exercised the warrant as to all 113,000 shares
that had vested up until that time. On September 25, 2002, the corporation
exercised the warrant as to another 77,000 shares that were vested and
exercisable at that time. The warrant never vested as to the remaining 70,000
shares and expired on September 25, 2002.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
fiscal year ended June 28, 2003 ("Fiscal 2003") consolidated financial
statements, and the related notes thereto, of Concord Camera Corp. and
subsidiaries ("Concord" or the "Company"). Except for historical information
contained herein, the matters discussed below are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and uncertainties, including
but not limited to economic, governmental, political, competitive and
technological factors affecting Concord's operations, markets, products, prices
and other factors discussed elsewhere in this report and other reports filed by
the Company with the Securities and Exchange Commission ("SEC"). These factors
may cause results to differ materially from the statements made in this report
or otherwise made by or on behalf of Concord.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the Condensed Consolidated Financial Statements and Notes thereto. Our
application of accounting policies affects these estimates and assumptions.
Actual results could differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies affect the
more significant estimates and assumptions used in the preparation of our
Condensed Consolidated Financial Statements and Notes thereto:
13
Provision for Doubtful Accounts
The provision for doubtful accounts is based on our assessment of the
collectibility of specific customer accounts and the aging of accounts
receivable. If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical experience, our estimates of
the recoverability of amounts owed to us could be adversely affected.
Inventory
Inventories, consisting of raw materials, work-in-process and finished goods,
are stated at the lower of cost or market value and are determined on a
first-in, first-out basis. Inventories include materials, labor, and
manufacturing overhead costs. The Company provides inventory provisions for
excess, obsolete or slow-moving inventory based on changes in customer demand,
technological developments or other economic factors.
Inventory purchases and commitments are based upon future demand forecasts. If
there is a sudden and significant decrease in demand for our products, or there
is a higher rate of inventory obsolescence because of rapidly changing
technology and customer requirements, we may be required to reduce our inventory
values resulting from lower of cost or market value adjustments and our gross
profit could be adversely affected. Due to the shorter life cycles of digital
products, the obsolescence risk is more significant as it relates to these
products.
During the quarter ended September 27, 2003, ("First Quarter Fiscal 2004"), the
Company changed its method of applying manufacturing labor and overhead costs to
inventory. Previously, the Company used the ratio of labor and overhead costs
compared to material costs incurred during a twelve-month period to estimate
labor and overhead costs to be applied to material costs in inventory at the end
of the period. Under the new method, manufacturing labor and overhead costs are
applied to inventory using a standard cost approach to estimate the costs
incurred during the procurement and production processes.
The new standard cost approach was made possible by the Company's efforts to
update its information systems and capture additional information related to its
standard costs of manufacturing. Management believes the new method of applying
manufacturing labor and overhead costs to inventories improves the matching of
the costs incurred to manufacture the products with their flow through the
production process. Under APB Opinion No. 20, Accounting Changes, this
accounting change is considered to be a change in accounting estimate
inseparable from a change in accounting method. For First Quarter Fiscal 2004,
this change in applying manufacturing labor and overhead costs to inventories
had the effect of decreasing inventory by $3.4 million, increasing cost of
products sold by $3.4 million, decreasing net income by $3.0 million and
decreasing basic and fully diluted earnings per share by $0.10. See Note 4 -
Inventories in the Notes to Condensed Consolidated Financial Statements.
Deferred Taxes
The deferred tax valuation allowance is based on our assessment of the
realizability of our deferred tax assets on an ongoing basis and may be adjusted
from time to time as necessary. In determining the valuation allowance, we have
considered the feasibility of tax planning initiatives and strategies. Should we
determine that it is more likely than not that we will realize certain of our
deferred tax assets in the future, an adjustment would be required to reduce the
existing valuation allowance and increase income. On the contrary, if we
determine that we would not be able to realize our recorded deferred tax asset,
an adjustment to increase our valuation allowance would be charged to the
results of operations in the period such conclusion was made. Such charge could
have an adverse effect on our provision for income taxes included in our results
of operations.
Sales Returns
A provision for sales returns is established based on historical trends in
product returns. If future returns are higher than we predicted based on the
historical data, our net sales could be adversely affected.
14
Impairment of Long-lived and Other Assets
Periodically, we review our long-lived assets for impairment. We will record an
impairment loss when indications of impairment are present and where
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amounts. For royalty related assets, we will record an
impairment loss if the total expected royalty payments to be made over the life
of an agreement, excluding any minimum required payments, are less than the
royalty related assets' carrying value. The total expected royalty payments to
be made over the life of an agreement are dependent on management's estimates
about future sales volumes. Because judgment is required to estimate future
sales volumes, the estimates are not necessarily indicative of the sales volumes
that will be actually realized in the future. Assets that are reviewed for
possible impairment include patents, goodwill, licensing and royalty agreements
and certain property, plant and equipment.
Accounting for Litigation and Settlements
We are involved in various legal proceedings. Due to their nature, such legal
proceedings involve inherent uncertainties including, but not limited to, court
rulings, negotiations between affected parties and the possibility of
governmental intervention. Management assesses the probability of loss for such
contingencies and accrues a liability and/or discloses the relevant
circumstances, as appropriate. Management believes that any liability of the
Company that may arise as a result of currently pending legal proceedings will
not have a material adverse effect on the financial condition of the Company
taken as a whole.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 3 -
Recently Issued Accounting Pronouncements in the Notes to Condensed Consolidated
Financial Statements.
Results of Operations
Quarter Ended September 27, 2003 Compared to the Quarter Ended September 28,
2002
Net Sales
Net sales for First Quarter Fiscal 2004 were $57.4 million, an increase of $27.2
million, or 90.1%, as compared to net sales for the quarter ended September 28,
2002 ("First Quarter Fiscal 2003"). The increase in sales was in large part due
to new single use and traditional cameras sold in both our retail sales and
distribution ("RSD") and design and manufacturing services ("DMS") businesses.
Additionally, our net sales of digital cameras for First Quarter Fiscal 2004
were $9.6 million compared to $7.3 million for the same period last year, an
increase of $2.3 million or 31.5%. RSD sales were $42.4 million for the first
quarter this year, an increase of $16.5 million, or 63.9%, as compared to First
Quarter Fiscal 2003, and accounted for 73.8% of total net sales. The growth in
RSD net sales was mostly due to sales of Polaroid branded single use and
traditional cameras, new digital product sales, new customers and organic growth
from customers due to sell through and new product introductions. DMS net sales
were $15.0 million in First Quarter Fiscal 2004, an increase of $10.7 million,
or 246.7%, as compared to the same period last year, and accounted for 26.2% of
total net sales. The increase in DMS net sales was primarily due to increased
quantities of single use cameras manufactured for Eastman Kodak Company under a
supply agreement entered into in September 2002.
Net sales of the Company's operations in the People's Republic of China and Hong
Kong for First Quarter Fiscal 2004, were $15.8 million, an increase of $11.1
million, or 234.1%, as compared to First Quarter Fiscal 2003. The increase was
attributed primarily to growth in our DMS business.
RSD net sales of the Company's operations in the United States, Latin America
and Canada, for First Quarter Fiscal 2004, were $31.9 million, an increase of
$12.1 million, or 61.3%, as compared to the same quarter last year. The increase
in RSD net sales was due to sales of Polaroid branded single use and traditional
cameras to new and existing customers resulting in increased market penetration,
new digital product sales and organic growth from existing customers due to sell
through and new product introductions.
15
RSD net sales of the Company's operations in the United Kingdom, Germany and
France for the First Quarter Fiscal 2004 were $9.7 million, an increase of $4.0
million, or 70.8%, as compared to the First Quarter Fiscal 2003. This increase
was primarily attributable to offering new digital products to new and existing
customers.
Gross Profit
Gross profit for First Quarter Fiscal 2004 was $10.7 million, or 18.7% of net
sales, versus $7.7 million, or 25.6% of net sales in the same quarter last year.
During First Quarter Fiscal 2004, gross profit was negatively affected, in
dollars and as a percentage of sales, by the $3.4 million pre-tax charge to cost
of products sold related to the change in method of applying manufacturing labor
and overhead costs to inventory. Manufacturing efficiency improvements and lower
product development costs, as a percentage of net sales, offset these factors to
a lesser degree. We continue to invest in new product engineering, design, and
development, primarily focusing on digital technologies and products. Product
engineering, design and development costs for First Quarter Fiscal 2004 and
First Quarter Fiscal 2003, in dollars and as a percentage of net sales, were
$2.5 million (4.4%) and $1.9 million (6.4%), respectively. For further
discussion, see the discussion under the caption "Inventory" in the Critical
Accounting Policies section above.
Operating Expenses
Selling expenses for First Quarter Fiscal 2004 were $2.4 million, or 4.1% of net
sales. This compares to $1.8 million, or 6.0% of net sales for the First Quarter
Fiscal 2003. The increase in absolute dollars was primarily due to royalties
related to the Polaroid licenses, additional sales and marketing personnel, and
higher variable costs including freight and handling costs, all of which are
attributable to the Company's sales growth.
General and administrative ("G&A") expenses for First Quarter Fiscal 2004 were
$6.0 million, or 10.4% of net sales. This compared to $4.3 million, or 14.2% of
net sales, for the First Quarter Fiscal 2003. The increase in G&A expenses was
primarily due to additional staffing, increased professional fees, insurance
costs and additional costs associated with the Company's growth. During the
First Quarter Fiscal 2003, G&A expenses included a $0.5 million recovery from
Polaroid Corporation resulting in a reduction of expenses.
Variable stock-based compensation expense for the First Quarter Fiscal 2004 was
$3.1 million as compared to no expense in the same quarter last year because the
Company's stock price on September 28, 2002 was below the repriced options'
exercise price of $5.97. See Note 2 - Summary of Significant Accounting Policies
in the Notes to Condensed Consolidated Financial Statements.
Interest expense for the First Quarter Fiscal 2004 was $0.2 million compared to
$0.7 million in the same quarter last year. The decrease of $0.5 million was
attributable to the reduction in interest expense related to the repurchase of
the Senior Notes in August 2002 and the non-recurring write-off of deferred
finance costs of $0.3 million in the First Quarter Fiscal 2003.
Other (Income), Net
Other (income), net was $(0.1) million and $(0.3) million for First Quarter
Fiscal 2004 and First Quarter Fiscal 2003, respectively. The decrease of $0.2
million related primarily to foreign exchange losses.
Income Taxes
The Company's benefit for income taxes was $0.1 million for First Quarter Fiscal
2004 compared to a benefit of $0.2 million for First Quarter Fiscal 2003. The
Company estimates its effective income tax rate based upon the projected
consolidated annual effective income tax rate. In general, the Company's annual
effective income tax rate is largely a function of the amounts of income and
loss attributed to both domestic and foreign operations, the application of
their respective statutory tax rates, and the utilization of available net
operating loss carryforwards to reduce taxable income. See Note 2- Summary of
Significant Accounting Policies in the Notes to Condensed Consolidated Financial
Statements.
16
Net (Loss) Income
As a result of the matters described above, the Company had a net loss of $0.6
million, or $(0.02) per share, for First Quarter Fiscal 2004 as compared to net
income of $1.4 million, or $0.05 per diluted share, for First Quarter Fiscal
2003.
Liquidity and Capital Resources
We are not aware of factors that are reasonably likely to adversely affect
liquidity trends, other than those factors summarized under the caption "Risk
Factors" in our Annual Report on Form 10-K for Fiscal 2003. We do not have, nor
do we engage in, transactions with any special purpose entities. We are not
engaged in hedging activities and had no forward exchange contracts outstanding
at September 27, 2003. In the ordinary course of business, we enter into
operating lease commitments, purchase commitments and other contractual
obligations. These transactions are recognized in our financial statements in
accordance with accounting principles generally accepted in the United States,
and are more fully discussed below.
We believe that our cash and cash equivalents, short-term investments,
anticipated cash flow from operations, and amounts available under our credit
facilities provide sufficient liquidity and capital resources for our
anticipated short-term working capital and capital expenditure requirements as
well as our anticipated long-term working capital and capital expenditure
requirements for the foreseeable future.
Working Capital - At September 27, 2003, we had working capital of $123.4
million compared to $121.1 million at June 28, 2003, an increase of $2.3
million. The increase was primarily attributed to the seasonal increase in
inventory levels partially offset by a reduction in accounts receivables and an
increase in current liabilities.
Cash Provided by Operations - Cash provided by operations during First Quarter
Fiscal 2004 was $0.4 million, which compared favorably to cash used in
operations of $11.2 million for the comparable period during Fiscal 2003. The
change in cash provided by operating activities for the First Quarter Fiscal
2004 was primarily attributable to collections from accounts receivable and an
increase in accounts payable.
Cash Used in Investing Activities - Purchases of property, plant and equipment
for the First Quarter Fiscal 2004 and First Quarter Fiscal 2003 were $0.5
million and $0.8 million, respectively. We anticipate capital expenditures for
Fiscal 2004 will increase substantially over Fiscal 2003 due to increased
investments in plant and equipment at our manufacturing facility in the PRC in
anticipation of increased net sales in Fiscal 2004, as well as investment in a
new Enterprise Resource Planning System for worldwide operations. The increase
in cash used in investing activities during First Quarter Fiscal 2004 resulted
from the Company purchasing short-term investments during that period, whereas
in First Quarter Fiscal 2003, the Company did not make such investments.
Cash Provided by Financing Activities - Cash provided by financing activities
for First Quarter Fiscal 2004 was $0.7 million. This resulted from proceeds
received from the exercise of stock options. Cash used in financing activities
for First Quarter Fiscal 2003 was $14.4 million, which was primarily
attributable to the repurchase of the Senior Notes partially offset by proceeds
from the exercise of stock options and warrants.
Operating Leases- We enter into operating leases in the ordinary course of
business (e.g., warehouse facilities, office space and equipment) where the
economic profile was favorable. The effects of outstanding leases are not
material to us in terms of either annual cash flow or total future minimum
payments.
Purchase Commitments - As part of the ordinary course of our business, we enter
into and have purchase commitments for materials, supplies, services, and
property, plant and equipment. In the aggregate, such commitments are not at
prices in excess of current market and typically do not exceed one year.
17
Other Contractual Obligations - We do not have any material financial guarantees
or other contractual commitments that are reasonably likely to adversely affect
liquidity. See Hong Kong Financing Facilities below for information about our
financial guarantees.
Hong Kong Financing Facilities - Concord Camera HK Limited ("Concord HK"), a
subsidiary of the Company, has various financing and revolving credit facilities
in place providing an aggregate of approximately $23.5 million in borrowing
capacity. Certain of the revolving credit facilities are denominated in Hong
Kong Dollars. Since 1983 the Hong Kong Dollar has been pegged to the United
States Dollar. The revolving credit facilities are comprised of an Import
Facility, a Packing Credit and Export Facility, a Foreign Exchange Facility and
an Accounts Receivable Financing Facility (collectively, the "Hong Kong
Financing Facilities"). We guarantee the entire Hong Kong Financing Facilities
and the Accounts Receivable Financing Facility is additionally secured by
certain accounts receivable of Concord HK. Availability under the Accounts
Receivable Financing Facility is subject to advance formulas based on Eligible
Accounts Receivable and all the credit facilities are subject to certain
financial ratios and covenants. The Hong Kong Financing Facilities bear interest
at variable rates. At September 27, 2003, there were no amounts outstanding
under the Hong Kong Financing Facilities.
United Kingdom Credit Facility - In November 1999, our United Kingdom subsidiary
obtained a United Kingdom credit facility (the "UK Facility") that was secured
by substantially all of our United Kingdom subsidiary's assets. The UK Facility
bore interest at 1.5% above the UK prime lending rate and was principally
utilized for working capital needs and allowed borrowings of up to approximately
$1.2 million. The facility expired in August 2003.
Senior Notes - See Note 5 - Senior Notes, in the Notes to Condensed Consolidated
Financial Statements.
License Agreements - See Note 7 - Commitments and Contingencies, in the Notes to
Condensed Consolidated Financial Statements.
Significant Customers
Sales to the Company's three largest customers comprised a significant portion
of our total net sales for First Quarter Fiscal 2004. The loss of any one of
these customers or significantly reduced sales to these customers could have a
material adverse impact on results of operations. For further information, see
our Annual Report on Form 10-K for Fiscal 2003.
Outlook
For the second quarter of Fiscal 2004, we anticipate net sales in the
approximate range of $70 to $75 million and net income in the approximate range
of $5.2 to $6.5 million, or $0.17 to $0.21 per diluted share, before non-cash
variable stock option expense or income.
Net income or loss computed in accordance with accounting principles generally
accepted in the United States requires the inclusion of non-cash variable stock
option expense or income which is dependant on the market price of the Company's
common stock at the end of the applicable period. Because non-cash variable
stock option expense or income is tied to the market price of the stock rather
than the Company's operating performance, the Company uses net income or loss
before non-cash variable stock option expense or income to monitor its operating
performance. The Company believes that the presentation of net income or loss
before non-cash variable stock option expense or income provides useful
information to investors regarding the Company's results of operations and
financial condition. In addition, when giving guidance, the Company estimates
net income and earnings per share before non-cash variable stock option expense
or income because it is not possible to forecast future stock prices and
therefore, the Company can not predict the effect, either favorable or
unfavorable, on its results of operations and financial condition due to the
impact of non-cash variable stock option expense or income.
18
Growth Opportunities
We are evaluating various growth opportunities that could require significant
funding commitments. We have from time to time held, and will continue to hold,
discussions and negotiations with (i) companies that represent potential
acquisition or investment opportunities, (ii) potential strategic and financial
investors who have expressed an interest in making an investment in or acquiring
us, (iii) potential joint venture partners looking toward formation of strategic
alliances that would broaden our product base or enable us to enter new lines of
business and (iv) potential new and existing DMS customers where the design,
development and production of new products, including certain new technologies,
would enable us to expand our existing business, and enter new markets including
new ventures focusing on wireless connectivity and other new communication
technologies. However, there can be no assurance that any definitive agreement
will be reached regarding any of the foregoing, nor does management believe that
such agreements are necessary for the successful implementation of our strategic
plans.
Forward-Looking Statements
The statements contained in this report that are not historical facts are
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995), which can be identified by the use of
forward-looking terminology such as: "estimates," "projects," "anticipates,"
"expects," "intends," "believes," "plans," or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in such forward-looking statements as a result
of certain factors. For a discussion of some of the factors that could cause
actual results to differ, see the discussion under "Risk Factors" contained in
the Company's most recent Annual Report filed with the SEC on Form 10-K for
Fiscal 2003 and subsequently filed reports. Management wishes to caution the
reader that these forward-looking statements, such as statements regarding the
development of the Company's business, the Company's anticipated revenues or
capital expenditures, projected profits and other statements contained in this
report regarding matters that are not historical facts, are only estimates or
predictions. No assurance can be given that future results will be achieved.
Actual events or results may differ materially as a result of risks facing the
Company or actual results differing from the assumptions underlying such
statements. In particular, anticipated revenues could be adversely affected by
production difficulties or economic conditions negatively affecting the market
for the Company's products. Obtaining the results expected from the introduction
of the Company's new products will require timely completion of development,
successful ramp-up of full-scale production on a timely basis and customer and
consumer acceptance of those products. In addition, the Company's DMS agreements
require an ability to meet high quality and performance standards, to
successfully implement production at greatly increased volumes and to sustain
production at greatly increased volumes, as to all of which there can be no
assurance. There also can be no assurance that products under development will
be successfully developed or that once developed such products will be
commercially successful. Any forward-looking statements contained in this report
represent the Company's estimates only as of the date of this report, or as of
such earlier dates as are indicated herein, and should not be relied upon as
representing its estimates as of any subsequent date. While the Company may
elect to update forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so, even if its estimates change.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our global operating and financial activities, we are exposed to
changes in interest rates and foreign currency exchange rates that may adversely
affect our results of operations and financial position. In seeking to minimize
the risks and/or costs associated with such activities, we manage exposure to
changes in interest rates and foreign currency exchange rates through our
regular operating and financing activities.
At September 27, 2003, our exposure to changes in interest rates was minimal,
since we had no long-term or short-term debt outstanding. Since we have no debt
outstanding, we do not deem interest rate risk to be significant or material to
our financial position or results of operations. We do not presently use
derivative instruments to adjust our interest rate risk profile. We do not
utilize financial instruments for trading or speculative purposes, nor do we
utilize leveraged financial instruments.
Although the U.S. Dollar is the functional currency for each of the Company's
subsidiaries, certain net sales to customers and purchases of certain components
and services are transacted in local currency, thereby creating an exposure to
fluctuations in foreign currency exchange rates. The impact of foreign exchange
transactions is reflected in our statements of operations. As of September 27,
2003, we were not engaged in any hedging activities and we had no forward
exchange contracts outstanding. We continue to analyze the benefits and costs
associated with hedging against foreign currency fluctuations.
19
Item 4. CONTROLS AND PROCEDURES
CEO and CFO Certifications. The certifications of the CEO and the CFO required
by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended
(the "Certifications") are filed as exhibits to this report. This section of the
report contains the information concerning the evaluation of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) ("Disclosure Controls") and changes to internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
("Internal Controls") referred to in the Certifications and this information
should be read in conjunction with the Certifications for a more complete
understanding of the topics presented.
Limitations on the Effectiveness of Controls. The Company's management,
including the principal executive officer and principal financial officer, does
not expect that the Company's Disclosure Controls or Internal Controls will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the limitations in any and
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have
been detected. Further, the design of any control system is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
Evaluation of Disclosure Controls. Based on our management's evaluation (with
the participation of our principal executive officer and principal financial
officer), as of the end of the period covered by this report, our principal
executive officer and principal financial officer have concluded that our
Disclosure Controls are designed to provide reasonable assurance of achieving
their objectives and, at the "reasonable assurance" level, are effective to
ensure that information required to be disclosed by us in reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms.
Changes in Internal Controls. There was no change in our Internal Controls
during First Quarter Fiscal 2004 that has materially affected, or is reasonably
likely to materially affect, our Internal Controls.
20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 8 - Litigation and Settlements, in the Notes to Condensed Consolidated
Financial Statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No. Description Method of Filing
--- ----------- ----------------
3.1 Certificate of Incorporation, as amended through May Incorporated by reference to the Company's annual
9, 2000 report on Form 10-K for the year ended July 1, 2000.
3.2 Restated By-Laws, as amended through December 4, 2002 Incorporated by reference to the Company's quarterly
report on Form 10-Q for the quarter
ended December 28, 2002.
10.1 Amendment No. 2 dated as of October 20, 2003 to Filed herewith.
Deferral Agreement, dated as of June 2, 2000
between Concord Camera Corp. and Keith L. Lampert
10.2 Amendment No. 1 dated as of October 30, 2003 to Filed herewith.
Concord Camera Deferred Delivery Plan
18.1 Letter re Change in Accounting Principles Filed herewith.
31.1 Certification of Chief Executive Officer Filed herewith.
pursuant to Rule 13a-14(a)/15d-14(a)
31.2 Certification of Chief Financial Officer Filed herewith.
pursuant to Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer Filed herewith.
pursuant to 18 U.S.C.ss.1350
32.2 Certification of Chief Financial Officer Filed herewith.
pursuant to 18 U.S.C.ss.1350
(b) Reports on Form 8-K
On August 14, 2003, the Company reported under Item 12, Results of Operations
and Financial Condition, on Form 8-K information regarding a press release
announcing the Company's financial results for the fourth quarter and fiscal
year ended June 28, 2003, and furnished a copy of the press release dated August
14, 2003 as an exhibit to the foregoing report.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONCORD CAMERA CORP.
------------------------------------
(Registrant)
DATE: November 12, 2003 By: /s/ Richard M. Finkbeiner
---------------------------------
(Signature)
Richard M. Finkbeiner
Senior Vice President
and Chief Financial Officer
DULY AUTHORIZED AND PRINCIPAL
FINANCIAL OFFICER
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