UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 June 30, 2005
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 000-25277
PACIFIC MAGTRON INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0353141
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 California Circle, Milpitas, California 95035
(Address of Principal Executive Offices)
(408) 956-8888
(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 [_] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [_] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date. At August 12, 2005, the number of shares of
common stock outstanding was 10,485,062.
Part I. - Condensed Financial Information
Item 1. - Condensed consolidated statement of net assets
(liabilities) in liquidation as of July 1, 2005
(Unaudited) 1
Condensed consolidated statement of changes in net assets
(liabilities) in liquidation as of July 1, 2005 (Unaudited) 2
Condensed consolidated balance sheet as of December 31,
2004 (GOING CONCERN BASIS) 3
Condensed consolidated statements of operations for
the three months and six months ended June 30, 2005
and 2004 (Unaudited - GOING CONCERN BASIS) 4
Condensed consolidated statement of shareholders' Equity
(deficiency) for the six months ended June 30, 2005
(Unaudited - GOING CONCERN BASIS) 5
Condensed consolidated statements of cash flows for
the six months ended June 30, 2005 and 2004
(Unaudited - GOING CONCERN BASIS) 6
Notes to condensed consolidated financial statements
(Unaudited) 7
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. - Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. - Controls and Procedures 14
Part II - Other Information
Item 1. - Legal Proceedings 15
Item 6. - Exhibits 15
Signature 16
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS (LIABILITIES) IN LIQUIDATION
(UNAUDITED - LIQUIDATION BASIS)
JULY 1,
2005
---------------
ASSETS
Cash and cash equivalents $ 658,100
Restricted cash 207,200
Pre Petition unsecured accounts receivable, net
of allowance for doubtful accounts of $242,900 200,000
Pre Petition accounts receivable from
unsecured creditors/customers 617,800
Post Petition accounts receivable secured by
Micro Technology Concepts, Inc. 122,400
Post Petition unsecured accounts receivable 29,200
Inventories 30,000
Income tax refund receivable 73,500
Prepaid expenses 1,800
Equipment 2,100
Land and Building 3,600,000
---------------
Total assets $ 5,542,100
===============
LIABILITIES
Pre Petition unsecured accounts payable $ 2,435,700
Pre Petition secured note payable to Wells Fargo Bank 2,355,200
Pre Petition secured note payable to U.S. Small
Business Administration (SBA) 752,200
Pre Petition secured loan payable to Textron
Financial Corporation 250,100
Pre Petition secured payable to Micro Technology
Concepts, Inc. 679,800
Post Petition accounts payable and accrued expenses 25,900
Post Petition secured accounts payable to Micro
Technology Concepts, Inc. 228,700
Estimated costs to be incurred during liquidation
Period 177,800
---------------
Total liabilities 6,905,400
---------------
NET LIABILITIES IN LIQUIDATION ($ 1,363,300)
===============
See accompanying notes to condensed consolidated financial statements
1
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (LIABILITIES)
IN LIQUIDATION (UNAUDITED - LIQUIDATION BASIS)
Shareholders' deficiency, June 30, 2005 ($ 1,043,600)
Liquidation basis adjustments:
Adjust assets and liabilities to fair value 141,900
Accrued estimated costs of liquidation (177,800)
---------------
NET LIABILITIES IN LIQUIDATION, July 1, 2005 ($ 1,363,300)
===============
See accompanying notes to consolidated financial statements.
2
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(GOING CONCERN BASIS)
December 31,
2004
---------------
ASSETS
Current Assets:
Cash and cash equivalents $ 543,800
Restricted cash 255,000
Accounts receivable, net of allowance for
doubtful accounts of $310,700 3,661,100
Inventories 2,488,900
Prepaid expenses and other current assets 146,800
Assets from discontinued operations 435,900
---------------
Total Current Assets 7,531,500
Property and equipment, net 3,906,700
Restricted cash 250,000
Other assets 16,200
Assets from discontinued operations 36,300
---------------
$ 11,740,700
===============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable $ 5,569,700
Floor plan inventory loans 2,243,100
Accrued expenses and other liabilities 133,800
Notes payable 71,900
Contingent settlement of Common Stock Warrants 2,300
Liabilities from discontinued operations 52,900
---------------
Total Current Liabilities 8,073,700
---------------
Notes Payable, less current portion 3,031,500
---------------
Shareholders' Equity:
4% Series A Convertible Preferred Stock;
600 shares designated, issued and outstanding
(liquidation value of $400,000) 234,100
Common stock, $0.001 par value; 25,000,000
shares authorized; 10,485,062 shares issued
and outstanding 10,500
Additional paid-in capital 2,036,400
Accumulated deficit (1,645,500)
---------------
Total Shareholders' Equity 635,500
---------------
$ 11,740,700
===============
See accompanying notes to condensed consolidated financial statements
3
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - GOING CONCERN BASIS)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
Sales $ 613,800 $ 15,895,900 $ 9,983,500 $ 36,196,600
Cost of sales 604,800 15,211,900 9,596,100 34,485,300
--------------- --------------- --------------- ---------------
Gross profit 9,000 684,000 387,400 1,711,300
Selling, general and
administrative expenses 590,800 1,124,900 1,685,600 2,404,300
--------------- --------------- --------------- ---------------
Loss from continuing operations
before other income (expense) (581,800) (440,900) (1,298,200) (693,000)
--------------- --------------- --------------- ---------------
Other income (expense):
Interest expense (72,800) (42,400) (124,200) (82,800)
Change in fair value of
warrants issued 1,200 12,100 2,300 43,400
Loss on asset impairment (600) -- (113,000) --
Other expense, net (33,600) (8,300) (6,000) (14,700)
--------------- --------------- --------------- ---------------
Total other expense (105,800) (38,600) (240,900) (54,100)
--------------- --------------- --------------- ---------------
Loss from continuing operations (687,600) (479,500) (1,539,100) (747,100)
--------------- --------------- --------------- ---------------
Discontinued operations:
Income (loss) from discontinued
operations of:
Pacific Magtron (GA),Inc 14,900 (69,600) (140,000) (111,600)
Accretion of discount and deemed
dividend related to beneficial
conversion of Series A
Convertible Preferred Stock (4,000) (6,500) (8,100) (12,900)
Accretion of redemption value of
Series A Convertible Preferred
Stock -- (3,300) -- (6,500)
--------------- --------------- --------------- ---------------
Net Loss applicable to
common shareholders $ (676,700) $ (558,900) $ (1,687,200) $ (878,100)
=============== =============== =============== ===============
Basic and diluted loss per share:
Loss from continuing operations $ (0.06) $ (0.04) $ (0.16) $ (0.07)
Loss from discontinued
operations (0.00) (0.01) (0.01) (0.01)
--------------- --------------- --------------- ---------------
Net loss applicable to common
shareholders $ (0.06) $ (0.05) $ (0.17) $ (0.08)
=============== =============== =============== ===============
Shares used in basic and diluted
per share calculation 10,485,100 10,485,100 10,485,100 10,485,100
=============== =============== =============== ===============
See accompanying notes to consolidated financial statements.
4
PACIFIC MAGTRON INTERNATIONAL CORP. AND Subsidiaries
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)
(Unaudited - GOING CONCERN BASIS)
Retained
Preferred Stock Common Stock Additional Earnings
------------------ ------------------- Paid-in (Accumulated
Shares Amount Shares Amount Capital Deficit) Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31,
2004 600 $ 234,100 10,485,062 $ 10,500 $ 2,036,400 $(1,645,500) $ 635,500
Preferred stock accretion -- 8,100 -- -- -- (8,100) --
Loss from operations -- -- -- -- -- (1,539,100) (1,539,100)
Loss from discontinued
Operations -- -- -- -- -- (140,000) (140,000)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30,
2005 600 $ 242,200 10,485,062 $ 10,500 $ 2,036,400 $(3,332,700) ($1,043,600)
=========== =========== =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
5
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - GOING CONCERN BASIS)
SIX MONTHS ENDED JUNE 30,
2005 2004
--------------- ---------------
(Unaudited) (Unaudited)
CASH FLOWS (USED IN) PROVIDED BY
OPERATING ACTIVITIES:
Net loss $ (1,687,200) $ (878,100)
Less: Accretion of dividend related to Series
A Convertible Preferred Stock 8,100 12,900
Accretion of redemption value of Series
A Convertible Preferred Stock -- 6,500
Loss from discontinued operation 140,000 111,600
--------------- ---------------
Net loss from continuing operations (1,539,100) (747,100)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 85,000 195,700
Loss on asset impairment 112,400 --
Provision for doubtful accounts (79,000) 22,000
Gain on sale of property and equipment (1,900) --
Change in fair value of warrants (2,300) (43,400)
Changes in operating assets and
liabilities:
Accounts receivable 2,947,900 402,000
Other receivables -- 183,600
Inventories 2,458,900 44,500
Prepaid expenses and other
assets 59,500 (10,200)
Accounts payable (2,488,000) 521,800
Accrued expenses and other liabilities (47,000) 46,800
--------------- ---------------
NET CASH PROVIDED BY CONTINUING OPERATIONS 1,506,400 615,700
NET CASH PROVIDED BY (USED IN) DISCONTINUED
OPERATIONS 148,600 (18,600)
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,655,000 597,100
--------------- ---------------
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 2,000 --
--------------- ---------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,000 --
--------------- ---------------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net decrease in floor plan inventory loans (1,993,000) (477,700)
Decrease in restricted cash 297,800 79,800
Principal payments on notes payable (32,400) (32,400)
--------------- ---------------
NET CASH USED IN FINANCING ACTIVITIES (1,727,600) (430,300)
--------------- ---------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (70,600) 166,800
CASH AND CASH EQUIVALENTS FROM CONTINUING
OPERATIONS:
Beginning of period 543,800 1,247,500
--------------- ---------------
End of period 473,200 $ 1,414,300
===============
CASH AND CASH EQUIVALENTS FROM DISCONTINUED
OPERATIONS 184,900
---------------
TOTAL CASH AND CASH EQUIVALENTS $ 658,100
===============
See accompanying notes to condensed consolidated financial statements
6
PACIFIC MAGTRON INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. VOLUNTARY REORGANIZATION/LIQUIDATION UNDER CHAPTER 11
The consolidated financial statements of Pacific Magtron International Corp.
(the "Company" or "PMIC") include its subsidiaries, Pacific Magtron, Inc.
("PMI"), Pacific Magtron (GA) Inc. ("PMIGA") and LiveWarehouse, Inc. ("LW"). PMI
and PMIGA's principal activity consisted of the importation and wholesale
distribution of electronics products, computer components, and computer
peripheral equipment throughout the United States. LW distributes certain
computer and electronics products and sells consumer computer products on the
internet. PMIGA ceased its operation as of April 30, 2005.
Bankruptcy Proceedings
----------------------
On May 11, 2005 (the "Petition Date"), PMIC, PMI, PMIGA and LW filed voluntary
petitions to reorganize their businesses under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of Nevada, (the "Bankruptcy Court"). The Bankruptcy Court is jointly
administering these cases as "In re: Pacific Magtron International Corporation,
Inc., et al., Case No.BK-S-05-14325 LBR."
Upon the filing of the petition in May 2005, the Company intended to form a
joint venture with General Procurement, Inc. ("GPI") to continue the business
operations. On May 16, 2005, the Court approved the Interim Management Agreement
with GPI. Subsequent to the hearings on May 16, 2005, Micro Technology Concepts,
Inc. ("MTC"), a major secured creditor of the Company, objected to the GPI deal
and negotiated a similar joint venture agreement with the Company to replace the
one entered into with GPI. The joint venture agreement included an interim
management agreement whereby the joint venture partner, MTC, would take over
management of the Company's sales and provide the Company with inventory on a
secured basis while the Company sought approval of the joint venture as part of
a plan of reorganization. On June 15, the Court approved the agreement with MTC.
Under this agreement, MTC began supplying inventory to PMI which generated
immediate sales totaling approximately $225,000. PMI management expected these
sales to continue growing with MTC's support, and to provide momentum for the
planned JV with MTC which was intended to be launched upon Court approval of the
reorganization plan. On June 23, 2005, MTC informed the Company that it would
not continue to perform under the Interim Management Agreement and would not
agree to allow the Company to use MTC's cash collateral for any business purpose
except for liquidating the remaining assets of the Company. The Company has been
forced to cease business activities except those necessary to liquidate its
remaining assets. On July 18, 2005, the Company filed the "Disclosure Statement
to Accompany Debtors' Joint Liquidating Plan of Reorganization" detailing the
liquidation plan and hearings were set for August 31, 2005. On August 1, 2005
PMI filed a lawsuit against MTC and several individuals, including two former
employees of PMI. The complaint includes charges of breach of contract, among
other things, and seeks damages as restitution.
Financial Statement Presentation
---------------------------------
Effective July 1, 2005, the Company adopted the liquidation basis of accounting,
whereby assets are valued at their estimated net realizable values and
liabilities are valued at their estimated settlement amounts. The Company has
provided an estimated liquidation basis statement of net assets (liabilities) in
its Form 10-Q for the quarterly period ended June 30, 2005. The valuation of
assets and liabilities requires estimates and assumptions by management and
there are substantial uncertainties in carrying out the liquidation plan. The
amount and timing of future liquidating distribution to creditors and
shareholders, if any, will depend upon a variety of factors including, but not
limited to, the actual proceeds from the sale of the Company's assets, and the
actual costs incurred in connection with carrying out the liquidation plan,
including administrative costs during the liquidation period, and the timing of
the liquidation. These estimates may vary significantly from the final amounts.
7
Prior to July 1, 2005, the Company had prepared its consolidated financial
statements on a going-concern basis, which assumes continuity of operations,
realization of assets and satisfaction of liabilities in the ordinary course of
business. PMIGA ceased its operation as of April 30, 2005. The activities,
assets and liabilities of PMIGA were reclassified for reporting purposes as
discontinued operations for all periods prior to June 30, 2005 shown in the
accompanying condensed consolidated financial statements. The accompanying
condensed consolidated financial statements and notes to these statements should
be read in conjunction with the consolidated financial statements and related
notes contained in the Company's annual report on Form 10-K for the year ended
December 31, 2004. The interim financial information contained herein is
unaudited; however, in management's opinion, all adjustments necessary for fair
presentation of such financial information have been included.
2. RESTRICTED CASH
The Company's wholly owned subsidiary, PMI, obtained financing of $3,498,000
from Wells Fargo Bank for the purchase of its office and warehouse facility. Of
the amount financed, $2,500,000 was in the form of a 10-year bank loan utilizing
a 30-year amortization period. This loan bears interest at the bank's 90-day
LIBOR rate (3.25% as of June 30, 2005) plus 2.5%, and is secured by a deed of
trust on the property. The balance of the financing was obtained through a
$998,000 Small Business Administration ("SBA") loan due in monthly installments
through April 2017. The SBA loan bears interest at 7.569%, and is secured by the
underlying property. The Company had violated certain financial covenant ratios
in the loan agreement with Wells Fargo Bank of December 31, 2004 and was
required to deposit $250,000 in a restricted cash account for debt services. As
of June 30, 2005, $207,200 remained in the restricted cash account.
3. ACCOUNTS RECEIVABLE
The amounts of accounts receivable as of June 30, 2005 are estimated at their
fair collectible values. During June 2005, the Company purchased inventories
from MTC under the Interim Management Agreement. The Company also granted MTC
the security interest of its receivables generated from sales of the products
purchased from MTC after the Petition Date. As of June 30, 2005, receivables of
$122,400 were secured by MTC.
The Company purchased products from certain vendors who were also customers of
the Company. Due to the Company's non-payment of the due payable invoices, these
customers/vendors are holding their payments on our invoices. The amount of
receivables that were unpaid by these customers/vendors was $617,800 as of the
Petition Date and June 30, 2005.
See Note 10 for motion filed by the Company to abandon the Pre Petition accounts
receivable.
8
4. INCOME TAX REFUND RECEIVABLE
As of June 30, 2005, the Company anticipated a federal income tax refund
resulted in carrying back the tax losses in 2002 to 1998.
5. LAND AND BUILDING
The net realizable value of the Company's facility in Milpitas, California is
estimated to be $3,600,000 as of June 30, 2005 after deducting the normal
transaction costs. The Company has not obtained a recent appraisal of the
facility. The ultimate net proceeds from the sale of this facility could be
materially different from the estimated value.
6. ESTIMATED COSTS TO BE INCURRED DURING LIQUIDATION PERIOD
The Company estimated the cost to be incurred to complete the liquidation of its
assets. The actual costs incurred are also dependent of the length of time to
liquidate the assets and might be materially different from the estimated
amount.
7. SECURED CREDITORS OF PRE-PETITION DEBTS
The secured creditors of the Company' Pre-Petition debts are as follows:
Textron Financial Corporation ("Textron") - Textron is fully secured by the
Company's accounts receivable, inventories, cash and other assets. As of June
30, 2005, the outstanding balance due to Textron was $250,100. The Company
agreed and the Court approved that Textron be paid $100,000 per month beginning
June 2005 until the outstanding balance is fully paid. The Company remitted
$100,000 on June 27, 2005 and $100,000 on July 18, 2005 to Textron. See Note 10
for settlement with Textron in August 2005.
Wells Fargo Bank ("Wells Fargo") - Wells Fargo holds a first mortgage on the
Company's land and building and funds in the Restricted Cash Account. The
Company agreed and the Court approved that funds in the Restricted Account will
be used to make the normal mortgage payments (currently $2,740 per month plus
interest at 2.5% plus LIBOR, or a total of 5.75% at June 30, 2005). As of June
30, 2005, the outstanding amount due to Wells Fargo was $2,355,200.
Micro Technology Concept, Inc. ("MTC") - The Company's cash, accounts
receivable, inventories and equipment are secured by MTC but subordinated to the
security interest of Textron. As of June 30, 2005, the outstanding amount due to
MTC for the payables before the Petition Date was $679,800.
U.S. Small Business Administration ("SBA") - SBA holds a second mortgage
interest on the Company's land and building. Payments of $8,591 are due monthly.
The unpaid balance at June 30, 2005 was $752,200.
8. FACILITY LEASE AND ASSIGNMENT OF CONTRACT
The Company had a contract with MarketPoint ("MP") whereby the Company provides
warehouse and distribution services to MP. In July 2005, the Court has approved
the assignment of MP contract from the Company to Encompass Group Affiliates,
Inc. ("Encompass"), a wholly-owned subsidiary of Advanced Communications
Technologies, Inc. which is a majority shareholder of the Company. The Court
also approved the month-to-month lease of approximately 8,000 square feet of the
Company's building to Encompass at $8,000 per month beginning July 2005.
9
9. TRANSACTIONS WITH FORMER STOCKHOLDERS/EXECUTIVES
In December 2004, two stockholders/executives (the "Stockholders") holding a
collective majority interest in the Company entered into a Stock Purchase
Agreement with Advanced Communications Technologies, Inc., a Florida corporation
("ACT"), pursuant to which ACT agreed to purchase from the Stockholders, and the
Stockholders agreed to sell to ACT, an aggregate of 6,454,300 shares of the
common stock of the Company (the "PMIC Shares") for the aggregate purchase price
of $500,000. On December 30, 2004, the Stockholders and ACT closed on the sale
of the PMIC Shares (the "Closing"). In connection with the sale, the
Stockholders entered into employment agreements with the Company and ACT. The
Employment Agreements, dated December 30, 2004, provided for a cash bonus of
$225,000 each to be paid within 30 days of the Closing and other bonus and
earn-out provisions payable in cash or in shares of common stock of ACT. Under
the earn-out provisions, the Stockholders could have earned the right to receive
in aggregate up to 99,999,999 shares of ACT's common stock. The Employment
Agreements further provided that in the event the Company terminates the
Employment Agreements without cause upon 30 days prior written notice, the
Stockholders were entitled to 6 months severance pay.
On May 10, 2005, the Company terminated the Employment Agreements for "cause"
pursuant to the terms of the Employment Agreements. No part of the bonuses has
been paid. On May 11, 2005, ACT filed a complaint in the United States District
Court for the Southern District of New York against the former officers and
principal shareholders of PMIC, for the recovery of damages and costs for
securities fraud, breach of contract and other counts in connection with the
Stock Purchase Agreement.
10. SUBSEQUENT EVENTS
On July 18, 2005, the Company remitted $100,000 to Textron. On August 2, 2005,
the Company settled with Textron for $202,559 for the principal and interest
owed to Textron and legal costs incurred. Beginning August 2, 2005, Textron
begins to charge an additional interest of $41 per day until payment is made.
The Court has approved the settlement agreement. On August 9, 2005, the Company
paid $202,887 to Textron for the settlement.
On July 11, 2005, PMI filed a motion to abandon and transfer the Pre Petition
receivables and inventories to MTC. On August 2, 2005, the Court has approved
the motion subject to the completion of the settlement with Textron described
above.
On July 26, 2005, the Company filed a motion with the Court (a) to employ a
special litigation counsel for handling the legal dispute arising under or
related to the interim management agreement between the Company and MTC, and (b)
to authorize the Company to obtain a $30,000 loan from ACT, a majority
shareholder of PMIC. The proceeds of the loan from ACT will be used as payment
to retain the special counsel for the MTC litigation. The loan would bear
interest at prime rate and be secured by the third deed of trust of the
Company's real property. The principal would be repaid in 9 months or upon the
sale of the Company's real property.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING INFORMATION
Certain matters in this Form 10-Q, including, without limitation, certain
matters discussed under Part I -- Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are typically identified by the words "believes,"
"expects," "anticipates," "intends," "estimates," "will," "continue," "seeks"
and similar expressions. In addition, any statements that refer to expectations
or other characterizations of future events or circumstances are forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of performance and that matters referred to in such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Pacific Magtron International Corp. and each of its subsidiaries to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, risks and uncertainties discussed throughout Part I - Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations. Pacific Magtron International Corp. undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
OVERVIEW
As used herein and unless otherwise indicated, the terms "Company," "we," and
"our" refer to Pacific Magtron International Corp. and each of its subsidiaries.
On May 11, 2005 (the "Petition Date"), PMIC, PMI, PMIGA and LW filed voluntary
petitions to reorganize their businesses under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of Nevada, (the "Bankruptcy Court"). The Bankruptcy Court is jointly
administering these cases as "In re: Pacific Magtron International Corporation,
Inc., et al., Case No.BK-S-05-14325 LBR."
Upon the filing of the petition in May 2005, the Company intended to form a
joint venture with General Procurement, Inc. ("GPI") to continue the business
operations. On May 16, 2005, the Court approved the Interim Management Agreement
with GPI. Subsequent to the hearings on May 16, 2005, Micro Technology Concepts,
Inc. ("MTC"), a major secured creditor of the Company, objected to the GPI deal
and negotiated a similar joint venture agreement with the Company to replace the
one entered into with GPI. The joint venture agreement included an interim
management agreement whereby the joint venture partner, MTC, would take over
management of the Company's sales and provide the Company with inventory on a
secured basis while the Company sought approval of the joint venture as part of
a plan of reorganization. On June 15, the Court approved the agreement with MTC.
Under this agreement, MTC began supplying inventory to PMI which generated
immediate sales totaling approximately $225,000. PMI management expected these
sales to continue growing with MTC's support, and to provide momentum for the
planned JV with MTC which was intended to be launched upon Court approval of the
reorganization plan. On June 23, 2005, MTC informed the Company that it would
not continue to perform under the Interim Management Agreement and would not
agree to allow the Company to use MTC's cash collateral for any business purpose
except for liquidating the remaining assets of the Company. The Company has been
forced to cease business activities except those necessary to liquidate its
remaining assets. On July 18, 2005, the Company filed the "Disclosure Statement
to Accompany Debtors' Joint Liquidating Plan of Reorganization" detailing the
liquidation plan and hearings were set for August 31, 2005. On August 1, 2005
PMI filed a lawsuit against MTC and several individuals, including two former
employees of PMI. The complaint includes charges of breach of contract, among
other things, and seeks damages as restitution.
FINANCIAL STATEMENT PRESENTATION
Effective July 1, 2005, the Company adopted the liquidation basis of accounting,
whereby assets are valued at their estimated net realizable values and
liabilities are valued at their estimated settlement amounts. The Company has
provided an estimated liquidation basis statement of net assets (liabilities) in
its Form 10-Q for the quarterly period ended June 30, 2005. The valuation of
assets and liabilities requires estimates and assumptions by management and
there are substantial uncertainties in carrying out the liquidation plan. The
amount and timing of future liquidating distribution to creditors and
shareholders, if any, will depend upon a variety of factors including, but not
limited to, the actual proceeds from the sale of the Company's assets, the
actual costs incurred in connection with carrying out the liquidation plan,
including administrative costs during the liquidation period, and the timing of
the liquidation. These estimates may vary significantly from the final amounts.
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Prior to July 1, 2005, the Company prepared its consolidated financial
statements on the going-concern basis of accounting, which assumes continuity of
operations, realization of assets and satisfaction of liabilities in the
ordinary course of business.
LINES OF BUSINESS
We provided solutions to customers in several segments of the computer industry.
Our business was organized into two divisions: PMI and LW. PMI, a subsidiary,
provided for the wholesale distribution of computer multimedia and storage
peripheral products and provided value-added packaged solutions to a wide range
of resellers, vendors, OEMs and systems integrators. LW, a subsidiary, provided
consumers a convenient way to purchase computer products via the internet. LW
also distributed certain computer related products to resellers. As of April 30,
2005, PMIGA, a subsidiary, ceased its operations. PMIGA distributed PMI's
products in the southeastern United States market. The activities of PMIGA for
all periods had been reclassified for reporting purposes as discontinued
operations.
RESULTS OF OPERATIONS
The Company relied on credit terms from its suppliers to fund inventory
purchases. Vendors had progressively imposed more restrictive credit terms, such
that, beginning in March 2005, the Company had been unable to fund purchases.
Since then, the Company's business was limited to selling existing inventory
with no ability to obtain credit to replenish or purchase other items our
customers might need. The Company did not have the ability to fund the inventory
purchases caused by the elimination of terms by vendors. The number of staff
decreased from 58 employees on December 31, 2004 to 44 employees on March 31,
2005, to 24 employees on April 30, 2005 and to 5 on July 31, 2005.
Our consolidated sales were $613,800 for the quarter ended June 30, 2005 as
compared to $15,895,900 for the quarter ended June 30, 2005. We also had a
consolidated net loss of $676,700 for the three months ended June 30, 2005 as
compared to $558,900 for the same period in 2004. We closed our operations in
PMIGA as of April 30, 2005 and reported a loss of $140,000 for the six months
ended June 30, 2005 as discontinued operations for reporting purposes.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2005, we had cash and cash equivalents of $658,100 and we also
had $207,200 in a restricted account for the debt service for the Wells Fargo
Bank mortgage loan.
During June 2005, the Company purchased inventories from MTC under the Interim
Management Agreement. The Company also granted MTC the security interest of its
receivables generated from sales of the products purchased from MTC after the
Petition Date. As of June 30, 2005, receivables of $122,400 were secured by MTC.
The amount due MTC for purchasing the inventories after the Petition Date was
$228,700 as of June 30, 2005.
Prior to the Petition Date, the Company purchased products from certain vendors
who were also customers of the Company. Due to the Company's non-payment of
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their due payable invoices, these customers/vendors are holding their payments
on our invoices. The amount of receivables that were unpaid by these
customers/vendors was $617,800 as of the Petition Date and June 30, 2005.
The secured creditors of the Company' Pre Petition debts are as follows:
Textron Financial Corporation ("Textron") - Textron is fully secured by the
Company's accounts receivable, inventories, cash and other assets. As of June
30, 2005, the outstanding balance due to Textron was $250,100. The Company
agreed and the Court approved that Textron be paid $100,000 per month beginning
June 2005 until the outstanding balance is fully paid. The Company remitted
$100,000 on June 27, 2005 and $100,000 on July 18, 2005 to Textron. On August 2,
2005, the Company settled with Textron for $202,559 for the principal and
interest owed to Textron and legal costs incurred. Beginning August 2, 2005,
Textron begins to charge an additional interest of $41 per day until payment is
made. The Court has approved the settlement agreement. On August 9, 2005, the
Company paid $202,887 to Textron for the settlement.
Wells Fargo Bank ("Wells Fargo") - Wells Fargo holds a first mortgage on the
Company's land and building and funds in the Restricted Cash Account. The
Company agreed and the Court approved that funds in the Restricted Account will
be used to make the normal mortgage payments (currently $2,740 per month plus
interest at 2.5% plus LIBOR, or a total of 5.75% at June 30, 2005). As of June
30, 2005, the outstanding amount due to Wells Fargo was $2,355,200.
Micro Technology Concept, Inc. ("MTC") - The Company's cash, accounts
receivable, inventories and equipment are secured by MTC but subordinated to the
security interest of Textron. As of June 30, 2005, the outstanding amount due to
MTC for the payables before the Petition Date was $679,800.
U.S. Small Business Administration ("SBA") - SBA holds a second mortgage
interest on the Company's land and building. Payments of $8,591 are due monthly.
The unpaid balance at June 30, 2005 was $752,200.
On July 11, 2005, PMI filed a motion to abandon and transfer the Pre Petition
receivables and inventories to MTC. On August 2, 2005, the Court has approved
the motion subject to the completion of the settlement with Textron described
above.
On July 26, 2005, the Company filed a motion with the Court (a) to employ a
special litigation counsel for handling the legal dispute arising under or
related to the interim management agreement between the Company and MTC, and (b)
to authorize the Company to obtain a $30,000 loan from Advanced Communications
Technologies, Inc. ("ACT"), a majority shareholder of PMIC. The proceeds of the
loan from ACT will be used as payment to retain the special counsel for the MTC
litigation. The loan would bear interest at prime rate and be secured by the
third deed of trust of the Company's real property. The principal would be
repaid in 9 months or upon the sale of the Company's real property. The date of
the hearing on this motion has not been set.
OFF-BALANCE ARRANGEMENT
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The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenue or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors, and the Company does not have any non-consolidated special purpose
entities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates primarily to
one of our bank loans with a $2,355,200 balance at June 30, 2005, which bears
fluctuating interest based on the bank's 90-day LIBOR rate. We believe that
fluctuations in interest rates in the near term will not materially affect our
financial conditions. We are not exposed to material risk based on exchange rate
fluctuation or commodity price fluctuation.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the
participation of our principal executive officer and principal financial
officer, has evaluated the effectiveness of the design and effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this quarterly report. Based on this evaluation, our principal
executive officer and principal financial officer concluded, as of the end of
such period, that these disclosure controls and procedures are effective and
designed to ensure that the information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the requisite time periods.
(b) Changes in Internal Controls Over Financial Reporting.
There were changes in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) identified in connection with the evaluation of our internal control
performed during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting. Beginning on the Petition Date, the Company began to use another
accounting software application to process its accounting data. Accordingly,
certain internal control procedures have been redesigned.
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PART II
ITEM 1. - LEGAL PROCEEDINGS
On May 11, 2005 (the "Petition Date"), PMIC, PMI and 3 direct and indirect
wholly-owned subsidiaries filed voluntary petitions to reorganize their
businesses under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Nevada (the "Bankruptcy
Court"). The Bankruptcy Court is jointly administering these cases as "In re:
Pacific Magtron International Corporation, Inc., et al., Case No. BK-S-05-14325
LBR."
On August 1, 2005 PMI filed a lawsuit against MTC and several individuals,
including two former employees of PMI. The complaint includes charges of breach
of contract, among other things, and seeks damages as restitution.
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES.
Our inventory financing facility with Textron, our mortgage loan with Wells
Fargo Bank and our Small Business Administration Loan are in default. All of our
loan agreements contain provisions that the filing of a voluntary petition in
bankruptcy is a default under the loans. However, under bankruptcy law, those
provisions are unenforceable. See "Part I - Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" for more information about the outstanding amounts due under
our loans with Wells Fargo Bank and the Small Business Administration and our
settlement with Textron.
ITEM 6. - EXHIBITS
(a) Exhibits Description Reference*
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
3.3 Amended and Restated Certificate of Designation
of Preferences, Rights and Limitations of Series A
Redeemable Convertible Preferred Stock (2)
31.1 Certificate of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 **
31.2 Certificate of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 **
32.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 **
(1) Incorporated by reference to the Company's registration statement on Form
10SB-12G filed January 20, 1999.
(2) Incorporated by reference to the Company's Current Report on Form 8-K filed
on January 5, 2005.
* In the case of incorporation by reference to documents filed by the Registrant
under the Securities Exchange Act of 1934, as amended, the Registrant's file
number under the Exchange Act is 000-25277.
** Filed herewith.
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SIGNATURES
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.
PACIFIC MAGTRON INTERNATIONAL
CORP.,
a Nevada corporationDate:
August 16, 2005
By /s/ Martin Nielson
--------------------------------
Martin Nielson
President and Chief Executive
Officer
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