-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QHoBfL3XF6P0kYSEeSk78vpfenAcQ2PHV05ZPi5lxAK83bnN5OneDLafGHcUzLZJ shho8FQmDr068Bzot/6x/A== 0000912057-95-008610.txt : 19951017 0000912057-95-008610.hdr.sgml : 19951017 ACCESSION NUMBER: 0000912057-95-008610 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19951016 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINKS MANUFACTURING CO CENTRAL INDEX KEY: 0000012180 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 360808480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01416 FILM NUMBER: 95580726 BUSINESS ADDRESS: STREET 1: 9201 W BELMONT AVE CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 7086713000 MAIL ADDRESS: STREET 1: 9201 WEST BELMONT AVENUE CITY: FRANKLIN PARK STATE: IL ZIP: 60131 10-Q 1 10Q 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 l934 For the quarterly period ended August 31, 1995 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 1-1416 BINKS MANUFACTURING COMPANY ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-0808480 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9201 WEST BELMONT AVENUE, FRANKLIN PARK, ILLINOIS 60131 ------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code 708-671-3000 Indicate by check mark whether the registrant (l) 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 ---- ---- The number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: CLASS OUTSTANDING AUGUST 31, 1995 ------------------------- --------------------------- Common, par value $1.00 3,088,837 PART I - FINANCIAL INFORMATION SUMMARIZED FINANCIAL STATEMENTS Company or group of companies for which report is filed: Binks Manufacturing Company and Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS AUGUST 31, 1995 (UNAUDITED) AND NOVEMBER 30, 1994
AUG 31 NOV 30 1995 1994 ------- ------- ($000 omitted) ASSETS Current assets: Cash and cash equivalents $ 6,556 8,564 Receivables, net 77,884 68,214 Inventories 82,793 74,911 Other current assets 3,392 4,308 ------- ------- Total current assets 170,625 155,997 Investments and other assets 8,758 7,204 Goodwill 2,716 2,779 Property, plant and equipment, at cost 62,512 59,164 Less accumulated depreciation (34,151) (31,780) ------- ------- Net property, plant and equipment 28,361 27,384 ------- ------- TOTAL ASSETS $210,460 193,364 ------- -------
-1- PART l - FINANCIAL INFORMATION SUMMARIZED FINANCIAL STATEMENTS (Continued) Company or group of companies for which report is filed: Binks Manufacturing Company and Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS AUGUST 31, 1995 (UNAUDITED) AND NOVEMBER 30, 1994
AUG 31 NOV 30 1995 1994 -------- ------- ($000 omitted) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable, bank overdrafts and current maturities of long-term debt $ 4,433 6,424 Accounts payable 45,880 35,286 Other current liabilities 15,515 15,048 ------- -------- Total current liabilities 65,828 56,758 Deferred compensation 8,628 7,833 Deferred income taxes 445 431 Long-term debt, less current maturities 41,941 38,114 ------- -------- Total liabilities 116,842 103,136 ------- -------- Stockholder's equity: Capital stock, $1.00 par value. Authorized 12,000,000 shares: issued 3,088,837 shares 3,089 3,089 Additional paid-in capital 24,505 24,505 Retained earnings 65,972 63,909 Foreign currency translation adjustment 52 ( 1,275) ------- -------- Total stockholders' equity 93,618 90,228 ------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $210,460 193,364 ------- --------
-2- Binks Manufacturing Company and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS NINE MONTHS ENDED AUGUST 31, 1995 AND AUGUST 31, 1994 (Unaudited)
FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED ------------------- -------------------- AUG 31 AUG 31 AUG 31 AUG 31 1995 1994 1995 1994 ------- ------- ------- ------- ($000 omitted) ($000 omitted) Net Sales $67,871 55,543 191,239 168,130 Cost of goods sold 45,191 35,166 126,236 111,066 ------ ------ ------- ------- Gross profit 22,680 20,377 65,003 57,064 Selling, general and administrative expenses 19,809 18,394 56,459 51,245 ------ ------ ------- ------- Operating income 2,871 1,983 8,544 5,819 Other expenses (income): Interest expense 1,034 685 3,014 1,973 Contribution to employee's profit sharing funds 8 4 22 44 Other expense (income), net ( 36) ( 99) ( 200) ( 1,057) ------ ------ ------ ------- 1,006 590 2,836 960 Earnings before income taxes and equity in earnings (loss) of unconsolidated subsidiaries 1,865 1,393 5,708 4,859 Income taxes 845 748 2,410 2,307 ----- ------ ------ ------ Earnings before equity in earnings (loss) of unconsolidated subsidiaries 1,020 645 3,298 2,552 Equity in earnings (loss) of unconsolidated subsidiaries - - - - Net earnings $ 1,020 645 3,298 2,552 ------- ------ ------ ------ ------- ------ ------ ------ Net earnings per share $ .33 .21 1.07 .83 ------- ------ ------ ------ ------- ------ ------ ------ Cash dividend declared per share $ .10 - .40 .20 ------- ------ ------ ------ ------- ------ ------ ------
-3- Binks Manufacturing Company and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED AUGUST 31, 1995 AND AUGUST 31, 1994 (Unaudited)
1995 1994 -------- -------- ($000 omitted) Cash flows from operating activities: Net earnings $ 3,298 2,552 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 2,775 2,513 Equity in (earnings) loss of unconsolidated subsidiaries - - Deferred compensation, net of payments 690 322 Deferred income taxes ( 6) 31 Other, net ( 258) ( 833) Cash provided by (used in) changes in: Receivables ( 7,404) ( 2,505) Inventories ( 7,112) ( 6,477) Other current assets 584 858 Accounts payable 8,376 1,647 Accrued employees' profit-sharing contributions ( 264) ( 344) Accrued expenses 1,479 ( 223) Income taxes 582 ( 1,008) ------- ------- Net cash provided by (used in) operating activities 2,740 ( 3,467) ------- ------- Cash flows from investing activities: Purchase of property, plant and equipment ( 4,741) ( 2,076) Proceeds from sale of equipment 1,954 1,143 Purchase of other investments and assets ( 2,014) ( 546) ------- ------- Net cash provided by (used in) investing activities ( 4,801) ( 1,479) ------- ------- Cash flows from financing activities: Proceeds from long-term borrowings 4,141 19,388 Dividends paid ( 1,235) ( 618) Net increase (decrease) in commercial paper, notes payable and bank overdrafts ( 1,869) ( 378) Principal payments on long-term debt ( 1,194) (15,875) ------- ------- Net cash provided by (used in) financing activities ( 157) 2,517 ------- ------- Effect of exchange rate changes on cash 210 498 ------- ------- Net increase (decrease) in cash and cash equivalents ( 2,008) ( 1,931) Cash and cash equivalents at beginning of period 8,564 10,164 ------- ------- Cash and cash equivalents at end of period $ 6,556 8,233 ------- ------- ------- -------
-4- Binks Manufacturing Company and Consolidated Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1995 (UNAUDITED) AND NOVEMBER 30, 1994 NOTE 1 The accompanying financial statements are unaudited, but in the opinion of management include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position for the applicable period. Results of operations for any interim period are not necessarily indicative of results for any other period or for the full year. These interim financial statements should be read in conjunction with the financial statements and related notes contained in the Annual Report on Form l0-K for the year ended November 30, 1994. NOTE 2 On June 30, 1995, the Court of Appeals for the Federal Circuit, in GRACO, IN. V. BINKS MANUFACTURING COMPANY, vacated a judgment of infringement and an award of $2.75 million against the company regarding certain pumps sold prior to June 1993. The United States District Court for the Southern District of Texas previously found that the Company had "willfully" infringed a patent and awarded Graco treble damages, attorney fees and costs. The Federal Circuit reversed the district court's finding that Binks "willfully" infringed Graco's patent and the resulting enhancement of damages and award of attorneys' fees. The Federal Circuit remanded the case for findings on the issues of whether the patent was valid and infringed. Graco asserts that on remand it will seek damages and interest of approximately $750,000. The Company believes that there are meritorious defenses to these claims and thus no provision for any liability has been made in the financial statements. NOTE 3 In the first quarter of 1995, the Company sold two buildings in the United States. The pretax gains on these sales amounted to $251,000 and are included in other income in the consolidated statement of earnings. The after tax gains on these sales were $122,000. NOTE 4 In the second quarter of 1994, the Company sold a parcel of undeveloped land adjacent to one of its facilities that was not being utilized. The pretax gain on this sale amounted to $960,000 and is included in other income in the consolidated statement of earnings. The after tax gain on this sale was $575,000. -5- Binks Manufacturing Company and Consolidated Subsidiaries MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Revenue generated from operations constitutes the primary source of the Company's liquidity. Short-term funds are also provided for current operations through bank loans and the issuance of bankers acceptances. The Company maintains substantial lines of credit for general corporate purposes and to provide support for the issuance of bankers acceptances. The unused lines of credit were approximately $28,400,000 at August 31, 1995. The Company's cash balances decreased $2,008,000 during the nine months ended August 31, 1995. The net decrease was the result of $2,740,000 provided by operations due to higher sales volumes, $4,801,000 used for investing activities principally for purchases of property, plant and equipment which was offset by sales of real estate more fully described in note 3, $157,000 used in financing activities mainly for the payment of dividends and a $210,000 increase based on the changes in foreign exchanges rates during the period. On November 30, 1993 the Company agreed to issue $15,000,000 of 7.14% senior notes with a final maturity in 2008. Funding of the notes took place on December 6, 1993 and the proceeds were used to repay a portion of the debt outstanding under one of the Company's lines of credit. The Company will repay the principal in 11 annual installments beginning in 1998. A dividend was paid August 2, 1995 at the rate of $.10 per share to stockholders of record on July 17, 1995. RESULTS OF OPERATIONS Net sales increased 14% or $23,109,000 to a total of $191,239,000 for the nine months ended August 31, 1995, as compared with $168,130,000 for the same period in 1994. In the third quarter ended August 31, 1995, sales increased 22% to $67,861,000 as compared to $55,543,000 in the third quarter of 1994. Higher sales in the United States, Canada and France were chiefly responsible for the increase. Gross profit increased 14% to a total of $65,003,000 for the nine months ended August 31, 1995 as compared to the first nine months in 1994 mainly because of higher sales. The gross profit percentage was 34% in both 1995 and 1994. The gross profit percentage varies depending on the amount of larger contracts that generally have lower margins. Selling, general and administrative expenses increased $5,214,000 or 10% as compared to the first nine months in 1994 mainly to support the increase in sales. As a percentage of net sales, these expenses were 30% in both 1995 and 1994. Interest expense increased $1,041,000 when compared to the same period in 1994 because of sharply higher domestic interest rates. -6- Binks Manufacturing Company and Consolidated Subsidiaries MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Other income decreased $857,000 in the first nine months ended August 31, 1995 when compared to the corresponding period in 1994. This decrease was primarily the result of the sale of an unused parcel of land by the Company in the second quarter of 1994. The 1994 pretax gain on the sale of the land amounted to $960,000, or $575,000 after tax. The percentage of income taxes to pretax earnings was 42% in 1995 as compared with 47% in 1994. The change relates to the geographic mix of profitability. Net income for the nine months ended August 31, 1995 totalled $3,298,000, an increase of 29% over the $2,552,000 earned in the corresponding period of 1994. The increase is the result of all of the factors described above. -7- PART II - OTHER INFORMATION Items 1 thru 5 Not applicable Item 6 (a) None (B) None Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The enclosed financial statements include all adjustments, including normal and recurring adjustments, which are necessary to a fair presentation of the results of operations for the periods presented. Binks Manufacturing Company ----------------------------- /s/ Jeffrey W. Lemajeur ----------------------------- Jeffrey W. Lemajeur, Treasurer /s/ Burke B. Roche ----------------------------- Burke B. Roche, President Date October 13, 1995 -------------------- -8- EX-27 2 EXHIBIT 27
5 1,000 9-MOS NOV-30-1995 DEC-01-1994 AUG-31-1995 6,556 0 77,884 0 82,793 170,625 62,512 34,151 210,460 65,828 41,941 3,089 0 0 90,529 210,460 191,239 191,239 126,236 126,236 0 0 3,014 5,708 2,410 3,298 0 0 0 3,298 1.07 1.07
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