-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aQAMI1P0KsbyCTQvfSe1nZev/eNWiwQ+YCRMHBNPCfyCvuGRuyNreTa/xaoQf7do +qovD6pAiVFlQzWWZmB+BA== 0000024491-95-000006.txt : 19950512 0000024491-95-000006.hdr.sgml : 19950512 ACCESSION NUMBER: 0000024491-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950501 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER TIRE & RUBBER CO CENTRAL INDEX KEY: 0000024491 STANDARD INDUSTRIAL CLASSIFICATION: 3011 IRS NUMBER: 344297750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04329 FILM NUMBER: 95533288 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Commission File No. 1-4329 COOPER TIRE & RUBBER COMPANY (Exact name of registrant as specified in its charter) DELAWARE 34-4297750 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Lima and Western Avenues, Findlay, Ohio 45840 (Address of principal executive offices) (Zip code) (419) 423-1321 (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, and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Number of shares of common stock of registrant outstanding at April 21, 1995: 83,641,872 1 Part I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS COOPER TIRE & RUBBER COMPANY BALANCE SHEETS (Dollar amounts in thousands; per-share amounts in dollars)
March 31, December 31, 1995 1994 (UNAUDITED) (AUDITED) ----------- ------------ ASSETS Current assets: Cash, including short-term investments of $103,700 ($83,000 in 1994) $ 110,633 $ 103,285 Accounts receivable, less allowances of $3,801 ($3,600 in 1994) 228,505 221,237 Inventories at lower of cost (last-in, first-out) or market: Finished goods 81,084 69,098 Work in process 11,376 10,341 Raw materials and supplies 29,926 37,084 ---------- ---------- 122,386 116,523 Prepaid expenses and deferred taxes 12,795 13,666 ---------- ---------- Total current assets 474,319 454,711 Property, plant and equipment - net 563,651 549,601 Other assets 34,825 35,419 ---------- ---------- $ 1,072,795 $ 1,039,731 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 85,296 $ 83,864 Accrued liabilities 52,203 56,583 Income taxes 16,509 6,049 Current portion of debt 5,034 5,112 ---------- ---------- Total current liabilities 159,042 151,608 Long-term debt 33,494 33,614 Postretirement benefits other than pensions 128,687 127,347 Other long-term liabilities 35,253 35,348 Deferred income taxes 31,956 29,737 Stockholders' equity: Preferred stock, $1 par value; 5,000,000 shares authorized; none issued - - Common stock, $1 par value; 300,000,000 shares authorized; 83,641,872 shares outstanding (83,634,072 in 1994) 83,642 83,634 Capital in excess of par value 1,736 1,656 Retained earnings 598,985 576,787 ---------- ---------- Total stockholders' equity 684,363 662,077 ---------- ---------- $ 1,072,795 $ 1,039,731 ========== ========== See accompanying notes.
2 COOPER TIRE & RUBBER COMPANY STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (UNAUDITED) (Dollar amounts in thousands; per-share amounts in dollars)
1995 1994 ---- ---- Revenues: Net sales $365,353 $329,132 Other income 1,513 215 ------- ------- 366,866 329,347 Costs and expenses: Cost of products sold 303,931 267,644 Selling, general and administrative 18,238 18,245 Interest and debt expense 570 722 ------- ------- 322,739 286,611 Income before income taxes 44,127 42,736 Provision for income taxes 16,910 16,230 ------- ------- Net income $ 27,217 $ 26,506 ======= ======= Net income per share $.33 $.32 ==== ==== Weighted average number of shares outstanding 83,638 83,610 ====== ====== Dividends per share $.06 $.055 ==== ===== See accompanying notes.
3 COOPER TIRE & RUBBER COMPANY STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (UNAUDITED) (Dollar amounts in thousands; per-share amounts in dollars)
1995 1994 ---- ---- Operating activities: Net income $ 27,217 $ 26,506 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,804 13,794 Deferred taxes 2,047 2,588 Postretirement benefits other than pensions 1,514 2,253 Increase in accounts receivable (7,268) (42,983) Decrease (increase) in inventories and prepaid expenses (4,992) 2,946 Increase (decrease) in accounts payable and accrued liabilities (2,948) 4,010 Increase in other long- term liabilities and other 10,827 7,696 ------- ------- Net cash provided by operating activities 42,201 16,810 Investing activities: Additions to property, plant and equipment (29,892) (20,970) Other 168 24 ------- ------- Net cash used in investing activities (29,724) (20,946) Financing activities: Payments on debt (198) (182) Issuance of common stock 88 344 Dividends paid (5,019) (4,599) ------- ------- Net cash used in financing activities (5,129) (4,437) ------- ------- Increase (decrease) in cash and short-term investments 7,348 (8,573) Cash and short-term investments at beginning of year 103,285 25,799 ------- ------- Cash and short-term investments at end of period $110,633 $ 17,226 ======= ======= Cash payments for interest $ 1,600 $ 1,759 ======= ====== Cash payments for income taxes $ 4,404 $ 6,509 ======= ======= See accompanying notes.
4 COOPER TIRE & RUBBER COMPANY NOTES TO FINANCIAL STATEMENTS 1. The financial statements at March 31, 1995 and for the three-month periods ended March 31, 1995 and 1994 are unaudited and include all adjustments, consisting only of normal recurring accruals, which the Company considers necessary for a fair presentation of financial position and operating results. The condensed unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X and, therefore, do not contain all information and footnotes normally contained in annual financial statements; accordingly, they should be read in conjunction with the Financial Statements and notes thereto appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1994. 2. The results of operations for the three-month period ended March 31, 1995 are not necessarily indicative of those to be expected for the full year. REVIEW BY INDEPENDENT AUDITORS The condensed financial statements included in this filing on Form 10-Q have been reviewed by the Company's independent auditors, Ernst & Young LLP, and their report thereon is attached hereto as Part I - Exhibit 1. All adjustments or additional disclosures proposed by the Company's independent auditors have been reflected in the data presented. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Net sales for the first quarter of 1995 increased 11.0% when compared to the first quarter of 1994. Sales of both tires and engineered rubber products were higher than for the three month period one year ago. Other income was higher as compared to the 1994 period due to increased investments of cash reserves. Cost of products sold, as a percent of net sales, was higher in the first quarter of 1995 as compared to the first quarter of 1994 primarily due to increased raw material costs which were partially offset by favorable operating levels and some price increases. Selling, general and administrative expenses were unchanged from first quarter 1994. Interest and debt expense was lower than for the first quarter of 1994, reflecting lower debt balances and slightly higher amounts of capitalized interest. Income before income taxes increased 3.3% from the quarter one year ago. The impact of the sales increase was partially offset by higher raw material costs. The financial position of the Company at March 31, 1995 continues to be excellent. Working capital of $315.3 million is up $12.2 million since year end and up $90.1 million from March 31, 1994. The current ratio of 3.0 is unchanged from December 31, 1994 and compares favorably with a current ratio of 2.6 at March 31, 1994. Inventories are up $5.9 million from year-end, with finished goods up $12.0 million and raw material inventories down $7.2 million. 6 PART II. OTHER INFORMATION Item 6(a). Exhibits. (15) Letter regarding unaudited interim financial information (27) Financial Data Schedule Item 6(b). Reports on Form 8-K. No Form 8-K has been filed. 7 INDEX TO EXHIBITS DESCRIPTION Part I. Exhibit 1. Independent Accountants' Review Report. Part II. Item 6(a). (15) Letter from Ernst & Young LLP, independent accountants, dated May 1, 1995 regarding unaudited interim financial information. (27) Financial Data Schedule 8 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. COOPER TIRE & RUBBER COMPANY /S/ J. Alec Reinhardt --------------------- J. Alec Reinhardt Executive Vice President and Chief Financial Officer (Principal Financial Officer) /S/ J. A. Faisant ----------------- J. A. Faisant Vice President and Corporate Controller (Principal Accounting Officer) May 1, 1995 ----------- (Date) 9 Part I Exhibit 1 INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors Cooper Tire & Rubber Company We have reviewed the accompanying balance sheet of Cooper Tire & Rubber Company as of March 31, 1995, and the related statements of income and cash flows for the three-month periods ended March 31, 1995 and 1994. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Cooper Tire & Rubber Company as of December 31, 1994, and the related statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated February 14, 1995, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 1994, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /S/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Toledo, Ohio April 12, 1995 10 Part II Exhibit (15) May 1, 1995 Securities and Exchange Commission Washington, D.C. 20549 We are aware of the incorporation by reference in the registration statements (Form S-3 No. 33-44159 and Form S-8 Nos. 2-58577, 2-77400, 33-5483, 33-35071, 33-47979, 33-47980, 33-47981, 33-47982, 33-52499 and 33-52505) of Cooper Tire & Rubber Company for the registration of its common stock of our report dated April 12, 1995, relating to the unaudited interim financial statements of Cooper Tire & Rubber Company which are included in its Form 10-Q for the quarter ended March 31, 1995. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. Very truly yours, /S/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Toledo, Ohio 11 EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-31-1995 6,933 103,700 232,306 3,801 122,386 474,319 910,432 346,781 1,072,795 159,402 0 83,642 0 0 600,721 1,072,795 365,353 366,866 303,931 303,931 0 0 570 44,127 16,910 27,217 0 0 0 27,217 .33 .33
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