-----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, UDoT4cPexWpm7IhdVuVI9np4rDBEy5wqHq/THxmHp9otmjUrf/+0D5fQM1ti9TTv GRSUUKwmO+PwVUqvIeYnKg== 0000276747-97-000003.txt : 19970222 0000276747-97-000003.hdr.sgml : 19970222 ACCESSION NUMBER: 0000276747-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON NUGENT INC CENTRAL INDEX KEY: 0000276747 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 350957603 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09010 FILM NUMBER: 97527302 BUSINESS ADDRESS: STREET 1: 800 E EIGHTH ST STREET 2: PO BOX 1208 CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 BUSINESS PHONE: 8129450211 MAIL ADDRESS: STREET 1: PO BOX 1208 STREET 2: 800 E EIGHTH ST CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 10-Q 1 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 DECEMBER 31, 1996 ----------------------------- 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 0-9010 --------------------------------------------------- ROBINSON NUGENT, INC. (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------- INDIANA 35-0957603 - -------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 East Eighth Street, New Albany, Indiana 47151-1208 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 945-0211 -------------------- 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: As of January 31, 1997, the registrant had outstanding 4,891,765 common shares without par value. The Index to Exhibits is located at page 13 in the sequential numbering system. Total pages: 14. ROBINSON NUGENT, INC. AND SUBSIDIARIES INDEX Page No. PART I. Financial Information: Item 1. Financial Statements (Unaudited) Consolidated condensed balance sheets at December 31, 1996, December 31, 1995 and June 30, 1996 ...........3 Consolidated condensed statements of income for the three and six months ended December 31, 1996 and December 31, 1995...5 Consolidated condensed statements of cash flows for the six months ended December 31, 1996 and December 31,1995........6 Notes to consolidated condensed financial statements...........7 Item 2. Management's discussion and analysis of financial condition and results of operations ...........8 PART II. Other Information ..........11 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
December 31 June 30 ------------------ ------- ASSETS 1996 1995 1996 ------- ------- ------- Current assets: Cash and cash equivalents $ 2,323 $ 2,622 $ 2,368 Accounts receivable, net 11,051 10,712 10,433 Inventories: Raw materials 1,739 2,143 1,899 Work in process 6,299 6,780 7,021 Finished goods 4,078 3,118 4,526 ------- ------- ------- Total inventories 12,116 12,041 13,446 Other current assets 1,873 1,815 1,532 ------- ------- ------- Total current assets 27,363 27,190 27,779 ------- ------- ------- Property, plant & equipment, net 22,658 25,434 23,618 Other assets 60 948 69 ------- ------- ------- Total assets $50,081 $53,572 $51,466 ======= ======= =======
See accompanying notes to consolidated condensed financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
December 31 June 30 ----------------- ------- LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995 1996 ------- ------- ------- Current liabilities: Current installments of long-term debt $ 420 $ 660 $ 713 Short-term bank borrowings 6,400 2,059 6,400 Accounts payable 4,062 4,785 5,692 Accrued expenses 4,644 3,957 4,557 Income taxes 817 371 89 ------- ------- ------- Total current liabilities 16,343 11,832 17,451 ------- ------- ------- Long-term debt, excluding current installments 2,598 3,693 3,036 Deferred income taxes 1,003 1,061 1,011 ------- ------- ------- Total liabilities 19,944 16,586 21,498 ------- ------- ------- Shareholders' equity: Common shares without par value Authorized shares: 15,000,000; Issued shares: 6,851,250 20,950 20,950 20,950 Retained earnings 19,768 22,750 19,521 Equity adjustment from foreign currency translation 2,628 3,487 2,847 Employee stock purchase plan loans and deferred compensation (213) (577) (354) Less treasury shares: 1,959,485 shares at December 31, 1996 and June 30, 1996, and 1,459,642 shares at December 31, 1995 (12,996) (9,624) (12,996) ------- ------- ------- Total shareholders' equity 30,137 36,986 29,968 ------- ------- ------- Total liabilities and shareholders' equity $50,081 $53,572 $51,466 ======= ======= =======
See accompanying notes to consolidated condensed financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Six Months Ended December 31 December 31 ---------------- ---------------- 1996 1995 1996 1995 ------- ------- ------- ------- Net sales $20,100 $20,047 $41,223 $40,547 Cost of sales 15,852 15,775 32,248 31,014 ------- ------- ------- ------- Gross profit 4,248 4,272 8,975 9,533 Selling, general and administrative expenses 3,925 4,013 7,678 7,786 ------- ------- ------- ------- Operating income 323 259 1,297 1,747 ------- ------- ------- ------- Other income (expense): Interest income 12 31 42 58 Interest expense (187) (109) (374) (233) Royalty income 20 30 50 60 Currency gain (loss) 156 (49) 175 (101) Other expense -- (63) -- (122) ------- ------- ------- ------- 1 (160) (107) (338) ------- ------- ------- ------- Income before income taxes 324 99 1,190 1,409 Income taxes 186 155 650 665 ------- ------- ------- ------- Net income (loss) $ 138 $ (56) $ 540 $ 744 ======= ======= ======= ======= Net income (loss) per common share $ .03 $ (.01) $ .11 $ .14 ======= ======= ======= ======= Dividends per common share $ .03 $ .03 $ .06 $ .06 ======= ======= ======= ======= Weighted average number of common shares outstanding and common share equivalents 4,905 5,438 4,907 5,443 ======= ======= ======= =======
See accompanying notes to consolidated condensed financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Six Months Ended December 31 ------------------ 1996 1995 ------- ------- Cash flows from operating activities: Net income $ 540 $ 744 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,623 2,507 Losses from disposition of capital assets 66 167 (Increase) decrease in receivables (618) 1,497 (Increase) decrease in inventories 1,330 (763) (Increase) decrease in other current assets (166) 332 Decrease in accounts payable and accrued expenses (1,543) (1,845) Increase in income taxes 545 206 ------- ------- Net cash provided by operating activities 2,777 2,845 ------- ------- Cash flows from investing activities: Capital expenditures (1,875) (3,558) Decrease in other assets 9 57 ------- ------- Net cash used in investing activities (1,866) (3,501) ------- ------- Cash flows from financing activities: Proceeds from short-term bank borrowings -- 1,730 Repayments of short-term bank borrowings -- (203) Proceeds from long-term debt -- 193 Repayments of long-term debt (588) (498) Cash dividends paid (293) (322) Repayments of employee stock purchase plan loans 98 126 Stock options exercised -- 3 ------- ------- Net cash provided by (used in) financing activities (783) 1,029 ------- ------- Effect of exchange rate changes on cash (173) (211) ------- ------- Increase (decrease) in cash and cash equivalents (45) 162 Cash and cash equivalents at beginning of period 2,368 2,460 ------- ------- Cash and cash equivalents at end of period $ 2,323 $ 2,622 ======= =======
See accompanying notes to consolidated condensed financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 31, 1996 AND 1995, AND JUNE 30, 1996 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary (all of which are normal and recurring) to present fairly the financial position of the Company and its subsidiaries, results of operations, and cash flows in conformity with generally accepted accounting principles. 2. Earnings per common share are based upon the weighted average number of shares outstanding during each period, plus common share equivalents resulting from dilutive stock options. 3. The income tax expense for the quarter and the six months ended December 31, 1996 were provided using the appropriate effective tax rates for each of the tax jurisdictions in which the Company operates. A provision for income tax expense has been accrued for profits generated in the United States, Switzerland and Netherlands, but no tax benefit has been recognized on the pretax losses incurred in Singapore, Malaysia and Japan. The income tax expense for profits generated in Scotland were offset by the partial reversal of a valuation allowance for tax benefits of prior period net operating losses. At such time as management is able to project the probable utilization of all or part of this net operating loss carryforward provision, the valuation allowance for this deferred tax asset will be reversed. 4. Reference is directed to the Company's consolidated financial statements (Form 10-K), including references to the Annual Report, for the year ended June 30, 1996 and management's discussion and analysis included in Part I, Item 2 in this report. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis contains both historical and forward looking information. The forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements may be significantly impacted by certain risks and uncertainties described herein, and in the Company's annual report on Form 10-K for the year ended June 30, 1996. MATERIAL CHANGES IN RESULTS OF OPERATIONS ========================================= Net sales for the quarter ended December 31, 1996 were $20,100,000, compared to sales of $20,047,000 in the same period a year ago. The sales in the quarter reflect an increase in sales in Europe, partially offset by lower customer sales in the United States. Customer sales in Europe advanced by 12 percent or $605,000 due primarily to higher sales of "Smart Card" and PCMCIA connectors. Customer sales in the United States decreased 4% compared to prior year, due primarily to lower sales of high density sockets. Net sales for the six months ended December 31, 1996 were $41,223,000, up 2 percent over sales of $40,547,000 for the same period a year ago. Customer sales were higher in Europe and Asia, partially offset by slightly lower customer sales in the United States. Customer sales in the United States decreased slightly compared to the prior year due primarily to the assignment of Asian customer sales to our Asia Pacific division. European sales increased 5% due to higher domestic sales, partially offset by lower exports to Asia. Higher sales in Asia were due primarily to a shift in customer sales from the United States and Europe to Asia.
Comparative sales by geographic territory for the respective periods follows: Three Months Ended Six Months Ended ($000 omitted) December 31 December 31 ----------------- ---------------- 1996 1995 1996 1995 -------- ------- ------- ------- United States: Domestic $12,699 $13,087 $26,087 $26,028 Export: Europe 19 5 31 37 Asia 50 239 184 984 Rest of world 379 334 1,148 557 ------- ------- ------- ------- Total export sales 448 578 1,363 1,578 ------- ------- ------- ------- Total sales to customers 13,147 13,665 27,450 27,606 Intercompany 1,948 1,694 4,007 3,146 ------- ------- ------- ------- Total United States 15,095 15,359 31,457 30,752 ------- ------- ------- ------- Europe: Domestic 5,593 4,704 10,582 9,467 Export to Asia 35 319 422 1,028 ------- ------- ------- ------- Total sales to customers 5,628 5,023 11,004 10,495 Intercompany 867 845 1,848 1,733 ------- ------- ------- ------- Total Europe 6,495 5,868 12,852 12,228 ------- ------- ------- ------- Asia: Domestic 1,325 1,359 2,674 2,446 Export to Europe -- -- 95 -- ------- ------- ------- ------- Total sales to customers 1,325 1,359 2,769 2,446 Intercompany 975 831 1,619 1,582 ------- ------- ------- ------- Total Asia 2,300 2,190 4,388 4,028 ------- ------- ------- ------- Eliminations (3,790) (3,370) (7,474) (6,461) ------- ------- ------- ------- Consolidated $20,100 $20,047 $41,223 $40,547 ======= ======= ======= =======
Incoming customer orders for the quarter ended December 31, 1996 were $20.3 million, compared to orders of $21.6 million in the same quarter a year ago. Customer orders for the six months ended December 31,1996 were $41.3 million compared to $41.0 million in the prior year, an increase of $0.3 million or .05 percent. The Company ended the quarter with a backlog of unshipped orders of $16.0 million compared to $15.8 million a year ago. Gross profits in the quarter ended December 31, 1996 amounted to $4,248,000 or 21.1 percent of net sales, compared to $4,272,000 or 21.3 percent of net sales in the prior year. Gross profits are net of engineering charges associated with new product development which amounted to $762,000 or 3.8 percent of net sales in the current quarter compared to $866,000 or 4.3 percent of net sales in the prior year. The gross profits in the quarter reflect continued competitive price pressures, partially offset by lower manufacturing costs and higher gross profits from recently developed products. Gross profits for the six months ended December 31, 1996 amounted to $8,975,000 or 21.8 percent of net sales, compared to $9,533,000 or 23.5 percent of net sales in the prior year. Engineering expenses for the six months ended December 31, 1996 amounted to $1,535,000 or 3.7 percent of net sales compared to $1,675,000 or 4.1 percent of net sales in the prior year. Selling, general and administrative expenses of $3,925,000 for the three months ended December 31, 1996 decreased by $88,000 or 2 percent compared to expenses of $4,013,000 in the prior year. Lower expenses in Europe were partially offset by higher administrative expenses in the United States and Asia. The lower expenses in Europe reflect actions taken in prior periods to reduce operating expenses in this region. Expenses of $7,678,000 for the six months ended December 31, 1996 decreased by $108,000 or 1.4 percent compared to expenses of $7,786,000 in the prior year. This primarily reflected lower commissions, advertising and travel expenses. Other income and expense for the three months ended December 31, 1996 reflected a net income of $1,000 compared to a net expense of $160,000 for the comparable three month period in the prior year. This reflected higher interest expenses, offset by royalty income and a currency gain in the quarter. Interest expense increased to $187,000 compared to $109,000 in the prior year due to higher short term bank borrowings. Currency gains totaled $156,000 compared to losses of $49,000 in the prior year. Other income and expense for the six months ended December 31, 1996 reflected an expense of $107,000 compared to $338,000 for the comparable six month period in the prior year. Interest expense increased to $374,000 compared to $233,000 in the prior year period due to an increased borrowing level. Other expense in the prior year includes $122,000 of expenses related to the terminated Isocon L.C. joint venture. The provision for income taxes was provided using the appropriate effective tax rates for each of the tax jurisdictions in which the Company operates. A provision for income tax expense has been accrued for profits generated in the United States, Switzerland and Netherlands, but no tax benefit has been recognized on the pretax losses incurred in Singapore, Malaysia and Japan. The income tax expense for profits generated in Scotland were offset by the partial reversal of a valuation allowance for tax benefits of prior period net operating losses. At such time as management is able to project the probable utilization of all or part of this net operating loss carryforward provision, the valuation allowance for this deferred tax asset will be reversed. The net income in the quarter ended December 31, 1996 amounted to $138,000 or 3 cents per share, compared to a net loss of $56,000 or 1 cent per share, a year ago. The net income for the six months ended December 31, 1996 amounted to $540,000 or 11 cents per share compared to $744,000 or 14 cents per share a year ago. Year-to-date net income in the United States of $947,000 and Europe of $145,000 were partially offset by net losses of $552,000 in Asia. MATERIAL CHANGES IN FINANCIAL CONDITION - --------------------------------------- Net working capital at December 31, 1996 amounted to $11.0 million compared to $15.4 million at December 31, 1995 and $10.3 million at June 30, 1996. The current ratio was 1.7 to 1 compared to 2.3 to 1 in the prior year. The decrease in net working capital, compared to the prior year, primarily reflects the use of funds to finance a $3.4 million common share repurchase program (completed in the fourth quarter of 1996) and higher capital expenditures. The Company's funding requirements were primarily provided by increased short-term borrowings. Short-term bank borrowing increased $4,341,000 compared to the prior year, but remained unchanged compared to June 30, 1996. Cash and cash equivalent balances decreased by $45,000 at December 31, 1996 compared to June 30, 1996. There were no significant changes in long-term debt in the quarter ended December 31, 1996. Long-term debt due after one year represented $2.6 million, or 9 percent of shareholders' equity at the quarter end, compared to $3.7 million or 10 percent of shareholders' equity at the prior year's quarter end. The Company believes working capital and capital expenditure requirements can be met from operations, cash balances, and available lines of credit. PART II. OTHER INFORMATION Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Robinson Nugent, Inc. was held on November 7, 1996 for the following purposes: 1. Election of two (2) directors to hold office for three (3) years from meeting date as follows: Vote --------------------------------- Shares: For Withheld No Vote --- -------- ------- Larry W. Burke 4,321,049 148,843 -- James W. Robinson 4,321,165 147,727 -- The following directors shall continue their term of office as a director from November 7, 1996: Jerrol Z. Miles - 1 year Samuel C. Robinson - 1 year Richard W. Strain - 1 year Richard L. Mattox - 2 years Diane T. Maynard - 2 years Patrick C. Duffy - 2 years 2. Ratification of the selection of Coopers & Lybrand L.L.P. as certified public accountants for the Company for the fiscal year ending June 30, 1997. Vote -------------------------------------- For Against Abstain No Vote --- ------- ------- ------- Shares: 4,440,924 23,740 4,228 Item 5. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits. (b) No reports on Form 8-K were filed during the quarter ended December 31, 1996. 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. ROBINSON NUGENT, INC. -------------------------------------- (Registrant) Date ----------------------- -------------------------------------- Larry W. Burke President and Chief Executive Officer Date ----------------------- -------------------------------------- Robert L. Knabel Vice President, Treasurer and Chief Financial Officer FORM 10-Q INDEX TO EXHIBITS Number of Sequential Item Numbering Assigned in System Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - -------------- ---------------------------- ----------- (2) Not applicable. (4) 4.1 Specimen certificate for Common Shares, without par value. (Incorporated by reference to Exhibit 4 to Form S-1 Registration Statement No. 2-62521.) 4.2 Rights Agreement dated April 21, 1988 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit I to Form 8-A Registration Statement dated May 2, 1988.) 4.3 Amendment No. 1 to Rights Agreement dated September 26, 1991 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit 4.3 to Form 10-K Report for year ended June 30, 1991.) 4.4 Amendment No. 2 to Rights Agreement dated June 11, 1992. (Incorporated by reference to Exhibit 4.4 to Form 8-K Current Report dated July 6, 1992.) (10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to Form 10-K Report for year ended June 30, 1983.) 10.2 Robinson Nugent, Inc. 1983 Non Tax- Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 10-K Report for year ended June 30, 1983.) 10.3 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Larry W. Burke, President and Chief Executive Officer, and related agreement dated May 10, 1990 between Robinson Nugent, Inc. and PNC Bank, Kentucky, Inc. (formerly Citizens Fidelity Bank and Trust Company of Louisville, Kentucky) as trustee. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1990.) 10.4 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal year ended June 30, 1997. (Incorporated by reference to Exhibit 10.7 to Form 10-K Report for year ended June 30, 1996.) 10.5 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1993.) 10.6 Summary of the Robinson Nugent, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for year ended June 30, 1993.) (11) Not applicable. (15) Not applicable. (18) Not applicable. (19) Not applicable. (22) Not applicable. (23) Not applicable. (24) Not applicable. (27) Financial Data Schedule (99) Not applicable. EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ROBINSON NUGENT, INC. 10-Q FOR THE PERIOD ENDING DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS JUN-30-1997 JUL-01-1996 DEC-31-1996 2,323 0 11,704 653 12,116 27,363 61,773 39,115 50,081 16,343 0 20,950 0 0 9,187 50,081 41,223 41,223 32,248 32,248 7,678 0 374 1,190 650 540 0 0 0 540 .11 .11
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