-----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, XtAfpPCYexeBnhmBk0s+oHVA2UCLlS14xlpJTMMcEctaHA1wIHC5EpXBsEu3aNJo 5qZ+XAnCkeqTFcQXfuSGRg== 0000912057-95-000542.txt : 19950517 0000912057-95-000542.hdr.sgml : 19950517 ACCESSION NUMBER: 0000912057-95-000542 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950210 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON NUGENT INC CENTRAL INDEX KEY: 0000276747 STANDARD INDUSTRIAL CLASSIFICATION: 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: 95508494 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 CITY: NEW ALBANY STATE: IN ZIP: 47151 10-Q 1 FORM 10-Q 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, 1994 ----------------------------------- 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 practicable date: As of January 31, 1995, the registrant had outstanding 5,317,420 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, 1994, December 31, 1993 and June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated condensed statements of income for the three and six months ended December 31, 1994 and December 31, 1993 . . . . . . . . . . . . . . . . . . 5 Consolidated condensed statements of cash flows for the six months ended December 31, 1994 and December 31, 1993 . . . . . . . . . . . . . . . . . . . . 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 (2) 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 ---------------- ------- 1994 1993 1994 ------ ------ ------ ASSETS Current assets: Cash and cash equivalents $ 2,673 $ 4,944 $ 2,991 Accounts receivable, net 9,197 8,725 10,539 Inventories: Raw materials 1,573 1,284 1,304 Work in process 6,594 5,161 5,774 Finished goods 2,732 2,780 2,729 ------- ------- ------- Total inventories 10,899 9,225 9,807 Other current assets 2,340 2,718 2,634 ------- ------- ------- Total current assets 25,109 25,612 25,971 ------- ------- ------- Property, plant & equipment, net 21,141 17,206 19,344 Other assets 58 105 62 ------- ------- ------- Total assets $46,308 $42,923 $45,377 ------- ------- ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (3) 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 ---------------- ------- 1994 1993 1994 ------ ------ ------ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 345 $ 452 $ 341 Note payable to bank -- 700 800 Accounts payable 4,789 4,245 5,356 Accrued expenses 4,162 3,416 3,689 Income taxes 637 1,576 771 ------- ------- ------- Total current liabilities 9,933 10,389 10,957 ------- ------- ------- Long-term debt, excluding current installments 2,375 2,126 2,408 Deferred income taxes 593 580 593 ------- ------- ------- Total liabilities 12,901 13,095 13,958 ------- ------- ------- Shareholders' equity: Common shares without par value. Authorized shares: 15,000,000; issued shares: 6,850,050 20,775 20,775 20,775 Retained earnings 21,016 18,671 19,299 Equity adjustment from foreign currency translation 2,657 1,768 2,513 Employee stock purchase plan loans and deferred compensation (967) (1,312) (1,094) Less cost of 1,532,630 treasury shares (10,074) (10,074) (10,074) ------- ------- ------- Total shareholders' equity 33,407 29,828 31,419 ------- ------- ------- Total liabilities and shareholders' equity $46,308 $42,923 $45,377 ------- ------- ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (4) 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 ----------------- ---------------- 1994 1993 1994 1993 ------ ------ ------ ------ Net sales $18,921 $15,480 $38,524 $31,192 Cost of sales 13,652 11,316 27,686 22,445 ------- ------- ------- ------- Gross profit 5,269 4,164 10,838 8,747 Selling, general and administrative expenses 3,823 3,314 7,757 6,627 ------- ------- ------- ------- Operating income 1,446 850 3,081 2,120 ------- ------- ------- ------- Other income (deductions): Interest income 38 55 68 106 Interest expense (65) (67) (111) (137) Currency gain (loss) 15 (5) (16) (107) Royalty Income 24 -- 236 -- Settlement of lawsuit -- 1,000 -- 1,000 Other (38) (18) (23) (18) ------- ------- ------- ------- (26) 965 154 844 ------- ------- ------- ------- Income before income taxes 1,420 1,815 3,235 2,964 Income taxes 483 741 1,200 1,291 ------- ------- ------- ------- Net income $ 937 $ 1,074 $ 2,035 $ 1,673 ------- ------- ------- ------- ------- ------- ------- ------- Net income per common share $ .17 $ .20 $ .37 $ .31 ------- ------- ------- ------- ------- ------- ------- ------- Dividends per common share $ .03 $ .03 $ .06 $ .06 ------- ------- ------- ------- ------- ------- ------- ------- Weighted average number of common shares outstanding 5,371 5,374 5,361 5,372 ------- ------- ------- ------- ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (5) 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 ---------------- 1994 1993 ------ ------ Cash flows from operating activities: Net income $ 2,035 $ 1,673 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,662 1,449 Losses from disposition of capital assets -- 18 Decrease in receivables 1,342 600 Increase in inventories (1,092) (627) (Increase) decrease in other current assets 294 (642) Decrease in accounts payable and accrued expenses (94) (365) Increase (decrease) in income taxes (134) 677 Employee stock purchase plan deferred charges -- (33) ------- ------- Net cash provided by operating activities 4,013 2,750 ------- ------- Cash flows from investing activities: Capital expenditures (3,273) (2,690) Decrease in other assets 4 21 ------- ------- Net cash used in investing activities (3,269) (2,669) ------- ------- Cash flows from financing activities: Proceeds from short-term borrowing -- 1,400 Repayments of short-term borrowing (800) (700) Repayments of long-term debt (66) (593) Cash dividends paid (319) (319) Employee stock purchase plan loans -- (48) Repayments of employee stock purchase plan loans 47 47 Stock options exercised -- 6 ------- ------- Net cash used in financing activities (1,138) (207) ------- ------- Effect of exchange rate changes on cash 76 144 ------- ------- Increase (decrease) in cash and cash equivalents (318) 18 Cash and cash equivalents at beginning of period 2,991 4,926 ------- ------- Cash and cash equivalents at end of period $ 2,673 $ 4,944 ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (6) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (continued) ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) December 31, 1994 and 1993, and June 30, 1994 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 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. In July, 1993, the Company commenced operations in a newly-acquired manufacturing facility in Scotland as part of a previously-announced European reorganization plan. The Company was awarded certain incentives for its location of operations in Scotland, including reimbursement of certain employee and training costs and an investment grant related to expected expenditures for machinery and equipment used in the facility. The investment grant is payable by a predetermined formula predicated upon capital expenditures over a four-year period. It is the Company's policy to recognize the investment grant over the estimated useful life of the machinery and equipment placed in service. The Company recognized income grants of $59,000 and $119,000 in the quarter and year to date periods ended December 31, 1994, and $50,000 and $100,000 for the respective periods ended December 31, 1993. 4. The Company adopted SFAS No. 109 "Accounting for Income Taxes" in the quarter ended September 30, 1993. The adoption of SFAS 109 did not have a material effect on the consolidated financial position or results of operations of the Company. 5. In December, 1993, the Company agreed to settle a lawsuit filed in November, 1991 in exchange for the payment to the company of cash in the amount of $1,000,000. The settlement was related to damage claims associated with a competitor's recruitment and employment of Robinson Nugent employees, the appropriation of trade secrets of the Company, and certain other business practices. 6. 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, 1994 and management's discussion and analysis included in Part I, Item 2 in this report. (7) PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MATERIAL CHANGES IN RESULTS OF OPERATIONS NET sales for the quarter ended December 31, 1994 were $18,921,000, up 22 percent over net sales of $15,480,000 in the same quarter a year ago. Net sales for the six months ended December 31, 1994 were $38,524,000, up 24 percent over net sales of $31,192,000 for the same six month period a year ago. Sales in both the quarter and six months ended December 31, 1994 were up in all major geographical territories, compared to the same periods a year ago. Overall, sales growth was attributable to a higher sales volume of new products and cable assemblies. Comparative sales by major geographical territory for the respective periods follows:
Three Months Ended Six Months Ended December 31 December 31 ----------------- ---------------- ($000 omitted) 1994 1993 1994 1993 ------ ------ ------ ------ United States: Domestic $11,743 $ 9,894 $24,077 $20,353 Export: Europe 148 27 1,074 45 Asia 913 1,238 2,381 2,876 Rest of World 237 161 428 335 ------- ------- ------- ------- 1,298 1,426 3,883 3,256 Intercompany 1,918 848 3,011 1,818 ------- ------- ------- ------- 14,959 12,168 30,971 25,427 ------- ------- ------- ------- Europe: Domestic 4,267 2,875 7,665 5,611 Export to Asia 657 912 1,209 1,221 Rest of World 4 5 12 7 ------- ------- ------- ------- 4,928 3,792 8,886 6,839 Intercompany 739 818 1,426 1,539 ------- ------- ------- ------- 5,667 4,610 10,312 8,378 ------- ------- ------- ------- Asia: Domestic 670 108 1,167 267 Export to United States 282 260 511 477 ------- ------- ------- ------- 952 368 1,678 744 Intercompany 150 143 293 280 ------- ------- ------- ------- 1,102 511 1,971 1,024 ------- ------- ------- ------- Eliminations (2,807) (1,809) (4,730) (3,637) ------- ------- ------- ------- Consolidated $18,921 $15,480 $38,524 $31,192 ------- ------- ------- ------- ------- ------- ------- -------
(8) Incoming customer orders in the second quarter ended December 31, 1994 were at $15.8 million, up 5.6% over orders of $15.0 million in the same quarter a year ago. Customer orders for the six months ended December 31, 1994 were $37.3 million, up 23 percent over customer orders of $30.3 million in the same six months of the prior year. Backlog of unshipped customer orders at December 31, 1994 were $12.4 million, an increase of $2.1 million or 20.3% compared to $10.3 million at December 31, 1993. Gross profit improved in the three months and six months ended December 31, 1994 compared to same periods a year ago as a result of higher sales and improved operating results at all operations. Gross profit expressed as a percentage of net sales was at 27.8% for the quarter compared to 26.9% for the same quarter last year. The improvement in gross profit percentage was primarily due to improved efficiencies at our European operations, resulting from higher volume, a favorable product mix and the absence of costs associated with the start-up of operations in Scotland in last year's quarterly results. For the six month's results, gross profit percent of net sales was 28.1%, and slightly better than the 28.0% gross profit percentage reported in the prior year's period. This reflected the improved manufacturing operating performance and favorable product mix; offsetting were higher engineering manpower and related support expenses. Selling, general and administrative expenses for the three months ended December 31, 1994 were $3,823,000 or 20.2 percent of net sales, compared to $3,314,000, or 21.4 percent of net sales, for the same period a year ago. Expenses for the six months ended December 31, 1994 amounted to $7,757,000, or 20.1 percent of net sales, compared to $6,627,000, or 21.2 percent of net sales. The increased expenses in dollars, related to higher advertising and product promotional programs, higher sales commissions associated with the higher sales levels, higher marketing and sales personnel, and increased recruitment expenses. Other income for the six months ended December 31, 1994 includes $236,000 of royalty income derived from an agreement reached with a competitor which provided for a royalty payment to the Company with respect to the competitor's sales of a product using a patented feature of Robinson Nugent. The agreement was reached in the first quarter ended September 30, 1994, resulting in a cumulative payment in the first quarter for all prior periods, and ongoing future royalty payments. Included in the prior year's second quarter and six month's results was a $1,000,000 settlement payment to the Company relating to damage claims associated with a competitor's recruitment and employment of Robinson Nugent employees, the appropriation of trade secrets of the Company, and certain other business practices. Net income in the quarter ended December 31, 1994 amounted to $937,000 or 17 cents per share, compared to 20 cents per share a year ago. The net income in the quarter a year ago included the $1,000,000 settlement (approximately $620,000 net income or 12 cents per share) noted above. Favorably impacting the quarter was a break even net income position in Europe, compared to a net loss position in comparable quarter last year. Europe's improvement reflected a higher sales volume and the absence of the Scotland facility start-up and reorganization costs (9) included in the prior year's results. The net income for the six months ended December 31, 1994 amounted to $2,035,000, or 37 cents per share compared to $1,673,000 or 31 cents per share for the prior year's period. Major contributing factors were the higher net sales in the period worldwide and improved operating results in Europe. Provision for income taxes was included at an effective tax rate of 37.1 percent and 43.6 percent on a year-to-date basis in the six months ended December 31, 1994 and December 31, 1993, respectively. Effective tax rates for the three months ended December 31, 1994 and December 31, 1993 were 34.0 percent and 40.8 percent, respectively. Provisions for income taxes are provided at the approximate effective rates expected for the year. The lower effective tax rates in the three months and six months ended December 31, 1994 compared to prior periods, reflect an improved pretax performance at our European operations resulting from the Company not recognizing income tax benefits on losses incurred at the Scotland facility in all periods. MATERIAL CHANGES IN FINANCIAL CONDITION Net working capital at December 31, 1994 amounted to $15.2 million compared to $15.2 million at December 31, 1993 and $15.0 million at June 30, 1994. The Company's net working capital position remains fairly stable; however, the December 31, 1994 data reflects higher inventories which support increased sales levels, investments in new product programs and the paydown of a short-term bank loan. For both December 31, 1994 and 1993, the current ratios were at 2.5 compared to 2.4 at June 30, 1994. The Company's capital expenditures of $3,273,000 for the six months ended December 31, 1994, reflect the Company's intention to continue its program of investment in new products. The Company believes near- term working capital and capital expenditures requirements can be met from operations, cash balances and available lines of credit. (10) PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Robinson Nugent, Inc. was held on November 3, 1994 for the following purposes: 1. Election of three (3) directors to hold office for three (3) years from meeting date as follows: Vote -------------------------------------- For Withheld No Vote --- -------- ------- Shares: Jerrol Z. Miles 4,511,940 28,794 -- Samuel C. Robinson 4,511,540 29,194 -- Richard W. Strain 4,508,390 32,344 -- The following directors shall continue their term of office as a director from November 3, 1994: Patrick C. Duffy - 1 year Richard L. Mattox - 1 year Diane T. Maynard - 1 year Larry W. Burke - 2 years Lawrence Mazey - 2 years James W. Robinson - 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, 1995. Vote ------------------------------------------ For Against Abstain No Vote --- ------- ------- ------- Shares: 4,528,475 5,906 6,353 -- 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, 1994. (11) 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 February 10, 1995 /s/ Larry W. Burke --------------------------- ------------------------------------- Larry W. Burke President and Chief Executive Officer Date February 10, 1995 /s/ Anthony J. Accurso --------------------------- ------------------------------------- Anthony J. Accurso Vice President, Treasurer & Chief Financial Officer (12) 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 (13) 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 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Clifford G. Boggs, former Vice President, Treasurer and Chief Financial 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 19.2 to Form 10-K Report for year ended June 30, 1990.) 10.5 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal year ended June 30, 1994. (Incorporated by reference to Exhibit 10.5 to Form 10-K Report for year ended June 30, 1993.) 10.6 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.) 10.7 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) 27.1 Financial Data Schedule for the Registrant's six-month interim period ended December 31, 1994. (99) Not applicable. (14) EX-27 2 EXHIBIT 27
5 1,000 6-MOS JUN-30-1995 JUL-01-1994 DEC-31-1994 2,763 0 9,934 737 10,899 2,340 53,644 32,503 46,308 9,933 2,375 20,775 0 0 12,632 46,308 38,524 38,524 27,686 27,686 7,757 40 111 3,235 1,200 2,035 0 0 0 2,035 .37 .37
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