-----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, M2MSKAZFrLyWezlujSmocvBn4zeXhjqmT159b454Zph5X9fv2OFDcXXsMAxtceVO LnOpT+6YKIC6FFXzEmHCtg== 0000912057-95-008047.txt : 19951020 0000912057-95-008047.hdr.sgml : 19951020 ACCESSION NUMBER: 0000912057-95-008047 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950926 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09010 FILM NUMBER: 95576156 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-K 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED JUNE 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX- CHANGE ACT OF 1934 [NO FEE REQUIRED] 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 organization or incorporation) Identification Number) 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 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares, Common Share Without Par Value Purchase Rights 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any Amendment to this Form 10-K. [ ] The Index of Exhibits is located at page 19 in the sequential numbering system. Total pages: 49. 1 The aggregate market value of Common Shares held by nonaffiliates of the registrant, based on the closing price of the Common Shares as of September 7, 1995, was approximately $29,475,000. As of September 7, 1995, the registrant had outstanding 5,390,408 Common Shares, without par value. DOCUMENTS INCORPORATED BY REFERENCE: PARTS OF FORM 10-K INTO WHICH IDENTITY OF DOCUMENT DOCUMENT IS INCORPORATED - - ------------------------------------------- ------------------------------ 1995 Annual Report to Shareholders Parts I and II Definitive Proxy Statement with respect to Parts II and III the 1995 Annual Meeting of Shareholders of registrant. 1(a) PART I ITEM 1. BUSINESS GENERAL Robinson Nugent, Inc. (the "Company"), an Indiana corporation organized in 1955, designs, manufactures and markets electronic devices used to interconnect components of electronic systems. The Company's principal products are integrated circuit sockets; connectors used in board-to-board, wire-to-board, and wire-to-wire applications; and custom molded-on cable assemblies. The Company also offers application tooling that is used in applying wire and cable to its connectors. The Company's products are used in electronic telecommunication equipment including switching and networking equipment such as servers and routers, modems and PBX stations; data processing equipment such as mainframe computers, personal computers, workstations, CAD systems and peripheral equipment such as printers, disk drives, plotters and point-of-sale terminals; industrial controls and electronic instruments, both medical and industrial; consumer products; automotive electronics; and in a variety of other applications. Major markets are the United States, Europe, Japan, and the southeast Asian countries including Singapore and Malaysia. Manufacturing facilities are located in New Albany, Indiana; Dallas, Texas; Kings Mountain, North Carolina; Fremont, California; Delemont, Switzerland; Sungai Petani, Malaysia; Inchinnan, Scotland; and, as of February, 1995, Hamont-Achel, Belgium. Corporate headquarters are located in New Albany, Indiana, which is the plant site for the Company's engineering, research and development, preproduction and testing of new products. RECENT DEVELOPMENTS In February 1995, the company acquired Teckino Manufacturing B.V.B.A. ("Teckino"), a manufacturing and engineering development company located in Hamont-Achel, Belgium. The company produces connectors and other specialized electronic molded parts. The acquisition has been accounted for by the purchase method of accounting and the results of operations of Teckino have been included in the company's consolidated financial statements since the date of acquisition. The Company formed ISOCON L.C., a joint venture with Components Circuits Inc. of Tempe, Arizona in May, 1995. The new company, ISOCON L.C., was established to merge the technical and marketing resources of the two companies for the development and sale of special electronic connector products. These products address the opportunities created by emerging semiconductor packaging types known as area arrays and incorporate potential technology owned by ISOCON, L.C. 2 PRODUCTS The Company produces a broad range of sockets that accommodate a variety of integrated circuit package styles. Sockets are offered for dual-in-line and pin grid array devices, as well as leaded and leadless chip carriers. Dual readout (DIMM) sockets were introduced in fiscal 1992. These sockets, which are designed to interconnect in-line memory modules, are among the fastest growing electronic interconnect products in world markets. The design concepts used in the Company's DIMM sockets are unique and involve features that have been protected by U.S. patents. Sockets are used in a wide variety of applications within electronic equipment but are primarily used to interface integrated circuits, such as microprocessors and memory devices to an electronic printed circuit board. The demand for sockets is directly related to the demand for products which employ integrated circuits. In many applications, semiconductor devices are subject to replacement, which encourages the use of a socket rather than soldering the device directly to the printed circuit board. The worldwide demand for dual in-line sockets is decreasing due to the maturity of the semiconductor package, while the demand for high-density and surface-mount sockets is increasing. The growing demand is due to the development of semiconductor package styles with very large counts of signal ports and new technologies such as ball grid and land grid array packages and interstitial pin patterns. The Company's newest socket products are designed to meet high-density and surface-mount requirements and contributed to the Company's sales growth in 1995. The Company provides a broad range of electronic connectors, such as insulation displacement flat cable connectors (IDC), used in wire-to-wire and wire-to-board applications. The range of connectors also includes several product styles that provide for board-to-board or board-stacking (parallel- mounting) applications. The use of insulation displacement connectors in electronic hardware increases productivity by eliminating labor involved in stripping insulation from wires prior to attachment to the leads, and permits automation of the manufacture of cable assemblies. The Company manufacturers a line of PCMCIA memory card sockets and headers for interconnect faxing, networking and computer expansion capabilities. In 1995, the Company broadened this line to include type III card connectors and other options which enhanced the interchangability of this product line within this industry. The Company offers several product families in the two-piece style of connectors. These connectors are used to connect printed circuit boards which are positioned either at right angles, in-line, or parallel stacked at close intervals. The products offered include .025 inch square post connectors and receptacle sockets; DIN series connectors; high-density, high-pin-count connectors (HDC); half-pitch, high-density (PAK-50) connectors; 2-millimeter- spaced, high-density connectors (PAK-2); and a new higher pin count 2- millimeter-spaced connector (METPAK-Registered Trademark-2) used in backplane applications. In 1995, a new line of high density 1.0mm, .8mm and .5mm board stacking interconnects were introduced by the Company to address the growing demand for 3 miniaturized connectors in the portable computer and communication equipment markets. The DIN series of connectors has many variations in connecting means and pin count. The product is based on a European standard, but has gained wide acceptance in the U.S. and all world markets. While there are a large number of producers of DIN connectors in Europe, the Company is one of a limited number of manufacturers producing the product in the U.S. The high-pin-count, high-density connector (HDC) includes pin counts ranging from 60 to 492 in a three- and four-row configuration. This connector family, along with DIN connectors, is widely used on backplane applications and frequently requires the terminals to be press-fit to the backplane. This is accomplished by forming a compliant section in the tails of the connector contacts that, when pressed into a plated through-hole on a backplane, forms a reliable gas-tight connection without soldering. The Company has become recognized as a leader in press-fit backplane connectors and has focused marketing efforts in promoting its products for this type of application. The Company's half-pitch (PAK-50) connector family has been accepted as one of the industry's most reliable .050 inch spaced connectors. The contact design and compact shape has gained wide acceptance in applications, such as small form factor computers that require connectors that are highly reliable yet consume little space. The design of a low profile, surface-mounted socket, called PAK-2 serves the requirements of miniature disk drives and PDA (personal digital assistance) sectors of this industry. The METPAK-Registered Trademark-2 series of connectors includes four and five row versions of both standard and inverse configurations. The METPAK- Registered Trademark-2 is a new industry standard connector style used in board- to-board applications and over time will displace some of the more mature product types. This product line has wide acceptance in new designs, primarily in the computer workstation, communication and networking markets. Technology continues to move the industry to an ever-increasing number of circuits per socket or connector to meet the increasing complexity of electronics systems or the increased capacity and processing speed of semiconductor devices. This results in increased demand for high-density connector products. Just as in sockets, the Company is focusing its new product development in connector products that meet these technology trends. High- density connector products were a major factor for the Company's growth in sales in 1994 and 1995. Customers expect connector manufacturers to provide special tools required to utilize sockets and connectors. The Company offers a line of insertion and extraction tools in support of the socket, IDC, I/O, and two-piece connector lines. Cablelink, Incorporated, a wholly-owned subsidiary of the Company, produces cable assemblies of various types including IDC, fabricated and molded-on cable assemblies. Cablelink utilizes Robinson Nugent connectors whenever possible, but also provides cable assemblies with other 4 manufacturers' connectors if the customer is specific regarding its requirements. In addition to standard products, the Company provides engineering assistance and design and manufacturing of custom and derivative products. These products may require special production tooling that, in some cases, is paid for by the customer, shared, or amortized over future orders, depending upon contractual agreements reached with the customer. In some cases, the customer supplies the Company with a complete product design, but more often the design is produced solely by Company engineers. Current trends in the market indicate a growing demand for custom and derivative products. There is also an increased demand for the Company's engineers to be involved in the early development of the customer's product design. RESEARCH, DEVELOPMENT AND ENGINEERING The Company's engineering efforts are directed toward the development of new products to meet customer needs and improvement of manufacturing processes and adaptation of new materials to all products. New products include new creations as well as design of derivative products to meet both the needs of the general market and customer proprietary custom designs. Engineering development covers new or improved manufacturing processes, assembly and inspection equipment, and the adaptation of new plastics and metals to all products. In recent years, the Company's products have become more sophisticated and complex in response to developments in semiconductors and their application. In 1994, the Company added the engineering capability to analyze customer high-speed applications and to design connectors that reduce electrical interference that can result from very high processing speeds of newer and more powerful microprocessors. In 1995, the Company's European operation's development capabilities were expanded with the acquisition of Teckino. Teckino's developmental skills in precision miniature connecting systems and electronic molded parts will enhance Europe's ability to produce unique designs to fulfill customer requirements. The Company's expenditures for research, development and engineering were approximately $3.1 million in 1995, $2.5 million in 1994, and $2.0 million in 1993. The Company's joint venture, ISOCON L.C. with Components Circuits, Inc. of Tempe, Arizona, enhances the Company's capabilities in the area array socket market. This technology is designed to connect printed circuit boards to a variety of integrated circuit packages such as land grid arrays, ball grid arrays and multichip modules without the use of solder. Consistent with industry direction, the Company is also active in improving manufacturing processes through automation and application of the latest technologies and designs to its proprietary assembly equipment. The Company continues to apply advanced technologies, such as laser and video devices, to automatically inspect products during the assembly process. All new assembly machines are direct microcomputer-controlled, which provides greater flexibility in the manufacturing process. The Company continues to install the latest technology in its electroplating process and replace older injection molding machines with the latest programmable controls. 5 SALES AND DISTRIBUTION The Company sells its products in the United States and international markets. The major market is the U.S. which produces approximately two-thirds of the consolidated sales of the Company. Its principal markets outside the U.S. are Canada, Europe, including the United Kingdom, Japan, Singapore, Malaysia, Hong Kong, and the emerging market of China. The southeast Asian countries continue to grow rapidly, and the Company has established a marketing and sales headquarters in Singapore. Sales to other Far East countries provide business opportunities and are expected to grow moderately. Sales in China have been initiated and have resulted in the Company doing business in China through its Hong Kong distributor. Sales outside the U.S. accounted for 40 percent of total sales in fiscal 1995, 34 percent in fiscal 1994 and 33 percent in fiscal 1993. The Company believes that development of global markets is essential. This is particularly the case in Asia where the market is the fastest growing in the world and is currently considered the second largest market for electronics and connector products. The Company does not believe that its international business presents any unusual risks other than with respect to changes in currency exchange rates. The following table sets forth the percentage of Company sales by major geographical location for the periods shown: YEARS ENDED JUNE 30 --------------------------------------- 1995 1994 1993 ---- ---- ---- United States 60% 66% 67% Europe 25 19 22 Asia 13 14 10 Other 2 1 1 ---- ---- ---- 100% 100% 100% ---- ---- ---- ---- ---- ---- During 1995, the Company had sales to a single customer in excess of 10% of total net sales. No sales to a single customer exceeded 10% of total net sales in 1994 or 1993. Other financial data relating to domestic and foreign operations are included in Note (16), Business Segment and Foreign Sales, of Notes to Consolidated Financial Statements and the Management's Discussion and Analysis of the Results of Operations and Financial Condition, included herein or incorporated by reference as a part of this Report. Principal markets in North America, Europe, and Asia are served by the Company's direct sales force and a network of distributors serving the electronic industry. The Company has U.S. regional offices located in the; San Francisco, California; and Chicago, Illinois metropolitan areas. Other Company sales offices are located in Japan, Singapore, England, Germany, Sweden, Netherlands, France, and Italy. These offices service customers to whom the Company sells directly, provide coordination between the plants and customers, and provide technical training and assistance to distributors and manufacturers' representatives in their respective territories. Additional marketing expertise is provided by the product marketing specialists located in New Albany, Indiana; Kings Mountain, North Carolina; London, England; and Eindhoven, Netherlands, who provide assistance and technical information in 6 support of all field requirements. The Company increased its marketing resources and personnel in 1995 consistent with increased engineering and the launching of new products developed during the year. The Company engages independent manufacturers' representative firms in the United States, Canada and several Far East countries, who are granted exclusive territories and agree not to carry competing products. These firms are paid on a commission basis on sales made to original equipment manufacturers and to distributors. All representative relationships are subject to termination by either party on short notice. The Company has an international network of distributors who are responsible for serving their respective customers from an inventory of the Company's products. Approximately 35 percent of the Company's worldwide sales are made through the distributor network. No distributor is required to accept only the franchise of the Company. All distributor agreements are subject to termination by either party on short notice. BACKLOG The Company's backlog was approximately $15.3 million at June 30, 1995, $13.6 million at June 30, 1994, and $11.3 million at June 30, 1993. These amounts represent orders with firm shipment dates acceptable to the customers. The Company does not manufacture pursuant to long-term contracts, and purchase orders are generally cancelable subject to payment by the customer for charges incurred up to the date of cancellation. With just-in-time delivery objectives, customers have reduced order quantities, but are placing orders more frequently and expecting shorter lead times from point of order to point of shipment. COMPETITION There is active competition in all of the Company's standard product lines. The Company's competitors include both large corporations having significantly more resources than the Company and smaller, highly specialized firms. The Company competes on the basis of customer service, product performance, quality, and price. Management believes that the Company's capabilities in service, in new product design and efforts to reduce cost of products are significant factors in maintaining the Company's competitive position. MANUFACTURING The Company's manufacturing operations include plastic molding, electroplating and assembly. The Company designs and builds the majority of its automated and semiautomated assembly machines for use in-house and utilizes subcontractors on a limited basis for product assembly where volume does not warrant the cost of automation. RAW MATERIALS AND SUPPLIES The Company utilizes copper alloys, precious metals, and plastics in the manufacture of its products. Although some raw materials are available from 7 only a few suppliers, the Company believes it has adequate sources of supply for its raw material and component requirements. Use of gold is significant, but has declined in demand over the past several years. Plating processes using ROBEX-TM-, a palladium nickel alloy, and tin have accelerated in demand from customers of the Company. As a result of a gold consignment agreement with a bank, the Company is not exposed to a significant market risk of carrying gold inventories. The Company is not required to procure its gold under this arrangement, and may acquire gold from other sources. The Company is not obligated beyond one year with any supplier. HUMAN RESOURCES As of June 30, 1995, the Company had approximately 650 full-time employees. PATENTS AND TRADEMARKS Management believes that success in the electronic connector industry is dependent upon engineering and production skills and marketing ability; however, there is a trend in the industry toward more patent consideration and protection of proprietary designs and knowledge. The Company has pursued patent applications more frequently. The Company reviews each new product design for possible patent application. The Company has been granted several patents over the past three years and is presently awaiting acceptance on other pending applications. The Company has obtained registration of its trade and service marks in the United States and in major foreign markets. ENVIRONMENT The Company's manufacturing facilities are subject to several laws and regulations designed to protect the environment. In the opinion of management, the Company is complying with those laws and regulations in all material respects and compliance has not had and is not expected to have a material effect upon its operations or competitive position. EXECUTIVE OFFICERS OF THE COMPANY The current executive officers of the Company are: SERVED IN PRESENT NAME AGE POSITIONS HELD CAPACITY SINCE - - ------------------- --- ----------------- ------------------ Larry W. Burke 55 President & Chief 1990 Executive Officer Anthony J. Accurso 45 Vice President, 1994 Treasurer & Chief Financial Officer W. Michael Coutu 44 Vice President of 1992 Operations 8 Thomas E. Merten 40 Vice President of 1991 Marketing The Bylaws of the Company provide that the officers are to be elected at each Annual Meeting of the Board of Directors. Under the Indiana Business Corporation Law, officers may be removed by the Board of Directors at any time, with or without cause. ITEM 2. PROPERTIES The Company owns a 36,000-square-foot building used for its executive offices, engineering department, quality assurance and administrative operations, and an adjacent 83,000-square-foot manufacturing facility located on approximately four acres in New Albany, Indiana. Manufacturing operations at New Albany were terminated on June 30, 1988 as a result of the consolidation of U.S. manufacturing of connectors and sockets in the Company's Dallas, Texas facility. A portion of the manufacturing facility is utilized by the Company's engineering, research and preproduction development groups. Manufacturing operations were reinstituted in 1990 on a limited basis and have been expanded each year thereafter. In addition, the New Albany facility is instrumental in training plant personnel on new equipment prior to release to the manufacturing facilities in New Albany, Dallas, Europe and Malaysia. The Company owns a 60,000-square-foot manufacturing facility located on approximately five acres in Dallas, Texas, and a 50,000-square-foot manufacturing facility located on approximately two acres in Delemont, Switzerland. The Company's Cablelink operations are in a leased facility of approximately 40,000 square feet in Kings Mountain, North Carolina and a leased facility of approximately 10,000 square feet located in Fremont, California. In June, 1991, a new manufacturing facility with approximately 21,000 square feet was acquired under a long-term lease arrangement in Sungai Petani, Malaysia for expansion of the Cablelink operation. In February, 1992, the Company occupied a manufacturing facility with approximately 10,000 square feet in Issogne, Italy under a three-year lease in connection with the acquisition of its new cable assembly operation. The Company closed this facility in October, 1993 and relocated manufacturing operations to other plant sites. In July, 1993, the Company acquired a facility with approximately 25,000 square feet in Inchinnan, Scotland under a long-term lease and relocated connector assembly operations from Delemont, Switzerland. In February, 1995, the Company acquired a manufacturing and engineering facility with approximately 14,000 square feet in Hamont-Achel, Belgium as part of the Teckino acquisition. ITEM 3. LEGAL PROCEEDINGS. Other than ordinary routine litigation incidental to the business, there are no pending legal proceedings to which the Company is a party. 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information included under the caption "Share Price Range and Dividend Information" on page 17 of the Company's 1995 Annual Report to Shareholders (the "1995 Report") is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA. The information contained in the columns "1991-1995" in the table under the caption "Ten-Year Financial Summary" on pages 12 and 13 of the 1995 Report is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS. The information contained under the caption "Management's Discussion and Analysis of the Results of Operations and Financial Condition" on pages 14 through 16 of the 1995 Report is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information contained in the "Consolidated Financial Statements of the Company and Notes thereto" and the report of independent accountants on pages 18 through 31 in the 1995 Report is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. The information contained under the caption "Ratification of Selection of Certified Public Accountants" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information included under the captions "Nominees," "Business Experience of Directors," "Family Relationships," and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference. 10 ITEM 11. EXECUTIVE COMPENSATION. The information included under the captions "Compensation of Directors," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation," "Report of the Compensation and Stock Option Committees," and "Stock Performance Graph" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information contained under the captions "Beneficial Ownership of Common Shares" and "Nominees" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information contained under the caption "Certain Transactions" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (A) DOCUMENTS FILED AS A PART OF THIS REPORT. (1) FINANCIAL STATEMENTS Reports of Independent Accountants Consolidated Balance Sheets as of June 30, 1995, 1994, and 1993 Consolidated Statements of Income for the years ended June 30, 1995, 1994, and 1993 Consolidated Statements of Shareholders' Equity for the years ended June 30, 1995, 1994, and 1993 Consolidated Statements of Cash Flows for the years ended June 30, 1995, 1994, and 1993 Notes to Consolidated Financial Statements (2) FINANCIAL STATEMENT SCHEDULE Schedule for the years ended June 30, 1995, 1994, and 1993: II Valuation and Qualifying Accounts All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. 11 (3) EXHIBITS See Index to Exhibits. (B) REPORTS ON FORM 8-K The Company did not file a Form 8-K during the last quarter of its fiscal 1995. 12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: September 21, 1995 By: /s/ Larry W. Burke -------------------- --------------------------------------- Larry W. Burke, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: September 21, 1995 By: /s/ Samuel C. Robinson ------------------- --------------------------------------- Samuel C. Robinson, Director Date: September 21, 1995 By: /s/ Larry W. Burke ------------------- --------------------------------------- Larry W. Burke, Director, President and Chief Executive Officer (Principal Executive Officer) Date: September 21, 1995 By: /s/ Patrick C. Duffy ------------------- --------------------------------------- Patrick C. Duffy, Director Date: September 21, 1995 By: /s/ Richard L. Mattox ------------------- --------------------------------------- Richard L. Mattox, Director Date: September 21, 1995 By: /s/ Diane T. Maynard ------------------- --------------------------------------- Diane T. Maynard, Director Date: September 21, 1995 By: /s/ Lawrence Mazey ------------------- --------------------------------------- Lawrence Mazey, Director 13 Date: September 21, 1995 By: /s/ Jerrol Z. Miles ------------------- --------------------------------------- Jerrol Z. Miles, Director Date: September 21, 1995 By: /s/ James W. Robinson ------------------- --------------------------------------- James W. Robinson, Director Date: September 21, 1995 By: /s/ Richard W. Strain ------------------- --------------------------------------- Richard W. Strain, Director Date: September 21, 1995 By: /s/ Anthony J. Accurso ------------------- --------------------------------------- Anthony J. Accurso, Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 14 ROBINSON NUGENT, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES JUNE 30, 1995, 1994, AND 1993 Financial Statement Schedule for the years ended June 30, 1995, 1994, and 1993 is included herein: II Valuation and Qualifying Accounts All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Robinson Nugent, Inc. We have audited the accompanying consolidated balance sheets of Robinson Nugent, Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, the related consolidated statements of income, shareholders' equity and cash flows and the financial statement schedule for each of the three years then ended as listed in Item 14 of this Form 10-K for the year ended June 30, 1995. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Robinson Nugent, Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, and the results of their operations and their cash flows for each of the three years then ended in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein for the years ended June 30, 1995, 1994 and 1993. COOPERS & LYBRAND L.L.P. Louisville, Kentucky August 4, 1995 16
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ROBINSON NUGENT, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) Col. A Col. B Col. C Col. D Col. E - - --------------------------------------------------------------------------------------------------------------------------------- Additions Balance ------------------------------------------ at Beginning Charged to Costs Charged to Other Deductions - Balance at End Description of Period and Expenses Accounts-Describe Decribe of Period - - --------------------------------------------------------------------------------------------------------------------------------- YEAR ENDED JUNE 30, 1995 Deducted from assest accts Allowance for doubtful accounts $ 697 83 -- $ 129(A) $ 651 Allowance for inventory obsolescence & valuation 1,567 643 -- 625(B) 1,585 -------- -------- -------- -------- -------- Total $ 2,264 $ 726 $ -- $ 754 $ 2,236 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- YEAR ENDED JUNE 30, 1994 Deducted from assets accts Allowance for doubtful accounts $ 887 $ 127 $ -- $ 317(A) $ 697 Allowance for inventory obsolescence & valuation 1,261 737 -- 431(B) 1,567 -------- -------- -------- -------- -------- $ 2,148 $ 864 $ -- $ 748 $ 2,264 Total -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- YEAR ENDED JUNE 30, 1993 Deducted from asset accts Allowance for doubtful accounts $ 892 $ 80 $ -- $ 85(A) $ 887 Allowance for inventory obsolescence & valuation 995 862 -- 596(B) 1,261 -------- -------- -------- -------- -------- Total $ 1,887 $ 942 $ -- $ 681 $ 2,148 -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
See footnotes on following page. 17 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONT'D.) ROBINSON NUGENT, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS)
Col. A Col. B Col. C Col. D Col. E - - --------------------------------------------------------------------------------------------------------------------------------- Additions Balance ------------------------------------------ at Beginning Charged to Costs Charged to Other Deductions - Balance at End Description of Period and Expenses Accounts-Describe Decribe of Period - - --------------------------------------------------------------------------------------------------------------------------------- (A) Summary of activity in Column D follows: 1995 1994 1993 Reductions of requirements in allowance for doubtful -------- -------- -------- accounts $ 85 $ 202 $ -- Uncollectible accounts written off, net of recoveries 62 141 55 Currency Translation - (gains)/losses (18) (26) 30 -------- -------- -------- $ 129 $ 317 $ 85 -------- -------- -------- -------- -------- (B) Summary of activity in Column D follows: Discontinued and obsolete inventory written off, $ 684 $ 505 $ 555 net of recoveries Currency translation - (gains)/losses (59) (74) 41 -------- -------- -------- $ 625 $ 431 $ 596 -------- -------- -------- -------- -------- --------
18 ROBINSON NUGENT, INC. FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, 1995 INDEX TO EXHIBITS NUMBER SEQUENTIAL ASSIGNED IN NUMBERING SYSTEM REGULATION S-K PAGE NUMBER ITEM 601 DESCRIPTION OF EXHIBIT OF EXHIBIT - - -------------- ---------------------- ---------------- (3) 3.1 Articles of Incorporation of Robinson Nugent, Inc. (Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 2-62521.) 3.2 Articles of Amendment of Articles of Incorporation of Robinson Nugent, Inc. filed September 1, 1978 (Incorporated by reference to Exhibit B(1) to Form 10-K Report for year ended June 30, 1980.) 3.3 Articles of Amendment of Articles of Incorporation of Robinson Nugent, Inc. filed November 14, 1983 (Incorporated by reference to Exhibit 3.3 to Form 10-K Report for year ended June 30, 1984.) 3.4 Amended and Restated Bylaws of Robinson Nugent, Inc. adopted November 7, 1991. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1992). (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, NA. (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. (Incorporated by reference to Exhibit 4.3 to Form 10-K Report for year ended June 30, 1991.) 19 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.) (9) No exhibit. (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 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 the year ended June 30, 1993.) 10.4 Summary of The Robinson Nugent, Inc. Stock Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for the year ended June 30, 1993.) 10.5 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.) 20 10.6 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.) 10.7 Summary of Robinson Nugent, Inc. Bonus 23 Plan for the fiscal year ended June 30, 1995. (11) No exhibit. (12) No exhibit. (13) 1995 Annual Report to Shareholders of 24 Robinson Nugent, Inc. (16) No exhibit. (18) No exhibit. 21 (21) The subsidiaries of the registrant. 48 (22) No exhibit. (23) Consent of Coopers & Lybrand L.L.P. 49 Independent Accountants (24) No exhibit. (27) Financial Data Schedule. (28) No exhibit. 22 EX-10.7 2 ROBINSON NUGENT SUMMARY OF BONUS PLAN EXHIBIT 10.7 ROBINSON NUGENT, INC. SUMMARY OF ROBINSON NUGENT, INC. BONUS PLAN TO EXECUTIVE OFFICERS The Board of Directors has adopted a bonus plan for executive officers and key employees for fiscal year 1995. The terms of the plan are the same as the Company's bonus plan for the prior year, or fiscal year 1994. Executive officers are eligible for a first tier bonus award provided the consolidated pretax income of the Company and subsidiaries for fiscal year 1995 exceeds the reported pretax income for fiscal year 1994. A second tier, or added, bonus award is payable to executive officers provided the consolidated pretax income for fiscal year 1995 exceeds the pretax income objectives outlined in the fiscal year 1995 annual financial plan. The bonus awards under both tiers are predicated upon a formula whereby bonuses increase in proportion to level of pretax income over the prior year and financial plan objectives, respectively. The maximum bonus award for executive officers approximates 26 percent to 36 percent of base compensation. 23 EX-13 3 ARS T O C O N N E C T FINANCIAL HIGHLIGHTS IN THOUSANDS, EXCEPT PER SHARE DATA
FOR THE YEARS ENDED JUNE 30 1995 1994 1993 - - -------------------------------------------------------------------------------- Net sales $80,679 $67,557 $58,671 Net income 3,739 2,619 1,662 Net income per common share .69 .49 .31 AT YEAR-END, JUNE 30 1995 1994 1993 - - -------------------------------------------------------------------------------- Backlog of orders $15,300 $13,600 $11,300 Working capital 15,875 15,014 14,780 Total assets 54,169 45,377 40,727 Long-term debt 4,143 2,408 2,166 Shareholders' equity 36,480 31,419 28,231
1995 SALES BY GEOGRAPHICAL REGION NET INCOME $ MILLIONS [PIE CHART] NET INCOME INCREASED AT A 60% COMPOUND GROWTH RATE SINCE 1991 [BAR CHART] 24 TEN-YEAR FINANCIAL SUMMARY IN THOUSANDS, EXCEPT PER SHARE DATA
Years ended June 30 1995 1994 1993 ----------------------------------- OPERATING RESULTS: - - -------------------------------------------------------------------------------------------------- Net sales $80,679 67,557 58,671 Cost of sales 59,329 49,642 42,986 ------- ------ ------ Gross profit 21,350 17,915 15,685 Selling, general and administrative expenses 15,586 13,727 12,039 Provision for restructuring -- -- 620 Provision for plant consolidation -- -- -- Disposition of subsidiary -- -- -- ----------------------------------- Operating income (loss) 5,764 4,188 3,026 Other income (expense)-net (170) 841 (464) ----------------------------------- Income (loss) before income taxes, extraordinary item and change in accounting principle 5,594 5,029 2,562 Income taxes (benefit) 1,855 2,410 900 Extraordinary item - gain on fire insurance recovery -- -- -- Cumulative effect of change in accounting principle -- -- -- ----------------------------------- Net income (loss) $ 3,739 2,619 1,662 ----------------------------------- Return on net sales 4.6% 3.9% 2.8% PER SHARE INFORMATION: - - -------------------------------------------------------------------------------------------------- Net income (loss) $ .69 .49 .31 Cash dividends .12 .12 .08 Weighted average shares outstanding (in thousands) 5,383 5,368 5,331 Book value at year end* 6.79 5.91 5.31 BALANCE SHEET: - - -------------------------------------------------------------------------------------------------- Working capital $15,875 15,014 14,780 Property, plant and equipment - net 24,609 19,344 15,871 Total assets 54,169 45,377 40,727 Long-term debt 4,143 2,408 2,166 Shareholders' equity 36,480 31,419 28,231 OTHER DATA: - - -------------------------------------------------------------------------------------------------- Current ratio to 1.0 2.3 2.4 2.5 Return on shareholders' average equity 11.0% 8.8% 5.8% Capital additions 5,929 5,793 4,060 Depreciation and amortization 3,714 3,003 3,031
* On the basis of year-end outstanding common shares. See Note 17 of Notes to Consolidated Financial Statements for Selected Quarterly Financial Data, including dividend payments on common shares. ROBINSON NUGENT, INC. AND SUBSIDIARIES 25
1992 1991 1990 1989 ------------------------------------------------- OPERATING RESULTS: - - ---------------------------------------------------------------------------------------------------------------- Net sales 50,759 53,061 55,031 53,149 Cost of sales 38,750 41,529 41,802 39,504 ------ ------ ------ ------ Gross profit 12,009 11,532 13,229 13,645 Selling, general and administrative expenses 10,985 11,153 12,724 11,531 Provision for restructuring -- -- -- -- Provision for plant consolidation -- -- -- -- Disposition of subsidiary -- -- -- -- ------------------------------------------------- Operating income (loss) 1,024 379 505 2,114 Other income (expense)-net 214 438 (259) 236 ------------------------------------------------- Income (loss) before income taxes, extraordinary item and change in accounting principle 1,238 817 246 2,350 Income taxes (benefit) 290 250 (450) 400 Extraordinary item - gain on fire insurance recovery -- -- -- -- Cumulative effect of change in accounting principle -- -- -- -- ------------------------------------------------- Net income (loss) 948 567 696 1,950 ------------------------------------------------- Return on net sales 1.9% 1.1% 1.3% 3.7% PER SHARE INFORMATION: - - ---------------------------------------------------------------------------------------------------------------- Net income (loss) .18 .10 .13 .33 Cash dividends .08 .08 .08 .08 Weighted average shares outstanding (in thousands) 5,315 5,315 5,296 5,840 Book value at year end* 5.52 5.17 5.34 4.96 BALANCE SHEET: - - ---------------------------------------------------------------------------------------------------------------- Working capital 17,431 16,210 16,595 14,609 Property, plant and equipment - net 15,506 15,216 16,077 15,843 Total assets 40,520 38,743 40,823 38,170 Long-term debt 3,409 3,234 3,589 3,519 Shareholders' equity 29,346 27,490 28,370 26,179 OTHER DATA: - - ---------------------------------------------------------------------------------------------------------------- Current ratio to 1.0 3.4 3.2 3.0 2.9 Return on shareholders' average equity 3.3% 2.0% 2.6% 6.3% Capital additions 2,382 2,488 1,994 1,036 Depreciation and amortization 2,809 2,897 2,752 3,100
26
1988 1987 1986 ----------------------------------- OPERATING RESULTS: - - -------------------------------------------------------------------------------------------------- Net sales 52,730 46,201 45,104 Cost of sales 37,673 34,467 35,953 ------ ------ ------ Gross profit 15,057 11,734 9,151 Selling, general and administrative expenses 10,736 10,563 10,586 Provision for restructuring -- 2,934 -- Provision for plant consolidation 1,700 -- Disposition of subsidiary -- -- 596 ----------------------------------- Operating income (loss) 2,621 (1,763) (2,031) ----------------------------------- Other income (expense)-net 593 (596) (286) Income (loss) before income taxes, extraordinary item and change in accounting principle 3,214 (2,539) (2,317) Income taxes (benefit) 800 (800) (1,200) Extraordinary item - gain on fire insurance recovery 1,379 -- -- Cumulative effect of change in accounting principle 160 -- -- ----------------------------------- Net income (loss) 3,953 (1,739) (1,117) ----------------------------------- Return on net sales 7.5% (3.8%) (2.5%) PER SHARE INFORMATION: - - -------------------------------------------------------------------------------------------------- Net income (loss) .57 (.25) (.16) Cash dividends .07 .06 .06 Weighted average shares outstanding (in thousands) 6,845 6,856 6,859 Book value at year end* 5.27 4.75 4.96 BALANCE SHEET: - - -------------------------------------------------------------------------------------------------- Working capital 22,806 20,146 17,981 Property, plant and equipment - net 18,571 17,949 20,708 Total assets 50,413 45,087 44,227 Long-term debt 4,273 4,667 4,450 Shareholders' equity 36,082 32,582 33,997 OTHER DATA: - - -------------------------------------------------------------------------------------------------- Current ratio to 1.0 3.5 3.9 4.5 Return on shareholders' average equity 11.5% (5.2%) (3.3%) Capital additions 4,512 2,373 2,546 Depreciation and amortization 3,393 3,988 4,168
ROBINSON NUGENT, INC. AND SUBSIDIARIES 27 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION NET SALES GROSS PROFIT GROSS PROFIT [BAR CHART] [BAR CHART] [BAR CHART] 1995 VS. 1994 Customer orders for the fiscal year ended June 30, 1995 were $82.3 million, up 18 percent over customer orders of $69.9 in the prior year. Sales in fiscal 1995 were $80.7 million, up 19 percent over sales of $67.6 million in the prior year. Pretax profits advanced to $5.6 million in fiscal 1995, an increase of 11 percent over $5.0 million pretax profit in the prior year. Net income for fiscal 1995 was $3.7 million, or 69 cents per common share, compared to $2.6 million or 49 cents per common share, in fiscal 1994. The operating results for 1994 included income in the second quarter of $1.0 million ($.6 million after related income taxes) from an out-of-court settlement of a lawsuit with a competitor for alleged breach of contract and the appropriation of trade secrets. The Company increased sales in all major markets in fiscal 1995. Sales growth was primarily the result of increased sales of newer products, a strengthened European operation, continued growth in the computer, network and communications markets, and the acquisition of Teckino Manufacturing b.v.b.a. ("Teckino"). Customer sales in the United States increased by 8 percent, or $3.7 million, and represented 60 percent of consolidated sales in 1995 compared to 66 percent in 1994. The increase in the United States reflects increased sales of the Company's high density connector lines. European sales increased by $7.1 million or 56 percent, and represented 25 percent of the Company's sales in 1995 compared to 19 percent in 1994. The increase in European sales reflects the growth in the Company's Scotland operation, improved European economic conditions and the recent acquisition of Teckino. Teckino, an engineering and manufacturing development company located in Belgium, was acquired in February 1995. This acquisition strengthens the Company's technical capabilities in Europe. Asia sales principally to Japan, Malaysia and Singapore increased by $1.5 million or 16 percent in fiscal 1995. The sales growth in Malaysia and Singapore continues to reflect the demand of the Company's U.S. customers with multi-national locations. To broaden the customer base in this region, the Company has expanded manufacturing operations in Malaysia and established an administrative, marketing and sales headquarters in Singapore. Gross profits of $21.4 million in fiscal 1995 increased by $3.4 million or 19 percent compared to fiscal 1994. Expressed as a percent of sales, gross profit was at 26.5 percent for both fiscal periods. The higher gross profit dollars were the result of the higher sales, improved margins on newer products and favorable manufacturing efficiencies at the plant level. Included in gross profit were expenditures for research, development and engineering of $3.1 million in 1995 compared to $2.5 million in 1994. The increase in engineering of $.6 million or 24 percent reflects the Company's continued commitment to develop new and improved products. Direct cost consisting of materials, direct production labor and associated production costs were down slightly as a percent of sales reflecting improved manufacturing efficiencies and a favorable product mix. Fixed costs decreased as a percent of sales reflecting the improved utilization of the Company's productive base. Selling, general and administrative expenses increased by $1.9 million or 14 percent in 1995 compared to 1994. The increase in expenses reflect the higher sales related expenses such as commissions, a full year expense for the Company's European headquarters operations and costs associated with the establishment of the Asia Pacific headquarters in Singapore. Selling, general and administrative expenses were $15.6 million, or 19.4 percent of net sales in 1995 and $13.7 million, or 20.3 percent of net sales in 1994. Other income (expense) in 1995 was a net expense of $.2 million compared to income of $.8 million in the prior 1994 fiscal year. Other income in 1994 included the out-of-court settlement of $1.0 million previously noted. In 1995 other income (expense) included $.3 million from currency exchange losses associated with the fluctuations of certain European currencies primarily in the third quarter of 1995, $.3 million of royalty income, and net interest expense of $.1 million. ROBINSON NUGENT, INC. AND SUBSIDIARIES 28 SELLING, GENERAL AND NET INCOME RETURN ON NET SALES ADMINISTRATIVE EXPENSES [BAR CHART] [BAR CHART] [BAR CHART] Provisions for income taxes in 1995 and 1994 were provided on the basis of effective rates in the respective countries. The effective rate of 33 percent in fiscal 1995 was lower than the 48 percent rate in the prior year. The decrease in the effective tax rate, when compared to the prior year, reflects a research and experimental tax credit recorded in 1995, and prior year results included significantly higher losses without recognition of tax benefits as compared to a marginal profit in the current year at the Company's Scotland operations. At such time as management is able to project the probable utilization of all or part of the net operating loss carry forward provision, the valuation allowance for the deferred tax asset will be reversed. 1994 VS 1993 Customer orders for the fiscal year ended June 30, 1994 were $69.9 million, up 18 percent over customer orders of $59.3 million in the prior fiscal year of 1993. Sales advanced to $67.6 million, an increase of 15 percent over net sales of $58.7 million in the prior fiscal year. Pretax profits in fiscal 1994 reached $5.0 million, an increase of 96 percent over $2.6 million in the prior year. Net income for fiscal 1994 was $2.6 million, or 49 cents per common share, compared to $1.7 million, or 31 cents per share, in fiscal 1993. Results of operations in fiscal 1993 included a pretax charge of $.6 million ($.4 million after related income tax benefits) that was recognized in the fourth quarter of the year for costs and expenses associated with the reorganization of the Company's European operation and the decision to shut down a cable assembly operation in Italy. The operating results for 1994 included pretax income in the second quarter of $1.0 million ($.6 million after related income taxes) from an out-of-court settlement of a lawsuit with a competitor for alleged breach of contract and the appropriation of trade secrets. Sales advanced in all major markets of the United States, Europe and Asia. Sales growth was attributable to increased sales of newer high-density connectors and sockets. Sales in the U.S. advanced by 14 percent, or $5.5 million, and represented 66 percent of consolidated sales in 1994 compared to 67 percent in 1993. Asia sales principally to Japan, Malaysia and Singapore advanced by $3.1 million, or 51 percent, in 1994 compared to an advance of 34 percent in 1993. Sales growth in Europe was one percent in 1994 reflecting a continued slowness in general economic conditions in major markets such as Germany and a reported negative market growth in all of Europe. The Company realized sales growth in the United Kingdom and Scandinavian countries. Sales growth in Malaysia and Singapore was in large part due to the presence of U.S. customers with multi-international locations. The Company expanded its production in Malaysia in 1994 to include additional high-volume product lines to serve both the Asia region and other territories on a world-wide basis. Gross profits improved in fiscal 1994 to $17.9 million, representing 26.5 percent of net sales, compared to $15.7 million, or 26.7 percent of net sales, in 1993. Expenditures for research, development and engineering which are charged against gross profits advanced to $2.5 million, or 3.7 percent of net sales in fiscal 1994 compared to $2.0 million, or 3.4 percent of net sales in 1993. The improved gross profits in 1994 were attributable to a higher volume of units sold and from sales of newer high-density sockets and connectors that generated higher margins. There was a decline in volume and prices on more mature product lines with the most significant effects realized on sales in Europe. Direct costs were relatively constant as a percent of net sales compared to results in 1993. Fixed costs such as depreciation of equipment declined as a percent of sales; other indirect manufacturing costs increased in dollars and as a percent of net sales. Selling, general and administrative expenses advanced by $1.7 million, or 14 percent, in 1994 compared to 1993. Costs increased in 1994 as a result of higher levels of commission expense on increased sales, advertising and promotion of new products, additional personnel, and higher ROBINSON NUGENT, INC. AND SUBSIDIARIES 29 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION EARNINGS PER SHARE BOOK VALUE RETURN ON SHAREHOLDER'S EQUITY [BAR CHART] [BAR CHART] [BAR CHART] administrative expenses in the planning and implementation of the reorganization of European operations. Selling, general and administrative expenses were $13.7 million, or 20.3 percent of net sales in 1994 and $12.0 million, or 20.5 percent of net sales in 1993. In May 1993, the Company announced its reorganization plans for European operations, including relocation of connector assembly operations from a facility in Switzerland to a newly-acquired facility in the Glasgow, Scotland area and establishment of a new European headquarters operation in Eindhoven, Netherlands. The manufacturing facility in Switzerland was downsized to produce connector components for use at other facilities. In connection with its overall strategy for Europe, the Company planned an orderly closing of a cable assembly operation in Italy with manufacturing of cable assemblies to be relocated to other facilities. The Company recognized a pretax charge of $.6 million ($.4 million after related tax benefits) in the fourth quarter of 1993 for the estimated costs related to the reduction in work force in Switzerland and Italy, write-down of assets in Italy and costs and expenses in the phase-out period of the operations in Italy. In September 1993, the cable assembly facility in Italy was engulfed with flood waters which damaged substantially all equipment and inventories. Outside subcontractors were engaged to complete critical sales contracts. Overall, the Company incurred a pretax charge of $.2 million in the first quarter of fiscal 1994 for unrecoverable losses and costs from the flood damages. Cable assembly manufacturing in Italy was discontinued in 1994. Other income in 1994 was $.8 million compared to an expense of $.5 million in 1993. Other income in 1994 included an out-of-court settlement with a competitor in the amount of $1.0 million. Conversely, other income (expense) in 1993 represented a charge to income of $.5 million, principally from currency transaction losses that were associated with devaluations of certain European currencies in the first quarter of 1993. Secondarily, the Company experienced a reduction in short-term investment income to a level of $.2 million in 1994, a reduction of 50 percent compared to $.4 million in 1993. This reduction was attributable to lower investment yields and a lower level of investments. Provisions for income taxes in 1994 and 1993 were provided on the basis of effective rates. The effective tax rate in 1994 advanced to 48 percent compared to 35 percent in 1993, principally as a result of losses without tax benefit at operations in Scotland. LIQUIDITY AND CAPITAL RESOURCES Working capital at June 30, 1995 was at $15.9 million compared to $15.0 million at June 30, 1994. The Company's current ratio at June 30, 1995 was 2.3 to 1 compared to 2.4 to 1 at June 30, 1994. Cash balances at June 30, 1995 were $2.5 million compared to $3.0 million at year end 1994. The Company borrowed funds during 1995 utilizing its bank lines of credit to finance the demands of the business and the acquisition of Teckino. The short-term borrowing level averaged $.2 million over the year and reached $.8 million at the highest level. The increase in other non cash components of working capital primarily reflects the growth in business. The Company's long-term debt as a percentage of shareholder equity was 11.4 percent at year end 1995 compared to 7.7 percent at year end 1994, reflecting the assumption long-term debt associated with the acquisition of Teckino. Capital expenditures for new equipment were $5.9 million in the fiscal year 1995 compared to $5.8 million in 1994. The capital investments primarily relate to the development and production of new products, manufacturing cost reduction programs and the expansion of production capabilities. The Company projects cash requirements for capital expenditures and working capital can be met from operations and available bank lines of credit, currently at $3.2 million. ROBINSON NUGENT, INC. AND SUBSIDIARIES 30 OPERATING RESULTS AS A PERCENTAGE OF NET SALES
1995 1994 1993 - - ------------------------------------------------------------------------------------- Net Sales 100.0% 100.0% 100.0% Cost of sales 73.5 73.5 73.3 ------------------------------------ Gross profit 26.5 26.5 26.7 Selling, general and administration expenses 19.4 20.3 20.5 Provision for restructuring -- -- 1.1 ------------------------------------ Operating income 7.1 6.2 5.1 Other income (expense) (.2) 1.2 (.8) ------------------------------------ Income before income taxes 6.9 7.4 4.3 Income taxes 2.3 3.5 1.5 ------------------------------------ Net income 4.6% 3.9% 2.8% - - -------------------------------------------------------------------------------------
STOCK PRICE RANGE AND DIVIDEND INFORMATION The following table sets forth the high/low closing price range per share of the Company's common shares, which are traded over the counter on the NASDAQ National Market System (NASDAQ Symbol: RNIC), and the cash dividends declared per share in each of the quarters during the past two fiscal years ended in June 30, 1995.
Price Range Cash Dividends - - ----------------------------------------------------------------------------------- FISCAL 1995 - - ----------------------------------------------------------------------------------- First quarter ended September 30 $6 7/8 - 5 3/8 $ .03 Second quarter ended December 31 8 7/8 - 6 3/8 .03 Third quarter ended March 31 9 3/8 - 7 5/8 .03 Fourth quarter ended June 30 9 1/2 - 6 7/8 .03 ----------------------------------------------------------------------------- Price Range Cash Dividends - - ---------------------------------------------------------------------------------- FISCAL 1994 - - ---------------------------------------------------------------------------------- First quarter ended September 30 $9 5/8 - 6 1/4 $ .03 Second quarter ended December 31 8 7/8 - 6 1/2 .03 Third quarter ended March 31 8 3/4 - 6 1/4 .03 Fourth quarter ended June 30 7 3/4 - 5 5/8 .03 -----------------------------------------------------------------------------
As of June 30, 1995, the Company had approximately 750 holders of record of its common shares. ROBINSON NUGENT, INC. AND SUBSIDIARIES 31 CONSOLIDATED BALANCE SHEETS IN THOUSANDS, EXCEPT SHARE DATA
June 30 Assets 1995 1994 1993 - - ----------------------------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 2,460 2,991 4,926 Receivables, less allowance for doubtful receivables of $651 in 1995, $697 in 1994 and $887 in 1993 12,209 10,539 9,325 Inventories 11,278 9,807 8,699 Other current assets 2,418 2,634 1,787 --------------------------- Total current assets 28,365 25,971 24,737 - - ----------------------------------------------------------------------------------- Property, plant and equipment, at cost less accumulated depreciation and amortization 24,609 19,344 15,871 Other assets 1,195 62 119 ------- ------ ------ Total assets $54,169 45,377 40,727 - - ----------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY - - ----------------------------------------------------------------------------------- Current liabilities: Current installments of long-term debt $ 924 341 974 Short-term bank borrowings 538 800 -- Accounts payable 6,131 5,356 4,315 Accrued expenses 4,456 3,689 3,682 Income taxes payable 441 771 986 --------------------------- Total current liabilities 12,490 10,957 9,957 Long-term debt, excluding current installments 4,143 2,408 2,166 Deferred income taxes 1,056 593 373 --------------------------- Total liabilities 17,689 13,958 12,496 Shareholders' equity: Common shares without par value Authorized 15,000,000 shares; issued 6,850,050 shares 20,896 20,775 20,775 Retained earnings 22,325 19,299 17,327 Equity adjustment from foreign currency translation 3,774 2,513 1,584 Employee stock purchase plan loans and deferred compensation (768) (1,094) (1,366) Less cost of common shares in treasury; 1,479,586 shares in 1995, 1,532,630 shares in 1994 and 1,535,130 shares in 1993 (9,747) (10,074) (10,089) --------------------------- Total shareholders' equity 36,480 31,419 28,231 --------------------------- Total liabilities and shareholders' equity $54,169 45,377 40,727 ---------------------------
See accompanying notes to consolidated financial statements. 32 ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME IN THOUSANDS, EXCEPT PER SHARE DATA
Years ended June 30, 1995 1994 1993 - - ----------------------------------------------------------------------------------- Net sales $80,679 67,557 58,671 Cost of sales 59,329 49,642 42,986 --------------------------- Gross profit 21,350 17,915 15,685 Selling, general and administrative expenses 15,586 13,727 12,039 Provision for restructuring -- -- 620 --------------------------- Operating income 5,764 4,188 3,026 Other income (expense): Interest income 134 192 366 Interest expense (262) (274) (314) Currency exchange loss (286) (39) (453) Settlement of lawsuit -- 1,000 -- Royalty income 295 -- -- Other (51) (38) (63) --------------------------- Total other income (expense) (170) 841 (464) --------------------------- Income before income taxes 5,594 5,029 2,562 Income taxes 1,855 2,410 900 --------------------------- Net income $ 3,739 2,619 1,662 - - ----------------------------------------------------------------------------------- Net income per common share $ .69 .49 .31 - - -----------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. ROBINSON NUGENT, INC. AND SUBSIDIARIES 33 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY IN THOUSANDS, EXCEPT PER SHARE DATA
Employees Stock Purchase Foreign Plan Loans Common shares Retained currency and Deferred Treasury shares Years ended June 30, 1995, 1994 and 1993 Shares Amount earnings translation Compensation Shares Amount - - -------------------------------------------------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1992 6,850 $20,775 16,090 2,570 -- (1,535) $(10,089) - - -------------------------------------------------------------------------------------------------------------------------------- Net income -- -- 1,662 -- -- -- -- Dividends ($.08 per share) -- -- (425) -- -- -- -- Equity adjustments from foreign currency translation -- -- -- (986) -- -- -- Stock purchase plan loans and deferred compensation -- -- -- -- (1,516) -- -- Stock purchase plan repayments -- -- -- -- 67 -- -- Amortization of deferred compensation -- -- -- -- 83 -- -- ------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1993 6,850 $20,775 17,327 1,584 (1,366) (1,535) $(10,089) - - -------------------------------------------------------------------------------------------------------------------------------- Net income -- -- 2,619 -- -- -- -- Dividends ($.12 per share) -- -- (638) -- -- -- -- Equity adjustments from foreign currency translation -- -- -- 929 -- -- -- Stock purchase plan loans and deferred compensation -- -- -- -- (81) -- -- Stock purchase plan repayments -- -- -- -- 95 -- -- Amortization of deferred compensation -- -- -- -- 155 -- -- Stock purchase plan terminations -- -- -- -- 103 -- -- Stock options exercised -- -- (9) -- -- 2 15 ------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1994 6,850 $20,775 19,299 2,513 (1,094) (1,533) $(10,074) - - -------------------------------------------------------------------------------------------------------------------------------- Net income -- -- 3,739 -- -- -- -- Dividends ($.12 per share) -- -- (640) -- -- -- -- Equity adjustments from foreign currency translation -- -- -- 1,261 -- -- -- Stock purchase plan repayments -- -- -- -- 91 -- -- Amortization of deferred compensation -- -- -- -- 153 -- -- Stock purchase plan terminations, including the gain on disposition of stock held by the plan trust -- 48 -- -- 82 -- -- Stock options exercised -- -- (73) -- -- 25 152 Investment in Teckino -- 73 -- -- -- 28 175 ------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1995 6,850 $20,896 22,325 3,774 (768) (1,480) $(9,747) - - --------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 34 ROBINSON NUGENT, INC. AND SUBSIDIARIES
Years ended June 30 CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994 1993 - - ------------------------------------------------------------------------------------- Net income $ 3,739 2,619 1,662 Adjustments to reconcile net income to net cash provided by operating activities: Provision for restructuring of operations -- -- 620 Depreciation and amortization 3,714 3,003 3,031 Losses from disposition of capital assets 71 81 46 Increase in receivables (1,330) (1,214) (1,679) Increase in inventories (1,136) (1,108) (835) (Increase) decrease in other current assets 350 (626) 366 Increase in accounts payable and accrued expenses 631 1,048 1,633 Decrease in income taxes payable (330) (215) (99) (Increase) decrease in deferred income taxes 197 102 (676) Employee stock purchase plan deferred compensation -- (33) (695) --------------------------- Net cash provided by operating activities 5,906 3,657 3,374 CASH FLOWS FROM INVESTING ACTIVITIES: - - ------------------------------------------------------------------------------------- Capital expenditures (5,929) (5,793) (4,060) Time deposits -- -- 2,983 Sale of capital assets -- -- 51 Investment in Teckino, net of cash acquired (186) -- -- Increase (decrease) in other assets (26) 57 18 ------------------------- Net cash used in investing activities (6,141) (5,736) (1,008) CASH FLOWS FROM FINANCING ACTIVITIES: - - ------------------------------------------------------------------------------------ Proceeds from short-term bank borrowings 738 3,200 -- Repayment of short-term bank borrowings (1,150) (2,400) -- Proceeds from long-term debt -- 2,034 -- Repayment of long-term debt (201) (2,688) (193) Cash dividends (640) (638) (425) Repayment of employee stock purchase plan loans 91 95 67 Employee stock purchase plan loans -- (48) (821) Proceeds from stock purchase plan terminations 130 -- -- Proceeds from exercised stock options 79 6 -- -------------------------- Net cash used in financing activities (953) (439) (1,372) EFFECT OF EXCHANGE RATE CHANGES ON CASH 657 583 (686) - - ------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (531) (1,935) 308 Cash and cash equivalents at beginning of year 2,991 4,926 4,618 Cash and cash equivalents at end of year $ 2,460 2,991 4,926 - - ------------------------------------------------------------------------------------- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES FOR YEAR ENDED JUNE 30, 1995: - - ------------------------------------------------------------------------------------- Fair value of assets acquired, other than cash $3,660 Liabilities assumed (2,164) Treasury shares (28,408) issued to former owners (248) Payable to former owners of acquired business (1,062) ------ Cash paid for Teckino $ 186 - - -------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. ROBINSON NUGENT, INC. AND SUBSIDIARIES 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN THOUSANDS, EXCEPT PER SHARE DATA NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - - -------------------------------------------------------------------------------- PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The assets, liabilities and operations of foreign subsidiaries have been generally translated into U.S. dollars in accordance with Statement of Financial Accounting Standards No. 52 - "Foreign Current Translation." STATEMENT OF CASH FLOWS. Cash and cash equivalents are defined as cash in banks and investment instruments having maturities of 91 days or less on their acquisition date. INVENTORIES. Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). PROPERTY, PLANT AND EQUIPMENT. Depreciation is provided by the straight-line method over the estimated useful lives of buildings, machinery, and equipment for financial reporting purposes. Depreciation expenses include the amortization of buildings capitalized under lease obligations in accordance with Statement of Financial Accounting Standards No. 13 - "Accounting for Leases." Depreciation expense was $3,530 in 1995, $2,848 in 1994, and $2,948 in 1993. INCOME TAXES. In 1994, the Company changed its accounting for income taxes to comply with the requirements of the Statement of Financial Accounting Standards (SFAS) No. 109 - "Accounting for Income Taxes." In 1993, the Company accounted for income taxes in accordance with the requirements of the Statement of Financial Accounting Standards (SFAS) No. 96. The adoption of SFAS No. 109 did not have a material effect on the consolidated financial position or results of operations. No U.S. Federal income taxes have been provided at June 30, 1995 on approximately $5,700 of accumulated earnings of non-U.S. subsidiaries since the Company plans to reinvest such amounts for an indefinite future period. RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development, and engineering expenditures for creation and application of new and improved products and manufacturing processes were approximately $3,100 in 1995, $2,500 in 1994, and $2,000 in 1993. Research, development and engineering costs are charged to operations as incurred. GOVERNMENT INCENTIVE GRANTS. The Company received grants for its establishment of manufacturing operations in Scotland in 1994, consisting of reimbursement of employee training and hiring costs during start-up of operations and employment of certain personnel, which aggregated $270. In addition, the Company will receive a grant related to expected capital expenditures for equipment and machinery over the period of 1994-1997. The Company's policy is to recognize this capital expenditure grant over the estimated useful life of the equipment and machinery. The financial statements include grant income of approximately $239 in 1995, and $160 in 1994. COMMON SHARE DATA. Per common share data are based on the weighted average number of common shares outstanding plus common share equivalents resulting from dilutive stock options. (see note 12). The number of shares used in computing per common share data was 5,382,998 in 1995, 5,367,892 in 1994, and 5,331,459 in 1993. NOTE 2 REORGANIZATION OF OPERATIONS AND FLOOD LOSSES - - -------------------------------------------------------------------------------- In May 1993, the Company initiated plans to relocate certain manufacturing operations from facilities in Switzerland to leased facilities in Scotland and to establish a new European headquarters in the Netherlands. The Company also announced the closing of a cable assembly operation in Italy. The financial statements for 1993 included a pretax charge of $620 for the costs related to the reduction in work force in Italy and Switzerland, and a provision for write down of assets and expected costs and expenses during the period of closings. As of June 30, 1995 all of the $620 provision has been expended. In September 1993, the cable assembly facilities in Italy were damaged by a flood. The financial statements for 1994 include a pretax charge of $150 for unrecoverable losses and costs from damaged assets and interruption of operations. NOTE 3 SETTLEMENT OF LAWSUIT - - -------------------------------------------------------------------------------- In December 1993, the Company recognized pretax income of $1,000 ($620 after related income taxes) from an out-of-court settlement of a lawsuit related to damage claims against a competitor. 36 ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTE 4 ACQUISITION OF TECKINO MANUFACTURING B.V.B.A. - - -------------------------------------------------------------------------------- On February 21, 1995, the Company acquired 100% of Teckino Manufacturing b.v.b.a. ("Teckino"), an engineering and manufacturing development company, for $1,538. The purchase agreement required a payment of $228 in cash plus $248 of company stock (28,408 shares at $8.75 per share) at closing. In addition, the agreement provides for future payments at various dates through February 1998 totaling $1,062 ($619 before interest imputed at 8%, plus $605 before interest imputed at 8% of company stock, with shares to be determined based upon the value of company stock at date of payment). Based upon an $8.75 per share market price of company stock, the Company estimates total additional future company shares to be issued in payment of the purchase price will be approximately 70,000 shares. The acquisition has been accounted for by the purchase method of accounting and the results of operations of Teckino have been included in the accompanying consolidated financial statements since date of acquisition. The excess of the purchase price over the fair value of net assets acquired was $923. This amount has been included in other assets and will be amortized by the straight line method over ten years. Amortization expense was $31 in 1995. On an unaudited pro forma basis, assuming the purchase of Teckino had occurred on July 1, 1993, net sales would have increased approximately $3,100 in 1995 and $1,800 in 1994, whereas net income and net income per common share would not have been significantly different from reported amounts.
NOTE 5 INVENTORIES - - -------------------------------------------------------------------------------- Inventories consist of the following: 1995 1994 1993 - - -------------------------------------------------------------------------------- Finished goods $ 2,687 2,729 2,243 Work in process 6,861 5,774 4,987 Raw material and supplies 1,730 1,304 1,469 --------------------------- Total $11,278 9,807 8,699 ------------------------------------------------------------------------------
A portion of the gold and gold content in inventories is provided under a consignment agreement with a bank. Under terms of the gold consignment agreement, the Company has pledged certain inventories with gold content as collateral. Such inventories were approximately $348 at June 30, 1995.
NOTE 6 PROPERTY, PLANT AND EQUIPMENT - - -------------------------------------------------------------------------------- A summary of property, plant and equipment follows: 1995 1994 1993 - - -------------------------------------------------------------------------------- Land $ 839 793 793 Buildings 13,379 11,663 10,963 Machinery and equipment 45,262 37,725 31,753 ---------------------------- 59,480 50,181 43,509 Less accumulated depreciation and amortization 34,871 30,837 27,638 ---------------------------- Total $24,609 19,344 15,871 ------------------------------------------------------------------------------
NOTE 7 ACCRUED EXPENSES - - -------------------------------------------------------------------------------- A summary of accrued expenses follows: 1995 1994 1993 - - -------------------------------------------------------------------------------- Compensation $ 1,129 1,266 1,594 Commissions 798 603 495 Distributor allowances 683 601 401 Pension and retirement plans 22 280 309 State and local taxes 347 299 230 Other 1,477 640 653 ---------------------------- Total $ 4,456 3,689 3,682 ------------------------------------------------------------------------------
22 ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTE 8 SHORT-TERM AND LONG-TERM DEBT - - -------------------------------------------------------------------------------- At June 30, 1995, the Company had unused bank lines of credit totaling approximately $3,200 for working capital purposes. Interest, at rates ranging from 7.6 to 10.0%, is generally payable monthly and the lines of credit are renewable on an annual basis. ROBINSON NUGENT, INC. AND SUBSIDIARIES 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN THOUSANDS, EXCEPT PER SHARE DATA NOTE 8 SHORT-TERM AND LONG-TERM DEBT (CONTINUED) - - --------------------------------------------------------------------------------
Long-term debt consists of the following: 1995 1994 1993 ------------------------------------------------------------------------------ United States' obligations: 8.125% capitalized lease obligations under economic development first mortgage revenue bonds, payable monthly through November 1996 $ 147 247 339 Obligation under purchase agreement for the acquisition of Teckino, interest imputed at 8%, payable at various dates through February 1998 1,062 -- -- Foreign obligations: 6.875% fixed rate real estate mortgage, payable in annual installments through 2004, with interest 2,522 2,175 -- Variable rate real estate mortgages paid in 1994, interest, 6 3/4 - 7 3/4% -- -- 2,442 10.3% fixed rate real estate mortgage, payable in quarterly installments through 2000 433 -- -- 7.65% fixed rate real estate mortgage payable in quarterly installments through 2001 289 -- -- 10.0% capitalized lease obligation, payable to bank in monthly installments through 2002 314 327 359 Other long term debt 300 -- -- --------------------------- Total 5,067 2,749 3,140 Less current installments of long-term debt 924 341 974 --------------------------- Long term debt $ 4,143 2,408 2,166 ------------------------------------------------------------------------------
The aggregate maturities of long-term debt for the five years ending June 30, 2000, amount to $924 in 1996, $883 in 1997, $944 in 1998, $449 in 1999, $454 in 2000 and $1,413 thereafter. Total interest paid under long-term debt agreements was $237 in 1995, $273 in 1994, and $309 in 1993. Property, plant and equipment with an approximate net book value of $7,917 is pledged as collateral under the various long-term debt agreements. NOTE 9 INCOME TAXES - - -------------------------------------------------------------------------------- As of July 1, 1993, the Company adopted SFAS No. 109 - "Accounting for Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. In estimating future tax consequences, SFAS No. 109 generally considers all expected future events other than enactments of changes in the tax laws or rates. The Company accounted for income taxes in accordance with SFAS No. 96 for 1993, which applied an asset and liability approach that gave no recognition to future events other than the likely recovery of assets and settlement of liabilities at their carrying amounts. The provision (benefit) for income taxes follows:
1995 1994 1993 - - -------------------------------------------------------------------------------- Current: Federal $1,173 1,893 1,322 State 245 188 161 Foreign 240 227 93 --------------------------- Total current 1,658 2,308 1,576 Deferred: Federal 197 120 (536) State (15) 2 (74) Foreign 15 (20) (66) --------------------------- Total deferred 197 102 (676) --------------------------- Total $1,855 2,410 900 - - --------------------------------------------------------------------------------
38 ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTE 9 INCOME TAXES (CONTINUED) - - -------------------------------------------------------------------------------- The following reconciles income taxes computed at the U.S. Federal statutory rate to income taxes reported for financial reporting purposes:
1995 1994 1993 -------------------------------------------------------------------------------- Income tax expense at statutory rate $1,902 1,710 873 Non-U.S. tax exempt (earnings) losses (213) 503 36 Tax exempt earnings of FSC (139) (78) (55) Foreign taxes 255 207 26 State and local taxes, net of U.S. Federal income tax 152 125 57 Research and experimentation credit (165) -- -- Other 63 (57) (37) --------------------------- Income taxes as reported $1,855 2,410 900 ---------------------------------------------------------------------------------
No U.S. Federal income taxes have been provided at June 30, 1995, on approximately $5,700 of accumulated earnings of certain foreign subsidiaries since the Company plans to reinvest such amounts for an indefinite future period. The Company made income tax payments of $1,805 in 1995, $2,580 in 1994, and $1,492 in 1993. The net current and non-current components of deferred income taxes recognized in the balance sheet at June 30 follows:
1995 1994 - - -------------------------------------------------------------------------------- Net current assets $ 851 879 Net non-current liabilities 1,056 593 ----------------- Net assets (liabilities) $ (205) 286 ------------------------------------------------------------------------------
The tax effect of the significant temporary differences which comprise the deferred tax assets and liabilities at June 30 follows:
1995 1994 ------------------------------------------------------------------------------ Deferred tax assets: Net operating loss carryforwards $ 501 450 Employee compensation and benefits 306 327 Inventories and other current assets 311 410 State and local income taxes, net of U.S. Federal income tax (benefit) 68 47 Other accrued expenses 90 38 ----------------- Total deferred tax assets 1,276 1,272 ----------------- Deferred tax liabilities: Depreciation and amortization (894) (445) Foreign taxes (86) (74) Deferred tax on DISC earnings -- (17) ---------------- Total deferred tax liabilities (980) (536) ---------------- Net deferred tax assets before valuation allowance 296 736 Deferred tax asset valuation allowance (501) (450) ---------------- Net deferred tax assets (liabilities) $(205) 286 ------------------------------------------------------------------------------
ROBINSON NUGENT, INC. AND SUBSIDIARIES 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN THOUSANDS, EXCEPT PER SHARE DATA NOTE 9 INCOME TAXES (CONTINUED) - - -------------------------------------------------------------------------------- At June 30, 1995, certain foreign subsidiaries have accumulated net operating loss carryforwards of approximately $2,000. Management is unable at this time to project as being more probable than not future taxable income which will utilize these loss carryforwards. As a result, a valuation allowance was established in the amount of $501 and $450 for fiscal years 1995 and 1994, respectively. The tax benefit of these carryforwards will be recognized when management is able to project future taxable income of these foreign subsidiaries. The change in the deferred income tax liability represents the effect of changes in the amounts of temporary differences. The tax effect of changes in those temporary differences are presented below:
1995 1994 1993 ------------------------------------------------------------------------------ Depreciation and amortization $(181) 6 (117) State and local income taxes, net of U.S. Federal income tax (benefit) 21 5 (54) Accrued expenses 45 169 (478) Deferred tax on DISC earnings 17 (17) (16) Foreign tax -- -- (66) Minimum tax credit -- -- 15 Inventories and other current assets (99) (61) 40 -------------------------- Total (197) 102 (676) Basis differential related to the acquisition of Teckino (294) -- -- -------------------------- Total $(491) 102 (676) ---------------------------------------------------------------------------
NOTE 10 LEASED ASSETS AND LEASE COMMITMENTS - - -------------------------------------------------------------------------------- The consolidated financial statements include land and buildings under capital leases as follows:
1995 1994 1993 ------------------------------------------------------------------------------ Land and buildings $1,742 1,596 1,602 Less accumulated amortization 564 489 458 -------------------------- Net assets under capitalized leases $1,178 1,107 1,144 ------------------------------------------------------------------------------
The Company leases office and plant facilities, automobiles, computer systems, and certain other equipment under noncancelable operating leases, which expire at various dates. Taxes, insurance, and maintenance expenses are normally obligations of the Company. Rental expenses charged to operations under operating leases amounted to $1,109 in 1995, $888 in 1994, and $996 in 1993. A summary of future minimum lease payments follows:
Year ending June 30 CAPITAL OPERATING LEASES LEASES ------------------------------------------------------------------------------ 1996 $ 181 1,188 1997 103 871 1998 64 686 1999 64 537 2000 64 458 Later Years 101 858 ---------------------------- Total minimum lease payments 577 4,598 ------- Less amount representing interest 116 ------- Present value of net minimum lease payments (included in long-term debt) $ 461 ------------------------------------------------------------------------------
40 ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTE 11 EMPLOYEE BENEFITS - - -------------------------------------------------------------------------------- The Company has a defined contribution pension plan and a defined contribution 401(k) plan for eligible employees in the U.S. Annual contributions by the Company to the defined contribution pension plan are based upon specified percentages of the annual compensation of participants. Under the terms of the 401(k) plan, employees may contribute a portion of their compensation to the plan and the Company makes matching contributions up to a specified level. The contributions charged to expense under the defined contribution plans were $433 in 1995, $401 in 1994, and $326 in 1993. Personnel in Europe and Asia are provided retirement benefits under various programs which are regulated by foreign law. Annual contributions are generally regulated in amount and shared equally by the Company and its employees. The Company's share of annual contributions to the aforementioned foreign defined contribution plans was $346 in 1995, $173 in 1994, and $133 in 1993. NOTE 12 STOCK OPTION PLANS - - -------------------------------------------------------------------------------- In September 1993, a stock option plan for eligible employees and nonemployee directors was adopted by the Board of Directors and subsequently approved, in November 1993, by the shareholders of the Company. The new plan replaced plans that expired in April 1993. Under the terms of the new plan, the Board of Directors is authorized to grant options in the aggregate of 500,000 common shares of the Company to eligible employees and a predetermined annual number of shares to nonemployee directors at prices not less than the market value at the date of grant. Options are exercisable within the period prescribed by the Board of Directors at the time of grant, but not later than ten years from the date of grant. Terms and conditions of the new plan are similar to those of the expired plans. At June 30, 1995, the Company had outstanding stock options for 291,197 common shares of the Company. The following is a summary of the option transactions under the expired plans and the new plan adopted in 1993.
1995 Shares Option price per share ------------------------------------------------------------------------------ Shares under option at beginning of year 260,147 $ 6.92 Granted 88,600 7.77 Expired (3,500) 13.93 Cancelled (29,414) 8.26 Exercised (24,636) 4.57 ------- Shares under option at end of year 291,197 7.16 - - --------------------------------------------------------------------------------- 1994 Shares Option price per share ------------------------------------------------------------------------------ Shares under option at beginning of year 227,647 $ 7.52 Granted 69,000 8.71 Expired (23,500) 16.16 Cancelled (10,500) 11.94 Exercised (2,500) 2.50 ------- Shares under option at end of year 260,147 6.92 ------------------------------------------------------------------------------ 1993 Shares Option price per share ------------------------------------------------------------------------------ Shares under option at beginning of year 271,669 $ 7. 65 Granted -- -- Expired (43,022) 11.72 Cancelled (1,000) 15.50 Exercised -- -- ------- Shares under option at end of year 227,647 7.52 ------------------------------------------------------------------------------
At June 30, 1995, a total of 170,997 shares at an average option price per share of $6.56 were exercisable and 348,200 shares were available for future grants. ROBINSON NUGENT, INC. AND SUBSIDIARIES 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN THOUSANDS, EXCEPT PER SHARE DATA NOTE 13 STOCK PURCHASE PLAN - - -------------------------------------------------------------------------------- In 1993, the Company adopted an employee stock purchase plan for key employees that provides for participants of the plan to purchase common shares of the Company on the open market through an independent trustee. The plan permitted the Board of Directors to authorize interest-free loans to assist the participants to purchase such stock. Shares are held in trust as collateral for the loans, which are payable by the participants of the plan over a period not to exceed ten years. The plan also provides for participants to receive from the Company, a matching number of common shares of the Company, based upon a vesting schedule and the participants' level of purchased shares. The plan terminated in 1994 with respect to new participation. The loans ($547 in 1995, $660 in 1994, and $754 in 1993) and deferred compensation charges ($221 in 1995, $434 in 1994, and $612 in 1993) associated with the plan are classified as a reduction of shareholders' equity. The amortization of the deferred compensation charged to expense was $153 in 1995, $155 in 1994, and $83 in 1993. NOTE 14 SHAREHOLDER RIGHTS PLAN - - -------------------------------------------------------------------------------- The Company adopted a shareholder rights plan in April 1988 for the purpose of deterring coercive or unfair takeover tactics and encouraging a potential acquirer to negotiate with the Board of Directors before attempting to gain control of the Company. Under the terms of the plan, rights to purchase additional common shares were distributed as a dividend to shareholders of record on May 6, 1988, and will be distributed with respect to shares which are issued after May 6, 1988. The rights are attached to each issued and outstanding share and expire on April 15, 1998. At issuance, the rights are not exercisable and are not detachable from common shares. Accordingly, the rights do not provide any immediate value to shareholders. The Company may redeem the rights for one cent per right at any time prior to becoming exercisable. The rights become exercisable ten days after public disclosure that a person acquired 20 percent or more, or commenced a tender offer or exchange offer for 30 percent or more, of the issued and outstanding common shares, unless such acquisition or tender offer was approved in advance by the disinterested directors of the Company. Thereafter, the rights will trade separately from the common shares, and separate certificates representing the rights will be issued. Each right grants an eligible holder the right to purchase for $40.00 additional common shares of the Company, or in the event of certain mergers or business combinations, additional shares of the survivor's common shares. The number of common shares to be issued upon exercise of a right is based upon the then current market value of the common shares, subject to certain adjustments. Effective September 5, 1995, Bank One, Indiana, N.A., resigned as transfer agent for the Company and as rights agent, and Harris Trust and Savings Bank was appointed by the Company as successor rights agent pursuant to the terms of the Rights Agreement. NOTE 15 SIGNIFICANT CUSTOMER - - -------------------------------------------------------------------------------- During 1995, the Company had sales of approximately $8,900 to a single customer which was in excess of 10% of total net sales. At June 30, 1995, the Company had accounts receivable from this customer of approximately $700. No sales to a single customer exceeded 10% of total sales in 1994 or 1993. NOTE 16 BUSINESS SEGMENT AND FOREIGN SALES - - -------------------------------------------------------------------------------- The Company operates within the electronic connectors segment of the electronics industry. Products are sold throughout the world for use by manufacturers of computers, telecommunications equipment, automobiles, industrial controls, medical instrumentation, and a wide variety of other products to interconnect components of electronic systems. The sales and marketing operations outside the United States are conducted in Japan, Malaysia, Singapore, Great Britain, Germany, France, Sweden and Italy. During 1995, the Company had manufacturing operations located in the United States, Switzerland, Scotland, Belgium, and Malaysia. 42 ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTE 16 BUSINESS SEGMENT AND FOREIGN SALES (CONTINUED)
SALES 1995 1994 1993 - - -------------------------------------------------------------------------------- UNITED STATES Domestic $47,724 44,031 38,823 Export: Europe 2,176 958 390 Asia 4,987 5,931 2,700 Rest of World 1,625 833 650 -------------------------- Total sales to customers 56,512 51,753 42,563 Intercompany 5,544 2,713 2,261 -------------------------- Total United States 62,056 54,466 44,824 - - -------------------------------------------------------------------------------- EUROPE Domestic 17,613 11,711 12,164 Export: Asia 2,908 2,352 2,462 Rest of World 20 20 41 ------------------------- Total sales to customers 20,541 14,083 14,667 Intercompany 3,495 3,234 2,015 ------------------------- Total Europe 24,036 17,317 16,682 - - -------------------------------------------------------------------------------- ASIA Domestic 2,711 838 862 Export to U.S. 915 883 579 ------------------------ Total sales to customers 3,626 1,721 1,441 Intercompany 1,018 441 205 ------------------------ Total Asia 4,644 2,162 1,646 - - -------------------------------------------------------------------------------- Eliminations (10,057) (6,388) (4,481) -------------------------- Consolidated $80,679 67,557 58,671 - - -------------------------------------------------------------------------------- IDENTIFIABLE ASSETS - - -------------------------------------------------------------------------------- United States $39,668 33,145 28,338 Europe 21,584 15,443 14,911 Asia 3,562 1,544 1,390 Eliminations (10,645) (4,755) (3,912) -------------------------- Consolidated $54,169 45,377 40,727 - - -------------------------------------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES - - -------------------------------------------------------------------------------- United States $ 5,126 6,442 3,367 Europe 288 (1,743) (878) Asia 180 330 73 -------------------------- Consolidated $ 5,594 5,029 2,562 - - --------------------------------------------------------------------------------
Intercompany sales of finished products were generally priced to "share" profits based upon current market conditions. Items requiring further processing were priced at cost plus a fixed percentage. ROBINSON NUGENT, INC. AND SUBSIDIARIES 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN THOUSANDS, EXCEPT PER SHARE DATA NOTE 17 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - - --------------------------------------------------------------------------------
Three months ended For the year ended June 30, 1995 Sept. 30, Dec. 31, Mar. 31, June 30, 1994 1994 1995 1995 Total - - -------------------------------------------------------------------------------- Net sales $19,603 18,921 20,434 21,721 80,679 Gross profit $ 5,569 5,269 5,066 5,446 21,350 Net income $ 1,098 937 742 962 3,739 - - -------------------------------------------------------------------------------- Net income per common share $ .20 .17 .14 .18 .69 - - -------------------------------------------------------------------------------- Dividends $ .03 .03 .03 .03 .12 - - -------------------------------------------------------------------------------- Three months ended For the year ended June 30, 1994 Sept. 30, Dec. 31, Mar. 31, June 30, 1993 1994 1995 1994 Total - - -------------------------------------------------------------------------------- Net sales $15,712 15,480 17,606 18,759 67,557 Gross profit $ 4,583 4,164 4,729 4,439 17,915 Net income $ 599 1,074 635 311 2,619 - - -------------------------------------------------------------------------------- Net income per common share $ .11 .20 .12 .06 .49 - - -------------------------------------------------------------------------------- Dividends $ .03 .03 .03 .03 .12 - - --------------------------------------------------------------------------------
Net income in the fourth quarter of 1995 reflected approximately $400 of tax benefits resulting from the utilization of foreign net operating loss carryforwards generated in prior quarters, and from a research and experimental tax credit in the United States. In the quarter ended December 31, 1993, the Company recognized pretax income of $1,000 ($620 after related income taxes) from the settlement of a lawsuit. 44 ROBINSON NUGENT, INC. AND SUBSIDIARIES REPORT OF MANAGEMENT To the Shareholders of Robinson Nugent, Inc.: The management of Robinson Nugent, Inc., is responsible for the preparation, presentation, and integrity of the consolidated financial statements and other information included in this annual report. The consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles and, as such, include amounts based on management's best estimates and judgements. The 1995 consolidated financial statements have been audited by Coopers & Lybrand L.L.P., independent accountants. Their audit was made in accordance with generally accepted auditing standards and included such reviews and tests of the Company's internal accounting controls as they considered necessary. The Company maintains a system of internal accounting controls designed to provide reasonable assurance at reasonable cost that Company assets are protected against loss or unauthorized use and that transactions and events are properly recorded. The Board of Directors, through its Audit Committee, comprised solely of directors who are not employees of the Company, meets with management, the internal audit staff, and the independent accountants to assure that each is properly discharging its respective responsibilities. The independent accountants have free access to the Audit Committee, without management present, to discuss the results of their work and their assessment of the adequacy of internal accounting controls and the quality of financial reporting. /s/Larry W. Burke /s/A. J. Accurso Larry W. Burke Anthony J. Accurso President and Vice President, Treasurer, and Chief Executive Officer Chief Financial Officer September 15, 1995 REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors and Shareholders of Robinson Nugent, Inc.: We have audited the accompanying consolidated balance sheets of Robinson Nugent, Inc. and Subsidiaries, as of June 30 1995, 1994 and 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Robinson Nugent, Inc. and Subsidiaries as of June 30, 1995, 1994, and 1993, and the results of their operations and their cash flows for each of the three years then ended in conformity with generally accepted accounting principles. /s/Coopers & Lyband L.L.P. Louisville, Kentucky August 4, 1995 ROBINSON NUGENT, INC. AND SUBSIDIARIES 45 CORPORATE INFORMATION BOARD OF DIRECTORS - - -------------------------------------------------------------------------------- SAMUEL C. ROBINSON Chairman of the Board, Robinson Nugent, Inc. LARRY W. BURKE President and Chief Executive Officer Robinson Nugent, Inc. PATRICK C. DUFFY Independent Investor & Business Advisor RICHARD L. MATTOX Secretary, Robinson Nugent, Inc. Mattox & Mattox, New Albany, Indiana DIANE T. MAYNARD Management Consultant Louisville, Kentucky LAWRENCE MAZEY Commercial Land Devoper, New Albany, Indiana RICHARD W. STRAIN President and Chief Executive Officer Verigen, Inc. Scottsdale, Arizona JERROL Z. MILES Senior Vice President National City Bank, Kentucky Louisville, Kentucky JAMES W. ROBINSON Chairman & Treasurer (Retired) Robinson Nugent, Inc. CORPORATE OFFICERS - - -------------------------------------------------------------------------------- SAMUEL C. ROBINSON Chairman of the Board THOMAS E. MERTEN Vice President of Marketing LARRY W. BURKE President and Chief Executive Officer W. MICHAEL COUTU Vice President of Operations Anthony J. Accurso Vice President, Treasurer and Chief Financial Officer RICHARD L. MATTOX Secretary LEGAL COUNSEL - - -------------------------------------------------------------------------------- MATTOX & MATTOX New Albany, Indiana INDEPENDENT ACCOUNTANTS - - -------------------------------------------------------------------------------- COOPERS & LYBRAND L.L.P. Louisville, Kentucky INVESTOR INFORMATION - - -------------------------------------------------------------------------------- FORM 10-K A copy of Robinson Nugent, Inc. Form 10-K Annual Report to the Securities and Exchange Commission for the year ended June 30, 1995, may be obtained without charge by any shareholder of the Company by written request to the Treasurer at the corporate headquarters. TRANSFER AGENT AND REGISTRAR Harris Trust and Savings Bank Shareholder Services P.O. Box A3504 Chicago, Illinois 60690 For change of address, lost dividend checks or lost stock certificates, write or call the above and direct your inquiry to: Corporate Trust Department at (312) 461-4912 SECURITY ANALYST CONTACT Larry W. Burke, President and Chief Executive Officer, (812) 945-0211 46 ROBINSON NUGENT, INC. AND SUBSIDIARIES MANUFACTURING FACILITIES NORTH AMERICA USA ROBINSON NUGENT, INC. 800 East Eighth Street New Albany, IN 47150 (812) 945-0211 ROBINSON NUGENT DALLAS, INC. 2640 Tarna Drive Dallas, TX 75229 (214) 241-1738 CABLELINK, INCORPORATED 311 Childers Street Kings Mountain, NC 28086 (704) 739-7473 CABLELINK-CALIFORNIA 41946 Christy Street Fremont, CA 94538 (510) 226-1906 EUROPE SCOTLAND ROBINSON NUGENT (SCOTLAND) LIMITED 4 Fountain Avenue Inchinnan Business Park Inchinnan, Renfrew PA4 9RQ 44 141-812-1111 SWITZERLAND ROBINSON NUGENT, S.A. 6, rue Saint-Georges 2800 Del mont 41 66-21-8218 BELGUIM TECKINO MANUFACTURING B.V.B.A. Heikant 21 3930 Harmont-Achel 32 11-663628 ASIA MALAYSIA ROBINSON NUGENT DBA CABLELINK (MALAYSIA) SDN. BHD. Plot 10. 16, Jalan Pknk 1/2 Sungai Petani Industrial Estate 0800 Sungai Petani Kedah, Malaysia 60 4-411703 ROBINSON NUGENT (MALAYSIA) SDN. BHD. Plot 10. 15, Jalan Pknk 1/2 Sungai Petani Industrial Estate 0800 Sungai Petani Kedah, Malaysia 60 4-411703 SALES OFFICES - - ------------------------------------------------------------------------------- NORTH AMERICA USA 800 East Eighth Street New Albany, IN 47150 (812) 945-0211 One NBD Plaza, Suite #304, Lake Zurich, IL 60047 (708) 438-0606 2640 Tarna Drive Dallas, TX 75229 (214) 241-1738 41946 Christy Street Fremont, CA 94538 (415) 226-1900 EUROPE FRANCE ROBINSON NUGENT, SARL Zac de la Sabliere 4, rue Maryse Bast, 91430 Igny (Paris) 33 1 69-85-5000 UNITED KINGDOM ROBINSON NUGENT, LTD. Unit 9A, Intec Two, Wade Road Basingstoke, Hampshire, RG. 24 One (London) 44 256-842626 GERMANY ROBINSON NUGENT, GMBH Ziegelstrasse 28-1 7032 Sindelfingen (Stuttgart) 49 703-195080 ITALY ROBINSON NUGENT Via Fidelina, 2 20061 Carugate (Milano) 39 2 92150404 NETHERLANDS ROBINSON NUGENT (EUROPE) B.V. Pettelaarpark 24 5216 PD s-Hertogenbosch 31 4990-75755 SWEDEN ROBINSON NUGENT NORDIC Gunnebogatan 30 Box 3009 16303 Spanga 46 8-761-8770 ASIA JAPAN NIHON ROBINSON NUGENT, K.K. 2F, Bldg. No. 1, 1 Higashikata-cho Tsuzuki-ku Yokohama 224, Japan 81 45-474-2824 SINGAPORE ROBINSON NUGENT ASIA PACIFIC PTE LTD 268 Orchard Road #08-07 Singapore 238856 65 235-9755 ROBINSON NUGENT, INC. AND SUBSIDIARIES 47 EX-21 4 EXHIBIT 21--SUBSIDIARIES EXHIBIT 21 JURISDICTION NAME OF ORGANIZATION ---- --------------- Cablelink, Incorporated Indiana RNL, Inc. Indiana Robinson Nugent-Dallas, Inc. Texas Robinson Nugent, S.A.R.L. France Robinson Nugent, GmbH Germany Robinson Nugent, Ltd. Great Britain Nihon Robinson Nugent K.K. Japan Robinson Nugent dba Cablelink Malaysia (Malaysia) Sdn. Bhd. Robinson Nugent (Malaysia) Sdn. Bhd. Malaysia Robinson Nugent, S.A. Switzerland Robinson Nugent (Scotland) Limited Scotland Robinson Nugent International, Inc. Virgin Islands Robinson Nugent (Europe) B.V. Netherlands Teckino Manufacturing, B.V.B.A. Belgium Robinson Nugent (Asia Pacific) Pte. Singapore Ltd. Robinson Nugent Nordic, filial Sweden till Robinson Nugent (Europe) B.V. The Netherlands 48 EX-23 5 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Robinson Nugent, Inc. on Form S-8 (File No. 33-3822) of our report dated August 4, 1995 on our audits of the consolidated financial statements and the financial statement schedule of Robinson Nugent, Inc. as of June 30, 1995, 1994 and 1993 and for the years ended June 30, 1995, 1994 and 1993, which report is included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Louisville, Kentucky September 24, 1995 49 EX-27 6 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ROBINSON NUGENT, INC. 10-K FOR THE YEAR ENDING JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS JUN-30-1995 JUL-01-1994 JUN-30-1995 2,460 0 12,860 651 11,278 28,365 59,480 34,871 54,169 12,490 4,143 20,896 0 0 15,584 54,169 80,679 80,679 59,329 59,329 15,586 0 262 5,594 1,855 3,739 0 0 0 3,739 .69 .69
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