-----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, UeZmIE3FZAGhgUfuk9+tqynaGAKJhBwnvRknGIs+LeGANqkTPwCoE9dC07AP+I1h /mG/euEt7umyzOoQpOvfDg== 0000912057-95-009756.txt : 19951119 0000912057-95-009756.hdr.sgml : 19951119 ACCESSION NUMBER: 0000912057-95-009756 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON NUGENT INC CENTRAL INDEX KEY: 0000276747 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 350957603 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09010 FILM NUMBER: 95590431 BUSINESS ADDRESS: STREET 1: 800 E EIGHTH ST STREET 2: PO BOX 1208 CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 BUSINESS PHONE: 8129450211 MAIL ADDRESS: STREET 1: PO BOX 1208 CITY: NEW ALBANY STATE: IN ZIP: 47151 10-Q 1 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 ----------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ----------------- Commission File Number 0-9010 ------------------------------------------------ ROBINSON NUGENT, INC. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 35-0957603 - -------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 East Eighth Street, New Albany, Indiana 47151-1208 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 945-0211 ---------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: As of October 31, 1995, the registrant had outstanding 5,390,408 common shares without par value. The Index to Exhibits is located at page 12 in the sequential numbering system. Total pages: 14. (1) ROBINSON NUGENT, INC. AND SUBSIDIARIES INDEX Page No. -------- PART I. FINANCIAL INFORMATION: ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 1995, SEPTEMBER 30, 1994 AND JUNE 30, 1995.............................. 3 CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994............ 5 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994...... 6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.............. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................... 8 PART II. OTHER INFORMATION.............................................. 11 (2) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
September 30 June 30 ------------------- ------- ASSETS 1995 1994 1995 -------- -------- ------- Current assets: Cash and cash equivalents $ 3,792 $ 3,626 $ 2,460 Accounts receivable, net 11,516 9,785 12,209 Inventories: Raw materials 1,718 1,290 1,730 Work in process 6,605 6,348 6,861 Finished goods 3,317 2,515 2,687 ------- ------- ------- Total inventories 11,640 10,153 11,278 Other current assets 1,605 2,363 2,418 ------- ------- ------- Total current assets 28,553 25,927 28,365 ------- ------- ------- Property, plant & equipment, net 25,465 20,665 24,609 Other assets 986 59 1,195 ------- ------- ------- Total assets $55,004 $46,651 $54,169 ------- ------- ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (3) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
September 30 June 30 ----------------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994 1995 ------- ------- --------- Current liabilities: Current installments of long-term debt $ 913 $ 346 $ 924 Short-term bank borrowings 1,011 -- 538 Accounts payable 5,955 5,268 6,131 Accrued expenses 4,318 3,791 4,456 Income taxes 792 1,468 441 ------- ------- ------- Total current liabilities 12,989 10,873 12,490 ------- ------- ------- Long-term debt, excluding current installments 3,762 2,460 4,143 Deferred income taxes 1,057 595 1,056 ------- ------- ------- Total liabilities 17,808 13,928 17,689 ------- ------- ------- Shareholders' equity: Common shares without par value Authorized shares: 15,000,000; issued shares: 6,850,050 20,947 20,775 20,896 Retained earnings 22,965 20,238 22,325 Equity adjustment from foreign currency translation 3,532 2,815 3,774 Employee stock purchase plan loans and deferred compensation (624) (1,031) (768) Less treasury shares: 1,459,642 shares at September 30, 1995, and 1,532,630 shares at September 30, 1994, and 1,479,586 shares at June 30, 1995. (9,624) (10,074) (9,747) ------- ------- ------- Total shareholders' equity 37,196 32,723 36,480 ------- ------- ------- Total liabilities and shareholders' equity $55,004 $46,651 $54,169 ------- ------- ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (4) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months ended September 30 -------------------- 1995 1994 -------- -------- Net sales $20,500 $19,603 Cost of sales 15,239 14,034 ------- ------- Gross profit 5,261 5,569 Selling, general and administrative expenses 3,773 3,934 ------- ------- Operating income 1,488 1,635 ------- ------- Other income (expense): Interest income 27 30 Interest expense (124) (46) Royalty income 30 212 Currency loss (52) (31) Other (59) 15 ------- ------- (178) 180 ------- ------- Income before income taxes 1,310 1,815 Income taxes 510 717 ------- ------- Net income $ 800 $ 1,098 ------- ------- ------- ------- Net income per common share $ .15 $ .20 ------- ------- ------- ------- Dividends per common share $ .03 $ .03 ------- ------- ------- ------- Weighted average number of common shares outstanding and common share equivalents 5,448 5,352 ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (5) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Three Months ended September 30 ------------------- 1995 1994 ------- ------- Cash flows from operating activities: Net income $ 800 $ 1,098 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,174 754 Decrease in receivables 693 754 Increase in inventories (362) (346) Decrease in other current assets 541 271 Increase (decrease) in accounts payable and accrued expenses (314) 14 Increase in income taxes 624 699 ------- ------- Net cash provided by operating activities 3,156 3,244 ------- ------- Cash flows from investing activities: Capital expenditures (2,128) (1,857) Decrease in other assets 42 3 ------- ------- Net cash used in investing activities (2,086) (1,854) ------- -------- Cash flows from financing activities: Proceeds from short-term bank borrowings 480 -- Repayments of short-term bank borrowings -- (800) Proceeds from long-term debt 193 -- Repayments of long-term debt (216) (32) Cash dividends paid (160) (160) Repayments of employee stock purchase plan loans 109 25 ------- ------- Net cash provided by (used in) financing activities 406 (967) ------- ------- Effect of exchange rate changes on cash (144) 212 ------- ------- Increase in cash and cash equivalents 1,332 635 Cash and cash equivalents at beginning of period 2,460 2,991 ------- ------- Cash and cash equivalents at end of period $ 3,792 $ 3,626 ------- ------- ------- -------
See accompanying notes to consolidated condensed financial statements. (6) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1995 AND 1994, AND JUNE 30, 1995 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary (all of which are normal and recurring) to present fairly the financial position of the Company and subsidiaries, results of operations, and cash flows in conformity with generally accepted accounting principles. 2. Earnings per common share are based upon the weighted average number of shares outstanding during each period, plus common share equivalents resulting from dilutive stock options. 3. The Company adopted SFAS No. 109 "Accounting for Income Taxes" in the quarter ended September 30, 1994. The adoption of SFAS 109 did not have a material effect on the consolidated financial position or results of operations of the Company. 4. Reference is directed to the Company's consolidated financial statements (Form 10-K), including references to the Annual Report, for the year ended June 30, 1995 and management's discussion and analysis included in Part I, Item 2 in this report. (7) PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MATERIAL CHANGES IN RESULTS OF OPERATIONS Net sales for the quarter ended September 30, 1995 were $20,500,000 up 5 percent over sales of $19,603,000 in the same period a year ago. The sales growth occurred primarily in Europe and Asia. Sales to the European market advanced by 11 percent or $471,000 as a result of improved market conditions, the sale of new products, and the inclusion of Teckino Manufacturing, b.v.b.a. (acquired February 21,1995). The U.S. business decreased compared to prior year, as higher U.S. domestic sales were offset by lower export sales, reflecting a shift in business to the Asia and Europe operations. Comparative sales by geographic territory for the respective periods follows:
Three Months Ended ($000 omitted) September 30 ------------------ 1995 1994 ------- ------- United States: Domestic $12,941 $12,334 Export: Europe 32 926 Asia 745 1,468 Rest of World 223 191 ------- ------- Total sales to customers 13,941 14,919 Intercompany 1,452 1,093 ------- ------- Total United States 15,393 16,012 ------- ------- Europe: Domestic 4,763 3,398 Export to Asia 709 552 Rest of World -- 8 ------- ------- Total sales to customers 5,472 3,958 Intercompany 888 687 ------- ------- Total Europe 6,360 4,645 ------- ------- Asia: Domestic 1,087 497 Export to United States -- 229 ------- ------- Total sales to customers 1,087 726 Intercompany 751 143 ------- ------- Total Asia 1,838 869 ------- ------- Eliminations (3,091) (1,923) ------- ------- Consolidated $20,500 $19,603 ------- ------- ------- -------
(8) Incoming customer orders for the quarter ended September 30, 1995 were down 9 percent to $19.5 million, compared to orders of $21.5 million in the same quarter a year ago. The Company ended the first quarter of fiscal 1996 with a backlog of unshipped orders of $14.3 million compared, to $15.5 million a year ago. Gross profits in the quarter ended September 30, 1995 amounted to $5,261,000 or 25.7 percent of net sales, compared to $5,569,000 or 28.4 percent of net sales in the prior year. Gross profits are net of engineering charges associated with new product development which amounted to $809,000 or 3.9 percent of net sales in the current quarter compared to $990,000 or 5.1 percent of net sales in the prior year. The prior year quarter benefited from an unusually high proportion of sales of new, higher-margin products. The current quarter gross profit reflects a more normalized product mix and additional depreciation expense associated with new products. Selling, general and administrative expenses of $3,773,000 for the three months ended September 30, 1995 decreased by $161,000 or 4 percent compared to expenses of $3,934,000 in the prior year. This primarily reflected reduced commissions, advertising, promotions and bonus expense in North America. Partially offsetting the expense reduction in North America were higher expenses in Europe and Asia, reflecting the Company's expansion in these areas. The provision for income taxes was provided at an effective rate of 39 percent of pretax income in the quarter ended September 30, 1995 and the prior year. Other income and expenses for the three months ended September 30, 1995 reflected an expense of $178,000 compared to income of $180,000 for the comparable three month period in the prior year. The gain in the prior year was due to a one-time royalty catch up of $173,000 paid to the Company by a competitor licensed to manufacture and sell a product utilizing one of the Company's patented features. Interest expense increased to $124,000 compared to $46,000 in the prior year period due to an increased borrowing level. Net income in the quarter ended September 30, 1995 amounted to $800,000 or 15 cents per share, compared to $1,098,000 or 20 cents per share, a year ago. Net income in the quarter reflected lower gross profits resulting from a more normalized product mix compared to the prior year's first quarter, as noted above, and the prior year ended September 30, 1994 royalty payment. European operations were break-even for the quarter compared to a loss of $158,000 for the prior year period. MATERIAL CHANGES IN FINANCIAL CONDITION Net working capital at September 30, 1995 amounted to $15.6 million compared to $15.1 million at September 30, 1994 and $15.9 million at June 30, 1995. The current ratio was 2.2 to 1 compared to 2.4 to 1 in the prior year. Cash and cash equivalent balances advanced by $1,332,000 at September 30, 1995 compared to June 30, 1995. Short term bank borrowing increased $1,011,000 compared to the prior year, and $473,000 compared to (9) June 30, 1995. There were no significant changes in long-term debt in the quarter ended September 30, 1995. Long term debt increased $1,869,000 compared to the prior year, due primarily to the acquisition of Teckino Manufacturing, b.v.b.a. Long-term debt due after one-year represented $3.8 million, or 10 percent of shareholders' equity. The Company believes working capital and capital expenditure requirements can be met from operations, cash balances, and available lines of credit. (10) PART II. OTHER INFORMATION Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Not applicable. Item 5. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits. (b) No reports on Form 8-K were filed during the quarter ended September 30, 1995. (11) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROBINSON NUGENT, INC. -------------------------------------- (Registrant) Date ----------------------- -------------------------------------- Larry W. Burke President and Chief Executive Officer Date ----------------------- -------------------------------------- Anthony J. Accurso Vice President, Treasurer and Chief Financial Officer (12) FORM 10-Q INDEX TO EXHIBITS Number of Sequential Item Numbering Assigned in System Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - -------------- ---------------------------------------- ----------- (2) Not applicable. (4) 4.1 Specimen certificate for Common Shares, without par value. (Incorporated by reference to Exhibit 4 to Form S-1 Registration Statement No. 2-62521.) 4.2 Rights Agreement dated April 21, 1988 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit I to Form 8-A Registration Statement dated May 2, 1988.) 4.3 Amendment No. 1 to Rights Agreement dated September 26, 1991 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit 4.3 to Form 10-K Report for year ended June 30, 1991.) 4.4 Amendment No. 2 to Rights Agreement dated June 11, 1992. (Incorporated by reference to Exhibit 4.4 to Form 8-K Current Report dated July 6, 1992.) (10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to Form 10-K Report for year ended June 30, 1983.) 10.2 Robinson Nugent, Inc. 1983 Non Tax- Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 10-K Report for year ended June 30, 1983.) 10.3 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Larry W. Burke, President and Chief Executive Officer, and related (13) agreement dated May 10, 1990 between Robinson Nugent, Inc. and PNC Bank, Kentucky, Inc. (formerly Citizens Fidelity Bank and Trust Company of Louisville, Kentucky) as trustee. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1990.) 10.4 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal year ended June 30, 1996. (Incorporated by reference to Exhibit 10.7 to Form 10-K Report for year ended June 30, 1995.) 10.5 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1993.) 10.6 Summary of the Robinson Nugent, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for year ended June 30, 1993.) (11) Not applicable. (15) Not applicable. (18) Not applicable. (19) Not applicable. (22) Not applicable. (23) Not applicable. (24) Not applicable. (27) Financial Data Schedule (99) Not applicable. (14) EX-27 2 EXHIBIT 27 (FDS)
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ROBINSON NUGENT, INC. 10-Q FOR THE PERIOD ENDING SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUN-30-1996 JUL-01-1995 SEP-30-1995 3,792 0 12,199 683 11,640 28,553 61,380 35,915 55,004 12,989 0 20,947 0 0 16,249 55,004 20,500 20,500 15,239 15,239 3,773 0 124 1,310 510 800 0 0 0 800 0.15 0.15
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