-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fGYjBgIF1jjRr2q6BwRIVrNIFZ6ZGio1RBhtevAHvimC4SeUFaqApnz1yT7KIfB+ Wbe3dUcwVs/d4vlzA0mmXw== 0000913355-95-000006.txt : 19950517 0000913355-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000913355-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIBSON C R CO INC CENTRAL INDEX KEY: 0000041365 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 060361615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09814 FILM NUMBER: 95537419 BUSINESS ADDRESS: STREET 1: 32 KNIGHT ST CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038474543 MAIL ADDRESS: STREET 1: 32 KNIGHT STREET CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: GIBSON JOHN CO DATE OF NAME CHANGE: 19700522 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-4855 THE C. R. GIBSON COMPANY INCORPORATED IN THE STATE OF DELAWARE 06-0361615 32 Knight Street, Norwalk, Connecticut 06856 Telephone number - (203) 847-4543 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 preceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ---------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $.10 par value: 7,435,284 shares as of May 2, 1995 1 PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements The C. R. Gibson Company Condensed Consolidated Statement of Income (unaudited)(thousands of dollars except per share data) Quarter Ended March 31, ----------------------- 1995 1994 ---- ---- Net sales................................ $18,975 $16,811 Cost of goods sold....................... 11,503 10,088 ------ ------ Gross profit............................. 7,472 6,723 Selling, general and administrative...... 5,394 5,206 Interest expense, net.................... 310 194 --- --- Income from continuing operations before income taxes ....................... 1,768 1,323 Provision for income taxes............... 677 492 --- --- Income from continuing operations........ 1,091 831 ----- --- Discontinued operations Loss from operations of The Rytex Company (net of income tax benefits of $240 and $382, respectively)............. (468) (725) Expected loss on disposal of The Rytex Company, including provision of $599 for operating losses during phase-out period, net of income tax benefit of $204..................... (1,022) -- ------- ------- Loss from discontinued operations........ (1,490) (725) ------- ------- Net income (loss)............................. $ (399) $ 106 ======= ======= Net income per common share - continuing operations............................... $ 0.15 $ 0.11 Net loss per common share - discontinued operations................................ $ (0.20) $ (0.10) --------- --------- Net income (loss) per common share............. $ (0.05) $ 0.01 --------- --------- Weighted average shares outstanding............ 7,289,353 7,506,578 ========= ========= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 2 The C. R. Gibson Company Condensed Consolidated Balance Sheet (thousands of dollars) March 31, Dec. 31, 1995 1994 --------- ----- (Unaudited) (*Note) Assets Current assets: Cash and cash equivalents................ $ 425 $ 1,000 Accounts receivable, less allowance for doubtful accounts ($302 and $288)........ 16,187 11,026 Inventories.............................. 19,508 18,988 Net assets of The Rytex Company held for sale............................... 3,846 -- Prepaid expenses and other current assets 4,077 3,269 --------- ----- Total current assets................ 44,043 34,283 --------- ----- Property, plant, and equipment - net.......... 16,744 18,331 Other assets.................................. 3,863 6,469 --------- ----- Total assets........................ $ 64,650 $ 59,083 ========= ========= Liabilities and Shareholders' Equity - ------------------------------------ Current liabilities: Short-term borrowings................... $ 11,710 $ 4,630 Accounts payable........................ 3,859 5,307 Other liabilities....................... 4,650 3,761 --------- ----- Total current liabilities.......... 20,219 13,698 Long-term debt............................... 13,062 13,302 Other long-term liabilities.................. 1,327 1,360 --------- ----- Total liabilities.................. 34,608 28,360 --------- ----- Shareholders' Equity: Common stock, $.10 par value: Authorized - 10,000,000 shares Issued - 7,755,216 shares (7,755,216 - 1994).................. 776 776 Capital contributed in excess of par value 10,900 10,900 Retained earnings.......................... 21,535 22,232 Cumulative translation adjustment.......... (603) (596) ESOP unearned compensation...................... (171) (243) Treasury stock, at cost - 319,988 shares of Common stock (313,023 shares in 1994). (2,395) (2,346) --------- ------ Total shareholders' equity............ 30,042 30,723 --------- ------ Total liabilities and shareholders' equity.............................. $ 64,650 $59,083 ========= ========= *Note - ----- The Balance Sheet as of December 31, 1994 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 3 The C. R. Gibson Company Condensed Consolidated Statement of Cash Flows (unaudited) (thousands of dollars) Quarter Ended March 31, 1995 1994 ---- ---- Operating Activities Net income (loss)........................ $ (399) $ 106 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation......................... 500 816 Amortization......................... 276 763 Decrease in cash surrender value of life insurance.................... -- 51 Changes in operating assets and liabilities: Accounts receivable............. (5,161) (3,103) Inventories..................... (520) (478) Prepaid and other current asset. (808) 532 Assets of The Rytex Company held for sale...................... (1,274) -- Deferred promotion costs, net of charges of $256 and $1,143...... (395) 200 Accounts payable and accrued expenses...................... (559) (18) Other........................... (7) (107) ------- -------- Net cash used in operating activities..... (8,347) (1,238) ------- -------- Investing Activities: Purchases of property, plant and equipment............................... 1,087 (1,043) Other investing activities................ 153 (767) ------- -------- Net cash used in investing activities..... 1,240 (1,810) ------- -------- Financing Activities: Repurchase of treasury stock.............. (49) (837) Proceeds from lines of credit............. 7,080 4,370 Proceeds from repayment of ESOP Loan...... 72 71 Principal payments on lines of credit, long-term debt, and capital lease obligations............................. (145) (132) Dividends paid............................ (298) (301) Other..................................... (128) 56 ------- -------- Net cash provided by financing activities. 6,532 3,227 ------- -------- (Decrease) increase in cash and cash equivalents............................. (575) 179 Cash and cash equivalents at beginning of period............................... 1,000 794 ------- -------- Cash and cash equivalents at end of period.................................. $ 425 $ 973 ======= ======= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 4 The C. R. Gibson Company Notes to Unaudited Condensed Consolidated Financial Statements March 31, 1995 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31,1994. NOTE B -- INVENTORIES The components of inventories are as follows (in thousands): March 31, December 31, 1995 1994 --------- ----------- Raw materials................. $ 6,185 $ 5,914 Work in process............... 3,783 3,657 Finished goods................ 9,540 9,417 --------- -------- $ 19,508 $ 18,988 ========= ======== NOTE C -- NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during each period. 5 NOTE D -- SALE OF THE RYTEX COMPANY On March 14, 1995, the Company determined to seek a buyer for its subsidiary, The Rytex Company ("Rytex"). The assets of Rytex consist primarily of the inventory, net property, plant and equipment, deferred promotional costs and certain capitalized leases. The remaining assets and liabilities at the balance sheet date consist of cash, accounts receivable, certain prepaid items, accounts payable and other liabilities. The following table summarizes the net assets of Rytex held for sale as of March 31, 1995. March 31, 1995 -------- Inventories....................................... $1,084 Machinery & equipment, net........................ 1,455 Deferred promotional costs........................ 1,671 Liabilities....................................... (364) ------ Net assets of Rytex............................... $3,846 ====== The net assets of Rytex held for sale have been classified as current assets in the accompanying consolidated balance sheets as of March 31, 1995. Management estimates the sale of Rytex will result in a net loss of $1,490,000 after provision for various expenses and fees. This amount also includes the estimated result of discontinued operations during 1995. The consolidated statements of operations have been restated for all prior periods to report the net results of Rytex as loss from discontinued operations. Rytex reported sales of $2,518,000 for the quarter ended March 31, 1995 compared to $2,762,000 for the quarter ended March 31, 1994. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations On March 14, 1995, the Company determined to seek a buyer for the Rytex subsidiary. The consolidated statements of operations have been restated for all prior periods to report the net results of The Rytex Company as loss from discontinued operations. Net sales for the quarter ended March 31, 1995 increased by 12.9% to $18,975,000 from $16,811,000 for the same quarter last year. For the three-month period ended March 31, 1995, the Company reported a net loss of $399,000 from net income of $106,000 for the same period last year due to the loss from discontinued operations. Income from continuing operations increased 31.3% to $1,091,000 from $831,000 for the same period last year. Gross profit as a percent of sales for the quarter ended March 31, 1995 decreased slightly from 1994 levels. This is primarily due to higher costs associated with raw material purchases. Selling, general and administrative expenses for the quarter ended March 31, 1995 amounted to $5,394,000 as compared to $5,206,000 for the corresponding period in 1994. The increase is generally associated with the increased sales volume. Interest expense, net for the three-month period increased to $310,000 in 1995 from $194,000 in 1994. This increase is principally due to higher borrowing levels as a result of funding the working capital needs of the Rytex operation as well as increased interest rates. The effective tax rate from continuing operations was 38.3% for the quarter ended March 31, 1995 compared to 37.2% for the prior year period. The ratio of current assets to current liabilities was 2.2 to 1 at the end of the first quarter of 1995, compared to 2.5 to 1 at December 31, 1994. Working capital amounted to $23,824,000 at March 31, 1995 compared to $20,585,000 at December 31, 1994. This increase is principally attributable to the reclassification of Rytex fixed and other assets to current assets held for sale. In January 1995, the Employee Stock Ownership Plan purchased 150,000 shares of the Company's Common Stock at a cost of $1,050,000. There were no significant changes in capitalization of the Company during the periods presented, nor has the Company entered into any significant financial arrangement not reflected in the financial statements. The Company expects that available cash and existing lines of credit will be sufficient to meet its normal operating requirements. 7 PART II - ------- Item 6. (a) Exhibits -------- No. Description --- ----------- 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- A Current Report on Form 8-K dated January 23, 1995 reporting under Item 5. 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. The C. R. Gibson Company (registrant) By: /s/ James M. Harrison ---------------------------- James M. Harrison, Executive Vice President and Chief Financial Officer May 12, 1995 EX-27 2
5 This schedule contains summary financial information extracted from the condensed consolidated sheet of The C. R. Gibson Company as of March 31, 1995 and its condensed consolidated statement of income for the three months then ended and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS 3-MOS DEC-31-1995 DEC-31-1994 MAR-31-1995 MAR-31-1994 425 1,000 0 0 16,489 11,314 302 288 19,508 18,988 44,043 34,283 36,203 37,290 19,459 18,959 64,560 59,083 20,219 13,698 13,062 13,302 30,042 30,723 0 0 0 0 0 0 64,650 59,083 18,975 16,811 18,975 16,811 11,503 10,088 11,503 10,088 5,394 5,206 0 0 310 194 1,768 1,323 677 492 1,091 831 (1,490) (725) 0 0 0 0 (399) 106 (0.05) 0.01 (0.05) 0.01
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