-----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, FAffLLZ6ym8o3D9BlA88QSJavQK1xNhZfz6k0VHDnN6KJbvQdTeVc/U3q8eVWVQt 7altQ7bb3f392k3AKYQsHA== 0000950136-97-001594.txt : 19971113 0000950136-97-001594.hdr.sgml : 19971113 ACCESSION NUMBER: 0000950136-97-001594 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL ACOUSTICS CO INC CENTRAL INDEX KEY: 0000050253 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 131713318 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-03680 FILM NUMBER: 97715977 BUSINESS ADDRESS: STREET 1: 1160 COMMERCE AVE CITY: BRONX STATE: NY ZIP: 10462 BUSINESS PHONE: 7189318000 MAIL ADDRESS: STREET 1: 1160 COMMERCE AVENUE CITY: BRONX STATE: NY ZIP: 10462 10-Q/A 1 QUARTERLY REPORT FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20459 Quarterly Report under Section 13 or 15 (d) of the Securities Act of 1934 For Quarter Ended September 30, 1997 Commission File No. 0-3680 - ------------------------------------ ------ Industrial Acoustics Company, Inc. - ------------------------------------------------------------------------------- New York 13-1713318 - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS employer Incorporation or organization) Identification #) 1160 Commerce Avenue, Bronx, New York 10462 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (718) 931-8000 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, including Area Code) - ------------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if changed from last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------------------------------- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 2,978,961 ----------------- INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Unaudited Nine months ended Three months ended September 30 September 30 September 30 September 30 ------------ ------------ ------------ ------------ 1997 1996 1997 1996 ---- ---- ---- ---- (In thousands, except per share data) REVENUES Net Sales $ 49,638 $ 51,183 $ 18,757 $ 15,365 Interest Income 1,185 1,162 389 489 Other (Net) 547 481 48 (62) -------- -------- -------- -------- 51,370 52,826 19,220 15,692 -------- -------- -------- -------- COST AND EXPENSES Cost of Products Sold 42,898 43,646 14,840 12,998 Selling General and Administrative Expenses 9,025 8,726 3,012 2,827 Interest 744 662 274 289 -------- -------- -------- -------- 52,667 53,034 18,126 16,114 -------- -------- -------- -------- (Loss) Income before provision for income taxes (1,297) (208) 1,094 (422) Provision/(Benefit) for income taxes (387) 64 372 (125) -------- -------- -------- -------- Net (Loss) Income ( $910) ($ 272) $ 722 ($ 297) ======== ======== ======== ======== Net (Loss) Income Per Common Share ($ 0.31) ($ 0.09) $ 0.24 ($ 0.10) ======== ======== ======== ======== Dividends per Common Share $ 0.10 $ 0.10 Average number Common Share Outstanding 2,979 2,979 2,979 2,979
See notes to financial statements. INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Unaudited September 30, 1997 December 31, 1996 ------------------ ----------------- (In thousands, except per share data) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 982 $ 1,254 Short-term Investments, available for sale 254 218 Receivables 23,494 25,161 Costs and Estimated Earnings in Excess Of Billings on Uncompleted Contracts 6,733 5,108 Inventories 5,261 4,605 Income Taxes 149 685 Deferred Income Taxes 721 130 Prepaid Expenses 1,046 1,389 ------- ------- TOTAL CURRENT ASSETS 38,640 38,634 MARKETABLE SECURITIES, available for sale 22,207 20,584 PROPERTY, PLANT AND EQUIPMENT - Net 12,317 13,028 DEFERRED INCOME TAXES 22 124 OTHER ASSETS 120 475 ------- ------- TOTAL ASSETS $73,306 $72,845 ======= =======
See notes to financial statements. INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Unaudited September 30, 1997 December 31, 1996 ------------------ ----------------- (In thousands, except per share data) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Loans Payable $ 10,936 $ 8,775 Accounts Payable and Accrued Expenses 12,007 15,606 Customer Deposits 854 389 Current Portion of Long-term Debt and Capital Lease Obligations 76 71 Billings in Excess of Costs on Uncompleted Contracts 3,979 1,128 -------- -------- TOTAL CURRENT LIABILITIES $ 27,852 $ 25,969 CAPITAL LEASE OBLIGATIONS 3,081 3,132 DEFERRED COMPENSATION 1,364 1,367 -------- -------- TOTAL LIABILITIES $ 32,297 $ 30,468 ======== ======== COMMITMENTS SHAREHOLDERS' EQUITY Common Stock, par value $0.10 a share; authorized 5,000 shares; issued and outstanding 2,979 in 1997 and 1996 excluding 87 shares in treasury at par value 298 298 Additional Paid-in Capital 2,223 2,223 Equity adjustments: Cumulative Currency Translation Adjustments (183) 152 Net unrealized (loss)/gain on marketable securities 7 (167) Retained Earnings 38,664 39,871 -------- -------- TOTAL SHAREHOLDERS' EQUITY $ 41,009 $ 42,377 -------- -------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 73,306 $ 72,845 ======== ========
See notes to financial statements. INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 and 1996
Unaudited September 30, 1997 September 30, 1996 ------------------ ------------------ Net cash (used in)/provided by operating activities $ (326) $ (935) Investing Activities Purchase of property, plant and equipment, net (543) (996) Sale of investments and marketable securities 2,809 15,134 Purchase of investments and marketable securities (4,178) (13,633) -------- -------- Net cash provided by/(used in) investing activities (1,912) 505 -------- -------- Financing Activities Dividends paid (298) (298) Increase in loan payable, net 2,352 568 Payments on long term debt and capital less obligations (46) (44) -------- -------- Net cash provided by financing activities 2,008 226 -------- -------- Effect of exchange rate on changes on cash (42) (7) -------- -------- Decrease in Cash and Cash Equivalents (272) (211) Cash and cash equivalents at beginning of period 1,254 1,506 -------- -------- Cash and cash equivalents at end of period $ 982 $ 1,295 ======== ========
See notes to financial statements. INDUSTRIAL ACOUSTICS COMPANY, INC. NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed 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 Rule 10-01 of regulations S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management all adjustments considered necessary for a fair presentation have been included. All such adjustment are of a normal recurring nature. Including the settlement of claims, which in the third quarter of 1997 resulted in Revenue and Profit increases of $1,276,000. Operating results for the nine month period ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. The year end consolidated balance sheet was derived from audited financial statements, but, as presented here, does not include all disclosures required by generally accepted accounting principles. The interim consolidated financial statements should be read in conjunction with financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. 2. INVENTORIES Inventories are comprised of the following: September 30, 1997 December 31, 1996 ------------------ ----------------- Materials and Supplies 2,108 1,492 Work in Process 3,153 3,113 ----- ----- Total 5,261 4,605 3. RECENTLY ISSUED ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share ("SFAS 128"), which simplifies existing computational guidelines, revises disclosure requirements and increases the comparability of earnings per share data on an international basis. This statement is effective for periods ending after December 17, 1997 and requires restatement of all prior-period earnings per share data presented. Earnings per share calculated under SFAS 128 would be the same as reported earnings per share. ITEM 2 MANAGEMENT'S DISCUSSION AN ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Pre-tax losses for the nine month period ended September 30, 1997 of $1,297,000 show a major decline over the $208,000 loss suffered through the same period last year due to the substantial pre-tax profit contribution for the 1997 third quarter compared to last year. The losses are primarily driven by lower volume in overseas operations. Sales for the three months ended September 30, 1997 increased 22% compared to the same period last year. The higher volume, combined with a 7% decrease in Cost of Products Sold , resulted in gross profits of $3,917,000 compared to $2,367,000 in 1996. The results for the quarter contain Revenue and Profit of $1,276,000, recognized from the settlement of a contract claim. The increase in selling, general and administrative expenses can be attributabed to accruals for domestic bonuses which have been partially offset by overhead reductions in the overseas operations. Interest expense increased due to higher borrowings. Pre-tax income for the quarter of $1,094,000 (compared to losses of $423,000 in 1996) is offset by a $372,000 tax provision resulting in after tax profits of $722,000 or 24 cents a share (against an after tax loss of $297,000 or 10 cents a share loss in 1996). Sales for the nine months ended September 30, 1997 decreased 3% compared to the same period last year. The reduced volume, combined with a 1% increase in Cost of Products Sold, resulted in a gross profit decrease to $6,740,000 from $7,737,000. Other income rose because of increases in Royalty Income. Selling, general and administrative expenses are higher because of domestic bonus accruals which are partly offset by overhead reductions in the U.K. operations. Interest expense rose due to higher borrowings. Pre-tax losses for the nine months of $1,297,000 (compared to losses of $208,000 in 1996) are offset by a $387,000 benefit for taxes resulting in an after tax loss of $910,000 or 31 cents a share (compared to an after tax loss of $272,000 or 9 cents a share in 1996). Net cash used by the Company's operations in the nine month period ended September 30, 1997 was $326,000 compared to $935,000 in the same period in 1996. The major changes arose from increases in billings on uncompleted contracts and accounts payable which were offset by ongoing costs incurred on contracts in progress. Current year borrowings were used for the financing of operations, the payment of dividends, and the purchase of fixed assets. Order intake for the nine months ended September 30, 1997 was $56,412,000 resulting in a Company Revenue backlog of $51,872,000 (unbilled backlog of $55,220,000) compared to Revenue backlog of $47,336,000 (unbilled backlog of $49,891,000) at the same time in 1996. Backlog includes only firm orders which are primarily expected to be delivered and installed within one year. At any time, backlog is not necessarily indicative of the level of business to be expected in the ensuing period. In June 1997, the Company reached an understanding, in principle, with a U.K. pension fund to sell and lease back IAC Ltd.'s factory in Winchester, England, for approximately four million pounds (US$6,440,000 at September 30, 1997), the proceeds of which will be used to pay off bank debt. The gain on the sale, of approximately one million four hundred thousand pounds (US$2,254,000), will be amortized over the lease term. Contracts are currently being completed. The Company's financial position remains strong and should assure adequate capital for the contracts the Company is actively pursuing. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans,""expects" and similar expressions are intended to identify forward looking statements. There are a number of factors that could cause the Company's actual results to differ materially from those indicated by such forward looking statements. These factors include, without limitation, general economic conditions in the Company's markets, including inflation, recession, interest rates and other economic factors, especially in the United States and the United Kingdom but also including other areas of the world where the Company markets its products, any loss of the services of the Company's key management personnel, changes in the cost and availability of raw materials, fluctuations in exchange rates relative to the US dollar for currencies of the United Kingdom and other nations where the Company does business, casualty to or disruption of the Company's production facilities and equipment, delays and disruptions in the shipment of the Company's products and raw materials, and other factors that generally affect the business of manufacturing companies with international operations. PART II- OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company is involved as a defendant in several actions instituted by others in the ordinary course of business. In the opinion of management, none of the actions will result in liability. ITEM 5 - OTHER MATERIALLY IMPORTANT FACTS None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) All required exhibits are incorporated by reference from the Form 10-K filed for the year ended December 31, 1996. (b) No reports on Form 8-K have been filed for the quarter ending September 30, 1997. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be singed on its behalf by the undersigned thereunto duly authorized. INDUSTRIAL ACOUSTICS COMPANY, INC. Date: November 13, 1997 By: /s/ Arnold W. Kanarek ----------------------- Arnold W. Kanarek Senior Vice President, Secretary Date: November 13, 1997 By: /s/ Robert N. Bertrand ----------------------- Robert N. Bertrand Vice President - Finance, Treasurer EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 9-MOS DEC-31-1997 SEP-30-1997 982 254 23,494 6,733 5,261 38,640 12,317 0 73,306 27,852 0 0 0 2,979 2,223 73,306 49,638 51,370 42,898 52,667 0 0 744 (1,297) (387) (910) 0 0 0 (910) (0.31) (0.31)
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