-----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, COnrr1gfv+jZMiEq8Yl2sGokwF/lIgrvgtpzZ+caC7JmWoqHITGrB39/k/TwRKbN iGaLOs6Ul8ZcNK0Crpgg+Q== 0000950136-96-001054.txt : 19961118 0000950136-96-001054.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950136-96-001054 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03680 FILM NUMBER: 96663356 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 1 FORM 10-Q FORM 10-Q 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, 1996 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, 1996 AND 1995
Unaudited Nine months ended Three months ended September 30 September 30 September 30 September 30 ------------------------------------------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- (In thousands, except per share data) REVENUES Net Sales $ 51,183 $ 47,648 $ 15,365 $ 16,740 Interest Income 1,162 1,167 389 418 Other (Net) 481 411 (62) 191 -------- -------- -------- --------- 52,826 49,226 15,692 17,349 -------- -------- -------- --------- COST AND EXPENSES Cost of Products Sold 43,646 42,763 12,998 14,531 Selling General and Administrative Expenses 8,726 8,474 2,827 2,513 Interest 662 452 289 180 -------- -------- -------- --------- 53,034 51,689 16,114 17,224 -------- -------- -------- --------- (Loss) Income before provision for income taxes (208) (2,463) (422) 125 Provision/(Benefit) for income taxes 64 (924) (125) 40 -------- -------- -------- --------- Net (Loss) Income ($272) ($1,539) ($297) $85 ======== ======== ======== ========= PER COMMON SHARE DATA: Net (Loss) Income ($0.09) ($0.52) ($0.10) $0.03 ======== ======== ======== ========= Dividends per Common Share $0.10 $0.10 Average number Common Share Outstanding 2,979 2,979 2,979 2,979
INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Unaudited September 30, 1996 December 31, 1995 ------------------ ----------------- (In thousands, except per share data) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 1,295 $ 1,506 Short-term Investments, available for sale 217 955 Receivables 25,610 26,657 Costs and Estimated Earnings in Excess Of Billings on Uncompleted Contracts 4,715 7,336 Inventories 4,019 3,578 Income Taxes 459 Deferred Income Taxes Prepaid Expenses 948 1,389 ------- ------- TOTAL CURRENT ASSETS 37,263 41,421 MARKETABLE SECURITIES, available for sale 19,862 21,966 PROPERTY, PLANT AND EQUIPMENT - Net 11,832 11,793 DEFERRED INCOME TAXES 224 OTHER ASSETS 447 536 ------- ------- TOTAL ASSETS $69,628 $75,716 ======= =======
INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Unaudited September 30, 1996 December 31, 1995 ------------------ ----------------- (In thousands, except per share data) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Loans Payable $ 11,757 $ 11,169 Accounts Payable and Accrued Expenses 10,159 15,757 Income Taxes 306 Deferred Income taxes 5 9 Customer Deposits 719 307 Current Portion of Long-term Debt and Capital Lease Obligations 58 58 Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts 1,478 993 -------- -------- TOTAL CURRENT LIABILITIES $ 24,176 $ 28,599 CAPITAL LEASE OBLIGATIONS 3,101 3,145 DEFERRED INCOME TAXES 261 DEFERRED COMPENSATION 1,338 1,277 -------- -------- TOTAL LIABILITIES $ 28,615 $ 33,282 ======== ======== COMMITMENTS SHAREHOLDERS' EQUITY Common Stock, par value $0.10 a share; authorized 5,000 shares; issued and outstanding 2,979 in 1996 and 1995 excluding 87 shares in treasury at par value 298 298 Additional Paid-in Capital 2,223 2,223 Equity adjustments: Cumulative Currency Translation Adjustments (393) (345) Net unrealized (loss)/gain on marketable securities (349) 454 Retained Earnings 39,234 39,804 -------- -------- TOTAL SHAREHOLDERS' EQUITY $ 41,013 $ 42,434 -------- -------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 69,628 $ 75,716 ======== ========
INDUSTRIAL ACOUSTICS COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 and 1995
Unaudited September 30, 1996 September 30, 1995 ------------------ ------------------- Net cash (used in)/provided by operating activities $ (935) $ 877 Investing Activities Purchase of property, plant and equipment, net (996) (684) Sale of investments and marketable securities 15,134 2,081 Purchase of investments and marketable securities (13,633) (2,229) -------- -------- Net cash provided by/(used in) investing activities 505 (832) -------- -------- Financing Activities Dividends paid (298) (298) Short Term Loan 568 (807) Payments on long term debt and capital less obligations (44) (91) -------- -------- Net cash provided by/(used in) financing activities 226 (1,196) -------- -------- Effect of exchange rate on changes on cash (7) 32 -------- -------- Decrease in Cash and Cash Equivalents (211) (1,119) Cash and cash equivalents at beginning of period 1,506 3,273 -------- -------- Cash and cash equivalents at end of period $ 1,295 $ 2,154 ======== ========
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. Operating results for the nine month period ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10- K for the year ended December 31, 1995. ITEM 2 MANAGEMENT'S DISCUSSION AN ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the three months ended September 30, 1996 were 8% below the same period last year but Cost of Products Sold at 85% was 2% lower than the 1995 levels. Therefore, gross profit, at $2,367,000 is 7% above the 1995 level of $2,209,000. Other income is down because 1995 contained insurance claim settlements which did not recur in 1996, losses on the sale of investments which did not occur in 1995 and lower 1996 royalty income. The 1996 increase in selling, general and administrative expenses can be attributed to a 1995 reversal of a $400,000 provision for bad debts and accrued employee bonuses. These adjustments did not recur in 1996. Interest expense increased due to charges against the settlement of prior year local tax audits. The Pre Tax Loss for the quarter of $422,000 (compared to a $125,000 profit in 1995) is offset by a $125,000 benefit from income taxes resulting in an after tax loss of $297,000 or 10 cents a share (against an after tax profit of $85,000 or 3 cents a share in 1995). Sales for the nine months ended September 30, 1996 increased 7% compared to the same period last year. The increased volume, combined with a 4% reduction in Cost of Products Sold from 89% to 85%, has resulted in a gross profit increase of $2,652,000 from $4,885,000 to $7,537,000. Other income is up (despite the reduction in the third quarter) because, in 1996, the Company realized gains on the sale of investments compared to losses in 1995. Selling, general and administrative expenses are up for the reasons noted above. Interest expense rose due to larger borrowings coupled with higher interest rates and interest paid on the settlement of local tax audits. The Pre Tax Income of $208,000 shows an improvement compared to the $2,463,000 loss suffered for the same period last year, however, domestic income continues to be more than offset by losses at IAC Ltd. in the United Kingdom. The Pre Tax Loss combined with a $64,000 tax provision results in an after tax loss of $272,000 or 9 cents a share (compared to an after tax loss of $1,539,000 or 52 cents a share in 1995). ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - contd. The reduction in accounts payable and accrued expenses has been financed by cash flow from receivables, a reduction in cash and the sale of investments. Order intake for the nine months was $50,825,000 (down due to the very low order input in domestic Aviation business) for a closing backlog of $49,891,000 compared to $53,986,000 at December 31, 1995. The Company believes that its financial position remains strong and should assure adequate capital for the projects 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 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 12, 1996 By: /s/ Arnold W. Kanarek ----------------------- Arnold W. Kanarek Senior Vice President, Secretary Date: November 12, 1996 By: /s/ Robert N. Bertrand ------------------------ Robert N. Bertrand Vice President - Finance, Treasurer EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1,000 9-MOS DEC-31-1996 SEP-30-1996 1,295 217 25,610 4,715 4,019 37,263 11,832 0 69,628 24,176 0 0 0 2,979 2,223 69,628 51,183 52,826 43,646 53,034 0 0 662 (208) 64 (272) 0 0 0 (272) (0.09) (0.09)
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