-----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, LIUa9tALUZgwTYQqm+2kcmhNBvOcwxXOAxh980RkDhTG+KVNNbx7yFTc+1Kw19/O e8F6LGbicL5WzDruEcuw4g== 0000914760-94-000021.txt : 19940520 0000914760-94-000021.hdr.sgml : 19940520 ACCESSION NUMBER: 0000914760-94-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL STANDARD CO CENTRAL INDEX KEY: 0000070564 STANDARD INDUSTRIAL CLASSIFICATION: 3310 IRS NUMBER: 381493458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03940 FILM NUMBER: 94527883 BUSINESS ADDRESS: STREET 1: 1618 TERMINAL RD CITY: NILES STATE: MI ZIP: 49120 BUSINESS PHONE: 6166838100 MAIL ADDRESS: STREET 1: 1618 TERMINAL RD CITY: NILES STATE: MI ZIP: 49120 10-Q 1 NATIONAL STANDARD 10-Q FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 34-26589, eff. 4/12/89) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 period ended March 31, 1994 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 1-3940 National-Standard Company (Exact name of registrant as specified in its charter) Indiana 38-1493458 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1618 Terminal Road, Niles, Michigan 49120 (Address of principal executive offices) (Zip Code) (616) 683-8100 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether 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 to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class Shares Outstanding at April 28, 1994 Common Stock, $ .01 par value 5,365,638 Part I. FINANCIAL INFORMATION National-Standard Company and Subsidiaries Consolidated Statements of Operations (Unaudited) ($000, Except Per Share Amounts)
Three Months Ended Six Months Ended March 31 March 31 1994 1993 1994 1993 Net Sales $ 58,051 $ 55,905 $110,293 $106,846 Cost of sales 51,918 48,384 98,903 93,441 Gross profit 6,133 7,521 11,390 13,405 Selling and administrative expenses 4,702 5,681 13,636 10,506 Operating income (loss) 1,431 1,840 (2,246) 2,899 Interest expense (902) (1,054) (1,801) (2,100) Other income (expense), net 113 (206) 204 (111) Income (loss) before income taxes and effect of accounting change 642 580 (3,843) 688 Income taxes 31 17 64 17 Net income (loss) before effect of accounting change 611 563 (3,907) 671 Effect of accounting change - - - (48,676) Net loss $ 611 $ 563 $ (3,907) $(48,005) Income (loss) per share before effect of accounting change $ .11 $ .11 $ (.73) $ .14 Loss per share $ .11 $ .11 $ (.73) $ (9.97) Dividends per share $ 0.00 $ 0.00 $ 0.00 $ 0.00 Average shares outstanding 5,367,064 5,223,642 5,364,455 4,813,437 See accompanying notes to financial statements.
National-Standard Company and Subsidiaries Consolidated Balance Sheets ($000)
March 31, 1994 September 30, 1993 Assets (Unaudited) Current assets: Cash $ 4,815 $ 339 Receivables, net 23,349 24,842 Inventories: Raw material $ 9,426 $ 8,977 Work-in-process 12,323 13,896 Finished goods 1,509 1,688 Supplies 1,512 24,770 58 24,619 Prepaid expenses 3,899 3,477 Other current assets 733 627 Total current assets $ 57,566 $ 53,904 Property, plant and equipment $148,894 $148,798 Less accumulated depreciation 110,024 38,870 107,239 41,559 Other assets 9,384 8,513 $105,820 $103,976 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 31,751 $ 31,342 Employee compensation and benefits 2,662 2,073 Accrued pension 262 106 Other accrued expenses 10,195 7,278 Current accrued postretirement benefit cost 4,150 4,150 Notes payable to banks and current portion of long-term debt 35,190 8,994 Total current liabilities $ 84,210 $ 53,943 Other long-term liabilities 5,316 5,481 Long-term debt 75 24,100 Accrued postretirement benefit cost 45,279 45,279 Stockholders equity: Common stock $ .01 par value. Authorized 25,000,000 shares; issued 5,376,526 and 5,368,026 shares, respectively $ 27,000 $ 26,932 Retained deficit (52,482) (48,574) $(25,482) $(21,642) Less: Foreign currency translation adjustments 2,773 2,425 Note receivable ESOP common stock - 17 Unamortized value of restricted stock 92 42 Treasury stock, at cost, 10,388 shares 79 67 Excess of additional pension liability over unrecognized prior service cost 634 (29,060) 634 (24,827) $105,820 $103,976 See accompanying notes to financial statements.
National-Standard Company and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) ($000)
Six Months Ended March 31 Net cash provided by operating activities $ 4,356 $ 3,974 Investing Activities: Capital expenditures (2,147) (1,397) Proceeds from sales of operations - 2,037 Net cash provided by (used for) investing activities (2,147) 640 Financing Activities: Increase (decrease) in debt 2,262 (5,181) Other 5 559 Net cash used for financing activities 2,267 (4,622) Net increase (decrease) in cash 4,476 (8) Beginning cash 339 1,417 Ending cash $ 4,815 $ 1,409 Supplemental Disclosures: Interest paid $ 1,070 $ 1,403 Income taxes paid $ 55 $ - See accompanying notes to financial statements.
National-Standard Company and Subsidiaries Notes to Consolidated Financial Statements 1. In the opinion of management, all adjustments necessary for a fair statement of the financial statements for the interim periods included herein have been made. All such adjustments are of a normal recurring nature. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1993 National-Standard Company Form 10-K, Annual Report. 2. The results of operations for the six-month period ended March 31, 1994 are not necessarily indicative of the results to be expected for the full year. 3. During the fourth quarter of 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," retroactive to the beginning of 1993. The results of operations for the six-month period ended March 31, 1993 have been restated to reflect the effect of the change in the accounting method. National-Standard Company and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales for the three and six months ended March 31, 1994 increased 3.8% and 3.2%, respectively, over the same periods last year. Gross margin percentages were 10.6% and 10.3%, respectively, for the current three- and six-month periods compared to 13.5% and 12.5%, respectively, for the same periods last year. The Company continues to experience an increase in demand for most of its product lines. Continued strengthening in the air bag and rechargeable battery materials business resulted in six-month sales of these products increasing 50% over the comparable period last year. Wire sales and gross margins for the current three- and six-month periods continue to be adversely affected by the continuing work stoppage at the Columbiana, Alabama wire drawing facility. Additional costs incurred to meet customer commitments were in excess of $1.1 million and $2.6 million in the current three- and six-month periods, respectively. The Company announced during the first quarter that it anticipates the Columbiana facility will close by June 1994. The facility continues to operate with supervisory personnel and replacement workers. The Company has taken a $4.9 million charge to earnings, as reflected in the quarter of 1994 selling and administrative expenses, for costs associated with the potential close of the Columbiana facility and relocation of a portion of its bead and hose wire production capacity to other National-Standard facilities. International operations had a loss of $0.1 million in the current three- month period and income of $0.2 million in the current six-month period compared to losses of $0.1 million and $0.4 million for the same periods last year. Operations in the United Kingdom continue to be scaled back to match current levels of market demand for the Company's products served from the United Kingdom, and results have begun to reflect this activity. Interest expense of $0.9 million and $1.8 million, respectively, in the current three- and six-month periods decreased by 14.4% and 14.2%, respectively, from the same periods last year, due to the combined effect of lower interest rates and the lower level of borrowing. The Company remains in an operating loss carryforward position in the United States, Canada, and the United Kingdom and is unable to recognize a tax benefit on losses, except to the extent it can offset tax expense on current income. Liquidity and Capital Resources Total bank borrowings increased $2.2 million in the six-month period as the Company utilized its additional domestic term loan availability. During fiscal 1993 and 1992, the Company's lenders periodically suspended the effectiveness of certain covenants. The Company's lenders have amended and extended the Company's credit agreements until October 1, 1994. The amended agreements require maintenance of minimum net income levels through October 1, 1994, as well as compliance with certain other conditions, and provide for maximum borrowing levels based on a percentage of qualified accounts receivable and inventory. The Company will continue to pursue cost reduction activities in both its domestic and international operations, including personnel reductions and costs associated with administering its employee benefit programs. Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. None. (b) There were no reports on Form 8-K filed for the three months ended March 31, 1994. 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. NATIONAL-STANDARD COMPANY Registrant Date May 9, 1994 /s/ M. B. Savitske M. B. Savitske President and Chief Executive Officer Date May 9, 1994 /s/ W. D. Grafer W. D. Grafer Vice President, Finance -----END PRIVACY-ENHANCED MESSAGE-----