-----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, AEN3iWWiVBDpV4ahTvxU8SWjcTC8FfZUW88gMrcQgXmKqfunk+qj6vyC/YkKuQ0/ tecm3zp7ZOtyhTGOcwrhjQ== 0000716823-94-000018.txt : 19940802 0000716823-94-000018.hdr.sgml : 19940802 ACCESSION NUMBER: 0000716823-94-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940618 FILED AS OF DATE: 19940726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI MILACRON INC /DE/ CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: 3541 IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 94540019 BUSINESS ADDRESS: STREET 1: 4701 MARBURG AVE CITY: CINCINNATI STATE: OH ZIP: 45209 BUSINESS PHONE: 5138418100 MAIL ADDRESS: STREET 1: 4701 MARBURG AVE CITY: CINCINNATI STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 10-Q 1 FORM 10-Q ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarter ended June 18, 1994 [ ] 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 1-8485 CINCINNATI MILACRON INC. (Exact name of registrant as specified in its charter) Delaware 31-1062125 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4701 Marburg Avenue Cincinnati, Ohio 45209 (Address of principal executive offices) (513)841-8100 (Registrant's telephone number, including area code) 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 [ ] Number of shares of Common Stock, $1.00 par value, outstanding as of July 25, 1994: 33,723,938 ============================================================================ CINCINNATI MILACRON INC. AND SUBSIDIARIES INDEX PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheet 3 Consolidated Condensed Statement of Earnings 4 Consolidated Condensed Statement of Cash Flows 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION Item 6. (a) Exhibits 16 (b) Reports on Form 8-K 16 Signatures 17 Index to Exhibits 18 PART I. FINANCIAL INFORMATION CINCINNATI MILACRON INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
(In millions) June 18, January 1, 1994 1994 ------- --------- Assets Current assets Cash and cash equivalents . . . . . . . . . . . . . . . $ 15.7 $ 18.8 Notes and accounts receivable, less allowances of $9.2 in 1994 and $7.9 in 1993. . . . . . . . . . . 190.8 188.3 Inventories Raw materials . . . . . . . . . . . . . . . . . . . . 25.1 21.5 Work-in-process and finished parts. . . . . . . . . . 171.7 155.7 Finished products . . . . . . . . . . . . . . . . . . 67.1 70.0 ------ ------ Total inventories . . . . . . . . . . . . . . . . . 263.9 247.2 Other current assets. . . . . . . . . . . . . . . . . . 31.4 29.3 ------ ------ Total current assets. . . . . . . . . . . . . . . . . 501.8 483.6 ------ ------ Property, plant and equipment . . . . . . . . . . . . . . 439.2 431.3 Less accumulated amortization and allowances for depreciation. . . . . . . . . . . . . . . . . . . . . 255.4 247.3 ------ ------ Property, plant and equipment - net . . . . . . . . 183.8 184.0 Other noncurrent assets . . . . . . . . . . . . . . . . . 64.4 62.0 ------ ------ Total assets. . . . . . . . . . . . . . . . . . . . . $750.0 $729.6 ====== ====== Liabilities and Shareholders' Equity Current liabilities Amounts payable to banks and current portion of long term debt. . . . . . . . . . . . . . . . . . . . $ 48.5 $ 77.6 Trade accounts payable. . . . . . . . . . . . . . . . . 80.6 84.6 Advance billings and deposits . . . . . . . . . . . . . 53.0 36.9 Accrued and other current liabilities . . . . . . . . . 159.5 170.2 ------ ------ Total current liabilities . . . . . . . . . . . . . . 341.6 369.3 Long-term accrued liabilities . . . . . . . . . . . . . . 127.7 128.6 Long-term debt and lease obligations. . . . . . . . . . . 144.4 107.6 ------ ------ Total liabilities . . . . . . . . . . . . . . . . . . . 613.7 605.5 ------ ------ Commitments and contingencies . . . . . . . . . . . . . . - - Shareholders' equity. . . . . . . . . . . . . . . . . . . Preferred shares. . . . . . . . . . . . . . . . . . . . 6.0 6.0 Common shares (outstanding: 33.6 in 1994 and 33.5 in 1993). . . . . . . . . . . . . . . . . . . . . . 287.3 284.8 Accumulated deficit . . . . . . . . . . . . . . . . . . (144.5) (151.2) Cumulative foreign currency translation adjustments . . (12.5) (15.5) ------ ------ Total shareholders' equity. . . . . . . . . . . . . . 136.3 124.1 ------ ------ Total liabilities and shareholders' equity. . . . . . . . $750.0 $729.6 ====== ======
See notes to consolidated condensed financial statements. CINCINNATI MILACRON INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF EARNINGS (UNAUDITED)
(In millions, except per-share amounts) 12 Weeks Ended 24 Weeks Ended ------------------- ------------------- June 18, June 19, June 18, June 19, 1994 1993 1994 1993 ------- ------- ------- ------- Sales . . . . . . . . . . . . . . . . . $269.3 $236.6 $514.8 $455.9 Cost of products sold . . . . . . . . . 203.9 179.4 390.5 346.3 ------ ------ ------ ------ Manufacturing margins . . . . . . . . 65.4 57.2 124.3 109.6 ------ ------ ------ ------ Other costs and expenses Selling and administrative. . . . . . 49.8 44.9 97.7 86.4 Other - net . . . . . . . . . . . . . 1.7 .5 2.9 1.4 ------ ------ ------ ------ Total other costs and expenses. . . 51.5 45.4 100.6 87.8 ------ ------ ------ ------ Operating earnings. . . . . . . . . . . 13.9 11.8 23.7 21.8 Interest Income. . . . . . . . . . . . . . . . .5 .7 .9 1.1 Expense . . . . . . . . . . . . . . . (3.9) (4.1) (7.5) (8.8) ------ ------ ------ ------ Interest - net. . . . . . . . . . . (3.4) (3.4) (6.6) (7.7) ------ ------ ------ ------ Earnings before income taxes, extraordinary item and cumulative effect of changes in methods of accounting. . . . . . . . . . . . . . 10.5 8.4 17.1 14.1 Provision for income taxes. . . . . . . 2.6 2.2 4.2 4.3 ------ ------ ------ ------ Earnings before extraordinary item and cumulative effect of changes in methods of accounting . . . . . . . . 7.9 6.2 12.9 9.8 Extraordinary loss on early extinguishment of debt. . . . . . . . - (4.4) - (4.4) Cumulative effect of changes in methods of accounting. . . . . . . - - - (52.1) ------ ------ ------ ------ Net earnings (loss) . . . . . . . . . . $ 7.9 $ 1.8 $ 12.9 $(46.7) ====== ====== ====== ====== Earnings (loss) per common share Earnings before extraordinary item and cumulative effect of changes in methods of accounting. . $.23 $ .19 $.37 $ .32 Extraordinary loss on early extinguishment of debt. . . . . . . - (.14) - (.14) Cumulative effect of changes in methods of accounting. . . . . . - - - (1.72) ---- ----- ---- ------ Net earnings (loss) . . . . . . . . . $.23 $ .05 $.37 $(1.54) ==== ===== ==== ====== Dividends per common share. . . . . . . $.09 $.09 $.18 $.18 Weighted average number of shares and common share equivalents outstanding (in thousands). . . . . . 33,989 32,827 34,002 30,433
See notes to consolidated condensed financial statements. CINCINNATI MILACRON INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(In millions) 12 Weeks Ended 24 Weeks Ended -------------------- ------------------- June 18, June 19, June 18, June 19, 1994 1993 1994 1993 ------- ------- ------- ------- Increase (decrease) in cash and cash equivalents Operating activities cash flows Net earnings (loss) . . . . . . . . . $ 7.9 $ 1.8 $ 12.9 $(46.7) Extraordinary loss on early extinguishment of debt. . . . . . . - 4.4 - 4.4 Cumulative effect of changes in methods of accounting . . . . . . . - - - 52.1 Operating activities providing (using) cash Depreciation. . . . . . . . . . . 6.6 6.3 12.9 12.0 Deferred income taxes . . . . . . .8 .6 1.8 1.4 Working capital changes Notes and accounts receivable . (11.2) 4.5 1.3 22.4 Inventories . . . . . . . . . . (7.8) (4.6) (18.4) 1.9 Other current assets. . . . . . (2.0) 3.5 (1.7) 2.1 Trade accounts payable and other current liabilities . . 8.6 (26.4) (2.4) (37.9) (Increase) decrease in other noncurrent assets . . . . . . .8 (.8) (1.8) (.2) Increase (decrease) in long-term accrued liabilities . . . . . . .1 (.9) (1.6) (.3) Other - net . . . . . . . . . . . .4 (.6) (2.1) (1.4) ------ ------ ------ ------ Net cash provided (used) by operating activities. . . . . 4.2 (12.2) .9 9.8 ------ ------ ------ ------ Investing activities cash flows Capital expenditures. . . . . . . . . (6.4) (3.7) (11.9) (6.6) Net disposals of property, plant and equipment . . . . . . . . . . . 1.0 4.9 2.3 13.6 Acquisition of Valenite . . . . . . . - - - (73.6) Cash received on disposition of subsidiary . . . . . . . . . . . .3 - 2.3 - ------ ------ ------ ------ Net cash provided (used) by investing activities. . . . . . (5.1) 1.2 (7.3) (66.6) ------ ------ ------ ------ Financing activities cash flows Dividends paid. . . . . . . . . . . . (3.1) (2.9) (6.2) (5.6) Issuance of long-term debt. . . . . . - - 115.4 - Repayments of long-term debt and lease obligations . . . . . . . . . (.5) (60.2) (60.5) (60.3) Increase (decrease) in amounts payable to banks. . . . . . . . . . 3.0 (25.2) (48.0) 14.0 Net issuance of common shares . . . . .4 110.4 2.6 113.3 Redemption premium on early extinguishment of debt. . . . . . . - (4.7) - (4.7) ------ ------ ------ ------ Net cash provided (used) by financing activities. . . . . . (.2) 17.4 3.3 56.7 ------ ------ ------ ------ Increase (decrease) in cash and cash equivalents. . . . . . . . . . . (1.1) 6.4 (3.1) (.1) Cash and cash equivalents at beginning of period . . . . . . . . . 16.8 8.4 18.8 14.9 ------ ------ ------ ------ Cash and cash equivalents at end of period . . . . . . . . . . . . $ 15.7 $ 14.8 $ 15.7 $ 14.8 ====== ====== ====== ======
See notes to consolidated condensed financial statements. CINCINNATI MILACRON INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION - - --------------------- In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, including only normal recurring adjustments except as indicated below, necessary to present fairly the company's financial position, results of operations and cash flows. The Consolidated Condensed Balance Sheet at January 1, 1994, has been derived from the audited consolidated financial statements at that date. The accounting policies followed by the company are set forth in the "Summary of Significant Accounting Policies" note to the consolidated financial statements included in the company's Annual Report on Form 10-K for the year ended January 1, 1994, as amended by the company's Form 10-K/A relating thereto dated July 8, 1994. CUMULATIVE EFFECT OF CHANGES IN METHODS OF ACCOUNTING - - ----------------------------------------------------- Effective January 3, 1993, the company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". This standard requires the use of the liability method, under which deferred income tax assets and liabilities related to cumulative differences between an entity's financial reporting and tax basis balance sheets are recognized using expected future tax rates. Previously, the company had used the deferred method, under which deferred income tax assets and liabilities were based on historical differences between financial reporting income and taxable income and recognized using historical income tax rates. The company's domestic operations also adopted Statement of Financial Accounting Standards No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions", effective January 3, 1993. This standard requires that the expected cost of postretirement benefits other than pensions, such as health care benefits, that are provided to retirees be recognized on the accrual method during the years that employees render service. The company provides health care benefits to U.S. retirees and previously recognized the related cost as these benefits were paid. Certain of the company's foreign operations also provide postretirement health care benefits to their employees. The company will adopt the standard for these operations in 1995. The company recorded the cumulative effect (to January 2, 1993) of adopting these standards as a charge to earnings in the first quarter of 1993, as follows: 24 Weeks Ended Charge to June 19, 1993 Earnings Per Common (In millions) Share ------------- -------------- Cumulative effect (to January 2, 1993) of changes in methods of accounting: Income taxes. . . . . . . . . . . . $ (4.2) $ (.14) Retiree health care benefits (with no current tax effect). . . (47.9) (1.58) ------ ------ $(52.1) $(1.72) ====== ====== The new standard for accounting for income taxes imposes significant limitations in the recognition of deferred tax assets related to future tax deductions previously recognized for financial reporting purposes and to net operating loss carryforwards. Because of these limitations, and because the company entered 1993 with a U.S. net operating loss carryforward of approximately $36 million, no income tax benefit could be recognized on a net basis for the cumulative effect of adopting the new accounting rules for postretirement health care benefits. ACQUISITIONS - - ------------ On February 1, 1993, the company completed the acquisition of GTE Valenite Corporation (Valenite) for $66 million in cash and $11 million of assumed debt. Valenite is a leading producer of consumable industrial metalcutting products. The acquisition, which was accounted for under the purchase method, was financed principally through the sale of $50 million of accounts receivable and borrowings under the company's committed revolving credit facility. On November 8, 1993, the company completed the acquisition of Ferromatik, the plastics injection molding machine business of Kloeckner-Werke AG, for DM 82.8 million (approximately $50 million) in cash and DM 10.6 million (approximately $6 million) in assumed debt. Approximately $4 million of the cash purchase price was subsequently refunded in a post-closing adjustment. The acquisition, which is being accounted for under the purchase method, was financed primarily through borrowings under the company's existing lines of credit, including its committed revolving credit facility. Ferromatik, which is headquartered in Germany, is one of the world's leading producers of injection molding machines and is recognized for high-end technology and other specialty applications. Unaudited pro forma sales and earnings information for the second quarter of 1993 and for the 24 weeks ended June 19, 1993, prepared under the assumption that the acquisitions had been completed at the beginning of 1993, is as follows: (In millions, except per-share amounts) 12 Weeks 24 Weeks Ended Ended June 19, June 19, 1993 1993 -------- -------- Sales . . . . . . . . . . . . . . . . . $263.6 $515.1 ====== ====== Earnings before extraordinary item and cumulative effect of changes in methods of accounting. . . . . . . $ 5.7 $ 8.4 Extraordinary loss on early extinguishment of debt. . . . . . . . (4.4) (4.4) Cumulative effect of changes in methods of accounting. . . . . . . - (52.1) ------ ------ Net earnings (loss) . . . . . . . . . . $ 1.3 $(48.1) ====== ====== Earnings (loss) per common share Earnings before extraordinary item and cumulative effect of changes in methods of accounting . . . . . . . $ .17 $ .27 Extraordinary loss on early extinguishment of debt. . . . . . . (.14) (.14) Cumulative effect of changes in methods of accounting. . . . . . - (1.72) ------ ------ Net earnings (loss) . . . . . . . . . $ .03 $(1.59) ====== ====== DISPOSITION OF SUBSIDIARY - - ------------------------- In February, 1994, the company completed the previously announced sale of its Sano business resulting in initial cash proceeds of $2.0 million. The remainder of the approximately $7 million gross sales price, which is subject to post- closing adjustments, is being received through the collection of trade receivables and in varying installments through 1999. INCOME TAXES - - ------------ The company entered 1994 with a net operating loss carryforward of $19 million for U.S. tax reporting purposes. The company also had net operating loss carryforwards in certain non-U.S. jurisdictions. Under the accounting rules adopted by the company in 1993, tax benefits related to the realization of net operating loss carryforwards are applied as a reduction of the provision for income taxes. As a result, the company's effective tax rate for the second quarter of 1994 and the 24 weeks ended June 18, 1994, which includes provisions for U.S. state and local and certain non-U.S. income taxes, is less than the U.S. federal statutory rate of 35%. In the second quarter of 1993 and the 24 weeks ended June 19, 1993, the company's provision for income taxes consisted principally of U.S. state and local and certain non-U.S. income taxes. Benefits from the realization of the company's U.S. net operating loss carryforward had the effect of lowering the effective tax rate. As a result, the company's overall effective tax rate was less than the U.S. federal statutory rate. LIABILITIES - - ----------- The components of accrued and other current liabilities and long-term accrued liabilities are shown in the following tables. (In millions) June 18, Jan. 1, 1994 1994 ------- ------ Accrued and other current liabilities Accrued salaries, wages and other compensation. . . . . . . . . . . . . $ 31.7 $ 21.5 Consolidation reserve . . . . . . . . . . . . 28.8 38.7 Restructuring reserves. . . . . . . . . . . . 10.5 17.1 Accrued and deferred income taxes . . . . . . 22.1 23.6 Other accrued expenses. . . . . . . . . . . . 66.4 69.3 ------ ------ $159.5 $170.2 ====== ====== Long-term accrued liabilities Accrued pension and other compensation. . . . $ 25.5 $ 24.1 Accrued postretirement health care benefits . . . . . . . . . . . . . . . 45.2 46.9 Accrued and deferred income taxes . . . . . . 30.6 30.5 Other . . . . . . . . . . . . . . . . . . . . 26.4 27.1 ------ ------ $127.7 $128.6 ====== ====== LONG-TERM DEBT AND LEASE OBLIGATIONS - - ------------------------------------ Long-term debt and lease obligations are shown in the following table. (In millions) June 18, Jan. 1, 1994 1994 ------- ------ Long-term debt 8-3/8% Notes due 2004 . . . . . . . . . . . . $115.0 $ - 8-3/8% Senior Notes due 1997. . . . . . . . . - 60.0 12% Sinking Fund Debentures due 2010. . . . . 10.8 10.8 Industrial Development Revenue Bonds due 2008. . . . . . . . . . . . . . . 10.0 10.0 Revolving credit facility . . . . . . . . . . 10.0 10.0 Other . . . . . . . . . . . . . . . . . . . . 8.9 8.8 ------ ------ 154.7 99.6 ------ ------ Capital lease obligations 6-3/4% Bonds due 2004 . . . . . . . . . . . . 7.6 7.6 6-3/8% Bonds due 1994 - 1997. . . . . . . . . 3.4 3.4 6-1/2% Bonds due 1994 . . . . . . . . . . . . .4 .4 ------ ------ 11.4 11.4 ------ ------ Total long-term debt and lease obligations. . . 166.1 111.0 Less current maturities . . . . . . . . . . . . (21.7) (3.4) ------ ------ $144.4 $107.6 ====== ====== On March 16, 1994, the company completed a private financing involving the placement of $115 million of 8-3/8% notes due 2004. The proceeds were used to redeem at par the company's outstanding 8-3/8% Senior Notes due 1997 and to repay borrowings under bank lines of credit. On July 8, 1994, the company issued a prospectus offering to exchange the privately financed 8-3/8% Notes due 2004, for an equal principal amount of new 8-3/8% Notes due 2004 which have substantially identical terms but which have been registered under the Securities Act of 1993. At June 18, 1994, $10.0 million of borrowings under the company's revolving credit facility are included in long-term debt based on the expectation that such amount will remain outstanding for more than one year. At June 18, 1994, current maturities includes the Industrial Development Revenue Bonds due 2008 and the 6-3/4% Bonds due 2004, both of which are expected to become payable within one year due to the anticipated closure of the company's two machine tool facilities in South Carolina. LINES OF CREDIT - - --------------- At June 18, 1994, the company had formal and informal lines of credit with various U.S. and non-U.S. banks of approximately $287 million, including committed lines totaling $138 million. The committed lines include a $130 million revolving credit facility which imposes restrictions on total indebtedness in relation to total capital (debt and equity). In July, 1994, the facility was amended to reduce the restrictions on total indebtedness and to extend its maturity date to July, 1996. Under the provisions of the amended facility, the company's additional borrowing capacity would have totaled approximately $100 million at June 18, 1994 as compared to $51 million prior to the amendment. SHAREHOLDERS' EQUITY - - -------------------- On April 15, 1993, the company completed the issuance of an additional 5.175 million common shares through a public offering, resulting in net proceeds (after deducting issuance costs) of $100.6 million. The proceeds of the offering were used to redeem $60.0 million of the company's 12% Sinking Fund Debentures due 2010 and to repay borrowings under revolving lines of credit and other bank debt. The redemption of the 12% Sinking Fund Debentures due 2010 effective May 17, 1993 resulted in a pretax extraordinary loss on early extinguishment of debt of $5.2 million ($4.4 million after tax) in the second quarter of 1993. The pretax extraordinary loss included a cash call premium of $4.7 million and the write-off of deferred financing fees of $.5 million. CONTINGENCIES - - ------------- Various lawsuits arising during the normal course of business are pending against the company and its consolidated subsidiaries. In the opinion of management, the ultimate liability, if any, resulting from these matters will have no significant effect on the company's consolidated financial position or results of operations. SEGMENT INFORMATION - - ------------------- The company has three business segments: plastics machinery, machine tools, and industrial products. Financial information for each of these segments for the second quarters of 1994 and 1993 and for the 24 weeks ended June 18, 1994 and June 19, 1993 are presented below. (In millions)
12 Weeks Ended 24 Weeks Ended --------------------- ------------------- June 18, June 19, June 18, June 19, 1994 1993 1994 1993 ------- ------- ------- ------- Sales Plastics machinery. . . . . . . . . $121.4 $ 77.2 $217.7 $146.0 Machine tools . . . . . . . . . . . 67.2 77.9 136.0 161.5 Industrial products . . . . . . . . 80.7 81.5 161.1 148.4 ------ ------ ------ ------ $269.3 $236.6 $514.8 $455.9 ====== ====== ====== ====== Operating earnings (loss) Plastics machinery. . . . . . . . . $ 9.7 $ 6.1 $ 16.7 $ 9.8 Machine tools . . . . . . . . . . . (.9) 1.6 (2.4) 4.0 Industrial products . . . . . . . . 8.2 7.3 15.1 13.7 Unallocated corporate expenses. . . (3.1) (3.2) (5.7) (5.7) ------ ------ ------ ------ $ 13.9 $ 11.8 $ 23.7 $ 21.8 ====== ====== ====== ====== New orders Plastics machinery. . . . . . . . . $134.2 $ 82.9 $239.9 $154.5 Machine tools . . . . . . . . . . . 85.9 70.1 161.7 145.8 Industrial products . . . . . . . . 81.5 78.9 166.5 146.6 ------ ------ ------ ------ $301.6 $231.9 $568.1 $446.9 ====== ====== ====== ====== Ending backlog. . . . . . . . . . . . . . . . . . . . . . . . $299.3 $273.1 ====== ======
Unallocated corporate expenses includes corporate research and development and certain administrative expenses, including fees related to the sale of receivables. Earnings Per Share - - ------------------ Earnings per common share are based on the weighted average number of common shares and common share equivalents outstanding. CINCINNATI MILACRON INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) RESULTS OF OPERATIONS - - --------------------- SALES Sales in the second quarter of 1994 were $269 million, which represented a $33 million or 14% increase over the second quarter of 1993. The increase was primarily attributable to a $44 million or 57% increase in plastics machinery sales which more than offset an $11 million or 14% decrease in machine tools sales. The plastics machinery sales increase was partially attributable to the acquisition of Ferromatik on November 8, 1993, which accounted for about $20 million of the increase, and , more importantly, higher sales of U.S.-built injection molding machines. Excluding the effect of the Ferromatik acquisition, plastics machinery sales increased by more than 20%. The machine tools sales decrease was primarily attributable to a $7 million decline in shipments of systems to the aerospace industry that was partially offset by an increase in shipments of Wolfpack-designed vertical machining centers. Sales of industrial products decreased $1 million or 1% due to reduced sales of European cutting fluids and the elimination of certain non-core product offerings at Valenite. Sales for the 24 weeks ended June 18, 1994 were $515 million, which represented a $59 million or 13% increase over the comparable period of 1993. The year-to- date sales increase is primarily attributable to (i) a $72 million or 49% increase in plastics machinery sales, which includes approximately $40 million resulting from the acquisition of Ferromatik and increased sales of U.S. built injection molding machines (ii) a $13 million increase in industrial products sales resulting primarily from the inclusion of Valenite's sales for six periods in 1994 versus five periods in 1993 and (iii) a $26 million or 16% decrease in machine tools sales due to a decline in shipments of systems to the aerospace industry. Export sales were $34 million in the second quarter of 1994 and $61 million for the 24 weeks ended June 18, 1994 compared to $23 million and $48 million in the comparable periods of 1993. The increase in export sales is primarily attributable to the increase in the plastics machinery segment. NEW ORDERS AND BACKLOG New orders for the second quarter of 1994 were $302 million, which represented a $70 million or 30% increase over the second quarter of 1993. Orders for plastics machinery increased $51 million or 62% which primarily reflects the strong market for injection molding machines, a $17 million order from a Russian greenhouse builder and the inclusion of Ferromatik's new orders of about $20 million. Excluding the Ferromatik acquisition, plastics machinery orders were up by more than 35%. Machine tool orders increased $16 million or 23% due to increased demand for Wolfpack-designed products, primarily UK-built vertical machining centers. Orders for industrial products increased $3 million or 3%. New orders for the 24 weeks ended June 18, 1994 were $568 million, which represented a $121 million or 27% increase over the comparable period of 1993. Orders for plastics machinery increased $85 million or 55% due principally to increased demand for injection molding machines and the inclusion of Ferromatik's new orders of almost $40 million. Machine tool new orders increased $16 million or 11% due to a greater demand for Wolfpack-designed products, primarily vertical machining centers. Orders for industrial products increased $20 million or 14% due primarily to the timing of the Valenite acquisition. The backlog of unfilled orders was $299 million as of June 18, 1994 compared to $273 million at the comparable date in 1993. The increase in backlog is primarily attributable to the Russian order, the effect of the Ferromatik acquisition, and greater demand for vertical machining centers, which offset a decline in machine tool orders of systems for the aerospace industry. MARGINS, COSTS AND EXPENSES The consolidated manufacturing margin of 24.3% in the second quarter of 1994 is virtually unchanged from the 24.2% in the comparable period of 1993, although margins fluctuated somewhat within each of the company's business segments. Margins for plastics machinery declined slightly compared to the second quarter of 1993 but increased from the first quarter of 1994. Margins for machine tools improved slightly due to increased utilization of the Birmingham, England plant where vertical machining centers are manufactured. Margins for industrial products increased slightly due to improved margins for Valenite products as a result of paring back non-core product offerings. Selling and administrative expense in the second quarter of 1994 and for the 24 weeks ended June 18, 1994 increased in connection with higher sales compared with the same periods of 1993. Selling expenses as a percent of sales increased modestly for the second quarter and the 24 weeks ended June 18, 1994 due to the higher mix of Wolfpack-designed machines that are sold through distributors. Administrative expense decreased for the second quarter of 1994 and the 24 weeks ended June 18, 1994 due primarily to a reduction in outside professional services. Other expense-net includes primarily costs associated with the sale of accounts receivable. Interest expense-net was unchanged in the second quarter of 1994 compared with the second quarter of 1993. Interest expense-net declined by $1.1 million for the 24 weeks ended June 18, 1994 due to a reduced debt level in the first quarter of 1994 compared to the first quarter of 1993 as a result of the sale of 5.175 million additional common shares in April, 1993 and the subsequent redemption of $60 million of 12 % Sinking Fund Debentures. INCOME TAXES The provision for income taxes in both 1994 and 1993 consists primarily of U.S. state and local income taxes and non-U.S. income taxes in certain profitable jurisdictions. U.S. federal income taxes are minimal in both periods because benefits from the utilization of the company's net operating loss carryforwards are applied as a reduction of the provision for income taxes. In 1994, the company is also utilizing certain non-U.S. net operating loss carryforwards. The company's effective tax rate is 25% for the 24 weeks ended June 18, 1994 compared to 30% for the comparable period in 1993. The lower effective tax rate in 1994 results principally from benefits associated with the utilization of net operating loss carryforwards in certain non-U.S. jurisdictions. EARNINGS Earnings before extraordinary item improved to $7.9 million, or $.23 per share, during the second quarter of 1994 compared to $6.2 million, or $.19 per share, in 1993. For the 24 weeks ended June 18, 1994, earnings before extraordinary item and cumulative effect of changes in methods of accounting improved to $12.9 million, or $.37 per share, compared to $9.8 million, or $.32 per share, in 1993. In the first quarter of 1993, the company adopted two new accounting standards resulting in charges to earnings totaling $52.1 million, or $1.72 per share, for the 24 weeks ended June 19, 1993. The first new standard, SFAS No. 109, significantly changes existing methods of accounting for income taxes and resulted in a charge of $4.2 million, or $.14 per share. The second standard, SFAS No. 106, requires that certain postretirement benefits such as health care, be accounted for on the accrual method. The adoption of this standard resulted in a charge of $47.9 million, or $1.58 per share, to record the accrued liability for retiree health care benefits. Because of the limitations on the recognition of deferred tax assets under SFAS No. 109, no income tax benefit could be recorded in connection with the adoption of SFAS No. 106. Except for the cumulative effect, the new rules regarding postretirement medical benefits did not significantly affect the company's earnings in 1994 or 1993, while the new rules regarding income taxes had the effect of reducing the company's effective tax rate in 1994 and 1993 due to the realization of net operating loss carryforwards. In the second quarter of 1993, the company reported an extraordinary charge of $4.4 million after tax, or $.14 per share, related to the early extinguishment of $60 million of 12% debentures. Net earnings were $7.9 million, or $.23 per share, in the second quarter of 1994 compared to net earnings of $1.8 million, or $.05 per share, in the comparable period of 1993 which includes the effect of the extraordinary charge. Net earnings for the 24 weeks ended June 18, 1994 were $12.9 million, or $.37 per share, compared with a net loss of $46.7 million , or $1.54 per share, for the comparable period of 1993 which resulted from the aforementioned extraordinary item and changes in methods of accounting that totaled $56.5 million. CONSOLIDATION CHARGE - - -------------------- In December, 1993, management adopted a plan to reduce machine tool manufacturing capacity by consolidating U.S. machine tool manufacturing into facilities in Cincinnati and accordingly recorded a charge of $47.1 million. Production at the company's two machine tool facilities in Fountain Inn and Greenwood, South Carolina is being phased out and the plants are expected to be closed by year-end 1994. The consolidation addresses excess manufacturing capacity created by two factors: the company's successful Wolfpack program, which has significantly reduced the hours and floorspace required to manufacture and assemble machine tool products; and the unusually steep recession in the aerospace industry, which has dramatically lowered demand for the company's advanced machine tool systems. The consolidation plan includes a provision for the phase out of production in South Carolina offset by a simultaneous ramp up of production in Cincinnati in order to minimize the effect of the consolidation on 1994 sales. However, the company is currently experiencing some temporary production delays during the consolidation process that is currently estimated to cause a $10 million to $15 million reduction in 1994 sales of products previously manufactured in South Carolina. There have been no material changes to the consolidation plan and the company continues to believe that the consolidation will be completed in 1994. Costs totaling $6 million during the second quarter of 1994 and $12 million for the 24 weeks ended June 18, 1994 were charged against the consolidation reserve. OUTLOOK - - ------- The company expects the second half of 1994 to be stronger than the first half of the year. The plastics machinery and industrial products businesses should maintain a strong pace. While the machine tool consolidation will not be completed until the fourth quarter, the company expects the group will benefit from its higher backlog and improved efficiencies in the second half of the year. LIQUIDITY AND SOURCES OF CAPITAL - - -------------------------------- Cash and cash equivalents decreased by $1 million during the second quarter of 1994 and decreased $3 million from $19 million at year-end 1993 to $16 million at June 18, 1994. Total debt increased $3 million during the second quarter of 1994 and increased $8 million from $185 million at year-end 1993 to $193 million at June 18, 1994. During the second quarter, working capital increased by $8 million, but the current ratio remained unchanged at 1.5. For the 24 weeks ended June 18, 1994, working capital increased $46 million from $114 million at year-end 1993 to $160 million at June 18, 1994. This increase is due mainly to the issuance of long- term debt and repayment of short-term debt, as described below. Operating activities provided $4 million of cash in the second quarter of 1994 compared to $12 million utilized in the comparable period of 1993. Incremental cash costs associated with the consolidation charge described above were not significant during the first two quarters in 1994. For the 24 weeks ended June 18, 1994, operating activities provided $1 million of cash as compared to $10 million in 1993. For the 24 weeks ended June 19, 1993 operating activities include net cash proceeds of $29 million related to the sale of certain U.S. accounts receivable; comparable amounts for other periods presented are not material. Expenditures for new property, plant and equipment in the second quarter of 1994 and for the 24 weeks ended June 18, 1994 were $6.4 million and $11.9 million, respectively, as compared to $3.7 million and $6.6 million in 1993. The $2.3 million of proceeds from the disposal of property, plant and equipment for the 24 weeks ended June 18, 1994 related primarily to the U.S. machine tool consolidation. Proceeds from the disposal of property, plant and equipment during the second quarter of 1993 of $4.9 million and for the year-to-date period of $13.6 million relate primarily to the sale of surplus assets and the sale and operating leaseback of certain manufacturing equipment. For all of 1994, the company expects to expend $38 million for property, plant and equipment, including $7 million for the implementation of advanced manufacturing technologies at Ferromatik and increasing the level of plant modernization at Valenite. The company had a number of short-term intercompany loans denominated in various currencies totaling approximately $32 million at June 18, 1994 that are subject to foreign exchange risk. The company also enters into various transactions, in the ordinary course of business, for the purchase and sale of goods and services in various currencies. The company hedges its exposure to currency fluctuations related to short-term intercompany loans and the purchase and sale of goods under firm commitments by entering into foreign exchange contracts to minimize the effect of foreign currency exchange rate fluctuations related to significant transactions. On March 16, 1994, the company completed a private financing involving the placement of $115 million of 8-3/8% Notes due 2004. The company used the proceeds to repay short-term debt and redeem at par the company's $60 million outstanding 8-3/8% Senior Notes due 1997. On July 8, 1994, the company issued a prospectus offering to exchange the privately financed 8-3/8% Notes due 2004, for an equal principal amount of new 8-3/8% Notes due 2004 which have substantially identical terms but which have been registered under the Securities Act of 1993. At June 18, 1994, the company had committed lines of credit of approximately $138 million with various U.S. and foreign banks. These committed lines include a $130 million revolving credit facility which imposes restrictions on total debt in relation to total capital (debt and equity). The company's ratio of total debt to total capital was 59% at June 18, 1994 compared to 60% at March 26, 1994 and year-end 1993. In July, 1994, the company's $130 million revolving credit facility was amended to reduce the restrictions imposed on total indebtedness and to extend the maturity date of the facility to July, 1996. Under the provisions of the amended facility, the company's additional borrowing capacity would have totaled approximately $100 million at June 18, 1994 as compared to $51 million prior to the amendment. Because the restrictions imposed by the revolving credit facility relate to total indebtedness, the long- term debt repayments due within one year will give rise to additional borrowing capacity under the company's committed lines of credit. As a result, utilization of these lines of credit to repay long-term debt will not reduce the company's borrowing capacity. The company believes that its cash flow from operations and available credit lines are sufficient to meet its debt service and operating requirements, including necessary capital expenditures, in the foreseeable future. PART II. OTHER INFORMATION CINCINNATI MILACRON INC. AND SUBSIDIARIES ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - ----------------------------------------- (a) Exhibits Exhibit (4) - Instruments Defining the Rights of Security Holders, Including Indentures Exhibit (10) - Material Contracts Exhibit (11) - Statement Regarding Computation of Earnings Per Share - filed as a part of Part I. (b) Reports on Form 8-K There were no reports on Form 8-K filed during the quarter ended June 18, 1994. CINCINNATI MILACRON INC. AND SUBSIDIARIES 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. Cincinnati Milacron Inc. Date: July 26, 1994 By:/s/Robert P. Lienesch --------------- --------------------- Robert P. Lienesch Controller Date: July 26, 1994 By:/s/Ronald D. Brown --------------- ------------------ Ronald D. Brown Vice President - Finance and Chief Financial Officer CINCINNATI MILACRON INC. AND SUBSIDIARIES INDEX TO EXHIBITS EXHIBIT NO. PAGE NO. - - ----------- -------- 2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession - Not Applicable. 4 Instruments Defining the Rights of Security Holders, Including Indentures. 4(a) 12% Sinking Fund Debentures due July 15, 2010 - Incorporated herein by reference to the company's Registration Statement on Form S-3 (Registration No. 2-98653). 4(b) 8-3/8% Notes due 2004 - Incorporated herein by reference to the company's registration statement on Form S-4 (registration No. 33-53009). 4(c) Cincinnati Milacron Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the instruments with respect to the long-term debt for securities authorized thereunder which do not exceed 10% of the registrant's total consolidated assets. 10 Material Contracts - Incorporated herein by reference to the company's annual report on Form 10-K for the fiscal year ended January 1, 1994. 10.1 - Amendment Number Three, dated as of July 20, 1994 to the Amended and Restated Revolving Credit Agreement dated as of January 28, 1993, as amended and restated as of December 31, 1993, among Cincinnati Milacron Inc., the Lenders listed therein and Bankers Trust Company, as Agent. - Filed herewith 11 Statement Regarding Computation of Earnings per Share 19 18 Letter Regarding Change in Accounting Principles - Not Applicable. 19 Report Furnished to Security Holders - Not Applicable. 22 Published Report Regarding Matters Submitted To Vote of Security Holders - Not Applicable. 23 Consents of Experts and Counsel - Not Applicable. 24 Power of Attorney - Not Applicable. 27 Financial Data Schedules - Not Applicable. 99 Additional Exhibits - Not Applicable. EX-1 2 EXHIBIT 10.1 EXHIBIT 10.1 [Conformed] AMENDMENT NUMBER THREE, dated as of July 20, 1994 ("Amendment") to the Amended and Restated Revolving Credit Agreement dated as of January 28, 1993, as amended and restated as of July 20, 1993, as amended by Amendment Number One, dated as of October 26, 1993 and Amendment Number Two dated as of December 31, 1993 and as amended hereby (the "Credit Agreement"), among CINCINNATI MILACRON INC., a Delaware corporation (the "Borrower"), the lenders listed on Schedule 2.1 thereto (each a "Lender" and collectively, the "Lenders") and BANKERS TRUST COMPANY, a New York banking corporation ("BTCo"), as a Lender and as agent and collateral agent for the Lenders (in such capacity, including its successors and permitted assigns, the "Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, the Borrower has requested that the Agent and the Lenders amend certain provisions of the Credit Agreement; WHEREAS, the Agent and the Lenders have considered and agreed to the Borrower's requests, upon the terms and conditions set forth in this Amendment; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION ONE - AMENDMENTS. The Credit Agreement is amended as hereinafter provided in this Section ONE, effective as of July 20, 1994 (the "Amendment Effective Date"). 1.1. Amendment to Section 1 (Definitions) of the Credit Agreement (a) Section 1.1 shall be amended by adding the following new definitions in appropriate alphabetical order: "Amendment No. 3" shall mean Amendment Number Three dated as of July 20, 1994 to this Agreement." (b) Section 1.1 shall be further amended as follows: "Applicable Borrowing Margin" shall be amended by deleting the definition in its entirety and replacing it with the following: "'Applicable Borrowing Margin' shall mean (a) with respect to Eurodollar Loans, if the ratio of Consolidated Total Indebtedness to the sum of (i) Consolidated Total Indebtedness plus (ii) Consolidated Tangible Net Worth, as evidenced by the compliance certificate of the Borrower from the preceding quarter, is (x) greater than or equal to 65.0%, 1.25% per annum, (y) is less than 65.0% but greater than or equal to 60.0%, 1.00% per annum, (z) is less than 60.0% but greater than or equal to 50.0%, .925% per annum, (xx) is less than 50.0% but greater than or equal to 45.0%, .75% per annum, (yy) is less than 45.0% but greater than or equal to 40.0%, .40% per annum and (zz) is less than 40.0%, .35% per annum; and (b) with respect to Fixed CD Rate Loans, if the ratio of Consolidated Total Indebtedness to the sum of (i) Con- solidated Total Indebtedness plus (ii) Consolidated Tangible Net Worth, as evidenced by the compliance certificate of the Borrower from the preceding quarter, is (x) greater than or equal to 65.0%, 1.375% per annum, (y) is less than 65.0% but greater than or equal to 60.0%, 1.125% per annum, (z) is less than 60.0% but greater than or equal to 50.0%, 1.05% per annum, (xx) is less than 50.0% but greater than or equal to 45.0%, .875% per annum, (yy) is less than 45.0% but greater than or equal to 40.0%, .525% per annum and (zz) is less than 40.0%, .475% per annum." "Applicable Fee Percentage" shall be amended by deleting the definition thereof in its entirety and replacing it with the following: "'Applicable Fee Percentage' shall mean, with respect to the Facility Fee as defined in Section 2.13, if the ratio of Consolidated Total Indebtedness to the sum of (i) Consolidated Total Indebtedness plus (ii) Consolidated Tangible Net Worth, as evidenced by the compliance certificate of the Borrower from the preceding quarter, is (x) greater than or equal to 65.0%, .50% per annum, (y) is less than 65.0% but greater than or equal to 60.0%, .50% per annum, (z) is less than 60.0% but greater than or equal to 50.0%, .45% per annum, (xx) is less than 50.0% but greater than or equal to 45.0%, .375% per annum, (yy) is less than 45.0% but greater than or equal to 40.0%, .25% per annum and (zz) is less than 40.0%, .20% per annum." "Final Maturity Date" shall be amended by deleting the definition thereof and replacing it with the following: "'Final Maturity Date' means July 20, 1996 unless such date is extended for one year; provided, however, that the Borrower gives the Agent written notice no later than July 20, 1995 of its desire to extend the Maturity Date, which extension shall be subject to the consent of each Lender (other than a Defaulting Lender)". 1.2 Amendment to Section 2 (Amount and Terms of Loans) of the Credit Agreement Section 2.13 shall be amended by deleting the words "based on the ratings of the Long Term Debt Issue from S&P and Moody's,". A new Section 2.16 shall be added as follows: "2.16 Certain Computations All interest, fees and other amounts accruing under this Agreement on or prior to, or determined in respect of any day accruing on or prior to, July 20, 1994 shall be computed and determined as provided in this Agreement before giving effect to Amendment No. 3." 1.3 Amendment to Section 5 (Affirmative Covenants) to the Credit Agreement Section 5.11 shall be amended to read as follows: "The Borrower shall maintain, at all times, a ratio of Consolidated Total Indebtedness to the sum of (i) Consolidated Total Indebtedness plus (ii) Consolidated Tangible Net Worth not to exceed (x) 69% during the period ending March 24, 1995, (y) 62.5% for the period commencing on March 25, 1995 and ending on June 16, 1995, (z) 60.0% for the period commencing on June 17, 1995 and ending October 6, 1995, (xx) 57.5% for the period commencing October 7, 1995 and ending March 23, 1996 and (yy) 55.0% thereafter". 1.4 Amendment to Section 6 (Negative Covenants) of the Credit Agreement Section 6.4 shall be amended by inserting after the words "or the issuance of Securities" the words "and also excluding redemptions and purchases of indebtedness for money borrowed or Capital Leases related to the plants of the Borrower or its affiliates located at Fountain Inn and Greenwood, South Carolina in an aggregate amount not to exceed $18,000,000". SECTION TWO - REPRESENTATIONS AND WARRANTIES. The Borrower hereby confirms, reaffirms and restates the representations and warranties made by it in Section 8 of the Credit Agreement, as amended hereby, and all such representations and warranties are true and correct in all material respects as of the date hereof. The Borrower further represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent and each Lender that: (a) The Borrower has the corporate power, authority and legal right to execute, deliver and perform this Amendment and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment; (b) No consent of any person other than the Requisite Lenders, and no consent, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment has been duly executed and delivered on behalf of the Borrower by a duly authorized officer of the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditor's rights generally; and (d) The execution, delivery and performance of this Amendment will not violate any requirement of law or contractual obligation of the Borrower. SECTION THREE - MISCELLANEOUS. (a) Except as herein expressly amended, the Credit Agreement and all other agreements, documents, instruments and certificates executed in connection therewith, except as otherwise provided herein, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. (b) All references to the Credit Agreement shall mean the Credit Agreement as amended as of the Amendment Effective Date, and as the same may at any time be amended, amended and restated, supplemented or otherwise modified from time to time and as in effect. (c) This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. (d) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. (e) This Amendment shall not constitute a consent or waiver to or modification of any other provision, term or condition of the Credit Agreement. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Credit Agreement, as amended hereby, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. CINCINNATI MILACRON INC. By: /s/ K. W. Mueller Name: K. W. Mueller Title: Treasurer BANKERS TRUST COMPANY, as a Lender and as Agent By: /s/ Edward G. Bennett Name: Edward G. Bennett Title: Vice President CREDIT LYONNAIS CHICAGO BRANCH, as a Lender By: /s/ Mary Ann Clemm Name: Mary Ann Klemm Title: Vice President MIDLAND BANK plc, NEW YORK BRANCH, as a Lender By: /s/ Patricia E. Apelian Name: Patricia E. Apelian Title: Director MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Lender By: /s/ Timothy S. Broadbent Name: Timothy S. Broadbent Title: Vice President NATIONSBANK OF NORTH CAROLINA, N.A., as a Lender By: /s/ Jay Johnston________ Name: Jay Johnston Title: Vice President NBD BANK, N.A., as a Lender By: /s/ Gary C. Wilson_____ Name: Gary C. Wilson Title: Vice President PNC BANK, OHIO, N.A., as a Lender By: /s/ David F. Knuth_____ Name: David F. Knuth Title: Vice President SOCIETY NATIONAL BANK, as a Lender By: /s/ Wayne K. Guessford_ Name: Wayne K. Guessford Title: Vice President STAR BANK, N.A., as a Lender By: /s/ William J. Goodwin_ Name: William J. Goodwin Title: Vice President EX-2 3 EXHIBIT 11 Exhibit 11 Cincinnati Milacron Inc. and Subsidiaries Computation of Earnings Per Share (Unaudited)
(In thousands, except per-share amounts) 12 Weeks Ended 24 Weeks Ended ------------------- ------------------ June 18, June 19, June 18, June 19, 1994 1993 1994 1993 ------- ------- ------- -------- Net earnings (loss) . . . . . . . . . . $ 7,879 $ 1,740 $12,863 $(46,770) Less preferred dividends. . . . . . . . (60) (60) (120) (120) ------- ------- ------- -------- Net earnings (loss) available to common shareholders. . . . . . . $ 7,819 $ 1,680 $12,743 $(46,890) ======= ======= ======= ======== Primary Average number of shares outstanding . . . . . . . . . . . . 33,632 32,192 33,592 29,565 Add dilutive effect of stock options based on treasury stock method . . . . . . . 357 635 410 868 ------- ------- ------- -------- Total . . . . . . . . . . . . . . . 33,989 32,827 34,002 30,433 ======= ======= ======= ======== Per share amount . . . . . . . . $ .23 $ .05 $ .37 $ (1.54) ======= ======= ======= ======== Fully diluted (a) Average number of shares outstanding . . . . . . . . . . . . 33,632 32,192 33,592 Add dilutive effect of stock options based on treasury stock method. . . . . . . . . . . . 383 635 430 ------- ------- ------- Total . . . . . . . . . . . . . . . 34,015 32,827 34,022 ======= ======= ======= Per share amount . . . . . . . . $ .23 $ .05 $ .37 ======= ======= =======
(a) Fully diluted earnings per common share is not presented for the 24 weeks ended June 19, 1993 because the effect would be anti-dilutive. Note: This computation is required by Regulation S-K, Item 601, and is filed as an exhibit under Item 6 of Form 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----