-----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, P133Q6i4o0vJoTTrz0nn/9aPVzYS+CB3pJL0zjAM3AxS3kikpOlebZK3K8SB37y1 YMumII5sLvGDwzVO46TQew== 0000073568-95-000004.txt : 19950427 0000073568-95-000004.hdr.sgml : 19950427 ACCESSION NUMBER: 0000073568-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950426 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK INDUSTRIES INC CENTRAL INDEX KEY: 0000073568 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 361569000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04474 FILM NUMBER: 95531498 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: BAY COLONY CORP CENTER CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178900400 MAIL ADDRESS: STREET 1: BAY COLONY CORPORATE CENTER STREET 2: 1000 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: OAK ELECTRONETICS CORP DATE OF NAME CHANGE: 19720827 10-Q 1 10-Q MAIN DOC ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1995 COMMISSION FILE NO. 1-4474 -------------------------- OAK INDUSTRIES INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-1569000 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) BAY COLONY CORPORATE CENTER 1000 WINTER STREET WALTHAM, MASSACHUSETTS 02154 (Address of principal executive offices) (617) 890-0400 (Registrant's telephone number) 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 number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. As of March 31, 1995, the Company had outstanding 17,484,575 shares of Common Stock, $0.01 par value per share. ============================================================================= PART I. FINANCIAL INFORMATION ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (Dollars in thousands)
March 31, 1995 December 31, 1994 (Unaudited) --------------------- --------------------- ASSETS Current Assets: Cash and cash equivalents....................... $ 35,137 $ 37,648 Receivables, less reserve....................... 41,821 31,731 Inventories: Raw materials................................. $ 9,281 $ 9,652 Work in process............................... 18,166 18,446 Finished goods................................ 8,283 35,730 7,540 35,638 -------- --------- Other current assets............................ 14,972 14,550 -------- -------- Total current assets......................... 127,660 119,567 Plant & Equipment, at cost........................ 103,534 100,452 Less - Accumulated depreciation................... (65,687) 37,847 (63,879) 36,573 -------- --------- Deferred Income Taxes............................. 31,750 31,750 Goodwill and Other Intangible Assets, less accumulated amortization of $8,704 and $8,374... 75,993 75,960 Other Assets...................................... 17,423 17,791 -------- -------- Total Assets................................. $290,673 $281,641 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt............... $ 7,071 $ 13,118 Accounts payable................................ 12,899 12,558 Accrued liabilities............................. 21,672 21,823 -------- -------- Total current liabilities.................... 41,642 47,499 Other Liabilities................................. 6,576 6,058 Long-term Debt.................................... 33,863 34,403 Minority Interest................................. 29,357 26,531 Stockholders' Equity: Common stock.................................... $ 175 $ 175 Additional paid-in capital...................... 279,283 278,976 Accumulated deficit............................. (98,589) (109,404) Other........................................... (1,634) 179,235 (2,597) 167,150 --------- -------- --------- -------- Total Liabilities and Stockholders' Equity... $290,673 $281,641 ======== ========
See accompanying notes to condensed consolidated financial statements. CONSOLIDATED STATEMENT OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited)
For the Three Months Ended March 31, ---------------------- 1995 1994 -------- -------- Net sales........................................... $ 71,600 $ 61,785 Cost of sales....................................... (43,085) (39,220) -------- -------- Gross margin........................................ 28,515 22,565 Selling, general and administrative expenses........ (12,957) (11,202) -------- -------- Operating income.................................... 15,558 11,363 Interest expense.................................... (1,510) (1,736) Interest income..................................... 461 222 Equity in net income of affiliated companies........ 498 493 Other income........................................ 107 365 -------- -------- Income from continuing operations before income taxes and minority interest........................ 15,114 10,707 Income taxes........................................ (1,473) (1,129) Minority interest in net income of subsidiaries..... (2,826) (2,186) -------- -------- Net income.......................................... $ 10,815 $ 7,392 ======== ======== Income per common share (primary and fully-diluted).................................... $ .58 $ .40 ======== ========
See accompanying notes to condensed consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) (Unaudited)
For the Three Months Ended March 31, ---------------------- 1995 1994 -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM: OPERATING ACTIVITIES: Income from continuing operations........................... $ 10,815 $ 7,392 Adjustments to reconcile income from continuing operations to net cash provided by continuing operations: Depreciation and amortization........................... 2,939 2,527 Change in minority interest............................. 2,826 2,186 Change in assets and liabilities, net of effects from acquisition of businesses........................ (10,017) (4,934) Other................................................... (485) (1,980) -------- -------- Net cash provided by continuing operations.................... 6,078 5,191 -------- -------- INVESTING ACTIVITIES: Capital expenditures........................................ (2,756) (1,400) Other....................................................... (22) 131 -------- -------- Net cash used in investing activities......................... (2,778) (1,269) -------- -------- FINANCING ACTIVITIES: Principal repayments on long-term borrowings................ (6,693) (4,368) Other....................................................... 226 (34) -------- -------- Net cash used in financing activities......................... (6,467) (4,402) -------- -------- Effect of exchange rates...................................... 656 (217) -------- -------- CASH AND CASH EQUIVALENTS: Net change during the period................................ (2,511) (697) Balance, beginning of period................................ 37,648 27,367 -------- -------- Balance, end of period...................................... $ 35,137 $ 26,670 ======== ========
See accompanying notes to condensed consolidated financial statements. OAK INDUSTRIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The condensed consolidated financial statements have been prepared by Oak Industries Inc. (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made in this report are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Oak Industries Inc. and subsidiaries as of March 31, 1995 and December 31, 1994, and the results of their operations and cash flows for the three month periods ending March 31, 1995 and 1994 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. 2. Primary and fully-diluted per share amounts are based on the weighted average number of shares of common stock and common stock equivalents outstanding as follows:
For the Three Months Ended March 31, ------------------------ 1995 1995 ---------- ---------- Primary 18,506,561 18,262,114 Fully-diluted 18,512,244 18,262,114
3. Interest paid on debt for the three months ending March 31, 1995 and 1994 was $1,343,000 and $1,076,000, respectively. Income taxes paid during the three months ended March 31, 1995 and 1994 were $330,000 and $135,000, respectively. 4. As part of the credit agreement between Gilbert Engineering Co., Inc. ("Gilbert") and General Electric Capital Corporation, Gilbert is required to make mandatory debt payments equal to 90% of its annual cash flow from operations less capital expenditures and other expenditures as defined in the credit agreement. In connection with this obligation, in February 1995, Gilbert borrowed $17,710,000 on the revolving credit facility to pay down a like amount on Term Loan A. 5. Certain items in the 1994 consolidated statement of operations have been reclassified to conform with the 1995 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information normally included in annual reports has been condensed or omitted pursuant to such rules and regulations. It is suggested that this report be read in conjunction with the Company's latest annual report on Form 10-K, a copy of which may be obtained by writing to Oak Industries Inc., Bay Colony Corporate Center, 1000 Winter Street, Waltham, Massachusetts, 02154. LIQUIDITY AND CAPITAL RESOURCES The Company's cash decreased by $2.5 million during the first three months of 1995 to $35.1 million at March 31, 1995. Operations generated $6.1 million of cash during the three months ending March 31, 1995 compared to $5.2 million for the same period in the prior year. The Company spent $2.8 million for capital equipment. Cash of $6.7 million was used to repay long-term borrowings. At March 31, 1995, cash and unused lines of credit totaled $68.6 million of which $8.4 million was available only to Gilbert and $60.2 million was available to the Company for general corporate purposes, including acquisitions. The Company believes its current financial resources are sufficient to meet its continuing operating requirements, service its long- term debt, make expected capital expenditures, and provide for future growth. Although the Company operates internally with several businesses functioning as profit centers, these businesses are also managed as a group. That is, if a given business is performing strongly, corporate management may use this opportunity to invest additional funds in product development and marketing in another business. Certain agreements applicable to Gilbert limit Gilbert's ability to make distributions or advances to the Company. Results of Operations The Company's operations are conducted in two industry segments, the Components Segment and the Other Segment. The Company's Components Segment manufactures connectors for CATV systems and other precision applications, frequency control devices, controls for gas and electric appliances, electromechanical switches and other products which generally have the common function of controlling or regulating the flow of energy. The Other Segment is composed of the Company's railway maintenance equipment business. First Quarter Results Consolidated sales for the first quarter of 1995 were $71.6 million, a $9.8 million or 15.9% increase over the first quarter of 1994. Components Segment sales increased $10.3 million, or 18.5%, and Other Segment sales decreased $.5 million, or 6.9% (see discussion under "Segment Data"). Consolidated net income for the three months ending March 31, 1995 increased $3.4 million to $10.8 million from $7.4 million for the first quarter of 1994. This $3.4 million increase in profitability arises from a $4.3 million increase in segment operating profitability (see discussion under "Segment Data") offset, in part, by several non-operating items. Interest expense decreased $.2 million due to lower debt balances and lower interest rates. Interest income increased $.2 million due to higher invested balances and higher interest rates. Minority interest expense increased $.6 million corresponding to increased income. Income tax expense increased $.3 million due to higher state taxes reflecting higher earnings.
Segment Segment Data ($ millions) Sales Operating Income -------------- ---------------- 1995 1994 1995 1994 ----- ----- ----- ----- Components.............. $65.6 $55.3 $16.9 $12.7 Other................... 6.0 6.5 0.9 0.8 ----- ----- ----- ----- Total.............. $71.6 $61.8 $17.8 $13.5 ===== ===== ===== =====
Sales of the Components Segment increased $10.3 million, or 18.5%, in the first quarter of 1995 compared to the first quarter of 1994. Sales of communications products increased $9.2 million or 28.5%, due primarily to growth in domestic and international markets and to the incremental sales of Cabel-Con, which was acquired in June of 1994. Sales of controls products increased $1.1 million, or 4.6%, due primarily to industry growth. Components segment operating income increased $4.2 million, or 33.3%, due to the sales increases discussed above and productivity improvements. Components Segment order backlog was $63.9 million at March 31, 1995, up $14.9 million from March 31, 1994. Other Segment sales decreased $.5 million, or 6.9%, compared to the first quarter of 1994 due to the sale of the Carpenter Emergency Lighting business in November 1994, offset by an increase in railway repair and maintenance equipment sales. Operating income was $.1 million higher than the first quarter of 1994, however, due to productivity improvements and cost reduction programs. Order backlog for the segment was $3.0 million at March 31, 1995, up $1.1 million from March 31, 1994. Consolidated gross profit for the first quarter increased as a percentage of sales from 36.5% in 1994 to 39.8% in 1995 due to higher sales of higher margin products, cost reductions and productivity improvements. PART II. OTHER INFORMATION ITEM I. LEGAL PROCEEDINGS Reference is made to the Company's Annual Report on Form 10-K for the year ended December 31, 1994. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit Index 27. Financial Data Schedule (submitted only to the Securities and Exchange Commission in electronic format for its information only). (b) Reports on Form 8-K: No reports on Form 8-K were filed during the first quarter ended March 31, 1995. OAK INDUSTRIES INC. SIGNATURES Pursuant to the requirement 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. OAK INDUSTRIES INC. Date: April 26, 1995 /S/ WILLIAM C. WEAVER William C. Weaver Senior Vice President and Chief Financial Officer EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 1,000 3-MOS Dec-31-1995 Mar-31-1995 35,137 0 41,821 0 35,730 127,660 103,534 65,687 290,673 41,642 0 175 0 0 179,060 290,673 71,600 71,600 43,085 43,085 0 0 1,510 15,114 1,473 10,815 0 0 0 10,815 .58 .58
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