-----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, NY/ThJ8BjJxBBOFf+vJVvcbH+1l2qz2KXqHkKc+JKrYnG2Py5/QpkV5dEZBS+EB6 2OOf9A5GyGYCSedkvOq4TQ== 0000073864-95-000008.txt : 19951218 0000073864-95-000008.hdr.sgml : 19951218 ACCESSION NUMBER: 0000073864-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19951215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 322362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06711 FILM NUMBER: 95602031 BUSINESS ADDRESS: STREET 1: 34501 E QUINCY AVE CITY: AURORA STATE: CO ZIP: 80015 BUSINESS PHONE: 3036931248 MAIL ADDRESS: STREET 1: P O BOX 100488 CITY: DENVER STATE: CO ZIP: 80250 10-Q 1 FOR THE QUARTER ENDED OCTOBER 31, 1995 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly period ended October 31, 1995 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 For the transition period from to Commission file number 1-6711 OEA,INC. (Exact name of registrant as specified in its charter) Delaware 36-2362379 (State or other jurisdiction of (I.R.S.Employer Identification incorporation or organization) Number) P. O. Box 100488, Denver, Colorado 80250 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 693-1248 (Former name, former address and former fiscal year, if changed since 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. 20,497,690 Shares of Common Stock at December 8, 1995. PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements Index to Financial Statements Page No. -------- Consolidated Condensed Balance Sheets October 31, 1995 (unaudited) and July 31, 1995............................... 2 Consolidated Condensed Statements of Earnings (unaudited) Three Months Ended October 31, 1995 and 1994....................... 3 Consolidated Condensed Statements of Cash Flows (unaudited) Three Months Ended October 31, 1995 and 1994................. 4 1 OEA, INC. CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS October 31, 1995 July 31, 1995 Current Assets: ............................................................................... (Unaudited) Cash and Cash Equivalents ................................................................ $ 19,881,190 $ 19,342,034 Accounts Receivable, Net ................................................................. 21,689,587 23,879,495 Unbilled Costs and Accrued Earnings ...................................................... 6,192,500 3,974,500 Income Taxes Receivable .................................................................. 1,665,108 2,476,800 Inventories Raw Material and Component Parts .................................................... 12,241,993 11,316,265 Work-in-Process ..................................................................... 10,360,268 10,754,339 Finished Goods ...................................................................... 3,096,645 2,586,202 --------- --------- 25,698,906 24,656,806 Prepaid Expenses and Other Current Assets ................................................ 646,056 541,724 ------- ------- Total Current Assets ........................................................... 75,773,347 74,871,359 ---------- ---------- Cash Value of Life Insurance .................................................................. 363,508 363,508 ------- ------- Property, Plant and Equipment ................................................................. 117,161,372 110,721,515 Less: Accumulated Depreciation .......................................................... 33,594,743 31,276,450 ---------- ---------- Property, Plant and Equipment, ................................................. 83,566,629 79,445,065 Net Long-Term Receivable .......................................................................... 3,000,000 3,000,000 --------- --------- Investment in Foreign Joint Venture ........................................................... 2,876,737 2,829,554 --------- --------- Other Assets .................................................................................. 388,237 392,349 ------- ------- Total Assets ................................................................... $ 165,968,458 $ 160,901,835 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable ......................................................................... $ 4,680,166 $ 5,769,163 Accrued Expenses ......................................................................... 2,477,985 5,106,831 Deferred Income .......................................................................... 206,168 206,168 Federal and State Income Taxes ........................................................... 4,058,031 1,078,113 --------- --------- Total Current Liabilities ...................................................... 11,422,350 12,160,275 Deferred Compensation Payable ................................................................. 974,916 944,339 Deferred Income Taxes ......................................................................... 5,771,775 5,771,775 Deferred Income ............................................................................... 216,735 216,735 ------- ------- Total Liabilities .............................................................. 18,385,776 19,093,124 ---------- ---------- Minority Interest ............................................................................. 1,352,243 1,456,378 Stockholders' Equity: Common Stock - $.10 par value, Authorized 50,000,000 shares: Issued - 22,019,700 shares .......................................................... 2,201,970 2,201,970 Additional Paid-In Capital ............................................................... 12,021,633 12,012,450 Retained Earnings ........................................................................ 132,936,847 126,849,357 Less: Cost of Treasury Shares, 1,528,797 and 1,533,072.............................. (1,865,703) (1,869,483) Equity Adjustment from Translation ....................................................... 935,692 1,158,039 ------- --------- Total Stockholders' Equity ..................................................... 146,230,439 140,352,333 ----------- ----------- Total Liabilities and Stockholders' Equity...................................... $ 165,968,458 $ 160,901,835 ============= =============
2 OEA, INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Unaudited)
Three Months Ended October 31, 1995 1994 Net Sales .................................................. $ 34,569,386 $ 28,015,886 Cost of Sales .............................................. 22,517,106 17,938,560 ---------- ---------- Gross Profit ..................................... 12,052,280 10,077,326 General and Administrative Expenses ........................ 1,632,319 1,457,584 Research and Development Expenses .......................... 769,476 573,133 ------- ------- Operating Profit ................................. 9,650,485 8,046,609 Other Income (Expense): Interest Income ....................................... 315,513 94,473 Interest Expense ...................................... (13,004) (13,709) Other, Net ............................................ (125,150) (413,950) Expenses from Settlement of Environmental Matters .. (1) -- (2,250,000) -------- ----------- 177,359 (2,583,186) Earnings Before Minority Interest and Income Taxes 9,827,844 5,463,423 Minority Interest in Net Loss/(Gain) of Consolidated .. Subsidiary (3,639) 97,401 ------- ------ Earnings Before Income Taxes ..................... 9,824,205 5,560,824 Federal and State Income Tax Expense ....................... 3,736,716 3,269,042 --------- --------- Net Earnings ..................................... $ 6,087,489 $ 2,291,782 ============ ============ Earnings Per Share ............................... $ 0.30 $ 0.11 ============ ============ Weighted Average Number of Shares Outstanding .............. 20,487,872 20,468,163 ========== ==========
Note: (1) On December 13, 1994, the Company reached a final settlement in its environmental litigation in the net amount of $2,250,000. 3 OEA, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended October 31, 1995 1994 Operating Activities: Net Earnings ......................................... $ 6,087,489 $ 2,291,782 Adjustments to reconcile net earnings to net cash provided by operating activities: Undistributed (earnings)/loss of foreign joint venture (47,183) 12,162 Depreciation and amortization ........................ 2,412,874 1,488,532 Increase in deferred compensation payable............. 30,577 15,189 Loss on disposal of property, plant and equipment..... 49,685 122,388 Changes in operating assets and liabilities: Accounts receivable ............................. 2,956,896 7,754,275 Unbilled costs and accrued earnings.............. (2,218,000) (2,766,379) Inventories ..................................... (1,056,695) 327,327 Prepaid expenses and other ...................... (105,060) 221,431 Accounts payable and accrued expenses............ (3,677,985) (3,697,993) Minority interest in gain/(loss) of consolidated subsidiary......................................... 3,639 (97,401) Settlement of Environmental Litigation ............ -- 2,250,000 Income taxes payable .............................. 2,979,918 2,829,040 --------- --------- Net cash provided by operating activities..... 7,416,155 10,750,353 Investing activities: Additions/(reductions) to investments in and advances (107,775) -- to affiliates Capital expenditures ................................. (6,734,723) (3,318,793) Proceeds from sale of property, plant, and equipment . 12,800 20,099 Decrease in Investment of Foreign Joint Venture....... -- 100,000 Decrease in other assets, net ........................ 4,114 4,114 ----- ----- Net cash used in investing activities....... (6,825,584) (3,194,580) Financing activities: Purchases of common stock for treasury ............... -- -- Proceeds from issuance of treasury stock.............. 12,963 38,317 ------ ------ Net cash provided by financing activities... 12,963 38,317 Effect of exchange rate changes on cash .... (64,378) -- ------- ------ Net increase in cash and cash equivalents... 539,156 7,594,090 Cash and cash equivalents at beginning of period........... 19,342,034 4,820,669 ---------- --------- Cash and cash equivalents at end of period ................ $ 19,881,190 $ 12,414,759 ============ ============
4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A summary of the period to period changes in the principal items included in the consolidated statements of earnings is shown below:
Comparisons of -------------- Three Months Ended October 31, 1995 and 1994 Increase (Decrease) ------------------------------ Net Sales .................................. $6,553,500 23.4% Cost of Sales .............................. 4,578,546 25.5% General and Administrative Expenses .............................. 174,735 12.0% Research and Development Expenses .............................. 196,343 34.3% Net Earnings ............................... 3,795,707 165.6%
4 NET SALES - --------- The 23.4% increase in sales for the three months ended October 31, 1995, as compared to the prior-year period, was the result of increased sales in both the automotive segment and the nonautomotive segment. Sales for the automotive segment continued to increase due to increased demand for driver and passenger side air bags for both domestic and foreign automobile manufacturers. First quarter sales for the automotive segment increased 28.0% to $24,851,400, as compared to the prior-year period. Current year automotive sales are projected to continue this strong growth over last year. Sales for the nonautomotive segment over prior-year increased 12.9% for the three months ended October 31, 1995, as compared to the prior-year period. Nonautomotive sales for fiscal year 1996 are expected to be higher than fiscal year 1995. COST OF SALES - ------------- Cost of sales increased by 25.5% for the three months ended October 31, 1995, as compared to the prior-year period. This was primarily attributed to the increased sales of the automotive segment. Cost of sales was further increased by production costs associated with Pyroindustrie, OEA's new automotive subsidiary in France, which began deliveries of air bag initiators late in the second quarter of fiscal year 1995, and by start-up costs associated with OEA's passenger-side hybrid inflator, which is expected to begin high volume production in the third quarter of the current fiscal year. GENERAL AND ADMINISTRATIVE EXPENSES - ----------------------------------- General and Administrative expenses increased by $174,700 for the three months ended October 31, 1995, as compared to the prior-year period. The increase for the current period is primarily due to expenses associated with the Pyroindustrie facility in France, which was not operational in the prior-year period. RESEARCH AND DEVELOPMENT EXPENSES - --------------------------------- Research and Development costs were $769,500 for the three months ended October 31, 1995, as compared to $573,100 for the prior-year period. These costs are expected to continue to increase for the remainder of fiscal year 1996 due to continued development of passenger, driver and side-impact hybrid inflators. 6 NET EARNINGS - ------------ The increase in net earnings of $3,795,700 for the three months ended October 31, 1995, as compared to the prior-year period, is primarily attributable to last year's settlement of the Company's environmental matters in the net amount of $2,250,000, and to increased earnings from operations in both the automotive and nonautomotive segments. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company's working capital at October 31, 1995, increased to $64,351,000. During the three-month period ended October 31, 1995, the Company made capital expenditures totaling approximately $6,734,700 which were funded from operations. The Company maintains an $8,000,000 Revolving Credit Agreement with its principal bank and at October 31, 1995, had no outstanding balance against this line of credit. Anticipated working capital requirements, capital expenditures, and facility expansions are expected to be met through internally generated funds and, when necessary, borrowings from the agreement mentioned above, which can be increased when required. Foreign Currency Translation - ---------------------------- Assets and liabilities of the Company's foreign subsidiary are translated to U.S. dollars at period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the period. The local currency is used as the functional currency for the subsidiary. A translation adjustment results from translating the foreign subsidiary's accounts from functional currencies to U.S. dollars. Exchange gains (losses) resulting from foreign currency transactions are included in the consolidated statements of earnings. The unaudited financial statements furnished above reflect all adjustments (consisting primarily of normal recurring accruals) which are, in the opinion of OEA's management, necessary for a fair statement of the results for the three-month period ended October 31, 1995. Refer to the Company's annual financial statements for the year ended July 31, 1995, for a description of the accounting policies, which have been continued without change. Also, refer to the footnotes with those financial statements for additional details of the Company's financial condition, results of operations, and changes in financial position. The details in those notes have not changed except as a result of normal transactions in the interim. 7 Part II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults on Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 8 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. OEA, INC. (Registrant) December 14, 1995 Date Paul J. Martin Vice President/Treasurer December 14, 1995 Date Ahmed D. Kafadar Chairman and Chief Executive Officer 9 EX-27 2 FDS FOR 1ST QUARTER F. Y. 1996 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 (Replace this text with the legend) 0000073864 OEA, INC./DE/ 1 U.S.DOLLARS 3-MOS JUL-31-1995 AUG-01-1995 OCT-31-1995 19,881,190 0 21,689,587 0 25,698,906 75,773,347 117,161,372 33,594,743 165,968,458 11,422,350 0 2,201,970 0 0 144,028,469 165,968,458 34,569,386 34,569,386 22,517,106 24,918,901 203,842 0 13,004 9,824,205 3,736,716 0 0 0 0 6,087,489 .30 .30
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