0000809066-95-000012.txt : 19950815 0000809066-95-000012.hdr.sgml : 19950815 ACCESSION NUMBER: 0000809066-95-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYCOR INC /DE/ CENTRAL INDEX KEY: 0000809066 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 222748564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15299 FILM NUMBER: 95563342 BUSINESS ADDRESS: STREET 1: 287 CHILDS RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9089538200 MAIL ADDRESS: STREET 1: 287 CHILDS RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: NYCOR INC/DE DATE OF NAME CHANGE: 19870203 10-Q 1 ----------------------------------------------------------------- ----------------------------------------------------------------- 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 Quarterly Period ended June 30, 1995 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 0-15299 ---------------------------------------- NYCOR, INC. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 22-2748564 -------- --------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 287 CHILDS ROAD, BASKING RIDGE, NEW JERSEY 07920 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (908) 953-8200 -------------- 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 ------- ------- The registrant has outstanding 2,799,594 shares of Common Stock, 4,051,375 shares of Class A Stock, and 714,100 shares of Class B Stock (which is immediately convertible into Common Stock on a share-for-share basis) as of August 9, 1995. NYCOR, INC. INDEX PAGE PART I FINANCIAL INFORMATION NUMBER Item 1. Financial Statements Consolidated Statements of Operations 3 Consolidated Balance Sheets 4-5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURE 11 PART I FINANCIAL INFORMATION Item 1. Financial Statements NYCOR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollar amounts in thousands, except per share data) (unaudited)
Second Quarter Ended June 30 1995 1994 Revenues: Net Sales $19,707 $23,083 COGS 17,901 20,270 Selling, general and administrative expense 2,127 2,134 -------- ------- Income (loss)before income taxes (321) 679 Federal and state income taxes 7 19 -------- ------- Net (loss) income ($328) $660 ======== ======= Primary earnings per share: Earnings (loss) per share ($0.11) $0.02 ======== ======= Dividends per share declared: Preferred Stock $0.425 $0.850
Six Months Ended June 30 1995 1994 Revenues: Net Sales $40,743 $44,540 COGS 37,279 38,335 Selling, general and administrative expense 4,654 4,222 -------- ------- Income (loss)before income taxes (1,190) 1,983 Federal and state income taxes 37 96 -------- ------- Net (loss) income ($1,227) $1,887 ======== ======= Primary earnings per share: Earnings (loss) per share ($0.29) $0.12 ======== ======= Dividends per share declared: Preferred Stock $0.850 $1.700
See acccompanying notes NYCOR, INC. CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands) (unaudited)
June 30, December 31, 1995 1994 ------------- ------------- ASSETS ------ Current assets: Cash $2,008 $1,981 Accounts receivable (less allowance of $572 at June 30, 1995 and 1,337 1,353 $409 at December 31, 1994) Accounts receivable from Fedders Corporation 6,666 5,970 Inventories: Finished goods 964 897 Work in process 4,095 4,660 Raw materials and supplies 5,077 5,188 Other current assets 2,044 820 -------- -------- Total current assets 22,191 20,869 Property, plant and equipment: Land 2,664 2,664 Buildings and improvements 10,321 7,951 Machinery & equipment 26,541 19,622 -------- -------- 39,526 30,237 Less accumulated depreciation (7,913) (6,383) -------- --------- Net property, plant and equipment 31,613 23,854 Goodwill 41,683 42,240 Other assets 1,855 2,031 -------- --------- Total assets $97,342 $88,994 ======== =========
See accompanying notes NYCOR, INC. CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands) (unaudited)
June 30, December 31, 1995 1994 ------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities : Accounts payable $6,806 $4,364 Accrued expenses 5,921 5,164 Current portion of obligations under capital leases 1,100 10 Other current liabilities 76 71 -------- -------- Total current liabilities 13,903 9,609 Obligations under capital leases 6,332 23 Non-current portion of warranty expense 568 616 Stockholders' equity: Preferred Stock, $1 par value, 5,000,000 shares authorized, 1,150,000 shares issued and outstanding at June 30, 1995 and December 31, 1994 1,150 1,150 Common Stock, $1 par value, 115,000,000 shares authorized, 2,882,155 shares issued as of June 30, 1995 and December 31, 1994 2,882 2,882 Class A Stock, $1 par value, 100,000,000 shares authorized, 4,229,971 shares issued as of June 30, 1995 and December 31, 1994 4,230 4,230 Class B Stock, $1 par value, 7,500,000 shares authorized, 714,100 shares issued and outstanding as of June 30, 1995 and December 31, 1994 714 714 Additional paid-in capital 37,779 37,779 Retained earnings from January 1, 1988 30,937 33,144 Less-treasury stock at cost: 82,561 shares of Common Stock; 178,596 shares of Class A Stock (1,153) (1,153) -------- -------- Total stockholders' equity 76,539 78,746 -------- -------- Total liabilities and stockholders' equity $97,342 $88,994 ======== ========
See accompany notes NYCOR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollar amounts in thousands) (unaudited)
Six Months Ended June 30, 1995 1994 ------ ------- Cash flows from operations: Net income (loss) ($1,227) $ 1,887 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,529 1,370 Amortization 739 788 Increase in accounts receivable (680) (4,263) Decrease in inventories 609 1,912 Increase (decrease)in other current assets (832) 78 Increase (decrease) in other assets (402) 33 Increase in accounts payable 2,442 1,149 Increase in accrued expenses and taxes payable 713 1,320 -------- -------- Net cash provided by operations 2,891 4,274 -------- -------- Cash flows from investing activities: Proceeds from sale of equipment - 500 Additions to property, plant and equipment (1,845) (831) -------- -------- Net cash used in investing activities (1,845) (331) -------- -------- Cash flows from financing activities: Dividends paid (978) (1,955) Proceeds from stock options - 329 Purchase of Treasury shares - (360) Payments on capital lease obligations (41) (8) -------- -------- Net cash used in financing activities (1,019) (1,994) -------- -------- Net increase in cash and cash equivalents 27 1,949 Cash and cash equivalents, beginning of period 1,981 1,336 -------- -------- Cash and cash equivalents, end of period $2,008 $3,285 ======== ======== Supplemental disclosure: Leased asset additions and related obligations $7,441 -
NYCOR, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (a) Statement of information furnished The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of June 30, 1995 and December 31, 1994, the results of operations for the six months ended June 30, 1995 and 1994, and the cash flows for the six months ended June 30, 1995 and 1994. (b) Earnings per share Primary earnings per share are computed by dividing net income less Preferred Stock dividends by the weighted average number of shares of Common Stock, Class A Stock, Class B Stock and other common stock equivalents outstanding: 7,580,000 and 7,583,000 in the second quarter of 1995 and 1994, respectively. Fully diluted earnings per share are computed by dividing net income by the weighted average number of shares of Common Stock, Class A Stock, Class B Stock and other common stock equivalents (assuming conversion of Preferred Stock) outstanding during the year: 10,133,000 and 10,136,000 in the second quarter of 1995 and 1994, respectively. (See Exhibit 11) (c) Lease Obligations In June 1995, the Company entered into $7.4 million of new capital leases reflecting investment in property, plant and equipment at the Company's Rotorex operations. The obligations extend through 2002. Minimum payments under the obligations will be as follows: $928,000 in 1995, $1,857,000 in 1996, 1997 and 1998, and $2,938,000 in total payments thereafter. (d) Litigation There has been no change in the status of the litigation reported in Note 10 of the Company's 1994 Annual Report to Stockholders. The Company continues to be adequately reserved for the matters described therein. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have influenced the Company's financial position and operating results during the periods included in the accompanying consolidated financial statements. RESULTS OF OPERATIONS Net sales of $19.7 million for the quarter ended June 30, 1995 were $3.4 million lower than in the same period of 1994, reflecting lower sales of rotary compressors and thermoelectric heating and cooling modules. Gross profit for the quarter ended June 30, 1995 compared to the quarter ended June 30, 1994 decreased from $2.8 million to $1.8 million. The decrease in gross profit is largely attributable to continuing inefficiencies at the Company's rotary compressor operations and lower sales. The manufacturing inefficiencies at Rotorex are not expected to show significant improvement until investments being made at the Rotorex facility are completed and the related equipment and systems are fully operational. Implementation of those projects is proceeding as scheduled with completion expected prior to the end of the third quarter. Selling, general and administrative expenses for the quarter ended June 30, 1995 of $2.1 million remained virtually unchanged versus the same period in 1994. The Company incurred a one-time expense of $130 thousand for charges in connection with the investments in equipment. The net loss amounted to $0.3 million for the quarter ended June 30, 1995 compared to $0.7 million net income in the same period of 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital is $8.3 million at June 30, 1995, compared to $11.3 million at December 31, 1994. The decline in the working capital is principally attributable to the current portion of obligations under capital leases of $1.1 million. In June 1995, the Company entered into $7.4 million of new capital leases reflecting the Company's investments in property, plant and equipment for projects expected to increase efficiency and capacity. Management believes that the Company's earnings and borrowing capacity are sufficient to meet the needs of its operations and long-term requirements. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibit (11) Statement re computation of per share earnings b) Reports on Form 8-K On June 9, 1995, the Company filed a Report on Form 8-K reporting the resignation of its independent accountants. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NYCOR, INC. By /s/ Kent E. Hansen -------------- Vice President-Finance and General Counsel Date August 14, 1995 Signing both in his --------------- capacity as Vice President on behalf of the Registrant and as Chief Financial Officer of the Registrant
Exhibit 11 NYCOR, INC. EARNINGS PER SHARE COMPUTATIONS (amounts in thousands, except per share data)
Three Months Ended June 30, 1995 1994 PRIMARY: Average number of common and common equivalent shares outstanding 7,580 7,583 ======== ======= Net income (loss) less preferred stock dividends ($ 817) $ 171 ======== ======= Net income (loss) per common share ($0.11) $0.02 ======== ======= FULLY DILUTED: Average number of common and common equivalent shares outstanding 7,580 7,583 Additional average number of common shares assuming conversion of the preferred stock 2,553 2,553 -------- ------- Average number of common and common equivalent shares outstanding assuming conversion of the preferred stock 10,133 10,136 ======== ======= Net income (loss) ($328) $ 660 ======== ======= Net income (loss) per common share ($0.03) $0.07 ======== =======
Six Months Ended June 30, 1995 1994 PRIMARY: Average number of common and common equivalent shares outstanding 7,580 7,586 ======== ======= Net income (loss) less preferred stock dividends ($2,205) $ 909 ======== ======= Net income (loss) per common share ($0.29) $0.12 ======== ======= FULLY DILUTED: Average number of common and common equivalent shares outstanding 7,580 7,586 Additional average number of common shares assuming conversion of the preferred stock 2,553 2,553 -------- ------- Average number of common and common equivalent shares outstanding assuming conversion of the preferred stock 10,133 10,139 ======== ======= Net income (loss) (1,227) $1,887 ======== ======= Net income (loss) per common share ($0.12) $0.19 ======== =======
EX-27 2
5 Exhibit 27 should be read in conjunction with the Financial Statements filed in the Form 10-Q. 1,000 6-MOS DEC-31-1994 JUN-30-1995 2,008 0 8,003 572 10,136 22,191 39,526 (7,913) 97,342 13,903 0 7,112 0 1,150 0 97,342 19,707 19,707 17,901 20,028 0 0 0 (321) 7 (328) 0 0 0 (328) (0.11) (0.03)