-----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, GHnH1eW9Np7Gur7xzM7r9kLf5/nFEPUN9uxTH4fYbT2W1ucOdfMHqBpWUxmR0YJR Thln6hZIrLVTlwa3KtumBA== 0000809066-95-000016.txt : 19951119 0000809066-95-000016.hdr.sgml : 19951119 ACCESSION NUMBER: 0000809066-95-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 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: 95590651 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 September 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 2,800,019 shares of Common Stock, 4,051,375 shares of Class A Stock, and 713,675 shares of Class B Stock (which is immediately convertible into Common Stock on a share-for-share basis) as of November 9, 1995. NYCOR, INC. INDEX PAGE PART I FINANCIAL INFORMATION NUMBER Item 1. Financial Statements Consolidated Statements of Operations 3-4 Consolidated Balance Sheets 5-7 Consolidated Statements of Cash Flows 8 Notes to the Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-11 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURE 13 PART I FINANCIAL INFORMATION Item 1. Financial Statements NYCOR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollar amounts in thousands, except per share data) (unaudited)
Third Quarter Ended September 30 1995 1994 Revenues: Net sales $15,844 $11,575 COGS 15,086 11,178 Selling, general and administrative expense 2,226 1,948 -------- -------- Operating loss (1,468) (1,551) Interest expense (240) - Interest income 30 45 -------- -------- Loss before income taxes (1,678) (1,506) Federal, state and foreign income tax (benefit) 209 (194) -------- -------- Net loss ($1,887) ($1,312) ======== ======== Primary earnings per share: Loss per share ($0.31) ($0.24) ======== ======== Dividends per share declared: Preferred Stock $0.425 $0.850
See accompanying notes
Nine Months Ended September 30 1995 1994 Revenues: Net sales $56,587 $56,115 COGS 52,365 49,512 Selling, general and administrative expense 6,946 6,193 -------- -------- Operating income (loss) (2,724) 410 Interest expense (240) - Interest income 96 67 -------- -------- Income (loss) before income taxes (2,868) 477 Federal, state and foreign income tax (benefit) 246 (98) -------- -------- Net income (loss) ($3,114) $575 ======== ======== Primary earnings per share: Loss per share ($0.60) ($0.12) ======== ======== Dividends per share declared: Preferred Stock $1.275 $2.550
See accompanying notes NYCOR, INC. CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands) (unaudited)
September 30, December 31, 1995 1994 ------------- ------------- ASSETS - ------ Current assets: Cash $1,117 $1,981 Accounts receivable (less allowance of $421 at September 30, 1995 and 2,564 1,353 $409 at December 31, 1994) Accounts receivable from Fedders Corporation 5,074 5,970 Inventories: Finished goods 597 897 Work in process 4,629 4,660 Raw materials and supplies 4,760 5,188 Other current assets 1,918 820 -------- -------- Total current assets 20,659 20,869 Property, plant and equipment: Land 2,664 2,664 Buildings and improvements 10,592 7,951 Machinery & equipment 26,756 19,622 -------- -------- 40,012 30,237 Less accumulated depreciation (8,674) (6,383) -------- --------- Net property, plant and equipment 31,338 23,854 Goodwill 41,403 42,240 Other assets 1,779 2,031 -------- --------- Total assets $95,179 $88,994 ======== =========
See accompanying notes NYCOR, INC. CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands) (unaudited)
September 30, December 31, 1995 1994 ------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities : Accounts payable $7,548 $4,364 Accrued expenses 5,693 5,164 Current portion of obligations under capital leases 1,133 10 Other current liabilities 80 71 -------- -------- Total current liabilities 14,454 9,609 Obligations under capital leases 5,994 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 September 30, 1995 and December 31, 1994 1,150 1,150 Common Stock, $1 par value, 115,000,000 shares authorized, 2,882,580 shares issued as of September 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 September 30, 1995 and December 31, 1994 4,230 4,230 Class B Stock, $1 par value, 7,500,000 shares authorized, 713,675 shares issued and outstanding as of September 30, 1995 and December 31, 1994 714 714 Additional paid-in capital 37,779 37,779 Retained earnings from January 1, 1988 28,561 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 74,163 78,746 -------- -------- Total liabilities and stockholders' equity $95,179 $88,994 ======== ========
See accompanying notes NYCOR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollar amounts in thousands) (unaudited)
Nine Months Ended September 30, 1995 1994 ------ ------- Cash flows from operations: Net income (loss) ($3,114) $ 575 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,394 3,200 Decrease (increase)in accounts receivable (315) 49 Decrease in inventories 759 1,838 Increase in other current assets (833) (47) Decrease (increase) in other assets (280) 16 Increase (decrease) in accounts payable 3,184 (977) Decrease (increase)in accrued expenses and taxes payable 488 (316) -------- -------- Net cash provided by operations 3,283 4,338 -------- -------- Cash flows from investing activities: Proceeds from sale of equipment - 503 Additions to property, plant and equipment (2,334) (1,358) -------- -------- Net cash used in investing activities (2,334) (855) -------- -------- Cash flows from financing activities: Dividends paid (1,467) (2,933) Proceeds from stock options - 329 Purchase of Treasury shares - (360) Payments on capital lease obligations (346) (8) -------- -------- Net cash used in financing activities (1,813) (2,972) -------- -------- Net increase (decrease) in cash and cash equivalents (864) 511 Cash and cash equivalents, beginning of period 1,981 1,336 -------- -------- Cash and cash equivalents, end of period $1,117 $1,847 ======== ======== 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 September 30, 1995 and December 31, 1994, the results of operations for the nine months ended September 30, 1995 and 1994, and the cash flows for the nine months ended September 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 in the third quarter of 1995 and 1994. 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 in the third quarter of 1995 and 1994. (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: $464,000 in the fourth quarter 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. (e) Subsequent event On October 31, 1995 the Company and Fedders Corporation jointly announced that they have reached agreement in principle to merge. Under the terms of the agreement, stockholders of NYCOR will receive shares of Fedders Corporation Class A Stock with a value of $6.25 for each share of NYCOR Common Stock, Class A Stock and Class B Stock which they own. No other terms of the agreement were disclosed. The agreement is subject to the approval of the stockholders and lenders of both companies in addition to any required government approvals. 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 The third quarter is the seasonally weakest quarter of the year. Net sales of $15.8 million for the quarter ended September 30, 1995 were $4.3 million higher than in the same period of 1994, reflecting higher sales of rotary compressors as a result of increased demand from Fedders Corporation and higher sales of thermoelectric heating and cooling modules for special assembly applications. Net sales include $1.3 million of royalty income from rotary compressor licensing agreements for the quarter ended September 30, 1995. There was no royalty income for the same period in 1994. Gross profit for the quarter ended September 30, 1995 compared to the quarter ended September 30, 1994 increased from $0.4 million to $0.8 million. The increase in gross profit is attributable to increase in sales at both of the Company's operations offset by continuing inefficiencies at the Company's rotary compressor operations. 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 has been delayed but is expected to be completed during the fourth quarter. Selling, general and administrative expenses for the quarter ended September 30, 1995 were $2.2 million, a $0.3 million increase versus the same period in 1994. The increase was primarily due to increased sales and marketing expense and increased research and development cost. Increased sales and marketing expense is attributable to international sales efforts at Rotorex and increased activity domestically and internationally at the Melcor operations. Research and development cost increased as a result of Rotorex's efforts to continue building its design engineering capabilities. Interest expense of $0.2 million is a result of new capital leases reflecting investment in property, plant and equipment at the Company's Rotorex operations. The net loss amounted to $1.9 million for the quarter ended September 30, 1995 compared to a $1.3 million net loss in the same period in 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital is $6.2 million at September 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 and increased accounts payable. 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 August 16, 1995, the Company filed a Report on Form 8-K reporting the appointment of BDO Seidman, LLP as 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 November 13, 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)
Third Quarter Ended September 30, 1995 1994 PRIMARY: Average number of common and common equivalent shares outstanding 7,580 7,580 ======== ======= Net loss less preferred stock dividends ($2,376) ($1,801) ======== ======= Net loss per common share ($0.31) ($0.24) ======== ======= FULLY DILUTED: Average number of common and common equivalent shares outstanding 7,580 7,580 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 10,133 ======== ======= Net loss ($1,887) ($1,312) ======== ======= Net loss per common share ($0.19) ($0.24) ======== =======
Nine Months Ended September 30, 1995 1994 PRIMARY: Average number of common and common equivalent shares outstanding 7,580 7,584 ======== ======= Net loss less preferred stock dividends ($4,581) ($891) ======== ======= Net loss per common share ($0.60) ($0.12) ======== ======= FULLY DILUTED: Average number of common and common equivalent shares outstanding 7,580 7,584 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 10,137 ======== ======= Net income (loss) ($1,887) $575 ======== ======= Net income (loss) per common share ($0.19) $0.06 ======== =======
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)
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