-----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, DEz9ofGAQoNUF9AwsNMiDixc5W+Q1GP+Cc9UtqJeXEkoIg+d1E+mIhmmZRoGk7J4 bUMvSnhQaYbWBKUnPK5Otw== 0000893220-01-500555.txt : 20010813 0000893220-01-500555.hdr.sgml : 20010813 ACCESSION NUMBER: 0000893220-01-500555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 210682685 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 1704522 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8567271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 8-K 1 w52354e8-k.txt FORM 8-K CURRENT REPORT DATED AUGUST 7, 2001 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2001 SL INDUSTRIES, INC. (Exact name of issuer as specified in its charter) New Jersey 1-4987 21-0682685 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER) 520 Fellowship Road, Suite A114 Mount Laurel, New Jersey 08054 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (856) 727-1500 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 5. OTHER EVENTS. On August 7, 2001, SL Industries, Inc. (the "Company") issued a press release announcing financial results for its second quarter ended June 30, 2001, and reporting the status of efforts to sell all or portions of the Company. The Company also announced during a conference call held on the same day subsequent to the release of its earnings results that, as part of its previously announced process to seek potential acquirers for all or parts of its business, it expected to evaluate any formal acquisition offers, including offers for the separate purchase of the Company's power electronics group or power motion group, by the end of September 2001. A copy of the press release appears as Exhibit 99 to this Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following is filed as an Exhibit to this Report:
Exhibit Number Description - -------------- ----------- 99 Press Release dated August 7, 2001.
3 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, in the Township of Mount Laurel, State of New Jersey, on the 9th day of August, 2001. SL INDUSTRIES, INC. By: /s/ David R. Nuzzo -------------------- David R. Nuzzo Vice President Finance and Administration 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99 Press Release dated August 7, 2001.
EX-99 3 w52354ex99.txt PRESS RELEASE DATED AUGUST 7, 2001 1 FOR IMMEDIATE RELEASE INVESTOR RELATIONS CONTACT: COMPANY CONTACT: Neil Berkman or Melanie Beeler Owen Farren Neil Berkman Associates President & CEO (310) 277-5162 (856) 727-1500 info@BerkmanAssociates.com www.slpdq.com SL INDUSTRIES, INC. ANNOUNCES FINANCIAL RESULTS FOR ITS SECOND QUARTER ENDED JUNE 30, 2001 MT. LAUREL, NEW JERSEY, AUGUST 7, 2001 . . . SL INDUSTRIES, INC. (NYSE & PHLX:SL) announced today that net sales from continuing operations for the second quarter ended June 30, 2001 were $32.5 million (or $35.4 million inclusive of discontinued operations), compared to net sales of $39.1 million (or $44.1 million inclusive of discontinued operations) for the second quarter last year, a decrease of $6.6 million or 17% ($8.7 million or 20% inclusive of discontinued operations). Pro forma net loss from continuing operations was $0.1 million for the second quarter ended June 30, 2001, compared to pro forma net income of $1.8 million for the same period last year. Pro forma net loss from continuing operations for the second quarter ended June 30, 2001 excludes the effects of restructuring costs of $0.7 million, net of taxes, and write down of inventory of continuing operations of $1.9 million, net of taxes. Pro forma net income from continuing operations for the second quarter ended June 30, 2000 excludes the effects of operating losses of discontinued operations of $1.0 million, net of taxes. Actual net loss for the second quarter ended June 30, 2001 was $5.3 million, or $0.93 per diluted share, compared with actual net income of $0.8 million, or $0.14 per diluted share, for the same period last year. Net sales from continuing operations for the six months ended June 30, 2001 were $70.1 million (or $79.1 million inclusive of discontinued operations), compared to net sales of $76.5 million (or $87.7 million inclusive of discontinued operations) for the six months ended June 30, 2000, a decrease of $6.4 million or 8% ($8.6 million or 10%, inclusive of discontinued operations). Pro forma net income from continuing operations was $0.4 million for the six months ended June 30, 2001, compared to pro forma net income of $3.4 million for the same period last year. Pro forma net income from continuing operations excludes the effects of restructuring costs of $0.7 million, net of taxes, and write down of inventory of continuing operations of $1.9 million, net of taxes. Pro forma net income from continuing operations for the six months ended June 30, 2000 excludes the effects of operating losses of discontinued operations of $2.0 million, net of taxes. Actual net loss for the six months ended June 30, 2001 was $4.8 million, or $0.85 per diluted share, compared with actual net income of $1.3 million, or $0.23 per diluted share, for the same period last year. In July 2001, the Board of Directors authorized the disposition of the Company's SL Waber subsidiary. Operations of this subsidiary are expected to continue until approximately September 30, 2001. (more) 2 SL INDUSTRIES, INC. ANNOUNCES FINANCIAL RESULTS FOR ITS SECOND QUARTER ENDED JUNE 30, 2001 August 7, 2001 Page Two The net losses of this subsidiary are included in the Consolidated Statements of Operations under "discontinued operations." Net sales from discontinued operations for the second quarter ended June 30, 2001 were $2.9 million, compared to net sales of $5.0 million for the second quarter last year, a decrease of $2.1 million or 42%. Actual net loss from discontinued operations for the second quarter ended June 30, 2001 was $2.6 million, compared with actual net loss of $1.0 million, net of taxes, for the same period last year. Net sales from discontinued operations for the six months ended June 30, 2001 were $9.0 million, compared to net sales of $11.2 million for the six months ended June 30, 2000, a decrease of $2.2 million or 20%. Actual net loss from discontinued operations for the six months ended June 30, 2001 was $2.6 million, compared with actual net loss of $2.0 million, for the same period last year. The provision for loss from discontinued operations reflected in the Consolidated Statement of Operations includes the write-down of the assets of the subsidiary to estimated realizable values and the anticipated losses through September 30, 2001, less the expected tax benefits applicable thereto. During the second quarter ended June 30, 2001, the Company made two announcements of programs to reduce its workforce, consolidate excess facilities, and restructure certain business functions in response to the sudden and substantial downturn in sales to telecommunications equipment manufacturers. In these announcements, the Company stated it would record pre-tax restructuring charges of $2.0 million ($1.3 million and $0.7 million), of which $1.1 million was recorded in the second quarter. The additional $900,000 will be recognized in the second half of 2001. Commenting on the results, Owen Farren, President and Chief Executive Officer of SL Industries, said, "As we have previously reported, SL Industries has been and continues to be adversely affected in its Condor, Teal and Waber business units by the sudden and substantial decline in telecommunications and semiconductor capital spending. For the second quarter, order intake at Condor and Teal was $14.7 million, as compared to $22.9 million for the same period last year. This decline, the related cancellation of customer orders and programs, as well as the drop in electronic component pricing led to the Company's inventory charge of $1.9 million, net of taxes, and the restructuring charges of $2.0 million. In addition, the Company is experiencing softening in industrial distribution, as many of its major distributors work to reduce their inventories. Both Condor and Teal, however, have been awarded a number of important new OEM programs from medical, semiconductor, telecommunications, and other industrial equipment manufacturers." "The Company's other major business units performed well. At RFL Electronics, order intake for the second quarter of 2001 was $7.2 million, as compared to $5.4 million for the same period last year. In the Company's power motion group, SL Montevideo Technology and Elektro-Metall Export, order intake for the second quarter of 2001 was $14.2 million, as compared to $11.3 million for the same period last year." (more) 3 SL INDUSTRIES, INC. ANNOUNCES FINANCIAL RESULTS FOR ITS SECOND QUARTER ENDED JUNE 30, 2001 August 7, 2001 Page Three Farren continued, "The Company continues to take strong measures to conserve cash. The Company believes it will have adequate liquidity from operations and through its credit facility to fund operations and working capital requirements through the end of the third quarter. It is actively seeking to raise additional funds in the near term through the sale or other disposition of certain of its non-operating assets and is engaged in discussions with its current lenders regarding its liquidity position and working capital needs. The Company is seeking to obtain additional financing through other sources. We cannot be certain that the Company will be able to obtain additional funds, sufficient to conduct its operations, on satisfactory terms, in which event its ability to continue operations as presently conducted will be materially adversely affected." Farren concluded, "SL Industries is continuing its discussions with potential acquirers. As we recently announced, based on interest expressed by certain parties, the Company has directed Credit Suisse First Boston to solicit interest in SL's power electronics group and power motion group separately, while it continues to work with us in pursuing the original process to sell the entire Company. We anticipate that by the end of August interested parties will have completed their due diligence reviews and submitted formal offers for evaluation." CONFERENCE CALL SL Industries has scheduled a conference call today at 11:00 AM EDT to discuss its results for the second quarter of 2001. A simultaneous WebCast of the conference call may be accessed online at www.StreetFusion.com or at www.slpdq.com. A replay will be available immediately following the WebCast at these same Internet addresses. For a telephone replay, dial (800) 633-8284, reservation #18087959 beginning at approximately 1:00 PM EDT. ABOUT SL INDUSTRIES SL Industries, Inc. designs, manufactures and markets Power and Data Quality (PDQ) equipment and systems for industrial, medical, aerospace and consumer applications. For more information about SL Industries, Inc. and its products, please visit the Company's web site at www.slpdq.com. FORWARD-LOOKING STATEMENTS This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: the effectiveness of the cost reductions undertaken by the Company, the Company's ability to obtain adequate working capital on satisfactory terms, the Company's ability to meet its obligations under its credit facility or to obtain waivers thereof, changes in demand for the Company's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, constraints on supplies of critical components, excess or shortage of production capacity, difficulties encountered in the integration of acquired businesses and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. (table attached) 4 SL INDUSTRIES, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (All amounts in thousands, except for per share data)
Three-Months Ended Six-Months Ended June 30, June 30, 2001 2000 2001 2000 -------- -------- -------- -------- Net sales ........................................ $ 32,479 $ 39,098 $ 70,061 $ 76,507 -------- -------- -------- -------- Cost and expenses: Cost of products sold ........................ 22,486 25,113 47,774 48,660 Engineering and product development .......... 2,253 2,508 4,581 5,020 Selling, general and administrative .......... 6,659 6,850 13,489 13,658 Depreciation and amortization ................ 1,167 1,110 2,313 2,308 -------- -------- -------- -------- Total cost and expenses .......................... 32,565 35,581 68,157 69,646 -------- -------- -------- -------- Income (loss) from operations .................... (86) 3,517 1,904 6,861 Other income (expense): Interest income .............................. 107 138 179 202 Interest expense ............................. (757) (755) (1,460) (1,515) -------- -------- -------- -------- Income (loss) from continuing operations before income taxes .................. (736) 2,900 623 5,548 Income taxes ..................................... (637) 1,108 211 2,201 -------- -------- -------- -------- PRO FORMA INCOME (LOSS) FROM CONTINUING OPERATIONS (99) 1,792 412 3,347 Restructuring costs (net of taxes) ............... 728 0 728 0 Write-down of inventory (net of taxes) ........... 1,899 0 1,899 0 Discontinued operations (net of taxes) ........... 2,586 996 2,618 2,003 -------- -------- -------- -------- Actual net income (loss) ......................... $ (5,312) $ 796 $ (4,833) $ 1,344 ======== ======== ======== ======== BASIC NET INCOME PER COMMON SHARE Income (Loss) from continuing operations ..... $ (0.02) $ 0.32 $ 0.07 $ 0.60 Restructuring costs of continuing operations . (0.46) 0.00 (0.46) 0.00 Discontinued operations ...................... (0.45) (0.18) (0.46) (0.36) -------- -------- -------- -------- Net Income (Loss) ............................ $ (0.93) $ 0.14 $ (0.85) $ 0.24 ======== ======== ======== ======== DILUTED NET INCOME PER COMMON SHARE Income (Loss) from continuing operations ..... $ (0.02) $ 0.31 $ 0.07 $ 0.58 Restructuring costs of continuing operations . (0.46) 0.00 (0.46) 0.00 Discontinued operations ...................... (0.45) (0.17) (0.46) (0.35) -------- -------- -------- -------- Net Income (Loss) ............................ $ (0.93) $ 0.14 $ (0.85) $ 0.23 ======== ======== ======== ======== Shares used in computing basic net income (loss) per common share ............. 5,705 5,615 5,690 5,621 Shares used in computing diluted net income (loss) per common share ............ 5,705 5,714 5,690 5,768
5 SL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (All amounts in thousands, except for per share data)
Three-Months Ended Six-Months Ended June 30, June 30, 2001 2000 2001 2000 -------- -------- -------- -------- Net sales .................................................. $ 32,479 $ 39,098 $ 70,061 $ 76,507 Cost and expenses: Cost of products ....................................... 22,486 25,113 47,774 48,660 Write-down of inventory ................................ 2,890 0 2,890 0 Engineering and product development .................... 2,253 2,508 4,581 5,020 Selling, general and administrative .................... 6,659 6,850 13,489 13,658 Depreciation and amortization .......................... 1,167 1,110 2,313 2,308 Restructuring costs .................................... 1,108 0 1,108 0 -------- -------- -------- -------- Total cost and expenses .................................... 36,563 35,581 72,155 69,646 -------- -------- -------- -------- Income (loss) from operations .............................. (4,084) 3,517 (2,094) 6,861 Other income (expense): Interest income ........................................ 107 138 179 202 Interest expense ....................................... (757) (755) (1,460) (1,515) -------- -------- -------- -------- Income (loss) from continuing operations before income taxes (4,734) 2,900 (3,375) 5,548 Income taxes ............................................... (2,008) 1,108 (1,160) 2,201 -------- -------- -------- -------- Income (loss) from continuing operations ................... (2,726) 1,792 (2,215) 3,347 -------- -------- -------- -------- Discontinued operations (net of tax) ....................... (2,586) (996) (2,618) (2,003) -------- -------- -------- -------- Net income (loss) .......................................... $ (5,312) $ 796 $ (4,833) $ 1,344 ======== ======== ======== ======== BASIC NET INCOME (LOSS) PER COMMON SHARE Income (loss) from continuing operations ............... $ (0.48) $ 0.32 $ (0.39) $ 0.60 Discontinued operations (net of tax) ................... (0.45) (0.18) (0.46) (0.36) -------- -------- -------- -------- Net Income (loss) ...................................... $ (0.93) $ 0.14 $ (0.85) $ 0.24 ======== ======== ======== ======== DILUTED NET INCOME (LOSS) PER COMMON SHARE Income (loss) from continuing operations ............... $ (0.48) $ 0.31 $ (0.39) $ 0.58 Discontinued operations (net of tax) ................... (0.45) (0.17) (0.46) (0.35) -------- -------- -------- -------- Net Income (loss) ...................................... $ (0.93) $ 0.14 $ (0.85) $ 0.23 ======== ======== ======== ======== Shares used in computing basic net income (loss) per common share ......................................... 5,705 5,615 5,690 5,621 Shares used in computing diluted net income (loss) per common share ......................................... 5,705 5,714 5,690 5,768
SL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (Unaudited)
Three-Months Ended Six-Months Ended June 30, June 30, 2001 2000 2001 2000 ------- ----- ------- ------- Net income (loss) ....................................... $(5,312) $ 796 $(4,833) $ 1,344 Currency translation adjustment, net of related taxes 134 (38) 65 (26) ------- ----- ------- ------- Comprehensive income (loss) ............................. $(5,178) $ 758 $(4,768) $ 1,318 ======= ===== ======= =======
6 SL INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (All amounts in thousands)
June 30, December 31, 2001 2000 --------- --------- ASSETS Current assets: Cash and cash equivalents ..................................................... $ 0 $ 1,189 Receivables, less allowances of $1,996 and $2,235, respectively ............... 19,282 20,312 Inventories ................................................................... 21,048 23,491 Prepaid expenses .............................................................. 1,064 1,140 Net current assets of discontinued operations ................................. 4,401 4,866 Deferred income taxes ......................................................... 7,403 4,864 --------- --------- Total current assets ..................................................... 53,198 55,862 Property, plant and equipment, less accumulated depreciation of $16,647 and $16,857 respectively ................... 19,800 19,781 Fixed assets of discontinued operations, less accumulated depreciation ........... 753 980 Long-term note receivable ........................................................ 2,099 2,118 Deferred income taxes ............................................................ 1,291 1,629 Cash surrender value of life insurance policies .................................. 12,022 11,486 Intangible assets, less accumulated amortization of $6,008 and $5,356 respectively 20,169 20,770 Other assets ..................................................................... 811 855 --------- --------- Total assets ............................................................. $ 110,143 $ 113,481 ========= ========= LIABILITIES Current liabilities: Short-term debt ............................................................... $ 869 $ 0 Long-term debt due within one year ............................................ 36,438 186 Accounts payable .............................................................. 7,845 11,309 Accrued income taxes .......................................................... 1,639 724 Accrued liabilities: Payroll and related costs ................................................... 4,942 5,070 Other ....................................................................... 9,744 7,393 --------- --------- Total current liabilities ................................................ 61,477 24,682 Long-term debt less portion due within one year .................................. 1,009 36,533 Deferred compensation and supplemental retirement benefits ....................... 5,957 5,892 Other liabilities ................................................................ 2,552 3,024 --------- --------- Total liabilities ........................................................ $ 70,995 $ 70,131 SHAREHOLDERS' EQUITY Preferred stock, no par value; authorized, 6,000 shares; none issued ............. $ 0 $ 0 Common stock, $.20 par value; authorized, 25,000 shares; issued 8,298 shares ..... 1,660 1,660 Capital in excess of par value ................................................... 38,952 38,455 Retained earnings ................................................................ 14,714 19,547 Accumulated other comprehensive income ........................................... 127 62 Treasury stock at cost, 2,588 and 2,639 shares, respectively ..................... (16,305) (16,374) --------- --------- Total shareholders' equity ............................................... 39,148 43,350 --------- --------- Total liabilities and shareholders' equity ............................... $ 110,143 $ 113,481 ========= =========
-----END PRIVACY-ENHANCED MESSAGE-----