-----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, DVTh9nzAzEEQP92VP/z6Mt2i8Rwo5vaYY6NGJ3sR408V8LlQW7tluxbo54lGr4nN vTcTPEMlwmBkyQcY4jLpAQ== 0000921895-08-002204.txt : 20080814 0000921895-08-002204.hdr.sgml : 20080814 20080814164920 ACCESSION NUMBER: 0000921895-08-002204 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] 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: 081019971 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: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 8-K 1 form8k05380_08132008.htm form8k05380_08132008.htm
UNITED STATES
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 13, 2008

SL Industries, Inc.
(Exact name of registrant as specified in its charter)
     
New Jersey 
1-4987
21-0682685
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey
08054
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (856) 727-1500

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 2.02.
Results of Operations and Financial Condition.
 
On August 13, 2008, the Company announced its financial results for the second quarter ended June 30, 2008.  A copy of the press release is furnished as Exhibit 99.1 to this report.
 
The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the exhibit hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
 
Item 9.01.
Financial Statements and Exhibits.
 
(c)           Exhibits
 
 
Exhibit No.
Exhibits

 
99.1
Press Release dated August 13, 2008.
 


 
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 hereunto duly authorized.
 
 
Date:  August 14, 2008
 
 
SL Industries, Inc.
(Registrant)
 
 
 
By:
/s/ David R. Nuzzo
 
Name:
David R. Nuzzo
 
Title:
Vice President and Chief Financial Officer

 
 
 

 
EX-99.1 2 ex991to8k05380_08132008.htm ex991to8k05380_08132008.htm
Exhibit 99.1
 
For Immediate Release
 
SL INDUSTRIES, INC. ANNOUNCES FINANCIAL RESULTS
FOR ITS SECOND QUARTER ENDED JUNE 30, 2008
 
MT. LAUREL, NEW JERSEY, August 13, 2008 . . . SL INDUSTRIES, INC. (AMEX & PHLX: SLI) announced today that net sales for the second quarter ended June 30, 2008 were $48,734,000, compared to $52,730,000 for the second quarter last year.  Income from continuing operations was $1,999,000, or $0.34 per diluted share, compared to income from continuing operations of $3,236,000, or $0.56 per diluted share, for the same period in 2007.
 
Net sales from continuing operations for the six months ended June 30, 2008 were $94,096,000, compared to net sales of $101,057,000 for the six months ended June 30, 2007.  Income from continuing operations for the six months ended June 30, 2008 was $3,346,000, or $0.56 per diluted share, compared to income from continuing operations of $5,275,000, or $0.91 per diluted share, for the same period last year.
 
Loss from discontinued operations, net of tax, was $453,000 for the first six months of 2008, compared to a loss from discontinued operations, net of tax, of $789,000 for the same period last year.  Loss from discontinued operations, net of tax, decreased relative to unusually high legal and consulting fees incurred last year with respect to certain environmental matters.  As a result, for the six-month period ended June 30, 2008, the Company recorded net income of $2,893,000, or $0.48 per diluted share, compared to net income of $4,486,000, or $0.78 per diluted share, for the same period last year.
 
The Company’s four business segments recorded mixed results for the first six months of 2008.  SL Power Electronics Corp. recorded net sales of $39,026,000 and operating income of $1,586,000, as compared to net sales of $47,255,000 and operating income of $4,192,000 for the same period in 2007.  The High Power Group recorded net sales of $29,225,000 and operating income of $2,974,000, as compared to net sales of $28,822,000 and operating income of $3,791,000 for the same period last year.  SL Montevideo Technology, Inc. recorded net sales of $15,085,000 and operating income of $2,053,000, as compared to net sales of $14,065,000 and operating income of $1,701,000 for the first six months of 2007.  RFL Electronics Inc. recorded net sales of $10,760,000 and operating income of $764,000, as compared to net sales of $10,915,000 and operating income of $849,000 for the same period last year.
 

 
Engineering and product development expenses for the first six months of 2008 increased by $585,000, or approximately 9%, as compared to the same period last year.  This increase was primarily attributable to the Power Electronics Group, which added engineers at several locations and incurred additional agency fees in connection with new custom product programs.
 
The Company reported net new orders of $49.7 million in the second quarter of 2008, compared to net new orders of $51.9 million in the second quarter of 2007.  Backlog at June 30, 2008 was $61.7 million, as compared to $55.9 million a year earlier.
 
Commenting on the results, James Taylor, President and Chief Executive Officer of SL Industries, said, “The Company’s disappointing results are largely driven by the substantial reduction of two significant customer programs at SL Power Electronics Corp.  In the current cyclical business downturn, SLPE has struggled to replace sales and bookings represented by these two programs.  In addition, higher commodities prices, particularly for copper, continue to pressure margins.  In light of persistent sluggish demand, the Power Electronics Group is undertaking several initiatives in the second half to reduce expenses.”
 
“Notwithstanding the current slowdown, the strategic outlook for SL Power Electronics remains excellent.  SLPE is working on a record number of custom product programs.  Teal Electronics posted strong sales and bookings, including its first major program in the defense industry.  MTE Corporation reported increased sales and profits due to strong demand in the natural resource recovery market.  Therefore, while we are targeting cost reductions in administration and operations, the Company has increased its engineering capabilities in order to seize opportunities for accelerated growth over the long run.”
 
Taylor stated, “SL Montevideo Technology continued its eighth consecutive quarter of improvement since we initiated operational changes two years ago.  Commercial and military aerospace programs account for the strong sales growth.  Financial performance continues to improve as a result of lean manufacturing principles.”
 
Taylor continued, “RFL Electronics recorded stable bookings and sales for the first half.  Consistent with prior years, we expect increased activity in the second half of the year.  RFL is on track to release its next-generation communications product by year-end.”
 
Taylor added, “Corporate and other expenses, which relate to corporate administration, strategic management and oversight, capital financing, risk management, corporate governance and controls, legal and litigation activities and public reporting expenses were $2,231,000 for the six month period ended June 30, 2008, as compared to $2,510,000 for the same period in 2007.  Despite this significant reduction, corporate expenses represented 2% of net sales for the first half of each of 2008 and 2007, as a result of lower sales in the current period.
 
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Taylor concluded, “On May 14, the Company held its Annual Shareholder’s Meeting, at which time shareholders re-elected all of the directors standing for re-election and approved a new incentive stock option plan by margins exceeding 80%.  On behalf of the entire Board of Directors, we thank our shareholders for their continued support.”
 
About SL Industries, Inc.
 
SL Industries, Inc. designs, manufactures and markets power electronics, power motion, power protection, teleprotection and communications equipment and systems that is used in a variety of medical, aerospace, computer, datacom, industrial, telecom, transportation and electric power utility applications.  For more information about SL Industries, Inc. and its products, please visit the Company’s web site at www.slindustries.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 reduction initiatives undertaken by the Company, 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.
 
Contact:
 
David Nuzzo, Chief Financial Officer
E-mail: David.Nuzzo@slindustries.com
Phone: 856-727-1500, ext. 5515
Facsimile: 856-727-1683
 
3

 
SL INDUSTRIES, INC.
SUMMARY CONSOLIDATED BALANCE SHEETS
(In thousands)
   
June 30,
2008
   
December 31,
2007
 
   
(Unaudited)
       
ASSETS
 
Current assets:
           
Cash and cash equivalents
  $ 0     $ 733  
Receivables, net
    30,298       30,068  
Inventories, net
    24,066       22,242  
Other current assets
    3,071       5,261  
Total current assets
    57,435       58,304  
                 
Property, plant and equipment, net
    10,703       11,047  
Intangible assets, net
    28,273       28,747  
Other assets
    7,981       6,575  
Total assets
  $ 104,392     $ 104,673  
   
LIABILITIES & SHAREHOLDERS’ EQUITY
 
Long term debt due within one year
  $ 5,239     $ 0  
Current liabilities
    25,266       27,698  
Long term debt
    0       6,000  
Other liabilities
    9,374       9,346  
Shareholders’ equity
    64,513       61,629  
Total liabilities and shareholders’ equity
  $ 104,392     $ 104,673  
 
4

 
SL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Net sales
  $ 48,734     $ 52,730     $ 94,096     $ 101,057  
                                 
Cost and expenses:
                               
Cost of products sold
    33,697       34,781       64,269       67,151  
Engineering and product development
    3,535       3,218       6,998       6,413  
Selling, general and administrative
    7,594       9,097       15,842       17,642  
Depreciation and amortization
    925       922       1,841       1,828  
Total cost and expenses
    45,751       48,018       88,950       93,034  
                                 
Income from operations
    2,983       4,712       5,146       8,023  
Other income (expense):
                               
Amortization of deferred financing costs
    (22 )     (22 )     (44 )     (44 )
Interest income
    5       1       15       18  
Interest expense
    (45 )     (256 )     (168 )     (579 )
                                 
Income from continuing operations before income taxes
    2,921       4,435       4,949       7,418  
                                 
Income tax provision
    922       1,199       1,603       2,143  
Income from continuing operations
    1,999       3,236       3,346       5,275  
(Loss) from discontinued operations (net of tax)
    (241 )     (418 )     (453 )     (789 )
Net income
  $ 1,758     $ 2,818     $ 2,893     $ 4,486  
                                 
Basic net income (loss) per common share
                               
Income from continuing operations
  $ 0.34     $ 0.57     $ 0.57     $ 0.94  
(Loss) from discontinued operations (net of tax)
    (0.04 )     (0.07 )     (0.08 )     (0.14 )
Net income
  $ 0.30     $ 0.50     $ 0.49     $ 0.80  
                                 
Diluted net income (loss) per common share
                               
Income from continuing operations
  $ 0.34     $ 0.56     $ 0.56     $ 0.91  
(Loss) from discontinued operations (net of tax)
    (0.04 )     (0.07 )     (0.08 )     (0.14 )
Net income
  $ 0.30     $ 0.49     $ 0.48     $ 0.78 *
                                 
                                 
Shares used in computing basic net income (loss) per common share
    5,862       5,638       5,857       5,639  
                                 
Shares used in computing diluted net income (loss) per common share
    5,955       5,801       5,965       5,786  
 
 
SL INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
     
2007**
   
2008
     
2007**
 
Net income
  $ 1,758     $ 2,818     $ 2,893     $ 4,486  
Other comprehensive income (net of tax):
                               
Foreign currency translation
    (131 )     (14 )     (173 )     (31 )
Unrealized gain on securities
    -       74       -       74  
Comprehensive income
  $ 1,627     $ 2,878     $ 2,720     $ 4,529  
 
* Earnings per share does not total due to rounding.
** Components of other comprehensive income have been reclassified for comparative purposes.
 
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