-----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, MHIbtiYbcsKl7SqY+A6OlJzTESCBszstTbWg4kFPXjDkPGD/uxeX8tNzRbu+3jav SJEzrMlKBE++JqSwHrL9EA== 0000950150-97-000538.txt : 19970414 0000950150-97-000538.hdr.sgml : 19970414 ACCESSION NUMBER: 0000950150-97-000538 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970411 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASKEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000918022 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 954107640 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25068 FILM NUMBER: 97579127 BUSINESS ADDRESS: STREET 1: 100 EAST GRAHAM PL CITY: BURBANK STATE: CA ZIP: 91502 BUSINESS PHONE: 8188434000 MAIL ADDRESS: STREET 1: 100 EAST GRAHAM PLACE CITY: BURBANK STATE: CA ZIP: 91502 10-Q 1 FORM 10-Q 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (MARK ONE) [ X ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Period Ended FEBRUARY 28, 1997 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 -25068. HASKEL INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 95-4107640 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 100 EAST GRAHAM PLACE BURBANK, California 91502 (Address of principal executive offices) (Zip Code) (818) 843-4000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, 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 periods 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 . --- --- Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes . No . --- --- Applicable Only to Corporate Issuers Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. AS OF APRIL 10, 1997 THE REGISTRANT HAD 4,692,230 SHARES OF CLASS A COMMON STOCK, AND 40,000 SHARES OF CLASS B COMMON STOCK OUTSTANDING. 2 INDEX HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Consolidated balance sheets - February 28, 1997 and May 31, 1996 ............ 3 Consolidated statements of operations - Three months ended February 28, 1997 and February 29, 1996; Nine months ended February 28, 1997 and February 29, 1996............................................................ 5 Consolidated statements of cash flows - Nine months ended February 28, 1997 and February 29, 1996................................................... 6 Notes to consolidated financial statements - February 28, 1997............... 7 Item 2. Management's discussion and analysis of financial condition and results of operations................................................... 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K....................................... 12
2 3 HASKEL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS February 28, May 31, 1997 1996 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 7,137,000 $ 8,239,000 Accounts receivable, net 10,889,000 9,581,000 Inventory, net 10,414,000 10,532,000 Prepaid expenses and other current assets 556,000 356,000 Assets held for sale 1,934,000 -- Deferred income taxes 1,260,000 1,260,000 ----------- ----------- TOTAL CURRENT ASSETS 32,190,000 29,968,000 PROPERTY, PLANT & EQUIPMENT, Net 5,685,000 5,526,000 PURCHASED TECHNOLOGY, Net -- 6,569,000 GOODWILL, Net 395,000 3,248,000 DEFERRED INCOME TAXES 2,193,000 -- OTHER ASSETS 37,000 49,000 ----------- ----------- TOTAL $40,500,000 $45,360,000 =========== ===========
See notes to consolidated financial statements. 3 4 HASKEL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) (Unaudited)
February 28, May 31, 1997 1996 ------------ ------- LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 979,000 $ 985,000 Accounts payable 3,696,000 3,510,000 Dividends payable 331,000 331,000 Accrued liabilities 2,458,000 3,089,000 Income taxes payable 89,000 162,000 ----------- ----------- TOTAL CURRENT LIABILITIES 7,553,000 8,077,000 LONG-TERM DEBT 1,620,000 2,381,000 DEFERRED INCOME TAXES -- 334,000 OTHER ACCRUED LIABILITIES 2,277,000 2,348,000 COMMITMENTS & CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred Stock: 2,000,000 shares authorized; none issued and outstanding Common Stock: Class A, without par value; 20,000,000 shares authorized; 4,692,230 and 4,688,230 issued and outstanding at February 28, 1997 and 13,458,000 13,436,000 May 31, 1996, respectively Class B, without par value; 40,000 shares authorized, issued and outstanding at February 28, 1997 and May 31, 1996 19,000 19,000 Retained Earnings 15,601,000 18,951,000 Cumulative foreign currency translation adjustment (28,000) (186,000) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 29,050,000 32,220,000 ----------- ----------- TOTAL $40,500,000 $45,360,000 =========== ===========
See notes to consolidated financial statements. 4 5 HASKEL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended February 28, February 29, February 28, February 29, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- SALES $12,401,000 $11,111,000 $37,626,000 $30,372,000 COST OF SALES 6,670,000 5,893,000 20,373,000 16,842,000 ----------- ----------- ----------- ----------- GROSS PROFIT 5,731,000 5,218,000 17,253,000 13,530,000 EXPENSES Selling 1,938,000 1,892,000 5,877,000 5,387,000 General and Administrative 1,842,000 1,846,000 4,928,000 4,756,000 Engineering design, research and development 292,000 289,000 777,000 717,000 ----------- ----------- ----------- ----------- Total 4,072,000 4,027,000 11,582,000 10,860,000 ----------- ----------- ----------- ----------- OPERATING INCOME 1,659,000 1,191,000 5,671,000 2,670,000 OTHER INCOME 104,000 125,000 202,000 330,000 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,763,000 1,316,000 5,873,000 3,000,000 PROVISION FOR INCOME TAXES 727,000 524,000 2,294,000 1,182,000 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS 1,036,000 792,000 3,579,000 1,818,000 DISCONTINUED OPERATIONS: Income (loss) from operations, less applicable income taxes (175,000) (529,000) 220,000 Estimated loss on disposal of segment (5,406,000) ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ 1,036,000 $ 617,000 $(2,356,000) $ 2,038,000 =========== =========== =========== =========== INCOME (LOSS) PER SHARE: Continuing operations $0.21 $0.16 $0.74 $0.38 Discontinued operations: Loss from operations (0.03) (0.11) 0.05 Estimated loss on disposal (1.12) ----------- ----------- ----------- ----------- Total $0.21 $0.13 ($0.49) $0.43 =========== =========== =========== =========== DIVIDEND PER SHARE $0.07 $0.07 $0.21 $0.21 =========== =========== =========== ===========
See notes to consolidated financial statements. 5 6 HASKEL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended February 28, February 29, 1997 1996 ------------ ------------ (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by continuing operations $ 3,220,000 $ 448,000 Net cash provided by (used in) discontinued operations (334,000) 853,000 ------------ ------------ Net cash provided by operating activities 2,886,000 1,301,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,255,000) (984,000) Proceeds from sale of property 71,000 - Acquisitions (net of cash and cash equivalents acquired) (1,172,000) (159,000) ------------ ------------ Net cash used in investing activities (2,356,000) (1,143,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (767,000) (139,000) Proceeds from issuance of common stock 22,000 - Dividends declared (994,000) (993,000) ------------ ------------ Net cash used in financing activities (1,739,000) (1,132,000) ------------ ------------ EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS 107,000 (72,000) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS (1,102,000) (1,046,000) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,239,000 8,806,000 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,137,000 $ 7,760,000 ============ ============ SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION: Cash paid for: Interest Continuing operations $ 23,000 $ 22,000 ============ ============ Discontinued operations $ 132,000 $ 176,000 ============ ============ Income taxes $ 1,720,000 $ 2,123,000 ============ ============ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES- On June 3, 1996, the Company's foreign subsidiary, Haskel Systems, Limited ("HESL"), acquired all of the outstanding stock of Hydraulic Mobile Equipment Limited ("HME") for $851,000 ($814,000 in cash and $37,000 in acquisition costs) plus liabilities. Fair value of assets acquired $ 1,067,000 Cash paid (851,000) ------------ Liabilities assumed $ 216,000 ============ On November 30, 1995, HESL acquired certain assets of Armaturenbau GmbH for $412,000 ($159,000 in cash and a note payable of $253,000). See notes to consolidated financial statements.
6 7 PART I. FINANCIAL INFORMATION HASKEL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which comprise only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended February 28, 1997 are not necessarily indicative of the results that may be expected for the year ending May 31, 1997. For further information, refer to the consolidated financial statements and notes thereto for the year ended May 31, 1996. NOTE B - INVENTORIES Inventories consist of the following:
February 28, May 31, 1997 1996 ----------- ----------- Raw Materials $ 2,350,000 $ 3,335,000 Work in Process 1,575,000 2,032,000 Finished Products 6,489,000 5,165,000 ----------- ----------- $10,414,000 $10,532,000 =========== ===========
NOTE C - ACQUISITIONS On June 3, 1996, the Company's foreign subsidiary, Haskel Energy Systems, Ltd., acquired all of the outstanding stock of Hydraulic Mobile Equipment Limited in exchange for $814,000 in cash and $37,000 in acquisition costs plus liabilities. The business is located in Manchester, England. On December 4, 1996, the Company acquired certain assets of Hogan Fluid Power, Inc. for approximately $380,000 in cash and $50,000 in acquisition costs. The business is located in Houston, Texas. 7 8 PART I. FINANCIAL INFORMATION HASKEL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE D - INSURANCE REIMBURSEMENTS The general and administrative expenses for the nine months ended February 28, 1997 include reimbursements of approximately $676,000 from the Company's insurance carriers representing the recovery of legal expenses relating to environmental matters. NOTE E - DISCONTINUED OPERATIONS On January 10, 1997, the Company adopted a plan to dispose of its Electronic Products Group ("EPG"). A formal plan of disposal was approved by the Board of Directors, and it is anticipated that the disposal will be completed within twelve months. The plan of disposal of the EPG was accounted for as a discontinued operation as of November 30, 1996 and, accordingly, its assets (liabilities) have been segregated from continuing operations in the accompanying consolidated balance sheets, and its operating results are segregated and reported as discontinued operations in the accompanying consolidated statements of operations and cash flows. The income (loss) from discontinued operations reflected in the accompanying consolidated statements of operations are net of income tax benefits of $73,000 for the three months ended February 29, 1996, and net of income tax benefits for the nine months ended February 28, 1997 and February 29, 1996 of $220,000 and $242,000, respectively. The estimated loss on disposal of segment included in the statement of operations for the nine months ended February 28, 1997 reflects the net amount of the following components: the write-down of the net assets of the EPG to the expected market value; disposal costs; anticipated operating income of the EPG through the expected date of disposal; and an income tax benefit of $2,414,000 from the reversal of related deferred tax liabilities. The estimated net realizable value of the EPG has been reclassified on the balance sheet as "Assets held for sale." Sales from these operations for the three and nine months ended February 29, 1996 were $2,831,000 and $12,775,000, respectively. The actual operating results for the discontinued operations for the three months ended February 28, 1997 approximated amounts estimated for in the loss on disposal of segment accrued for at November 30, 1996. 8 9 HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report contains forward-looking statements that involve risks and uncertainties. The Company's actual results and timing of certain events could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the integration of acquired operations, the sale of the Electronic Products Group ("EPG"), management of growth and other factors. DISCONTINUED OPERATIONS The Company adopted a plan to dispose of its Electronic Products Group ("EPG") on January 10, 1997, and, as a result, the Company has accounted for the EPG as a discontinued operation as of November 30, 1996. The estimated loss on disposal of segment of $5,406,000 included in the statement of operations for the nine months ended February 28, 1997 reflects the net amount of the following components: the write-down of the net assets of the EPG to the expected market value; disposal costs; anticipated operating income of the EPG through the expected date of disposal; and an income tax benefit of $2,414,000 from the reversal of related deferred tax liabilities. The Company recognized a loss from discontinued operations for the three months ended February 29, 1996 of $175,000 and income from discontinued operations of $220,000 for the nine months ended February 29, 1996. The actual operating results for the discontinued business for the three months ended February 28, 1997 approximated amounts estimated for as part of the estimated loss from disposal of $5,406,000 as discussed above. The loss from discontinued operations for the nine months ended February 28, 1997 were $529,000 which included $240,000 in restructuring costs incurred in the first quarter of fiscal year 1997. The decrease in income from discontinued operations for the nine months ended February 28, 1997 as compared to the prior year is the result of weakened market conditions and increased competition within the electronics industry. RESULTS OF CONTINUING OPERATIONS Sales for the third quarter ended February 28, 1997 increased $1,290,000, or 11.6%, to $12,401,000, as compared with sales of $11,111,000 for the same period in the prior year. For the first nine months of fiscal year 1997, sales were $37,626,000, or $7,254,000 (23.9%) higher than the same period in fiscal year 1996. These results reflect operations by the Industrial Products Group ("IPG") and include increased sales from new and expanded operations principally in its international markets, particularly in Europe and the Pacific Rim, and increased demand for the Company's value-added systems. Sales for the three and nine months ended February 28, 1997, included approximately $370,000 and $2,140,000, respectively, which are attributable to activities of businesses acquired in Germany and the United Kingdom and the opening of an office in the Netherlands. Except for Germany, which was acquired in November 1996, none of these operations were in place during the first nine months of fiscal year 1996. Sales of value-added 9 10 HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) systems increased approximately $750,000 and $3,000,000 for the three and nine months ended February 28, 1997 as compared to the same periods in the prior year. Approximately $1,200,000 of the sales increase for the nine months ended February 28, 1997 represents a single order in the second quarter to the automotive safety products sector. Gross profit for the third quarter ended February 28, 1997 increased $513,000 to $5,731,000, or 46.2 % of sales, as compared with gross profit of $5,218,000, or 47.0% of sales, for the same period in fiscal year 1996. Gross profit for the first nine months of fiscal year 1997 was $17,253,000 (45.9% of sales) as compared to $13,530,000 (44.5% of sales) for the comparable period in fiscal year 1996. Gross profit for the third quarter of fiscal 1997 as compared to the prior year changed principally as a result of sales volume and a change in the sales mix. The gross profit as a percentage of sales for the nine months ended February 28, 1997 increased compared to the prior year as the Company reduced product costs through improved manufacturing processes and lower material costs. General and administrative expenses for the nine months ended February 28, 1997 include a settlement received in the second quarter of approximately $676,000 from the Company's insurance carriers representing the recovery of prior year's legal expenses relating to environmental matters. Selling, general and administrative, and engineering ("operating") expenses were $4,072,000 or 32.8% of sales for the third quarter ended February 28, 1997 as compared to $4,027,000 or 36.2% of sales for the comparable period in fiscal year 1996. For the nine months ended February 28, 1997, these expenses, excluding the insurance reimbursements, were $12,258,000 or 32.6% of sales as compared to $10,860,000 or 35.8% of sales for the prior year. Operating expenses for the three and nine months ended February 28, 1997 included approximately $300,000 and $900,000, respectively, attributable to activities of new businesses acquired and started. The remaining increase in operating costs is the direct result of increased expenses to support the Company's growth. Income from continuing operations for the third quarter ended February 28, 1997 increased $244,000 or 30.8% to $1,036,000 (8.4% of sales) as compared with $792,000 (7.1% of sales) for the comparable prior period. For the nine months ended February 28, 1997, income from continuing operations increased $1,761,000 (96.9%) to $3,579,000 (9.5% of sales) as compared to $1,818,000 (6.0% of sales) for the same period in fiscal year 1996. The increase in income from continuing operations is due to the significant increase in sales levels, improvement in gross margins, and insurance reimbursements as discussed above. The increased income from 10 11 HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) continuing operations as a percentage of sales is a direct result of the Company's efforts to contain operating expenses while expanding its operations. LIQUIDITY AND SOURCES OF CAPITAL For the nine months ended February 28, 1997, net cash provided by operating activities included $3,220,000 from continuing operations as compared to $448,000 for the same period in the prior year. Net cash of $334,000 was used in discontinued operations in the first nine months of fiscal year 1997 as compared to net cash provided by discontinued operations of $853,000 in the prior year. The net cash provided by continuing operations as noted above resulted principally from net income in the period and effects of exchange rate fluctuations on net assets held in foreign subsidiaries. During the nine months ended February 28, 1997 and February 29, 1996, cash used for investing activities consisted primarily of cash used to acquire new subsidiaries and capital expenditures. Cash used in financing activities for the nine months ended February 28, 1997 and February 29, 1996 consisted principally of payments on long-term debt and dividends paid to shareholders. To insure the availability of funds to meet its various needs, the Company has a comprehensive credit facility with its bank. The credit facility includes a $5,000,000 revolving line of credit; a $4,000,000 acquisition line of credit available for use in making acquisitions or capital expenditures; and a $3,000,000 term loan. At February 28, 1997, the Company had no outstanding balances under the revolving credit or acquisition lines. As of February 28, 1997, the balance of the term debt was $2,152,000, which bears interest at the LIBOR rate plus 1-3/4 % (7.219% at February 28, 1997.) This debt is directly associated with the discontinued operations of the EPG and the Company intends to use the proceeds from the disposition of this business to reduce the balance of the debt. As of February 28, 1997, the Company had $7,137,000 in cash and cash equivalents, and had working capital of $24,637,000, with a ratio of current assets to current liabilities of approximately 4.3 : 1. This compares with cash and cash equivalents of $8,239,000, and working capital of $21,891,000, with a ratio of current assets to current liabilities of 3.7 : 1 as of May 31, 1996. The Company believes it has adequate resources to achieve its operating goals for at least the next 12 month period. 11 12 HASKEL INTERNATIONAL, INC. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K): 10.23 Fourth Amendment dated as of November 17, 1996 to Loan Agreement between the Company and Union Bank. 10.24 Fifth Amendment dated as of February 4, 1997 to Loan Agreement between the Company and Union Bank 11.1 Statement Re: Computation of Earnings Per Share 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the fiscal quarter covered by this report on Form 10-Q. 12 13 HASKEL INTERNATIONAL, INC. 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. HASKEL INTERNATIONAL, INC. (REGISTRANT) DATE 4-11-97 /S/ R. MALCOLM GREAVES ----------------------------------- R. Malcolm Greaves President & Chief Executive Officer DATE 4-11-97 /S/ LONNIE D. SCHNELL ----------------------------------- Lonnie D. Schnell Chief Financial Officer 13 EX-10.23 2 LOAN AGREEMENT, AMENDMENT NO. 4 1 EXHIBIT 10.23 FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Fourth Amendment") dated as of November 15, 1996, is made and entered into by and between HASKEL INTERNATIONAL, INC., a California Corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A., a national banking association ("Bank"). RECITALS: A. Borrower and Bank are parties to that certain Loan Agreement dated February 21, 1995, pursuant to which Bank agreed to extend credit to Borrower and amendments thereto dated August 30, 1995, February 13, 1996, April 16, 1996 (the "Agreement"). B. Borrower and Bank desire to amend the Agreement subject to the terms and conditions of this Fourth Amendment. AGREEMENT: In consideration of the above recitals and of the mutual covenants and conditions contained herein, Borrower and Bank agree as follows: 1. Defined Terms. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned thereto in the Agreement. 2. Amendments to the Agreement. (a) Section 1.1.1 of the Agreement is hereby amended by substituting the date "November 17, 1997" for the date "November 15, 1996". 3. Effectiveness of the Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank: (a) The counterpart of this Fourth Amendment, duly executed by Borrower; (b) Such other documents, instruments or agreements as Bank may reasonably deem necessary. 4. Ratification. Except as specifically amended hereinabove, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. 5. Representations and Warranties. Borrower represents and warrants as follows: (a) Each of the representations and warranties contained in the Agreement, as may be amended hereby, is hereby reaffirmed as of the date hereof, each as if set forth herein; (b) The execution, delivery and performance of the Fourth Amendment and any other instruments or documents in connection herewith are within Borrower's power, have been duly authorized, are legal, valid and binding obligations of Borrower, and are not in conflict with the terms of any charter, bylaw, or other organization papers of Borrower or with any law, indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound or affected; (c) No event has occurred and is continuing or would result from this Fourth Amendment which constitutes or would constitute an Event of Default under the Agreement. 6. Governing Law. This Fourth Amendment and all other instruments or documents in connection 2 herewith shall be governed by and construed according to the laws of the State of California. 7. Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. WITNESS the due execution hereof as of the date first above written. HASKEL INTERNATIONAL, INC. UNION BANK By: /s/ R.M. Greaves By: /s/ Allison Berry --------------------------- --------------------------- Title: President Title: Associate Vice President ------------------------ ------------------------ By: /s/ Lonnie D. Schnell By: /s/ Anita P. Saraiya --------------------------- --------------------------- Title: Chief Financial Officer Title: Vice President ------------------------ ------------------------ EX-10.24 3 LOAN AGREEMENT, AMENDMENT NO. 5 1 EXHIBIT 10.24 FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this "Fifth Amendment") dated as of February 4, 1997, is made and entered into by and between HASKEL INTERNATIONAL, INC., a California Corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A., a national banking association ("Bank"). RECITALS: A. Borrower and Bank are parties to that certain Loan Agreement dated February 21, 1995 (the "Agreement"), pursuant to which Bank agreed to extend credit to Borrower and amendments thereto dated August 30, 1995, February 13, 1996, April 16, 1996 and November 15, 1996. B. Borrower and Bank desire to amend the Agreement subject to the terms and conditions of this Fifth Amendment. AGREEMENT: In consideration of the above recitals and of the mutual covenants and conditions contained herein, Borrower and Bank agree as follows: 1. Defined Terms. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned thereto in the Agreement. 2. Amendments to the Agreement. (a) Section 4.10 of the Agreement is hereby amended to include the following: "The EBITDA definition shall mean earnings before interest, taxes, depreciation, amortization and all non-cash expenses." 3. Effectiveness of the Fifth Amendment. This Fifth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank: (a) The counterpart of this Fifth Amendment, duly executed by Borrower; (b) Such other documents, instruments or agreements as Bank may reasonably deem necessary. 4. Ratification. Except as specifically amended hereinabove, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. 5. Representations and Warranties. Borrower represents and warrants as follows: (a) Each of the representations and warranties contained in the Agreement, as may be amended hereby, is hereby reaffirmed as of the date hereof, each as if set forth herein; (b) The execution, delivery and performance of the Fifth Amendment and any other instruments or documents in connection herewith are within Borrower's power, have been duly authorized, are legal, valid and binding obligations of Borrower, and are not in conflict with the terms of any charter, bylaw, or other organization papers of Borrower or with any law, indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound or affected; (c) No event has occurred and is continuing or would result from this Fifth Amendment which constitutes or would constitute an Event of Default under the Agreement. 2 6. Governing Law. This Third Amendment and all other instruments or documents in connection herewith shall be governed by and construed according to the laws of the State of California. 7. Counterparts. This Fifth Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. WITNESS the due execution hereof as of the date first above written. HASKEL INTERNATIONAL, INC. UNION BANK By: /s/ R.M. Greaves By: /s/ Allison Berry --------------------------- --------------------------- Title: President Title: Associate Vice President ------------------------ ------------------------ By: /s/ Lonnie D. Schnell By: /s/ Catherine Abe --------------------------- --------------------------- Title: Chief Financial Officer Title: Vice President ------------------------ ------------------------ EX-11.1 4 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11.1 HASKEL INTERNATIONAL, INC. STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE (UNAUDITED) Three Months Ended Nine Months Ended ----------------------------- ----------------------------- February 28, February 29, February 28, February 29, 1997 1996 1997 1996 ------------- ------------- ------------- ------------- Primary & Primary & Primary & Primary & Fully Diluted Fully Diluted Fully Diluted Fully Diluted ------------- ------------- ------------- ------------- Primary and Fully Diluted Earnings Income from continuing operations $1,036,000 $ 792,000 $ 3,579,000 $1,818,000 Income (loss) from discontinued operations -- (175,000) (529,000) 220,000 Loss from disposal of segment -- -- (5,406,000) -- ---------- ---------- ----------- ---------- Net income $1,036,000 $ 617,000 $(2,356,000) $2,038,000 ========== ========== =========== ========== Weighted average number of shares outstanding 4,732,230 4,728,230 4,732,003 4,728,230 Dilutive effect of stock options and warrants 113,276 19,775 88,282 6,592 ---------- ---------- ----------- ---------- Number of shares used to compute primary and fully diluted earnings per share 4,845,506 4,748,005 4,820,285 4,734,822 ========== ========== =========== ========== Primary and Fully Diluted Earnings per Share Income from continuing operations $ 0.21 $ 0.16 $ 0.74 $ 0.38 Income (loss) from discontinued operations -- (0.03) (0.11) 0.05 Loss from disposal of segment -- -- (1.12) -- ---------- ---------- ----------- ---------- Net income $ 0.21 $ 0.13 $ (0.49) $ 0.43 ========== ========== =========== ==========
14 EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HASKEL INTERNATIONAL INC'S CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS MAY-31-1996 FEB-28-1997 7,137 0 11,483 594 10,414 32,190 10,662 4,977 40,500 7,553 0 0 0 13,477 (28) 40,500 37,626 37,626 20,373 20,373 11,582 0 40 5,873 2,294 3,579 (5,935) 0 0 (2,356) (.49) (.49) Other expenses are comprised of selling, general and administrative, engineering design, research and development. Fully diluted earnings per share is not disclosed in the Company's consolidated financial statements since the maximum dilutive effect is not material.
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