-----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, EdKtj0+YBQMJr9/8HKKV70WZvB76qYo9r4EfiKsg1cuo4XMfNElpkE0/Y9XI8IdL Kp4rPS3QHirmajPQC8LKBA== 0000092769-99-000004.txt : 19990302 0000092769-99-000004.hdr.sgml : 19990302 ACCESSION NUMBER: 0000092769-99-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM CONTROL INC CENTRAL INDEX KEY: 0000092769 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 251196447 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-08796 FILM NUMBER: 99554441 BUSINESS ADDRESS: STREET 1: 6000 WEST RIDGE ROAD CITY: ERIE STATE: PA ZIP: 16506 BUSINESS PHONE: 8148351507 MAIL ADDRESS: STREET 1: 6000 WEST RIDGE ROAD CITY: ERIE STATE: PA ZIP: 16506 10-K 1 Securities and Exchange Commission Washington, D.C. 20549 Form 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1998 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 0-8796 Spectrum Control, Inc. (a Pennsylvania Corporation) (I.R.S. Employer Identification No. 25-1196447) 6000 West Ridge Road, Erie, Pennsylvania 16506 Telephone 814-835-4000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Common Stock - No Par Value The Nasdaq Stock Market 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]. At February 1, 1999, the aggregate market value of voting Common Stock held by non-affiliates of the registrant based on a closing price of $4.00 was $30,699,000. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock of the Company have been excluded because such persons may be deemed to be affiliates. As of February 1, 1999, the registrant had outstanding 10,887,008 shares of Common Stock, no par value. Documents incorporated by reference Portions of the registrant's Proxy Statement for the annual meeting of shareholders to be held April 5, 1999 are incorporated by reference into Part III of this Form 10-K. PART I ITEM 1. BUSINESS Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section, as well as in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. GENERAL Spectrum Control, Inc. and its subsidiaries (the "Company") design, manufacture and market a broad line of control products and systems. The Company was founded as a solutions-oriented company, designing and manufacturing products to suppress or eliminate electromagnetic interference ("EMI"). The Company has adapted its core EMI filter technology into a complete line of capacitors, filters, filtered arrays, and filtered connectors. In recent years, the Company has expanded its focus by developing new lines of power products (commercial custom assemblies, military/aerospace multisection assemblies, power distribution units, power entry modules, and power line filters), microwave products (coaxial ceramic bandpass filters, duplexers, and dielectric resonators), and specialty ceramic products. The Company's products are used in virtually all industries worldwide, including telecommunications, aerospace, military, medical, computer, and industrial controls. The need for EMI products results from the increasing dependency of our society on electronic equipment of various kinds, including wireless communication systems. This equipment both emits, and is sensitive to, random electromagnetic waves over a broad spectrum of wave lengths, which can interfere with and degrade the performance of other electronic equipment. The Company's EMI products are designed to suppress the emission of unwanted waves or to reduce their strength to an innocuous level, by reflecting them from one component to another in series or by converting their energy into heat which is then dissipated. Spectrum Control, Inc. was incorporated in Pennsylvania in 1968. The Company's Interconnect Products Division, which manufactures various EMI filter products,is located in Fairview, Pennsylvania. The Company's Control Products Division, which manufactures power and microwave products, operates facilities in Erie, Pennsylvania and Wesson, Mississippi. The Company's executive offices are located in Erie, Pennsylvania. Spectrum Control Technology, Inc., a wholly-owned subsidiary, maintains a facility in New Orleans, Louisiana, with advanced manufacturing equipment designed for the production of ceramic capacitors, resonators, and specialty ceramic products. Currently, this subsidiary primarily manufactures ceramic discoidal and tubular capacitors used in the Company's EMI filter products. Spectrum Control, GmbH, a wholly-owned subsidiary of the Company located in Schwabach, Germany, acts as a distributor for the Company's products in the European market. MARKETS The Company's products are utilized in numerous applications including industrial equipment, instrumentation, computers, and medical equipment. The Company's primary markets, however, are communications equipment and military/ aerospace. COMMUNICATIONS EQUIPMENT For the past several years the communications industry has experienced significant worldwide growth. This growth has primarily resulted from increased business and consumer demand for wireless communication services. Cost reductions and performance improvements in such wireless communication products as cellular, personal communication services (PCS), and satellite-based voice and data systems have also contributed to this growth. As demand for wireless communication services grows, service providers are expanding associated infrastructure. Wireless communication systems can offer the functional advantages of wired communication systems without the costly and time consuming development of an extensive wired infrastructure. The relative advantages of wireless and wired communication systems with respect to cost, transmission quality, reliability and other factors depend on the specific applications for which such systems are used and the existence of a wired or wireless infrastructure already in place. The factors responsible for the market's growth, coupled with regulatory changes in the United States and abroad as well as advances in wireless communication technology, have led to significant growth in existing wireless telecommunication systems and the emergence of new wireless applications. The Company provides filtered arrays, filtered connectors, and power products to leading suppliers of communication systems. Using its solutions- oriented approach, the Company provides its original equipment manufacturer ("OEM") customers with products tailored to their specific transmission needs, anticipating and solving system architecture and performance. Approximately 49% of the Company's total revenue during fiscal year 1998 was derived from sales of its products to OEM customers in the telecommunication industry. Most of these products are custom designed not only to conform to the specifications and requirements of the particular customer, but also to meet the performance and quality standards set by the agency or other governmental body whose regulations are applicable to the specific equipment or usage involved. A significant reduction in orders from such customers would have a materially adverse effect on the Company's business. MILITARY/AEROSPACE Military forces worldwide are dependent on sophisticated electronic equipment. Military aircraft and naval vessels generally contain extensive communication equipment, electronic countermeasure equipment for defense against enemy weapons, and radar systems. The Company provides low pass filters and multisection assemblies to major equipment manufacturers for installation into these systems. The Company's customers, in turn, sell their equipment to major aerospace manufacturers or directly to governments. In fiscal year 1998, military/aerospace sales accounted for approximately 24% of the Company's total sales. The Company does not expect such sales to increase from the levels achieved in the 1998 fiscal year due to reductions in funding for new programs. While the Company has developed and will continue to develop products for military/aerospace programs, there can be no assurance that sales to such customers will not decrease in the future. PRODUCTS The Company's current product offerings are organized into four primary product families: interconnect filter products, power products, microwave products, and specialty ceramic components. INTERCONNECT FILTER PRODUCTS Control of unwanted electromagnetic waves is accomplished through various combinations of EMI suppression devices. The EMI suppression devices produced by the Company include those that are utilized as circuit components and whose function is to permit the desired frequencies to pass through a circuit while rejecting or preventing the unwanted signals. The majority of these products are composed of either reactive (reflecting energy) or loss (dissipating energy) elements or at times, combinations of the two. These products can be utilized as individual components or combined in various configurations to provide the amount of EMI control needed. The Company's interconnect products include low pass filters, filtered arrays, and filtered connectors. LOW PASS FILTERS The Company's low pass filter offerings include hermetically sealed and resin sealed/solder-in filters and capacitors. The Company's hermetically sealed filters are primarily used in military/secure communications, aerospace, rocket ignitors, power supplies, signal lines, and certain medical equipment. Resin sealed/solder-in filters are used in a wide range of products including telecommunications equipment, transceivers, and industrial control systems. FILTERED ARRAYS The Company's filtered array products include filter plate assemblies and filtered terminal blocks. Filter plates are predominantly utilized in telecommunication equipment including cellular base stations, linear power amplifiers, and cellular microcell repeaters. This product offering often provides an economical method of meeting electromagnetic compatibility (EMC) requirements. Filtered terminal blocks, which are designed with a rugged construction to protect the filtering elements, are primarily used in telecommunication equipment, industrial controls, uninterruptible power supplies, and instrumentation. FILTERED CONNECTORS The Company offers a range of custom connectors and D-Subminiature Connectors. These filtered connectors are used in numerous applications including telecommunications equipment, cellular base stations, secured communications, industrial process equipment, and certain personal computers. During the year ended November 30, 1998 approximately 70% of the Company's total revenue was generated from the sale of interconnect filter products. POWER PRODUCTS The Company's power product offerings currently include commercial custom assemblies, multisection assemblies, power entry modules, power distribution units, and intelligent power management and conditioning products. The Company's multisection products primarily serve the military/aerospace market with applications in satellite communications, electronic warfare, and ground/air weapon systems. Other power products are principally used in communications equipment, including telecommunication racks and power supplies. During the year ended November 30, 1998, approximately 25% of the Company's total revenue was generated from the sale of power products. MICROWAVE PRODUCTS The Company manufactures and sells coaxial ceramic resonators, bandpass filters, and duplexers. These products primarily serve the communications industry with applications in cellular telephones and base stations, satellite transceivers, wireless modems and LANS, and CATV. During the year ended November 30, 1998, approximately 2% of the Company's total revenue was generated from the sale of microwave products. SPECIALTY CERAMIC COMPONENTS Spectrum Control Technology, Inc., a wholly-owned subsidiary of the Company, manufactures and sells a broad range of specialty ceramic capacitors including tubular and discoidal, single-layer microwave, temperature compensating, high voltage, switch-mode, and high Q capacitors. These products are primarily used in testing and measurement instruments, high frequency power supplies, RF amplifiers, and other communications equipment. During the year ended November 30, 1998, approximately 3% of the Company's total revenue was generated from the sale of specialty ceramic components. OPERATING SEGMENTS The Company was founded as a solutions-oriented company, designing and manuacturing products to suppress or eliminate EMI. The Company has expanded its core EMI filter technology to a broad line of control products and systems. Currently, the Company has two reportable segments: interconnect products and control products. The Company's Interconnect Products Division manufactures a wide range of low pass filters, filtered arrays, and filtered connectors. The Company's Control Products Division manufactures various power products (commercial custom assemblies, multisection assemblies, power distribution units, and power entry modules) and microwave products (coaxial resonators, bandpass filters, and duplexers). Although the Company's products are utilized in numerous applications and industries, the Company's primary markets are communication equipment, military, and aerospace. The Company evaluates performance and allocates resources to its operating segments based upon numerous factors, including segment income or loss before income taxes. The accounting policies of the reportable segments are the same as those utilized in the preparation of the Company's consolidated financial statements. However, substantially all of the Company's selling expenses, general and administrative expenses, and non-operating expenses are not allocated to the Company's reportable operating segments and, accordingly, these expenses are not deducted in arriving at segment income or loss. In addition, reportable segment assets are comprised solely of property, plant, equipment, and inventories. The Company's reportable segments are operating divisions that offer different products. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes. For the years ended November 30, 1998, 1997 and 1996, reportable segment information is as follows(in thousands):
Interconnect Control 1998 Products Products Other Total Revenue from unaffiliated customers $42,025 $16,235 $1,608 $59,868 Depreciation expense 1,171 499 1,670 Segment income 16,780 3,509 20,289 Segment assets 8,419 5,715 14,134 Capital expenditures 388 1,186 1,574 Interconnect Control 1997 Products Products Other Total Revenue from unaffiliated customers $44,709 $11,168 $ 589 $56,466 Depreciation expense 1,197 296 1,493 Segment income 16,841 1,255 18,096 Segment assets 9,312 4,487 13,799 Capital expenditures 713 1,134 1,847 Interconnect Control 1996 Products Products Other Total Revenue from unaffiliated customers $49,512 $ 7,103 $ 712 $57,327 Depreciation expense 998 119 1,117 Segment income 18,245 733 18,978 Segment assets 9,413 3,770 13,183 Capital expenditures 1,089 475 1,564 Other revenue consists of sales of ceramic capacitors. The Company's ceramic operations primarily manufacture and transfer ceramic capacitors and resonators to the Company's Interconnect Products and Control Products Divisions. Accordingly, the Company considers its ceramic capacitor operations to be a functional department and not a reportable operating segment.
For the years ended November 30, 1998, 1997 and 1996, reconciliations of reportable segment information to the Company's consolidated financial statements are as follows (in thousands):
Depreciation expense 1998 1997 1996 Total depreciation expense for reportable segments $ 1,670 $ 1,493 $ 1,117 Unallocated amounts: Depreciation expense related to the Company's ceramic capacitor operations 1,545 1,375 1,185 Depreciation expense related to selling, general and administrative activities 372 419 509 Consolidated depreciation expense $ 3,587 $ 3,287 $ 2,811 Income before provision for income taxes 1998 1997 1996 Total income for reportable segments $20,289 $18,096 $18,978 Unallocated amounts: Manufacturing expense related to the Company's ceramic capacitor operations (3,613) (2,173) (3,191) Selling, general and administrative expense (10,214) (10,137) (10,317) Interest expense (228) (417) (753) Other income 85 141 20 Consolidated income before provision for income taxes $ 6,319 $ 5,510 $ 4,737 Assets 1998 1997 1996 Total assets for reportable segments $14,134 $13,799 $13,183 Unallocated amounts: Assets utilized in the Company's ceramic capacitor operations 12,805 12,097 12,059 Cash and cash equivalents 739 196 413 Accounts receivable 10,162 9,997 10,202 Other assets 6,299 3,967 4,356 Total consolidated assets $44,139 $40,056 $40,213 Captial expenditures 1998 1997 1996 Total capital expenditures for reportable segments $ 1,574 $ 1,847 $ 1,564 Capital expenditures related to the Company's ceramic capacitor operations 1,335 1,289 1,514 Other capital expenditures 384 144 746 Total consolidated capital expenditures $ 3,293 $ 3,280 $ 3,824
The Company has operations in the United States and Germany. Sales are attributed to individual countries based upon the location from which the shipment originates. The geographic distribution of sales and long-lived assets for 1998, 1997 and 1996 is as follows (in thousands):
United 1998 States Germany Total Revenue from unaffiliated customers $50,864 $9,004 $59,868 Long-lived assets: Property, plant and equipment 16,188 101 16,289 Intangible assets 2,941 -- 2,941 United 1997 States Germany Total Revenue from unaffiliated customers $48,148 $8,318 $56,466 Long-lived assets: Property, plant and equipment 15,885 94 15,979 Intangible assets 499 -- 499 United 1996 States Germany Total Revenue from unaffiliated customers $47,541 $9,786 $57,327 Long-lived assets: Property, plant and equipment 15,907 110 16,017 Intangible assets 715 -- 715
Revenue attributed to Germany primarily reflects sales to European customers. The Company expects that international sales will continue to account for a significant portion of its total sales. There can be no assurance, however, that the Company will be able to maintain or increase international demand for the Company's products or that the Company will be able to effectively meet that demand. The Company's international sales are predominantly denominated in U.S. Dollars and German Deutsche Marks. An increase in the value of these currencies relative to other foreign currencies could make the Company's products more expensive and, therefore, potentially less competitive in those markets. Additional risks inherent in the Company's international business activities include potentially adverse tax consequences, repatriation of earnings, and the burdens of complying with a variety of foreign laws. There can be no assurance that such factors will not have an adverse effect on the Company's future results of operations. In 1998, the Company's largest single customer, an original equipment manufacturer of telecommunication equipment, represented 11% of total consolidated net sales. Sales to this major customer principally consisted of control products. In 1997 and 1996, the Company's largest single customer represented 9% and 12%, respectively, of total consolidated net sales. Sales to this customer principally consisted of interconnect products. PRODUCTION The Company substantially relies on its internal manufacturing capabilities for production of its control products and systems. The Company's Ceramic Components Division in New Orleans, Louisiana, designs and manufactures various ceramic components including tubular capacitors, discoidal capacitors, and resonators. The tubular and discoidal capacitors are primarily utilized in the manufacture of electronic filter products at the Company's Interconnect Products Division in Fairview, Pennsylvania. Coaxial ceramic dielectric resonators are principally used in the manufacture of bandpass filters and duplexers at the Company's Control Products Division in Erie, Pennsylvania. Although the Company produces a standardized line of products for sale from inventory or through distributors, most orders require relatively short production runs of custom designed components. The Company purchases brass bushings, castings, miniature metal stampings, as well as other hardware used in the assembly and production of its products. These items are available from numerous sources. The principal raw materials used by the Company in the manufacture of ceramic capacitors and resonators are barium titanate ceramic, silver, palladium, and platinum. Precious metals are available from many sources; however, their prices may be subject to significant fluctuations and such fluctuations may have a material and adverse affect on the Company's operating results. The Company's customers demand a high level of quality. As a result, the Company maintains an extensive quality control system designed to meet the requirements of sophisticated defense and commercial communications products. The Company has been approved by defense customers under the requirements of the U.S. military quality system, which approval is also often accepted by commercial customers. In addition, the Company's Interconnect Products Division, Control Products Division, and Ceramic Components Division have achieved and maintain ISO 9001 certification. In recent years, a majority of the Company's capital investment has been expended to establish new production lines, increase capacity, and improve manufacturing processes. There can be no assurance that the Company can continue to make such investments in a timely manner so as to take advantage of market demand. SALES AND DISTRIBUTION The Company sells its products primarily through manufacturers' representatives, managed by the Company's internal sales force, and distribution. Prior to fiscal 1997, the Company principally maintained representatives in the United States, Canada, Israel, and Europe. In 1997 and 1998, the Company expanded its sales organization to include manufacturers' representatives in Mexico, Brazil, Australia, and much of Asia. In fiscal 1998, approximately 16% of the Company's consolidated sales was through distribution. Domestic distribution is done through various national and regional distributors. International distribution is done through the Company's wholly- owned German subsidiary, Spectrum Control GmbH. During fiscal year 1998, the Company sold its products to approximately 1,000 accounts. Sales of products to the Company's top ten customers represented 42% ($24.9 million) of total consolidated net sales in 1998. The Company's largest single customer, an original equipment manufacturer of telecommunications equipment, represented 11% in 1998, 9% in 1997, and 12% in 1996 of total consolidated net sales. The Company's second largest single customer represented 6% of total consolidated net sales in 1998, 7% in 1997, and 8% in 1996. All of the Company's major customers are unaffiliated with Spectrum Control, Inc. and its subsidiaries. Shipments are made by common carrier. Since most of the Company's products are either small or miniaturized and light weight, shipping charges do not affect the Company's ability to compete for business domestically or abroad. No material portion of the Company's business is subject to renegotiation of profits or termination of contracts or sub-contracts at the election of the U.S. Government. BACKLOG The Company's backlog, which consists of purchase orders by customers, totaled approximately $22.8 million at November 30, 1998 and $21.0 million at November 30, 1997. It is anticipated that approximately 90% of the Company's backlog as of November 30, 1998 will be shipped within one year. Annual requirement contracts are taken into backlog only to the extent that orders are actually released thereunder. Although the terms and conditions contained in the Company's quotation forms place certain restrictions on a customer's right to cancel, purchase orders generally provide for cancellation. In practice, the Company negotiates each cancellation and schedule change based on the cost it has incurred prior to such occurrence. The Company expects to continually reduce its average lead time (the length of time from the receipt of a customer order to shipment of finished product to the customer). As a result, the Company's backlog may decrease in the future due to reduced lead times. EMPLOYEES As of November 30, 1998, the Company had a total of 792 employees, including 45 in sales, marketing and customer support; 70 in engineering and product development; 635 in manufacturing; and 42 in finance and administration. The Company's future success depends in significant part upon the continued service of its key technical and senior management personnel and its continued ability to attract and retain highly qualified technical and managerial personnel. Competition for such personnel is intense, and there can be no assurance that the Company can retain its key managerial and technical employees or that it can attract, assimilate, or retain other highly qualified technical and managerial personnel in the future. None of the Company's employees is represented by a labor union. The Company has not experienced any work stoppages and considers its relations with its employees to be good. PROPRIETARY RIGHTS In connection with the manufacture and sale of control products and systems, the Company owns several United States and foreign patents and has certain patents pending. None of these patents and patent applications are critical to the Company's business. The Company's policy is to file patent applications to protect technology, inventions and improvements that are important to its business. There can be no assurance that patents will issue from any of the Company's pending applications or that any claims allowed from existing or pending patents will be sufficiently broad to protect the Company's technology. While the Company intends to protect its intellectual property rights vigorously, there can be no assurance that any patents held by the Company will not be challenged, invalidated or circumvented, or the rights granted thereunder will provide competitive advantages to the Company. The Company holds nineteen (19) United States patents and forty-five (45) foreign patents relating to polymer multilayer technology. The Company has entered into several agreements regarding licensing the technology covered by these patents. However, it is not known what commercial value, if any, these patents and related licenses may have. GOVERNMENT REGULATIONS The Company's products are incorporated into communications systems which are subject to various FCC regulations. Regulatory changes, including changes in the allocation of available frequency spectrum, could significantly impact the Company's operations by restricting development efforts by the Company's customers, obsoleting current products or increasing the opportunity for additional competition. Changes in, or the failure by the Company to comply with, applicable domestic and international regulations could have an adverse effect on the Company's business, operating results and financial condition. In addition, the increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products and services, generally following extensive investigation of and deliberation over competing technologies. The delays inherent in this government approval process may cause the cancellation, postponement or rescheduling of the installation of communications systems by the Company's customers, which in turn may have a material adverse effect on the sale of products by the Company to such customers. In order to qualify as an approved supplier of EMI/EMC products for use in equipment purchased by the military services or aerospace programs, the Company is required to meet the applicable portions of the quality specifications and performance standards designed by the Air Force, the Army, and the Navy. The Company's products must also conform to the specifications of the Defense Electronic Supply Center for replacement parts supplied to the military. To the extent required, the Company meets or exceeds all of these specifications. The Company is subject to numerous federal, state and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety, and health. Compliance with applicable environmental regulations has not significantly changed the Company's competitive position, capital spending, or earnings in the past and the Company does not presently anticipate that compliance with such regulations will change its competitive position, capital spending, or earnings for the foreseeable future. The Company continuously monitors regulatory matters and believes that it is currently in compliance in all material respects with applicable environmental laws and regulations. COMPETITION The markets for the Company's products are intensely competitive and are characterized by price erosion, technological change, and product obsolescence. Among the Company's principal competitors are: AMP, AVX, Amphenol, Tusonix, and Trans-Tech. Many of the Company's current and potential competitors have significantly greater financial, technical, manufacturing, and marketing resources than the Company. These competitors may be able to engage in sustained price reductions in the Company's primary markets to gain market share. Furthermore, the Company currently supplies control products and systems to large OEM customers that are continuously evaluating whether to manufacture their own products and systems or purchase them from outside sources. The Company believes that its ability to compete in its current markets depends on factors both within and outside the Company's control, including the timing and success of new product introductions by the Company and its competitors, availability of ceramic and assembly manufacturing capability, the Company's ability to support decreases in selling price through operating cost reductions, adequate sources of raw materials, product quality, and general economic conditions. There can be no assurance that the Company will be able to compete successfully in the future. RESEARCH AND DEVELOPMENT The Company's research and development efforts are focused on expanding the Company's materials technology, improving existing product offerings, developing new product offerings, and designing specialized production equipment to improve manufacturing efficiencies. As of November 30, 1998, the Company employed 70 individuals in engineering and product development. In addition to their design and development activities, the engineering staff participates with the Company's marketing department in proposal preparation and applications support for customers. Research and development expense amounted to $961,000 in 1998, $807,000 in 1997, and $821,000 in 1996. OTHER MATTERS The business of the Company is not subject to any significant seasonal fluctuations. The Company does not believe that it has any special practices or special conditions affecting working capital items that are significant for an understanding of its business. ITEM 2. PROPERTIES The Company's principal manufacturing and office facilities as of November 30, 1998 are as follows:
PRINCIPAL BALANCE OUTSTANDING APPROXIMATE AT 11/30/98 SQUARE FEET ON RELATED LOCATION FUNCTION OF FLOOR AREA OWNERSHIP MORTGAGE 8061 Avonia Road Manufacturing, 38,000 Owned $ 124,000 Fairview, PA EMI Testing 6000 West Ridge Road Manufacturing, 41,000 Owned $ 6,000 Erie, PA Corporate Offices 4100 Michoud Blvd. Manufacturing 100,000 Owned $2,100,000 New Orleans, LA 3004 Hwy. 51N Manufacturing 40,000 Rented N/A Wesson, MS
(1) In addition to the above mortgages, the Company's domestic properties are encumbered in connection with the collateralization of certain short-term and long-term bank indebtedness. (2) In 1999, the Company expects to construct a 10,000 square foot corporate office building in Fairview, PA. The Company's other office and manufacturing space is considered adequate for its existing requirements and its projected business needs. (3) In addition to the facilities described above, the Company leases certain sales office and warehousing space. ITEM 3. LEGAL PROCEEDINGS The Company is not currently involved in any litigation of a material nature. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the quarter ended November 30, 1998. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is traded on the NASDAQ Stock Market under the symbol SPEC. The high and low sales prices for the Common Stock for each quarter during fiscal years 1998 and 1997 are set forth below. High Low Fiscal 1998 First quarter $ 5.75 $ 4.88 Second quarter 7.16 5.06 Third quarter 6.38 4.44 Fourth quarter 4.63 3.75 High Low Fiscal 1997 First quarter $ 4.13 $ 3.00 Second quarter 4.00 3.13 Third quarter 5.00 3.81 Fourth quarter 6.00 4.63 At February 1, 1999, the Company had 10,887,008 shares of Common Stock outstanding, which were held by approximately 2,300 registered stockholders. In recent years, the Company has not paid cash dividends on its Common Stock. While subject to periodic review, the current policy of the Board of Directors is to retain all earnings to provide funds for the continued growth of the Company. ITEM 6. SELECTED FINANCIAL DATA
Years Ended November 30 (Dollar Amounts in Thousands Except Per Share Data) 1998 1997 1996 1995 1994 Operating Data Net sales $59,868 $56,466 $57,327 $49,297 $43,659 Income before accounting change 3,934 3,974 3,418 2,984 2,055 Accounting change (1) - - - - 1,845 Net income 3,934 3,974 3,418 2,984 3,900 Earnings per common share: Basic: Income before accounting change 0.36 0.37 0.32 0.28 0.19 Accounting change - - - - 0.18 Net income 0.36 0.37 0.32 0.28 0.37 Diluted: Income before accounting change 0.36 0.37 0.32 0.28 0.19 Accounting change - - - - 0.18 Net income 0.36 0.37 0.32 0.28 0.37 Dividends per share - - - - - Financial Position Working capital $18,619 $16,881 $12,534 $ 9,967 $ 8,251 Total assets 44,139 40,056 40,213 39,498 38,095 Long-term debt 2,500 3,330 4,072 6,569 8,275 Stockholders' equity 33,774 29,545 25,379 21,781 18,583
(1) In 1994, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The cumulative effect, through November 30, 1993, of this change in accounting amounted to $1,845,000 or $0.18 per share. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations General Spectrum Control, Inc. and its subsidiaries (the "Company") design, manufacture and market a broad line of control products and systems. The Company was founded as a solutions-oriented company, designing and manufacturing products to suppress or eliminate electromagnetic interference ("EMI"). The Company has expanded its core EMI filter technology into a complete line of interconnect filter products (discrete filters, filtered arrays, and filtered connectors). In recent years, the Company broadened its focus by developing new lines of power products (commercial custom assemblies, military/aerospace multisection assemblies, power entry modules, and power line filters), microwave products (coaxial ceramic bandpass filters, duplexers, and dielectric resonators), and specialty ceramic products. The Company's products are used in virtually all industries worldwide, including telecommunications, aerospace, military, medical, computer and industrial controls. Forward-Looking Information Management's Discussion and Analysis of Financial Condition and Results of Operations includes certain forward-looking statements which reflect management's current views with respect to future operating performance, ongoing cash requirements, and the Year 2000 Issue. The words "believe", "expect", "anticipate" and similar expressions identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from historical results or those anticipated. Factors that could cause or contribute to such differences include those discussed in "Risk Factors That May Affect Future Results", as well as those discussed elsewhere herein. Readers are cautioned not to place undue reliance on these forward-looking statements. Results of Operations The following table sets forth certain financial data, as a percentage of net sales, for the years ended November 30, 1998, 1997 and 1996:
1998 1997 1996 Net sales 100.0% 100.0% 100.0% Cost of products sold 69.5% 69.2% 68.5% Gross margin 30.5% 30.8% 31.5% Selling, general and administrative expense 19.7% 20.6% 22.0% Income from operations 10.8% 10.2% 9.5% Other income (expense) Interest expense (0.4)% (0.7)% (1.3)% Other income and expense, net 0.2% 0.2% 0.1% Income before provision for income taxes 10.6% 9.7% 8.3% Provision for income taxes 4.0% 2.7% 2.3% Net income 6.6% 7.0% 6.0%
1998 Compared to 1997 Net Sales Consolidated 1998 net sales increased by $3.4 million or 6.0% from 1997. The increase in sales primarily reflects additional shipment volume of the Company's commercial custom assemblies which consist of telecommunication racks, power supplies, industrial controls, and other value-added assemblies. Sales of these power products increased by $4.7 million in 1998. In addition, sales of ceramic capacitors increased $1.0 million in 1998. Shipments of the Company's interconnect filter products decreased by $2.7 million during the year. The decrease primarily reflects weak overall market demand in the passive electronic components industry and sharp inventory reductions by original equipment manufacturers and distributors. Average selling prices declined slightly during the year as a result of competitive and market pressures. Overall demand for the Company's products increased during the year with total customer orders of $61.9 million received in 1998, an increase of 1.6% from 1997. Gross Margin As a percentage of sales, gross margin declined slightly during the period, amounting to 30.5% in 1998 and 30.8% in 1997. The decrease in gross margin percentage principally reflects changes in sales mix among the Company's four major product families: interconnect filter products, power products, microwave products, and specialty ceramic components. As a result of additional sales volume, gross margin increased to $18.3 million in 1998, compared to $17.4 million in 1997. Selling, General and Administrative Expense As a result of greater sales volume, selling expense increased during the period, amounting to $6.8 million in 1998 and $6.5 million in 1997. General and administrative expense was approximately $5.0 million or 8.4% of sales in 1998, compared to $5.1 million or 9.2% of sales in 1997. The decrease in general and administrative expense primarily reflects lower personnel costs and reduced discretionary spending. Other Income and Expense Interest expense decreased by $189,000 in 1998, with interest expense amounting to $228,000 in 1998 and $417,000 in 1997. The decrease in interest expense primarily reflects reduced bank indebtedness. In 1998, the Company repaid $743,000 of long-term debt. In addition, weighted average short-term bank borrowings were limited to $28,000 in 1998, compared to $982,000 in 1997. Average interest rates declined slightly during the period. The Company's German subsidiary transacts business with certain customers and vendors in currencies other than the Deutsche Mark. As a result, the Company recognizes gains and losses on foreign currency transactions. The Company incurred net losses of $40,000 in 1998 and net gains of $12,000 in 1997 on these foreign currency transactions. The Company recognized $125,000 in 1998 and $137,000 in 1997 from certain short-term investments and patent licensing fees. Income Taxes The Company's effective income tax rate was 37.7% in 1998 and 27.9% in 1997, compared to an applicable statutory income tax rate of approximately 40.0%. In 1998, the difference between the effective tax rate and statutory tax rate primarily arises from state tax provisions and foreign income tax rates. In 1997, the difference in the effective tax rate and statutory tax rate reflects a $1.2 million decrease in the deferred tax asset valuation allowance, principally related to certain German net operating loss carryforwards. At November 30, 1998, the Company had recorded certain deferred tax assets, primarily related to U.S. and German net operating loss carryforwards. Based upon the earnings history of the Company's U.S. and German operations, management believes that it is more likely than not that these deferred tax assets will be realized during the carryforward period to offset future taxable income from ordinary and recurring operations. 1997 Compared to 1996 Net Sales Consolidated 1997 net sales decreased by $861,000 or 1.5% from 1996. The decrease in sales primarily reflects reduced shipment volume of EMI filtered arrays used by customers in telecommunications equipment, cellular base stations, and power amplifiers. Overall demand for the Company's products remained strong, however, with total customer orders of $60.9 million received in 1997, an increase of 7.8% from 1996. Gross Margin Gross margin was $17.4 million or 30.8% of sales in 1997 compared $18.1 million or 31.5% of sales in 1996. In addition to reduced sales volume, the decrease in gross margin primarily reflects changes in sales mix and the related impact of fixed manufacturing overhead and lower production requirements at the Company's ceramic components division in New Orleans, Louisiana. Selling, General and Administrative Expense Selling expense remained relatively constant in 1997, with total selling expense of $6.5 million in 1997 and $6.6 million in 1996. General and administrative expense decreased during the year, amounting to $5.1 million or 9.2% of sales in 1997 and $6.0 million or 10.5% of sales in 1996. The decrease in general and administrative expense primarily reflects reduced expenses associated with the implementation of the Company's Rapid Response Program. Although Rapid Response continues to be implemented throughout the Company, the expenses associated with the program were principally incurred during 1996 in the form of consulting fees and employee education. Management believes that the full implementation of Rapid Response will significantly reduce manufacturing lead times, improve inventory turnover rates, and provide greater responsiveness to customers. Other Income and Expense Interest expense decreased by $336,000, from $753,000 in 1996 to $417,000 in 1997. The decrease in interest expense reflects the Company's repayment of $5.6 million of bank indebtedness in 1997. The Company's average short-term interest rates were 8.3% in 1997 and 7.5% in 1996. As previously indicated, the Company's German subsidiary transacts business with certain customers and vendors in currencies other than the Deutsche Mark. As a result, the Company incurred net gains of $12,000 in 1997 and $38,000 in 1996 on these foreign currency transactions. In 1997, the Company recognized $106,000 of other income from certain patent licensing activities. Income Taxes The Company's effective income tax rate was 27.9% in 1997 and 27.8% in 1996, compared to an applicable statutory income tax rate of approximately 40.0%. Differences in the effective tax rate and statutory tax rate primarily reflect decreases in the deferred tax asset valuation allowance of $1.2 million in 1997 and $987,000 in 1996 relating to certain German net operating loss carryforwards. Risk Factors That May Affect Future Results The Company's results of operations may be affected in the future by a variety of factors including: competitive pricing pressures, new product offerings by the Company and its competitors, new technologies, product cost changes, changes in the overall economic climate, availability of raw materials, and product mix. In 1998, approximately 49.0% of the Company's sales were to customers in the telecommunication industry. Accordingly, any significant change in the telecommunication industry's activity level would have a direct impact on the Company's performance. Liquidity, Capital Resources and Financial Condition The Company has a $6.0 million line of credit with PNC Bank of Erie, Pennsylvania (the "Bank"). The revolving credit line is collateralized by substantially all of the Company's tangible and intangible property, with interest rates on borrowings at or below the Bank's prevailing prime rate. At November 30, 1998, there were no borrowings outstanding under this financing arrangement. The current line of credit agreement expires April 30, 2000. The Company's wholly-owned foreign subsidiary maintains unsecured Deutsche Mark lines of credit with several German financial institutions aggregating $1.8 million (3.0 million DM). At November 30, 1998, outstanding borrowings under these lines of credit amounted to $336,000 (554,000 DM). Borrowings under the lines of credit bear interest at rates below the prevailing prime rate and are payable upon demand. The Company's liquidity continued to improve in 1998. At November 30, 1998, the Company had net working capital of $18.6 million, compared to $16.9 million at November 30, 1997 and $12.5 million at November 30, 1996. The Company's current ratio also improved in 1998, with current assets at 4.23 times current liabilities at November 30, 1998, compared to 3.83 at November 30, 1997 and 2.20 at November 30, 1996. The Company's cash expenditures for property, plant and equipment amounted to $3.3 million in 1998, $3.3 million in 1997, and $3.8 million in 1996. These capital expenditures primarily related to manufacturing capacity expansion and establishing manufacturing capability for new product lines. At November 30, 1998, the Company had not entered into any material commitments for capital expenditures. Income taxes paid during the fiscal years ended November 30, 1998, 1997 and 1996 amounted to $1.5 million, $854,000, and $1.2 million, respectively. Management expects cash outlays for income taxes to be less than income tax expense for the next three fiscal years. In September 1998, the Company instituted a stock repurchase program. Under the program, the Company may repurchase up to $4.0 million of the Company's Common Stock. The shares will be purchased in the open market and the cost of the program will be financed out of available cash reserves and borrowings under the Company's revolving line of credit facility. The amount and timing of the shares to be repurchased will be based on management's ongoing assessment of the Company's capital structure, liquidity, and the market price of the Company's stock. During 1998, 70,000 shares were repurchased by the Company at an aggregate cost of $294,000. Current financial resources, including working capital and existing lines of credit, and anticipated funds from operations are expected to be sufficient to meet cash requirements throughout 1999. These cash requirements include scheduled long-term debt repayment, planned capital expenditures, and possible stock repurchases. There can be no assurance, however, that unplanned capital replacement or other future events will not require the Company to seek additional debt or equity financing and, if so required, that it will be available on terms acceptable to the Company. In 1998, the Company acquired substantially all of the assets of Republic Electronics Corp., a manufacturer of subminiature ceramic capacitors, and Potter Production Corporation, a manufacturer of electronic filters and power products. The aggregate cash purchase price of the acquired assets amounted to $4.1 million. In 1998, the Company's operating cash flow remained strong. During the year ended November 30, 1998, net cash generated from operations amounted to $8.3 million and proceeds realized upon the exercise of employee stock options amounted to $414,000. This cash flow was utilized for capital additions of $3.3 million and debt repayment of $743,000, as well as the aggregate cash purchase price of the acquired businesses described above. As a result of increased profitability and lower working capital requirements, net cash from operations increased significantly in 1997. Net cash provided by operations amounted to $8.5 million in 1997, compared to $5.0 million in 1996. With the cash generated from operations in 1997, the Company repaid $5.6 million of bank indebtedness and invested $3.3 million in capital equipment and improvements. In addition to generating $5.0 million of net cash from operations in 1996, the Company realized cash proceeds of $1.7 million on the sale of certain land and building in Schwabach, Germany. This positive cash flow was utilized for capital additions of $3.8 million and repayment of $2.8 million of bank indebtedness. As indicated above, the Company continued to reduce its bank indebtedness in 1998. The Company's total borrowed funds were $3.7 million at November 30, 1998, $4.1 million at November 30, 1997, and $9.7 million at November 30, 1996. The Company increased stockholders' equity by $4.2 million in 1998, primarily through earnings. Accordingly, the Company's debt to equity ratio continued to improve in 1998. Total liabilities to net worth was 0.31 at November 30, 1998, 0.36 at November 30, 1997, and 0.58 at November 30, 1996. Environmental Matters The Company is subject to various laws and governmental regulations concerning environmental matters and employee health and safety. U.S. federal environmental legislation having particular impact on the Company includes the Toxic Substances Control Act; the Resource Conservation and Recovery Act; the Clean Water Act; and the Safe Drinking Water Act. The Company is also subject to the Occupational Safety and Health Administration ("OSHA") concerning employee safety and health matters. The United States Environmental Protection Agency ("EPA"), OSHA, and other federal agencies have the authority to promulgate regulations that have an impact on the Company's operations. In addition to these federal activities, various states have been delegated certain authority under the aforementioned federal statutes. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. State and federal authorities may seek fines and penalties for violation of these laws and regulations. As part of its continuing environmental program, the Company has been able to comply with such environmental regulations without any materially adverse effect on its business. The Company is not currently involved in any legal proceedings involving environmental matters. Impact of Inflation In recent years, inflation has not had a significant impact on the Company's operations. However, the Company continuously monitors operating price increases, particularly in connection with the supply of precious metals used in the Company's manufacturing of certain ceramic capacitors. To the extent permitted by competition, the Company passes increased costs on to its customers by increasing sales price over time. Sales increases reported in the accompanying financial statements, however, have substantially arisen from increased sales volume, not increases in selling prices. Impact of Year 2000 Issue The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. As a result, any of the Company's computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including among other things, a temporary inability to process transactions, prepare invoices, or engage in similar normal business activities. The Company has completed an assessment and determined that it will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. The Company presently believes that with modifications and replacement of existing software, the Year 2000 Issue can be mitigated. However, if such modifications and replacements are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Company. The Company's plan to resolve the Year 2000 Issue involves four phases: assessment, remediation, testing, and implementation. To date, the Company has fully completed its assessment of all material systems that could be affected by the Year 2000 Issue. The completed assessment indicated that most of the Company's significant information technology systems could be affected. The assessment also indicated that software used in certain manufacturing equipment (hereafter also referred to as operating equipment) is also at risk. If not resolved on a timely basis, these systems could hamper the Company's ability to manufacture and ship product from which the Company derives a significant portion of its revenues. For its information technology exposures, to date, the Company is 90% complete on the remediation phase for all material systems and expects to complete software reprogramming and replacement no later than January 1999. After completing the reprogramming and replacement of software, the Company's plans call for testing and implementing its information technology systems. To date, the Company has completed 70% of its testing and has implemented 70% of its remediated systems. Completion of the testing phase is expected by February 1999, with all remediated systems fully implemented by March 1999. With respect to operating equipment, the Company is 90% complete in the remediation phase of the resolution process. Testing of this equipment is currently 70% complete. Once testing is complete, the operating equipment will be ready for immediate use. The Company expects to complete its remediation efforts by January 1999. Testing and implementation of affected equipment is expected to be completed by March 1999. The Company has queried its important suppliers and vendors to assess their Year 2000 readiness. To date, the Company is not aware of any problems that would materially impact results of operations, liquidity, or capital resources. However, the Company has no means of ensuring that these suppliers and vendors will be Year 2000 ready. The inability of those parties to complete their Year 2000 resolution process could materially impact the Company. The Company will utilize both internal and external resources to reprogram, or replace, test, and implement the software and operating equipment for Year 2000 modifications. Management anticipates that its total Year 2000 project costs will not be material. The Company's plans to complete Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources and other factors. Estimates on the status of completion and the expected completion dates are based on hours expended to date compared to total expected hours. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those plans. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel training in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. Other Matters In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and for Hedging Activities" ("SFAS No. 133"). SFAS No. 133 provides a comprehensive and consistent standard for the recognition and measurement of derivatives and hedging activities. SFAS No 133 is effective for fiscal years beginning after June 15, 1999, with earlier application permitted. Effective January 1, 1999, the European Monetary Union ("EMU") will create a single currency (the "Euro") for its member countries and the exchange rates of the participating currencies will be fixed against the Euro. The EMU has established a three year transition period from January 1, 1999 to December 31, 2001, for the introduction of the Euro. The Company does not expect the adoption of SFAS No. 133 or the introduction of the Euro to have a material impact on the Company's financial position or results of operations. On February 1, 1999, the Company announced the signing of a letter of intent to acquire substantially all of the assets of the Signal Conditioning Products Division of AMP Incorporated ("SCPD"). Under the proposed agreement, the Company would purchase SCPD's ceramic filter manufacturing technology and related product lines, as well as certain product lines related to capacitive film and EMI gaskets. SCPD sales of these product offerings amounted to approximately $30.0 million in 1998. The Company has secured a commitment letter from its principal lending institution to substantially finance the transaction. Consummation of the proposed acquisition is subject to many factors including execution of a definitive asset purchase agreement, results of due diligence, and completion of financing. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following consolidated financial statements of Spectrum Control, Inc. and subsidiaries are included herein: Page Number Report of Independent Auditors Consolidated Balance Sheets as of November 30, 1998 and 1997 Consolidated Statements of Income for the years ended November 30, 1998, 1997 and 1996 Consolidated Statements of Stockholders' Equity for the years ended November 30, 1998, 1997 and 1996 Consolidated Statements of Cash Flows for the years ended November 30, 1998, 1997 and 1996 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholders Spectrum Control, Inc. We have audited the accompanying consolidated balance sheets of Spectrum Control, Inc. and subsidiaries as of November 30, 1998 and 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended November 30, 1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Spectrum Control, Inc. and subsidiaries as of November 30, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended November 30, 1998, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Pittsburgh, Pennsylvania January 6, 1999 SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS NOVEMBER 30, 1998 AND 1997 (Dollar Amounts in Thousands)
1998 1997 ASSETS Current assets Cash and cash equivalents $ 739 $ 196 Accounts receivable, less allowances of $406 in 1998 and $409 in 1997 10,162 9,997 Inventories (Note 3) 12,885 12,110 Deferred income taxes (Note 10) 409 360 Prepaid expenses and other current assets 184 174 Total current assets 24,379 22,837 Property, plant and equipment, net (Note 4) 16,289 15,979 Other assets (Note 5) 3,471 1,240 Total assets $ 44,139 $ 40,056 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt (Note 6) $ 336 $ 40 Accounts payable 2,719 3,302 Accrued salaries and wages 1,438 1,311 Accrued interest 63 45 Accrued federal and state income taxes 93 289 Accrued other expenses 281 226 Current portion of long-term debt (Note 7) 830 743 Total current liabilities 5,760 5,956 Long-term debt (Note 7) 2,500 3,330 Deferred income taxes (Note 10) 2,105 1,225 Stockholders' equity Common stock, no par value, authorized 25,000,000 shares, issued 10,957,008 shares in 1998 and 10,838,345 in 1997 14,470 13,977 Retained earnings 19,798 15,864 Treasury stock, 70,000 shares in 1998,at cost (Note 8) (294) - 33,974 29,841 Accumulated other comprehensive income Foreign currency translation adjustment (200) (296) Total stockholders' equity 33,774 29,545 Total liabilities and stockholders' equity $ 44,139 $ 40,056 The accompanying notes are an integral part of the consolidated financial statements.
SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996 (Dollar Amounts in Thousands Except Per Share Data)
1998 1997 1996 Net sales $ 59,868 $ 56,466 $ 57,327 Cost of products sold 41,584 39,045 39,251 Gross margin 18,284 17,421 18,076 Selling, general and administrative expense 11,822 11,635 12,606 Income from operations 6,462 5,786 5,470 Other income (expense) Interest expense (228) (417) (753) Other income and expense, net (Note 9) 85 141 20 (143) (276) (733) Income before provision for income taxes 6,319 5,510 4,737 Provision for income taxes (Note 10) 2,385 1,536 1,319 Net income $ 3,934 $ 3,974 $ 3,418 Earnings per common share (Note 11): Basic $ 0.36 $ 0.37 $ 0.32 Diluted $ 0.36 $ 0.37 $ 0.32 The accompanying notes are an integral part of the consolidated financial statements.
SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996 (Dollar Amounts in Thousands)
Accumulated Total Other Stock- Common Retained Treasury Comprehensive Holders' Stock Earnings Stock Income Equity Balance-November 30, 1995 $13,493 $ 8,472 $ - $ (184) $21,781 Net income - 3,418 - - 3,418 Foreign currency translation adjustment - - - (82) (82) Comprehensive income - - - - 3,336 Issuance of 138,834 shares of common stock 154 - - - 154 Tax benefits from exercise of stock options 108 - - - 108 Balance-November 30, 1996 13,755 11,890 - (266) 25,379 Net income - 3,974 - - 3,974 Foreign currency translation adjustment - - - (30) (30) Comprehensive income - - - - 3,944 Issuance of 84,998 shares of common stock 300 - - - 300 Purchase and retirement of 20,886 shares of common stock (103) - - - (103) Tax benefits from exercise of stock options 25 - - - 25 Balance-November 30, 1997 13,977 15,864 - (296) 29,545 Net income - 3,934 - - 3,934 Foreign currency translation adjustment - - - 96 96 Comprehensive income - - - - 4,030 Issuance of 118,663 shares of common stock 414 - - - 414 Purchase of 70,000 shares of common stock - - (294) - (294) Tax benefits from exercise of stock options 79 - - - 79 Balance-November 30, 1998 14,470 19,798 (294) (200) 33,774 The accompanying notes are an integral part of the consolidated financial statements.
SPECTRUM CONTROL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996 (Dollar Amounts in Thousands)
1998 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,934 $ 3,974 $ 3,418 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,587 3,287 2,811 Amortization 135 219 508 Deferred income taxes 1,014 376 402 Tax benefits from exercise of stock options 79 25 108 Loss on sale of property, plant and equipment - 8 18 Changes in assets and liabilities: Accounts receivable (85) (67) (969) Inventories 181 (188) (833) Prepaid expenses and other assets 24 431 (121) Accounts payable and accrued expenses (595) 441 (344) Net cash provided by operating activities 8,274 8,506 4,998 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of property, plant and equipment - 10 1,665 Purchase of property, plant and equipment (3,293) (3,280) (3,824) Payment for acquired businesses (4,077) - - Net cash used in investing activities (7,370) (3,270) (2,159) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings(repayment) of short-term debt 282 (3,232) (912) Repayment of long-term debt (743) (2,391) (1,845) Purchase of common stock (294) - - Net proceeds from issuance of common stock 414 196 154 Net cash used in financing activities (341) (5,427) (2,603) Effect of exchange rate changes on cash (20) (26) (25) Net increase (decrease) in cash and cash equivalents 543 (217) 211 Cash and cash equivalents, beginning of year 196 413 202 Cash and cash equivalents, end of year $ 739 $ 196 $ 413 Cash paid during the year for: Interest $ 210 $ 420 $ 756 Income taxes 1,466 854 1,197 The accompanying notes are an integral part of the consolidated financial statements.
SPECTRUM CONTROL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Spectrum Control, Inc. and its subsidiaries (the "Company"). The fiscal year of the Company's foreign subsidiary, Spectrum Control GmbH, ends October 31 to facilitate timely reporting. All significant intercompany accounts are eliminated upon consolidation. Cash Equivalents The Company considers all highly liquid money market instruments with original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The interest rates on substantially all of the Company's bank borrowings are adjusted regularly to reflect current market rates. Accordingly, the carrying amounts of the Company's short-term and long-term borrowings also approximate fair value. The Company utilizes letters of credit to collateralize certain long-term borrowings. The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the marketplace. Inventories Inventories are valued at the lower of cost or market, with cost for raw materials, work-in-process and finished goods at standard cost, which approximates the first-in, first-out basis. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the assets using the straight-line method. Expenditures for maintenance and repairs are charged against earnings in the year incurred; major replacements, renewals and betterments are capitalized and depreciated over their estimated useful lives. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts and any gain or loss is reflected in earnings. Intangibles and Other Assets Goodwill, representing the excess of cost over the fair value of net tangible and identifiable intangible assets of acquired businesses, is stated at cost and amortized to expense on a straight-line basis over a period of 20 years. Patents and patent rights are amortized to expense on a straight- line basis over periods not exceeding 17 years. The carrying value of intangible assets is periodically reviewed by the Company and impairments are recognized when the expected future operating cash flows derived from such intangible assets is less than their carrying value. No impairment losses have been recognized in any of the periods presented herein. Debt issuance costs are amortized to expense on a straight-line basis over the term of the related indebtedness. Income Taxes The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Foreign Currency Translation The assets and liabilities of the foreign subsidiary are translated into U.S. dollars at current exchange rates. Revenue and expense accounts of these operations are translated at average exchange rates prevailing during the year. These translation adjustments are accumulated in a separate component of stockholders' equity. Foreign currency transaction gains and losses are included in determining net income for the year in which the exchange rate changes. Revenue Recognition Product sales are recorded at the time of shipment. Service revenues are recorded when the related services are performed. Advertising and Promotion Advertising and promotion costs are expensed as incurred. Advertising and promotion expense amounted to $633,000 in 1998, $574,000 in 1997, and $486,000 in 1996. Research and Development Research and development costs are expensed as incurred. Research and development expense amounted to $961,000 in 1998, $807,000 in 1997, and $821,000 in 1996. Stock-Based Compensation Stock options granted by the Company are accounted for in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). In accordance with APB 25, no stock-based compensation expense has been recognized in the accompanying financial statements, since the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of option grant. Comprehensive Income During the year ended November 30, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130") issued by the Financial Accounting Standards Board. SFAS No. 130 establishes new rules for the reporting and display of comprehensive income and its components. The adoption of the new rules, however, does not impact the Company's net income or stockholders' equity. The new standard requires the Company's foreign currency translation adjustments, which prior to adoption were reported separately in stockholders' equity, to be included in other comprehensive income. Prior year financial statements have been reclassified to conform to the requirements of SFAS No. 130. Operating Segments Effective November 30, 1998, the Company adopted Statement of Financial Accounting Standards No.131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131") issued by the Financial Accounting Standards Board ("FASB"). SFAS No. 131, which supersedes FASB Statement No. 14, "Financial Reporting for Segments of a Business Enterprise", requires public business enterprises to report certain information about operating segments in annual and interim financial statements. In addition, SFAS No. 131 establishes standards for related disclosures about products and services, geographic areas, and major customers. The adoption of SFAS No. 131 does not affect the Company's reported results of operations or financial position, but does affect the disclosure of segment information presented elsewhere herein. Earnings Per Common Share During the year ended November 30, 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 requires, among other things, dual presentation of basic and diluted earnings per share on the face of the income statement. Under the new standard, basic earnings per share is computed using only the weighted average number of common shares outstanding during the period, while diluted earnings per share is computed assuming the conversion of all dilutive common stock equivalents, such as stock options. In accordance with SFAS No. 128, prior year per share amounts have been revised to reflect the new computation and presentation. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Acquisitions On April 22, 1998, the Company acquired substantially all of the assets of Republic Electronics Corp., a manufacturer of subminiature ceramic capacitors used in telecommunications and microwave (high frequency applications. The aggregate purchase price of the acquired assets amounted to $1,159,000, excluding possible future contingent payments. The amount of the contingent payments will be determined based upon the sales of the acquired product lines during the two years subsequent to the acquisition date. On September 21, 1998, the Company acquired substantially all of the assets of Potter Production Corporation, a manufacturer of electronic filters and power products used in various communication, industrial control, and medical equipment. The aggregate purchase price of the acquired assets amounted to $2,918,000, excluding possible future contingent payments. The amount of the contingent payments will be determined based upon the Company's sales of power products during the three years subsequent to the acquisition date. In connection with this acquisition, the Company also issued warrants to purchase 100,000 shares of the Company's Common Stock at an exercise price of $6.25 per share. The warrants are immediately exercisable and expire on September 21, 2002. At November 30, 1998, all warrants remained outstanding. These acquisitions were funded through available cash reserves. The aggregate purchase price of each acquisition has been allocated to the acquired assets based upon their respective fair market values. The excess of the aggregate purchase prices over the fair value of net assets acquired (goodwill) amounted to $2,577,000 and is being amortized ratably over a period of 20 years. The amount of contingent payments, if any, will be allocated to goodwill and amortized ratably over the assets remaining life when the contingent payments are determinable. Each of the above acquisitions was accounted for as a purchase and, accordingly, the results of operations of the acquired businesses have been included in the accompanying financial statements since their respective acquisition date. The following unaudited pro forma consolidated results of operations have been prepared as if the acquisitions had occurred as of the beginning of fiscal year 1997 (in thousands, except per share data): 1998 1997 Net sales $ 67,295 $ 65,763 Net income 3,935 3,893 Earnings per common share: Basic 0.36 0.36 Diluted 0.36 0.36 The above amounts are based upon certain assumptions and estimates, and do not reflect any benefits from economies which might be achieved from combined operations. The pro forma results do not necessarily represent results which would have occurred if the acquisitions had taken place on the basis assumed above, nor are they necessarily indicative of the results of future combined operations. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Inventories Inventories by major classification are as follows: November 30 1998 1997 (in thousands) Finished goods $ 2,581 $ 2,159 Work-in-process 5,070 5,364 Raw materials 5,234 4,587 $ 12,885 $ 12,110 4. Property, Plant and Equipment Property, plant and equipment consist of the following: November 30 1998 1997 (in thousands) Land and improvements $ 1,164 $ 1,161 Buildings and improvements 9,409 8,701 Machinery and equipment 21,976 22,996 Construction in progress 371 478 32,920 33,336 Less accumulated depreciation 16,631 17,357 $ 16,289 $ 15,979 5. Other Assets Other assets consist of the following: November 30 1998 1997 (in thousands) Goodwill $ 2,577 $ - Patents and patent rights 466 540 Debt issuance costs 356 384 3,399 924 Less accumulated amortization 458 425 2,941 499 Deferred income taxes 383 566 Deferred charges 147 175 $ 3,471 $ 1,240 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Short-Term Debt Short-term debt consists of the following: November 30 1998 1997 (in thousands) Notes payable - domestic line of credit (1) $ - $ - Notes payable - foreign lines of credit (2) 336 40 Total $ 336 $ 40 (1) The Company has a $6,000,000 line of credit with its principal lending institution (the "Bank"). During 1998, there were no borrowings under the line of credit. During 1997, weighted average borrowings under the revolving credit line amounted to $883,000, with average interest rates of 8.30%, and maximum month-end borrowings of $1,896,000. The revolving credit line is collateralized by substantially all of the Company's tangible and intangible property, with interest rates on borrowings at or below the Bank's prevailing prime rate. The line of credit agreement is subject to biannual renegotiation and renewal. (2) The Company's wholly-owned foreign subsidiary maintains unsecured Deutsche Mark lines of credit with German financial institutions aggregating $1,818,000 (3,000,000 DM) at November 30, 1998 and $1,161,000 (2,000,000 DM) at November 30, 1997. Weighted average borrowings under the lines of credit amounted to $28,000 (46,000 DM) in 1998 and $99,000 (172,000 DM) in 1997, with average interest rates of 6.00% in 1998 and 7.12% in 1997. The maximum amount of borrowings under the lines of credit at the end of any month was $336,000 (554,000 DM) in 1998 and $320,000 (551,000 DM) in 1997. Borrowings bear interest at rates below the prevailing prime rate and are payable upon demand. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Long-Term Debt Long-term debt consists of the following: November 30 1998 1997 (in thousands) Industrial development authority notes at variable interest rate (3.40% at November 30, 1998 and 4.00% at November 30, 1997) (1) $ 2,100 $ 2,300 Industrial development authority notes at variable interest rate (3.81% at November 30, 1998 and 4.23% at November 30, 1997)(2) 1,100 1,500 Industrial development authority notes and related bank mortgage notes at interest rates ranging from 4.00% to 7.75%, collateralized by certain land and buildings, and requiring monthly principal and interest payments of $13,000 through the year 1999 130 273 Total 3,330 4,073 Less current portion 830 743 Long-term debt $ 2,500 $ 3,330 (1) The industrial development authority notes are collateralized by certain land, building and equipment and an irrevocable letter of credit issued by the Company, through its principal lending institution. The notes bear interest at approximately 50% of the prevailing prime rate and require annual principal payments ranging from $200,000 to $300,000 through the year 2007. (2) The industrial development authority notes are collateralized by an irrevocable letter of credit issued by the Company, through its principal lending institution. The notes bear interest at approximately 50% of the prevailing prime rate and require annual principal payments of $400,000 through the year 2000 with a final principal payment of $300,000 due in the year 2001. Each of the above irrevocable letters of credit is collateralized by substantially all of the Company's tangible and intangible assets. The aggregate maturities of all long-term debt during each of the five years ending November 30, 2003, are $830,000, $600,000, $500,000, $300,000, and $200,000, respectively. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Treasury Stock On September 30, 1998, the Board of Directors authorized the Company to repurchase up to $4,000,000 of the Company's Common Stock at market prices. The amount and timing of the shares to be repurchased will be at the discretion of management. At November 30, 1998, the Company had repurchased 70,000 shares at an aggregate cost of $294,000. 9. Other Income and Expense Other income and expense consist of the following (in thousands): 1998 1997 1996 Investment income $ 117 $ 31 $ - Gain (loss) on foreign currency transactions (40) 12 38 Patent licensing fees 8 106 - Loss on sale of property, plant and equipment - (8) (18) $ 85 $ 141 $ 20 10. Income Taxes For the years ended November 30, 1998, 1997 and 1996, income before income taxes consists of the following (in thousands): 1998 1997 1996 U.S. operations $ 5,884 $ 4,583 $ 3,605 Foreign operations 435 927 1,132 $ 6,319 $ 5,510 $ 4,737 For the years ended November 30, 1998, 1997 and 1996, the provision for income taxes consists of the following (in thousands): 1998 1997 1996 Current Federal $ 1,146 $ 1,055 $ 806 State 225 105 111 Deferred 1,014 376 402 $ 2,385 $ 1,536 $ 1,319 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The difference between the provision for income taxes and the amount computed by applying the U.S. federal income tax rate in effect for the years ended November 30, 1998, 1997 and 1996 consists of the following (in thousands): 1998 1997 1996 Statutory federal income tax $ 2,148 $ 1,873 $ 1,611 State income taxes, net of federal tax benefit 148 69 73 Subpart F income, U.S. property investment - 258 166 Foreign tax rates 70 148 181 Decrease in deferred tax asset valuation allowance (62) (1,194) (987) Other items 81 382 275 $ 2,385 $ 1,536 $ 1,319 Significant components of the Company's net deferred tax assets and liabilities are as follows (in thousands): November 30 Deferred tax assets: 1998 1997 Net operating loss carryforwards $ 574 $ 868 Amortization of intangible assets 512 574 Investment in subsidiaries 399 544 Accrued compensation 237 219 Property, plant and equipment 116 116 Allowance for doubtful accounts 103 103 Inventory valuation 68 63 Tax credit carryforwards 42 638 Other 10 10 Sub-total 2,061 3,135 Valuation allowance (principally related to certain net operating loss carryforwards) - 62 Deferred tax assets 2,061 3,073 Deferred tax liabilities: Depreciation of plant and equipment 2,336 2,431 Investment in subsidiaries 1,034 941 Other 4 - Deferred tax liabilities 3,374 3,372 Net deferred tax assets (liabilities) $(1,313) $ (299) November 30 1998 1997 (in thousands) Net deferred tax assets Current $ 409 $ 360 Noncurrent 383 566 Net deferred tax liabilities Noncurrent (2,105) (1,225) $(1,313) $ (299) The Company has not recorded deferred income taxes on the undistributed earnings of its foreign subsidiary because of management's intent to indefinitely reinvest such earnings. At November 30, 1998, the undistributed earnings of the foreign subsidiary amounted to $2,372,000 (3,914,000 DM). Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to U.S. income taxes and foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these earnings. During the years ended November 30, 1998, 1997 and 1996, the decrease in valuation allowance for deferred tax assets principally related to the utilization of certain foreign net operating loss carryforwards and changes in the expected future realization of remaining foreign loss carryforwards. At November 30, 1998, the Company's foreign subsidiary had approximately $765,000 (1,263,000 DM) of tax net operating loss carryforwards available to be carried forward indefinitely. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per common share: 1998 1997 1996 Numerator for basic and diluted earnings per common share (in thousands): Net income $ 3,934 $ 3,974 $ 3,418 Denominator for basic earnings per common share (in thousands): Weighted average shares outstanding 10,907 10,798 10,731 Denominator for diluted earnings per common share (in thousands): Weighted average shares outstanding 10,907 10,798 10,731 Effect of dilutive stock options 109 71 45 11,016 10,869 10,776 Earnings per common share: Basic $ 0.36 $ 0.37 $ 0.32 Diluted $ 0.36 $ 0.37 $ 0.32 Options to purchase 143,500 shares of Common Stock at prices ranging from $ 4.25 to $6.00 per share were outstanding during 1998 but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the Company's Common Stock and, therefore, would be antidilutive. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12. Common Stock Options The Company has several plans which provide for granting to officers, directors, key employees and advisors options to purchase shares of the Company's Common Stock. Under the plans, option prices are not less than the market price of the Company's Common Stock on the date of the grant. The options become exercisable at varying dates and generally expire five years from the date of grant. At November 30, 1998, options to purchase 1,123,587 shares of Common Stock were available for grant under the Company's stock option plans. A summary of the Company's stock option activity for the years ended November 30, 1998, 1997 and 1996 is as follows:
Number of Shares Option Price Under Weighted Option Per Share Average Aggregate Outstanding - November 30, 1995 414,101 $0.88-4.25 $2.59 $1,072,000 Granted during the year 141,500 3.00-3.50 3.11 440,000 Exercised during the year (138,834) 0.88-2.50 1.11 (154,000) Forfeitures and expirations (54,100) 0.88-3.25 3.23 (175,000) Outstanding - November 30, 1996 362,667 1.88-4.25 3.26 1,183,000 Granted during the year 155,000 3.06-3.50 3.18 493,000 Exercised during the year (84,998) 1.88-4.25 3.52 (300,000) Forfeitures and expirations (42,001) 1.88-3.06 2.85 (119,000) Outstanding - November 30, 1997 390,668 1.88-4.25 3.22 1,257,000 Granted during the year 137,500 5.88-6.00 5.91 813,000 Exercised during the year (118,663) 1.88-4.25 3.49 (414,000) Forfeitures and expirations (4,000) 1.88-3.06 2.77 (11,000) Outstanding - November 30, 1998 405,505 $1.88-6.00 $4.06 $1,645,000 Exercisable November 30, 1998 44,497 $1.88-4.25 $3.10 $138,000 November 30, 1997 80,163 $1.88-4.25 $3.66 $293,000 November 30, 1996 62,996 $3.75-4.25 $4.08 $257,000
During the years ended November 30, 1998, 1997 and 1996, the weighted average fair value of options granted amounted to $2.45, $0.97, and $0.95 per share, respectively. At November 30, 1998, the weighted average remaining contractual life of outstanding options was 3.9 years. The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related Interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") requires use of option valuation models that were not developed for use in valuing employee stock options. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Pro forma information regarding net income and earnings per share, required by SFAS No. 123, has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value for options granted was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for 1998, 1997, and 1996, respectively: risk-free interest rate of 5.50%, 6.00%, and 6.00%; volatility factor of the expected market price of the Company's Common Stock of 0.37, 0.30, and 0.30; dividend yield of 0.00%, 2.00%, and 2.00%; and a weighted average expected option life of five years. For purposes of pro forma disclosures, the estimated fair value of options is amortized to expense over the options' vesting period. For the years ended November 30, 1998, 1997 and 1996, the Company's reported and pro forma net income and earnings per share are as follows (in thousands, except per share data): 1998 1997 1996 As reported: Net income $ 3,934 $ 3,974 $ 3,418 Earnings per common share: Basic 0.36 0.37 0.32 Diluted 0.36 0.37 0.32 Pro forma: Net income 3,837 3,935 3,396 Earnings per common share: Basic 0.35 0.37 0.32 Diluted 0.35 0.37 0.32 13. Employee Savings Plan The Company has a savings plan, available to substantially all employees, which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. The Company matches employee contributions up to a maximum of 2.5% of compensation and may, at its discretion, make additional contributions to the plan. The Company's contribution to the plan was $190,000 in 1998, $180,000 in 1997, and $182,000 in 1996. 14. Concentration of Credit Risk Financial instruments which potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents and trade receivables. The Company invests available cash in money market securities of high credit quality financial institutions. At November 30, 1998 and 1997, approximately 49% and 34%, respectively, of the Company's accounts receivable were from customers in the telecommunication industry. To reduce credit risk, the Company performs periodic credit evaluations of its customers, but does not generally require advance payments or collateral. Credit losses to customers operating in the telecommunication industry have not been material. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15. OPERATING SEGMENTS The Company was founded as a solutions-oriented company, designing and manuacturing products to suppress or eliminate EMI. The Company has expanded its core EMI filter technology to a broad line of control products and systems. Currently, the Company has two reportable segments: interconnect products and control products. The Company's Interconnect Products Division manufactures a wide range of low pass filters, filtered arrays, and filtered connectors. The Company's Control Products Division manufactures various power products (commercial custom assemblies, multisection assemblies, power distribution units, and power entry modules) and microwave products (coaxial resonators, bandpass filters, and duplexers). Although the Company's products are utilized in numerous applications and industries, the Company's primary markets are communication equipment, military, and aerospace. The Company evaluates performance and allocates resources to its operating segments based upon numerous factors, including segment income or loss before income taxes. The accounting policies of the reportable segments are the same as those utilized in the preparation of the Company's consolidated financial statements. However, substantially all of the Company's selling expenses, general and administrative expenses, and non-operating expenses are not allocated to the Company's reportable operating segments and, accordingly, these expenses are not deducted in arriving at segment income or loss. In addition, reportable segment assets are comprised solely of property, plant, equipment, and inventories. The Company's reportable segments are operating divisions that offer different products. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes. For the years ended November 30, 1998, 1997 and 1996, reportable segment information is as follows(in thousands):
Interconnect Control 1998 Products Products Other Total Revenue from unaffiliated customers $42,025 $16,235 $1,608 $59,868 Depreciation expense 1,171 499 1,670 Segment income 16,780 3,509 20,289 Segment assets 8,419 5,715 14,134 Capital expenditures 388 1,186 1,574
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Interconnect Control 1997 Products Products Other Total Revenue from unaffiliated customers $44,709 $11,168 $ 589 $55,466 Depreciation expense 1,197 296 1,493 Segment income 16,841 1,255 18,096 Segment assets 9,312 4,487 13,799 Capital expenditures 713 1,134 1,847 Interconnect Control 1996 Products Products Other Total Revenue from unaffiliated customers $49,512 $ 7,103 $ 712 $57,327 Depreciation expense 998 119 1,117 Segment income 18,245 733 18,978 Segment assets 9,413 3,770 13,183 Capital expenditures 1,089 475 1,564 Other revenue consists of sales of ceramic capacitors. The Company's ceramic operations primarily manufacture and transfer ceramic capacitors and resonators to the Company's Interconnect Products and Control Products Divisions. Accordingly, the Company considers its ceramic capacitor operations to be a functional department and not a reportable operating segment.
For the years ended November 30, 1998, 1997 and 1996, reconciliations of reportable segment information to the Company's consolidated financial statements are as follows (in thousands):
Depreciation expense 1998 1997 1996 Total depreciation expense for reportable segments $ 1,670 $ 1,493 $ 1,117 Unallocated amounts: Depreciation expense related to the Company's ceramic capacitor operations 1,545 1,375 1,185 Depreciation expense related to selling, general and administrative activities 372 419 509 Consolidated depreciation expense $ 3,587 $ 3,287 $ 2,811
Income before provision for income taxes 1998 1997 1996 Total income for reportable segments $20,289 $18,096 $18,978 Unallocated amounts: Manufacturing expense related to the Company's ceramic capacitor operations (3,613) (2,173) (3,191) Selling, general and administrative expense (10,214) (10,137) (10,317) Interest expense (228) (417) (753) Other income 85 141 20 Consolidated income before provision for income taxes $6,319 $5,510 $4,737
Assets 1998 1997 1996 Total assets for reportable segments $14,134 $13,799 $13,183 Unallocated amounts: Assets utilized in the Company's ceramic capacitor operations 12,805 12,097 12,059 Cash and cash equivalents 739 196 413 Accounts receivable 10,162 9,997 10,202 Other assets 6,299 3,967 4,356 Total consolidated assets $44,139 $40,056 $40,213 Captial expenditures 1998 1997 1996 Total capital expenditures for reportable segments $1,574 $1,847 $1,564 Capital expenditures related to the Company's ceramic capacitor operations 1,335 1,289 1,514 Other capital expenditures 384 144 746 Total consolidated capital expenditures $3,293 $3,280 $3,824
The Company has operations in the United States and Germany. Sales are attributed to individual countries based upon the location from which the shipment originates. The geographic distribution of sales and long-lived assets for 1998, 1997 and 1996 is as follows (in thousands):
United 1998 States Germany Total Revenue from unaffiliated customers $50,864 $9,004 $59,868 Long-lived assets: Property, plant and equipment 16,188 101 16,289 Intangible assets 2,941 -- 2,941 United 1997 States Germany Total Revenue from unaffiliated customers $48,148 $8,318 $56,466 Long-lived assets: Property, plant and equipment 15,885 94 15,979 Intangible assets 499 -- 499 United 1996 States Germany Total Revenue from unaffiliated customers $47,541 $9,786 $57,327 Long-lived assets: Property, plant and equipment 15,907 110 16,017 Intangible assets 715 -- 715
In 1998, the Company's largest single customer, an original equipment manufacturer of telecommunication equipment, represented 11% of total consolidated net sales. Sales to this major customer principally consisted of control products. In 1997 and 1996, the Company's largest single customer represented 9% and 12%, respectively, of total consolidated net sales. Sales to this customer principally consisted of interconnect products. 16. Quarterly Financial Data (Unaudited)
Year Ended November 30, 1998 First Second Third Fourth (in thousands, except per share data) Net sales $ 14,641 $ 15,190 $ 14,023 $ 16,014 Gross margin 4,419 4,741 4,232 4,892 Net income 956 1,059 915 1,004 Earnings per common share: Basic 0.09 0.10 0.08 0.09 Diluted 0.09 0.10 0.08 0.09 Year Ended November 30, 1997 First Second Third Fourth (in thousands, except per share data) Net sales $ 12,712 $ 14,376 $ 13,969 $ 15,409 Gross margin 3,714 4,399 4,439 4,869 Net income 654 939 1,059 1,322 Earnings per common share: Basic 0.06 0.09 0.10 0.12 Diluted 0.06 0.09 0.10 0.12 1997 earnings per share amounts have been restated to comply with Statement of Financial Accounting Standards No. 128, "Earnings Per Share".
17. Operating Leases The Company has entered into several operating lease agreements, primarily relating to sales office facilities and computer equipment. These leases are noncancelable and expire on various dates through 2006. Leases that expire generally are expected to be renewed or replaced by other leases. Future minimum rental payments for succeeding years under all operating leases are as follows (in thousands): 1999 $ 158 2000 77 2001 67 2002 66 2003 66 Later years 165 $ 599 Total rent expense under all operating leases amounted to $644,000 in 1998, $517,000 in 1997, and $397,000 in 1996. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information set forth under "Election of Directors" and "Directors of the Company" on pages 3 and 4 of the registrant's Proxy Statement for the annual meeting of shareholders to be held April 5, 1999 (the "Proxy Statement") is incorporated herein by reference. The following information is provided with respect to the executive officers of the Company: Name of Officer Age Position John P. Freeman 44 Vice President, Chief Financial Officer Joseph J. Gaynor 48 Vice President, General Manager of Spectrum Control Technology, Inc. Robert J. McKenna 45 Vice President Resource Development James A. Siegel 57 Treasurer Robert L. Smith 60 Vice President Quality and Technology Richard A. Southworth 56 President, Chief Executive Officer James F. Toohey 64 Secretary Brian F. Ward 39 Vice President Sales and Marketing Mr. Freeman is a graduate of Gannon University in Accounting and is a Certified Public Accountant and Certified Management Accountant. He joined the Company in 1988 as Controller. Prior to that time, he was a principal in a public accounting firm. In January 1990, he was named Vice President and Chief Financial Officer. Mr. Gaynor is a graduate of the Georgia Institute of Technology with a bachelors degree in Mechanical Engineering. He joined the Company in 1991 as Vice President and General Manager of Spectrum Control Technology, Inc. Mr. Gaynor's prior work experience includes various engineering and manufacturing positions in specialty glass and electronic components. Mr. McKenna is a graduate of Gannon University in General Science. He was elected an officer of the Company in 1997 as Vice President Resource Development. Prior to joining the Company in 1991, Mr. McKenna held management positions with Advanced Cast Products and Johnson Controls. Mr. Siegel is a graduate of Gannon University in Accounting. He joined the Company as Corporate Controller in 1974, was appointed Assistant Treasurer in 1975, and Treasurer in 1984. Mr. Smith is a graduate of Cleveland Institute of Electronics and is a certified National Association of Radio and Telecommunications Engineer. He joined the Company in 1978 as Manager of EMC testing services and was named Vice President Quality and Technology in 1997. Prior to joining the Company, Mr. Smith was Product Engineering Manager of Erie Technological Products. Mr. Southworth is a graduate of Gannon University in Mechanical Engineering and Mathematics. He joined the Company in 1991 as Vice President and General Manager. Prior to joining the Company, Mr. Southworth held executive positions with National Water Specialties, Philips Components, Murata Electronics North America, and Erie Technological Products. In 1997, Mr. Southworth was named President and Chief Executive Officer. Mr. Toohey is a graduate of Gannon University and Dickinson School of Law and is a practicing member of the Erie County Bar Association. He is a member of the law firm of Quinn, Buseck, Leemhuis, Toohey & Kroto, Inc., general counsel to the Company, and has been a Director and Secretary of the Company since its organization. Mr. Ward is a Marketing graduate of Franklin Pearce College of Business. He joined the Company in 1994 as Director of Marketing and in 1997 was named Vice President Sales and Marketing. Prior to joining the Company, Mr. Ward held managerial positions in Engineering and Marketing with Clarostat Manufacturing Co. and Oak Grigsby, Inc. All executive officers are elected by the Board of Directors and serve at the discretion of the Board. ITEM 11. EXECUTIVE COMPENSATION The information set forth under "Executive Compensation" on pages 6 through 11 of the Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under "Securities Ownership" on pages 5 and 6 of the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under "Certain Relationships and Related Transactions" on page 6 of the Proxy Statement is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Schedules (1) Financial Statements - The following consolidated financial statements of Spectrum Control, Inc. and subsidiaries are included in Part II, Item 8: Page No. Report of Independent Auditors Consolidated Balance Sheets as of November 30, 1998 and 1997 Consolidated Statements of Income for the Years Ended November 30, 1998, 1997 and 1996 Consolidated Statements of Stockholders' Equity for the Years Ended November 30, 1998, 1997 and 1996 Consolidated Statements of Cash Flows for the Years Ended November 30, 1998, 1997 and 1996 Notes to Consolidated Financial Statements (2) Financial Statement Schedules - The following financial statement schedule is submitted herewith for the periods indicated therein. Schedule II - Valuation and Qualifying Accounts All other schedules are not submitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto. Columns omitted from the schedule filed have been omitted because the information is not applicable. (3) Exhibits - The following is the index to exhibits for Spectrum Control, Inc. and subsidiaries. Description of Exhibit Page No. Articles of Incorporation of registrant, as amended, previously filed on February 25, 1981, as Exhibit 3.1 to Form S-1 registration and incorporated herein by reference By-laws of registrant, as amended, previously filed on February 25, 1981, as Exhibit 3.2 to Form S-1 registration and incorporated herein by reference Stock Option Plan of 1995, previously filed under Form S-8 on January 22, 1996, and incorporated herein by reference (10.1) Non-Employee Directors' Stock Option Plan, previously filed under Form S-8 on July 16, 1996, and incorporated herein by reference (10.2) Subsidiaries of the registrant (21) Consent of Independent Auditors(23) (b) Reports on Form 8-K None SPECTRUM CONTROL, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended November 30, 1998 (Dollar Amounts in Thousands)
Column A Column B Column C Column D Column E Additions Balance At Charged to Balance Beginning Costs and at End Description of Year Expenses Deductions of Year Year ended November 30, 1996 Allowance for doubtful accts. $ 306 $ 163 $ 91(1) $ 378 Valuation allowance for deferred tax assets 2,243 - 987(2) 1,256 $2,549 $ 163 $ 1,078 $ 1,634 Year ended November 30, 1997 Allowance for doubtful accts. $ 378 $ 128 $ 97(1) $ 409 Valuation allowance for deferred tax assets 1,256 - 1,194(2) 62 $1,634 $ 128 $ 1,291 $ 471 Year ended November 30, 1998 Allowance for doubtful accts. $ 409 $ 101 $ 104(1) $ 406 Valuation allowance for deferred tax assets 62 - 62(2) - $ 471 $ 101 $ 166 $ 406 (1) Uncollectible accounts written off, net of recoveries. (2) Decrease in valuation allowance, principally related to tax loss carryforwards of the Company's foreign subsidiary.
Exhibit 21 SUBSIDIARIES OF THE REGISTRANT (1) Spectrum Control, Inc. 100% - Owned Subsidiary Incorporated in the State of Delaware Investment Company (2) Spectrum Engineering International, Inc. 100% - Owned Subsidiary Incorporated in the State of Delaware Interest Charge Domestic International Sales Corporation (3) Spectrum Control Technology, Inc. 100% - Owned Subsidiary Incorporated in the State of Delaware Operating Company (4) Spectrum Polytronics, Inc. 96% - Owned Subsidiary Incorporated in the Commonwealth of Pennsylvania Former Operating Company (5) Spectrum Control GmbH 100% - Owned Subsidiary Incorporated in Germany Operating Company Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 dated May 11, 1987 pertaining to the Spectrum Control, Inc. Non-Qualified Stock Option Plan of 1987, the Registration Statement on Form S-8 dated January 22, 1996 pertaining to the Spectrum Control, Inc. Stock Option Plan of 1995, and the Registration Statement on Form S-8 dated July 16, 1996 pertaining to the Spectrum Control, Inc. 1996 Non-Employee Directors' Stock Option Plan, of our report dated January 6, 1999, with respect to the consolidated financial statements and schedule included in this Form 10-K of Spectrum Control, Inc. ERNST & YOUNG LLP Pittsburgh, Pennsylvania February 23, 1999 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Spectrum Control, Inc. By: /s/Richard A. Southworth February 26, 1999 Richard A. Southworth President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/Edwin R. Bindseil Director February 26, 1999 /s/John P. Freeman Director, February 26, 1999 Chief Financial Officer, and Principal Accounting Officer /s/Melvin Kutchin Director February 26, 1999 /s/John M. Petersen Director February 26, 1999 /s/Gerald A. Ryan Director February 26, 1999 /s/James F. Toohey Director February 26, 1999 EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SPECTRUM CONTROL, INC. CONSOLIDATED BALANCE SHEET AT NOVEMBER 30, 1998 AND CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED NOVEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO ITS FORM 10-K FOR THE YEAR ENDED NOVEMBER 30, 1998 0000092769 SPECTRUM CONTROL, INC. 1000 12-MOS NOV-30-1998 NOV-30-1998 739 0 10568 406 12885 24379 32920 16631 44139 5760 2500 0 0 14470 19304 44139 59868 59868 41584 41584 0 0 228 6319 2385 3934 0 0 0 3934 0.36 0.36
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