-----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, TaUr7ZNj9I4igxdXJaDmZYXcOuyn8bRaH6y4ebCd6PIbn4Bs8Yfltfa5Hkkw4bJl gcRiSN5kT0ER7hQK/792mQ== 0000009342-96-000011.txt : 19960514 0000009342-96-000011.hdr.sgml : 19960514 ACCESSION NUMBER: 0000009342-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960330 FILED AS OF DATE: 19960513 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDOR ELECTRIC CO CENTRAL INDEX KEY: 0000009342 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 430168840 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07284 FILM NUMBER: 96561730 BUSINESS ADDRESS: STREET 1: 5711 R S BOREHAM JR ST STREET 2: P O BOX 2400 CITY: FORT SMITH STATE: AR ZIP: 72902-2400 BUSINESS PHONE: 5016464711 10-Q 1 BALDOR'S 1ST QTR 1996 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------------- FORM 10-Q ------------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 1996 --------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period -------------------- Commission File Number 1-7284 ------ BALDOR ELECTRIC COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) Missouri 43-0168840 - -------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5711 R.S. Boreham, Jr Street, Fort Smith, Arkansas 72901 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) (501) 646-4711 ---------------------------------------------------- (Registrant's Telephone Number, including Area Code) 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 ------- ------- At March 30, 1996, there were 26,018,021 shares of the registrant's common stock outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- BALDOR ELECTRIC COMPANY AND AFFILIATES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) THREE MONTHS ENDED March 30, April 1, 1996 1995 -------------------- (In thousands, except share data) Net sales $121,553 $114,585 Other income (net) 735 528 -------- -------- $122,288 $115,113 Cost and expenses: Cost of goods sold 85,742 81,027 Selling and administrative 20,592 19,444 Profit sharing 1,795 1,754 Interest 620 318 -------- -------- 108,749 102,543 -------- -------- Earnings before income taxes 13,539 12,570 Income taxes 5,212 4,899 -------- -------- Net earnings $ 8,327 $ 7,671 ======== ======== Net earnings per common share $0.30 $0.26 ===== ===== Dividends paid per common share $0.09 $0.08 ===== ====== Weighted average common shares outstanding 27,869,647 28,689,293 ========== ========== See notes to unaudited condensed consolidated financial statements. BALDOR ELECTRIC COMPANY AND AFFILIATES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 30, DECEMBER 30, 1996 1995 --------- ----------- ASSETS (In thousands) CURRENT ASSETS: Cash and cash equivalents $ 17,262 $ 6,322 Marketable securities 22,292 28,487 Receivables, less allowances of $2,900,000 and $2,800,000, respectively 81,132 77,768 Inventories: Finished products 65,930 61,681 Work-in-process 12,929 11,978 Raw materials 36,950 36,972 ------- ------- 115,809 110,631 LIFO valuation adjustment (deduction) (27,048) (26,942) -------- -------- 88,761 83,689 Other current and deferred tax assets 12,368 15,829 -------- -------- TOTAL CURRENT ASSETS 221,815 212,095 OTHER ASSETS 12,671 12,296 PROPERTY, PLANT AND EQUIPMENT 184,944 182,214 Allowances for depreciation and amortization (deduction) (96,886) (93,143) -------- -------- 88,058 89,071 -------- -------- $322,544 $313,462 ======== ======== See notes to unaudited condensed consolidated financial statements. BALDOR ELECTRIC COMPANY AND AFFILIATES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 30, DECEMBER 30, 1996 1995 --------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands) CURRENT LIABILITIES: Accounts payable $ 22,572 $ 18,996 Employee compensation 7,194 5,110 Profit sharing 1,795 7,168 Anticipated warranty costs 4,200 4,100 Accrued insurance obligations 13,218 12,627 Other accrued expenses 13,539 16,080 Income taxes 5,055 1,967 Current maturities of long-term obligations 977 978 --------- --------- TOTAL CURRENT LIABILITIES 68,550 67,026 LONG-TERM OBLIGATIONS 63,227 25,255 DEFERRED INCOME TAXES 9,694 9,804 SHAREHOLDERS' EQUITY: Common stock 2,830 2,817 Additional capital 33,324 32,476 Retained earnings 188,353 182,354 Cumulative translation adjustments 910 1,246 Treasury stock, at cost (44,344) (7,516) -------- -------- TOTAL SHAREHOLDERS' EQUITY 181,073 211,377 -------- -------- $322,544 $313,462 ======== ======== See notes to unaudited condensed consolidated financial statements. BALDOR ELECTRIC COMPANY AND AFFILIATES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED --------------------- March 30, April 1, 1996 1995 -------- ------- (In thousands) Operating activities: Net earnings $ 8,327 $ 7,671 Depreciation and amortization 4,043 3,388 Deferred income taxes (698) (751) Changes in operating assets and liabilities: Receivables (3,464) (2,601) Inventories (5,072) (9,269) Other current assets 4,048 1,986 Accounts payable 3,576 1,714 Accrued expenses and other liabilities (5,139) (3,003) Income taxes 3,088 4,520 Other (net) (517) 1,825 ------- -------- Net cash provided by operating activities 8,192 5,480 Investing activities: Additions to property, plant and equipment (3,030) (4,574) Sales of available-for-sale securities 19,000 6,921 Purchases of available-for-sale securities (12,805) (18,217) ------- -------- Net cash provided by (used in) investing activities 3,165 (15,870) Financing activities: Additional long-term borrowings 38,000 Reduction of long-term obligations (29) (18) Unexpended debt proceeds (93) 4,711 Dividends paid (2,328) (2,202) Stock option plans 601 297 Common stock repurchased (40,110) Contributions to benefit plans 3,542 ------- ------- Net cash provided by (used in) financing activities (417) 2,788 ------- ------- Net increase (decrease) in cash and cash equivalents 10,940 (7,602) Beginning cash and cash equivalents 6,322 8,848 ------- ------- Ending cash and cash equivalents $17,262 $ 1,246 ======= ======= See notes to unaudited condensed consolidated financial statements. BALDOR ELECTRIC COMPANY AND AFFILIATES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 30, 1996 BASIS OF PRESENTATION: The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 30, 1995. In the opinion of management, all adjustments (consisting only of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 30, 1996, may not be indicative of the results that may be expected for the fiscal year ending December 28, 1996. RECLASSIFICATION: The Company has reclassified the presentation of certain prior year information to be consistent with the presentation in the current year. PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations --------------------- RESULTS OF OPERATIONS For the seventeenth consecutive quarter, sales and earnings set records. Sales for the first quarter of 1996 were $121,553,000, up 6.1% over sales of $114,585,000 for the first quarter of 1995. International sales (exports and sales by foreign affiliates), which comprise 13.7% of total first quarter sales, were up 16.9% over the same period last year. Sales growth was broad-based with solid growth across many product lines, industries, and geographic regions. Both distributor and OEM sales increased for the quarter. For the first quarter of 1996 sales of drives (motors + controls) increased at over three times the overall rate of sales. Pricing for first quarter 1996 increased over first quarter 1995 levels by over 3%. First quarter 1996 net earnings of $8,327,000 were up 8.6% over first quarter 1995 net earnings of $7,671,000. For the quarter, margins have benefitted from flattening material costs and the effects of productivity and other cost improvements. The first quarter 1996 gross margin was 29.5% compared to 29.3% for the first quarter of 1995. Increases in raw material costs since the first quarter of 1995 have been offset by increases in selling prices since the first quarter of 1995. First quarter 1996 selling and administrative expenses of 16.9% remained flat with the second, third and fourth quarters of 1995 and were down from 17.0% in the first quarter of 1995. LIQUIDITY AND CAPITAL RESOURCES Through the first three months of 1996, the Company's financial position remained strong with cash and marketable securities at $39.6 million. Working capital increased to $153.3 million at March 30, 1996, from $145.1 million at December 30, 1995. The ratio of long-term borrowing to total capitalization (shareholders' equity and long-term borrowings) was 25.9% at March 30, 1996, compared to 10.7% at December 30, 1995. This increase was due to the mid-term debt used to fund the repurchase of 2,000,000 common shares from the estate of Mr. G. A. Schock. The current ratio at March 30, 1996 was 3.2 compared to 3.2 at December 30, 1995. At its meeting on May 4, 1996, the Board of Directors declared an 11% increase in the regular quarterly cash dividend to $0.10 per share payable on June 28, 1996 to shareholders of record on June 7, 1996. Item 2. Changes in Securities - ------ --------------------- At its February 5, 1996 meeting, the Board of Directors updated the Shareholder Rights Plan as discussed under Item 6(b). PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- a. Exhibits - See the Exhibit Index. b. The registrant filed a Form 8-K on March 22, 1996 which disclosed the changes, as outlined below, to the Company's Rights Agreement dated May 6, 1988. At a meeting held on February 5, 1996, the Board of Directors of Baldor Electric Company approved Amendment No. 1 to the Rights Agreement dated May 6, 1988 between the Company and Wachovia Bank of North Carolina, N.A. as Rights Agent. The Amendment changed certain provisions of the Rights Agreement such that (i) the expiration date was changed from May 25, 1998 to May 25, 2008; (ii) the Purchase Price was changed from $75.00 to $120.00; and (iii) the Company no longer needed to reserve any Common Stock for issuance pursuant to the Rights Agreement until the Rights become exercisable. All of these changes were to be effective as of February 5, 1996. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. S I G N A T U R E S ------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BALDOR ELECTRIC COMPANY (Registrant) May 13, 1996 By: /s/ Lloyd G. Davis - --------------------- ----------------------------- (Date) Lloyd G. Davis - Chief Financial Officer and Vice-President - Finance (on behalf of the Registrant and as principal financial officer) EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibits Number - -------- -------------------------------------------------------- 2 Omitted - Inapplicable 3(i) Omitted - Inapplicable 3(ii) Omitted - Inapplicable 4 Omitted - Inapplicable 10 Omitted - Inapplicable 11 Computation of Earnings Per Common Share - filed herewith 12 Omitted - Inapplicable 15 Omitted - Inapplicable 18 Omitted - Inapplicable 19 Omitted - Inapplicable 22 Omitted - Inapplicable 23 Omitted - Inapplicable 24 Omitted - Inapplicable 27 Financial Data Schedules - filed herewith 99 Omitted - Inapplicable EX-11 2 EXHIBIT 11 - EPS - BALDOR'S 1ST QTR 1996 FORM 10-Q EXHIBIT 11 BALDOR ELECTRIC COMPANY AND AFFILIATES COMPUTATION OF EARNINGS PER COMMON SHARE THREE MONTHS ENDED --------------------------- March 30, April 1, 1996 1995 (In thousands, except per share data) Primary Weighted average shares outstanding 26,897 27,502 Dilutive stock options based on the treasury stock method using the average market price 973 1,187 --------- --------- Total 27,870 28,689 ========= ========= Net Earnings $ 8,327 $ 7,671 ========= ========= Per Share Earnings $ 0.30 $ 0.26 ========= ========= Fully Diluted Weighted average shares outstanding 26,897 27,502 Dilutive stock options based on the treasury stock method using the year-end market price, if higher than average market price 949 1,199 --------- --------- Total 27,846 28,701 ========= ========= Net Earnings $ 8,327 $ 7,671 ========= ========= Per Share Earnings $ 0.30 $ 0.26 ========= ========= EX-27 3 EXHIBIT 27 - FDS - BALDOR'S 1ST QTR 1996 FORM 10-Q
5 0000009342 BALDOR ELECTRIC COMPANY 1000 3-MOS DEC-28-1996 MAR-30-1996 17262 22292 81132 2900 88761 12671 184944 96886 322544 68550 0 0 0 2830 178243 181073 121553 122288 85742 108749 0 101827 620 13539 5212 8327 0 0 0 8327 .30 .30
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