UNITED STATES
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 September 30, 1996
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 0-14812
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2716367
(I.R.S. Employer Identification No.)
W60 N151 Cardinal Avenue
PO Box 326
Cedarburg, WI 53012
(Address of principal executive offices/Zip Code)
(414) 377-6565
(Registrant's telephone number, including area code)
140 Ethel Road West
Piscataway, NJ 08854
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value: 2,250,933 as of October 30, 1996
PART I
Item 1
Financial Statements
EDISON CONTROL CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
September 30, 1996 and December 31, 1995
1996 1995
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents 962,451 2,020,996
Investments 284,000 284,000
Trading securities 5,359,443 9,838,998
Trade accounts receivable, net 2,971,626 55,398
Receivable from affiliates 87,354 0
Inventories, net 6,075,555 230,318
Prepaid expenses and other assets 162,848 47,739
Prepaid income taxes 539,508 0
Deferred compensation 549,974 0
Deferred financing costs 400,000 0
Total current assets 17,392,759 12,477,449
Property,plant & equipment at cost,net 6,104,639 65,687
Goodwill and other intangibles, net 10,179,959 0
Deferred financing costs 691,668 0
Pension asset 403,830 0
Investment in South Houston Hose 358,861 0
Prepaid income taxes 10,350 10,350
TOTAL ASSETS 35,142,066 12,553,486
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,075,605 924
Accrued liabilities 1,200,494 51,701
Income taxes payable 1,001,014 518,728
Deferred income tax 167,643 1,606,221
Current maturities on long-term debt 737,844 0
Total current liabilities 4,182,600 2,177,574
Long-term debt 17,650,169 0
Deferred income taxes 456,000 0
Total liabilities 22,288,769 2,177,574
Stockholders' equity:
Preferred stock, $.01 par value: 1,000,000
shares authorized, none issued 0 0
Common stock, $.01 par value: 10,000,000
shares authorized, 2,250,933 and 2,136,000
issued and outstanding, respectively 22,509 21,360
Additional paid-in-capital 8,958,435 6,143,334
Translation adjustments 71,222 0
Retained earnings 3,801,131 4,211,218
Total stockholders' equity 12,853,297 10,375,912
TOTAL LIABILITIES & EQUITY 35,142,066 12,553,486
See Accompanying Notes.
EDISON CONTROL CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Net Sales 5,841,589 216,327 6,842,402 647,177
Cost and expenses:
Cost of sales 4,383,778 186,519 5,109,958 542,096
Selling, general, and
administrative 1,296,159 178,220 1,813,895 548,094
Total cost of sales 5,679,937 364,739 6,923,853 1,090,190
Operating income (loss) 161,652 (148,412) (81,451) (443,013)
Other income (expense):
Interest expense (503,565) 0 (541,898) 0
Interest and dividends (21,929) 19,143 72,358 83,003
Security fees and commission 57,058 (13,485) 0 (62,592)
Realized gains (losses) on
trading securities 456,509 (14,859) 3,444,713 2,145,885
Unrealized gains (losses) on
trading securities (717,396) 1,883,984 (3,596,444) 2,372,601
Equity in earnings of affil. 6,000 0 6,000 0
Income (loss) before taxes (561,671) 1,726,371 (696,722) 4,095,884
Provision for income taxes 231,635 (690,757) 286,635 (1,638,562)
Net income (loss) (330,036) 1,035,614 (410,087) 2,457,322
Net income (loss) per share (.12) .46 (.17) 1.09
Average common shares and
common share equivalents 2,817,990 2,250,000 2,453,230 2,250,000
See Accompanying Notes.
EDISON CONTROL CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
1996 1995
Net income (loss) (410,087) 2,457,322
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 574,548 31,044
Realized (gain) loss on sales of trading
securities (3,444,713) (2,145,885)
Unrealized (gain) loss on trading securities 3,596,444 (2,372,601)
Purchases of trading securities (10,544,297) (12,321,750)
Proceeds from the sale of trading sec. 14,872,121 13,024,500
Currency translation 93,290 0
Change in allowance for doubtful accounts (3,623) 0
Equity in earnings of affiliate (6,000) 0
Changes in assets and liabilities:
Accounts receivable (207,652) 125,037
Accounts receivable, intercompany 114,870 (130,762)
Inventories 735,019 29,744
Prepaid expenses and other assets 80,377 (11,124)
Accounts payable 97,083 (44,075)
Accrued liabilities 176,743 16,119
Deferred income taxes (1,405,593) 949,040
Income taxes payable 158,168 521,848
Total adjustments 4,886,785 (2,328,865)
NET CASH PROVIDED BY
OPERATING ACTIVITIES 4,476,698 128,457
Cash flows from investing activities:
Payment for the purchase of acquired
companies, net of cash acquired (19,050,993) 0
Capital expenditures (90,228) (39,905)
Proceeds from sale of equipment 6,601 0
Investment in and advances to affiliates 15,000 0
NET CASH (USED IN)
INVESTING ACTIVITIES (19,119,620) (39,905)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 16,540,000 0
Principal payments on long-term debt (3,051,347) 0
Proceeds from issuance of Common Stock 95,724 0
Stock options exercised 0 117,000
NET CASH PROVIDED BY
FINANCING ACTIVITIES 13,584,377 117,000
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,058,545) 205,552
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 2,020,996 821,901
CASH AND CASH EQUIVALENTS,
END OF PERIOD 962,451 1,027,453
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes 1,243,790 (345,304)
Cash paid during the period for interest 360,404 0
Supplemental schedule of non-cash investing and financing activities:
Stock issued as part of the purchase price 766,276 0
Notes receivable canceled as part of the
purchase price 332,400 0
See Accompanying Notes.
EDISON CONTROL CORPORATION AND SUBSIDIARIES
Notes to Financial Statements
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instruction to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal, recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the nine month period ending September 30, 1996 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1996.
For further information, refer to the financial statements and footnotes
thereto included in the Registrant's annual report on Form 10-K for the year
ended December 31, 1995, Form 8-K dated July 8, 1996, and Form 8-K/A dated
September 6, 1996.
Note 2 - Nature of Business and Accounting Policies
Principles of Consolidation - The consolidated financial statements include
the accounts of Edison Control Corporation and its wholly-owned subsidiary,
Construction Forms, Inc. Construction Forms, Inc. consists of CF Gilco, Inc.,
CF Ultra Tech, Inc., and Jabco LLC. All material intercompany accounts and
transactions have been eliminated.
Nature of Operations - The Company primarily engages in the design,
manufacture, and sale of concrete pumping accessories, concrete and
mortar/plaster mixers, and abrasion resistant steel piping. The Company's
principal markets are in North America with limited sales activity in Europe.
Cash Equivalents - The Company considers all temporary investments with
maturities of three months or less when acquired to be cash equivalents.
Trading Securities - In accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", debt and equity securities that are bought and held principally
for the purpose of selling them in the near term are classified as "trading
securities" and reported at fair value, with unrealized gains and losses
included in earnings. The cost of securities sold is based on the first in,
first out method.
Inventories - Inventories are stated at the lower of cost (principally
last-in, first-out method) or market. It is not practical to segregate the
components of raw material, work-in-process and finished goods at the balance
sheet date.
Depreciation - The cost of plant and equipment is depreciated over the
estimated useful lives of the various assets: buildings and improvements:
15-40 years; machinery and equipment: 3-10 years. Depreciation expense is
computed on the straight-line method for financial reporting purposes and by
accelerated methods for tax purposes.
Intangibles - Goodwill is amortized over a forty year period and
organizational costs are amortized over a five year period. Financing costs
are being amortized the life of the related debt.
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 and the reported amounts
of revenues and expenses during the reported period. Actual results could
differ from those estimates.
Translation of Foreign Currencies - Assets and liabilities of foreign
operations are translated into United States dollars at current exchange
rates. Income and expense accounts are translated into United States dollars
at average rates prevailing during the year. Adjustments resulting from
the translation of financial statements of the foreign operations are
included as foreign currency translation adjustments in the equity section
of the accompanying consolidated balance sheets.
PART I
Item 2
Management's Discussion and Analysis of Operations and Financial Condition
Results of Operations
On June 21, 1996, Registrant, through a newly organized, wholly-owned
subsidiary, purchased from unaffiliated persons, all of the issued and
outstanding stock (the "Con Forms Stock") of Construction Forms, Inc., a
Wisconsin corporation ("Con Forms") and its affiliate CF Gilco, Inc.
("Gilco") and all of the issued and outstanding units of another affiliate,
JABCO, LLC, a Wisconsin limited liability company ("JABCO") for an aggregate
cash consideration of $20,599,487, of which $567,087 were Registrant's
acquisition costs and of which $1,500,000 is held in escrow pending certain
environmental remediation on property held by Con Forms. In connection with
the acquisition of Con Forms, Registrant also acquired all of the outstanding
stock of CF Ultra Tech, Inc., a wholly-owned Wisconsin subsidiary of Con
Forms ("Ultra Tech").
Con Forms is a leading manufacturer and distributor of systems of pipes,
couplings and hoses and other equipment used for the pumping of concrete.
It manufactures a wide variety of finished products with which it creates
appropriate configurations of systems for various concrete pumps. Ultra
Tech manufactures abrasion resistant piping systems for use in such
industries as mining, pulp and paper, power and waste treatment. Gilco
produces a line of concrete and plaster/mortar mixers.
The transaction was negotiated at arm's length and was based upon
Management's analysis of Con Forms' assets and properties, historical
profitability and growth, industry position, business prospects and market
businesses. Funds utilized in the acquisition included approximately
$4,800,000 of Registrant's operating capital, approximately $9,740,000
available under a Master Credit Agreement between LaSalle National Bank of
Milwaukee, Wisconsin ("LaSalle"), Con Forms, Gilco and Ultra Tech
(collectively, the "Borrowers") and $6,800,000 under a Loan Agreement between
Bank Audi USA of New York, New York ("Bank Audi") and the Borrowers. JABCO
provided a guarantee in connection with the LaSalle and Bank Audi loans.
The LaSalle facility includes an $8,000,000 working capital line, of which
$5,440,000 was drawn upon at closing, a $4,300,000 term/overadvance funding
line and a $3,000,000 letter of credit to support an Industrial Revenue Bond
issued on the JABCO property. All of such facilities are cross-
collateralized by the corporate assets of Con Forms, Ultra Tech and Gilco,
including accounts receivable, inventory and property and equipment as well
as certain marketable securities of Registrant. The Credit Agreement contains
covenants customary in such arrangements, including maintenance of certain
financial ratios and minimum tangible net worth and limitations on capital
expenditures.
The Bank Audi long-term facility is subordinated to LaSalle. In connection
therewith, William Finneran, Chairman of the Board and principal shareholder
of the Registrant, provided collateral to the Bank to support a guaranty of
repayment by Borrowers of the principal and interest on the loan. The
guaranty is limited to the collateral value. The foregoing arrangement was
made by Mr. Finneran to reduce Registrant's cost of borrowed funds from that
which would have been otherwise obtainable from unaffiliated "mezzanine"
lenders. In consideration of his providing such collateral, Registrant
issued to Mr. Finneran a ten (10) year Warrant to purchase 500,000 shares of
Registrant's Common Stock exercisable at a price of $1.60 per share. At the
time the transaction was negotiated, Registrant's Common Stock was quoted at
approximately $4.00 per share and, on the date the Con Forms acquisition was
consummated, the closing sale price for Registrant's Common Stock in the
over-the-counter market was $7 1/2 per share. In approving the transaction,
the Board of Directors of the Company received the opinion of Commonwealth
Associates, a New York based investment banking firm, that the warrants
issued to Mr. Finneran in return for the guarantee was fair, from a financial
point of view, to common stockholders of the Company.
In connection with the Con Forms acquisition, Registrant entered in to
agreements for the sale for investment of an aggregate of 114,933 shares of
Registrant's Common Stock for a total purchase price of $862,000 to the key
management personnel of Con Forms and its affiliates. In addition,
Registrant granted ten (10) year options to purchase an aggregate of 167,611
shares of Common Stock exercisable at $3.00 per share to the key personnel.
Such options vest fully on the first anniversary of the closing of the
acquisition. On the date of the options, the closing price was $7 1/2 per
share.
The acquisition, which was accounted for as a purchase, was completed on
June 21, 1996 and, accordingly, the results of operations of the acquired
companies for the period June 21, 1996 to September 30, 1996 are included
with the Registrant. The following unaudited pro forma results of
operations for the nine months ended September 30, 1996 (eight months for
acquired companies) and the year ended December 31, 1995 gives the effect
to the acquisition of the acquired entities as if the acquisitions had
occurred at the beginning of each of the periods.
Nine (eight) Nine (eight)
months ended months ended
September 30, 1996 September 30, 1995
Pro Forma Net Sales $15,346,509 $12,995,420
Pro Forma Net Income (Loss) (384,330) 710,385
Prom Forma Net Income (Loss)
per share (.14) .26
Net sales for the third quarter of fiscal year 1996 increased $5,625,262, or
2600.3%, compared with the comparable period of the prior year. For the
first nine months of 1996, net sales increased $6,195,225, or 957.3%,
compared to the comparable period of 1995. The increase for both periods in
1996 is attributable to the inclusion of the results of operations for the
acquired companies. Construction Forms, Inc. and subsidiaries net sales for
the quarter ended September 30, 1996 increased 22.6% from $4,491,494 to
$5,504,481 due to strong domestic and international sales at Con Forms.
As a percentage of net sales, gross profit margin for the 1996 third quarter
increased to 25.0% from 13.8%. The nine month period gross profit margin
increased to 25.3% from 16.2% for the comparable period in 1995. Selling,
general and administrative expenses for the third quarter and first nine
months ended September 30, 1996 were $1,296,159 and $1,813,895, respectively,
compared to $178,220 and $548,094, respectively, for the comparable periods
of the prior year. The increases are primarily attributable to the inclusion
of the results of operations of the acquired companies.
The operating loss was $(81,451) for the first nine months compared to an
operating loss of $(443,013) for the comparable period of 1995. The Company
recorded operating income in the three months ended September 30, 1996 of
$161,652 compared to an operating loss of $148,412 in 1995.
The Company achieved a $3,444,713 realized gain in trading securities for
the nine months ended September 30, 1996. Unrealized losses were $3,596,444
for the first nine months. Most of the realized gains and unrealized losses
relate to Glenayre, Inc. stock holdings. The net loss in trading securities
of $151,731 compared to last year's net gain of $4,518,486 accounts for the
major change in pre-tax income.
The Company recorded a tax benefit of $286,635 for the nine months ended
September 30, 1996, which represents the estimated annual effective rate of
40 % applied to pre-tax book income. Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amount of assets
and liabilities for financial statement reporting purposes and the amounts
used for income tax purposes.
The net loss of $(330,036) or $(.12) per share for the third quarter of 1996
was a decrease of $1,365,650, compared to net income of $1,035,614 or $.46
per share for the comparable period of the prior year. Net loss of
$(410,087) or $(.17) per share for the first nine months of 1996 was a
decrease of $2,867,409, compared to net income of $2,457,322 or $1.09 per
share for the comparable period of the prior year.
The Company generated $4,476,698 in cash from operations during the first
nine months of 1996 compared to $128,457 during the first nine months of
1995. The difference is attributable to the sale of trading securities used
in the acquisition of the Con Forms Stock. The Company used $19,050,993 in
cash to acquire the stock and $16,540,000 was provided from the issuance of
debt. The result was a decrease in cash and cash equivalents of $1,058,545
in 1996 compared to a net increase of $205,552 in 1995.
Liquidity and Capital Resources
The Company believes that it can fund proposed capital expenditures and
operational requirements from operations and currently available cash,
cash equivalents, investments and existing bank credit lines. Proposed
capital expenditures for the remainder of the fiscal year 1996 are expected
to total approximately $300,000.
Additionally, at September 30, 1996 the working capital ratio (i.e., the
ratio of total current assets to total current liabilities) was 4.2:1. At
December 31, 1995, the working capital ratio was 5.7:1.
PART II OTHER INFORMATION
Item 6
Exhibits and Reports on Form 8-K
The Company reported the acquisition of the Con Forms Stock on Form 8-K
(dated July 8, 1996) and Form 8-K/A (dated September 6, 1996). Form 8-K/A
included the audited combined balance sheets of Construction Forms, Inc.
and subsidiaries and JABCO, LLC as of January 31, 1996 and 1995, and the
related combined statements of earnings, equity and cash flows for each of
the three years in the period ended January 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
EDISON CONTROL CORPORATION
(Registrant)
Date: November 1, 1996 Mary E. McCormack
(Chief Executive Officer)
Date: November 1, 1996 Jay R. Hanamann
(Chief Financial Officer)