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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period to
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Commission file number 1-4987
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0682685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 306-C, 520 FELLOWSHIP ROAD, MT. LAUREL, NJ 08054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 609-727-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.20 par value New York Stock Exchange
Philadelphia Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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
--- ---
The number of shares of common stock outstanding as of February 28, 1995, was
6,017,000.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SL INDUSTRIES, INC.
Consolidated Balance Sheets
January 31, July 31,
1995 1994
--------------- ---------------
(Unaudited) *
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 69,000 $ 197,000
Receivables, less allowance for doubtful
accounts of $280,000 and $256,000, respectively . . . . . . . . 13,377,000 13,489,000
Inventories (Note 2) . . . . . . . . . . . . . . . . . . . . . . 15,111,000 16,719,000
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 1,681,000 797,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 1,327,000 1,327,000
------------- -------------
Total current assets . . . . . . . . . . . . . . . . . . . . 31,565,000 32,529,000
------------- -------------
Property, plant and equipment,
less accumulated depreciation of
$11,966,000 and $11,306,000, respectively . . . . . . . . . . . . 9,488,000 9,682,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 982,000 982,000
Cash surrender value of life insurance policies . . . . . . . . . . 6,404,000 5,934,000
Other assets and deferred charges . . . . . . . . . . . . . . . . . 3,636,000 3,798,000
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Total assets . . . . . . . . . . . . . . . . . . . . . . . . $ 52,075,000 $ 52,925,000
============= =============
LIABILITIES
Current liabilities:
Long-term debt due within one year . . . . . . . . . . . . . . . $ 186,000 $ 168,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 3,861,000 4,925,000
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . 680,000 821,000
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . 6,031,000 5,490,000
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Total current liabilities . . . . . . . . . . . . . . . . . 10,758,000 11,404,000
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Long-term debt less portion due within one year . . . . . . . . . . 11,506,000 11,918,000
Deferred compensation and other liabilities . . . . . . . . . . . . 5,398,000 6,026,000
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Total liabilities . . . . . . . . . . . . . . . . . . . . . $ 27,662,000 $ 29,348,000
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Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized, 6,000,000 shares;
none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . $ --- $ ---
Common stock, $.20 par value; authorized, 25,000,000 shares;
issued, 7,758,000 and 7,739,000 shares, respectively. . . . . . . 1,552,000 1,548,000
Capital in excess of par value . . . . . . . . . . . . . . . . . . 33,683,000 33,620,000
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . (3,470,000) (4,239,000)
Treasury stock at cost, 1,741,000 and 1,741,000 shares,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . (7,352,000) (7,352,000)
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Total shareholders' equity . . . . . . . . . . . . . . . . . 24,413,000 23,577,000
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Total liabilities & shareholders' equity . . . . . . . . . . $ 52,075,000 $ 52,925,000
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*Condensed from audited financial statements and contains reclassifications to
conform with current year's presentation.
See accompanying notes to consolidated financial statements.
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SL INDUSTRIES, INC.
Consolidated Statements of Earnings
Three Months Ended Six Months Ended
January 31, January 31,
1995 1994 1995 1994
-------------- ----------- -------------- -------------
(Unaudited) (Unaudited)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $ 21,777,000 $18,319,000 $ 42,205,000 $ 35,960,000
-------------- ----------- -------------- -------------
Cost and expenses:
Cost of sales . . . . . . . . . . . . . . . . . . . . . 14,460,000 12,360,000 28,068,000 24,338,000
Selling, general and administrative expenses . . . . . 5,866,000 5,007,000 11,221,000 9,311,000
Depreciation and amortization . . . . . . . . . . . . . 483,000 524,000 965,000 1,046,000
-------------- ----------- -------------- -------------
Total cost and expenses . . . . . . . . . . . . . . . . . 20,809,000 17,891,000 40,254,000 34,695,000
-------------- ----------- -------------- -------------
Income from operations . . . . . . . . . . . . . . . . . 968,000 428,000 1,951,000 1,265,000
Nonoperating income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . 13,000 15,000 15,000 27,000
Interest expense . . . . . . . . . . . . . . . . . . . (200,000) (136,000) (374,000) (242,000)
-------------- ----------- -------------- -------------
Income before income taxes and cumulative effect . . . . 781,000 307,000 1,592,000 1,050,000
Provision for federal and state income taxes. . . . . . . 301,000 139,000 595,000 415,000
-------------- ----------- -------------- -------------
Income before cumulative effect of change
in accounting for income taxes. . . . . . . . . . . . . 480,000 168,000 997,000 635,000
Cumulative effect to August 1, 1993, of change
in accounting for income taxes. . . . . . . . . . . . . --- --- --- 603,000
-------------- ----------- -------------- -------------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 480,000 $ 168,000 $ 997,000 $ 1,238,000
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Net income per common share:
Income before cumulative effect of change
in accounting for income taxes. . . . . . . . . . . . $ 0.08 $ 0.03 $ 0.17 $ 0.10
Cumulative effect to August 1, 1993, of change
in accounting for income taxes. . . . . . . . . . . . --- --- --- 0.10
-------------- ----------- -------------- -------------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 0.08 $ 0.03 $ 0.17 $ 0.20
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Weighted average shares outstanding . . . . . . . . . . . 6,015,000 6,115,000 6,010,000 6,309,000
Cash dividend per share . . . . . . . . . . . . . . . . . --- --- $0.03 $0.03
See accompanying notes to consolidated financial statements.
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SL INDUSTRIES, INC.
Consolidated Statements Of Cash Flows
Six Months Ended
January 31,
1995 1994
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(Unaudited) *
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 997,000 $ 1,238,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting for income taxes . . . . . . --- (603,000)
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796,000 755,000
Amortization of intangible assets and deferred charges . . . . . . . . 169,000 291,000
Provisions for losses on accounts receivable . . . . . . . . . . . . . 51,000 34,000
Additions to deferred charges and other assets . . . . . . . . . . . . (7,000) (15,000)
Cash surrender value of life insurance premiums . . . . . . . . . . . (470,000) (427,000)
Supplemental retirement benefits . . . . . . . . . . . . . . . . . . . 236,000 213,000
Deferred compensation cash payments . . . . . . . . . . . . . . . . . (223,000) (215,000)
Gain on the sale of equipment . . . . . . . . . . . . . . . . . . . . (3,000) (2,000)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 61,000 (129,000)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,608,000 (1,081,000)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (884,000) (474,000)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . (1,064,000) (431,000)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . (100,000) (1,699,000)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . (141,000) 365,000
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES . . . $ 1,026,000 $ (2,180,000)
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INVESTING ACTIVITIES:
Proceeds from sales of equipment . . . . . . . . . . . . . . . . . . . . . 11,000 4,000
Purchases of property, plant and equipment . . . . . . . . . . . . . . . . (610,000) (692,000)
Proceeds from long-term notes receivable . . . . . . . . . . . . . . . . . --- 11,000
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NET CASH USED BY INVESTING ACTIVITIES . . . . . . . . . $ (599,000) $ (677,000)
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FINANCING ACTIVITIES:
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . (180,000) (195,000)
Rights redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,000) ---
Treasury stock acquired . . . . . . . . . . . . . . . . . . . . . . . . . --- (2,049,000)
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . 1,100,000 6,100,000
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (1,493,000) (1,000,000)
Proceeds from stock options exercised . . . . . . . . . . . . . . . . . . 66,000 1,000
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NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES . . . $ (555,000) $ 2,857,000
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NET CHANGE (DECREASE) IN CASH AND CASH EQUIVALENTS . . (128,000) 0
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . . . . 197,000 0
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CASH AND CASH EQUIVALENTS AT JANUARY 31, . . . . . . . $ 69,000 $ 0
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Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $370,000 $231,000
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $430,000 $60,000
*Contains reclassifications to conform with current year's presentation.
See accompanying notes to consolidated financial statements.
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SL INDUSTRIES, INC.
Notes to Consolidated Financial Statements
1. In the opinion of the Registrant, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) and reclassifications necessary to present fairly
the financial position as of January 31, 1995, and July 31, 1994, the results
of operations for the three-month and six-month periods ended January 31, 1995
and 1994, and the cash flows for the three-month and six-month periods ended
January 31, 1995 and 1994.
2. Inventories at January 31, 1995, and July 31, 1994, were as follows:
January 31, July 31,
1995 1994
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Finished goods $ 4,593,000 $ 5,894,000
Work in process 2,317,000 2,419,000
Raw materials 8,201,000 8,406,000
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$15,111,000 $16,719,000
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3. These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report To
Shareholders and Form 10-K for the year ended July 31, 1994.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Principal uses of cash during the first six months of fiscal 1995 were $599,000
by investing activities and $555,000 by financing activities, while operating
activities provided cash of $1,026,000. The net cash used by investing
activities was primarily for purchases of property, plant and equipment. The
net cash used by financing activities was primarily for repayments on long-term
debt and cash dividends. The net cash provided from operations was primarily
from increased earnings and inventory reductions.
The Registrant's borrowing capacity at January 31, 1995, remained above its use
of outside financing. As of January 31, 1995, the Registrant had $10,175,000
available under its $22,000,000 Revolving Credit Agreement since $825,000 was
allocated to outstanding trade letters of credit, $7,100,000 utilized to
purchase all of the stock of Condor D.C. Power Supplies, Inc., and all of the
assets of Electronica Condor de Mexico, S.A. de C.V., on February 16, 1993,
$1,870,000 utilized for working capital requirements and $2,030,000 utilized to
purchase 507,361 shares of common stock held by two former directors, Wilmer J.
Thomas, Jr. and Martin Solomon. On December 27, 1994, the revolver was amended
to increase the borrowing amount from $15,000,000 to $22,000,000. Other
changes include a revised maturity date of December 31, 1997, and the amendment
restricts the payment of cash dividends to $600,000 per fiscal year. The
available credit facility is subject to commitment fees, but not compensating
balances. In addition, the Agreement contains limitations on borrowings and
their use, and requires maintenance of specified ratios, with all of which the
Registrant is in compliance. Also, as of January 31, 1995, the Registrant had
$6,376,000 available from the cash surrender value of its life insurance
policies.
During the three-month period ended January 31, 1995, the ratio of current
assets to current liabilities decreased slightly from 3.1 to 1 to 2.9 to 1,
primarily because of decreased inventory levels.
Capital expenditures for the six-month period ended January 31, 1995, amounted
to $610,000 and were primarily for purchases of manufacturing equipment. The
Registrant anticipates that future commitments for additional capital
expenditures will be funded primarily by cash generated by operations and, to
the extent necessary, the utilization of borrowings under its Revolving Credit
Agreement.
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The Registrant is not aware of any demands, commitments or uncertainties in the
normal course which are likely to impair its ability to generate or borrow
adequate amounts of cash to meet its future needs, which include payment of
dividends, capital expenditures and working capital requirements.
Results of Operations
SALES
Consolidated net sales for the three-month and six-month periods ended January
31, 1995, increased 19% and 17%, respectively, as compared to the net sales
realized during the corresponding periods a year ago. An analysis of net sales
by business group for the three-month and six-month periods of fiscal year
1995, as compared to the same periods of the prior year, is as follows.
Power and Data Quality Group-
For the three-month and six-month periods, net sales for the power and data
quality group increased 22% and 19%, respectively, when compared to net sales
of the prior year. For the three-month and six-month periods, sales of surge
protection and uninterruptible power supplies increased 35% and 28%,
respectively, and sales of standard and custom AC-DC power supplies increased
20% and 15%, respectively. These increases were primarily a result of
increased market share and the sales of new products. Sales of avionic
products for the three-month and six-month periods decreased 2% and increased
4%, respectively, primarily as a result of volume fluctuations. For the
three-month period and six-month periods, sales of aviation igniters and spark
plugs decreased 5% and increased 5%, respectively. The three-month decrease is
primarily related to volume and the six-month increase is primarily related to
increased demand and market share.
Specialty Products Group -
For the three-month and six-month periods, net sales for the specialty products
group decreased 6% and increased 3%, respectively, when compared to net sales
reported for the preceding year. Sales of automatic lubrication devices for the
three-month and six-month periods increased 14% and 12%, respectively,
primarily due to increased market penetration. Sales of chrome plating
services for the three-month and six-month periods decreased 4% and increased
2%, respectively, primarily due to fluctuations in demand. Sales of pipe
fabrication products for the three-month and six-month periods decreased 15%
and 1%, respectively, primarily due to reduced demand.
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COST OF SALES
Cost of sales for the three-month and six-month periods increased 17% and 15%,
respectively, as compared to last year. This increase was primarily related to
increased volume. As a percentage of net sales, cost of sales for the
three-month and six-month periods was 66% and 67%, respectively, as compared to
68% for both of the corresponding periods a year ago. As a percentage of net
sales, this decrease was primarily a result of product mix, cost reduction
efforts and improved efficiencies.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three-month and six-month periods, selling, general and administrative
expenses increased 17% and 21%, respectively, as compared to last year. These
increases were primarily volume related. As a percentage of net sales, selling,
general and administrative expenses for both the three-month and six-month
periods were 27%, as compared to 27% and 26%, respectively, last year.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense decreased 8% for both the three-month and
six-month periods, as compared to last year. This decrease was primarily
related to the prior year amortization of a covenant-not-to-compete which was
fully amortized during fiscal 1994.
INTEREST
Interest income for the three-month and six-month periods decreased 13% and
44%, respectively, as compared to last year. Both decreases were a result of
less cash available for investment. Interest expense for the three-month and
six-month periods increased 47% and 55%, respectively, as compared to last
year. Both increases were a result of increased interest rates and the
utilization of our revolving credit facility for the stock repurchase and
working capital requirements.
TAXES
The effective tax rate for the three-month and six-month periods was 39% and
37%, respectively, as compared to 45% and 40%, respectively, a year ago. Both
decreases were primarily related to a lower effective net state tax rate.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the quarter ended
January 31, 1995.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SL INDUSTRIES, INC.
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Registrant
Dated: March 13, 1995 /s/ Owen Farren
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Owen Farren
President and
Chief Executive Officer
Dated: March 13, 1995 /s/ James E. Morris
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James E. Morris
Vice President and
Corporate Controller
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INDEX TO EXHIBITS
The exhibit number, description and sequential page number in the original copy
of this document where exhibits can be found follows:
Exhibit Description Page
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11 Statement Re Computation of Per Share 28
Earnings
27 Financial Data Schedule
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