1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ______ to ______
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.)
520 FELLOWSHIP ROAD, SUITE A-114, 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 June 1, 1996, was
5,749,980.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SL INDUSTRIES, INC.
Consolidated Balance Sheets
April 30, 1996 July 31, 1995
--------------
(Unaudited) *
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ 577,000
Receivables, less allowances of $2,199,000 and $1,820,000, respectively . . . . 15,316,000 12,442,000
Inventories (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,703,000 20,622,000
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796,000 890,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,837,000 2,457,000
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,652,000 36,988,000
----------- -----------
Property, plant and equipment, less accumulated depreciation of
$11,354,000 and $12,468,000, respectively . . . . . . . . . . . . . . . . . . . . 7,979,000 10,173,000
Long-term notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,134,000 -
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 959,000 551,000
Cash surrender value of life insurance policies . . . . . . . . . . . . . . . . . . 7,033,000 6,595,000
Intangible assets, less accumulated amortization of
$1,224,000 and $782,000, respectively . . . . . . . . . . . . . . . . . . . . . . 7,445,000 7,468,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567,000 381,000
----------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $63,769,000 $62,156,000
=========== ===========
LIABILITIES
Current liabilities:
Long-term debt due within one year . . . . . . . . . . . . . . . . . . . . . . . $ 187,000 $ 187,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,103,000 5,658,000
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,067,000 1,140,000
Accrued liabilities:
Payroll and related costs . . . . . . . . . . . . . . . . . . . . . . . . . . 3,957,000 3,938,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,708,000 4,136,000
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 15,022,000 15,059,000
----------- -----------
Long-term debt less portion due within one year . . . . . . . . . . . . . . . . . . 15,687,000 17,373,000
Deferred compensation and supplemental retirement benefits . . . . . . . . . . . . 3,693,000 3,322,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834,000 1,472,000
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $36,236,000 $37,226,000
----------- -----------
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, 7,846,000 and 7,773,000 shares, respectively . . . . . . . . . . . . . . 1,569,000 1,555,000
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . 34,020,000 33,735,000
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . . . . . . . . . 1,346,000 (958,000)
Treasury stock at cost, 2,141,000 and 2,141,000 shares, respectively . . . . . . . (9,402,000) (9,402,000)
----------- -----------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . 27,533,000 24,930,000
----------- -----------
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . $63,769,000 $62,156,000
=========== ===========
* Condensed from audited financial statements.
See accompanying notes to consolidated financial statements.
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SL INDUSTRIES, INC.
Consolidated Statements Of Earnings
Three-Months Ended Nine-Months Ended
April 30, April 30,
1996 1995 * 1996 1995 *
--------------- --------------- ---------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales . . . . . . . . . . . . . . . . . . . . $28,302,000 $21,938,000 $86,876,000 $64,143,000
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold . . . . . . . . . . . . . 18,332,000 13,615,000 56,769,000 41,683,000
Engineering and product development . . . . . . 1,247,000 886,000 3,428,000 2,193,000
Selling, general and administrative . . . . . . 6,484,000 5,569,000 20,171,000 15,483,000
Depreciation and amortization . . . . . . . . . 548,000 485,000 1,904,000 1,450,000
----------- ----------- ----------- -----------
Total cost and expenses . . . . . . . . . . . . . 26,611,000 20,555,000 82,272,000 60,809,000
----------- ----------- ----------- -----------
Income from operations . . . . . . . . . . . . . 1,691,000 1,383,000 4,604,000 3,334,000
Other income (expense):
Interest income . . . . . . . . . . . . . . . . 36,000 32,000 101,000 47,000
Interest expense . . . . . . . . . . . . . . . (274,000) (184,000) (870,000) (558,000)
----------- ----------- ----------- -----------
Income before income taxes . . . . . . . . . . . 1,453,000 1,231,000 3,835,000 2,823,000
Provision for federal and state income taxes . . 553,000 453,000 1,361,000 1,048,000
----------- ----------- ----------- -----------
Net income . . . . . . . . . . . . . . . . . . . $ 900,000 $ 778,000 $ 2,474,000 $ 1,775,000
=========== =========== =========== ===========
Net income per common share -
primary and fully diluted . . . . . . . . . . . $ 0.15 $ 0.13 $ 0.42 $ 0.30
=========== =========== =========== ===========
Cash dividend per share . . . . . . . . . . . . . - - $ 0.03 $ 0.03
Weighted average shares outstanding: **
Primary . . . . . . . . . . . . . . . . . . . . 5,942,000 6,017,000 5,925,000 6,013,000
Fully diluted . . . . . . . . . . . . . . . . . 5,975,000 6,017,000 5,949,000 6,013,000
* Reclassified to conform with current year's presentation.
** For the three and nine-month periods ended April 30, 1996, weighted average
shares outstanding included the effect of dilutive stock options. The
effect of dilutive stock options was not material for the three and
nine-month periods ended April 30, 1995.
See accompanying notes to consolidated financial statemtments.
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SL INDUSTRIES, INC.
Consolidated Statements Of Cash Flows
Nine-Months Ended April 30,
1996 1995
---------- -----------
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,474,000 $1,775,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,392,000 1,192,000
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512,000 258,000
Provisions for losses on accounts receivable . . . . . . . . . . . . 80,000 86,000
Additions to deferred charges and other assets . . . . . . . . . . . (680,000) (23,000)
Cash surrender value of life insurance premium . . . . . . . . . . (438,000) (587,000)
Deferred compensation and supplemental retirement payments . . . . . 717,000 394,000
Deferred compensation and suppl. retirement benefit cash payments. . (335,000) (579,000)
Increase in deferred income taxes . . . . . . . . . . . . . . . . . (788,000) -
Gain on sale of equipment . . . . . . . . . . . . . . . . . . . . . (8,000) (3,000)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . (3,680,000) 1,554,000
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,318,000 (2,179,000)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . 83,000 13,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . (223,000) 1,419,000
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . 735,000 (453,000)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (73,000) (30,000)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . $1,086,000 $2,837,000
---------- ----------
INVESTING ACTIVITIES:
Disposals of property, plant and equipment . . . . . . . . . . . . . . 2,453,000 11,000
Purchases of property, plant and equipment . . . . . . . . . . . . . . (1,614,000) (959,000)
Increase in notes receivable . . . . . . . . . . . . . . . . . . . . . (2,300,000) -
Proceeds from the disposition of a subsidiary . . . . . . . . . . . . . 1,354,000 -
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . ($107,000) ($948,000)
---------- ----------
FINANCING ACTIVITIES:
Cash dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (170,000) (180,000)
Rights redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . - (48,000)
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . 500,000 1,600,000
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . (2,186,000) (3,526,000)
Proceeds from stock options exercised . . . . . . . . . . . . . . . . . 300,000 68,000
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . ($1,556,000) ($2,086,000)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . (577,000) (197,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . . 577,000 197,000
---------- ----------
CASH AND CASH EQUIVALENTS AT APRIL 30, . . . . . . . . . . . . . . . . . $ - $ -
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $830,000 $553,000
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,225,000 $989,000
*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 April 30, 1996, and July 31, 1995, the results of
operations for the three-month and nine-month periods ended April 30, 1996 and
1995, and the cash flows for the three-month and nine-month periods ended April
30, 1996 and 1995.
2. Inventories at April 30, 1996, and July 31, 1995, were as follows:
April 30, July 31,
1996 1995
----------- -----------
Raw materials $ 8,066,000 $ 9,060,000
Work in process 3,259,000 3,259,000
Finished goods 7,378,000 8,303,000
----------- -----------
$18,703,000 $20,622,000
=========== ===========
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, 1995.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Principal sources of cash during the first nine months of fiscal 1996 were
$1,086,000 provided by operating activities, while investing and financing
activities used cash of $107,000 and $1,556,000, respectively. The net cash
provided by operating activities was a result of net income adjusted for
depreciation and amortization and a decrease in inventory offset, in part, by
an increase in accounts receivable. The net cash used by financing activities
was primarily for payments on long-term debt. The net cash used by investing
activities was primarily a result of purchases of property, plant and equipment
offset by proceeds from the sale of certain net assets of SL Piping Systems,
Inc. ("Piping") and the net cash received from the disposal of an asset held
for sale.
The Registrant's borrowing capacity at April 30, 1996, remained above its use
of outside financing. As of April 30, 1996, the Registrant had $5,648,000
available under its $22,000,000 Revolving Credit Agreement since $852,000 was
allocated to outstanding trade letters of credit, $6,300,000 utilized to
purchase substantially all of the assets of Teal Electronics Corporation on May
8, 1995, $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, and $2,100,000 utilized for working capital
requirements. The available credit facility is subject to commitment fees, but
not compensating balances. In addition, the Agreement contains limitations on
borrowings and their use, restricts the payment of cash dividends to $600,000
per fiscal year, requires maintenance of specified ratios, with all of which
the Registrant is in compliance, and has a maturity date of December 31, 1997.
Also, as of April 30, 1996, the Registrant had $7,033,000 available from the
cash surrender value of its life insurance policies.
During the three-month period ended April 30, 1996, the ratio of current assets
to current liabilities increased slightly from 2.4 to 1 to 2.5 to 1, primarily
due to decreased accounts payable.
Capital expenditures for the nine-month period ended April 30, 1996, amounted
to $1,614,000 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
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necessary, the utilization of borrowings under its Revolving Credit Agreement.
On May 23, 1996, the Registrant's Board of Directors declared a $.03 per share
semi-annual cash dividend payable on June 12, 1996, to shareholders of record
on June 5, 1996.
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 expenditures for working capital
requirements.
Results of Operations
FISCAL 1996 COMPARED TO FISCAL 1995
Consolidated net sales for the three-month and nine-month periods ended April
30, 1996, increased 29% and 35%, respectively, as compared to the net sales
realized during the corresponding periods a year ago. This increase came
primarily from companies within the Power and Data Quality segment, where
continued growth was realized. In addition, the increase included the
contribution made by Teal Electronics Corporation ("Teal"), which was acquired
in May 1995. An analysis of net sales by business segment for the three-month
and nine-month periods ended April 30, 1996, as compared to the same periods of
the prior year, is as follows:
Power and Data Quality Segment -
For the three-month and nine-month periods, net sales for the Power and Data
Quality segment increased 39% and 45%, respectively, when compared to net sales
of the prior year. If Teal's net sales were excluded from the three-month and
nine-month periods, an increase of 18% and 25%, respectively, would have been
realized. For the three-month and nine-month periods, sales of surge
protection and uninterruptible power supplies increased primarily as a result
of increased market share within the office market and increased volume, sales
of standard and custom AC-DC power supplies increased primarily as a result of
new customer programs and increased demand and sales of precision motor
products increased primarily as a result of price increases and increased
volume.
Specialty Products Segment -
For the three-month and nine-month periods, net sales for the Specialty
Products segment decreased 9% and 1%, respectively, when compared to net sales
reported for the preceding year. If Piping's and SL LUBE/systems, Inc.'s
("LUBE") net sales were excluded from the prior periods three-month and
nine-month periods results, net sales increased 24% and 14%, respectively,
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as compared to the same periods last year. The increases are due to the
increased demand for aviation and industrial igniters and chrome plating
services.
COST OF SALES
Cost of sales for the three-month and nine-month periods increased 35% and 36%,
respectively, as compared to last year. If Teal's, Piping's and LUBE's results
were excluded from the three-month and nine-month periods, cost of sales
increased 27% and 26%, respectively, as compared to last year. This increase
was primarily related to increased volume and manufacturing inefficiencies. As
a percentage of net sales, cost of sales for both the three-month and
nine-month periods was 65%, as compared to 62% and 65%, respectively, for the
corresponding periods a year ago. Again, if Teal's, Piping's and LUBE's
results were excluded, cost of sales, as a percentage of net sales, for both
the three-month and nine-month periods was 66%, as compared to 62% and 65%,
respectively, for the corresponding periods a year ago. As a percentage of net
sales, manufacturing inefficiencies and unfavorable product mix were the
primary reasons for the increase in cost of goods sold.
ENGINEERING AND PRODUCT DEVELOPMENT EXPENSES
For the three-month and nine-month periods, engineering and product development
expenses increased 41% and 56%, respectively, as compared to the same periods
last year. If Teal's, Piping's and LUBE's results were excluded from the
three-month and nine-month periods, engineering and product development
expenses increased 17% and 29%, respectively, as compared to the same periods
last year. These increases were primarily related to the development of new
products within the Power and Data Quality segment. This increased investment
in the development of power and data quality products, which help our
telecommunications, computer, medical and aerospace customers solve their power
and data quality problems, is the cornerstone for SL's growth. We will
continue to invest our resources in those products and product areas that we
believe will provide earnings growth for SL and its shareholders and satisfy
our customers' needs to protect their technological equipment and data. As a
percentage of net sales, engineering and product development expenses were 4%
for both the three-month and nine-month periods, as compared to 4% and 3%,
respectively for the corresponding periods a year ago. Again, if Teal's,
Piping's and LUBE's results were excluded, engineering and product development
expenses, as a percentage of net sales, were 4% for all periods.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three-month and nine-month periods, selling, general and administrative
expenses increased 16% and 30%, respectively, as compared to last year. If
Teal's, Piping's and LUBE's results
9
were excluded from the three-month and nine-month periods, selling, general and
administrative expenses increased 12% and 24%, respectively, as compared to the
same periods last year. These increases were primarily related to increased
volume and marketing expenses. As a percentage of net sales, selling, general
and administrative expenses were 23% for both the three-month and nine-month
periods, as compared to 25% and 24%, respectively, for both periods a year ago.
If Teal, Piping and LUBE are excluded, selling, general and administrative
expenses, as a percentage of net sales, were 24% for both the three-month and
nine-month periods, as compared to 26% and 24%, respectively, last year.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the three-month and nine-month
periods increased 13% and 31%, respectively, as compared to last year. The
increase is primarily related to Teal's amortization of goodwill and
trademarks. If you exclude the depreciation and amortization expense related
to the addition of Teal, the expense for the three-month and nine-month periods
decreased 16% and increased 2%, respectively, as compared to last year. The
three-month decrease is primarily related to the sale of the Piping net assets
and the disposal of an asset held for sale.
INTEREST
Interest income for the three-month and nine-month periods increased $4,000 and
$54,000, respectively, as compared to last year. The nine-month increase
included a nonrecurring item in the amount of $31,000. The three-month
increase and the remaining portion of the nine-month increase, as compared to
the same periods a year ago, were a result of additional cash available for
investment at slightly lower interest rates. Interest expense for the
three-month and nine-month periods increased 49% and 56%, respectively, as
compared to last year. This increase resulted primarily from the utilization
of our revolving line of credit for the acquisition of Teal.
TAXES
The effective tax rate for the three-month and nine-month periods was 38% and
35%, respectively, as compared to 37% for both periods, a year ago. Both
variances are primarily related to deductible permanent tax adjustments.
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
April 30, 1996.
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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.
-------------------
Registrant
Dated: June 14, 1996 Owen Farren
------------------ -----------
Owen Farren
President and
Chief Executive Officer
Dated: June 14, 1996 James E. Morris
------------------ ---------------
James E. Morris
Vice President,
Corporate Controller,
Treasurer and Secretary
11
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
------- ----------- ----
11 Statement Re Computation of Per Share 12
Earnings
27 Financial Data Schedule 13