FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994. 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 0-2612 LUFKIN INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Texas 75-040-4410 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 601 Raguet, Lufkin, Texas 75902-0849 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 409-634-2211 Indicate by check mark whether the registrant (1) has filed all reports re- quired 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 re- gistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of March 31, 1994, there were 6,792,381 shares of Common Stock, $1.00 par value per share, issued and outstanding. PART I - FINANCIAL INFORMATION Item 1. Financial Statements LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET--DECEMBER 31, 1993 AND MARCH 31, 1994 (Thousands of dollars) ASSETS 12-31-93 3-31-94 ------- --------- -------- (Unaudited) CURRENT ASSETS: Cash $ 816 $ 1,053 Temporary investments 19,539 26,639 Receivables (net) 37,603 28,795 Inventories (net) 32,332 32,337 --------- -------- Total current assets 90,290 88,824 --------- -------- PROPERTY, PLANT AND EQUIPMENT, at cost 225,794 225,719 Less - Accumulated depreciation 161,538 162,471 --------- -------- 64,256 63,248 --------- -------- PREPAID PENSION COST 14,156 15,000 ASSETS HELD FOR SALE 3,164 1,323 OTHER ASSETS 7,550 8,221 --------- -------- $179,416 $176,616 ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 9,865 $ 8,314 Accrued payroll & benefits 4,683 4,572 Accrued warranty 2,941 2,941 Accrued property taxes 2,786 1,721 Other accrued liabilities 2,401 2,854 --------- -------- Total current liabilities 22,676 20,402 --------- -------- DEFERRED INCOME TAXES PAYABLE 1,622 1,622 POST RETIREMENT BENEFITS LIABILITY 11,627 11,687 SHAREHOLDERS' EQUITY: Common stock, $1 par value per share; 20,000,000 shares authorized; 6,792,381 shares outstanding 6,792 6,792 Capital in excess of par 15,372 15,372 Retained earnings 121,327 120,741 --------- -------- 143,491 142,905 --------- -------- $ 179,416 $176,616 ========= ======== See accompanying notes to consolidated financial statements. LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (LOSSES) FOR THE THREE MONTHS ENDED MARCH 31, 1993 AND 1994 (Thousands of dollars, except per share data) For the Three Months Ended March 31 ---------------------------- (Unaudited) 1993 1994 ----------- ------------ NET SALES $45,819 $49,144 COST OF SALES 41,427 43,416 ------- ------- Gross profit 4,392 5,728 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 6,084 5,575 ------- ------- Operating income (loss) (1,692) 153 OTHER INCOME, NET 515 515 ------- ------- Earnings (loss) before income taxes (1,177) 668 PROVISION FOR INCOME TAXES - 227 ------- ------- NET EARNINGS (LOSS) $(1,177) $ 441 ======= ======= EARNINGS (LOSS) PER SHARE (Based on weighted average number of shares outstanding of 6,795,120 shares and 6,794,978 shares for the three months ended March 31, 1993 and 1994, respectively) $(.17) $.06 ======= ======= DIVIDENDS PER SHARE $ .15 $ .15 ======= ======= See accompanying notes to consolidated financial statements. LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1993 AND 1994 (Thousands of dollars) For the Three Months Ended March 31 ------------------------- (Unaudited) 1993 1994 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $(1,177) $ 441 Adjustments to reconcile earnings (loss) to net cash provided by operating activities: Depreciation 2,194 2,004 Changes in assets and liabilities 3,535 6,589 ------- ------- Net cash provided by operating activities 4,552 9,034 CASH FLOWS USED IN INVESTING ACTIVITIES: Net additions to property, plant and equipment (665) (1,026) Proceeds from the sale of assets - 1,872 Increase (decrease) in prepaid pension cost and other assets 608 (1,524) ------- ------- Net cash used by investing activities (57) (678) CASH FLOWS USED IN FINANCING ACTIVITIES: Dividends paid (1,019) (1,019) ------- ------- Net increase in cash and temporary investments 3,476 7,337 Cash and temporary investments, at beginning of period 11,568 20,355 ------- ------- Cash and temporary investments, at end of period $15,044 $27,692 ======= ======= See accompanying notes to consolidated financial statements. LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) The consolidated financial statements included herein have been prepared by the Company, without audit, except for the December 31, 1993 Balance Sheet, pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished reflects all adjustments (consisting of only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K, particularly with regard to disclosures relating to major accounting policies, etc. (2) Consolidated inventories consist of the following: 12-31-93 3-31-94 -------- ------- (Thousands of dollars) Raw materials and purchased parts $13,123 $11,246 Work in process 6,773 7,987 Finished goods 12,436 13,104 ------- ------- $32,332 $32,337 ======= ======== Item 2. Management's Discussion and Analysis LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (1) Changes in Financial Condition At March 31, 1994, the Company had working capital of $68,422,000 as compared to $67,614,000, at December 31, 1993, an increase of $808,000. (2) Changes in Results of Operations Net sales for the first quarter of 1994 increased 7% from the first quarter of 1993. Sales by product group for the first quarter of 1993 and 1994 are as follows: THREE MONTHS ENDED March 31 % ------------------ Increase 1993 1994 (Decrease) -------- -------- (In thousands) Oilfield pumping units $11,817 $10,118 (14) Power transmission products 11,494 13,713 19 Commercial products 5,764 6,594 14 Industrial supplies 1,801 1,709 (5) Trailers 14,943 17,010 14 ------- ------- $45,819 $49,144 7 ======= ======= Gross profit for the first quarter of 1994 was 12% compared to 10% for the first quarter of 1993. This improvement was the result of a significant increase in trailer sales. These sales, however, were offset by softer margins in the oilfield pumping unit and power transmission product lines due to changes in product mix and reduced pumping unit sales. Pumping unit sales continue to be affected by lower worldwide oil prices. The Company continues to monitor its sales outlook and cost structure in an effort to maximize its opportunities. Selling, General and Administrative expenses (S. G. & A.) decreased $509,000 from $6,084,000. These expenses were reduced through the Company's continuing cost reduction programs. Other income as of March 31, 1994, included a gain of $93,000 on the sale of machinery and equipment from the Company's Chanute, Kansas manufacturing facility. Proceeds from the sale of these assets were $1,761,000. This facility was closed in 1993 as part of the Company's strategy to improve its manufacturing efficiencies and reduce costs. The Company reported net earnings in the first quarter 1994 of $441,000 compared to a loss of $1,177,000 in the first quarter 1993. The increase in net earnings resulted primarily from the increased volume of trailer sales and the Company's cost-cutting measures. Backlog at March 31, 1994, increased by approximately $28,383,000 over the prior year backlog. New trailer orders were the primary reason for this increase. Backlog by product group at March 31, 1993 and 1994 is as follows: (In thousands) 3/31/93 3/31/94 -------- -------- Oilfield pumping units $11,156 $ 6,587 Power transmission products 22,457 23,884 Commercial products 4,349 5,637 Trailers 25,232 55,469 -------- -------- $63,194 $91,577 ======= ======= PART II - OTHER INFORMATION None. 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. LUFKIN INDUSTRIES, INC. ------------------------------------- Date________________________ _____________________________________ C. James Haley, Jr. Secretary-Treasurer (Principal financial officer and officer authorized to sign on behalf of the registrant)