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, 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 0-2612 ------ 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 South Raguet, Lufkin, Texas 75901 - - ------------------------------------------------------------------------------ (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 ----- ----- There were 6,751,383 shares of Common Stock, $1.00 par value per share, outstanding as of March 31, 1996, not including 40,998 shares classified as Treasury Stock. PART I - FINANCIAL INFORMATION Item 1. Financial Statements LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------- CONSOLIDATED BALANCE SHEET--DECEMBER 31, 1995 AND MARCH 31, 1996 ---------------------------------------------------------------- (Thousands of dollars) ASSETS 12-31-95 3-31-96 ------ --------- --------- (Unaudited) CURRENT ASSETS: Cash $ 277 $ 52 Temporary investments 33,040 37,295 Receivables, net 36,204 26,199 Inventories 24,737 25,546 Deferred income tax assets 3,853 3,853 --------- --------- Total current assets 98,111 92,945 --------- --------- PROPERTY, PLANT AND EQUIPMENT, at cost 233,776 236,744 Less - Accumulated depreciation (172,953) (174,370) --------- --------- 60,823 62,374 --------- --------- PREPAID PENSION COSTS 20,936 21,724 OTHER ASSETS 6,426 6,534 --------- --------- $186,296 $ 183,577 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 11,430 $ 8,376 Payrolls and benefits 5,084 4,988 Accrued warranty expenses 2,032 1,941 Taxes payable 2,849 2,713 Other accrued liabilities 1,774 1,350 -------- -------- Total current liabilities 23,169 19,368 -------- -------- DEFERRED INCOME TAX LIABILITIES 8,500 8,500 POST RETIREMENT BENEFITS LIABILITY 12,035 12,055 SHAREHOLDERS' EQUITY: Common stock, $1 par value per share; 20,000,000 shares authorized; 6,792,381 shares issued 6,792 6,792 Capital in excess of par 15,367 15,367 Retained earnings 121,692 123,112 Treasury stock (311) (765) Cumulative translation adjustment (948) (852) -------- -------- Total shareholders' equity 142,592 143,654 -------- -------- $186,296 $183,577 ======== ======== See accompanying notes to consolidated financial statements. 2 LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------- CONSOLIDATED STATEMENT OF EARNINGS ---------------------------------- (Thousands of dollars, except per share data) For the Three Months Ended March 31 ---------------------- (Unaudited) 1995 1996 ---------- ---------- NET SALES $ 58,975 $ 55,930 COST OF SALES 52,243 47,154 ---------- ---------- Gross profit 6,732 8,776 SELLING, GENERAL AND ADMINISTRATION EXPENSES 5,113 5,572 ---------- ---------- Operating income 1,619 3,204 OTHER INCOME, NET 809 543 ---------- ---------- Earnings before income taxes 2,428 3,747 PROVISION FOR INCOME TAXES 809 1,311 ---------- ---------- Net earnings $ 1,619 $ 2,436 ========== ========== EARNINGS PER SHARE $ .24 $ .36 ========== ========== DIVIDENDS PER SHARE $ .15 $ .15 ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES 6,806,114 6,810,169 See accompanying notes to consolidated financial statements. 3 LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS ------------------------------------ FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 -------------------------------------------------- (Thousands of dollars) For the Three Months Ended March 31 ------------------------- (Unaudited) 1995 1996 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 1,619 $ 2,436 Adjustments to reconcile earnings (loss) to net cash provided by operating activities: Depreciation 1,767 1,713 Pension income (776) (788) Post retirement benefits 45 20 Gain on sales of property, plant and equipment (65) (73) Changes in assets and liabilities Receivables 2,750 10,005 Inventories (1,017) (809) Accounts payable 1,707 (3,054) Accrued liabilities (632) (747) ------- ------- Net cash provided by operating activities 5,398 8,703 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (1,536) (3,375) Proceeds from disposition of property, plant and equipment 205 184 Increase in other assets (160) (108) ------- ------- Net cash used by investing activities (1,491) (3,299) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (1,019) (1,016) Proceeds from exercise of stock options - 2 Purchase of treasury stock (24) (456) ------- ------- Net cash used by financing activities (1,043) (1,470) Effect of translation on cash and temporary investments (35) 96 ------- ------- Net increase in cash and temporary investments 2,829 4,030 Cash and temporary investments, at beginning of period 36,923 33,317 ------- ------- Cash and temporary investments, at end of period $39,752 $37,347 ======= ======= See accompanying notes to consolidated financial statements. 4 LUFKIN INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------- NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (1) In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows of Lufkin Industries, Inc. and Subsidiaries (the "Company") for all periods presented. The consolidated balance sheet as of December 31, 1995, was derived from the audited consolidated balance sheet included in the Company's 1995 annual report on Form 10-K. The results of operations for the three months ended March 31, 1996, are not necessarily indicative of the results that may be expected for the full fiscal year. These statements have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X, which do not require all the information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Therefore, these statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 1995. (2) Consolidated inventories consist of the following: 12-31-95 3-31-96 -------- -------- (Thousands of dollars) Raw materials and purchased parts $ 11,842 $11,751 Work in process 6,050 6,131 Finished goods 6,845 7,664 -------- ------- $ 24,737 $25,546 ======== ======= 5 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, 1996, the Company had working capital of $73,577,000 as compared to $74,942,000, at December 31, 1995, a decrease of $1,365,000. Accounts receivable decreased by approximately $10,000,000 from $36,204,000 at December 31, 1995, primarily due to the timeliness of customer payments and decreased sales volumes for the quarter ended March 31, 1996, compared to the quarter ended December 31, 1995. (2) Changes in Results of Operations Net sales for the first quarter of 1996 decreased 5% from the first quarter of 1995. Sales by product group for the first quarter of 1995 and 1996 are as follows: THREE MONTHS ENDED March 31 % -------------------- Increase 1995 1996 (Decrease) --------- --------- ---------- (In thousands) Oil field pumping units $11,367 $12,824 13 Power transmission products 11,672 15,668 34 Foundry castings 8,265 8,149 (1) Trailers 27,671 19,289 (30) ------- ------- $58,975 $55,930 (5) ======= ======= Sales volumes increased in two of the product groups, Oil field pumping units and power transmission products while sales of foundry castings and trailers declined. The decline in trailer revenues reflects the national slow down of that market segment. The gross profit for the first quarter of 1996 was 16% compared to 11% for the first quarter of 1995, reflecting a change in the product mix from lower margin trailers to higher margin oil field pumping units and power transmission products. Selling, General and Administrative expenses for the first three months of 1996 were $5,572,000 compared to $5,113,000 for the same period in 1995, up $459,000. The increase in these expenses primarily reflected the full quarter impact of increased selling, engineering and administrative expenditures for the Company's power transmission products to expand its worldwide capabilities and presence in new markets with new product offerings. Other income was $543,000 compared to $809,000 for the same period in 1995. The decrease of $266,000 resulted primarily from reductions in interest earned on temporary investments. Income tax expense increased $502,000 for the first quarter of 1996 compared to the first quarter of 1995 due to the increase in pretax earnings. The Company reported net earnings in the first quarter 1996 of $2,436,000 compared to $1,619,000 in the first quarter 1995. Backlog at March 31, 1996, decreased by approximately $15,039,000 from the backlog at December 31, 1995. Softening in the trailer and oil field pumping unit markets contributed to the decline in backlogs. 6 Backlog by product group at December 31, 1995 and March 31, 1996 is as follows: December 31 March 31 % 1995 1996 Change ----------- --------- ------- (In thousands) Oil field pumping units $ 8,103 $ 6,581 (19) Power transmission products 36,008 37,371 4 Foundry 15,838 16,162 2 Trailers 40,151 24,947 (38) -------- ------- $100,100 $85,061 (15) ======== ======= PART II - OTHER INFORMATION Item 6, Exhibits and Reports Form 8-K (A) Exhibits 27-Financial Data Schedule (B) Reports of Form 8-K None 7 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 May 14, 1996 /s/ C. James Haley, Jr. ---------------------- ------------------------------------- C. James Haley, Jr. Secretary-Treasurer (Principal financial officer and officer authorized to sign on behalf of the registrant) 8