UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX-
CHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-9010
ROBINSON NUGENT, INC.
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(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
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(State or other jurisdiction of (I.R.S. Employer
organization or incorporation) Identification Number)
800 EAST EIGHTH STREET, NEW ALBANY, INDIANA 47151-1208
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (812) 945-0211
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Common Share
Without Par Value Purchase Rights
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [ ]
The Index of Exhibits is located at page 19 in the sequential numbering system.
Total pages: 49.
1
The aggregate market value of Common Shares held by nonaffiliates of the
registrant, based on the closing price of the Common Shares as of September 7,
1995, was approximately $29,475,000.
As of September 7, 1995, the registrant had outstanding 5,390,408 Common
Shares, without par value.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS OF FORM 10-K INTO WHICH
IDENTITY OF DOCUMENT DOCUMENT IS INCORPORATED
- - ------------------------------------------- ------------------------------
1995 Annual Report to Shareholders Parts I and II
Definitive Proxy Statement with respect to Parts II and III
the 1995 Annual Meeting of Shareholders of
registrant.
1(a)
PART I
ITEM 1. BUSINESS
GENERAL
Robinson Nugent, Inc. (the "Company"), an Indiana corporation organized in
1955, designs, manufactures and markets electronic devices used to interconnect
components of electronic systems. The Company's principal products are
integrated circuit sockets; connectors used in board-to-board, wire-to-board,
and wire-to-wire applications; and custom molded-on cable assemblies. The
Company also offers application tooling that is used in applying wire and cable
to its connectors.
The Company's products are used in electronic telecommunication equipment
including switching and networking equipment such as servers and routers, modems
and PBX stations; data processing equipment such as mainframe computers,
personal computers, workstations, CAD systems and peripheral equipment such as
printers, disk drives, plotters and point-of-sale terminals; industrial controls
and electronic instruments, both medical and industrial; consumer products;
automotive electronics; and in a variety of other applications.
Major markets are the United States, Europe, Japan, and the southeast Asian
countries including Singapore and Malaysia. Manufacturing facilities are
located in New Albany, Indiana; Dallas, Texas; Kings Mountain, North Carolina;
Fremont, California; Delemont, Switzerland; Sungai Petani, Malaysia; Inchinnan,
Scotland; and, as of February, 1995, Hamont-Achel, Belgium.
Corporate headquarters are located in New Albany, Indiana, which is the
plant site for the Company's engineering, research and development,
preproduction and testing of new products.
RECENT DEVELOPMENTS
In February 1995, the company acquired Teckino Manufacturing B.V.B.A.
("Teckino"), a manufacturing and engineering development company located in
Hamont-Achel, Belgium. The company produces connectors and other specialized
electronic molded parts. The acquisition has been accounted for by the purchase
method of accounting and the results of operations of Teckino have been included
in the company's consolidated financial statements since the date of
acquisition.
The Company formed ISOCON L.C., a joint venture with Components Circuits
Inc. of Tempe, Arizona in May, 1995. The new company, ISOCON L.C., was
established to merge the technical and marketing resources of the two companies
for the development and sale of special electronic connector products. These
products address the opportunities created by emerging semiconductor packaging
types known as area arrays and incorporate potential technology owned by ISOCON,
L.C.
2
PRODUCTS
The Company produces a broad range of sockets that accommodate a variety of
integrated circuit package styles. Sockets are offered for dual-in-line and pin
grid array devices, as well as leaded and leadless chip carriers. Dual readout
(DIMM) sockets were introduced in fiscal 1992. These sockets, which are
designed to interconnect in-line memory modules, are among the fastest growing
electronic interconnect products in world markets. The design concepts used in
the Company's DIMM sockets are unique and involve features that have been
protected by U.S. patents.
Sockets are used in a wide variety of applications within electronic
equipment but are primarily used to interface integrated circuits, such as
microprocessors and memory devices to an electronic printed circuit board. The
demand for sockets is directly related to the demand for products which employ
integrated circuits. In many applications, semiconductor devices are subject to
replacement, which encourages the use of a socket rather than soldering the
device directly to the printed circuit board.
The worldwide demand for dual in-line sockets is decreasing due to the
maturity of the semiconductor package, while the demand for high-density and
surface-mount sockets is increasing. The growing demand is due to the
development of semiconductor package styles with very large counts of signal
ports and new technologies such as ball grid and land grid array packages and
interstitial pin patterns. The Company's newest socket products are designed to
meet high-density and surface-mount requirements and contributed to the
Company's sales growth in 1995.
The Company provides a broad range of electronic connectors, such as
insulation displacement flat cable connectors (IDC), used in wire-to-wire and
wire-to-board applications. The range of connectors also includes several
product styles that provide for board-to-board or board-stacking (parallel-
mounting) applications. The use of insulation displacement connectors in
electronic hardware increases productivity by eliminating labor involved in
stripping insulation from wires prior to attachment to the leads, and permits
automation of the manufacture of cable assemblies.
The Company manufacturers a line of PCMCIA memory card sockets and headers
for interconnect faxing, networking and computer expansion capabilities. In
1995, the Company broadened this line to include type III card connectors and
other options which enhanced the interchangability of this product line within
this industry.
The Company offers several product families in the two-piece style of
connectors. These connectors are used to connect printed circuit boards which
are positioned either at right angles, in-line, or parallel stacked at close
intervals. The products offered include .025 inch square post connectors and
receptacle sockets; DIN series connectors; high-density, high-pin-count
connectors (HDC); half-pitch, high-density (PAK-50) connectors; 2-millimeter-
spaced, high-density connectors (PAK-2); and a new higher pin count 2-
millimeter-spaced connector (METPAK-Registered Trademark-2) used in backplane
applications. In 1995, a new line of high density 1.0mm, .8mm and .5mm board
stacking interconnects were introduced by the Company to address the growing
demand for
3
miniaturized connectors in the portable computer and communication equipment
markets.
The DIN series of connectors has many variations in connecting means and
pin count. The product is based on a European standard, but has gained wide
acceptance in the U.S. and all world markets. While there are a large number of
producers of DIN connectors in Europe, the Company is one of a limited number of
manufacturers producing the product in the U.S.
The high-pin-count, high-density connector (HDC) includes pin counts
ranging from 60 to 492 in a three- and four-row configuration. This connector
family, along with DIN connectors, is widely used on backplane applications and
frequently requires the terminals to be press-fit to the backplane. This is
accomplished by forming a compliant section in the tails of the connector
contacts that, when pressed into a plated through-hole on a backplane, forms a
reliable gas-tight connection without soldering. The Company has become
recognized as a leader in press-fit backplane connectors and has focused
marketing efforts in promoting its products for this type of application.
The Company's half-pitch (PAK-50) connector family has been accepted as one
of the industry's most reliable .050 inch spaced connectors. The contact design
and compact shape has gained wide acceptance in applications, such as small form
factor computers that require connectors that are highly reliable yet consume
little space.
The design of a low profile, surface-mounted socket, called PAK-2 serves
the requirements of miniature disk drives and PDA (personal digital assistance)
sectors of this industry.
The METPAK-Registered Trademark-2 series of connectors includes four and
five row versions of both standard and inverse configurations. The METPAK-
Registered Trademark-2 is a new industry standard connector style used in board-
to-board applications and over time will displace some of the more mature
product types. This product line has wide acceptance in new designs, primarily
in the computer workstation, communication and networking markets.
Technology continues to move the industry to an ever-increasing number of
circuits per socket or connector to meet the increasing complexity of
electronics systems or the increased capacity and processing speed of
semiconductor devices. This results in increased demand for high-density
connector products. Just as in sockets, the Company is focusing its new product
development in connector products that meet these technology trends. High-
density connector products were a major factor for the Company's growth in sales
in 1994 and 1995.
Customers expect connector manufacturers to provide special tools required
to utilize sockets and connectors. The Company offers a line of insertion and
extraction tools in support of the socket, IDC, I/O, and two-piece connector
lines.
Cablelink, Incorporated, a wholly-owned subsidiary of the Company, produces
cable assemblies of various types including IDC, fabricated and molded-on cable
assemblies. Cablelink utilizes Robinson Nugent connectors whenever possible,
but also provides cable assemblies with other
4
manufacturers' connectors if the customer is specific regarding its
requirements.
In addition to standard products, the Company provides engineering
assistance and design and manufacturing of custom and derivative products.
These products may require special production tooling that, in some cases, is
paid for by the customer, shared, or amortized over future orders, depending
upon contractual agreements reached with the customer. In some cases, the
customer supplies the Company with a complete product design, but more often the
design is produced solely by Company engineers. Current trends in the market
indicate a growing demand for custom and derivative products. There is also an
increased demand for the Company's engineers to be involved in the early
development of the customer's product design.
RESEARCH, DEVELOPMENT AND ENGINEERING
The Company's engineering efforts are directed toward the development of
new products to meet customer needs and improvement of manufacturing processes
and adaptation of new materials to all products. New products include new
creations as well as design of derivative products to meet both the needs of the
general market and customer proprietary custom designs. Engineering development
covers new or improved manufacturing processes, assembly and inspection
equipment, and the adaptation of new plastics and metals to all products. In
recent years, the Company's products have become more sophisticated and complex
in response to developments in semiconductors and their application. In 1994,
the Company added the engineering capability to analyze customer high-speed
applications and to design connectors that reduce electrical interference that
can result from very high processing speeds of newer and more powerful
microprocessors. In 1995, the Company's European operation's development
capabilities were expanded with the acquisition of Teckino. Teckino's
developmental skills in precision miniature connecting systems and electronic
molded parts will enhance Europe's ability to produce unique designs to fulfill
customer requirements. The Company's expenditures for research, development and
engineering were approximately $3.1 million in 1995, $2.5 million in 1994, and
$2.0 million in 1993.
The Company's joint venture, ISOCON L.C. with Components Circuits, Inc. of
Tempe, Arizona, enhances the Company's capabilities in the area array socket
market. This technology is designed to connect printed circuit boards to a
variety of integrated circuit packages such as land grid arrays, ball grid
arrays and multichip modules without the use of solder.
Consistent with industry direction, the Company is also active in improving
manufacturing processes through automation and application of the latest
technologies and designs to its proprietary assembly equipment. The Company
continues to apply advanced technologies, such as laser and video devices, to
automatically inspect products during the assembly process. All new assembly
machines are direct microcomputer-controlled, which provides greater flexibility
in the manufacturing process. The Company continues to install the latest
technology in its electroplating process and replace older injection molding
machines with the latest programmable controls.
5
SALES AND DISTRIBUTION
The Company sells its products in the United States and international
markets. The major market is the U.S. which produces approximately two-thirds
of the consolidated sales of the Company. Its principal markets outside the
U.S. are Canada, Europe, including the United Kingdom, Japan, Singapore,
Malaysia, Hong Kong, and the emerging market of China. The southeast Asian
countries continue to grow rapidly, and the Company has established a marketing
and sales headquarters in Singapore. Sales to other Far East countries provide
business opportunities and are expected to grow moderately. Sales in China have
been initiated and have resulted in the Company doing business in China through
its Hong Kong distributor.
Sales outside the U.S. accounted for 40 percent of total sales in fiscal
1995, 34 percent in fiscal 1994 and 33 percent in fiscal 1993. The Company
believes that development of global markets is essential. This is
particularly the case in Asia where the market is the fastest growing in the
world and is currently considered the second largest market for electronics
and connector products. The Company does not believe that its international
business presents any unusual risks other than with respect to changes in
currency exchange rates. The following table sets forth the percentage of
Company sales by major geographical location for the periods shown:
YEARS ENDED JUNE 30
---------------------------------------
1995 1994 1993
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United States 60% 66% 67%
Europe 25 19 22
Asia 13 14 10
Other 2 1 1
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100% 100% 100%
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During 1995, the Company had sales to a single customer in excess of 10% of
total net sales. No sales to a single customer exceeded 10% of total net sales
in 1994 or 1993.
Other financial data relating to domestic and foreign operations are
included in Note (16), Business Segment and Foreign Sales, of Notes to
Consolidated Financial Statements and the Management's Discussion and Analysis
of the Results of Operations and Financial Condition, included herein or
incorporated by reference as a part of this Report.
Principal markets in North America, Europe, and Asia are served by the
Company's direct sales force and a network of distributors serving the
electronic industry. The Company has U.S. regional offices located in the; San
Francisco, California; and Chicago, Illinois metropolitan areas. Other Company
sales offices are located in Japan, Singapore, England, Germany, Sweden,
Netherlands, France, and Italy. These offices service customers to whom the
Company sells directly, provide coordination between the plants and customers,
and provide technical training and assistance to distributors and manufacturers'
representatives in their respective territories. Additional marketing expertise
is provided by the product marketing specialists located in New Albany, Indiana;
Kings Mountain, North Carolina; London, England; and Eindhoven, Netherlands, who
provide assistance and technical information in
6
support of all field requirements. The Company increased its marketing
resources and personnel in 1995 consistent with increased engineering and the
launching of new products developed during the year.
The Company engages independent manufacturers' representative firms in the
United States, Canada and several Far East countries, who are granted exclusive
territories and agree not to carry competing products. These firms are paid on
a commission basis on sales made to original equipment manufacturers and to
distributors. All representative relationships are subject to termination by
either party on short notice.
The Company has an international network of distributors who are
responsible for serving their respective customers from an inventory of the
Company's products. Approximately 35 percent of the Company's worldwide sales
are made through the distributor network. No distributor is required to accept
only the franchise of the Company. All distributor agreements are subject to
termination by either party on short notice.
BACKLOG
The Company's backlog was approximately $15.3 million at June 30, 1995,
$13.6 million at June 30, 1994, and $11.3 million at June 30, 1993. These
amounts represent orders with firm shipment dates acceptable to the customers.
The Company does not manufacture pursuant to long-term contracts, and purchase
orders are generally cancelable subject to payment by the customer for charges
incurred up to the date of cancellation. With just-in-time delivery objectives,
customers have reduced order quantities, but are placing orders more frequently
and expecting shorter lead times from point of order to point of shipment.
COMPETITION
There is active competition in all of the Company's standard product lines.
The Company's competitors include both large corporations having significantly
more resources than the Company and smaller, highly specialized firms. The
Company competes on the basis of customer service, product performance, quality,
and price. Management believes that the Company's capabilities in service, in
new product design and efforts to reduce cost of products are significant
factors in maintaining the Company's competitive position.
MANUFACTURING
The Company's manufacturing operations include plastic molding,
electroplating and assembly. The Company designs and builds the majority of its
automated and semiautomated assembly machines for use in-house and utilizes
subcontractors on a limited basis for product assembly where volume does not
warrant the cost of automation.
RAW MATERIALS AND SUPPLIES
The Company utilizes copper alloys, precious metals, and plastics in the
manufacture of its products. Although some raw materials are available from
7
only a few suppliers, the Company believes it has adequate sources of supply for
its raw material and component requirements.
Use of gold is significant, but has declined in demand over the past
several years. Plating processes using ROBEX-TM-, a palladium nickel alloy, and
tin have accelerated in demand from customers of the Company. As a result of a
gold consignment agreement with a bank, the Company is not exposed to a
significant market risk of carrying gold inventories. The Company is not
required to procure its gold under this arrangement, and may acquire gold from
other sources. The Company is not obligated beyond one year with any supplier.
HUMAN RESOURCES
As of June 30, 1995, the Company had approximately 650 full-time employees.
PATENTS AND TRADEMARKS
Management believes that success in the electronic connector industry is
dependent upon engineering and production skills and marketing ability; however,
there is a trend in the industry toward more patent consideration and protection
of proprietary designs and knowledge. The Company has pursued patent
applications more frequently. The Company reviews each new product design for
possible patent application. The Company has been granted several patents over
the past three years and is presently awaiting acceptance on other pending
applications. The Company has obtained registration of its trade and service
marks in the United States and in major foreign markets.
ENVIRONMENT
The Company's manufacturing facilities are subject to several laws and
regulations designed to protect the environment. In the opinion of management,
the Company is complying with those laws and regulations in all material
respects and compliance has not had and is not expected to have a material
effect upon its operations or competitive position.
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are:
SERVED IN PRESENT
NAME AGE POSITIONS HELD CAPACITY SINCE
- - ------------------- --- ----------------- ------------------
Larry W. Burke 55 President & Chief 1990
Executive Officer
Anthony J. Accurso 45 Vice President, 1994
Treasurer & Chief
Financial Officer
W. Michael Coutu 44 Vice President of 1992
Operations
8
Thomas E. Merten 40 Vice President of 1991
Marketing
The Bylaws of the Company provide that the officers are to be elected at
each Annual Meeting of the Board of Directors. Under the Indiana Business
Corporation Law, officers may be removed by the Board of Directors at any time,
with or without cause.
ITEM 2. PROPERTIES
The Company owns a 36,000-square-foot building used for its executive
offices, engineering department, quality assurance and administrative
operations, and an adjacent 83,000-square-foot manufacturing facility located on
approximately four acres in New Albany, Indiana. Manufacturing operations at
New Albany were terminated on June 30, 1988 as a result of the consolidation of
U.S. manufacturing of connectors and sockets in the Company's Dallas, Texas
facility. A portion of the manufacturing facility is utilized by the Company's
engineering, research and preproduction development groups. Manufacturing
operations were reinstituted in 1990 on a limited basis and have been expanded
each year thereafter. In addition, the New Albany facility is instrumental in
training plant personnel on new equipment prior to release to the manufacturing
facilities in New Albany, Dallas, Europe and Malaysia.
The Company owns a 60,000-square-foot manufacturing facility located on
approximately five acres in Dallas, Texas, and a 50,000-square-foot
manufacturing facility located on approximately two acres in Delemont,
Switzerland. The Company's Cablelink operations are in a leased facility of
approximately 40,000 square feet in Kings Mountain, North Carolina and a leased
facility of approximately 10,000 square feet located in Fremont, California. In
June, 1991, a new manufacturing facility with approximately 21,000 square feet
was acquired under a long-term lease arrangement in Sungai Petani, Malaysia for
expansion of the Cablelink operation. In February, 1992, the Company occupied a
manufacturing facility with approximately 10,000 square feet in Issogne, Italy
under a three-year lease in connection with the acquisition of its new cable
assembly operation. The Company closed this facility in October, 1993 and
relocated manufacturing operations to other plant sites.
In July, 1993, the Company acquired a facility with approximately 25,000
square feet in Inchinnan, Scotland under a long-term lease and relocated
connector assembly operations from Delemont, Switzerland. In February, 1995,
the Company acquired a manufacturing and engineering facility with approximately
14,000 square feet in Hamont-Achel, Belgium as part of the Teckino acquisition.
ITEM 3. LEGAL PROCEEDINGS.
Other than ordinary routine litigation incidental to the business, there
are no pending legal proceedings to which the Company is a party.
9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information included under the caption "Share Price Range and Dividend
Information" on page 17 of the Company's 1995 Annual Report to Shareholders (the
"1995 Report") is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained in the columns "1991-1995" in the table under the
caption "Ten-Year Financial Summary" on pages 12 and 13 of the 1995 Report is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE
RESULTS OF OPERATIONS.
The information contained under the caption "Management's Discussion and
Analysis of the Results of Operations and Financial Condition" on pages 14
through 16 of the 1995 Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information contained in the "Consolidated Financial Statements of the
Company and Notes thereto" and the report of independent accountants on pages 18
through 31 in the 1995 Report is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The information contained under the caption "Ratification of Selection of
Certified Public Accountants" in the Company's definitive 1995 Proxy Statement
filed pursuant to Rule 14a-6 is incorporated herein by reference.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information included under the captions "Nominees," "Business
Experience of Directors," "Family Relationships," and "Compliance with Section
16(a) of the Securities Exchange Act of 1934" in the Company's definitive 1995
Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by
reference.
10
ITEM 11. EXECUTIVE COMPENSATION.
The information included under the captions "Compensation of Directors,"
"Compensation Committee Interlocks and Insider Participation," "Executive
Compensation," "Report of the Compensation and Stock Option Committees," and
"Stock Performance Graph" in the Company's definitive 1995 Proxy Statement filed
pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "Beneficial Ownership of
Common Shares" and "Nominees" in the Company's definitive 1995 Proxy Statement
filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "Certain Transactions" in the
Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED AS A PART OF THIS REPORT.
(1) FINANCIAL STATEMENTS
Reports of Independent Accountants
Consolidated Balance Sheets as of June 30, 1995, 1994, and 1993
Consolidated Statements of Income for the years ended June 30,
1995, 1994, and 1993
Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended
June 30, 1995, 1994, and 1993
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULE
Schedule for the years ended June 30, 1995, 1994, and 1993:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes.
11
(3) EXHIBITS
See Index to Exhibits.
(B) REPORTS ON FORM 8-K
The Company did not file a Form 8-K during the last quarter of its
fiscal 1995.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ROBINSON NUGENT, INC.
Date: September 21, 1995 By: /s/ Larry W. Burke
-------------------- ---------------------------------------
Larry W. Burke, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: September 21, 1995 By: /s/ Samuel C. Robinson
------------------- ---------------------------------------
Samuel C. Robinson, Director
Date: September 21, 1995 By: /s/ Larry W. Burke
------------------- ---------------------------------------
Larry W. Burke, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 21, 1995 By: /s/ Patrick C. Duffy
------------------- ---------------------------------------
Patrick C. Duffy, Director
Date: September 21, 1995 By: /s/ Richard L. Mattox
------------------- ---------------------------------------
Richard L. Mattox, Director
Date: September 21, 1995 By: /s/ Diane T. Maynard
------------------- ---------------------------------------
Diane T. Maynard, Director
Date: September 21, 1995 By: /s/ Lawrence Mazey
------------------- ---------------------------------------
Lawrence Mazey, Director
13
Date: September 21, 1995 By: /s/ Jerrol Z. Miles
------------------- ---------------------------------------
Jerrol Z. Miles, Director
Date: September 21, 1995 By: /s/ James W. Robinson
------------------- ---------------------------------------
James W. Robinson, Director
Date: September 21, 1995 By: /s/ Richard W. Strain
------------------- ---------------------------------------
Richard W. Strain, Director
Date: September 21, 1995 By: /s/ Anthony J. Accurso
------------------- ---------------------------------------
Anthony J. Accurso, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
14
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
JUNE 30, 1995, 1994, AND 1993
Financial Statement Schedule for the years ended June 30, 1995, 1994, and 1993
is included herein:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is inapplicable or
the information is presented in the consolidated financial statements or related
notes.
15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Robinson Nugent, Inc.
We have audited the accompanying consolidated balance sheets of Robinson Nugent,
Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, the related
consolidated statements of income, shareholders' equity and cash flows and the
financial statement schedule for each of the three years then ended as listed in
Item 14 of this Form 10-K for the year ended June 30, 1995. These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and the financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Robinson Nugent,
Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, and the results of
their operations and their cash flows for each of the three years then ended in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein for the
years ended June 30, 1995, 1994 and 1993.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
August 4, 1995
16
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
Col. A Col. B Col. C Col. D Col. E
- - ---------------------------------------------------------------------------------------------------------------------------------
Additions
Balance ------------------------------------------
at Beginning Charged to Costs Charged to Other Deductions - Balance at End
Description of Period and Expenses Accounts-Describe Decribe of Period
- - ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1995
Deducted from assest accts
Allowance for doubtful
accounts $ 697 83 -- $ 129(A) $ 651
Allowance for inventory
obsolescence & valuation 1,567 643 -- 625(B) 1,585
-------- -------- -------- -------- --------
Total $ 2,264 $ 726 $ -- $ 754 $ 2,236
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
YEAR ENDED JUNE 30, 1994
Deducted from assets accts
Allowance for doubtful
accounts $ 887 $ 127 $ -- $ 317(A) $ 697
Allowance for inventory
obsolescence & valuation 1,261 737 -- 431(B) 1,567
-------- -------- -------- -------- --------
$ 2,148 $ 864 $ -- $ 748 $ 2,264
Total -------- -------- -------- -------- --------
-------- -------- -------- -------- --------
YEAR ENDED JUNE 30, 1993
Deducted from asset accts
Allowance for doubtful
accounts $ 892 $ 80 $ -- $ 85(A) $ 887
Allowance for inventory
obsolescence & valuation 995 862 -- 596(B) 1,261
-------- -------- -------- -------- --------
Total $ 1,887 $ 942 $ -- $ 681 $ 2,148
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
See footnotes on following page.
17
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONT'D.)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
Col. A Col. B Col. C Col. D Col. E
- - ---------------------------------------------------------------------------------------------------------------------------------
Additions
Balance ------------------------------------------
at Beginning Charged to Costs Charged to Other Deductions - Balance at End
Description of Period and Expenses Accounts-Describe Decribe of Period
- - ---------------------------------------------------------------------------------------------------------------------------------
(A) Summary of activity in Column D follows: 1995 1994 1993
Reductions of requirements in allowance for doubtful -------- -------- --------
accounts $ 85 $ 202 $ --
Uncollectible accounts written off, net of recoveries 62 141 55
Currency Translation - (gains)/losses (18) (26) 30
-------- -------- --------
$ 129 $ 317 $ 85
-------- -------- --------
-------- --------
(B) Summary of activity in Column D follows:
Discontinued and obsolete inventory written off, $ 684 $ 505 $ 555
net of recoveries
Currency translation - (gains)/losses (59) (74) 41
-------- -------- --------
$ 625 $ 431 $ 596
-------- -------- --------
-------- -------- --------
18
ROBINSON NUGENT, INC.
FORM 10-K FOR FISCAL YEAR
ENDED JUNE 30, 1995
INDEX TO EXHIBITS
NUMBER SEQUENTIAL
ASSIGNED IN NUMBERING SYSTEM
REGULATION S-K PAGE NUMBER
ITEM 601 DESCRIPTION OF EXHIBIT OF EXHIBIT
- - -------------- ---------------------- ----------------
(3) 3.1 Articles of Incorporation of Robinson
Nugent, Inc. (Incorporated by reference
to Exhibit 3.1 to Form S-1 Registration
Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed September 1, 1978 (Incorporated by
reference to Exhibit B(1) to Form 10-K
Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed November 14, 1983 (Incorporated by
reference to Exhibit 3.3 to Form 10-K
Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson
Nugent, Inc. adopted November 7, 1991.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1992).
(4) 4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, NA. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement dated
September 26, 1991. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
19
4.4 Amendment No. 2 to Rights Agreement dated
June 11, 1992. (Incorporated by reference
to Exhibit 4.4 to Form 8-K Current Report
dated July 6, 1992.)
(9) No exhibit.
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
10.3 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit 19.1
to Form 10-K Report for the year ended
June 30, 1993.)
10.4 Summary of The Robinson Nugent, Inc.
Stock Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 19.2
to Form 10-K Report for the year ended
June 30, 1993.)
10.5 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer, and related
agreement dated May 10, 1990 between
Robinson Nugent, Inc. and PNC Bank,
Kentucky, Inc.(formerly Citizens
Fidelity Bank and Trust Company of
Louisville, Kentucky) as trustee.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
20
10.6 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Clifford G. Boggs, former Vice
President, Treasurer and Chief Financial
Officer, and related agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and PNC Bank, Kentucky, Inc.
(formerly Citizens Fidelity Bank and
Trust Company of Louisville, Kentucky)
as trustee. (Incorporated by reference
to Exhibit 19.2 to Form 10-K Report for
year ended June 30, 1990.)
10.7 Summary of Robinson Nugent, Inc. Bonus 23
Plan for the fiscal year ended June 30,
1995.
(11) No exhibit.
(12) No exhibit.
(13) 1995 Annual Report to Shareholders of 24
Robinson Nugent, Inc.
(16) No exhibit.
(18) No exhibit.
21
(21) The subsidiaries of the registrant. 48
(22) No exhibit.
(23) Consent of Coopers & Lybrand L.L.P. 49
Independent Accountants
(24) No exhibit.
(27) Financial Data Schedule.
(28) No exhibit.
22