1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 2, 1995 Commission file number: 1-5761
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LaBarge, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 73-0574586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 14499, St. Louis, Missouri 63178
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(Address) (Zip Code)
(314) 231-5960
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(Registrant's telephone number, including Area Code)
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(Former name, former address and former fiscal year,
if changed since last report.)
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 the number of shares outstanding of each of the Issuer's classes of
common stock as of the close of the period covered by this report. 15,227,316
shares.
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LaBARGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 2, April 3, APRIL 2, April 3,
1995 1994 1995 1994
NET SALES $ 14,770 $ 17,184 $ 48,087 $ 54,831
---------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of sales 12,307 14,085 39,970 45,244
Selling and administrative expense 1,891 2,039 6,014 6,255
---------- --------- --------- ---------
14,198 16,124 45,984 51,499
EARNINGS FROM OPERATIONS 572 1,060 2,103 3,332
---------- --------- --------- ---------
Interest expense 334 472 1,392 1,584
Other income, net 37 34 247 105
---------- --------- --------- ---------
EARNINGS BEFORE INCOME TAXES 275 622 958 1,853
Income tax expense 16 37 57 111
---------- --------- --------- ---------
NET EARNINGS $ 259 $ 585 $ 901 $ 1,742
========== ========= ========= =========
NET EARNINGS PER COMMON SHARE $.02 $.04 $.06 $.12
========== ========= ========= =========
AVERAGE COMMON SHARES OUTSTANDING 15,227 15,162 15,220 15,125
========== ========= ========= =========
See accompanying notes to consolidated financial statements.
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LABARGE, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands except per share data)
APRIL 2, July 3,
1995 1994
--------------- ---------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 255 $ 140
Accounts and notes receivable, net 8,867 14,291
Inventories 14,290 21,446
Prepaid expenses 299 249
Deferred tax assets, net 614 614
--------- ----------
TOTAL CURRENT ASSETS 24,325 36,740
--------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 2,654 3,346
DEFERRED TAX ASSETS, NET 2,258 2,258
OTHER ASSETS, NET 2,239 2,133
--------- ----------
$ 31,476 $ 44,477
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $ 2,000 $ 2,800
Current maturities of long-term debt 1,769 1,857
Trade accounts payable 5,240 9,836
Other accrued liabilities 2,497 2,748
Current liabilities from discontinued operations 261 125
--------- ----------
TOTAL CURRENT LIABILITIES 11,767 17,366
--------- ----------
LONG-TERM OBLIGATIONS:
Liabilities from discontinued operations - 232
Long-term debt 6,779 14,911
--------- ----------
6,779 15,143
--------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value. Authorized 20,000,000 shares;
issued 15,227,316 shares at April 2, 1995
and 15,166,877 shares at July 3, 1994 152 152
Additional paid-in capital 12,554 12,493
Retained earnings (deficit) 224 (677)
--------- ----------
TOTAL STOCKHOLDERS' EQUITY 12,930 11,968
========= ==========
$ 31,476 $ 44,477
========= ==========
See accompanying notes to consolidated financial statements.
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LABARGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
NINE MONTHS ENDED
APRIL 2, April 3,
1995 1994
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 901 $ 1,742
Adjustments to reconcile net cash provided
by operating activities:
Depreciation and amortization 760 789
Accretion of discount on long-term assets from business divestitures (23) (26)
Accretion of discount on note from discontinued operations 29 36
Gain on sale of Flippin facility (154) -
Changes in assets and liabilities:
Accounts and notes receivable, net 2,268 943
Inventories (1,197) (682)
Prepaid expenses (95) (204)
Trade accounts payable (1,941) 2,028
Accrued liabilities (508) 122
Liabilities of discontinued operations (125) (75)
-------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (85) 4,673
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (500) (475)
Additions to other assets of continuing operations (230) (243)
Sale of operating facility in Flippin 9,890 -
-------- --------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 9,160 (718)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (8,220) (2,537)
Exercise of stock warrants and options 60 56
Net change in short-term borrowings (800) (1,647)
-------- --------
NET CASH USED BY FINANCING ACTIVITIES (8,960) (4,128)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 115 (173)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140 304
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 255 $ 131
======== ========
See accompanying notes to consolidated financial statements.
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LABARGE, INC.
FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS - BASIS OF PREPARATION
The consolidated balance sheets at April 2, 1995 and July 3, 1994, the related
consolidated statements of operations for the three and nine months ended April
2, 1995 and April 3, 1994 and the statements of cash flows for the nine months
ended April 2, 1995 and April 3, 1994, have been prepared by LaBarge, Inc. (the
"Company") without audit. In the opinion of management, adjustments, including
those regarding the sale of the Company's facility in Flippin, Arkansas, all of
a normal and recurring nature, necessary to present fairly the financial
position and the results of operations and cash flows for the aforementioned
periods have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in conformity with generally accepted accounting principles
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K.
2. ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable consist of the following:
(dollars in thousands)
APRIL 2, July 3,
1995 1994
---------- ------------
Billed shipments, net of progress payments $ 7,241 $ 10,640
Unbilled costs and accrued profits,
net of progress payments 972 3,241
---------- -----------
Trade receivables - gross 8,213 13,881
Less: Allowance for doubtful accounts (171) (140)
---------- -----------
Trade receivables - net 8,042 13,741
Current portion of notes receivable 495 463
Escrow and cash advance
receivable, net 274 -
Other current receivables 56 87
---------- -----------
$ 8,867 $ 14,291
========== ===========
Unbilled amounts represent revenues recognized on contracts, less applicable
progress payments received, for which billings have not been presented to the
customers at the balance sheet dates. Unbilled amounts are usually billed
within the month following the closing date as units are delivered to the
customer.
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Progress payments are payments from customers in accordance with contractual
terms for contract costs incurred to date. Such payments are credited to the
customer at the time of shipment.
The escrow and cash advance receivable, net represents funds on deposit in
escrow and funds distributed by the Company for payroll and vendor payments on
behalf of the buyer, related to the sale of the Flippin facility and the
related business. These funds will be released upon completion of certain
representations and warranties regarding the sale. Cash advances are
reimbursed on a regular basis.
Other current receivables represent amounts due from employees for travel
advances and other miscellaneous sources.
3. INVENTORIES
Inventories consist of the following:
(dollars in thousands)
APRIL 2, July 3,
1995 1994
---------- -----------
Raw materials $ 8,699 $ 15,003
Work in process 6,137 7,605
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14,836 22,608
Less progress payments (546) (1,162)
---------- -----------
$ 14,290 $ 21,446
========== ===========
In accordance with contractual agreements, the government has a security
interest in inventories related to contracts for which progress payments have
been received.
In the normal course of the contract manufacturing business, situations develop
which require revisions to contract specifications and, as a result,
renegotiation of pricing to allow recovery of additional costs incurred or to
be incurred. Consistent with past practices, included in inventories at April
2, 1995 and July 3, 1994 are deferred costs subject to renegotiation totaling
approximately $612,000 and $755,000, respectively. In management's opinion,
these costs have been incurred due to customer changes in contract requirements
and terms, and the resultant increase in costs and/or delays in contract
performance, and will be recovered.
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4. SHORT- AND LONG-TERM OBLIGATIONS
Short-term borrowings, long-term debt and the current maturities of long-term
debt consist of the following: (dollars in thousands)
APRIL 2, July 3,
1995 1994
----------- ------------
SHORT-TERM BORROWINGS:
Revolving credit agreement:
Balance at period-end $ 2,000 $ 2,800
Interest rate at period-end 10.50% 8.75%
Average amount of short-term borrowings
outstanding during period (rounded to
nearest thousand) $ 2,456 $ 2,397
Average interest rate for period 9.50% 7.82%
Maximum short-term borrowings
at any month-end $ 5,000 $ 3,200
=========== ===========
Total short-term borrowings $ 2,000 $ 2,800
=========== ===========
APRIL 2, July 3,
1995 1994
----------- -----------
LONG-TERM DEBT:
Sanwa Business Credit Corporation:
Revolving credit agreement $ 2,500 $ 7,500
Term loan 1,030 1,705
Chemical Bank term loan 1,250 2,035
15% Subordinated Notes - 5,000
12% Subordinated Notes 3,386
Industrial revenue bond due
semiannually through 1997,
interest at 8% 180 270
Other 202 258
----------- -----------
8,548 16,768
Less current maturities 1,769 1,857
----------- -----------
Total long-term debt $ 6,779 $ 14,911
=========== ===========
The average interest rate was computed by dividing the sum of daily interest
costs by the sum of the daily borrowings for the respective periods.
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5. OTHER INCOME AND EXPENSE, NET
The components of other income and expense, net are as follows:
(dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 2, April 3, APRIL 2, April 3,
1995 1994 1995 1994
--------- --------- --------- ---------
Interest income $ 40 $ 33 $ 98 $ 100
Gain on disposal of assets - - 154 -
Other, net (3) 1 (5) 5
--------- ------- -------- -------
$ 37 $ 34 $ 247 $ 105
========= ======= ======== =======
On December 2, 1994, the Company completed the sale of its operating business
in Flippin, Arkansas, to Avnet, Inc. In the transaction, Avnet purchased
substantially all of the assets of the Flippin operation and the related
business for approximately $10,455,000 cash and assumed liabilities of
approximately $2,900,000. This sale resulted in a gain of $154,000, which is
included in other income for the nine months ended April 2, 1995.
6. EARNINGS PER COMMON SHARE
Earnings per common share is based on the weighted average number of shares
outstanding during the quarter. There are 1,357,025 common stock warrants
exercisable at $3.00 per share outstanding at April 2, 1995. Also outstanding
are the following common stock options: 97,000 exercisable at $.66 to $.726;
165,000 which are not exercisable until August, 1995 at $1.125 to $1.2375 per
share; 75,000 not exercisable until August, 1996 at $1.3125 to $1.4438 per
share; and 20,000 not exercisable until February, 1997 at $1.3833 per share.
The warrants and options are not considered dilutive common stock equivalents
for the purposes of the earnings per share calculation.
7. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 - Accounting for Income Taxes (SFAS 109). The tax
benefits from the Company's net operating loss carryforwards, which will more
likely than not be realized, have been recorded as an asset. As of April 2,
1995, the net value of this benefit is $2,872,000 and is reported as $614,000
in current assets and $2,258,000 in other assets.
The net operating loss carryforwards as of July 3, 1994, for Federal Income Tax
purposes, were $20,794,000, which are available to offset future Federal
taxable income through 2003. These carryforwards are the result of losses
generated by discontinued operations prior to 1987. A valuation allowance is
provided to reduce the deferred tax assets to a level which, more likely than
not, will be realized. The net deferred assets reflects management's estimate
of the amount which will be realized from future profitability which can be
predicted with reasonable certainty.
8. CASH FLOWS
Total cash payments for interest for the three and nine months ended April 2,
1995 were $413,000 and $1,530,000 compared to $474,000 and $1,610,000 for the
three and nine months ended April 3, 1994.
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LABARGE, INC.
FORM 10-Q
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATION AND
FINANCIAL CONDITION
LaBarge, Inc. engineers, manufactures, tests and sells sophisticated electronic
systems and devices and complex interconnect assemblies under contract with its
customers. Markets for the Company's products are the defense electronics,
medical equipment, aerospace, energy production, telecommunications, computer
and various other commercial/industrial markets. The Company employs
approximately 640 people.
On December 2, 1994, the Company completed the sale of the on-going business of
its operation in Flippin, Arkansas to Avnet, Inc. In the transaction, Avnet
purchased substantially all of the assets of the Flippin operation and the
related business for approximately $10,455,000 cash and assumed liabilities of
approximately $2,900,000. The proceeds from the sale are being used to reduce
debt. The Company intends to continue to operate its facilities in Huntsville
and Berryville, Arkansas; Tulsa, Oklahoma and Joplin, Missouri. The Company
will continue, through its remaining operations, to focus on design and
manufacture of high-tech electronic systems, devices and interconnect systems
with special emphasis on higher value-added products.
The Flippin facility manufactured cable assemblies for a variety of markets
including computer products and medical equipment. Revenues for the fiscal
year ended July 3, 1994 were approximately $19 million (26% of the Company
total). The Company recorded revenues from Flippin (through the date of
divestiture, November 27, 1994) of $7.3 million (approximately 15% of the
Company's total). For the nine months of fiscal 1994, Flippin accounted for
approximately $14,400,000 in sales. Of the approximate $10.5 million sale
price, $9.9 million has been received in cash, with the remainder held in
escrow subject to any claims by Avnet for breaches of representations and
warranties until the first anniversary of the sale.
During the three months ended April 2, 1995, the Company offered and exchanged
$3,385,000 of 15% Subordinated Notes due May, 1997 for a like amount of 12%
Subordinated Notes due May, 1998. It also redeemed the remaining $1,615,000 of
15% Notes for cash. This transaction will result in lower interest costs in
the future.
The sale of Flippin and the exchange and redemption of the 15% Subordinated
Notes due in May, 1997, were part of a Company plan to strengthen its balance
sheet. The Company believes the stronger balance sheet will allow it much
greater flexibility to invest in growth opportunities at its other facilities.
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Historically, due to the lead times required in the production of the Company's
defense and aerospace products, its backlog of firm, unshipped orders has
always been considered extremely important. However, with the reduction in the
Company's dependence on defense work, this has changed. The importance of
backlog as an indicator of future performance has declined due to the Company's
increase in the proportion of sales received from new subcontract and
commercial work, both of which have much shorter lead times and demand quick
turnaround on product deliveries. The backlog at April 2, 1995 was
approximately $43,600,000 compared to $51,600,000 at April 3, 1994, which
excludes Flippin's backlog at that date. The backlog at April 2, 1995 for the
products described below consisted of approximately $30,100,000 of orders for
various defense products, the majority of which contain cancellation and
termination provisions, and $13,500,000 of orders for commercial products.
Approximately $6,600,000 of the total backlog is not scheduled to ship within
the next 12 months pursuant to the shipment schedules contained in those
contracts.
Substantially all of the Company's contracts with the United States Government
and subcontracts with prime contractors of the United States Government are
firm fixed-price contracts. Under firm fixed-price contracts, work is
performed and paid for at a fixed amount without adjustment for the actual
costs experienced in connection with the contracts. Therefore, unless the
customer actually or constructively alters or impedes the work performed, all
risk of loss due to cost overruns is borne by the Company.
The Company continues to pursue defense-related business. During the first
quarter, the Company received additional orders on the AEGIS program totaling
$8.4 million. AEGIS is the most advanced shipboard anti-aircraft and
anti-missile system in the world. All work on this contract is being performed
in Huntsville, Arkansas.
Sales to Martin Marietta represented approximately a third of total Company
sales for the three and nine months ended April 2, 1995.
The Company also serves the energy production, medical equipment, commercial
aerospace, telecommunications and other commercial/industrial markets. The
Company has aggressively expanded its commercial business over the past several
years and intends to continue to do so. Non-defense business represented
approximately 44% of total Company sales (35% restated to remove sales from
Flippin). The Company manufactures products as diverse as an audio tape player
used by the vision impaired and data collection equipment used in oil and gas
production. As in the defense market, all production is completed on a
contract basis.
Clinical trials of the blood laser perforator, developed under a contract with
Venisect, Inc., began on October 26, 1994, pursuant to an approval received
from the U.S. Food and Drug Administration (the "FDA"). Results of Phase I of
the trials were positive and a report was filed with the FDA requesting
permission to begin Phase II. Approval has been received and Phase II testing
is expected to begin soon. It is not known at this time when the product could
enter production or what future sales might be.
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LABARGE, INC.
FORM 10-Q
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
NINE MONTHS ENDED APRIL 2, 1995
COMPARED TO NINE MONTHS ENDED APRIL 3, 1994
In December, the Company sold its Flippin, Arkansas operation and its related
business for approximately $10,455,000. Sales, related costs and profits
though November, 1994 are included in operating results and may distort the
comparative data presented.
Net sales for the nine months ended April 2, 1995 were $48,087,000 compared to
$54,831,000 for the nine months ended April 3, 1994. Approximately $6,950,000
of the decline is due to the sale of Flippin, while the remainder of the
business had a modest increase of $200,000 year to year.
Gross profit for the nine months ended April 2, 1995 was $8,117,000, 16.9% of
sales, compared to $9,587,000, 17.5% of sales, for the nine months ended April
3, 1994. The sale of Flippin caused 80% of the reduction in gross profit
dollars, while lower than anticipated sales volume compared to fixed costs
caused the lower margin.
Selling and administrative expenses for the nine months ended April 2, 1995
were $6,014,000, 12.5% of sales, compared to $6,255,000, 11.4% of sales, for
the nine months ended April 3, 1994. Costs are slightly down from prior year
and continue to show the effects of cost containment efforts.
Earnings from operations were $2,103,000, 4.4% of sales, for the nine months
ended April 2, 1995, compared to $3,332,000, 6.1% of sales, for the nine
months ended April 3, 1994.
Interest expense for the nine months ended April 2, 1995 was $1,392,000,
compared to $1,584,000 for the nine months ended April 3, 1994. Lower debt
levels continue to cause lower interest costs; however, increasing interest
rates have largely offset the effect of lower debt levels.
Other income was $247,000 and $105,000 for the nine months ended April 2, 1995
and April 3, 1994, respectively. Included in the other income for the period
ended April 2, 1995, is $154,000 in gain from the sale of the Flippin facility.
The remainder of this income represents accretion of a discount on a note
receivable.
The Company has significant net operating loss carryforwards which offset most
of its income tax liability. Income tax expense for the nine months ended
April 2, 1995 and April 3, 1994, respectively, was $57,000 and $111,000.
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Net earnings for the nine months ended April 2, 1995 were $901,000, compared to
$1,742,000 for the nine months ended April 3, 1994.
Earnings per common share were $.06 for the nine months ended April 2, 1995 and
$.12 for the nine months ended April 3, 1994.
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 2, 1995
COMPARED TO THREE MONTHS ENDED APRIL 3, 1994
Net sales for the three months ended April 2, 1995 were $14,770,000 compared to
$17,184,000 for the three months ended April 3, 1994. Excluding Flippin's
volume from 1994, the remainder of the business showed a sales gain of
approximately 23% year-to-year for the three-month period.
Gross profit for the three months ended April 2, 1995 was $2,463,000, 16.7% of
sales, compared to $3,100,000, 18% of sales, for the three months ended April
3, 1994. 1995's gross profit dollars were up approximately $245,000 or 10%
when Flippin is excluded from the 1994 value. However, due to lower than
anticipated sales volume compared to fixed costs, margins are down
approximately 1.5 points year to year.
Selling and administrative expenses were $1,891,000, 12.8% of sales, for the
three months ended April 2, 1995, compared to $2,039,000, 11.9% of sales, for
the three months ended April 3, 1994.
Earnings from operations for the three months ended April 2, 1995 were
$572,000, 3.9% of sales, compared to $1,060,000, 6.1% of sales, for the three
months ended April 3, 1994.
Interest expense for the three months ended April 2, 1995 was $334,000,
compared to $472,000 for the three months ended April 3, 1994. Lower debt
levels continue to keep interest costs down, in spite of increasing interest
rates.
Other income was $37,000 and $34,000 for the three months ended April 2, 1995
and April 3, 1994, respectively. This is primarily accretion of a discount on
a note receivable.
The Company has significant net operating loss carryforwards which offset most
of its income tax liability. Income tax expense for the three months ended
April 2, 1995 and April 3, 1994 was $16,000 and $37,000, respectively.
Net earnings for the three months ended April 2, 1995 were $259,000 compared to
$585,000 for the three months ended April 3, 1994.
Earnings per common share were $.02 for the three months ended April 2, 1995
compared to $.04 for the three months ended April 3, 1994.
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FINANCIAL CONDITION & LIQUIDITY
On December 2, 1994, the Company completed the sale of its operations in
Flippin, Arkansas to Avnet, Inc. In the transaction, Avnet purchased the net
assets of the Flippin operation and the related business for $10,455,000 and
assumed liabilities of $2,900,000. The proceeds of the sale were used to
reduce debt. As of April 2, 1995, $9,890,000 of the purchase price has been
received and used to reduce debt.
During the quarter ended April 2, 1995, the Company exchanged $3,385,000 of 15%
Subordinated Notes due in 1997 for a like amount of 12% Subordinated Notes due
in May, 1998. It also redeemed the remainder of the 15% Subordinated Notes for
cash of $1,615,000.
At April 2, 1995, the Company had borrowings as follows: a term loan with an
initial balance of $3,280,000 payable over four years at an interest rate of
prime plus 1.5% and a revolving credit facility of up to $14,500,000 which
expires July 1, 1996, at prime plus 1.5% interest, both through Sanwa Business
Credit. As of April 2, 1995, $1,030,000 was outstanding on the term loan and
$4,500,000 was outstanding on the revolver. In addition, the Company now has
$3,385,000 of 12% Subordinated Notes due May 15, 1998, $1,250,000 in notes due
Chemical Bank at prime plus .5%, plus other debt totaling $383,000. Equity at
April 2, 1995 was $12,930,000 or $.85 per common share.
Primary sources of the cash generated in 1995 are: the sale of the Flippin
operations and the related business--$9,890,000, net income of $901,000
adjusted for non-cash depreciation and amortization of $760,000, and reduction
of accounts receivable of $2,268,000. Cash has been used to increase
inventories by $1,197,000, and reduce accounts payable and accrued liabilities
by $2,449,000.
During the nine months ended April 2, 1995, the Company reduced borrowings
$9,020,000.
PART II
Items 1 thru 5. Not applicable.
Item 6(a). For a list of Exhibits, see "Index to Exhibits" appearing
elsewhere herein.
Item 6(b). Issuer had no Reports on Form 8-K during the quarter.
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SIGNATURE
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.
LABARGE, INC.
------------------------------
(Registrant)
Date
------------------------
---------------------------------------
William J. Maender
Vice President - Finance,
Treasurer and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------- ----------- ----
2(a) Asset Purchase Agreement between Avnet, Inc. and LaBarge, Inc. dated December 2, 1994,
previously filed as Exhibit 2(a) to the Company's current report on Form 8-K, as filed
with the Commission on December 2, 1994 and incorporated herein by reference.
3.1 Certificate of Incorporation, as amended, previously filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1980 and
incorporated herein by reference.
3.1(a) Amendment to Certificate of Incorporation previously filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1987 and incorporated
herein by reference.
3.1(b) Amendment to Certificate of Incorporation dated June 23, 1988, previously filed as
Exhibit 3.1(b) to the Company's Registration Statement on Form S-1 as filed with the
Commission on July 19, 1988 and incorporated herein by reference.
3.1(c) Amendment to Certificate of Incorporation dated August 24, 1989, previously filed as
Exhibit 3.1(c) to the Company's Current Report on Form 8-K as filed with the Commission
on August 24, 1989, and incorporated herein by reference.
3.1(d) Amendment to Certificate of Incorporation dated November 5, 1992, previously filed as
Exhibit 3.1(d) to the Company's Current Report on Form 10-K as filed with the Commission
on September 3, 1993, and incorporated herein by reference.
3.1(e) Amendment to Certificate of Incorporation dated January 31, 1994, previously filed as
Exhibit 3.1(e) to the Company's Current Report on Form 10-Q as filed with the Commission
on May 4, 1994, and incorporated herein by reference.
3.2 By-Laws, as amended, previously filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1980 and incorporated herein by reference.
4.1 Indenture dated as of April 1, 1992 between the Registrant and Mark Twain Bank with
respect to 15% Subordinated Notes due May 15, 1997, and incorporated herein by reference.
4.1(a) Form of Warrant to purchase 300,000 common shares issued to Sanwa Business Credit
Corporation, previously filed as Exhibit 4(b) to the Company's Current Report on Form 8-K
as filed with the Commission on June 12, 1992, and incorporated herein by reference.
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Exhibit
Number Description Page
- ------- ----------- ----
4.1(b) Form of Registrant's three-year warrant to purchase Common Stock (issued in partial
exchange for Class C Preferred Stock), previously filed as Exhibit 4(c) to the
Company's Current Report on Form 8-K as filed with the Commission on June 12, 1992,
and incorporated herein by reference.
4.2 Executed counterparts of warrants issued pursuant to a Securities Purchase Agreement,
previously filed as Exhibit 4.1(b) (i)-(iv) to the Company's Current Report on Form
8-K as filed with the Commission on August 11, 1989, and incorporated herein by
reference.
10.3(a) $5,000,000 Note payable by the Company to Chemical Bank dated March 30, 1987,
previously filed as Exhibit 10.3(g) to the Company's Annual Report on Form 10-K for
the years ended June 30, 1987 and incorporated herein by reference.
10.4 Management Incentive Compensation Program, previously filed as Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended June 30, 1986 and incorporated
herein by reference.
10.6 First Amendment and Restatement to the LaBarge Employees Savings Plan executed on May 3,
1990 and First Amendment to the First Amendment and Restatement of the LaBarge, Inc.
Employees Savings Plan executed on June 5, 1990, previously filed as Exhibits (i) and
(ii), respectively, to the LaBarge, Inc. Employees Savings Plan's Annual Report on Form
11-K for the year ended December 31, 1990 and incorporated herein by reference.
10.8 Creditors' Agreement between Omni Duralite, Inc. and its unsecured creditors dated
September 5, 1986, previously filed as Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended June 30, 1987 and incorporated herein by reference.
10.17 Security Agreement dated March 30, 1989 between the Company and Sanwa, previously filed
as Exhibit 10.17(a) to the Company's Current Report on Form 8-K as filed with the
Commission on April 14, 1989, and incorporated herein by reference.
10.17(a) Deed of Trust, Assignment of Leases and Rents Security Agreement and Financing Statement,
dated March 30, 1989, from the Company to a trustee for the benefit of Sanwa, previously
filed as Exhibit 10.17(b) to the Company's Current Report on Form 8-K as filed with the
Commission on April 14, 1989, and incorporated herein by reference.
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17
Exhibit
Number Description Page
- ------- ----------- ----
10.17(b) Assignment of Promissory Notes, Revolving Credit Agreement, Deed of Trust and Security
Agreement from Mercantile Bank National Association to Sanwa dated March 30, 1989,
previously filed as Exhibit 10.17(c) to the Company's Current Report on Form 8-K, as
filed with the Commission on April 14, 1989, and incorporated herein by reference.
10.17(c) Intercreditor Agreement dated August 1, 1989 between Sanwa and the Note Purchasers,
previously filed as Exhibit 10.17(e) to the Company's Current Report on Form 8-K, as
filed with the Commission on August 11, 1989, and incorporated herein by reference.
10.17(d) Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing
Statement dated as of July 24, 1989 from LaBarge to Sanwa, previously filed as Exhibit
10.17(g) to the Company's Current Report on Form 8-K as filed with the Commission
on August 11, 1989, and incorporated herein by reference.
10.17(e) Revised and restated credit agreement dated as of May 11, 1992, between the Company and
Sanwa filed as Exhibit 10 to the Company's Current Report on Form 8-K as filed with the
Commission on June 12, 1992, and incorporated herein by reference.
10.18 Shareholders Agreement dated August 1, 1989 among Pierre L. LaBarge, Jr., Craig E.
LaBarge and the Note Purchasers, previously filed as Exhibit 10.18 to the Company's
Current Report on Form 8-K as filed with the Commission on August 11, 1989, and
incorporated herein by reference.
22 Subsidiaries, previously filed as Exhibit 22 to the Company's Registration Statement on
Amendment No. 1 to Form S-1 as filed with the Commission on August 29, 1988 and
incorporated herein by reference.
27 Article 5 Financial Data Schedule. 18
99(a) Proforma statement of operations for the twelve months ended July 3, 1994 and the nine
months ended January 1, 1995, previously filed as Exhibit 99(a) to the Company's Report on
Form 10-Q for the quarter ended January 1, 1994, and incorporated herein by reference.
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