AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CII TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3625 56-1828272
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION) ----------------
1396 CHARLOTTE HIGHWAY
FAIRVIEW, NORTH CAROLINA 28730
(704) 628-1711
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
RAMZI A. DABBAGH
CHIEF EXECUTIVE OFFICER
CII TECHNOLOGIES INC.
1396 CHARLOTTE HIGHWAY
FAIRVIEW, NORTH CAROLINA 28730
(704) 628-1711
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES TO:
WILSON S. NEELY, ESQ. GLENN W. REED, ESQ.
SIMPSON THACHER & BARTLETT GARDNER, CARTON & DOUGLAS
425 LEXINGTON AVENUE 321 NORTH CLARK STREET
NEW YORK, NEW YORK 10017 CHICAGO, ILLINOIS
(212) 455-2000 ---------------- (312) 245-8446
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SCURITIES TO BE REGISTEREDE AMOUNT TO BE REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par
value
$0.01 per share..... 4,025,000 shares $11.00 $44,275,000 $15,267.24
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(1) Includes 525,000 shares of Common Stock to be issued if the Underwriters
exercise their over-allotment option in full.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act based upon
the high point of the range of estimated initial public offering prices as
specified in the Preliminary Prospectus contained herein.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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CII TECHNOLOGIES INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION OR LOCATION
- --------------------------------------- ------------------------------
1.Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus....... Outside Front Cover Page of Prospectus
2.Inside Front and Outside Back
Cover Pages of Prospectus...... Inside Front and Outside Back Cover Pages
of Prospectus
3.Summary Information, Risk Factors
and Ratio of Earnings to Fixed Prospectus Summary; Risk Factors; The
Charges........................ Company; Selected Consolidated Financial
Information; Pro Forma Condensed
Consolidated Financial Information (Ratio
of Earnings to Fixed Charges Not
Applicable)
4.Use of Proceeds.................. Use of Proceeds
5.Determination of Offering Price.. Outside Front Cover Page of Prospectus;
Underwriting
6.Dilution......................... Dilution
7.Selling Security Holders......... Not Applicable
8.Plan of Distribution............. Outside Front Cover Page of Prospectus;
Underwriting
9.Description of Securities to be
Registered..................... Description of Capital Stock
10.Interests of Named Experts and
Counsel........................ Legal Matters; Experts
11.Information with Respect to the Outside Front Cover Page of Prospectus;
Registrant..................... Prospectus Summary; The Company; Risk
Factors; Use of Proceeds; Dividend Policy;
Capitalization; Selected Consolidated
Financial Information; Pro Forma Condensed
Consolidated Financial Information;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Management;
Ownership of Common Stock; Certain
Relationships and Related Transactions;
Description of Capital Stock; Shares
Eligible for Future Sale; Financial
Statements
12.Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities..... Not Applicable
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 18, 1996.
PROSPECTUS
3,500,000 SHARES
[LOGO] CII TECHNOLOGIES (TM)
COMMON STOCK
All of the shares of Common Stock offered hereby (the "Offering") are being
issued and sold by CII Technologies Inc. (the "Company"). Prior to the
Offering, there has been no public market for the Common Stock. It is currently
anticipated that the initial public offering price will be between $9.00 and
$11.00 per share. See "Underwriting" for information relating to the
determination of the initial offering price.
Application is being made to include the Common Stock in the Nasdaq National
Market under the symbol "CIIT."
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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Per Share...................... $ $ $
Total(3)....................... $ $ $
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(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $ .
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 525,000 additional shares of Common Stock solely to cover over-
allotments, if any. If such option is exercised in full, the total Price to
Public, Underwriting Discount and Proceeds to Company will be $ , $
and $ , respectively. See "Underwriting."
The Common Stock is being offered by the several Underwriters when, as and if
delivered to and accepted by them and subject to their right to reject orders
in whole or in part. It is expected that delivery of certificates for the
shares of Common Stock will be made on or about , 1996.
WILLIAM BLAIR & COMPANY FURMAN SELZ
The date of this Prospectus is , 1996
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the
detailed information and financial statements, including the notes thereto,
contained elsewhere in this Prospectus. Unless otherwise indicated, all
information in this Prospectus (i) gives effect to a 2.5-for-1 stock split of
each share of the Company's Common Stock to be effected prior to consummation
of the Offering; (ii) assumes the Kilovac Share Exchange (as described under
"Certain Relationships and Related Transactions--Kilovac Acquisition") has been
completed; and (iii) assumes the Underwriters' over-allotment option is not
exercised. See "Underwriting." Unless otherwise indicated, all amounts and
statistical information presented herein for fiscal 1995, other than financial
statement information and information contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations," is presented on a
pro forma basis after giving effect to the acquisitions of Kilovac Corporation
and the Hartman Electrical Manufacturing Division (the "Hartman Division" or
"Hartman") of Figgie International, Inc. ("Figgie"). Unless the context
otherwise specifically requires, references to the "Company" include CII
Technologies Inc. and its consolidated operating subsidiaries, together with
the historical business and operations undertaken by Communications
Instruments, Inc. (the "Predecessor").
THE COMPANY
The Company is a leading designer, manufacturer and marketer of a broad line
of high performance electromechanical and solid state relays and solenoids for
customers in the commercial/industrial equipment, commercial airframe,
defense/aerospace, communications, automatic test equipment and automotive
industries. The Company's relays are used to control current or signals in
electrical and electronic circuits and are technological building blocks for a
wide range of products. While the Company is a broad-based supplier of general
and special purpose relays and solenoids, it has focused on manufacturing high
performance relay products and targeting customized applications of these
products to meet the needs of the markets it serves. The Company's high
performance relays are sophisticated, complex devices that have been engineered
for highly reliable performance over substantial periods of time, often in
adverse operating environments. The Company sells its products to more than
2,100 customers, including Boeing, AT&T, Rockwell, Hewlett Packard, McDonnell
Douglas and General Motors.
To further penetrate and expand the size and number of markets that it
serves, the Company seeks to leverage its broad product offering, its
reputation for quality, innovation and technological leadership, its diverse
and efficient manufacturing capabilities and its wide and diversified customer
base. In addition, the Company's successful implementation of its acquisition
strategy and integration of acquired companies and product lines into its
operations have produced significant growth in the Company's revenues. Since
its inception in 1980, the Company has completed 13 acquisitions for an
aggregate consideration of approximately $36.0 million. In October 1995 the
Company acquired (the "Kilovac Acquisition") Kilovac Corporation ("Kilovac")
and in July 1996 the Company completed the acquisition of the Hartman Division
(the "Hartman Acquisition"). Net sales of Kilovac and Hartman for 1995
represented 21.5% and 25.5%, respectively, of the Company's pro forma net sales
for 1995.
The Company believes that these acquisitions have enabled it to become one of
the five largest relay manufacturers in North America. The Company plans to
enhance its growth by strategically acquiring product lines and manufacturing
operations to obtain new product capabilities and technologies, to further
increase market penetration with both existing and new customers, and to expand
manufacturing and assembly capabilities.
Electromechanical and solid state relays (which are used to direct and
control electrical currents and signal transmissions) and solenoids (which are
used to convert electrical energy into mechanical motion) have a myriad of
commercial and industrial applications. The Company currently manufactures and
assembles more than 750 types of relays and solenoids and believes that it has
one of the largest and most diverse product portfolios of any manufacturer in
its industry. The Company believes that its sales as a sole source supplier of
high performance relays and solenoids represented approximately 53% of its net
sales for 1995.
3
The Company currently manufactures high performance relays at its four
facilities in the United States and general purpose relays at its facility in
Mexico. The Company also maintains several subcontracting relationships with
manufacturers in the People's Republic of China, and the Company has entered
into a joint venture in India which has recently commenced construction of a
manufacturing facility. The Company believes that its domestic and
international manufacturing capabilities allow it to provide to its customers
high quality products at globally competitive prices.
THE OFFERING
Common Stock Offered by
the Company............ 3,500,000 shares
Common Stock to be
Outstanding After the
Offering............... 6,500,000 shares (1)
Use of Proceeds......... Repayment of indebtedness and redemption of preferred
stock. See "Use of Proceeds."
Proposed Nasdaq National
Market Symbol.......... CIIT
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(1) Includes 450,000 shares anticipated to be issued upon the completion of
this Offering as part of the Kilovac Share Exchange, assuming an initial
public offering price of $10.00 per share. The actual number of shares
issuable in the Kilovac Share Exchange will be calculated by dividing $4.5
million by the initial public offering price per share in the Offering. See
"Certain Relationships and Related Transactions--Kilovac Acquisition."
4
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FISCAL YEARS ENDED DECEMBER 31, THREE MONTHS ENDED
-------------------------------------- ------------------------------
PRO
PRO FORMA
PRO FORMA AS ADJUSTED
FORMA AS ADJUSTED APRIL 2, MARCH 31, MARCH 31,
1993(1) 1994 1995 1995(2) 1995 1996 1996(3)
-------- ------- ------- ----------- -------- --------- -----------
STATEMENT OF OPERATIONS
DATA:
Net sales.............. $25,473 $31,523 $39,918 $68,408 $9,216 $13,119 $18,214
Cost of sales.......... 21,776 24,330 28,687 46,598 6,839 9,193 12,919
------- ------- ------- ------- ------ ------- -------
Gross profit........... 3,697 7,193 11,231 21,810 2,377 3,926 5,295
Selling expenses....... 2,057 2,382 3,229 4,961 656 1,148 1,221
General and
administrative
expenses.............. 1,736 2,248 3,334 5,749 656 1,187 1,478
Research and develop-
ment.................. 62 103 301 1,463 39 265 265
Amortization of
goodwill and other
intangible assets..... 173 177 251 808 52 122 194
Special compensation
charge(4)............. -- -- 1,300 -- -- -- --
Environmental
expenses(5)........... -- -- 951 -- -- -- --
Special acquisition
expenses(6)........... 419 -- 2,064 -- 568 -- --
------- ------- ------- ------- ------ ------- -------
Operating income
(loss)................ (750) 2,283 (199) 8,829 406 1,204 2,137
Interest expense....... 1,760 1,833 2,997 1,501 555 874 375
------- ------- ------- ------- ------ ------- -------
Income (loss) before
taxes and minority
interest.............. (2,468) 450 (3,194) 7,247 (147) 330 1,763
Income tax expense
(benefit)............. (908) 178 (1,076) 2,948 (59) 142 712
------- ------- ------- ------- ------ ------- -------
Net income (loss)...... (1,560) 272 (2,153) 4,299 (88) 172 1,051
Preferred stock
dividend.............. 185 185 210 -- 46 93 --
------- ------- ------- ------- ------ ------- -------
Net income (loss)
available for common
stock................. $(1,745) $ 87 $(2,363) $ 4,299 $ (134) $ 79 $ 1,051
======= ======= ======= ======= ====== ======= =======
Net income (loss) per
common share.......... $ (.93) $ .66 $ (.05) $ .03 $ .16
======= ======= ====== ======= =======
Average shares
outstanding........... 2,536 6,486 2,520 2,550 6,500
MARCH 31, 1996
-----------------------
PRO FORMA
ACTUAL AS ADJUSTED(3)
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BALANCE SHEET DATA:
Working capital........................................ $ 9,825 $19,851
Total assets........................................... 48,359 69,924
Total debt............................................. 30,004 18,319
Cumulative redeemable preferred stock.................. 4,590 --
Total stockholders' equity (deficit)................... (2,426) 32,185
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(1) Pro forma statement of operations data for the year ended December 31,
1993 represent the results of the Predecessor for the portion of the year
ended May 11, 1993 and the results of the Company for the portion of the
year beginning after May 11, 1993, together with pro forma adjustments
(which adjustments include additional depreciation ($644,000),
amortization of goodwill ($11,000) and interest expense ($597,000)), as if
the CII Acquisition (which was completed on May 11, 1993) had occurred on
January 1, 1993. In allocating the purchase price in connection with the
CII Acquisition, the Company recorded an increase in inventory to
estimated fair market value of $986,000 which was reflected in cost of
sales. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--General" and "Selected Consolidated Financial
Information."
(2) Gives effect to (i) the Hartman Acquisition and the Kilovac Acquisition,
(ii) the Kilovac Share Exchange, (iii) the sale by the Company of
3,500,000 shares of Common Stock in the Offering at an assumed initial
public offering price of $10.00 per share and the application of the
proceeds therefrom as described in "Use of Proceeds", including, without
limitation, the repayment of debt and the redemption of outstanding
cumulative redeemable preferred stock and the elimination of accrued and
unpaid dividends in connection therewith, and (iv) the elimination of a
$1.3 million special compensation charge (as described in footnote 4), the
elimination of $951,000 of environmental expenses (as described in
footnote 5) and the elimination of special acquisition expenses (as
described in footnote 6), in each case as adjusted to reflect the
corresponding tax expenses/benefits associated with such adjustments and
as if such transactions (in the case of the events described in clauses
(i), (ii) and (iii)) had occurred on January 1, 1995. See "Use of
Proceeds," "Capitalization," "Pro Forma Condensed Consolidated Financial
Information," "Management's Discussion and Analysis of Financial Condition
and
5
Results of Operations," "Certain Relationships and Related Transactions--
Kilovac Acquisition" and the Company's Consolidated Financial Statements
and the Notes thereto.
(3) Gives effect to (i) the Hartman Acquisition, (ii) the Kilovac Share
Exchange and (iii) the sale by the Company of 3,500,000 shares of Common
Stock in the Offering at an assumed initial public offering price of
$10.00 per share and the application of the proceeds therefrom as
described in "Use of Proceeds," including, without limitation, the
repayment of debt and the redemption of outstanding cumulative redeemable
preferred stock and the elimination of accrued and unpaid dividends in
connection therewith, in each case as adjusted to reflect the
corresponding tax expenses/benefits associated with such adjustments and
as if such transactions had occurred on January 1, 1995 in the case of
the statement of operations data and at March 31, 1996 in the case of
balance sheet data.
(4) Reflects a special compensation charge of $1.3 million which represents
(i) the difference between the purchase price of Common Stock issued to
seven employees on December 1, 1995 and the estimated fair market value
of such shares (based upon the appraised value on December 1, 1995) and
(ii) a related special cash bonus granted by the Company to the same
seven employees to pay taxes associated with such stock issuances.
(5) Reflects a non-recurring charge of $951,000 which represents primarily
the costs incurred to date and the present value of the estimated future
costs payable by the Company over the next 30 years for groundwater
remediation at the Fairview facility. See "Business--Environmental
Matters."
(6) Special acquisition expenses in 1993 consist primarily of costs related
to the relocation of a facility following the acquisition of Midtex
Relays and costs associated with relocating the operations acquired from
West Coast Electrical Manufacturing Co. and CP Clare. Such expenses in
1995 include costs primarily related to (i) the relocation of certain
assets acquired from HiG Relays and Deutsch Relays, and (ii) the write-
off of an agreement with a business development consultant. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations--Results of Operations."
6
THE COMPANY
OVERVIEW
The Company is a leading designer, manufacturer and marketer of a broad line
of high performance electromechanical and solid state relays and solenoids for
customers in the commercial/industrial equipment, commercial airframe,
defense/aerospace, communications, automatic test equipment and automotive
industries. The Company's relays are used to control current or signals in
electrical and electronic circuits, and are technological building blocks for
a wide range of products. While the Company is a broad-based supplier of
general and special purpose relays and solenoids, it has focused on
manufacturing high performance relay products and targeting customized
applications of these products to meet the needs of the markets it serves. The
Company's high performance relays are sophisticated, complex devices that have
been engineered for highly reliable performance over substantial periods of
time, often in adverse operating environments. The Company sells its products
to more than 2,100 customers including Boeing, AT&T, Rockwell, Hewlett
Packard, McDonnell Douglas and General Motors.
Relays are electrically operated switches which are used to control current
or signals in electrical or electronic circuits. Solenoids are
electromechanical devices which convert electric power into mechanical motion.
Because relays and solenoids are used to perform a basic function, they are
found in thousands of electrical and electronic devices. The Company's
business strategy has been to focus on providing high performance, highly
reliable products with sophisticated and customized applications. The
operations of the Company are conducted through its CII division, which
manufactures high performance signal level relays and solenoids (the "CII
Division"); the Midtex division, which manufactures general purpose relays
(the "Midtex Division"); the Kilovac division, which manufactures high
performance high voltage relays (the "Kilovac Division"); and the Hartman
Division, which manufactures high performance high current relays.
Communications Instruments, Inc. (the "Predecessor") was initially formed in
1980 by Ramzi Dabbagh (the Chairman, President and Chief Executive Officer of
the Company) and a group of private investors. The Company made its initial
acquisition of several relay and switch products from the CP Clare division of
General Instruments in 1980, and, since that initial acquisition, Mr. Dabbagh
and his management team have pursued a growth strategy of acquiring
manufacturers of relay products and related components, consolidating the
acquired companies and/or their product lines into the Company's manufacturing
facilities, and eliminating significant overhead. The Company has completed 13
acquisitions since 1980 for an aggregate consideration of approximately $36.0
million, including the purchase of stand-alone companies, divisions of larger
companies and individual product lines. The Company believes that these
acquisitions have enabled it to become one of the five largest relay
manufacturers in North America.
In order to provide liquidity for the original shareholder group and
position the Company for future growth, Stonebridge Partners, together with
the management team, acquired the Predecessor in May 1993 (the "CII
Acquisition"). Since the CII Acquisition, the Company has acquired a high
performance relay product line of Deutsch Relays Inc. (the "Deutsch
Acquisition"), purchased certain assets of HiG Relays Inc. (the "HiG
Acquisition") and purchased in October 1995 an 80% interest in Kilovac, a
California-based relay manufacturer. Kilovac is a leading global supplier of
high voltage and direct current relays. See "Certain Relationships and Related
Transactions--Kilovac Acquisition." In July 1996 the Company purchased from
Figgie the assets of its Hartman Division. Hartman is a leading manufacturer
of high performance power relays with high current switching capability. These
high performance power relays have applications in the primary and secondary
power distribution circuits used in the commercial and military airframe,
aerospace and rail transportation industries. A significant portion of
Hartman's products are custom designed to meet customer requirements and
specifications. The Company believes that Hartman derived approximately 75% of
its 1995 revenues from sales as a sole source supplier. The Company also
recently acquired a 25% interest in a joint venture, CII Guardian
International
7
Limited, to be operated in India with Guardian Controls Ltd., a company with
which the Company has had a longstanding business relationship (the "Indian
Joint Venture"). The Indian Joint Venture facility is expected to commence
production of relays for the Company's global markets in the third quarter of
1996 and thereafter expand into manufacturing of sub-assemblies and solenoids.
The Company has also developed manufacturing capability in The People's
Republic of China ("China") through subcontracting arrangements with five
manufacturers, which provide general purpose relays, sub-assemblies and
solenoids to the Company.
The Company's executive offices are located at 1396 Charlotte Highway,
Fairview, North Carolina, 28730, and its telephone number is (704) 628-1711.
8
RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Exchange Act. Actual results could
differ materially from those projected in the forward-looking statements as a
result of certain of the risk factors set forth below and elsewhere in this
Prospectus. Prospective purchasers of the Common Stock should consider
carefully the following specific information, together with the other
information set forth in this Prospectus, before purchasing any shares of
Common Stock offered hereby.
EXPANSION THROUGH ACQUISITIONS
The overall relay and solenoid markets are relatively mature and stable.
Accordingly, the Company has and will continue to pursue a business strategy
of growing its business and product lines through strategic acquisitions in
order to grow at a faster rate than the markets it serves. The Company's
ability to continue to expand through acquisitions, however, will depend upon
the availability of suitable acquisition candidates, the Company's ability to
consummate such transactions and, in certain circumstances, the availability
of financing on terms acceptable to the Company. There can be no assurance
that the Company will be effective in making acquisitions. Such transactions
involve numerous risks, including possible adverse short-term effects on the
Company's operating results and the market price of the Company's Common
Stock. While the Company regularly evaluates potential acquisition candidates
in the ordinary course of its business, as of the date of this Prospectus
there are no commitments or agreements with respect to any acquisition. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Acquisition Strategy."
INTEGRATION OF ACQUIRED BUSINESSES
The Company seeks to effectively consolidate acquired product lines and
assets into its business and, through eliminating overhead and benefiting from
synergies with the Company's existing manufacturing techniques and sales
force, increase the profit margins of the acquired assets. The success of any
acquisition will depend in large part on the Company's ability to effectively
integrate the acquired assets into its existing business. Integrating acquired
businesses may, for example, result in a loss of customers of the acquired
businesses and, if the acquired company has significant losses when purchased,
may have a short-term dilutive effect on the Company's results of operations.
The process of consolidating acquired businesses requires significant
management attention, may place significant demands on the Company's
operations, information systems and financial resources, and may also result
in costs that may adversely affect the Company's results of operations. The
failure to effectively integrate acquired businesses with the Company's
operations could adversely affect the Company. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "Business--
Acquisition Strategy," and "--Sales and Distribution."
RISKS RELATED TO THE HARTMAN ACQUISITION
The Company has assumed certain risks in connection with its recently
completed Hartman Acquisition.
Approximately 75% of Hartman's employees are represented by the
International Union of Electronics, Electrical, Salaried, Machine and
Furniture Workers AFL, CIO. As a result of the Hartman Acquisition, these
employees are working under temporary terms of employment while the Company
and the union negotiate a new collective bargaining agreement. If the Company
and the union cannot agree as to the terms of a new collective bargaining
agreement, or if the terms of that agreement are not favorable to the Company,
the Company's results of operations could be materially and adversely
affected.
The Company has also assumed a contractual obligation to produce and sell
relay components of electrical load management systems. This contract
accounted for $1.4 million, or 8.0%, of Hartman's revenues for fiscal 1995
and, for the first three months of 1996, $1.3 million, or 22.2%, of Hartman's
revenues (7.2% of the Company's pro forma net sales for the first three months
of 1996). This contract is unprofitable, and, in connection with the Hartman
Acquisition, the Company has assumed a reserve previously established by
9
Hartman of approximately $2.6 million in anticipation of losses that the
Company expects to incur as this contract is fulfilled over the next two
years. To the extent that actual losses attributable to this contract exceed
the amount reserved therefor, the Company's results of operations may be
adversely affected. If purchases under this contract are reduced or the
contract is not renewed, future revenues would decline, and, in the absence of
offsetting new sales, the Company's gross profit would be adversely affected.
Due to the nature of the industry that Hartman serves, its customer base is
highly concentrated. Approximately 86% and 91% of net sales in 1994 and 1995,
respectively, were to Hartman's ten largest customers. Four customers in 1994
and three customers in 1995 exceeded 10% of Hartman's net sales. Sales to
these customers accounted for 47.9% of net sales in 1994 and 47.0% of net
sales in 1995. The loss of one or more of these customers could have a
material adverse effect on the Company's result of operations.
INTERNATIONAL OPERATIONS AND FOREIGN INSTABILITY
General. In fiscal 1995, approximately 21.6% of the Company's cost of sales
was attributable to operations located outside the United States, consisting
primarily of the operations of the Company's Midtex Division located in
Juarez, Mexico and the operations of several Asian-based subcontractors which
supply the Company with finished goods, sub-assemblies and raw materials.
Foreign manufacturing is subject to various risks, including exposure to
currency fluctuations, political and economic instability, the imposition of
foreign tariffs and other trade barriers, and changes in governmental
policies. While the Company has not historically experienced material adverse
effects due to its foreign operations, the Company's foreign operations may
incur increased costs and experience delays or disruptions in product
deliveries that could cause loss of revenue and damage to customer
relationships.
A portion of the Company's cost of sales and net sales is derived from
international operations which are conducted in foreign currencies. Changes in
the value of these foreign currencies relative to the U.S. dollar in the past
have affected, and in the future may affect, the Company's results of
operations and financial position. In fiscal 1995, the devaluation of the
Mexican peso relative to the U.S. dollar had a favorable impact on the
Company's results of operations. An increase in the value of the peso relative
to the U.S. dollar in the future may have an adverse effect on the Company's
results of operations. The Company has not engaged in currency hedging
transactions in the past, though it may undertake currency hedging in the
future.
A significant portion of the Company's manufacturing, testing, and assembly
operations are performed in Mexico and by subcontractors located in China,
India, Taiwan, and Japan. In certain of these locations, there is a limited
pool of skilled workers. There can be no assurance that the Company or its
subcontractors will be able to continue to hire and train sufficiently skilled
personnel as the Company expands its international manufacturing operations.
Mexico. Mexico has recently experienced economic, political and civil
instability that have contributed to the devaluation of the peso, as well as
other adverse economic and social effects. In fiscal 1995, approximately 13.1%
of the Company's products were manufactured or assembled in its facility in
Juarez, Mexico, where approximately one-fourth of the Company's total labor
force is located. While the Company believes that it has adequate access to
and from Mexico to transport partially finished and fully assembled goods, any
disruption in the political or economic stability of that country could
substantially and adversely affect the Company's operations. While the Company
believes that its relations with its Mexican work force is good, economic
instability and the devaluation of the peso may have a destabilizing effect on
the workforce which could have a material adverse effect on the Company.
China. A portion of the Company's general purpose relays, solenoids and sub-
assemblies are produced in subcontract facilities in China. Since 1980, China
has enjoyed "most favored nation" ("MFN") status under United States tariff
laws, which provides the most favorable category of United States import
duties. China's MFN status is annually reviewed by Congress. The loss of MFN
status for China would result in a substantial increase in the duty for
products manufactured in China and imported into the United States. The
Company retains a business agent in China to assist the Company in developing
subcontracting arrangements. The
10
Company believes that the loss of China's MFN status or the services of the
Company's agent in China is not likely to have a long-term adverse effect on
the Company's business because the Company is prepared to shift its
manufacturing to other countries or develop relationships with new business
agents. However, such a loss in either case could have a short-term adverse
effect until alternative manufacturing or business arrangements could be made.
India. The Company expects the Indian Joint Venture to commence production
of relays in the third quarter of 1996. The Company trained the employees of
the Indian Joint Venture in its North Carolina facilities and is currently
transferring the assembly equipment for certain of its product lines to the
Indian Joint Venture's facility. India has from time to time experienced
social and civil unrest relating to ethnic, religious and political
differences among India's population. This unrest has occasionally caused
significant economic disruptions within India. Future changes in government
policies, and social, political, economic or other future developments in or
affecting India may adversely affect the operations of, and the Company's
economic interest in, the Indian Joint Venture. The Company does not have a
controlling interest in the Indian Joint Venture. In addition, there can be no
assurance that the operations of the Indian Joint Venture will support the
manufacturing capability and international sales objectives of the Company.
See "Business--Facilities--Indian Joint Venture."
DEPENDENCE ON INDEPENDENT SALES REPRESENTATIVES AND DISTRIBUTORS
The Company conducts virtually all of its sales through independent sales
representatives and distributors. The Company's distributors are not subject
to minimum purchase requirements and certain of these distributors sell
competing products. The sales representatives and distributors can discontinue
marketing the Company's products with minimal notice. The loss of, or a
significant reduction in sales volume through, one or more of the Company's
independent sales representatives or distributors could have a material
adverse effect on the Company's operating results. See "Business--Sales and
Distribution."
DEPENDENCE ON SENIOR MANAGEMENT
The Company's future performance will depend, in part, upon the efforts and
abilities of the Company's senior management employees. The loss of service of
one or more of these persons could have an adverse effect on the Company's
business and development. The Company has entered into employment agreements
with Ramzi A. Dabbagh (the Company's Chairman, President and Chief Executive
Officer) and G. Daniel Taylor (the Company's Executive Vice President of
Business Development), each of which agreements terminates in May 1998, and
the Company maintains key-man life insurance on Messrs. Dabbagh and Taylor.
The Company has also entered into employment agreements with Michael A.
Steinback (President of the CII Division) and David Henning (Chief Financial
Officer of the Company), which agreements expire in April 1997 and December
1996, respectively, and are automatically renewed each year. The success of
certain recent and future acquisitions completed by the Company may also
depend, in part, on the Company's ability to retain key management of the
acquired businesses. The President of the Kilovac Division, Douglas Campbell,
is expected to leave his position upon the expiration of his employment
agreement in December 1996. The Company has selected a senior member of the
management team of the Kilovac Division to replace Mr. Campbell and has
entered into employment agreements with four key executives of the Kilovac
Division, each of which expires on October 31, 1998. See "Management--
Employment Agreements."
COMPETITION
The markets in which the Company operates are highly competitive. Several of
the Company's competitors have greater financial, marketing, manufacturing and
distribution resources than those of the Company. There can be no assurance
that the Company will be able to compete successfully in the future against
its existing competitors or that the Company will not experience increased
price competition, which could adversely affect the Company's results of
operations. The Company also faces competition for acquisition opportunities
from its large competitors. Barriers to entry exist in the high performance
relay markets in the form of stringent commercial and military qualifications
required to sell products to certain customers or for certain applications.
11
The Company holds military qualifications (QPL) for 29 of its product types.
Obtaining and maintaining these qualifications is contingent upon successful
completion of rigorous facility and product testing on a regular basis and at
significant cost. The elimination by the military or certain commercial
customers of such qualification requirements would lower these barriers to
entry and enable other relay manufacturers to sell products to such customers.
See "Business--Competition."
COMPLIANCE WITH MILITARY QUALIFICATIONS
During 1995, approximately $9.7 million (14.2%) of the Company's total
revenue was derived from the sale of military qualified products. Maintaining
military qualifications is dependent upon successful completion of rigorous
environmental and life testing of the Company's qualified products on a
regular basis. From time to time, test failures occur in specific lots of
relays which exceed a predetermined statistical limit. When that occurs the
Company interrupts the production and shipping of the individual family of
products involved while the cause of the failures is investigated and
corrected. The Company does not resume production and shipment until the
report of the incident and a corrective action plan has been approved by the
governmental authority responsible for product qualifications. Historically,
such problems have occurred infrequently and production delays have been
brief. If a testing problem occurs in the future which cannot be resolved
quickly or if a proposed corrective action is not acceptable to the
government, production and shipping delays could be extended and the
operations of the Company could be adversely affected.
DEPENDENCE ON RAW MATERIALS AND LIMITED OR SOLE SOURCE SUPPLIERS
The Company's business is dependent upon maintaining access to adequate
supplies of certain raw materials, such as copper, silver, gold, palladium,
tin, iron, nickel, magnesium, cobalt and/or alloys of those raw materials. The
Company also requires specific types of plastic and ceramic materials and
glass for the manufacture of its products. Certain grades of these materials
are obtained from limited or single source suppliers. The Company does not
have long-term guaranteed supply agreements with its suppliers. While the
Company has not previously experienced significant interruptions in raw
material supplies, there can be no assurance that in the future significant
disruption or termination of the supply of these materials or a significant
increase in cost of these materials will not occur, which could result in a
material adverse effect on the Company's operations.
UNCERTAINTY OF INTELLECTUAL PROPERTY PROTECTION AND POSITION
The Company holds seven patents and has a number of applications for patents
pending. There can be no assurance that the Company's patents will prove to be
enforceable, that any patents will be issued with respect to those for which
applications have been made, or that competitors will not develop functionally
similar devices outside the protection of any patents the Company has or may
obtain. The Company has from time to time received, and may in the future
receive, communications from third parties alleging that certain of the
Company's products or technologies infringe the proprietary rights of such
third parties. There can be no assurance that the Company is not infringing
the proprietary rights of any third party. In addition, there can be no
assurance that, if the Company is so infringing the property rights of any
third party, a license to such rights would be available on commercially
reasonable terms, if at all. In the event of any such infringement, the
Company's results of operations could be materially and adversely affected.
See "Business--Proprietary Rights."
TECHNICAL OBSOLESCENCE
The markets for the Company's products are characterized by technological
change and new product introductions. To remain competitive, the Company must
continue to develop new process and manufacturing capabilities to meet
customers' needs and new product requirements, continue to enhance existing
products and introduce new products that reduce size, increase performance and
reliability and allow for improved manufacturing efficiency. If the Company is
unable to develop such new capabilities, or is unable to design, develop and
introduce competitive new products on a timely basis, its future operating
results may be materially and adversely affected.
12
ENVIRONMENTAL MATTERS
The Company is subject to various foreign, federal, state and local
environmental laws and regulations. The Company believes its operations are in
material compliance with such laws and regulations. However, there can be no
assurance that violations will not occur or be identified, or that
environmental laws and regulations will not change in the future, in a manner
that could materially and adversely affect the Company.
Under certain circumstances, such environmental laws and regulations may
also impose joint and several liability for investigation and remediation of
contamination at locations owned or operated by the Company or its
predecessors, or at locations at which wastes or other contamination
attributable to the Company or its predecessors have come to be located. The
Company can give no assurance that such liability at facilities the Company
currently owns or operates, or at other locations, will not arise or be
asserted against the Company or entities for which it may be responsible. Such
other locations could include, for example, facilities formerly owned or
operated by the Company (or an entity or business that the Company has
acquired), or locations to which wastes generated by the Company (or an entity
or business that the Company has acquired) have been sent. The Company has
been identified as a potentially responsible party under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended ("CERCLA"), for investigation and remediation costs at two sites
neither owned nor operated by the Company. In addition, soil and groundwater
contamination has been identified at and about the Company's Fairview, North
Carolina facility, and that site has been included in the North Carolina
Department of Environmental, Health, & Natural Resources' Inactive Hazardous
Waste Sites Priority List. The Mansfield, Ohio property, at which the Company
recently has acquired operations in connection with the Hartman Acquisition,
may contain contamination at levels that will require further investigation
and may require soil and/or groundwater remediation. At each of these
locations, the Company could become subject to liability that, except under
certain circumstances, is joint and several for the total cost of
investigating and remediating the site. Such liability, or liability at
locations yet to be identified, could under certain circumstances materially
and adversely affect the Company. See "Business--Environmental Matters."
CONTROL BY PRINCIPAL STOCKHOLDERS
Upon completion of the Offering, CII Associates, L.P. (the "Partnership")
will own in the aggregate approximately 33.1% of the outstanding Common Stock
of the Company (and 30.6% of the outstanding Common Stock if the Underwriters
exercise their over-allotment option in full). Consequently, the Partnership,
through its Common Stock holdings and its representation on the current Board
of Directors, which includes three nominees designated by it, may exercise
significant influence over the policies and direction of the Company. See
"Ownership of Common Stock."
USE OF PROCEEDS TO REPAY DEBT OWING TO EXISTING STOCKHOLDERS
After the application of approximately $17.3 million of the net proceeds to
repay a portion of amounts owing to its senior lenders, $1.45 million of the
net proceeds will be used to repay promissory notes held by Mr. Dabbagh and
three other original stockholders of the Predecessor. In addition, $7.3
million of the net proceeds will be used to repay amounts owing under the
Company's subordinated promissory notes held by CII Associates, L.P. (the
"Partnership"), which is controlled by Stonebridge Partners and is the
Company's principal stockholder, and $4.6 million of the net proceeds will be
used to redeem all of the Company's outstanding Preferred Stock, including
accrued and unpaid dividends, held by the Partnership. See "Use of Proceeds"
and "Ownership of Common Stock."
ANTI-TAKEOVER PROVISIONS
The Certificate of Incorporation and Bylaws of the Company, as expected to
be amended prior to consummation of the Offering, will contain special notice
and other provisions the effect of which could be to discourage non-negotiated
takeover attempts, which some stockholders might otherwise deem to be in their
13
interests. As a Delaware corporation, the Company is also subject to certain
provisions of Delaware corporation law which may also discourage or make more
difficult a takeover attempt. See "Description of Capital Stock--Certain
Certificate of Incorporation, Bylaw and Statutory Provisions Affecting
Stockholders."
SHARES ELIGIBLE FOR FUTURE SALE; POSSIBLE ADVERSE EFFECT ON FUTURE MARKET
PRICES
Upon completion of the Offering, the Company will have 6,500,000 shares of
Common Stock outstanding (7,025,000 if the Underwriters' over-allotment option
is exercised in full). The 3,500,000 shares of Common Stock offered hereby
(plus an additional 525,000 shares if the Underwriters' over-allotment option
is exercised in full) will be freely tradeable without restriction or
registration under the Securities Act, by persons other than "affiliates" (as
defined under the Securities Act) of the Company. All the remaining 3,000,000
shares of Common Stock are "restricted securities," as that term is defined
under Rule 144 ("Rule 144") promulgated under the Securities Act, and must be
sold pursuant to Rule 144 or another exemption from registration under the
Securities Act. Substantially all of such restricted securities will be
subject to "lock-up" agreements under which the holders of such shares will
agree not to sell or otherwise dispose of any shares of Common Stock for a
period of 365 days without the prior written consent of the Representatives of
the Underwriters. In addition, the 3,000,000 shares of Common Stock held by
the Company's current stockholders and the participants in the Kilovac Share
Exchange have certain rights with respect to the registration of their
restricted securities under the Securities Act. See "Certain Relationships and
Related Transactions--Registration Rights" and "Underwriting."
No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that such sales could occur, may
adversely affect prevailing market prices for the Common Stock and could
impair the Company's ability to raise capital through the sale of additional
equity securities. See "Shares Eligible for Future Sale."
DILUTION
The estimated initial public offering price is higher than the pro forma net
tangible book value per share of Common Stock. Investors purchasing shares of
Common Stock in the Offering will therefore incur immediate dilution in net
tangible book value per share of Common Stock of approximately $ 7.90. See
"Dilution."
NO PRIOR PUBLIC MARKET
Prior to the Offering, there has been no public market for the Common Stock.
There can be no assurance that an active public market will develop for the
Common Stock after the Offering. The initial public offering price will be
determined through negotiations among the Company and the Representatives of
the Underwriters and may not be indicative of the market price for the Common
Stock after the Offering. See "Underwriting" for factors to be considered in
determining the initial public offering price of the Common Stock.
14
USE OF PROCEEDS
The net proceeds to the Company from the Offering are estimated to be $31.2
million (assuming an initial public offering price of $10.00 per share), after
deducting the estimated underwriting discounts and estimated offering expenses
payable by the Company.
The Company intends to use the net proceeds of the Offering as follows: (i)
approximately $17.3 million will be used to repay a portion of the $35.5
million owing under the Company's senior credit facility (the "Credit
Facility"), approximately $9.8 million of which was incurred in October 1995
to finance the Kilovac Acquisition and approximately $12.9 million of which
was incurred in July 1996 to finance the Hartman Acquisition;
(ii) approximately $1.45 million will be used to repay senior subordinated
promissory notes held by Mr. Dabbagh and three other original shareholders of
the Predecessor (the "Seller Notes"); (iii) approximately $1.7 million will be
used to repay the senior subordinated promissory note issued by the Company to
the Partnership on October 11, 1995 in connection with the Kilovac Acquisition
(the "Kilovac Note"); (iv) approximately $5.3 million will be used to repay
amounts (including interest) owing under the promissory note issued by the
Company to the Partnership in connection with the CII Acquisition (the "CII
Note"); (v) $300,000 will be used to repay three subordinated promissory notes
issued by the Company and held by the Partnership (the "Capital Notes"); and
(vi) approximately $4.6 million will be used to redeem an equivalent amount of
the Company's outstanding Cumulative Redeemable Preferred Stock held by the
Partnership, including accrued and unpaid dividends. In connection with the
consummation of the initial public offering, the Company will also pay to its
senior lenders a success fee in the amount of $500,000 (based on the assumed
initial public offering price).
The amounts outstanding under the Credit Facility are due on October 11,
2000, and consist of revolving loans bearing interest at the lender's
reference rate plus 1.5% per annum, as well as term loans bearing interest at
the lender's reference rate plus 2% per annum. The Seller Notes and the
Capital Notes each bear interest at 9.25% per annum and mature on May 11,
2003. The CII Note bears interest at 9.25% per annum and one-half of the
unpaid principal of such note is due on each of May 31, 2002 and May 31, 2003.
The Kilovac Note also bears interest at 9.25% per annum, and one-half of the
unpaid principal on that note is due on each of October 11, 2004 and October
11, 2005. Amounts due under the CII Note and the Kilovac Note, $1.2 million
and $74,000, respectively, represent accrued and unpaid interest, bearing
interest, in each case, at an 11.75% per annum penalty rate.
If the Underwriters' over-allotment is exercised, the additional proceeds
received will be used by the Company to repay amounts owing to its senior bank
lenders under the Credit Facility.
DIVIDEND POLICY
The Company has not declared or paid any cash dividends on its Common Stock
in the past and currently intends to retain its earnings to finance future
acquisitions and for general corporate purposes and therefore does not
anticipate paying any cash dividends on its Common Stock in the foreseeable
future. Any future determination to pay cash dividends will be made by the
Board of Directors in light of the Company's earnings, financial condition,
capital and other cash requirements and such other factors as the Board of
Directors deems relevant at such time. The Company's credit facilities have in
the past and are likely to continue to contain significant restrictions on the
Company's ability to pay cash dividends.
15
CAPITALIZATION
The following table sets forth the short-term debt and consolidated
capitalization of the Company (i) as of March 31, 1996 and (ii) as adjusted to
give effect to (a) the Kilovac Share Exchange, (b) the Hartman Acquisition and
(c) the sale of 3,500,000 shares of the Common Stock at an assumed initial
public offering price of $10.00 per share and the application of the estimated
net proceeds therefrom. See "Use of Proceeds." This table should be read in
conjunction with the Company's consolidated financial statements, including
the notes thereto, included elsewhere in this Prospectus.
MARCH 31, 1996
--------------------------
ACTUAL AS ADJUSTED
----------- -------------
(DOLLARS IN THOUSANDS)
Short-term debt:
Current portion of long-term debt(1)............. $ 3,037 $ 37
=========== ===========
Long-term obligations(1):
Revolving loans(2)............................... $ 6,744 $ 6,259
Term loans....................................... 12,750 12,000
Seller Notes..................................... 1,450 --
Capital Notes.................................... 300 --
Capitalized lease obligation..................... 23 23
Subordinated notes payable to the Partnership.... 5,700 --
----------- -----------
Total long-term debt........................... 26,967 18,282
Accrued interest on subordinated note............ 1,302 --
Cumulative Redeemable Preferred Stock, $.01 par
value, 170,000 shares authorized; 40,000 shares
Preferred Stock and 40,000 shares Preferred
Stock Series A issued and outstanding, actual;
5,000,000 shares authorized
and none issued and outstanding, as
adjusted(3)..................................... 4,590 --
Common stock, $.01 par value, subject to put
options, 400,000 shares issued and
outstanding(4).................................. 165 --
----------- -----------
Total long-term obligations.................... 33,024 18,282
Stockholders' equity (deficit):
Common stock, $.01 par value, 2,150,000 shares
authorized and 2,150,000 shares issued and
outstanding, actual; and 25,000,000 shares
authorized and 6,500,000 shares issued and
outstanding, as adjusted........................ 22 65
Additional paid-in capital....................... 745 36,343
Retained earnings (deficit)...................... (3,157) (4,187)
Currency translation adjustment.................. (36) (36)
----------- -----------
Total stockholders' equity (deficit)........... (2,426) 32,185
----------- -----------
Total capitalization......................... $ 30,598 $ 50,467
=========== ===========
- --------
(1) For a further description of the Company's debt, see Note 5 of Notes to
Consolidated Financial Statements.
(2) Approximately $12.9 million of the proceeds from the Offering will be used
to repay amounts incurred in July 1996 to finance the Hartman Acquisition.
Shortly after the consummation of the Offering, the Company expects to
amend its senior credit facility. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."
(3) Includes accrued and unpaid dividends on the Cumulative Redeemable
Preferred Stock in the amount of $590,000.
(4) See Note 11 of Notes to Consolidated Financial Statements.
16
DILUTION
As of March 31, 1996, the net tangible book value (deficit) applicable to
the Company's Common Stock, giving effect to the Hartman Acquisition and the
Kilovac Share Exchange, was $(22.1) million, or $(7.36) per share. Net
tangible book value per share is determined by dividing the net tangible book
value (tangible assets less liabilities) of the Company by the number of
shares of Common Stock outstanding at that date, in each case giving effect to
the Hartman Acquisition and the Kilovac Share Exchange as if such transactions
occurred on March 31, 1996. After giving effect to the sale of 3,500,000
shares of Common Stock offered by the Company hereby (at an assumed initial
public offering price of $10.00 per share) and the application of the net
proceeds therefrom, the pro forma net tangible book value applicable to the
Company's Common Stock as of March 31, 1996 would have been $13.7 million or
$2.10 per share. This represents an immediate increase in pro forma net
tangible book value of $9.46 per share to existing stockholders and an
immediate dilution of $7.90 per share to investors purchasing shares in the
Offering. The following table illustrates the per share dilution:
Assumed initial public offering price per share................. $10.00
Net tangible book value (deficit) per share before the Offer-
ing.......................................................... $(7.36)
Increase per share attributable to new investors.............. 9.46
------
Pro forma net tangible book value per share after the Offering.. 2.10
------
Dilution per share to new investors............................. $ 7.90
======
The following table summarizes on a pro forma basis as of March 31, 1996,
the difference between the effective cash consideration paid by the Company's
existing stockholders for shares of Common Stock and the consideration paid by
the purchasers of the 3,500,000 shares of Common Stock to be sold by the
Company in the Offering, and non-cash consideration paid by the participants
in the Kilovac Share Exchange:
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------- ---------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
Existing stockholders...... 2,550,000 39.2% $ 1,025,600 2.5% $ .40
New investors.............. 3,500,000 53.9 35,000,000 86.4 10.00
Participants in the Kilovac
Share Exchange............ 450,000 6.9 4,500,000(1) 11.1 10.00
--------- ----- ----------- -----
Total.................... 6,500,000 100.0% $40,525,600 100.0%
========= ===== =========== =====
- --------
(1) Reflects non-cash consideration recorded in respect of the issuance of
450,000 shares of Common Stock in exchange for the 20% interest in Kilovac
not currently owned by the Company.
17
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information as of the dates
and for the periods indicated were derived from the audited consolidated
financial statements of the Company, except data as of, and for the three
months ended, April 2, 1995 and March 31, 1996 which were derived from the
unaudited consolidated financial statements of the Company but include all
adjustments (consisting of normal recurring adjustments) which management
considers necessary for a full presentation of results for these periods. The
results of operations for the three months ended March 31, 1996 are not
necessarily indicative of the results of operations that may be expected for
the full year. The following selected consolidated financial information
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements of the Company and the related notes thereto, appearing elsewhere
in this Prospectus.
PREDECESSOR COMPANY
--------------------------------- -------------------------------------------------------------------------------
FISCAL YEARS ENDED DECEMBER 31, THREE MONTHS ENDED
-------------------------------------- -------------------------------
FISCAL NINE PRO
YEAR MONTHS JANUARY 1, PRO FORMA
ENDED ENDED 1993 TO MAY 11, PRO FORMA AS ADJUSTED
MARCH 31, DECEMBER 31, MAY 10, 1993 TO FORMA AS ADJUSTED APRIL 2, MARCH 31, MARCH 31,
1992 1992(1) 1993 1993 1993(2) 1994 1995 1995(3) 1995 1996 1996(4)
--------- ------------ ---------- ------- ------- ------- ------- ----------- -------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF
OPERATIONS DATA:
Net sales....... $20,318 $15,346 $ 8,378 $17,095 $25,473 $31,523 $39,918 $68,408 $ 9,216 $13,119 $18,214
Cost of sales... 14,214 10,270 6,684 14,448 21,776 24,330 28,687 46,598 6,839 9,193 12,919
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit.... 6,104 5,076 1,694 2,647 3,697 7,193 11,231 21,810 2,377 3,926 5,295
Selling
expenses....... 1,381 1,065 713 1,344 2,057 2,382 3,229 4,961 656 1,148 1,221
General and
administrative
expenses....... 1,253 842 586 1,150 1,736 2,248 3,334 5,749 656 1,187 1,478
Research and
development.... 77 44 21 41 62 103 301 1,463 39 265 265
Amortization of
goodwill and
other
intangible
assets......... 70 53 45 117 173 177 251 808 52 122 194
Special
compensation
charge(5)...... -- -- -- -- -- -- 1,300 -- -- -- --
Environmental
expenses(6).... -- -- -- -- -- -- 951 -- -- -- --
Special
acquisition
expenses(7).... -- -- 153 266 419 -- 2,064 -- 568 -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income
(loss)......... 3,323 3,072 176 (271) (750) 2,283 (199) 8,829 406 1,204 2,137
Interest
expense........ 289 93 77 1,086 1,760 1,833 2,997 1,501 555 874 375
Other income
(expense)...... 14 100 42 -- 42 -- 2 (81) 2 -- 1
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss)
before taxes... 3,048 3,079 141 (1,357) (2,468) 450 (3,194) 7,247 (147) 330 1,763
Income tax
expense
(benefit)...... -- -- -- (499) (908) 178 (1,076) 2,948 (59) 142 712
Income
applicable to
minority
interest in net
income of
subsidiary..... -- -- -- -- -- -- 35 -- -- 16 --
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income
(loss)......... 3,048 3,079 141 (858) (1,560) 272 (2,153) 4,299 (88) 172 1,051
Preferred stock
dividend....... -- -- -- 102 185 185 210 -- 46 93 --
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income
(loss)
available for
common stock... $ 3,048 $ 3,079 $ 141 $ (960) $(1,745) $ 87 $(2,363) $ 4,299 $ (134) $ 79 $ 1,051
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Net income
(loss) per
common share... $ (.93) $ .66 $ (.05) $ .03 $ .16
======= ======= ======= ======= =======
Average shares
outstanding.... 2,536 6,486 2,520 2,550 6,500
BALANCE SHEET
DATA:
(AT PERIOD END)
Working
capital........ $ 6,284 $ 6,853 $ 8,235 $ 7,313 $ 7,659 $ 9,904 $ 9,494 $ 9,825 $19,851
Total assets.... 11,561 10,825 14,593 25,425 26,836 48,986 28,677 48,359 69,924
Total debt...... 2,451 1,065 4,292 17,393 17,947 30,902 19,355 30,004 18,319
Cumulative
redeemable
preferred
stock.......... -- -- -- 2,102 2,287 4,497 2,333 4,590 --
Total
stockholders'
equity
(deficit)...... 6,958 8,538 7,782 (969) (837) (2,505) (996) (2,426) 32,185
18
- --------
(1) Reflects the change of the Predecessor's fiscal year end from March 31 to
December 31.
(2) Pro forma statement of operations data for the year ended December 31,
1993 represent the results of the Predecessor for the portion of the year
ended May 11, 1993 and the results of the Company for the portion of the
year beginning after May 11, 1993, together with pro forma adjustments
(which adjustments include additional depreciation ($644,000),
amortization of goodwill ($11,000), interest expense ($597,000) and
cumulative redeemable preferred stock ($83,000)), as if the CII
Acquisition (which was completed on May 11, 1993) had occurred on January
1, 1993. In allocating the purchase price for the CII Acquisition, the
Company recorded an increase in inventory of $986,000 which was reflected
in cost of sales in this period due to the revaluation of inventory to
fair market value. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--General."
(3) Gives effect to (i) the Hartman Acquisition and the Kilovac Acquisition,
(ii) the Kilovac Share Exchange, (iii) the sale by the Company of
3,500,000 shares of Common Stock in the Offering at an assumed initial
public offering price of $10.00 per share and the application of the
proceeds therefrom, as described in "Use of Proceeds" including, without
limitation, the repayment of a portion of outstanding debt and the
redemption of outstanding cumulative redeemable preferred stock and the
elimination of accrued and unpaid dividends in connection therewith, and
(iv) the elimination of a $1.3 million special compensation charge (as
described in footnote 5), the elimination of $951,000 of environmental
expenses (as described in footnote 6) and the elimination of special
acquisition expenses (as described in footnote 7), in each case as
adjusted to reflect the corresponding tax benefits associated with such
adjustments and as if such transactions (in the case of the events
described in clauses (i), (ii) and (iii)) had occurred on January 1,
1995. See "Use of Proceeds," "Capitalization," "Pro Forma Condensed
Consolidated Financial Information," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Certain
Relationships and Related Transactions--Kilovac Acquisition" and the
Company's Consolidated Financial Statements and the Notes thereto.
(4) Gives effect to (i) the Hartman Acquisition, (ii) the Kilovac Share
Exchange and (iii) the sale by the Company of 3,500,000 shares of Common
Stock in the Offering at an assumed initial public offering price of
$10.00 per share and the application of the proceeds therefrom as
described in "Use of Proceeds," including, without limitation, the
repayment of debt and the redemption of outstanding cumulative redeemable
preferred stock and the elimination of accrued and unpaid dividends in
connection therewith, in each case as adjusted to reflect the
corresponding tax expenses/benefits associated with such adjustments and
as if such transactions had occurred on January 1, 1995 in the case of
the statement of operations data, and at March 31, 1996 in the case of
balance sheet data.
(5) Reflects a special compensation charge of $1.3 million which represents
(i) the difference between the purchase price of Common Stock issued to
seven employees on December 1, 1995 and the estimated fair market value
of such shares (based upon the appraised value on December 1, 1995) and
(ii) a related special cash bonus granted by the Company to the same
seven employees to pay taxes associated with such stock issuances.
(6) Reflects a non-recurring charge of $951,000 which represents primarily
the costs incurred to date and the present value of the estimated future
costs payable by the Company over the next 30 years for groundwater
remediation at the Fairview facility. See "Business--Environmental
Matters."
(7) Special acquisition expenses in 1993 consist primarily of costs related
to the relocation of a facility following the acquisition of Midtex
Relays and costs associated with relocating the operations acquired from
West Coast Electrical Manufacturing Co. and CP Clare. Such expenses in
1995 include costs primarily related to (i) the relocation of certain
assets acquired from HiG Relays and Deutsch Relays and (ii) the write-off
of an agreement with a business development consultant. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations."
19
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)
The pro forma condensed consolidated statement of operations data for the
fiscal year ended December 31, 1995 gives effect to the Kilovac Acquisition
and the Hartman Acquisition, as if each such transaction had occurred on
January 1, 1995. See "Use of Proceeds," "Certain Relationships and Related
Transactions--Kilovac Acquisition" and "The Company."
The pro forma condensed consolidated statement of operations data for the
three months ended March 31, 1996 and the pro forma condensed consolidated
balance sheet at March 31, 1996 give effect to the Hartman Acquisition, as if
such transaction had occurred on January 1, 1995 and March 31, 1996,
respectively. See "The Company" and "Use of Proceeds."
The pro forma condensed consolidated financial information should be read in
conjunction with the consolidated financial statements of the Company, Kilovac
and the Hartman Division and the related notes thereto included elsewhere in
this Prospectus and with "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The pro forma condensed consolidated
financial information does not purport to represent what the Company's actual
results of operations would have been had such transactions occurred on such
dates nor does it purport to predict or indicate the results of future
operations.
20
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
PRO FORMA
FOR THE
KILOVAC FROM KILOVAC
JANUARY 1, ADJUSTMENTS ADJUSTMENTS ACQUISITION
1995 TO FOR THE FOR THE AND THE PRO FORMA
OCTOBER 11, KILOVAC HARTMAN HARTMAN AS
COMPANY(1) 1995 ACQUISITION HARTMAN ACQUISITION(10) ACQUISITION ADJUSTED(16)
---------- ------------ ----------- ------- --------------- ----------- ------------
STATEMENT OF OPERATIONS
DATA:
Net sales............... $39,918 $11,029 $ -- $17,461 $ -- $68,408 $68,408
Cost of sales........... 28,687 6,453 (174)(6) 11,417 195 (11) 46,578 46,598
------- ------- ------- ------- ------ ------- -------
Gross profit............ 11,231 4,576 174 6,044 (195) 21,830 21,810
Selling expenses........ 3,229 1,287 -- 445 -- 4,961 4,961
General and
administrative
expenses............... 3,334 1,240 -- 2,753 (1,582)(12) 5,745 5,749
Research and
development............ 301 547 -- 615 -- 1,463 1,463
Amortization of goodwill
and other intangible
assets................. 251 -- 270 (7) -- 134 (13) 655 808
Special compensation
charge(2).............. 1,300 -- -- -- -- 1,300 --
Environmental expenses.. 951(3) -- -- 850 (850)(14) 951 --
Special acquisition
expenses(4)............ 2,064 -- -- -- -- 2,064 --
------- ------- ------- ------- ------ ------- -------
Operating income
(loss)................. (199) 1,502 (96) 1,381 2,103 4,691 8,829
Interest expense........ 2,997 35 1,002 (8) 50 1,303 (15) 5,387 1,501
Other income (expense).. 2 9 -- (92) -- (81) (81)
------- ------- ------- ------- ------ ------- -------
Income (loss) before
taxes.................. (3,194) 1,476 (1,098) 1,239 800 (777) 7,247
Income tax expense
(benefit)(5)........... (1,076) 561 (402) 496 318 (103) 2,948
Income applicable to
minority interest in
net income of
subsidiaries........... 35 -- 43(9) -- -- 78 --
------- ------- ------- ------- ------ ------- -------
Net income (loss)....... (2,153) 915 (739) 743 482 (752) 4,299
Preferred stock
dividend............... 210 -- -- -- -- 210 --
------- ------- ------- ------- ------ ------- -------
Net income (loss)
available for common
stock.................. $(2,363) $ 915 $ (739) $ 743 $ 482 $ (962) $ 4,299
======= ======= ======= ======= ====== ======= =======
Net income (loss) per
common share........... $ (.93) $ .66
======= =======
Average shares
outstanding............ 2,536 6,486
- --------
(1) Includes the results of operations of Kilovac from October 12, 1995 (the
date following the date of the Kilovac Acquisition) to December 31, 1995,
including net sales, gross profit and operating income of $3.7 million,
$1.8 million and $562,000, respectively.
(2) Reflects a special compensation charge of $1.3 million which represents
(i) the difference between the purchase price of Common Stock issued to
seven employees on December 1, 1995 and the estimated fair market value
of such shares (based upon the appraised value on December 1, 1995) and
(ii) a related special cash bonus granted by the Company to the same
seven employees to pay taxes associated with such stock issuances.
(3) Reflects a non-recurring charge of $951,000 which represents primarily
the costs incurred to date and the present value of the estimated future
costs payable by the Company over the next 30 years for groundwater
remediation at the Fairview facility. See "Business--Environmental
Matters."
(4) Special acquisition expenses primarily reflect costs related to (i) the
relocation of certain assets acquired from HiG Relays and Deutsch Relays
and (ii) the write-off of an agreement with a business development
consultant. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations."
(5) Assumes an effective tax rate of 42.0% for Kilovac, 40.0% for Hartman and
40.7% for the pro forma as adjusted data.
21
(6) Reflects (i) decreased depreciation expenses relating to longer estimated
lives of certain equipment acquired in the Kilovac Acquisition and (ii)
the amortization of certain tooling expenditures previously expensed as
incurred by Kilovac.
(7) Reflects the amortization of goodwill ($185,000) and other intangible
assets ($85,000) recorded in connection with the Kilovac Acquisition.
(8) Reflects additional interest expense associated with $9.8 million of
senior debt and $1.7 million of subordinated debt incurred to finance the
Kilovac Acquisition.
(9) Reflects the 20% of Kilovac not held by the Company.
(10) The Company has accounted for the Hartman Acquisition as a purchase,
applying the provisions of Accounting Principles Board Opinion No. 16.
The purchase price has been allocated to the acquired assets and assumed
liabilities based on their estimated relative fair values as of the
closing. Such allocations are subject to final determination based on
valuations and other studies that may be completed after the closing.
(11) Reflects (i) increased depreciation expenses corresponding to a higher
appraised value of certain equipment acquired in the Hartman Acquisition,
(ii) reclassification of building depreciation to rent expense since the
Company is leasing Hartman's facility and (iii) the amortization of
certain tooling expenditures previously expensed as incurred by Hartman.
(12) Reflects elimination of estimated Figgie corporate charges of $1.8
million recorded by Hartman, which are partially offset by the Company's
estimate of accounting, legal and human resource expenses ($230,000).
(13) Reflects the amortization of goodwill ($134,000) recorded in connection
with the Hartman Acquisition.
(14) Reflects certain environmental expense associated with liabilities not
assumed by the Company.
(15) Reflects additional interest expense associated with approximately $12.9
million of bank debt incurred to finance the Hartman Acquisition.
(16) Reflects pro forma statement of operations data, as further adjusted to
give effect to (i) the Kilovac Share Exchange, (ii) the sale by the
Company of 3,500,000 shares of Common Stock in the Offering at an assumed
initial public offering price of $10.00 per share and the application of
the proceeds therefrom, as described in "Use of Proceeds", including,
without limitation, the repayment of a portion of outstanding debt and
the redemption of outstanding cumulative redeemable preferred stock and
the elimination of accrued and unpaid dividends in connection therewith,
and (iii) the elimination of a $1.3 million special compensation charge
(as described in footnote 2), the elimination of $951,000 of
environmental expenses (as described in footnote 3) and the elimination
of special acquisition expenses (as described in footnote 4) in each case
as adjusted to reflect the corresponding tax expenses/benefits associated
with such adjustments and as if such transactions (in the case of the
events described in clauses (i) and, (ii)) had occurred on January 1,
1995. See "Use of Proceeds," "Capitalization," "Pro Forma Condensed
Consolidated Financial Information," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Certain
Relationships and Related Transactions--Kilovac Acquisition" and the
Company's Consolidated Financial Statements and the Notes thereto.
22
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
ADJUSTMENTS
FOR THE PRO FORMA
HARTMAN AS
COMPANY HARTMAN ACQUISITION(1) PRO FORMA ADJUSTED(7)
------- ------- -------------- --------- -----------
STATEMENT OF OPERATIONS
DATA:
Net sales............... $13,119 $5,095 $ -- $18,214 $18,214
Cost of sales........... 9,193 3,656 65 (2) 12,914 12,919
------- ------ ----- ------- -------
Gross profit............ 3,926 1,439 (65) 5,300 5,295
Selling expenses........ 1,148 73 -- 1,221 1,221
General and
administrative
expenses............... 1,187 685 (395)(3) 1,477 1,478
Research and
development............ 265 -- -- 265 265
Amortization of goodwill
and other intangible
assets................. 122 -- 34 (4) 156 194
------- ------ ----- ------- -------
Operating income
(loss)................. 1,204 681 296 2,181 2,137
Interest expense........ 874 -- 338 (5) 1,212 375
------- ------ ----- ------- -------
Income (loss) before
taxes.................. 330 682 (42) 970 1,763
Income tax expense
(benefit)(6)........... 142 272 (17) 397 712
------- ------ ----- ------- -------
Net income (loss)....... 172 410 (25) 557 1,051
Preferred stock
dividend............... 93 -- -- 93 --
------- ------ ----- ------- -------
Net income (loss)
available for
common stock........... $ 79 $ 410 $ (25) $ 464 $ 1,051
======= ====== ===== ======= =======
Net income per common
share.................. $ .03 $ .16
======= =======
Average shares
outstanding............ 2,550 6,500
- --------
(1) The Company has accounted for the Hartman Acquisition as a purchase,
applying the provisions of Accounting Principles Board Opinion No. 16. The
purchase price has been allocated to the acquired assets and assumed
liabilities based upon their estimated relative fair values as of the
closing. Such allocations are subject to final determination based upon
valuations and other studies that may be completed after closing.
(2) Reflects (i) increased depreciation expenses relating to a higher
appraised value of certain equipment acquired in the Hartman Acquisition,
(ii) reclassification of building depreciation to rent expense since the
Company is leasing Hartman's facility and (iii) the amortization of
certain tooling expenditures previously expensed as incurred by Hartman.
(3) Reflects elimination of estimated Figgie corporate charges ($453,000)
recorded by Hartman, which are partially offset by the Company's estimate
of accounting, legal and human resource expenses ($58,000).
(4) Reflects the amortization of goodwill recorded in connection with the
Hartman Acquisition.
(5) Reflects additional interest expense associated with approximately $12.9
million of bank debt incurred to finance the Hartman Acquisition.
(6) Assumes an effective tax rate of 40.0% for Hartman and 40.4% for the pro
forma as adjusted data.
(7) Reflects pro forma statement of operations data, as further adjusted to
give effect to the Kilovac Share Exchange and to give effect to the
Offering and the application of the estimated net proceeds therefrom,
including, without limitation, the repayment of debt and the redemption of
outstanding cumulative redeemable preferred stock and the elimination of
accrued and unpaid dividends in connection therewith, in each case as
adjusted to reflect the corresponding tax expenses/benefits associated
with such adjustments and as if such events occurred on January 1, 1995.
23
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
ADJUSTMENTS
ADJUSTMENTS FOR THE
FOR THE OFFERING AND PRO FORMA
HARTMAN THE KILOVAC AS
COMPANY HARTMAN ACQUISITION(1) PRO FORMA SHARE EXCHANGE ADJUSTED(14)
-------- -------- -------------- --------- -------------- ------------
ASSETS
Current assets:
Accounts receivable,
net.................. $ 7,885 $ 2,596 $ -- $ 10,481 $ -- $ 10,481
Inventories........... 10,963 6,973 989 18,925 47 (9) 18,972
Other current assets.. 3,195 34 (22) 3,207 -- 3,207
-------- -------- ------- -------- -------- --------
Total current
assets............. 22,043 9,603 967 (2) 32,613 47 32,660
Property, plant and
equipment, net......... 13,004 1,407 1,689 (3) 16,100 169 (9) 16,269
Goodwill................ 7,662 -- 4,020 (4) 11,682 4,097 (10) 15,779
Other assets............ 5,650 1,427 (1,177)(5) 5,900 (684)(11) 5,216
-------- -------- ------- -------- -------- --------
$ 48,359 $ 12,437 $ 5,499 $ 66,295 $ 3,629 $ 69,924
======== ======== ======= ======== ======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses..... $ 6,978 $ 6,634 $(1,548)(6) $ 12,064 $ -- $ 12,064
Accrued interest...... 1,495 -- -- 1,495 (1,495)(12) --
Current portion of
long-
term debt............ 3,037 504 (504)(6) 3,037 (3,000)(12) 37
Current payable due to
minority stockholders
of subsidiary........ 708 -- -- 708 -- 708
-------- -------- ------- -------- -------- --------
Total current
liabilities........ 12,218 7,138 (2,052) 17,304 (4,495) 12,809
Long-term debt.......... 19,517 -- 12,850 (7) 32,367 (14,085)(12) 18,282
Notes payable to
stockholders........... 7,450 -- -- 7,450 (7,450)(12) --
Other long-term debt,
minority interest and
other.................. 6,845 494 (494)(8) 6,845 (197)(13) 6,648
Capital stock subject to
mandatory redemption/
put option(15)......... 4,755 -- -- 4,755 (4,755)(12) --
-------- -------- ------- -------- -------- --------
Total long-term
obligations........ 38,567 494 12,356 51,417 (26,487) 24,930
Stockholders' equity
(deficit).............. (2,426) 4,805 (4,805) (2,426) 34,611 (12) 32,185
-------- -------- ------- -------- -------- --------
$ 48,359 $ 12,437 $ 5,499 $ 66,295 $ 3,629 $ 69,924
======== ======== ======= ======== ======== ========
- --------
(1) The Company has accounted for the Hartman Acquisition as a purchase,
applying the provisions of Accounting Principles Board Opinion No. 16. The
purchase price has been allocated to the acquired assets and assumed
liabilities based upon their estimated relative fair values as of the
closing. Such allocations are subject to final determination based upon
valuations and other studies that may be completed after closing.
(2) Reflects the purchase accounting adjustment to increase inventories to
estimated fair market value in connection with the Hartman Acquisition
($989,000) offset by the elimination of Hartman's current assets not
purchased by the Company ($22,000).
24
(3) Reflects (i) the capitalization of tooling previously expensed by Hartman
($1.4 million) and (ii) the purchase accounting adjustment to increase
equipment to estimated fair market value ($872,000), offset by (iii) the
elimination of the Hartman building not purchased by the Company
($629,000).
(4) Reflects the goodwill adjustment in connection with the Hartman
Acquisition.
(5) Reflects deferred financing costs relating to the Hartman Acquisition
($250,000), offset by the elimination of Hartman's prepaid pension asset
for the pension obligations not assumed by the Company ($1.4 million).
(6) Reflects the elimination of the following liabilities not assumed in
connection with the Hartman Acquisition: (i) environmental liability
($850,000), (ii) the current portion of a capital lease obligation
($504,000) and (iii) other accrued expenses ($698,000).
(7) Reflects estimated long-term debt incurred to finance the Hartman
Acquisition.
(8) Reflects the elimination of the long-term portion of the capital lease
obligation not assumed by the Company in connection with the Hartman
Acquisition.
(9) Reflects the purchase accounting adjustments to increase inventories
($47,000) and property plant and equipment ($169,000) to estimated fair
market value in connection with the Kilovac Share Exchange.
(10) Reflects the goodwill adjustment in connection with the Kilovac Share
Exchange.
(11) Reflects other intangible assets ($458,000) resulting from the Kilovac
Share Exchange offset by the write-off of deferred financing costs due to
the satisfaction of senior bank indebtedness with the estimated proceeds
of the Offering ($968,000) and the write-off of pre-paid offering costs
in connection with the Offering ($174,000).
(12) Reflects (i) the net proceeds from the Offering ($31.2 million) used to
reduce indebtedness and accrued interest thereon, and to redeem
cumulative redeemable preferred stock including accrued and unpaid
dividends, (ii) the issuance of Common Stock in connection with the
Kilovac Share Exchange ($4.5 million) offset by (iii) the write-off of
certain deferred costs in connection with the Offering ($1.1 million).
(13) Reflects the purchase accounting adjustment to increase deferred tax
liabilities in connection with the Kilovac Share Exchange ($271,000)
offset by the payment of the accrued portion of a success fee ($417,000)
to the Company's senior lenders and the elimination of the minority
interest in subsidiary in connection with the Kilovac Share Exchange
($51,000).
(14) Gives effect to (i) the Hartman Acquisition, (ii) the Kilovac Share
Exchange, (iii) the sale by the Company of 3,500,000 shares of Common
Stock in the Offering at an assumed initial public offering price of
$10.00 per share, and as if such transactions had occurred on March 31,
1996. See "Use of Proceeds," "Capitalization," "Pro Forma Condensed
Consolidated Financial Information," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Certain
Relationships and Related Transactions--Kilovac Acquisition" and the
Company's Consolidated Financial Statements and Notes thereto.
(15) See Note 11 of Notes to Consolidated Financial Statements.
25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Communications Instruments, Inc. was initially formed in 1980 by Ramzi
Dabbagh (the Company's Chairman, President and Chief Executive Officer) and a
group of private investors. The Company made its initial acquisition of
several relay and switch products from the CP Clare division of General
Instruments in 1980, and, since that initial acquisition, Mr. Dabbagh and his
management team have pursued a growth strategy of acquiring manufacturers of
relay products and related components, consolidating the acquired companies
and/or their product lines into the Company's manufacturing facilities and
eliminating significant overhead. In order to provide liquidity for the
original shareholder group and to position the Company for future growth, in
May 1993 CII was acquired by the Company (the "CII Acquisition") in a
leveraged buyout transaction sponsored by Stonebridge Partners and members of
management. The $21.0 million acquisition price was financed by $11.6 million
of senior bank debt; the proceeds of $4.0 million of subordinated notes issued
to CII Associates, L.P., a partnership controlled by Stonebridge Partners (the
"Partnership"); $2.0 million aggregate redemption value of preferred stock
issued to the Partnership; approximately $2.0 million of notes issued to
shareholders of the Predecessor (including a note of approximately $370,000
issued to Mr. Dabbagh, of which approximately $223,000 is currently owing to
Mr. Dabbagh); and $960,000 of common equity issued to the Partnership and
members of management. The CII Acquisition was accounted for as a purchase for
financial reporting purposes and, accordingly, the assets and liabilities of
the Predecessor were recorded at their estimated fair values at the date of
acquisition.
The Company has in the past and will continue in the future to focus its
efforts on growing its business internally and through acquisitions. Since the
CII Acquisition, the Company has completed 13 acquisitions of other companies
or product lines for aggregate consideration of $36.0 million, including the
1995 Kilovac Acquisition and the Hartman Acquisition which was consummated in
July 1996. The Company has historically financed its acquisitions through a
combination of secured bank debt and internally generated funds.
In October 1995 the Company acquired an 80% interest in Kilovac, which was
financed with $9.8 million of secured bank debt, $1.7 million of subordinated
debt and the issuance of $2.0 million of preferred stock. Kilovac's operations
and facility were maintained as a stand-alone operation and therefore
significant integration costs were not incurred. The Company will exchange
450,000 shares of its Common Stock (based upon an assumed initial public
offering price of $10.00 per share) for the remaining 20% interest in Kilovac
in conjunction with the consummation of the Offering. See "Certain
Relationships and Related Transactions--Kilovac Acquisition."
In July 1996 the Company purchased the assets of the Hartman Division from
Figgie for $12.0 million. The Company financed the Hartman Acquisition with
secured bank debt, and a portion of the proceeds obtained in the Offering will
be utilized to repay a portion of this debt. See "The Company" and "Use of
Proceeds." In connection with the Hartman Acquisition, the Company has assumed
a reserve previously established by Hartman of approximately $2.6 million in
anticipation of losses that the Company expects to incur as a significant
unprofitable Hartman contract is fulfilled over the next two years.
As described herein, the amount of integration costs incurred by the Company
in connection with each acquisition depends upon the size and nature of the
acquisition. During the initial integration phase of smaller acquisitions, the
Company typically has incurred integration-related selling, general and
administrative expenses for training of staff members, for the conversion of
information systems and for duplicate rents and other operating costs in
connection with the consolidation of facilities.
The Company intends to utilize a portion of the proceeds of the Offering
made hereby to pay a portion of the amounts outstanding under its senior
credit facility. See "Use of Proceeds." In connection therewith, upon the
closing of the Offering (expected to occur during the quarter ending September
30, 1996), the Company is required to pay a one-time success fee of $500,000
to its senior lender, of which $83,000 has not been accrued and which will be
expensed at the time of the Offering, and will incur an expense of $968,000
relating to the write-off of deferred financing charges.
26
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated information derived
from the consolidated statements of operations expressed as a percentage of
net sales, and the percentage change in such items compared to the same period
in the prior year. There can be no assurance that the trends in sales growth
or operating results will continue in the future.
PERCENTAGE OF NET SALES PERCENTAGE INCREASE
----------------------------------------------------- --------------------------------
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED THREE MONTHS
------------------------------- ------------------- ENDED APRIL 2,
PRO FORMA 1995 TO THREE
PRO FORMA APRIL 2, MARCH 31, 1993 TO 1994 TO MONTHS ENDED
1993(1) 1994 1995 1995 1996 1994(1) 1995 MARCH 31, 1996
----------- -------- -------- -------- --------- --------- ------- --------------
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 23.8% 26.6% 42.4%
Cost of sales........... 85.5 77.2 71.9 74.2 70.1 11.7 17.9 34.4
-------- -------- -------- ----- -----
Gross profit............ 14.5 22.8 28.1 25.8 29.9 94.6 56.1 65.2
Selling expenses........ 8.1 7.6 8.1 7.1 8.8 15.8 35.6 75.0
General and
administrative
expenses............... 6.8 7.1 8.4 7.1 9.0 29.5 48.3 80.9
Research and
development............ 0.2 0.3 0.8 0.4 2.0 66.1 192.2 579.5
Amortization of goodwill
and other intangible
assets................. 0.7 0.6 0.6 0.6 0.9 2.3 41.8 134.6
Special compensation
charge................. -- -- 3.3 -- -- -- -- --
Environmental expenses.. -- -- 2.4 -- -- -- -- --
Special acquisition
expenses............... 1.6 -- 5.2 6.2 -- * -- *
-------- -------- -------- ----- -----
Operating income
(loss)................. (2.9) 7.2 (0.5) 4.4 9.2 * * 196.6
Interest expenses....... 6.9 5.8 7.5 6.0 6.7 4.1 63.5 57.5
Other income (expense).. 0.2 -- -- -- -- * -- *
-------- -------- -------- ----- -----
Income (loss) before
taxes.................. (9.7) 1.4 (8.0) (1.6) 2.5 * * *
Income tax expense
(benefit).............. (3.6) 0.6 (2.7) (0.6) 1.1 * * *
-------- -------- -------- ----- -----
Income applicable to
minority interest in
net income of
subsidiaries........... -- -- 0.1 -- 0.1 -- -- --
-------- -------- -------- ----- -----
Net income (loss)....... (6.1) 0.9 (5.4) (1.0) 1.3 * * *
Preferred stock
dividend............... 0.7 0.6 0.5 0.5 0.7 -- 13.5 102.2
-------- -------- -------- ----- -----
Net income (loss)
available for common
stock.................. (6.9)% 0.3% (5.9)% (1.5)% 0.6% * * *
======== ======== ======== ===== =====
- --------
(1) Pro forma data give effect to the CII Acquisition as if such acquisition
had occurred on January 1, 1993. See footnote 2 to "Selected Consolidated
Financial Information."
* Not meaningful.
27
Three Months Ended March 31, 1996 compared to Three Months Ended April 2, 1995
Net sales for the three months ended March 31, 1996 increased $3.9 million,
or 42.4%, to $13.1 million from $9.2 million for the corresponding period in
1995. The increase was primarily the result of the acquisition of Kilovac which
represented $3.7 million in sales. Excluding the Kilovac Acquisition, net sales
of the Company for the three months ended March 31, 1996 increased by $228,000,
or 2.5%, from net sales for the corresponding period in 1995. This increase was
due to growth in sales of high performance relays ($1.2 million) which was
partially offset by the expiration of a significant general purpose relay
contract ($426,000), the peak demand for a particular solenoid product during
the first quarter of 1995 (representing $208,000 of net sales) and a decrease
in sales of certain mature general purpose relay products ($268,000).
The Company's gross profit for the three months ended March 31, 1996
increased by $1.5 million to $3.9 million from $2.4 million for the same period
in 1995. Gross profit as a percentage of net sales increased to 29.9% for the
three months ended March 31, 1996 from 25.8% for the same period in 1995. The
increase in gross profit was due, in part, to the acquisition of Kilovac.
Excluding Kilovac, the Company's gross profit for the three months ended March
31, 1996 increased by $10,000, or 0.4%, from the same period in 1995, and gross
profit as a percentage of net sales decreased from 25.8% for the three months
ended April 2, 1995 to 25.3% for the same period in 1996. This increase in
dollar amount was primarily due to the implementation of increased prices on
certain of the Company's high performance products and cost reductions in both
materials and manufacturing expenses and was partially offset by lower margins
for high performance relays due to start-up costs incurred at the Company's new
Asheville facility.
Selling expenses increased to $1.1 million for the three months ended March
31, 1996 from $656,000 for the corresponding period in 1995. The increase in
dollar amount of selling expense was primarily due to the acquisition of
Kilovac. Excluding Kilovac, selling expenses for the Company for the three
months ended March 31, 1996 were $673,000 (7.1% of net sales) which represented
an increase of $17,000 from such expenses in the corresponding period in 1995.
The increase in dollar amount was primarily due to an increase in commissions
associated with the Company's additional sales.
General and administrative expenses increased to $1.2 million for the three
months ended March 31, 1996 from $656,000 for the corresponding period in 1995.
This increase was due primarily to the acquisition of Kilovac. Excluding
Kilovac, general and administrative expenses of the Company were $810,000, or
8.6% of net sales, for the three months ended March 31, 1996, which represents
an increase of $154,000, or 23.5%, from general and administrative expenses for
the corresponding period in 1995. The increase in general and administrative
expenses (excluding Kilovac) was primarily due to the start-up of production at
the new Asheville facility and the addition of new management.
Research and development expenses increased to $265,000 or 2.0% of net sales,
for the three months ended March 31, 1996, compared to $39,000 or 0.4% of net
sales for the corresponding period in 1995. The increase was primarily due to
the $200,000 of research and development expenses of Kilovac.
Amortization of goodwill and other intangible assets was $122,000, or 0.9% of
net sales, for the three months ended March 31, 1996 compared to $52,000, or
0.6% of net sales, for the corresponding period in 1995. The increase in dollar
amount primarily reflects amortization of goodwill and other intangible assets
related to the acquisition of Kilovac.
Special acquisition expenses were $568,000 for the first quarter of 1995. No
special acquisition expenses were incurred in the first quarter of 1996. The
costs in the first quarter of 1995 primarily related to the relocation of
certain assets acquired in the HiG Acquisition and the Deutsch Acquisition to
the new manufacturing facility in Asheville, N.C. and the commencement of
production at such facility.
Interest expense increased to $874,000 in the three months ended March 31,
1996 from $555,000 for the same period of 1995. The increase reflects
additional borrowings to fund the Kilovac Acquisition ($11.5 million) and to
accrue for additional amounts due to the Company's bank lenders, and was
partially offset by a decrease in market interest rates.
28
Income taxes were an expense of $142,000 in the three month period ended
March 31, 1996, compared to a benefit of $59,000 in the same period of 1995.
Income taxes (benefit) as a percentage of income (loss) before taxes were
43.0% in the three months ended March 31, 1996 and 40.1% for the same period
in 1995, with the increase due to the additional amortization of goodwill from
the Kilovac Acquisition.
Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
Net sales for 1995 increased by $8.4 million, or by 26.6%, to $39.9 million
from $31.5 million in 1994. The increase was primarily the result of the
acquisition of Kilovac, which represented $3.7 million in sales for the period
from October 12, 1995 (the date following the date of the acquisition) to
December 31, 1995, and the HiG Acquisition and Deutsch Acquisition which
represented $1.7 million and $1.6 million in sales, respectively, from the
date of the acquisition to December 31. Excluding these acquisitions, net
sales of the Company for 1995 increased by $1.4 million, or 4.5%, from sales
in 1994. The Company attributes this increase to increased sales of its high
performance and general purpose relays and solenoid products.
The Company's gross profit for 1995 increased by $4.0 million to $11.2
million in 1995 from $7.2 million in 1994. Gross profit as a percentage of net
sales increased from 22.8% in 1994 to 28.1% in 1995. The increases in gross
profit and gross profit as a percentage of net sales were due, in part, to the
acquisition of Kilovac. From October 12, 1995, the date following the date of
the Kilovac Acquisition, to December 31, 1995, Kilovac had a gross profit
margin of 49.6%, as compared to the 28.1% overall gross profit margin of the
Company. Excluding Kilovac, the Company's gross profit for 1995 increased by
$2.2 million, or 30.8%, from gross profit in 1994, and gross profit as a
percentage of net sales increased from 22.8% in 1994 to 25.9% in 1995. This
increase was due to the implementation of increased prices on certain of the
Company's high performance products and cost reductions in both materials and
manufacturing expenses. Gross profit in 1995 was also favorably impacted by
the devaluation of the Mexican peso in that year. The increase in gross profit
was partially offset by integration costs incurred in connection with the
Company's 1995 acquisitions.
Selling expenses increased to $3.2 million in 1995 from $2.4 million in
1994. The increase in dollar amount of selling expense was primarily due to
the acquisition of Kilovac. Excluding Kilovac, selling expenses for the
Company for 1995 were $2.8 million (7.6% of net sales), which represents an
increase of $371,000 from 1994. The increase in dollar amount was primarily
due to an increase in commissions associated with the Company's additional
sales.
General and administrative expenses increased in 1995 to $3.3 million from
$2.2 million in 1994. The Company attributes this increase primarily to the
acquisition of Kilovac. Excluding Kilovac, general and administrative expenses
of the Company were $2.9 million, or 7.9% of net sales, for 1995, which
represents an increase of $627,000, or 27.9%, from general and administrative
expenses in 1994. The increase in general and administrative expenses was
primarily due to the start-up of production of certain of the Company's high
performance relays at a new facility, the addition of new management and
increased executive compensation and costs incurred reviewing potential
acquisitions.
Research and development expenses increased to $301,000 in 1995, or 0.8% of
net sales, compared to $103,000, or 0.3% of net sales in 1994. The increase
was due primarily to the $181,000 of research and development expenses of
Kilovac from October 12, 1995 to the end of that year.
Amortization of goodwill and other intangible assets was $251,000 in 1995,
or 0.6% of net sales, compared to $177,000, or 0.6% of net sales, in 1994. The
increase in dollar amount primarily reflects the acquisition of Kilovac.
During 1995, the Company recorded a special compensation charge of $1.3
million, which represents (i) the difference between the purchase price of
Common Stock sold to seven employees on December 1, 1995 and the estimated
fair market value of such shares (based upon the appraised value at December
1, 1995) and (ii) a related special cash bonus granted by the Company to the
same seven employees to pay taxes associated with such stock. See "Certain
Relationships and Related Transactions--Issuance of Securities by the
Company."
29
During 1995 the Company recorded a non-recurring charge of $951,000, which
represents primarily the costs incurred to date and the present value of the
estimated future costs payable by the Company over the next 30 years for
groundwater remediation at the Fairview facility. During 1995 the Company
entered into a settlement with the prior owner of the Fairview facility which
determined the liability, as between the two parties, for current and future
expenses related to the remediation of the facility. See "Business--
Environmental Matters."
Special acquisition expenses were $2.1 million in 1995. These expenses
related primarily to (i) the relocation of certain acquired assets resulting
from the HiG Acquisition and the Deutsch Acquisition to a new manufacturing
facility in Asheville, North Carolina and the commencement of production at
such facility and (ii) the write-off of a contract with a business development
consultant.
Interest expense increased to $3.0 million in 1995 from $1.8 million in
1994. The increase reflects additional borrowings of approximately $13.0
million for the Kilovac Acquisition and HiG Relay asset acquisition, an
increase in market interest rates and an accrual for additional amounts due to
the Company's bank lenders.
Income taxes were a benefit of $1.1 million in 1995, compared to an expense
of $178,000 in the same period in 1994. Income taxes (benefit) as a percentage
of income (loss) before taxes were 33.7% in 1995 compared to 39.6% in 1994.
The lower benefit in 1995 was due primarily to additional Mexican income taxes
of approximately $16,000 that arose in 1995 due to changes in Mexican tax law.
Year Ended December 31, 1994 Compared to Pro Forma Year Ended December 31,
1993
For comparison purposes, the following discussion assumes that the CII
Acquisition occurred as of January 1, 1993. See footnote 2 to "Selected
Consolidated Financial Information."
The Company's net sales increased by $6.0 million, or 23.8%, to $31.5
million in 1994 from $25.5 million in 1993 (pro forma). Approximately $2.8
million of the increase was due to the inclusion of the West Coast Electrical
Manufacturing Co. and Midtex Relays acquisitions consummated in 1993 for the
full year of 1994. Excluding these acquisitions, the Company's net sales
increased by $3.2 million, or 16.7%. This increase was primarily due to growth
of the Company's high performance and general purpose relays.
Gross profit in 1994 increased by $3.5 million to $7.2 million from $3.7
million in 1993 (pro forma). Gross profit as a percentage of net sales
increased to 22.8% in 1994 from 14.5% in 1993 (pro forma). The increase in
gross margin dollars primarily reflected a 1993 purchase accounting adjustment
of $986,000 (reflected in 1993 cost of sales) due to the revaluation of
inventory to fair market value as a result of the CII Acquisition, and $1.3
million of the 1994 increase reflected the full year impact of the Company's
1993 acquisitions as well as the Company's acquisitions in 1994. Excluding the
accounting adjustment and acquisitions, gross profit in 1994 increased $1.2
million from 1993, or 32.5%, due to increased volume of general purpose relays
and increased efficiencies at the Company's Midtex Division, increased
solenoid business resulting from new product developments and increased volume
and efficiencies of the Company's high performance relays.
Selling expenses were $2.4 million in 1994 compared to $2.1 million in 1993.
Selling expenses as a percentage of net sales were 7.6% in 1994 compared to
8.1% in 1993 (pro forma). The increase in the dollar amount of selling
expenses resulted from the full integration of the Midtex operation in 1994
and the addition of management and commission increases resulting from
increased sales. The percentage decrease in selling expenses from 1993 to 1994
was due to the integration of the sales representatives of the newly acquired
Midtex Division with the sales network of the CII Division, which resulted in
the reduction of commissions as a percentage of sales.
General and administrative expenses increased in 1994 to $2.2 million, or
7.1% of net sales, from $1.7 million, or 6.8% of net sales, in 1993 (pro
forma). The increase in dollar amount of general and administrative expenses
was primarily due to the full year impact of the Company's 1993 acquisitions
and the addition of management and other personnel to support the growth of
the business.
30
Research and development expenses were $103,000 or 0.3% of net sales in 1994,
compared to $62,000, or 0.2% of net sales, in 1993 (pro forma). The increase
was due to additional personnel.
Amortization of goodwill and other intangible assets increased to $177,000,
or 0.6% of net sales, in 1994 from $173,000, or 0.7% of net sales, in 1993 (pro
forma).
Special acquisition expenses were $419,000, or 1.6% of net sales, in 1993
(pro forma). The costs in 1993 were primarily related to the acquisition,
shutdown, relocation and start-up of the solenoid product line and the costs
related to restructuring the Midtex operation. No special acquisition expenses
were incurred in 1994.
Interest expense increased to $1.8 million in 1994 from $1.76 million in 1993
(pro forma), reflecting higher interest rates in 1994.
Income tax expense was $178,000 in 1994 compared to a benefit of $908,000 in
1993 (pro forma). The rate of income tax expense (benefit) as a percentage of
income before income taxes (benefit) was 39.6% in 1994 and 36.8% in 1993 (pro
forma). The difference in the effective income tax rates was primarily due to
the allocation of sales among the Company's divisions which are located in
different states and subject to varying state tax rates.
Quarterly Comparison
The following table sets forth the results of operations by quarter for 1994,
1995 and the first quarter of 1996. This information includes all adjustments,
consisting only of normal recurring accruals, that management considers
necessary for a fair presentation of the data when read in conjunction with the
Consolidated Financial Statements and the Notes thereto included elsewhere
herein. The results of operations for historical periods may not necessarily be
indicative of results for any future period.
FISCAL QUARTER ENDED
-------------------------------------------------------------------------------
APRIL 3, JULY 3, OCT. 2, DEC. 31, APRIL 2, JULY 2, OCT. 1, DEC. 31, MARCH 31,
1994 1994 1994 1994 1995 1995 1995 1995(1) 1996
-------- ------- ------- -------- -------- ------- ------- -------- ---------
(IN THOUSANDS)
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net sales............... $7,222 $8,201 $8,334 $7,766 $9,216 $9,352 $9,174 $12,176 $13,119
Cost of sales........... 5,856 6,264 6,402 5,808 6,839 6,729 6,763 8,356 9,193
------ ------ ------ ------ ------ ------ ------ ------- -------
Gross profit............ 1,366 1,937 1,932 1,958 2,377 2,623 2,411 3,820 3,926
Selling expenses........ 562 690 620 510 656 753 708 1,112 1,148
General and
administrative
expenses............... 541 533 544 630 656 640 733 1,305 1,187
Research and
development............ 25 30 27 21 39 39 22 201 265
Amortization of goodwill
and other intangible
assets................. 34 34 33 76 52 58 51 90 122
Environmental expenses.. -- -- -- -- -- -- -- 951 --
Acquisition related
expenses............... -- -- -- -- 568 347 222 927 --
Special compensation
expenses............... -- -- -- -- -- -- -- 1,300 --
------ ------ ------ ------ ------ ------ ------ ------- -------
Operating income........ 204 650 708 721 406 786 675 (2,066) 1,204
Interest expenses....... 414 467 451 501 555 583 579 1,280 874
Other income (expense).. 1 (1) -- -- 2 -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------- -------
Income (loss) before
taxes.................. (209) 182 257 220 (147) 203 96 (3,346) 330
Minority interest in net
income of
subsidiaries........... -- -- -- -- -- -- -- 35 16
Income tax expense
(benefit).............. (84) 72 103 87 (59) 81 38 (1,136) 142
------ ------ ------ ------ ------ ------ ------ ------- -------
Net income (loss)....... (125) 110 154 133 (88) 122 58 (2,245) 172
Preferred stock
dividend............... 46 46 46 47 46 46 46 72 93
------ ------ ------ ------ ------ ------ ------ ------- -------
Net income (loss)
available for common
stock.................. $ (171) $ 64 $ 108 $ 86 $ (134) $ 76 $ 12 $(2,317) $ 79
====== ====== ====== ====== ====== ====== ====== ======= =======
- --------
(1) During this fiscal quarter the Kilovac Acquisition was completed.
31
Backlog
As of March 31, 1996, the Company's backlog was approximately $32.9 million
($22.6 million excluding Kilovac) compared to $19.2 million as of March 31,
1995. Approximately $27.7 million of this backlog ($22.0 million excluding
Kilovac) consists of orders scheduled to be fulfilled prior to March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $2.0 million in 1993, $1.2 million
in 1994 and $1.8 million in 1995. The decrease in cash provided by operating
activities from 1993 to 1994 was primarily due to the growth in the Company's
business which increased working capital requirements. The increase in cash
provided by operating activities from 1994 to 1995 was mainly due to the
reduction in inventory and slower growth of accounts receivable. For the three
months ended March 31, 1996, cash provided by operating activities was $2.0
million, compared to $302,000 for the same period in 1995. This increase was
primarily attributable to improved collections and slower growth of
receivables and an increase in accounts payable, which was partially offset by
an increase in inventory.
The Company bills its customers upon shipment of products. Engineering sales
represent revenues under fixed price development and cost sharing development
contracts. Revenues under the contracts are recognized based on the percentage
of completion method, measured by the percentage of costs incurred to date to
estimated total costs for each contract. Costs in excess of contract revenues
on cost sharing development contracts are expensed in the period incurred as
research and development costs. Provision for estimated losses on fixed price
development contracts are made in the period such losses are determined by
management. The average days' sales outstanding for accounts receivable was
approximately 51, 55 and 58 trade days at year end 1993, 1994 and 1995,
respectively. The increase in average days' sales outstanding can be
attributed to increases in foreign sales and corresponding increases in
foreign receivables. The average days' sales outstanding for accounts
receivable from foreign customers has traditionally been in the range of 60 to
90 days.
The Company's inventories increased from $7.5 million at year end 1993 to
$7.9 million at year end 1994. The increase of the Company's inventories from
$7.9 million at year end 1994 to $10.6 million at year end 1995 is
attributable to inventory acquired in connection with the purchase of assets
from HiG Relays ($1.5 million) and the Kilovac Acquisition ($2.0 million) and
increased volume. The increase in inventories from year end 1994 to year end
1995 was favorably offset by the implementation of more efficient
manufacturing and material planning techniques. The Company's inventories
increased from $9.0 million at March 31, 1995 to $11.0 million at March 31,
1996. The increase was primarily due to the Kilovac Acquisition ($2.3 million)
and was offset by a decrease of $359,000 primarily due to improved inventory
planning techniques.
The Company's accounts payable increased from $1.7 million at year end 1993
to $2.3 million at year end 1994. The increase was primarily the result of
increased purchases to support the Company's growth. The increase of the
Company's payables from $2.3 million at year end 1994 to $2.6 million at year
end 1995 was primarily due to the effect of the acquisition of Kilovac
($783,000) and increases in purchases to support the Company's growth. This
increase between 1994 and 1995 was partially offset by the Company's strategy
to shorten the payment period of its accounts payable. The Company's accounts
payable increased from $2.3 million at March 31, 1995 to $3.7 million at March
31, 1996. This increase was primarily due to the Kilovac Acquisition
($817,000), increased purchases to support the Company's growth and costs
incurred in connection with the Offering.
The Company has historically financed its operations and acquisitions
through a combination of internally generated funds and secured borrowings
under its revolving credit agreement. The Company financed its largest
acquisition, the Kilovac Acquisition, through $9.8 million of secured
borrowings and the issuance of $1.7 million of subordinated debt and $2.0
million of cumulative redeemable preferred stock. The Company financed the
Hartman Acquisition with secured bank debt, and a portion of the proceeds
obtained in the Offering will be utilized to repay a portion of this debt.
Capital expenditures, excluding acquisitions, were $454,000 in 1993,
$444,000 in 1994, $1.1 million in 1995 and $380,000 for the three months ended
March 31, 1996. Capital expenditures were primarily for
32
replacement and enhancement of production equipment. In 1995, capital
expenditures also included $1.0 million for the purchase of and improvements
to the Asheville facility, $133,000 for the acquisition of equipment for a
high performance relay product line and $112,000 of capital expenditures by
the Kilovac Division. Acquisition spending totaled $3.1 million in 1993, $1.1
million in 1994 and $14.3 million in 1995, and the Company expended
approximately $12.9 million in July 1996 for the Hartman Acquisition.
The Company will apply the estimated net proceeds of the offering ($31.2
million) to repay $17.3 million of the $35.5 million outstanding under its
senior credit facility, $8.75 million of its subordinated debt, including
$1.3 million of interest in arrears and $4.6 million of its preferred stock,
including $620,000 of accrued and unpaid dividends. In connection with the
initial public offering, the Company will also pay to its senior lenders a
success fee in the amount of $500,000 (based on the assumed initial public
offering price). The Company has entered into a letter of intent with Bank of
America Illinois, which, upon the execution of definitive documentation at the
time of the Offering, would provide for up to a $40.0 million secured credit
facility, consisting of a $28.0 million revolving credit facility (bearing
interest at LIBOR plus 1.75%) and a $12.0 million term loan facility (bearing
interest at LIBOR plus 2.0%). The facility will be available for working
capital purposes and to finance additional acquisitions and will be secured by
the Company's assets. The Company anticipates that the loan agreement for the
new facility will contain financial covenants including, without limitation,
certain limitations on cash interest coverage, leverage, liquidity and minimum
net worth and certain other customary restrictive covenants. The Company
expects that the facilities will be available for five years and that amounts
outstanding under the Term Loan will be repaid in $600,000 installments each
fiscal quarter commencing October 31, 1996. There can be no assurance that the
Company will be successful in arranging for such a facility or what the final
terms of such facility will be.
INFLATION
The Company does not believe that inflation has had any material effect on
the Company's business over the past three years.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 121, "Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to be Disposed Of,"
which will be effective during the Company's year ending December 31, 1996.
The impact of this new standard on 1996 earnings is not expected to be
significant.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which establishes an alternative method of accounting for
employee stock compensation plans based on a fair value methodology. However,
the statement allows an entity to continue to use the accounting prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees." The Company
has not yet determined whether it will adopt the alternative method of
accounting and has also not yet determined the effect of this standard on the
Company's earnings.
33
BUSINESS
GENERAL
The Company is a leading designer, manufacturer and marketer of a broad line
of high performance electromechanical and solid state relays and solenoids for
customers in the commercial/industrial equipment, commercial airframe,
defense/aerospace, communications, automatic test equipment and automotive
industries. The Company's relays are used to control current or signals in
electrical and electronic circuits, and are technological building blocks for
a wide range of products. While the Company is a broad-based supplier of
general and special purpose relays and solenoids, it has focused on
manufacturing high performance relay products and targeting sophisticated and
customized applications of these products to meet the needs of the markets it
serves. The Company's high performance relays are sophisticated, complex
devices that have been engineered for highly reliable performance over
substantial periods of time, often in adverse operating environments. The
Company sells its products to more than 2,100 customers including Boeing,
AT&T, Rockwell, Hewlett Packard, McDonnell Douglas and General Motors.
INDUSTRY OVERVIEW
According to Frost & Sullivan, an industry market research firm, annual
sales of relay products in North America were estimated to be $840 million in
1995. The Company estimates that the high performance relay market is growing
at a 3-4% growth rate per year, in contrast to the less than 1% growth rate
(according to Frost & Sullivan) which characterizes the relay market as a
whole. The relay and solenoid markets are highly fragmented among a large
number of small suppliers.
The Company does not compete in the low-price, mass-produced relay market,
which is dominated by suppliers in the Far East. These suppliers utilize
highly automated lines and/or low-cost labor to produce long runs of standard
relay products. It is impractical for those manufacturers to modify their
product designs or manufacturing processes for the niche markets applications
targeted by the Company within the high performance relay markets. These niche
markets generally produce higher margins for the Company, are less sensitive
to pricing and are more dependent on high reliability, performance, and
meeting specific customer requirements than the markets for standard relay
products. High performance relay products have also proven themselves to be
less susceptible to obsolescence because the users of the sophisticated
equipment of which such high performance products are a component part are
less likely to modify such equipment because of the length of time required,
and cost incurred, to requalify such equipment.
The Company has identified two trends in the relay and solenoid industries
that it believes will have a favorable impact on the Company's future growth.
First, major customers in the primary markets that the Company serves are
consolidating their supplier base in an effort to develop long term strategic
business relationships with a limited number of leading suppliers. Suppliers
must therefore provide a broad range of high quality products, at competitive
prices, together with full service capabilities, including design, engineering
and product management support. These requirements can best be met by
suppliers with sufficient size and financial resources to satisfy such
demands. Although this trend has already resulted in significant consolidation
among suppliers in the relay and solenoid industries, the Company believes
that the new environment provides an opportunity for growth through the
acquisition of related products previously provided by other suppliers and by
acquiring companies or product lines that further enhance its product,
manufacturing and service capabilities.
A second trend is an increase in the technological complexity and
miniaturization of the equipment manufactured by the Company's customers. As
its customers develop increasingly complex mechanisms which require
sophisticated component parts, the Company expects that the demand for its
high performance relays and solenoids which provide the advantages of small
size, light weight, long life, low energy consumption and environmentally
sealed contacts, will increase as well.
34
OPERATING STRATEGY
The Company seeks to leverage its broad product offering, its reputation for
quality, innovation and technological leadership, its diverse and efficient
manufacturing capabilities and its wide and diversified customer base to
further penetrate and expand the size and number of markets that it serves.
The principal elements of its operating strategy are set forth below:
Expand Product Line Capabilities. The Company manufactures over 750
different types of electromechanical and solid state relays and solenoids that
have a wide variety of product applications. This broad product offering
allows it to provide its customers with sophisticated, customized products, as
well as more standard, general purpose products. The Company continuously
seeks to expand its product offering through acquisitions and by using its in-
house engineering and manufacturing resources to design, test and manufacture
new products, both in response to specific requests by existing customers and
in anticipation of potential new applications for its products.
Maintain Leadership Position and Focus on High Performance Markets. The
Company believes it is a leading manufacturer of high performance relays and
is a sole source supplier of over 80 specialty relay types. The Company
believes that its ability to produce proprietary high performance relays has
been fundamental to its success and will enable the Company to grow its
business in the future. This focus on the high performance relay market has
allowed the Company to successfully target and serve leading original
equipment manufacturers in niche markets who are willing to pay premium prices
for the performance advantages offered by the Company's products. The
Company's high performance relays are also critical enabling technologies in
advanced emerging applications such as electric vehicles, automatic heart
defibrillators, global positioning satellites, the Space Station, advanced
communications systems and advanced commercial and military aircraft.
Provide Efficient and Diverse Manufacturing Capability. The Company's
domestic and international manufacturing capability enables it to respond to
its customers' demands for high quality products at competitive prices. The
Company manufactures and assembles its products at five facilities which are
all capable of advanced mechanized assembly. The Company's two North Carolina
facilities produce high performance signal relays and solenoids and each of
these facilities has obtained the "Military Standard 790" certification
promulgated by the United States Department of Defense ("DOD"). The Military
Standard 790 certification is dependent upon the development and detailed
documentation, on an ongoing basis, of the facilities' operating systems,
manufacturing and quality control procedures, which, similar to ISO 9000
facility certification, assure product integrity and reliability among product
lots. The Kilovac Division's facility in southern California manufactures high
performance, high voltage relays, while the Midtex Division's facility in
Juarez, Mexico produces general purpose relays and provides the Company with
low-cost assembly capabilities. The Hartman Division's facility in Mansfield,
Ohio has obtained the Military Standard I 45208 certification promulgated by
the DOD which governs quality control and assurance, and operates under
certain Federal Aviation Administration approvals. This facility manufactures
high power relays and components of electrical power management systems for
the airframe and aerospace industries. The Company has also entered into
agreements with several subcontractors in the Far East to provide low-cost
labor-intensive finished products and sub-assemblies. The Company anticipates
that the Indian Joint Venture will bolster its ability to effectively compete
in the global marketplace by expanding its manufacturing capability and
providing increased flexibility at a lower cost structure. The Company has an
excellent record of manufacturing high quality, highly reliable relays and
solenoids and has experienced a low product return rate. In general, the
Company's diverse manufacturing capabilities allow it to provide its customers
with the specialized relay and solenoid products they require on delivery
schedules that meet the customers' needs.
Leverage Customer Relationships. The Company believes that its long-standing
customer relationships are due, in large part, to its excellent product
reputation and broad product offerings. The Company intends to further expand
its customer relationships by offering complementary and new products to its
existing customer base. For example, the Kilovac Division has established an
Electric Vehicle Product Group that markets high power
35
and high voltage relays to major automobile manufacturers worldwide. As a
result of this effort, the Company has developed an enhanced understanding of
the automotive relay market and has established industry contacts which
management believes can assist the Company in introducing its low power relays
to certain segments of the automotive market. The Company believes that it is
also the primary supplier to nearly all manufacturers of heart defibrillators,
including customers such as Zoll, Hewlett Packard, and Physio Control. As
these defibrillator manufacturers develop new products, such as the automatic
external defibrillator (a product intended to provide quick and easy access to
a defibrillator in public places), the Company believes that its existing
customer contacts and advance knowledge regarding the relay requirements of
these new products will prove beneficial.
Pursue New Market Opportunities. The Company intends to pursue new market
opportunities for its existing products and new products it develops. The
Company has identified a demand for sophisticated relay and solenoid products
in the transportation, medical, and manufacturing industries due to the more
widespread use of electronics within the systems utilized by these industries.
The Company believes that it is positioned to capitalize on this demand
because it believes its technology is well-suited to meeting the stringent
operating environments and the increased voltage and current requirements of
these new markets. For example, the Company currently sells many of its
products to the commercial and military aircraft industries which are
developing aircraft with greater electric and electronic content and shifting
from 115 volt AC power to 270 volt DC power. The Company has developed several
new products which meet the higher power switching requirements of the new
electrical systems and these products have been selected for use on several
aircraft programs.
Expand International Sales. Primarily as a result of the Kilovac
Acquisition, approximately 14% of the Company's gross sales in 1995 were made
to customers located outside the United States. In an effort to further
increase its international sales, the Company has recently expanded the size
and geographic scope of its European and Asian sales and marketing network by
retaining sales representatives and distributors in England, Norway, Spain,
Portugal, the Benelux countries, Japan, Taiwan, Korea, and Singapore/Malaysia.
In addition, the Company intends to utilize the Kilovac Division's strong
European sales representatives network to market the broad portfolio of
products offered by the CII and Midtex Divisions to facilitate further
international sales expansion.
Invest in New Product Development. The Company intends to continue to devote
engineering resources to developing new products and increasing the
functionality of existing products in an effort to enter new markets and gain
market share in existing markets. The Company's design engineers conduct
internally sponsored research and development and provide similar services to
its customers. The Company's core competencies in high performance design,
processing, sealing and material processing in conjunction with collaborative
efforts with customers allow the Company to introduce new products
effectively. The Company is currently developing a number of new products,
including high performance relays for space satellites, automatic external
defibrillators, advanced aircraft, industrial vehicles and rail
transportation, and solenoids for commercial/industrial equipment.
There can be no assurance given that the Company will be successful in
implementing this strategy. The discussion of the Company's strategy contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Actual results could
differ materially from those projected in these forward-looking statements as
a result of certain risk factors described elsewhere in this Prospectus. See
"Risk Factors."
ACQUISITION STRATEGY
Since its formation, the Company's growth strategy has been to acquire
manufacturers of relay products and related components and to consolidate the
acquired operations where appropriate into the Company's business. The Company
plans to continue this strategy and also intends to broaden the scope of its
acquisitions to include related component companies and product lines.
36
Set forth in the table below is a description of the Company's acquisitions
to date, the date of acquisition, the name of the seller or acquired company,
the type of acquisition and a general description of the products acquired.
The aggregate purchase price paid for the acquisitions listed below is
approximately $36.0 million.
DATE NAME OF SELLER OR ACQUIRED COMPANY TYPE OF ACQUISITION PRODUCT TYPES
---- ---------------------------------- ------------------- -------------
January 1983 Sun Electric Company Product Line Aircraft instrumentation
September 1984 Midland-Ross Corporation Product Line High performance relay
products
January 1985 Automotive Electric Product Line Telecommunications relay
Division of GTE products
June 1986 Branson Corporation Company High performance relay
products
July 1990 Sigma Relay Division of Product Line Custom application relay
Pacific Scientific Co. products
December 1990 Airpax Relay Division of Product Line High performance relay
North American Phillips and solenoid products
January 1993 CP Clare Corporation Product Line Telecommunication relay
products
March 1993 West Coast Electrical Company Solenoid products
Manufacturing Co.
March 1993 Midtex Relays Inc. Company General purpose relay
products
December 1994 Deutsch Relays Inc. Product Line High performance relay
products, including T0-5
relay
January 1995 HiG Relays Inc. Assets High performance
electromechanical and
solid state relay
products
October 1995 Kilovac Corporation Company High voltage relays,
vacuum and gas filled
relays and DC power
relay products
July 1996 Hartman Electrical Division High performance power
Manufacturing relay products and
electrical subsystems
When acquiring a smaller company or product line, the Company typically
seeks to integrate the acquired operations and to consolidate functions such
as finance, sales, marketing, and engineering, thus eliminating significant
operating cost. Recent acquisitions which have been integrated in this manner
include the acquisition of West Coast Electric Manufacturing Co., the Airpax
Relay Division of North American Phillips, a product line acquired from
Deutsch Relays Inc. and assets of HiG Relays Inc. In the case of the
acquisition of Midtex Relays and the Kilovac Corporation, the acquired
businesses were of such size that the companies were maintained as stand-alone
operations. In addition, as a result of the acquisition of Midtex Relays,
several of the Company's existing products were shifted to the newly acquired
lower-cost operations in Mexico. Although the Hartman Division functions as a
stand-alone operation, the Company expects to offer Hartman's product line
through the Company's field sales force beginning in late 1996. The Company
has made strategic acquisitions of assets employing sophisticated technology,
and, as a result, the Company has and will continue to expend considerable
time and expense on rationalizing acquired products with similar products in
existing lines and creating synergies between related product technologies and
existing products. For example, the Company's product engineers are currently
integrating newly acquired technology into certain existing high performance
relay products to enhance the performance of those products.
The Company intends to continue to make acquisitions to expand its market
geographically, complement its product line and supplement its technical
knowledge. The Company presently has available capacity in certain of its
facilities, and therefore the Company believes that it is well-positioned to
make additional acquisitions and integrate the acquired businesses into its
existing facilities. While the Company regularly evaluates potential
acquisition opportunities in the ordinary course of its business, as of the
date hereof there are no existing commitments or agreements with respect to
any acquisitions.
37
PRODUCTS
The Company manufactures products in the following four general categories:
high performance relays, general purpose relays, solid state relays and
solenoids, which represented 71.2%, 22.5%, 3.0% and 3.3%, respectively, of the
Company's net sales in 1995.
Relays
A relay is an electrically operated switch which can be located at a remote
location to control electrical current or signal transmissions.
Electromechanical relays utilize discrete switching elements which are opened
or closed by electromagnetic energy and thus control circuits with physical
certainty. Since these devices are controlled electrically, they can be placed
at remote locations where it may not be safe or convenient for a human
operator to be located. Relays are designed to meet exacting circuit and
ambient conditions and can control numerous circuits simultaneously. Certain
relay types measured in microwatts are used to switch signals in test
equipment, computers and telecommunications systems. Higher power relays,
which switch or control high voltage or high currents, are used in electric
vehicles, aircraft electrical systems, heart defibrillators and spacecraft
power grids. Due to various application requirements, relays come in thousands
of shapes, sizes and with differing levels of performance reliability. Because
of the many switching functions performed by relays, they are found in
thousands of electrical and electronic applications.
High performance relays. High performance relays are characterized by their
advanced design or construction, demanding performance and reliability
requirements and used in adverse operating environments. High performance
relays provide customers with the advantages of smaller size, lighter weight,
longer life, energy efficiency and greater reliability than general purpose
relays. Many of the Company's high performance relays are hermetically sealed
in metal or ceramic enclosures to protect the internal operating mechanisms
from harsh environments and to improve performance and reliability. The
Company manufactures more than 400 types of high performance relays in its
North Carolina, Ohio and California facilities. The inherent switching
advantages of the Company's high performance relays generally command higher
selling prices than general purpose relays. The sale prices of high
performance relay products range from approximately $10 to $3,500 per unit.
The Company's high performance relays are sold to commercial airframe
manufacturers, manufacturers of communication systems, medical systems,
avionics systems, automatic test equipment, aerospace, and defense equipment
manufacturers. High performance relays can have a variety of applications in a
single end product. For example, the Company believes that more than 250 of
its high performance relays are used on each Boeing 777 aircraft to perform
switching, power distribution and control functions in the avionics system,
radio communications, power regulation equipment and electrical load
management system. High performance relays are also an integral component in
heart defibrillator machines and electric vehicles.
General purpose relays. Like its high performance relay products, the
Company's general purpose relays are generally targeted towards niche
applications where they are typically sole-sourced or have limited
competition. The Company's general purpose relays are used in commercial and
industrial applications where performance and reliability requirements are
somewhat less demanding than those for high performance relays. These relays
are generally manufactured for the Company in Mexico and in China where longer
production runs are necessary for operating efficiency. Many of these
production lines are either semi-automated or utilize lower-cost assembly
labor. The Company's general purpose relay offering includes some of the more
sophisticated product types in the general purpose category. The prices of
general purpose relays range from $1 to $25 per unit. Specific applications
for the Company's general purpose relays include an environmental management
system for buildings manufactured by Johnson Controls which uses up to 700
general purpose relays per system. Taylor Freezer also uses many of the
Company's general purpose relays in its ice cream machines.
38
Solid state relays. A solid state relay contains no moving parts and
performs switching functions utilizing semiconductor devices. Since there are
no moving parts, these types of relays feature very long service lives and
high reliability, but such products are not appropriate for applications
requiring complete electrical isolation. High performance solid state relays
are becoming increasingly sophisticated and provide the user with control and
functional options not previously available. Switching speed of solid state
relays is normally much faster than that of electromechanical relays. The
Company significantly increased its solid state relay product offerings
through the HiG Acquisition in January 1995. Management believes that,
although sales of solid state relays represent approximately 3% of total 1995
net sales, solid state relays represent a logical and attractive growth
opportunity for the Company. Solid state relays are sold to commercial
industrial equipment manufacturers and defense equipment manufacturers for
prices ranging from approximately $15 to $500 per unit.
Solenoids
Solenoids are similar to relays in design, but differ in that
electromechanical action is used to perform mechanical functions. Rather than
control currents or transmissions, solenoids are applied when a defined
mechanical motion is required in the user's equipment or system. Among their
many applications, solenoid products operate product release mechanisms in
vending machines, activate remote door locks, open and close valves, and are
utilized in custom automation equipment. Like relays, solenoids can be made in
many sizes and shapes to meet specific customer application requirements.
The Company supplies products to the high performance and the general
purpose solenoid markets. High performance solenoids tend to be custom
designed and are used in aerospace, security, power station and automotive
applications such as aerospace de-icing equipment and commercial airframe fuel
shut-off valves. General purpose solenoid types are used in vending machines,
automation equipment, office machines and cameras. The Company manufactures
its high performance solenoids in its Fairview, North Carolina facility, while
its general purpose solenoid types are manufactured by subcontractors in
China. The prices of the Company's solenoids range from $2 to $350 per unit.
PRODUCT DEVELOPMENT
The Company intends to continue to develop new products to meet the
application requirements of its customers and to expand the Company's
technical capabilities.
High performance relays. The Company is developing several new types of high
performance relays, including a high voltage relay to be used in a new model
of automatic heart defibrillator, a high voltage relay for the rail
transportation industry, a new energy efficient, long-life environmentally
sealed relay for applications where energy consumption is critical, and a new
relay designed to reduce printed circuit board space. The Company is also
developing a new line of ultra-high reliability relays which are similar to
the high performance relays in composition, but are subject to more rigorous
testing because such relays are used in aerospace and satellite equipment and
are therefore continuously utilized in adverse conditions.
General purpose relays. The Company is currently developing several new
product types to be used in automotive and commercial/industrial applications.
These products are currently in the prototype stage and the Company expects to
begin manufacturing and selling certain of these products in 1996.
Solenoids. The Company is currently developing several new solenoid types
for use in business equipment, vending machines, security systems, home
appliances, automotive door locks, electronic games, and personal computers.
Prototypes of many of these products are in the test phase while others are in
mechanical design. The development cycle of new solenoids from design to
prototype can generally be completed within one month. The Company expects to
commence marketing these new solenoids in 1996.
39
CUSTOMERS
The Company has established a diversified base of over 2,100 customers
representing a wide range of industries and applications. Sales by industry
segment are diversified across the commercial airframe, defense/aerospace,
commercial/industrial equipment, communications, automatic test equipment, and
automotive markets representing approximately 29.0%, 27.3%, 22.9%, 14.8%, 3.8%
and 2.2% respectively, of net sales during 1995. Sales to customers outside of
the United States comprised approximately 14% of net sales during 1995. No
single customer accounted for greater than 10% of the Company's total net
sales for 1995. The chart set forth below lists the Company's primary market
segments, representative customers, and certain end product applications.
MARKET SEGMENT REPRESENTATIVE CUSTOMERS PRODUCT APPLICATIONS
- -------------- ------------------------ --------------------
Commercial Airframe Airbus, Aerospatiale, Beech, Flight Control Systems,
Boeing, British Aerospace, Navigation Control Systems,
Cessna, Lear, McDonnell- Communication Systems, Radar
Douglas, Smiths Industries Systems, Landing Gear
Control Systems, Electrical
Load Management Systems
Defense/Aerospace Allied Signal, Bell Satellites, Missiles, Tanks,
Helicopter, General Defense Systems, Navigation
Dynamics, Grimes Aerospace, Equipment, Aircraft, Global
HR Textron, Hughes Missile Positioning Equipment
Systems, ITT Aerospace,
Litton Industries, Lockheed
Martin, Loral, Lucas
Aerospace, McDonnell-
Douglas, NASA, Raytheon,
Rocketdyne, Rockwell,
Sundstrand Aviation, TRW,
Westinghouse
Commercial/Industrial Amana, ABB, Burdick, Dover, Vending Machines, Overhead
ECC, General Electric, Doors, Medical
Hercules Corp., Hewlett- Instrumentation, Heart
Packard, Honeywell, Johnson Defibrillators, Motor
Controls, Laerdal, Landis & Controls, Welders, White
Gyr, Lorain, Miller Goods, Appliances, Heating,
Electric, Montgomery Ventilation, Air
Elevator, Onan, Otis Conditioning Controls, Spas,
Elevator, Physio Control, Metering, High Voltage
Rockwell, Safetran, Testers
Scotsman, Siemens, Taylor
Freezer, Trane,
Westinghouse, Whitaker
Controls, Woodward Governor,
Zoll Medical
Communications AG Communications, Alcatel, Central Office Switches,
Allied Signal, AT&T, Station Switches, RF Radios,
Collins, Daewoo, IBM, Facsimile Communications,
Motorola, Pulsecom, Line Test Equipment,
Rockwell, Tellabs, Teltrend, Wireless Phones
Wiltron
Automatic Test Equipment Hewlett-Packard, IBM, Metric Electronic Systems, Test and
Systems, Picon, Schlumberger Component Systems
Automotive Chrysler, GM, Mercedes, Electric Vehicles,
Rostra Automotive Security Systems
40
SALES AND DISTRIBUTION
The Company sells its products worldwide through a network of 72 independent
sales representatives and 27 distributors in North America, Europe and Asia.
This sales network is supported by the Company's internal staff of 10 direct
product marketing managers, 10 customer service associates, 10 application
engineers and two marketing communication specialists.
The Company believes it differentiates itself from many of its competitors
by offering a high level of customer service and engineering support to its
customers. A key element in the service provided by the Company to its
customers is assistance in the proper application of the Company's products,
thereby reducing field failures and overall product cost in use. The Company
believes that its service oriented approach has contributed to significant
customer loyalty. The Company seeks to provide customized solutions to its
customers' switching problems and to sell complementary products across its
broad product offering to both existing and new customers. The Company has
formed strategic partnerships with certain customers to develop new products,
improve on existing products, and reduce product cost in use.
The Company provides its salespeople, representatives, and distributors with
product training on the application and use of all Company products. The
Company employs 10 technical application engineers who provide ongoing
technical support to new and existing customers. The application engineers,
along with the product marketing managers, develop application-related
literature, provide answers to customer questions on the use and application
of the Company's products, and provide field support at the customer's site
during installation or use, if required. The Company believes that the
services provided by its application engineers and product marketing managers
are an integral factor in its sales and new customer development efforts.
The Company produces internally nearly all of its own marketing
communication materials, enabling the Company's marketing department to
incorporate product improvements and respond to market changes rapidly. The
Company maintains an up-to-date database of over 9,000 prospects with an
active customer base of approximately 2,100.
The Company conducts virtually all of its sales through sales
representatives who sell both to end users and distributors. The Company has
maintained relationships with many of its sales representatives and
distributors for over ten years. The Company believes that its longstanding
relationships with its sales network contributes to the effectiveness of its
marketing program.
Sales representatives, who market the Company's products exclusively, and
distributors enter into agreements with the Company that allow for termination
by either party upon 30 days notice. Distributors are permitted to market and
sell competitive products and can return to the Company a small portion of
products purchased by them during the term of such agreements.
COMPETITION
The markets in which the Company operates are highly competitive. The
Company competes primarily on the basis of quality, reliability, price,
service and delivery. Its primary competitors are Teledyne Relays, Genicom,
Jennings, Leach, Ibex and Eaton in the high performance relay market, the
Electromechanical Products division of Siemens in the general purpose relay
market, and G.W. Lisk in the solenoid market. Several of the Company's
competitors have greater financial, marketing, manufacturing and distribution
resources than the Company and some have more automated manufacturing
facilities. There can be no assurance that the Company will be able to compete
successfully in the future against its competitors or that the Company will
not experience increased price competition, which could adversely affect the
Company's results of operations. The Company also faces competition for
acquisition opportunities from its large competitors.
The Company believes that significant barriers to entry exist in the high
performance relay markets in the form of stringent commercial and military
qualifications required to sell products to certain customers in
41
these markets. The Company holds military qualifications (QPL) for 29 of its
product types. During 1995, approximately $9.7 million (14.2%) of the
Company's total revenue was derived from the sale of qualified products.
Obtaining and maintaining these qualifications is contingent upon successful
completion of rigorous facility review and product testing on a regular basis
and at a significant cost. Each of the Company's North Carolina manufacturing
facilities are certified to Military Standard 790, a standard promulgated by
the DOD. The elimination by the military or certain commercial customers of
qualification requirements would lower these barriers to entry and enable
other relay manufacturers to sell products to such customers.
The Company holds patents on many of its products, including high voltage DC
relays and other high performance relays. In addition, the Company has
developed proprietary manufacturing capabilities which afford the Company an
advantage over its competitors in many of its product lines. See "--
Proprietary Rights."
MANUFACTURING
The Company has established efficient, flexible and diverse manufacturing
capabilities, which the Company believes enable it to provide its customers
with a wide array of high quality custom and standard relays and solenoids at
competitive prices and lead times. The Company manufactures its products at
five facilities which utilize advanced and often proprietary assembly and
processing techniques.
The facilities of the CII Division in North Carolina manufacture high
performance signal relays and solenoids and have each obtained the Military
Standard 790 certification promulgated by the DOD which involves rigorous
documentation of operating systems processes, assembly, and testing technique.
The Kilovac Division's facility in Southern California manufactures high
performance, high voltage relays utilizing advanced propriety assembly and
processing techniques and maintains rigorous certifications and qualifications
required by its sophisticated customer base. Products manufactured at the
Kilovac facility represented approximately 21.5% of the Company's net sales in
1995.
The Company's facility in Juarez, Mexico manufactures general purpose relays
which represented approximately 13.1% of the Company's net sales in 1995. In
addition to manufacturing a broad array of general purpose relays for its
diverse customer base, this facility provides the Company with sophisticated
low cost assembly, process, and testing capabilities for labor-intensive
manufacture of certain components and products.
The Hartman Division's facility in Mansfield, Ohio manufactures high
performance, high current relays using a modular construction technique that
is designed to satisfy diverse customer requirements. Products manufactured by
the Hartman Division represented approximately 25.5% of the Company's net
sales in 1995.
Products representing approximately 0.9% of the Company's net sales in 1995
were manufactured at a subcontract facility in Connecticut. The Company owns
substantially all of the assets at this subcontract facility. Under the
agreement between the Company and the subcontractor, the subcontractor will
provide consultation, manufacturing, design, and engineering services upon the
Company's request on fixed pricing terms.
The Company also subcontracts for certain relays and solenoids to six
subcontractors located in China and Japan which represented approximately 3.1%
of the Company's net sales in 1995. In addition, these subcontractors supply
the Company with low cost labor-intensive assembly of certain components which
assists the Company in its cost reduction efforts.
The Company participated in the construction and design of the product lines
of each of its subcontractors and routinely confirms that the manufacturing
facilities of each subcontractor meet the Company's stringent product quality
qualifications. The Company believes that production by its international
subcontractors who maintain low labor costs and strong manufacturing
competence enable the Company to compete effectively in the relay and solenoid
marketplace.
42
FACILITIES
The Company, headquartered in Fairview, North Carolina, operates the
following manufacturing and distribution facilities worldwide:
SQUARE
LOCATION FOOTAGE PRODUCTS MANUFACTURED
-------- ------- ---------------------
CII DIVISION:
Fairview, North Carolina 70,000 High performance relays and solenoid
products
Asheville, North Carolina 26,000 High performance relays and electronic
products
KILOVAC DIVISION:
Carpinteria, California 38,000 High voltage and power switching relay
products
MIDTEX DIVISION:
Juarez, Mexico 45,000 General purpose relay products
El Paso, Texas 6,000 Distribution center
HARTMAN DIVISION:
Mansfield, Ohio 53,000 High performance power relays
INDIAN JOINT VENTURE:
Cochin, India(1) 20,000 High performance and general purpose relay
products
- --------
(1) The Company has a 25% ownership interest in the Indian Joint Venture named
CII Guardian International Limited. Production is expected to commence at
this facility in the third quarter of 1996.
The Company's manufacturing and assembly facilities (including the Indian
Joint Venture property) contain approximately an aggregate of 250,000 square
feet of floor space. Each of the facilities is under lease, other than the two
North Carolina properties which the Company owns. The Company currently has
available manufacturing space in certain of its facilities. The Company
believes this excess manufacturing capacity will allow for the integration of
future product line acquisitions and/or the development of new product lines.
The facilities of the CII Division and the Hartman Division, each of which
manufacture products to be sold to the military, maintain Military Standard
790 and Military Standard I 45208 certifications, respectively.
The Company's headquarters in Fairview, North Carolina house the sales and
engineering staff of the CII Division. The corporate, sales and engineering
staff of the Kilovac Division and the Midtex Division are located in the
Carpinteria, California and Juarez, Mexico facilities, respectively, and the
leases for these facilities expire in April 2006 and June 1998, respectively.
The Company has entered into a lease for Hartman's Mansfield, Ohio facility
providing for a ten year term and an option to purchase.
Indian Joint Venture
In November 1995 the Company formed a joint venture in India with Guardian
Controls Ltd. ("Guardian"), an Indian company with which the Company has had a
business relationship for more than ten years. The joint venture is expected
to produce relays for the domestic Indian market and global markets and to
manufacture labor-intensive relay components and sub-assemblies for export to
the Company's divisions in North America. The Company trained the employees of
the Indian Joint Venture in its North Carolina facilities and is currently
transferring to the Indian Joint Venture's facility the assembly equipment
which was purchased by the Indian Joint Venture. All sales for the Indian
Joint Venture outside of India will be channeled through the Company's
existing sales representatives. The Company and Guardian each have a 25%
interest in the Indian Joint Venture, the Bank of India has a 15% interest,
and the remaining 35% interest is held by certain financial investors in
India. The governing board of the Indian Joint Venture is presently composed
of two designees of the Company, one designee of Guardian and two outside
directors.
43
EMPLOYEES
As of June 30, 1996, the Company had approximately 1,054 employees. Of these
employees, approximately 293, including the sales and engineering staff, were
employed in its Fairview headquarters, approximately 185 were employed in the
Asheville facility, approximately 267 were employed in the Mexico facility,
approximately 3 were employed in the Texas facility, approximately 180 were
employed in the Ohio facility and approximately 126 were employed in the
California facility. Approximately 150 of Hartman's employees in the Ohio
facility are represented by the International Union of Electronics,
Electrical, Salaried, Machine and Furniture Workers AFL, CIO. As a result of
the Hartman Acquisition, these employees are working under temporary terms of
employment while the Company and the union negotiate a new collective
bargaining agreement. No assurance can be given that the Company and the union
will agree to a labor contract or that the terms of an agreement will be
favorable to the Company. The Company believes that its relations with its
employees are excellent.
PROPRIETARY RIGHTS
The Company currently holds seven patents, one registered trademark and has
four patent applications and four trademark registrations pending. None of the
Company's material patents expire prior to 2000. The Company intends to
continue to seek patents on its products, as appropriate. The Company does not
believe that the success of its business is materially dependent on the
existence, validity or duration of any patent, license or trademark.
The Company attempts to protect its trade secrets and other proprietary
rights through formal agreements with employees, customers, suppliers and
consultants. Although the Company intends to protect its intellectual property
rights vigorously, there can be no assurance that these and other security
arrangements will be successful. The Company has from time to time received,
and may in the future receive, communications from third parties asserting
patents on certain of the Company's products and technologies. Although the
Company has not been a party to any material intellectual property litigation,
if a third party were to make a valid claim and the Company could not obtain a
license on commercially reasonable terms, the Company's operating results
could be materially and adversely affected. Litigation, which could result in
substantial cost to and diversion of resources of the Company, may be
necessary to enforce patents or other intellectual property rights of the
Company or to defend the Company against claimed infringement of the rights of
others. The failure to obtain necessary licenses or the occurrence of
litigation relating to patent infringement or other intellectual property
matters could have a material adverse affect on the Company's business and
operating results.
LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. As of the date of this Prospectus there are
no material legal proceedings pending against the Company.
ENVIRONMENTAL MATTERS
The Company is subject to various foreign, federal, state and local
environmental laws and regulations. The Company believes its operations are in
material compliance with such laws and regulations. However, there can be no
assurance that violations will not occur or be identified, or that
environmental laws and regulations will not change in the future, in a manner
that could materially and adversely affect the Company.
Under certain circumstances, such environmental laws and regulations may
also impose joint and several liability for investigation and remediation of
contamination at locations owned or operated by an entity or its predecessors,
or at locations at which wastes or other contamination attributable to an
entity or its predecessors have come to be located. The Company can give no
assurance that such liability at facilities the Company currently owns or
operates, or at other locations, will not arise or be asserted against the
Company or entities for which it may be responsible. Such other locations
could include, for example, facilities formerly owned or operated by the
Company (or an entity or business that the Company has acquired), or locations
to which wastes generated by the Company (or an entity or business that the
Company has acquired) have been sent. Under certain circumstances such
liability at several locations (discussed below), or at locations yet to be
identified, could materially and adversely affect the Company.
44
The Company has been identified as a potentially responsible party ("PRP")
for investigation and cleanup costs at two sites under the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended ("CERCLA"). CERCLA provides for joint and several liability for the
costs of remediating a site, except under certain circumstances. However, the
Company believes it will be allocated responsibility for a relatively small
percentage of the cleanup costs at each of these sites, and in both instances
other PRPs will also be required to contribute to such costs. Although the
Company's total liability for cleanup costs at these sites cannot be predicted
with certainty, the Company does not currently believe that its share of those
costs will have a material adverse effect.
Soil and groundwater contamination has been identified at and about the
Company's Fairview, North Carolina facility resulting in that site's inclusion
in the North Carolina Department of Environmental, Health & Natural Resource's
Inactive Hazardous Waste Sites Priority List. The Company believes that the
Fairview contamination relates to the past activities of a prior owner of the
Fairview property (the "Prior Owner"). On May 11, 1995, the Company entered
into a Settlement Agreement with the Prior Owner, pursuant to which the Prior
Owner agreed to provide certain funds for the investigation and remediation of
the Fairview contamination in exchange for a release of certain claims by the
Company. In accordance with the Settlement Agreement, the Prior Owner has
placed $1.75 million in escrow to fund further investigation, the remediation
of contaminated soils, and the installation and start-up of a groundwater
remediation system at the Fairview facility. The Company is responsible for
investigation, soil remediation and start-up costs in excess of the escrowed
amount, if any. The Settlement Agreement further provides that after the
groundwater remediation system has been operating for three years, the Company
will provide to the Prior Owner an estimate of the then present value of the
cost to continue operating and maintaining the system for an additional 27
years. After receiving the estimate, the Prior Owner is to deposit with the
escrow agent an additional sum equal to 90% of the estimate, up to a maximum
of $1.25 million. Although the Company believes that the Prior Owner has the
current ability to satisfy its obligations pursuant to the Settlement
Agreement, the Company believes that the total investigation and remediation
costs may exceed the amounts that the Prior Owner is required to provide
pursuant to the Settlement Agreement. Based on the possibility that the
groundwater remediation will need to be operated for 30 years, the Company has
estimated that the present value of the excess remediation and operating costs
not covered by the Settlement Agreement may be approximately $690,000 and has
accrued a reserve for such an amount on its books. Applicable environmental
laws provide for joint and several liability, except under certain
circumstances. Accordingly, the Company, as the current owner of a
contaminated property, could be held responsible for the entire cost of
investigating and remediating the site. If the site remedial system fails to
perform as anticipated, or if the funds to be provided by the Prior Owner
pursuant to the Settlement Agreement together with the Company's reserve are
insufficient to remediate the property, or if the Prior Owner fails to make
the scheduled future contribution to the environmental escrow, the Company
could be required to incur costs that could materially and adversely affect
the Company. See "Risk Factors--Environmental Matters."
In connection with the Hartman Acquisition, the Company entered into an
agreement pursuant to which it leases from a wholly owned subsidiary of Figgie
a manufacturing facility in Mansfield, Ohio, at which Hartman has conducted
operations (the "Lease"). The Mansfield property may contain contamination at
levels that will require further investigation and may require soil and/or
groundwater remediation. As a lessee of the Mansfield property, the Company
may become subject to liability for remediation of such contamination at
and/or from such property, which liability may be joint and several except
under certain circumstances. The Lease includes an indemnity from the Company
to the lessor for contamination that may arise following commencement of the
Lease, where caused by the Company or related parties, except under certain
circumstances. The Lease also includes an indemnity from Lessor to the
Company, guaranteed by Figgie, for certain environmental liabilities in
connection with the Mansfield Property, subject to a dollar limitation of
$12.0 million (the "Indemnification Cap"). In addition, in connection with the
Hartman Acquisition, Figgie has placed $515,000 in escrow for environmental
remediation costs at the Mansfield property to be credited towards the
Indemnification Cap as provided in the Lease. The Company believes that, while
actual remediation costs may exceed the cash amount escrowed, such costs will
not exceed the Indemnification Cap. If costs exceed the escrow and the Company
is unable to obtain, or is delayed in obtaining, indemnification under the
Lease for any reason, the Company could be materially and adversely affected.
45
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company anticipated to be in
place upon consummation of the Offering and their ages and positions with the
Company are set forth below:
NAME AGE POSITION OR AFFILIATION
---- --- -----------------------
Ramzi A. Dabbagh........ 61 Chairman of the Board, Chief Executive Officer, President and Director
Michael A. Steinback.... 42 President of CII Division and Director
Douglas Campbell........ 49 President of Kilovac Division and Director
G. Daniel Taylor........ 60 Executive Vice President of Business Development and Director
David Henning........... 49 Chief Financial Officer
Theodore Anderson....... 40 Vice President and General Manager of Midtex Division
Daniel McAllister....... 42 Vice President of Manufacturing and Engineering of Kilovac Division
James R. Mikesell....... 54 Vice President and General Manager of Hartman Division
Michael S. Bruno, Jr.... 41 Director
Daniel A. Dye........... 43 Director
John P. Flanagan........ 54 Director
Donald E. Dangott....... 63 Director
Upon the consummation of the Offering, the Board of Directors of the Company
will be expanded to 10 directors, and the Board currently intends to appoint
two additional independent directors following consummation of the Offering.
The present principal occupations and recent employment history of each of
the executive officers and directors of the Company listed above are set forth
below:
Ramzi A. Dabbagh was recently named the Chairman of the Board, Chief
Executive Officer and President of the Company. He served as President of
Communications Instruments from 1982 to 1995. Mr. Dabbagh has served as
President and Chairman of the National Association of Relay Manufacturers
("NARM") from 1991 to 1993 and has been a director of NARM since 1990.
Michael A. Steinback became President of the CII Division and a director of
the Company in 1995. He served as the Vice President of Operations of the CII
Division from 1994 to 1995. From 1990 to 1993, Mr. Steinback was Vice
President of Sales and Marketing for CP Clare Corporation. Mr. Steinback has
served on the Board of Directors of NARM for 2 years.
Douglas Campbell became President of the Kilovac Division and a director of
the Company in 1995 as a result of the Kilovac Acquisition. He had been
employed by the Kilovac Corporation since 1978, and its President since 1986.
Mr. Campbell is expected to leave his position upon the expiration of his
employment agreement in December 1996. The Company may elect to employ Mr.
Campbell on a part-time consulting basis in 1997. See "--Employment
Agreements." The Company has an understanding with Mr. Campbell that he will
be nominated to serve as a director of the Company through October 1997.
G. Daniel Taylor has been the Executive Vice President of Business
Development of the Company since October 1995 and a director of the Company
since 1993. He joined the Company in 1981 as Vice President of Engineering and
Marketing and became Executive Vice President in 1984. He has served as the
Company's representative to NARM and has acted as an advisor to the National
Aeronautics and Space Administration (NASA) for relay applications and testing
procedures since 1967.
David Henning became Chief Financial Officer of the Company in December
1994. He held various positions at CP Clare Corporation from 1971 to 1994 and
served as Chief Financial Officer of that corporation from 1992 to 1994.
Theodore Anderson has served as Vice President and General Manager of the
CII Division/Midtex Division since 1993. Mr. Anderson served as Product
Marketing Manager of CP Clare Corporation from 1990 to 1993.
46
Daniel R. McAllister has served as the Vice President of Manufacturing and
Engineering of the Kilovac Division since the Kilovac Acquisition in 1995 and
had served as Vice President of Product Development for the Kilovac
Corporation since 1990.
James R. Mikesell joined the Company as Vice President and General Manager
of the Hartman Division in July 1996 upon the completion of the Hartman
Acquisition. Mr. Mikesell joined Hartman Electrical Manufacturing in February
1994, from IMO Industries, where he had been the General Manager of their
Controlex Division for the previous 5 years. Prior to IMO, Mr. Mikesell was
Director of Manufacturing for the U.S. operations of the Automatic Switch
Division of Emerson Electric; Vice President of Engine Accessory Operations
and Director of Materials Management for the Quincy Controls Division of Colt
Industries; and in various operations management positions with Cummins Engine
and Dana Corporation.
Michael S. Bruno, Jr. has served as a director of the Company since 1993. He
was a founding Partner of Stonebridge Partners in 1986.
Daniel A. Dye has served as a director of the Company since 1993. He has
been a Partner of Stonebridge Partners since March 1993. From 1977 to 1993 he
was employed by Security Pacific Corporation and its successor company,
BankAmerica Capital Corporation and served as Senior Vice President of that
Company from 1988 to 1993.
John P. Flanagan has served as a director of the Company since 1993. He has
been an Operating Partner of Stonebridge Partners since 1992. He was the Chief
Operating Officer of Cabot Safety Corporation from 1990 to 1991 and President
of American Opticals Safety Business from 1985 to 1990.
Donald E. Dangott has served as a director of the Company since 1994. He
held various positions at Eaton Corporation until 1993, including serving as
the Director of Business Development Commercial and Military Controls
Operations from 1990 to 1993, and he presently serves as a business
development consultant. He is the Executive Director and a member of the Board
of Directors of NARM.
COMPENSATION OF DIRECTORS
As independent directors of the Company, Mr. Dangott and the directors to be
appointed after the consummation of the Offering will receive $10,000 per
year. All directors are entitled to reimbursement of reasonable out-of-pocket
expenses incurred in connection with Board meetings. Directors who are
officers of the Company or partners of Stonebridge Partners receive no
additional compensation for serving as directors. See "--Compensation
Committee Interlocks and Insider Participation."
BOARD COMMITTEES
The Board of Directors has an Audit Committee which makes recommendations to
the Board of Directors regarding the independent auditors to be nominated for
election by the shareholders, reviews the independence of such auditors,
approves the scope of the annual audit activities and reviews audit results.
The Audit Committee consists of Mr. Dye, Mr. Dangott and an additional
independent director to be named after the consummation of the Offering.
The Compensation Committee makes recommendations to the Board of Directors
concerning salaries and incentive compensation for officers and employees of
the Company. Mr. Flanagan, Mr. Dangott and an additional independent director
to be named after the consummation of the Offering will comprise the
Compensation Committee.
The Board of Directors may from time to time establish other committees to
assist it in the discharge of its responsibilities.
47
EXECUTIVE COMPENSATION
The following sets forth a summary of all compensation paid to the chief
executive officer and the three other executive officers of the Company (the
"Named Executive Officers") for services rendered in all capacities to the
Company for the year ended December 31, 1995.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION(1) COMPENSATION(2)
- --------------------------- -------- -------- --------------- ---------------
Ramzi A. Dabbagh ........ $163,752 $139,098 $361,305 $14,240
Chairman, President and
Chief Executive Officer
Michael A. Steinback..... 129,683 75,026 346,458 8,494
President of CII
Division and Director
G. Daniel Taylor......... 107,309 63,187 5,098 7,866
Executive Vice President
of Business Development
and Director
David Henning............ 102,500 60,350 343,833 7,396
Chief Financial Officer
- --------
(1) These amounts represent the sum of (i) the difference between the
appraised value of 25,000 shares of Common Stock at the date of purchase
($7.66 per share) and the purchase price paid for such shares ($0.46 per
share) ($180,100 for each of Messrs. Dabbagh, Steinback and Henning); (ii)
reimbursement for taxes related to stock compensation ($166,358 for
Messrs. Dabbagh and Steinback and $156,233 for Mr. Henning; (iii) fringe
benefits received by Messrs. Dabbagh and Taylor valued at $14,847 and
$5,098, respectively and (iv) and with respect to Mr. Henning,
reimbursement received by Mr. Henning for $7,500 of expenses relating to
the commencement of his employment with the Company.
(2)These amounts represent insurance premiums paid by the Company with respect
to term life insurance.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with Messrs. Dabbagh and
Taylor which terminate on May 11, 1998 and provide for annual base salaries of
$150,000 and $100,000. In addition, the employment agreements provide that
each of these executive officers is entitled to participate in a bonus pool
based upon the performance of the Company as established by the Board of
Directors, and such other employee benefit plans and other benefits and
incentives as the Board of Directors of the Company shall determine from time
to time. Under the employment agreements, each of Messrs. Dabbagh and Taylor
agrees that during the period of such agreement and for one year thereafter
such executive officer will not (i) become employed by or in any other way
associated with a business similar to that of the Company, (ii) solicit any
business similar to that of the Company from any of its customers or clients
or (iii) encourage any employees of the Company which have been employed by
the Company for a year or less to enter into any employment agreement or
perform any services for any other organization or enter into any other
business. The agreements also provide that while employed by the Company
neither of the executive officers may have a financial or other interest in a
supplier, customer, client or competitor of the Company (provided that
maintaining a financial interest equal to the lesser of $100,000 or 1%
ownership of a public company is not precluded). The employment agreements may
be terminated immediately by the Company "for cause" or within three months
after the death or disability of the employee. The Company maintains key-man
life insurance on Messrs. Dabbagh and Taylor and has agreed to pay out of the
proceeds of such policy three years salary to the estate of either officer in
the event of the death of such officer.
48
The Company entered into an employment agreement with Douglas Campbell in
connection with the Kilovac Acquisition pursuant to which Mr. Campbell is
employed on a full-time basis until December 31, 1996 and, at the Company's
request, on a part-time consultancy basis for up to 12 months thereafter.
Under such agreement, while he is a full-time employee Mr. Campbell is
entitled to receive an annual salary of $150,000 and such stock options and
bonuses as are afforded other key employees of the Kilovac Division. The
Company is entitled to terminate this employment agreement for any reason upon
90 days notice, provided that Mr. Campbell is entitled to receive his full
salary if he is terminated without "cause". Under the employment agreement Mr.
Campbell agrees that for the term of such agreement and for five years
thereafter he will not directly or indirectly participate, have a financial
interest in or advise any business competitive with the business of the
Company and will not at any time interfere with the business of the Company by
soliciting its customers, suppliers or employees.
The Company entered into employment agreements with Michael Steinback and
David Henning in January 1994 and December 1994, respectively, which expire in
April 1997 and December 1996, respectively, and are automatically renewed each
year. Messrs. Steinback and Henning are entitled to receive annual salaries
(subject to annual review) of $134,375 and $105,000, respectively, an annual
auto allowance, and other standard employee benefits applicable to the
Company's other executive officers, and are entitled to participate in the
Company's executive bonus plan. Each of Messrs. Steinback and Henning is
entitled to receive full salary and benefits for a year if he is terminated at
any time during such year.
EMPLOYEE BENEFIT PLAN
The CII Technologies Inc. 1996 Management Stock Plan (the "1996 Plan") has
been adopted by the Company's Board of Directors and approved by its
stockholders.
Administration. The 1996 Plan is administered by the Compensation Committee
of the Board of Directors. The Compensation Committee has discretion to select
the individuals to whom awards will be granted and to determine the type, size
and terms of each award and the authority to administer, construe and
interpret the 1996 Plan. Members of the Compensation Committee must be
"disinterested" within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934.
Participants. All employees of the Company who are selected by the
Compensation Committee are eligible to participate in the 1996 Plan. Each of
the Named Executive Officers and other officers of the Company is an eligible
participant under the 1996 Plan.
Awards. The 1996 Plan provides for the granting of incentive and non-
qualified incentive stock options, stock appreciation rights, and other stock
based awards (collectively or individually, "Awards"). An individual to whom
an Award is made has no rights as a stockholder with respect to any Common
Stock issuable pursuant to that Award until the date of issuance of the stock
certificate for such shares upon payment of the Award.
Shares Available for Awards. A total of 325,000 shares of Common Stock may
be subject to Awards under the 1996 Plan, subject to adjustment at the
discretion of the Compensation Committee in the event of a Common Stock
dividend, split, recapitalization or certain other transactions. The shares of
Common Stock issuable under the 1996 Plan may be either authorized unissued
shares, or treasury shares or any combination thereof. If any shares of Common
Stock subject to repurchase or forfeiture rights are reacquired by the Company
or if any Award is canceled, terminates or expires unexercised, the shares of
Common Stock which were issued or would have been issuable pursuant thereto
will become available for new Awards. No individual may receive options, SARs
or other stock-based Awards during a calendar year attributable to more than
75,000 shares of Common Stock, subject to adjustment in accordance with the
terms of the 1996 Plan.
Stock Options. A stock option which may be a non-qualified or an incentive
stock option (each, an "Option"), is the right to purchase a specified number
of shares of Common Stock at a price (the "Option Price") fixed by the
Compensation Committee. The Option Price of an incentive Option may be no less
than the
49
fair market value of the underlying Common Stock on the date of grant. Unless
otherwise provided in a participant's award agreement, options are not
transferable during the participant's lifetime and will generally expire not
later than ten years after the date on which they are granted. Options become
exercisable at such times and in such installments as the Compensation
Committee shall determine. The Compensation Committee may also accelerate the
period for exercise of any or all Options held by a participant.
The Compensation Committee may, at the time of the grant of an Option or
thereafter, grant the participant a right (a "Limited Right") to surrender to
the Company all or a portion of the related Option in connection with a Change
in Control (as defined below). In exchange for such surrender, the Option
holder would receive cash in an amount equal to the number of shares subject
to the Option multiplied by the excess of the higher of (i) the highest price
per share of Common Stock paid in certain Change of Control transactions or
(ii) the highest fair market value per share of Common Stock at any time
during the 90-day period preceding such Change in Control over the Option
Price of the Option to which the Limited Right relates. A Limited Right can be
exercised within the 30-day period following a Change of Control. A Limited
Right will only be exercisable during the term of the related Option. A
"Change in Control" is deemed to occur when: (i) 20% or more of the combined
voting power of Company's voting securities is acquired in certain instances;
(ii) individuals who are members of Company's Board of Directors prior to the
Change of Control cease, subject to certain exceptions, to constitute at least
a majority of such Board of Directors; or (iii) stockholders approve certain
mergers, consolidations, reorganizations, or a liquidation of the Company or
an agreement is approved for the sale or other disposition of all or
substantially all of the assets of the Company.
Stock Appreciation Rights. A stock appreciation right may be granted alone
or in tandem with Options. Upon exercise, a stock appreciation right will
entitle the participant to receive from the Company an amount equal to excess
of the fair market value of a share of Common Stock on the settlement date
over the per share grant or option price, as applicable (or some lesser amount
as the Compensation Committee may determine at the time of grant), multiplied
by the number of shares of Common Stock with respect to which the stock
appreciation right is exercised. Upon the exercise of a stock appreciation
right granted in connection with a stock option, the stock option shall be
canceled to the extent of the number of shares as to which the stock
appreciation right is exercised, and upon the exercise of a stock option
granted in connection with a stock appreciation right or the surrender of such
stock option, the stock appreciation right shall be canceled to the extent of
the number of shares as to which the stock option is exercised or surrendered.
The Compensation Committee will determine whether the stock appreciation right
will be settled in cash, Common Stock or a combination of cash and Common
Stock. The Compensation Committee may, at the time of the grant of a SAR
unrelated to an Option or thereafter, grant a Limited Right in tandem with the
SAR which will operate in a manner comparable to the Limited Rights described
above under the caption "Stock Options."
Other Stock Based Awards. Other Awards of Common Stock that are valued in
whole or in part by reference to, or otherwise based on, the fair market value
of Common Stock ("Other Stock-based Awards"), may be granted under the 1996
Plan in the discretion of the Compensation Committee. The Compensation
Committee may make Other Stock-based Awards in the form of (i) the right to
purchase shares of Common Stock, (ii) shares of Common Stock subject to
restrictions on transfer until the completion of a specified period of
service, the occurrence of an event or the attainment of performance
objectives, each as specified by the Compensation Committee, and (iii) shares
of Common Stock issuable upon the completion of a specified period of service,
the occurrence of an event or the attainment of performance objectives, each
as specified by the Compensation Committee. Other Stock-based Awards may be
granted alone or in addition to any other Awards made under the Plan. Subject
to the provisions of the 1996 Plan, the Compensation Committee has sole and
absolute discretion to determine to whom and when such Other Stock-based
Awards will be made, the number of shares of Common Stock to be awarded under
(or otherwise related to) such Other Stock-based Awards and all other terms
and conditions of such Awards. The Compensation Committee determines whether
Other Stock-based Awards will be settled in cash, Common Stock or a
combination of cash and Common Stock.
Additional Information. The Compensation Committee may accelerate or waive
vesting or exercise or the lapse of restrictions on all or any portion of any
Award or extend the exercisability of Options or SARs.
50
Unless otherwise provided in an individual's award agreement, an
individual's rights under the 1996 Plan may not be assigned or transferred
(except in the event of death). The Company will have the right to deduct from
all amounts paid to any participant in cash (whether under the 1996 Plan or
otherwise) any taxes required by law to be withheld therefrom. In the case of
payments of Awards in the form of Common Stock, at the Compensation
Committee's discretion, the participant may be required to pay to the Company
the amount of any taxes required to be withheld with respect to such Common
Stock, or, in lieu thereof, the Company shall have the right to retain the
number of shares of Common Stock the fair market value of which equals the
amount required to be withheld. Without limiting the foregoing, the
Compensation Committee may, in its discretion and subject to such conditions
as it shall impose, permit share withholding to be done at the Participant's
election.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995 the Company's Compensation Committee consisted of Messrs.
Dabbagh, Bruno and Flanagan. Neither Mr. Bruno nor Mr. Flanagan served as an
officer or employee of the Company during that year. Mr. Bruno is a general
partner and Mr. Flanagan is a special limited partner of the Partnership which
will own approximately 33.1% of the Common Stock of the Company upon
consummation of the Offering. As a general partner of the Partnership, Mr.
Bruno may be deemed to share beneficial ownership of the Common Stock
beneficially owned by the Partnership; however, Mr. Bruno disclaims such
beneficial ownership. See "Ownership of Common Stock."
Stonebridge Partners, which is an affiliate of the Partnership, renders
management, consulting, acquisition and financial services to the Company for
an annual fee of approximately $150,000. The Company believes that this fee is
no less favorable than that which could be obtained for comparable services
from unaffiliated third parties. From time to time, Stonebridge Partners may
also receive customary investment banking fees for services rendered to the
Company in connection with acquisitions and certain other transactions. The
Company paid Stonebridge Partners fees of $140,000 and $130,000 upon
consummation of the Kilovac Acquisition and Hartman Acquisition, respectively.
The Company also reimburses Stonebridge Partners for out-of-pocket expenses
incurred in connection with services rendered to the Company. Partners of
Stonebridge Partners who also serve as directors of the Company do not receive
additional compensation for service in such capacity.
51
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information concerning the beneficial
ownership of the Common Stock of the Company as of June 30, 1996 assuming the
consummation of the Kilovac Share Exchange and as adjusted to reflect the sale
of the shares offered hereby of (i) each beneficial owner of more than 5% of
the Common Stock of the Company, (ii) each director and each Named Executive
Officer and (iii) all directors and executive officers of the Company as a
group.
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THE OFFERING THE OFFERING
-------------- ------------
NAME AND ADDRESS NUMBER PERCENT NUMBER PERCENT
---------------- --------- ------- --------- -------
CII Associates, L.P.(1)(2)................ 2,150,000 71.7% 2,150,000 33.1%
Ramzi A. Dabbagh(3)....................... 75,000 2.5 75,000 1.2
Michael A. Steinback(3)................... 75,000 2.5 75,000 1.2
G. Daniel Taylor(3)....................... 100,000 3.3 100,000 1.5
David Henning(3).......................... 25,000 * 25,000 *
Michael S. Bruno(1)(2).................... 2,150,000 71.7 2,150,000 33.1
Daniel A. Dye(1)(2)....................... 2,150,000 71.7 2,150,000 33.1
John P. Flanagan(3)....................... 75,000 2.5 75,000 1.2
Donald E. Dangott(3)...................... -- -- -- --
Douglas Campbell(4)....................... 279,713 9.3 279,713 4.3
Directors and executive officers as a
group (12 persons)(2)(4)................. 2,779,713 92.7 2,779,713 42.8
- --------
* Represents less than 1% of the outstanding Common Stock of the Company.
(1) c/o Stonebridge Partners, Westchester Financial Center, 50 Main Street,
White Plains, NY 10606.
(2) The general partners of CII Associates, L.P. have sole voting and
investment power with respect to the shares of Common Stock owned by CII
Associates, L.P. Messrs. Bruno and Dye (directors of the Company) and
Messrs. David A. Zackrison and Harrison M. Wilson, as the general partners
of CII Associates, L.P., may be deemed to share beneficial ownership of
the shares shown as beneficially owned by CII Associates, L.P. Messrs.
Bruno and Dye disclaim beneficial ownership of such shares.
(3) c/o CII Technologies Inc., 1396 Charlotte Highway, Fairview, North
Carolina 28730
(4) Includes 25,243 shares held by Douglas Campbell, as Trustee of the
Campbell Charitable Remainder Unitrust (the "Unitrust") and 110,219 shares
held by Douglas Campbell, as Trustee of the Kilovac Corporation Employee
Stock Bonus Plan (the "ESBP"). Mr. Campbell disclaims beneficial ownership
of all shares held as Trustee of the Unitrust and of 103,409 shares held
by the ESBP, as to which the individual employees have the power to direct
the Trustee as to the disposition of the shares. Mr. Campbell's address is
c/o Kilovac Division, Communications Instruments, Inc., P.O. Box 4422,
Santa Barbara, California 93140.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
KILOVAC ACQUISITION
On October 11, 1995, the Company purchased 80% of the outstanding capital
stock of Kilovac pursuant to a Stock Subscription and Purchase Agreement, as
amended (the "Kilovac Purchase Agreement"), dated as of September 20, 1995
among the Company, Kilovac and the stockholders of Kilovac named therein (the
"Kilovac Stockholders"). Under the terms of the Kilovac Purchase Agreement,
concurrent with the consummation of the Offering, the 24,957 outstanding
shares of Kilovac held by the Kilovac Stockholders will be exchanged for the
number of shares of Common Stock of the Company equal to $4,500,000 divided by
the initial per share offering price to the public of the Common Stock being
offered hereby (450,000 shares of Common Stock based upon the assumed initial
public offering price of $10.00 per share) (the "Kilovac Share Exchange"). The
Shares of Common Stock to be issued in the Kilovac Share Exchange will be
issued pursuant to an exemption from the registration requirements of the
Securities Act and will be "restricted securities" within the meaning of Rule
144. Most of the Kilovac Stockholders have agreed not to sell or otherwise
dispose of any of the Common Stock of the Company acquired in the Kilovac
Share Exchange until 365 days after the Offering (the "Lock-up Period")
without the prior written consent of the Representatives of the Underwriters.
52
REGISTRATION RIGHTS
In connection with the CII Acquisition, the Partnership entered into a
Registration Rights Agreement with the Company (the "Registration Rights
Agreement") pursuant to which the Company granted demand registration rights
to the Partnership in respect of the shares of Common Stock and Preferred
Stock owned by the Partnership or a partner thereof (the "Registrable
Securities"). Under the Registration Rights Agreement, holders of a majority
of the outstanding Registrable Securities may make a demand registration at
any time. Expenses in connection with the exercise of such demand registration
rights are to be borne by the Company subject to certain limitations. Under
the terms of the stock subscription agreements pursuant to which certain
members of management and others purchased Common Stock in the Company, the
Company granted such purchasers certain rights to have their shares of Common
Stock included in registrations of capital stock of the Company ("piggyback
registration rights"). The Company is obligated to assume all of the costs
associated with the exercise of the piggyback registration rights other than
each such purchaser's pro rata share of any underwriter's discounts or
commissions. In connection with the Offering, all holders of Registrable
Securities and piggyback registration rights have agreed to waive their
registration rights for 365 days following the date of this Prospectus.
Upon the expiration of the Lock-up Period, holders of shares of Common Stock
received in the Kilovac Share Exchange may require the Company to register
such shares (at the Company's expense) pursuant to the Securities Act. In
addition, such stockholders have certain rights to register their shares pari
passu with any registration of shares effected on behalf of another
stockholder.
ISSUANCE OF SECURITIES BY THE COMPANY
In connection with the CII Acquisition on May 11, 1993, the Company issued
to the Partnership (i) 2,150,000 shares of Common Stock for $860,000, (ii)
40,000 shares of Cumulative Redeemable Preferred Stock for $2.0 million, and
(iii) a $4.0 million subordinated promissory note that bears interest at an
annual rate of 9.25% and one-half of the unpaid principal of such note is due
on each of May 31, 2002 and May 31, 2003 (the "CII Note"). $1.2 million of the
amounts due under the CII Note represent accrued and unpaid interest which
bears interest at an 11.75% interest rate. The general partners of the
Partnership include Michael S. Bruno, Jr. and Daniel A. Dye (both directors of
the Company), David A. Zackrison and Harrison M. Wilson and the limited
partners include the other partners of Stonebridge Partners, certain private
investors and the original shareholders of the Predecessor and Aleowyn C. Ward
(the "Original Shareholders"). The general partners of the Partnership have
sole voting and investment power with respect to the shares of Common Stock
owned by the Partnership.
As part of the financing of the CII Acquisition, the Original Shareholders
issued notes for an aggregate principal amount of $2.0 million which bear
interest at the annual rate of 9.25% and become due May 11, 2003 (the "Seller
Notes"). The aggregate principal amount of the Seller Notes was reduced by
$250,000 on May 17, 1994 in satisfaction of certain indemnity claims arising
under the acquisition agreement pursuant to which the CII Acquisition was
accomplished (the "Acquisition Agreement"). The Original Shareholders were
subsequently released from all indemnity obligations arising under the
Acquisition Agreement on October 11, 1995. On October 11, 1995, three of the
four Original Shareholders, in their capacity as limited partners of the
Partnership, each contributed $100,000 of their respective Seller Notes to
their respective capital accounts in the Partnership (the "Capital Notes").
Proceeds from the Offering will be used to repay the $1.45 million outstanding
principal and interest on the Seller Notes and the $300,000 outstanding
principal and interest on the Capital Notes.
On October 11, 1995, in connection with the Kilovac Acquisition, the Company
issued to the Partnership (i) 40,000 shares of Cumulative Redeemable Preferred
Stock Series A for a purchase price of $2.0 million and (ii) a subordinated
promissory note in the principal amount of $1.7 million which bears interest
at the annual rate of 9.25% and one-half of the unpaid principal amount on
such note is due on each of October 11, 2004 and October 11, 2005 (the
"Kilovac Note"). $74,000 of the amounts due under the Kilovac Note represent
accrued and unpaid interest which bears interest at an 11.75% interest rate.
Proceeds from the Offering will be used to repay the $1.8 million outstanding
principal and accrued interest on the Kilovac Note and to redeem the Preferred
Stock.
53
On October 11, 1995, the Company made a $70,000 loan to Ramzi Dabbagh (the
Chairman, President and Chief Executive Officer of the Company) which was to
bear interest at 9.25% per annum and secured by Mr. Dabbagh's limited
partnership interest in the Partnership. Mr. Dabbagh repaid the principal and
accrued interest on this loan in December 1995.
On December 1, 1995 Ramzi Dabbagh, Michael Steinback and David Henning each
purchased 25,000 shares of Common Stock for $11,400. On such date other
employees also purchased stock of the Company as follows: Theodore Anderson
purchased 12,500 shares of Common Stock for $5,700 and Gary C. McGill, Jeffrey
W. Boyce and Raymond McClinton purchased 4,165, 4,165 and 4,170 shares of
Common Stock, respectively, for purchase prices of $1,899, $1,899 and $1,902,
respectively. The Company recorded a special compensation charge in 1995 to
reflect the difference between the purchase price of such Common Stock
issuances and the estimated fair market value of such shares. The Company also
granted a cash bonus to each of these employees to compensate such employees
for the tax impact of the stock issuances. See "--Summary Compensation Table."
DESCRIPTION OF CAPITAL STOCK
Upon completion of the Offering, consummation of the Kilovac Share Exchange
and application of the proceeds as described herein, the authorized capital
stock of the Company will consist of 25,000,000 shares of Common Stock, $.01
par value per share, of which 6,500,000 shares will be outstanding, and five
million shares of Preferred Stock, $.01 par value per share, none of which
will be outstanding. The following description of the capital stock of the
Company, and certain provisions of the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Restated Bylaws (the
"Bylaws") is a summary of such provisions as proposed to be amended prior to
consummation of the Offering and is qualified in its entirety by the
provisions of the Certificate of Incorporation and Bylaws, as anticipated to
be amended, copies of which are filed as exhibits to the Company's
Registration Statement of which this Prospectus is a part. As of the date of
this Prospectus the Company's Common Stock is held of record by 11
stockholders.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of the stockholders, including the election of
directors. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election if they choose to do so. The Certificate of
Incorporation does not provide for cumulative voting for the election of
directors. Subject to the prior rights of the holders of any Preferred Stock,
holders of Common Stock will be entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor, and will be entitled to receive, pro rata,
all assets of the Company available for distribution to such holders upon
liquidation. Holders of Common Stock do not have preemptive, subscription or
redemption rights.
Application has been made to list the Common Stock on the Nasdaq National
Market under the symbol CIIT.
PREFERRED STOCK
The Restated Certificate of Incorporation is expected to be amended to
authorize the Company to issue "blank check" Preferred Stock, which may be
issued from time to time in one or more series upon authorization by the
Company's Board of Directors. The Board of Directors, without further approval
of the stockholders, will be authorized to fix the dividend rights and terms,
conversion rights, voting rights, redemption rights and terms, liquidation
preferences, and any other rights, preferences, privileges and restrictions
applicable to each series of the Preferred Stock. The issuance of Preferred
Stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes could, among other things, adversely affect the
voting power of the holders of Common Stock and, under certain circumstances,
make it more difficult for a third party to gain control of the Company,
discourage bids for the Company's Common Stock at a premium or otherwise
adversely affect the market price of the Common Stock.
54
The Restated Certificate of Incorporation also authorizes 85,000 shares for
each of two series of Preferred Stock, designated as the Cumulative Redeemable
Preferred Stock and the Cumulative Redeemable Preferred Stock Series A
(collectively, the "Existing Preferred Stock"). As of the date of this
Prospectus, 40,000 shares of each series are issued and outstanding and are
held by the Partnership. The Company anticipates that a portion of the
proceeds of the Offering will be used to redeem all of the outstanding
Existing Preferred Stock at a price per share of $50 plus an amount equal to
all accrued and unpaid dividends to the date fixed by the Board of Directors
as the redemption date.
CERTAIN CERTIFICATE OF INCORPORATION, BYLAW AND STATUTORY PROVISIONS AFFECTING
STOCKHOLDERS
Classified Board; Board Vacancies. Effective upon the first annual meeting
of stockholders following the Offering, the Restated Certificate of
Incorporation is expected to be amended to provide that the Company's Board of
Directors will be divided into three classes, with each class, after a
transitional period, serving for three years, and one class being elected each
year. Members of the Board of Directors may be removed only with cause. A
majority of the remaining directors then in office, though less than a quorum,
or the sole remaining director, will be empowered to fill any vacancy on the
Board of Directors. A majority vote of the stockholders will be required to
alter, amend or repeal the foregoing provisions. The classification of the
Board of Directors may discourage a third party from making a tender offer or
otherwise attempting to gain control of the Company and may maintain the
incumbency of the Board of Directors. See "Management."
Special Meetings of Stockholders. The Restated Certificate of Incorporation
is expected to be amended to require that special meetings of the stockholders
of the Company be called only by a majority of the Board of Directors and
certain officers.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws are expected to be amended to provide that
stockholders seeking to bring business before or to nominate directors at any
meeting of stockholders, must provide timely notice thereof in writing. To be
timely, a stockholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than 60 days nor
more than 90 days prior to such meeting or, if less than 60 days' notice was
given for the meeting, within 10 days following the date on which such notice
was given. The Bylaws also will specify certain requirements for a
stockholder's notice to be in proper written form. These provisions may
preclude some stockholders from bringing matters before the stockholders or
from making nominations for directors.
Section 203 of Delaware Corporation Law. Following the consummation of the
Offering, the Company will be subject to the "business combination" statute of
the Delaware General Corporation Law. In general, such statute prohibits a
publicly held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the time that such person became an "interested
stockholder," unless (i) the transaction is approved by the board of directors
prior to the time the interested stockholder obtained such status, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
"interested stockholder," the "interested stockholder" owned at least 85% of
the voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or (iii) on or subsequent
to such time the "business combination" is approved by the board of directors
and authorized at an annual or special meeting of stockholders by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the "interested stockholder." A "business combination" includes
mergers, consolidations, asset sales and other transactions resulting in
financial benefit to a stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three years, did
own) 15% or more of a corporation's voting stock. The statute could prohibit
or delay mergers or other takeover or change in control attempts with respect
to the Company and, accordingly, may discourage attempts to acquire the
Company.
55
Limitations on Directors' Liability. Delaware law authorizes corporations to
limit or eliminate the personal liability of directors to corporations and
their stockholders for monetary damages for breach of directors' fiduciary
duty of care. The Restated Certificate of Incorporation limits the liability
of the Company's directors to the Company or its stockholders (in their
capacity as directors but not in their capacity as officers) to the fullest
extent permitted by Delaware law. As a result, directors will not be
personally liable for monetary damages for breach of a director's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
The inclusion of this provision in the Restated Certificate of Incorporation
may have the effect of reducing the likelihood of derivative litigation
against directors, and may discourage or deter stockholders or management from
bringing a lawsuit against directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the
Company and its stockholders.
TRANSFER AGENT AND REGISTRAR
First Union National Bank of North Carolina will be the Transfer Agent and
Registrar for the Common Stock.
56
SHARES ELIGIBLE FOR FUTURE SALE
Upon the completion of the Offering, 6,500,000 shares of Common Stock will
be outstanding (7,025,000 shares if the Underwriter's over-allotment option is
exercised in full). Of these shares, the 3,500,000 shares (4,025,000 if the
over-allotment option granted to the Underwriters is exercised in full) sold
in the Offering may be freely traded without restriction under the Securities
Act, except by purchasers in the Offering who may be deemed to be "affiliates"
of the Company, as that term is defined in Rule 144 under the Securities Act
(an "Affiliate").
All of the shares of Common Stock currently outstanding were, and the shares
to be issued in the Kilovac Share Exchange will be, acquired in transactions
exempt from registration under the Securities Act. These shares, as well as
any shares purchased in the Offering by an Affiliate, may not be resold unless
they are registered under the Securities Act or are sold pursuant to an
applicable exemption from registration, including exemptions under Rule 144.
In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, if at least two years have elapsed since the
later of the date "restricted securities" (as that term is defined in Rule
144) were acquired from the Company or from an Affiliate, the beneficial
holder of such restricted shares (including an Affiliate) is entitled to sell
a number of shares within any three-month period that does not exceed the
greater of 1% of the then outstanding shares of Common Stock immediately after
the Offering or the average weekly volume of trading in the Common Stock as
reported through the automated quotation system of a registered securities
association during the four calendar weeks preceding such sale and may sell
such shares only through unsolicited brokers' transactions. Sales under Rule
144 are also subject to certain requirements pertaining to the manner of such
sales, notices of such sales and the availability of current public
information concerning the Company. Existing Stockholders holding 2,425,000
shares have already satisfied the two-year holding period. In addition,
Affiliates may sell shares not constituting restricted securities in
accordance with the foregoing volume limitations and other requirements but
without regard to the two-year holding period.
Most of the restricted securities will be subject to "lock-up" agreements
under which the holders of such shares will agree not to sell or otherwise
dispose of any shares of Common Stock for a period of 365 days without the
prior written consent of the Representatives of the Underwriters.
Under Rule 144(k), if at least three years have elapsed since the later of
the date restricted shares were acquired from the Company or an Affiliate, a
holder of such restricted shares who is not an Affiliate at the time of the
sale and has not been an Affiliate for at least three months prior to the sale
would be entitled to sell the shares immediately without regard to the volume
limitations and other conditions described above. A non-affiliate existing
stockholder holds 25,000 shares which may be resold under Rule 144(k) without
restriction, assuming such existing stockholder does not become an Affiliate
of the Company.
The existing stockholders (including the recipients of shares in the Kilovac
Share Exchange) will have registration rights with respect to the 3,000,000
shares of Common Stock held by such shareholders following the closing of the
Offering. See "Certain Relationships and Related Transactions--Registration
Rights" and "--Kilovac Acquisition."
57
UNDERWRITING
The Company has entered into an underwriting agreement (the "Underwriting
Agreement") with certain underwriters listed in the table below (the
"Underwriters"), for whom William Blair & Company, L.L.C. and Furman Selz LLC
are acting as Representatives (the "Representatives"). Subject to the terms
and conditions set forth in the Underwriting Agreement, the Company has agreed
to sell to each of the Underwriters, and each of the Underwriters has
severally agreed to purchase from the Company, the number of shares of Common
Stock set forth opposite each Underwriter's name in the table below:
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
William Blair & Company, L.L.C. ................................
Furman Selz LLC.................................................
---------
Total......................................................... 3,500,000
=========
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all of the Common Stock
being sold pursuant to the Underwriting Agreement if any of the Common Stock
being sold pursuant to the Underwriting Agreement (excluding shares covered by
the over-allotment option granted therein) is purchased. In the event of and
default by an Underwriter, the Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the non-defaulting Underwriters
will be increased or the Underwriting Agreement may be terminated.
The Underwriters have advised the Company that they propose to offer the
Common Stock to the public initially at the public offering price set forth on
the cover page of this Prospectus and to selected dealers at such price less a
concession of not more than $ per share. The Underwriters may allow, and
such dealers may re-allow, a concession not in excess of $ per share to
certain other dealers. After the initial public offering, the public offering
price and other selling terms may be changed by the Underwriters.
The Company has granted to the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional
525,000 shares of Common Stock at the same price per share to be paid by the
Underwriters for the other shares offered hereby. If the Underwriters purchase
any such additional shares pursuant to this option, each of the Underwriters
will be committed to purchase such additional shares in approximately the same
proportion as set forth in the table above. The Underwriters may exercise the
option only for the purpose of covering over-allotments, if any, made in
connection with the distribution of the Common Stock offered hereby.
The Company and certain of its officers, directors and stockholders have
agreed that they will not sell, contract to sell or otherwise dispose of any
Common Stock or any interest therein for a period of 365 days after the date
of this Prospectus without the prior written consent of the Representatives of
the Underwriters.
58
There has been no public market for the shares of Common Stock prior to the
Offering. The initial public offering price for the Common Stock will be
determined by negotiation between the Company and the Representatives of the
Underwriters. Among the factors to be considered in determining the initial
public offering price are prevailing market conditions, revenue and earnings
of the Company, estimates of the business potential and prospects of the
Company, the present state of the Company's business operations, an assessment
of the Company's management and the consideration of the above factors in
relation to the market valuation of certain publicly traded companies.
The Company has agreed to indemnify the Underwriters and their controlling
persons against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required
to make in respect thereof.
The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby are
being passed upon for the Company by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), New York, New York, and for the
Underwriters by Gardner, Carton & Douglas, Chicago, Illinois.
EXPERTS
The consolidated balance sheets of the Company at December 31, 1994 and
December 31, 1995, the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended and the period
from May 11, 1993 to December 31, 1993 and the statements of operations,
stockholders' equity and cash flows for the Predecessor for the period from
January 1, 1993 to May 10, 1993 included in this Prospectus and Registration
Statement have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein. Such consolidated financial
statements and financial statements of the Predecessor Company for the periods
referred to above are included herein in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The consolidated balance sheet of Kilovac at December 31, 1994, the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended and the consolidated statements of income, stockholders'
equity and cash flows for the year ended December 31, 1993 and the period from
January 1, 1995 to October 11, 1995 included in this Prospectus and
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein. Such consolidated
financial statements of Kilovac referred to above are included herein in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The consolidated balance sheet of the Hartman Division at December 31, 1994
and December 31, 1995 and the related statements of operations, stockholders'
equity and cash flows for the years then ended included in this Prospectus and
the Registration Statement referred to below have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein.
Such consolidated financial statements of the Hartman Division referred to
above are included herein in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
59
ADDITIONAL INFORMATION
The Company will furnish its stockholders with annual reports containing
audited financial statements for each fiscal year and with quarterly reports
containing unaudited summary financial information for each of the first three
quarters of each fiscal year.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (the "Registration
Statement") under the Securities Act, with respect to the Common Stock being
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to
the Registration Statements as permitted by the rules and regulations of the
Commission. Items of information omitted from this Prospectus but contained in
the Registration Statement may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, and at the regional offices of the Commission at Seven World Trade
Center, 13th Floor, New York, New York 10048 and at Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Such material may also
be accessed electronically by means of the Commission's Home Page on the
Internet at http://www.sec.gov. Copies of such material may also be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
60
CII TECHNOLOGIES INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
PAGE(S)
-------
CII TECHNOLOGIES INC. AND SUBSIDIARIES
Independent Auditors' Report.......................................... F-2
Consolidated Balance Sheets at December 31, 1994 and 1995 (Company)
and Unaudited March 31, 1996 (Company)............................... F-3
Consolidated Statements of Operations for the Period From January 1,
1993 to May 10, 1993 (Predecessor Company), the Period From May 11,
1993 to December 31, 1993 (Company), the Years Ended December 31,
1994 and 1995 (Company) and the Unaudited Three Months Ended April 2,
1995 and March 31, 1996 (Company).................................... F-4
Consolidated Statements of Stockholders' Equity for the Period From
January 1, 1993 to May 10, 1993 (Predecessor Company), the Period
From May 11, 1993 to December 31, 1993 (Company), the Years Ended
December 31, 1994 and 1995 (Company) and the Unaudited Three Months
Ended March 31, 1996 (Company)....................................... F-5
Consolidated Statements of Cash Flows for the Period From January 1,
1993 to May 10, 1993 (Predecessor Company), the Period From May 11,
1993 to December 31, 1993 (Company), the Years Ended December 31,
1994 and 1995 (Company) and the Unaudited Three Months Ended April 2,
1995 and March 31, 1996 (Company).................................... F-6
Notes to Consolidated Financial Statements............................ F-7
KILOVAC CORPORATION AND SUBSIDIARIES FINANCIAL STATEMENTS:
Independent Auditors' Report.......................................... F-19
Consolidated Balance Sheet at December 31, 1994....................... F-20
Consolidated Statements of Income for the Years Ended December 31,
1993 and 1994 and the Period From January 1, 1995 to October 11,
1995................................................................. F-21
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1993 and 1994 and the Period From January 1, 1995 to
October 11, 1995..................................................... F-22
Consolidated Statements of Cash Flows for the Years Ended December 31,
1993 and 1994 and the Period From January 1, 1995 to October 11,
1995................................................................. F-23
Notes to Consolidated Financial Statements............................ F-24
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF
FIGGIE INTERNATIONAL INC.:
Independent Auditors' Report.......................................... F-28
Balance Sheets at December 31, 1994 and 1995 and Unaudited March 31,
1996................................................................. F-29
Statements of Operations for the Years Ended December 31, 1994 and
1995 and the Unaudited Three Months Ended March 31, 1995 and 1996.... F-30
Statements of Cash Flows for the Years Ended December 31, 1994 and
1995 and the Unaudited Three Months Ended March 31, 1995 and 1996.... F-31
Notes to Consolidated Financial Statements............................ F-32
INDEX TO FINANCIAL STATEMENT SCHEDULES................................. II-4
F-1
INDEPENDENT AUDITORS' REPORT
CII Technologies Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of CII
Technologies Inc., formerly Communications Instruments Holdings, Inc. (the
"Company"), as of December 31, 1994 and 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the period
from May 11, 1993 to December 31, 1993 and the years ended December 31, 1994
and 1995. Our audits also included the financial statement schedule listed in
the index at II-4. We have also audited the consolidated statements of
operations, stockholders' equity and cash flows of Communications Instruments,
Inc. (the "Predecessor Company") for the period from January 1, 1993 to May
10, 1993. These financial statements and financial statement schedule are the
responsibility of the Company's and Predecessor Company's management. Our
responsibility is to express an opinion on these financial statements 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 the
Company at December 31, 1994 and 1995, and the results of its operations and
its cash flows for the period from May 11, 1993 to December 31, 1993 and the
years ended December 31, 1994 and 1995 and the Predecessor Company's results
of operations and cash flows for the period from January 1, 1993 to May 10,
1993, in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
Deloitte & Touche LLP
Charlotte, North Carolina
March 21, 1996
F-2
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 31,
---------------- MARCH 31,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
ASSETS (NOTE 5)
CURRENT ASSETS:
Cash............................................ $ 72 $ 193 $ 73
Accounts receivable (less allowance for doubtful
accounts: 1994--$301; 1995--$420;
1996--$446) (Note 1)........................... 5,094 8,092 7,885
Inventories (Notes 1 and 2)..................... 7,934 10,642 10,963
Deferred income taxes (Note 7).................. 410 1,909 1,972
Other current assets............................ 76 1,321 1,150
------- ------- -------
Total current assets............................ 13,586 22,157 22,043
------- ------- -------
Property, Plant and Equipment, net (Notes 1, 3
and 6).......................................... 11,735 13,225 13,004
------- ------- -------
OTHER ASSETS:
Cash restricted for environmental remediation
(Note 9)....................................... -- 1,755 1,304
Environmental settlement receivable (Note 9).... -- 1,050 1,062
Goodwill (net of accumulated amortization:
1994--$54; 1995--$130; 1996--$194)............. 717 7,726 7,662
Other intangible assets, net (Note 4)........... 798 3,061 3,145
Other noncurrent assets......................... -- 12 139
------- ------- -------
Total other assets.............................. 1,515 13,604 13,312
------- ------- -------
Total........................................... $26,836 $48,986 $48,359
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................ $ 2,282 $ 2,579 $ 3,671
Accrued interest (Note 5)....................... 626 1,269 1,495
Other accrued expenses.......................... 1,013 3,231 3,307
Current portion of long-term debt (Note 5)...... 2,006 3,721 3,037
Current payable due to minority stockholders of
subsidiary (Note 1)............................ -- 1,453 708
------- ------- -------
Total current liabilities....................... 5,927 12,253 12,218
------- ------- -------
Long-Term Debt (Note 5).......................... 10,191 19,731 19,517
------- ------- -------
Notes Payable to Stockholders (Notes 5 and 13)... 5,750 7,450 7,450
------- ------- -------
Accrued Environmental Remediation Costs (Note
9).............................................. -- 3,491 3,052
------- ------- -------
Deferred Income Taxes and Other Liabilities
(Notes 7 and 8)................................. 3,418 3,004 2,877
------- ------- -------
Noncurrent Payable Due to Minority Stockholders
of Subsidiary (Note 1).......................... -- 865 865
------- ------- -------
Minority Interest in Subsidiary.................. -- 35 51
------- ------- -------
Cumulative Redeemable Preferred Stock--$.01 par
value, stated at liquidation value--170,000
shares authorized; 40,000 shares issued and
outstanding--1994; 80,000 shares issued and
outstanding--1995 and 1996 (Note 11)............ 2,287 4,497 4,590
------- ------- -------
Common Stock Subject to Put Options--$.01 par
value, 110,000 shares issued and
outstanding--1994; 160,000 shares issued and
outstanding--1995 and 1996 (Note 11)............ 100 165 165
------- ------- -------
COMMITMENTS AND CONTINGENCIES (Notes 6 and 8)
STOCKHOLDERS' EQUITY (Notes 5 and 11):
Common stock, $.01 par value--1,020,000 shares
authorized; 860,000 shares issued and
outstanding.................................... 9 9 9
Additional paid-in capital...................... 38 758 758
Accumulated deficit............................. (873) (3,236) (3,157)
Currency translation loss....................... (11) (36) (36)
------- ------- -------
Total stockholders' equity (deficit)............ (837) (2,505) (2,426)
------- ------- -------
Total........................................... $26,836 $48,986 $48,359
======= ======= =======
See notes to consolidated financial statements.
F-3
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(EXCEPT SHARE AMOUNTS)
COMPANY
--------------------------------------------------------------
PREDECESSOR
COMPANY YEAR ENDED THREE MONTHS ENDED
JANUARY 1, MAY 11, 1993 DECEMBER 31, ----------------------
1993 TO TO DECEMBER 31, ---------------------- APRIL 2, MARCH 31,
MAY 10, 1993 1993 1994 1995 1995 1996
------------ --------------- ---------- ---------- ---------- ----------
(UNAUDITED)
Net Sales (Note 12)..... $8,378 $ 17,095 $ 31,523 $ 39,918 $ 9,216 $ 13,119
Cost of Sales........... 6,684 14,448 24,330 28,687 6,839 9,193
------ ---------- ---------- ---------- ---------- ----------
Gross Profit............ 1,694 2,647 7,193 11,231 2,377 3,926
------ ---------- ---------- ---------- ---------- ----------
Operating Expenses:
Selling expenses....... 713 1,344 2,382 3,229 656 1,148
General and
administrative
expenses (Note 13).... 586 1,150 2,248 3,334 656 1,187
Research and
development expenses.. 21 41 103 301 39 265
Amortization of
goodwill and other
intangible assets..... 45 117 177 251 52 122
Special compensation
charge (Note 10)...... -- -- -- 1,300 -- --
Environmental expenses
(Note 9).............. -- -- -- 951 -- --
Special acquisition
expenses (Note 1)..... 153 266 -- 2,064 568 --
------ ---------- ---------- ---------- ---------- ----------
Total operating
expenses............. 1,518 2,918 4,910 11,430 1,971 2,722
------ ---------- ---------- ---------- ---------- ----------
Operating Income
(Loss)................. 176 (271) 2,283 (199) 406 1,204
Other Income............ 42 -- -- 2 2 --
Interest Expense (Note
5)..................... (77) (1,086) (1,833) (2,997) (555) (874)
------ ---------- ---------- ---------- ---------- ----------
Income (Loss) Before
Income Taxes and
Minority Interest in
Subsidiary............. 141 (1,357) 450 (3,194) (147) 330
Income Tax Expense
(Benefit) (Note 7)..... -- (499) 178 (1,076) (59) 142
------ ---------- ---------- ---------- ---------- ----------
Income (Loss) After
Income Taxes Before
Minority Interest in
Subsidiary............. 141 (858) 272 (2,118) (88) 188
Income Applicable to
Minority Interest in
Subsidiary............. -- -- -- 35 -- 16
------ ---------- ---------- ---------- ---------- ----------
Net Income (Loss)....... 141 (858) 272 (2,153) (88) 172
Preferred Stock
Dividend............... -- 102 185 210 46 93
------ ---------- ---------- ---------- ---------- ----------
Net Income (Loss)
Available for Common
Stock.................. $ 141 $ (960) $ 87 $ (2,363) $ (134) $ 79
====== ========== ========== ========== ========== ==========
Pro Forma Earnings per
Common Share
(Unaudited) (Note 1):
Net Income (Loss)
Available for Common
Stock................. $ (.38) $ .03 $ (.93) $ (.05) $ .03
========== ========== ========== ========== ==========
Weighted average of
common shares
outstanding........... 2,495,440 2,511,125 2,535,714 2,520,440 2,550,000
========== ========== ========== ========== ==========
Supplemental Pro Forma
Earnings Per Common
Share (Unaudited) (Note
1):
Net Income (Loss)
Available for Common
Stock................. $ (.21) $ .06
========== ==========
Weighted average of
common shares
outstanding........... 6,035,714 6,050,000
========== ==========
See notes to consolidated financial statements.
F-4
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
COMMON STOCK TREASURY STOCK
------------- ---------------- RETAINED
SHARES AMOUNT SHARES AMOUNT EARNINGS
PREDECESSOR COMPANY ------ ------ ------- ------- --------
Balances at January 1, 1993............. 6,875 $ 840 2,428 $ 545 $ 8,243
Distributions to stockholders......... -- -- -- -- (1,217)
Net income............................ -- -- -- -- 141
----- ----- ------- ------- -------
Balances at May 10, 1993................ 6,875 $ 840 2,428 $ 545 $ 7,167
===== ===== ======= ======= =======
COMMON STOCK ADDITIONAL CURRENCY SUBSCRIPTION
---------------- PAID-IN ACCUMULATED TRANSLATION NOTE
SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT RECEIVABLE
COMPANY -------- ------ ---------- ----------- ----------- ------------
Issuance of stock May
11, 1993............... 960,000 $ 10 $ 950 -- -- $ (35)
Reclass to common
stock subject to put
options.............. (100,000) (1) (99) -- -- --
Dividend deemed to be
paid to continuing
shareholders in
conjunction with
leveraged buyout
transaction (Note
1)................... -- -- (843) -- -- --
Preferred stock
dividend accrued..... -- -- -- $ (102) -- --
Collection on
subscription note
receivable........... -- -- -- -- -- 10
Net loss.............. -- -- -- (858) --
-------- ---- ----- -------- ----- -----
Balances at December 31,
1993................... 860,000 9 8 (960) -- (25)
Preferred stock
dividend accrued..... -- -- -- (185) -- --
Contribution.......... -- -- 30 -- -- --
Currency translation
loss................. -- -- -- -- $ (11) --
Common stock issued... 10,000 -- 10 -- -- (10)
Reclass to common
stock subject to put
options.............. (10,000) -- (10) -- -- 10
Collection on
subscription note
receivable........... -- -- -- -- -- 25
Net income............ -- -- -- 272 -- --
-------- ---- ----- -------- ----- -----
Balances at December 31,
1994................... 860,000 9 38 (873) (11) --
Preferred stock
dividend accrued..... -- -- -- (210) -- --
Currency translation
loss................. -- -- -- -- (25) --
Common stock issued... 50,000 -- 775 -- -- --
Reclass to common
stock subject to put
options.............. (50,000) -- (55) -- -- (10)
Collection on
subscription note
receivable........... -- -- -- -- -- 10
Net loss.............. -- -- -- (2,153) -- --
-------- ---- ----- -------- ----- -----
Balances at December 31,
1995................... 860,000 9 758 (3,236) (36) --
Preferred stock
dividend accrued..... -- -- -- (93) -- --
Net income............ -- -- -- 172 -- --
-------- ---- ----- -------- ----- -----
Balances at March 31,
1996 (Unaudited)....... 860,000 $ 9 $ 758 $ (3,157) $ (36) $ --
======== ==== ===== ======== ===== =====
See notes to consolidated financial statements.
F-5
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
COMPANY
PREDECESSOR ------------------------------------------------------
COMPANY YEAR ENDED
JANUARY 1, DECEMBER 31, THREE MONTHS ENDED
1993 TO MAY 11, 1993 ----------------- -------------------
MAY 10, TO DECEMBER 31, APRIL 2, MARCH 31,
1993 1993 1994 1995 1995 1996
----------- --------------- ------- -------- -------- ---------
(UNAUDITED)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)..... $ 141 $ (858) $ 272 $ (2,153) $ (88) $ 172
Adjustments to
reconcile net income
(loss) to net cash
provided by operating
activities:
Depreciation and
amortization......... 201 1,309 2,158 2,442 581 775
Deferred taxes........ -- (749) (751) (1,583) (205) (220)
Stock compensation
charge............... -- -- -- 720 -- --
Minority interest..... -- -- -- 35 -- 16
Changes in operating
assets and
liabilities net of
effects of
acquisitions:
Decrease (increase)
in accounts
receivable.......... (306) 453 (1,600) (1,033) (1,026) 207
Decrease (increase)
in inventories...... 841 41 (274) 748 382 (321)
Decrease (increase)
in other current
assets.............. 360 244 (3) (121) (76) 171
Increase (decrease)
in accounts
payable............. (205) 383 603 (486) 62 1,092
Increase (decrease)
in accrued
expenses............ 304 (181) 734 1,866 696 302
Increase in other
assets and
liabilities......... -- -- 46 1,411 (24) (152)
------- -------- ------- -------- ------- -------
Net cash provided by
operating
activities......... 1,336 642 1,185 1,846 302 2,042
------- -------- ------- -------- ------- -------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisition of
businesses and
product lines, net of
cash acquired........ (2,745) (13,320) (1,100) (14,345) (1,485) --
Investment in joint
venture.............. -- -- -- -- -- (139)
Purchases of property,
plant and equipment.. (131) (323) (444) (1,139) (201) (380)
------- -------- ------- -------- ------- -------
Net cash used in
investing
activities........... (2,876) (13,643) (1,544) (15,484) (1,686) (519)
------- -------- ------- -------- ------- -------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Net borrowings
(repayment) under
line of credit
arrangement.......... 1,400 160 (552) 114 (210) 536
Borrowings under long-
term debt
agreements........... 1,967 15,612 2,281 16,945 2,241 --
Principal payments
under long-term debt
agreements........... (540) (4,446) (1,300) (4,789) (624) (1,434)
Loan fees paid........ -- (452) (50) (577) -- --
Proceeds from issuance
of common stock...... -- 144 -- 56 -- --
Proceeds from issuance
of cumulative
redeemable
preferred stock...... -- 2,000 -- 2,000 -- --
Receipt on stock
subscription note.... -- 10 25 10 -- --
Payments of amounts
owed to minority
stockholders......... -- -- -- -- -- (745)
Distributions to
stockholders......... (1,216) -- -- -- -- --
------- -------- ------- -------- ------- -------
Net cash provided by
(used in) financing
activities........... 1,611 13,028 404 13,759 1,407 (1,643)
------- -------- ------- -------- ------- -------
NET INCREASE IN CASH... 71 27 45 121 23 (120)
CASH, BEGINNING OF
PERIOD................ 10 -- 27 72 72 193
------- -------- ------- -------- ------- -------
CASH, END OF PERIOD.... $ 81 $ 27 $ 72 $ 193 $ 95 $ 73
======= ======== ======= ======== ======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING ACTIVITIES:
During the period from
May 11, 1993 to
December 31, 1993, the
Company entered into a
capital lease
arrangement for
computer equipment
totaling $139.
During the year ended
December 31, 1995, the
Company entered into a
capital lease
arrangement for a
building totaling
$640.
See notes to consolidated financial statements.
F-6
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(INFORMATION FOR THE THREE MONTHS ENDED APRIL 2, 1995 AND 1996 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description--Communications Instruments Holdings, Inc. ("Holdings")
was formed in May 1993 for the purpose of acquiring Communications
Instruments, Inc. and its subsidiary (the "Predecessor Company"). On March 13,
1996, Holdings changed its name to CII Technologies Inc. CII Technologies Inc.
and its subsidiaries are hereinafter referred to as the Company. The Company
is engaged in the design, manufacture and distribution of electromechanical
and solid state relays and solenoids for the commercial/industrial equipment,
commercial airframe, defense/aerospace, communications, automotive and
automatic test equipment. Manufacturing is primarily performed in North
Carolina, California and Juarez, Mexico.
Acquisitions--On January 1, 1993, the Predecessor Company acquired certain
relay and switch product lines from CP Clare Corporation for $750 in cash. On
March 1, 1993, the Predecessor Company acquired certain assets and liabilities
of the West Coast Electrical Manufacturing Company for $400 in cash and notes
to the seller for $400. On March 22, 1993, the Predecessor Company acquired
Midtex Relays, Inc. for $1,600 in cash. These acquisitions were accounted for
using the purchase method of accounting. Accordingly, the purchase price was
allocated to the assets acquired based on their fair values at the date of
acquisition.
On May 11, 1993, the Company acquired the Predecessor Company in a leveraged
buyout transaction (the "Acquisition") and merged the Predecessor Company with
its wholly-owned acquisition shell company, Communications Instruments, Inc.
("CII"). The Company is 89% owned by investors that did not hold an interest
in the Predecessor Company, with the remaining 11% held by stockholders who
owned shares of the Predecessor Company prior to the Acquisition. The
Acquisition has been accounted for as a purchase to the extent of the change
in ownership (89%), with the remaining 11% valued at its historical cost. The
total purchase price was approximately $20,205, including acquisition costs of
approximately $1,300. To the extent of the 89% change in ownership, the
purchase price has been allocated to the assets and liabilities of the
Predecessor Company based on their fair values. Fair value was determined
generally by appraisals with the excess allocated to goodwill. The excess of
purchase price paid to continuing stockholders over the historical cost of
shares owned by such continuing shareholders has been deemed to be a
stockholder distribution and thus has been recorded as a reduction of
additional paid-in capital. As the Predecessor Company financial statements
have been prepared on the historical cost basis, they are not directly
comparable to those of the Company.
The following summarizes the purchase price allocation as of the acquisition
date:
Current assets.................................................. $11,704
Property and equipment.......................................... 13,200
Intangibles and other assets.................................... 2,577
Liabilities assumed............................................. (7,276)
-------
Total purchase price.......................................... $20,205
=======
In conjunction with the Acquisition, the Company issued a term note payable
to a bank of $6,500 and borrowed $5,112 under a revolving credit facility. In
addition, Holdings issued subordinated notes payable of $4,000 and $2,000
(reduced to $1,750 on May 17, 1994 pursuant to an indemnity settlement
agreement) as well as cumulative redeemable preferred stock of $2,000.
On December 5, 1994, the Company purchased certain assets of Deutsch Relays,
Inc. for a purchase price of approximately $1,100. The purchase price was
allocated to the fair value of inventory, equipment and related business
assets with the remainder of $200 allocated to a covenant not to compete.
F-7
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
On January 27, 1995, the Company acquired certain assets from HiG Company,
Inc. for $1,485 in cash. The acquisition was accounted for using the purchase
method of accounting. Accordingly, the purchase price was allocated to the
assets acquired based on their fair values at the date of acquisition. As the
purchase price was equal to the fair value of the inventory at the date of
acquisition the entire purchase price was allocated to the inventory and no
value was assigned to the machinery and equipment acquired.
On October 11, 1995, the Company purchased an 80% ownership interest in
Kilovac Corporation ("Kilovac") for an aggregate purchase price of
approximately $15,700 including acquisition costs of approximately $1,300.
Kilovac designs and manufactures high voltage and high frequency
electromechanical relays. The transaction has been accounted for as a
purchase. To the extent of the 80% change in ownership, the purchase price has
been allocated to the assets and liabilities of Kilovac based on their fair
values, with the remaining 20% minority interest valued at its historical
cost. Fair values were determined generally by appraisals with the excess
allocated to goodwill.
The following summarizes the purchase price allocation as of the acquisition
date:
Current assets.................................................. $ 5,563
Property and equipment.......................................... 1,802
Intangibles and other assets.................................... 10,165
Liabilities assumed............................................. (1,849)
-------
Total purchase price............................................ $15,681
=======
The transaction was financed through additional borrowings of approximately
$9,700 on the term and revolver loans, issuance of $2,000 in preferred stock,
and issuance of subordinated notes of $1,700. Additionally, an estimated
$2,300 is payable to the sellers upon the future realization of potential tax
benefits associated with a net operating loss carryforward.
The Company is obligated to purchase, for additional shares of the Company,
the remaining 20% interest in Kilovac on, at the option of the selling
shareholders, either December 31, 2000 or December 31, 2005, or upon the
occurrence of certain events, if earlier, at an amount based on the value of
Kilovac as defined in the agreement. The anticipated initial public offering
described in Note 14 is an event that would result in the acquisition of such
shares. During 1996, the Company and holders of the remaining 20% interest in
Kilovac agreed that the value of the remaining interest that would be acquired
upon such offering is $4,500.
The following unaudited pro forma financial information shows the results of
operations of the Company as though the Kilovac acquisition occurred as of
January 1, 1994 and 1995.
YEAR ENDED
DECEMBER 31,
----------------------
1994 1995
---------- ----------
Net sales....................................... $ 43,742 $ 50,947
========== ==========
Net loss available for Common Stock............. $ (98) $ (2,187)
========== ==========
Loss per share.................................. $ (.04) $ (.86)
========== ==========
Average shares outstanding...................... 2,511,125 2,535,714
========== ==========
Principles of Consolidation--The accompanying consolidated financial
statements include Holdings, its wholly-owned subsidiary, CII and CII's
wholly-owned subsidiary, Electro-Mech S.A. and 80% owned subsidiary, Kilovac
and Kilovac's wholly-owned subsidiaries, Kilovac International Inc., and
Kilovac International FSC Ltd. Inc. Significant intercompany transactions have
been eliminated.
F-8
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Revenue Recognition--Sales and the related cost of sales are recognized upon
shipment of products. Certain sales for Kilovac, which constitute an
immaterial proportion of the total consolidated sales, represent revenues
under long-term fixed price development contracts. Revenues under these
contracts are recognized based on the percentage of completion method,
measured by the percentage of costs incurred to date to estimated total costs
for each contract. Costs in excess of contract revenues on cost sharing
development contracts are expensed in the period incurred as research and
development costs. Provision for estimated losses on fixed price contracts is
made in the period such losses are determined by management.
Special Acquisition Expenses--In conjunction with the acquisition of several
product lines and businesses, the Company has incurred direct costs of
integration of the acquisitions into the existing business, such as moving,
training and product qualification costs. Such costs are expensed in the
period incurred.
Accounts Receivable--The changes in the allowance for doubtful accounts
receivable consist of the following:
JANUARY 1, MAY 11, YEAR ENDED
1993 TO 1993 TO DECEMBER 31,
MAY 10, DECEMBER 31, --------------
1993 1993 1994 1995
---------- ------------ ------ ------
Allowance beginning of year........ $108 $265 $ 317 $ 301
Provision for uncollectible
accounts.......................... -- 40 64 127
Write-off of uncollectible accounts
(net)............................. (43) 12 (80) (48)
Effect of acquisitions and other... 200 -- -- 40
---- ---- ------ ------
Allowance end of year............ $265 $317 $ 301 $ 420
==== ==== ====== ======
Inventories--Inventories are stated at the lower of cost (first-in, first-
out method) or market.
Property, Plant and Equipment--Property, plant and equipment held at the
Acquisition date are recorded at their respective fair market values at the
date of the Acquisition. Purchases of property, plant and equipment subsequent
to the Acquisition are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, which are
five to twenty years.
Goodwill--Goodwill represents the excess of cost over net tangible and
identifiable intangible assets acquired in the Acquisition and the Kilovac
Acquisition, and is being amortized by the straight-line method over the
estimated period benefited, 30 years. The Company regularly evaluates the
recoverability of goodwill using estimates of undiscounted future cash flows
and operating earnings of the businesses acquired.
Intangible Assets--Intangible assets, primarily patents, covenants not to
compete and debt issuance costs, are amortized on a straight-line basis over
the patent life, term of the related agreement or on the effective interest
method over the life of the loan.
Reclassifications--Certain 1993 and 1994 amounts have been reclassified to
conform with the 1995 presentation.
Pro forma Earnings Per Common Share--Pro forma earnings per common share is
computed based on the weighted average number of common shares outstanding
during each period after giving retroactive effect to the planned 2.5 for one
stock split to be effective prior to the closing of the anticipated initial
public offering described more fully in Note 14. The Company issued 40,000
shares of common stock via subscription agreements to certain employees of the
Company in December 1995 (Note 11). Pursuant to Staff Accounting Bulletin,
Topic 4D, "Earnings Per Share Computations in an Initial Public Offering",
stock issued within a one year period prior to the initial filing of the
registration statement are treated as outstanding for periods reported.
Supplemental Pro forma Earnings Per Common Share--Supplemental earnings per
common share is computed based on the weighted average number of common shares
outstanding during 1995 and the first quarter of 1996 after giving retroactive
effect to the planned 2.5 for 1 stock split, and the planned issuance of
3,500,000
F-9
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
shares in the anticipated initial public offering described more fully in Note
14. The proceeds from such offering are anticipated to be used to retire
approximately $18,300 of Company debt and Cumulative Redeemable Preferred
Stock. Supplemental pro forma net earnings gives effect for the interest and
dividend savings on such retired Company debt and Cumulative Redeemable
Preferred Stock of $1,097, net of income taxes of $731.
Use of Estimates in the Preparation of Financial Statements--The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Fair Value of Financial Instruments--The carrying amount of accounts
receivable, long-term debt, notes payable and other current and long-term
liabilities approximates their respective fair values.
Impact of New Accounting Pronouncements--In March 1995, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standard (SFAS) No. 121, "Accounting for the Impairment of Long-lived Assets
and for Long-lived Assets to be Disposed Of", which will be effective during
the Company's year ending December 31, 1996. The Company adopted the new
standard in the first quarter of 1996, which adoption had no impact on the
accompanying financial statements.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which establishes an alternative method of accounting for
employee stock compensation plans based on a fair value methodology. However,
the statement allows an entity to continue to use the accounting prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees." The new
standard also requires additional disclosures if the Company elects to remain
with the accounting in Opinion 25. The Company has not determined whether it
will adopt the alternative method of accounting and has also not yet determined
its effect.
2. INVENTORIES
Inventories consist of the following:
DECEMBER 31,
--------------- MARCH 31,
1994 1995 1996
------ ------- ---------
Finished goods................................... $1,500 $ 2,495 $ 2,689
Work-in-process.................................. 2,821 4,201 4,144
Raw materials.................................... 4,116 4,730 4,943
Reserve for obsolete and slow-moving inventory... (503) (784) (813)
------ ------- -------
Total.......................................... $7,934 $10,642 $10,963
====== ======= =======
3. PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment at December 31 consisted of the following:
1994 1995
------- -------
Land......................................................... $ 250 $ 289
Buildings.................................................... 1,299 2,652
Machinery and equipment...................................... 13,042 15,145
Construction in progress..................................... 135 198
------- -------
Total...................................................... 14,726 18,284
Less accumulated depreciation................................ 2,991 5,059
------- -------
Total, net................................................. $11,735 $13,225
======= =======
F-10
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
4. INTANGIBLE ASSETS
Intangible assets at December 31 consisted of the following:
1994 1995
------ ------
Debt issuance costs........................................... $ 502 $1,079
License of product name....................................... 44 --
Covenants not to compete...................................... 668 557
Patents....................................................... -- 1,634
Trademarks.................................................... -- 360
Other......................................................... -- 3
------ ------
1,214 3,633
Less accumulated amortization................................. 416 572
------ ------
Total....................................................... $ 798 $3,061
====== ======
5. LONG-TERM DEBT
CII has a borrowing arrangement with a bank which provides for a maximum
credit facility of $27,500 (including $2,000 for stand-by letters of credit),
limited by outstanding indebtedness under the $16,500 term loan agreement or
availability under the borrowing base, as defined. Amounts advanced under the
revolving loan bear interest at the prime rate plus 1.5% (10.0% at both
December 31, 1994 and December 31, 1995) and are due on October 11, 2000. No
amounts are outstanding against the letter of credit portion of the credit
arrangement at December 31, 1995.
All of the Company's assets are pledged to secure the revolving credit and
term loan bank indebtedness.
Long-term debt at December 31 consisted of the following:
1994 1995
------- -------
Term note payable to a bank due in quarterly installments
of $750 from March 1, 1996 through December 1, 1997 and
$875 from March 1, 1998 through September 1, 2000 with a
final payment October 1, 2000. Interest is prime plus 2%
(10.5% at December 31, 1994 and 1995).................... $ 7,183 $16,500
Revolving loan payable to a bank.......................... 4,720 6,208
Unsecured note payable, due in 1995, plus interest payable
monthly at prime plus 2% (10.5% at December 31, 1994).... 200 --
Subordinated notes payable by Holdings to Communications
Instruments Associates, L.P. ("Associates"), a
stockholder, due in installments of $2,000 in May 2002,
$2,000 in May 2003, $850 in October 2004 and $850 in
October 2005, plus interest payable semiannually at
9.25%.................................................... 4,000 5,700
Subordinated notes payable by Holdings to prior owners of
Predecessor Company and stockholders of the Company and
Associates, due in May 2003, plus interest payable
monthly at 9.25%......................................... 1,750 1,750
Subordinated notes payable to a former stockholder;
interest at a rate of 8.25% payable monthly, principal
due January 1996......................................... -- 81
Obligations under capital leases.......................... 94 663
------- -------
Total................................................... 17,947 30,902
Less--current portion................................... 2,006 3,721
------- -------
$15,941 $27,181
======= =======
F-11
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Debt maturities at December 31, 1995 are as follows:
1996............................................................. $ 3,721
1997............................................................. 3,023
1998............................................................. 3,500
1999............................................................. 3,500
Thereafter....................................................... 17,158
-------
Total.......................................................... $30,902
=======
The term and revolving loans payable to a bank contain certain covenants,
including maintenance of minimum net worth, interest coverage ratio and
leverage ratio and limits on expenditures for property and equipment.
Additionally, CII is restricted from issuing stock, retiring or otherwise
acquiring any of its capital stock, further encumbering any of its assets and
declaring or paying dividends such that approximately $8,800 of the $10,293 of
net assets of CII may not be transferred to Holdings at December 31, 1995. At
December 31, 1995, the Company was in compliance with the covenants except the
capital investment limitation covenant for the year ended December 31, 1995.
The Company received a waiver from the bank for exceeding the capital
investment limitation covenant. At March 31, 1996, the Company was not in
compliance with several of the covenants. The Company received a waiver from
the bank for these violations (see Note 14).
Both subordinated notes held by Associates include a provision for penalty
interest at a rate of 11.75% for interest or principal payments not paid on
the scheduled due date. At December 31, 1994 and 1995, accrued interest
represents interest and penalty interest due on the $4,000 and $5,700
subordinated notes. No scheduled interest payments have been paid as allowed
under the agreement. At December 31, 1994 and 1995, $617 and $1,140 in
interest was due on the subordinated notes, respectively.
Interest paid amounted to $77, $551, $1,142 and $1,874 for the period from
January 1, 1993 to May 10, 1993, the period from May 11, 1993 to December 31,
1993, and the years ended December 31, 1994 and 1995, respectively.
6. LEASES
The Company leases certain office equipment and a building under capital
lease arrangements. The leased assets have a net book value of $92 and $683 at
December 31, 1994 and 1995, respectively.
The future minimum lease obligation under capital leases as of December 31
is included in long-term debt (see Note 5). On February 7, 1996, the Company
purchased the building in accordance with the capital lease arrangement. The
$625 purchase price was financed through additional borrowings under the
revolving loan agreement.
The Company leases certain premises and equipment under noncancelable
operating leases which have remaining terms from one to four years and which
provide for various renewal options. Total rent expense charged to operations
was approximately $51, $23, $63 and $120 for the period from January 1, 1993
to May 10, 1993, the period from May 11, 1993 to December 31, 1993 and the
years ended December 31, 1994 and 1995, respectively.
Future minimum rental payments required under operating leases that have
initial or remaining noncancelable lease terms in excess of one year at
December 31, 1995 are as follows:
1996................................................................ $296
1997................................................................ 315
1998................................................................ 276
1999................................................................ 86
----
Total............................................................. $973
====
F-12
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. INCOME TAXES
The Predecessor Company was a "Subchapter S" Corporation and therefore all
taxable income was passed through to its shareholders. Accordingly, no tax
provision has been recorded in the period from January 1, 1993 to May 10,
1993.
The significant components of income tax expense are:
MAY 11, YEAR ENDED
1993 TO DECEMBER 31,
DECEMBER 31, --------------
1993 1994 1995
------------ ----- -------
Current tax expense:
Federal...................................... $ 196 $ 795 $ 378
State........................................ 48 131 83
Foreign...................................... 6 3 46
----- ----- -------
Total current tax expense...................... 250 929 507
Deferred tax (benefit)......................... (749) (751) (1,583)
----- ----- -------
Total tax provision............................ $(499) $ 178 $(1,076)
===== ===== =======
Income tax payments amounted to approximately $254, $717 and $859 for the
period from May 11, 1993 to December 31, 1993 and the years ended December 31,
1994 and 1995, respectively.
The Company's effective tax rate differs from the statutory rate for the
following reasons:
MAY 11, YEAR ENDED
1993 TO DECEMBER 31,
DECEMBER 31, -------------
1993 1994 1995
------------ ------ ------
Provision at statutory U.S. tax rate.......... (34.0)% 34.0% (34.0)%
Effective state income tax rate............... (4.5) 3.7 (3.6)
Nondeductible meals, entertainment and
officers' life insurance expenses............ -- 3.5 1.0
Mexican income taxes.......................... -- -- 1.4
Other, net.................................... 1.7 (1.7) 1.5
----- ----- ------
(36.8)% 39.5% (33.7)%
===== ===== ======
F-13
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Deferred income taxes consisted of the following at December 31:
1994 1995
------ ------
Current deferred tax assets:
U.S. net operating loss carryforward........................ -- $ 161
State net operating loss carryforward....................... -- 9
Other....................................................... $ 410 1,739
------ ------
Total current deferred assets................................. $ 410 $1,909
------ ------
Long-term deferred tax asset:
Accrued expenses............................................ $ 248 $ 407
U.S. net operating loss carryforward........................ -- 1,422
State net operating loss carryforward....................... -- 182
------ ------
248 2,011
Less--Valuation allowance................................... -- (75)
------ ------
Total long-term deferred tax asset............................ $ 248 $1,936
====== ======
Long-term deferred tax liabilities:
Property and equipment...................................... $3,401 $3,217
Intangibles................................................. -- 726
Other....................................................... 218 186
------ ------
Total long-term deferred tax liability........................ $3,619 $4,129
====== ======
Total long-term deferred tax liability, net................... $3,371 $2,193
====== ======
Deferred tax liability, net................................... $2,961 $ 284
====== ======
At December 31, 1995, the Kilovac subsidiary has a U.S. net operating loss
carryforward of $4,655 which expires in 2010. Internal Revenue Code Section
382 imposes certain limitations on the ability of a taxpayer to utilize its
U.S. net operating losses in any one year if there is a change in ownership of
more than 50% of the Company. Management has considered the Section 382
limitation and believes that it is more likely than not that the entire U.S.
net operating loss carryforward will be utilized. California tax law limits
loss carryforwards to a five-year period. A valuation allowance has been
recorded for the portion of the California net operating loss carryforward
which could not be realized due to the previously mentioned limitations.
Realization of the benefit is dependent on generating sufficient taxable
income prior to expiration of the loss carryforwards. The amount of the
deferred tax asset considered realizable could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
8. COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with certain executives which expire
in May 1998. Such agreements provide for minimum salary levels as well as
incentive bonuses. The incentive bonuses are based upon the attainment of
specified performance levels as determined by the board of directors.
Additionally, one former executive will be paid a "finder's fee" for any
acquisition originated by the executive that closes within eighteen months of
origination. In the current year, this former executive was paid a finder's
fee of $28 due to the acquisition of Hi-G assets. The agreements also restrict
the executive's ability to compete directly with the Company or to solicit
customers or employees of the Company. The aggregate commitment for salaries,
excluding bonuses, was $1,688 and $1,338 at December 31, 1994 and 1995,
respectively.
F-14
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company is obligated to pay the bank that financed the Acquisition and
the Kilovac acquisition a "success fee" upon the occurrence of certain
specified events, such as sale of the Company or an initial public offering,
or on the fifth anniversary of the Kilovac acquisition (collectively referred
to as the valuation date). The fee will be based upon the market value or
appraised value of the Company on the valuation date. At December 31, 1995,
$387 has been accrued related to this fee, representing the fee based on
management's estimate of the value of the Company accrued over the period to
the maturity of the arrangement. The anticipated public offering discussed in
Note 14 represents a valuation date that would require the fee to be paid. The
success fee based on the anticipated value of the Company at the effective
date of such offering is estimated to be $500.
From time to time the Company is a party to certain lawsuits and
administrative proceedings that arise in the conduct of its business. While
the outcome of these lawsuits and proceedings cannot be predicted with
certainty, management believes that, if adversely determined, the lawsuits and
proceedings, either singularly or in the aggregate, would not have a material
adverse effect on the financial condition or results of operations of the
Company.
9. ENVIRONMENTAL REMEDIATION
The Company has been notified by the State of North Carolina Department of
Environment, Health & Natural Resources ("NCDHNR") that its manufacturing
facility in Fairview, North Carolina has sites containing hazardous wastes
resulting from activities by the predecessor to the Predecessor Company
("Prior Owner"). Additionally, the Company has been identified as a
potentially responsible party for remediation at two superfund sites which
were formerly used by hazardous waste disposal companies utilized by the
Company.
Several soil and groundwater contaminations have been noted at the Fairview
facility the most serious of which is TCE contamination in the groundwater.
Remedial investigations have been on-going at the facility and the NCDHNR has
placed the facility on the Inactive Hazardous Sites Inventory. The Company is
proceeding with development of a Corrective Action Plan and performing
preliminary remediation under the Responsible Party Voluntary Site Remedial
Action course of action.
In the acquisition agreement of the Predecessor Company, the Company
obtained indemnity from the selling shareholders for any environmental clean
up costs as a result of existing conditions which would not be paid by the
Prior Owner. The indemnity was limited to the extent of amounts owed to the
selling shareholders through the subordinated note.
On May 11, 1995, the Company reached a settlement with the Prior Owner which
resulted in a cash deposit of $1,750 to an escrow account and an obligation
for the Prior Owner to pay to the escrow account after the groundwater
remediation system has been operating at least at 90% capacity for three
years, an amount equal to the lesser of 90% of the present value of the long
term operating and maintenance costs of the groundwater remediation system or
$1,250. The Company has reflected the present value of the receivable,
discounted at 5%, and the cash as restricted assets as the funds are held in
escrow to be used specifically for the Fairview facility environmental
remediation and monitoring and will become unrestricted only when the NCDHNR
determines that no further action is required.
In October 1995, the Company released the selling shareholders from their
indemnity obligation. This action and the settlement with the Prior Owners
resulted in the recording of a separate environmental remediation liability
and the recognition in 1995 operations of an expense of $951 of environmental
related costs which are not covered under the settlement with the Prior Owner.
The environmental related costs include an environmental
F-15
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
remediation liability which is recorded at the present value, discounted at
5%, of the best estimate of the costs to remediate and monitor the remediation
over the estimated 30 year remediation period, which were developed by a third
party environmental consultant based on experience with similar remediation
projects and methods and taking inflation into consideration. Total amounts
estimated to be paid related to environmental liabilities are $5,264
calculated as follows:
1996............................................................. $1,447
1997............................................................. 135
1998............................................................. 135
1999............................................................. 135
2000............................................................. 135
Thereafter....................................................... 3,277
------
5,264
Discount to present value........................................ 1,773
------
Liability at present value....................................... $3,491
======
10. EMPLOYEE BENEFITS
The Company has a self-funded welfare benefit plan (the "Plan") composed of
separate programs for the hourly and salaried employees. The Plan was formed
in 1981 to provide hospitalization and medical benefits for substantially all
full-time employees of the Company and their dependents. The Plan is funded
principally by employer contributions in amounts equal to the benefits
provided. Employee contributions vary depending upon the amount of coverage
elected by the employee. Employer contributions amounted to $307 and $508 for
the years ended December 31, 1995 and 1994, respectively.
Effective January 1, 1988, the Company implemented an investment retirement
plan (the "Retirement Plan") pursuant to Section 401(k) of the Internal
Revenue Code for all employees who qualify based on tenure with the Company.
The Retirement Plan provides for employee and the Company contributions
subject to certain limitations. The cost of the Retirement Plan charged to
operations was approximately $110 and $91 during the years ended December 31,
1995 and 1994, respectively.
During 1995, the Company sold 50,000 shares of stock to certain employees.
The issuance price was $1 per share for 10,000 shares and $1.14 per share for
40,000 shares. The Company has recorded compensation expense of $720
representing the difference between the issuance price and the fair value of
the stock as determined by an independent appraiser. Additionally, the Company
has accrued bonuses of $580 to the employees for reimbursement of the tax
impact to the employees of these transactions.
11. CUMULATIVE REDEEMABLE PREFERRED STOCK AND COMMON STOCK SUBJECT TO PUT
OPTIONS
On May 11, 1993, the Company issued 40,000 shares of cumulative redeemable
preferred stock for $50 per share. This issuance was in conjunction with the
acquisition described in Note 1.
On October 11, 1995, the Company issued 40,000 shares of cumulative
redeemable preferred stock Series A at $50 per share to finance the Kilovac
acquisition described in Note 1. At December 31, 1995, the Company has 40,000
shares of cumulative redeemable preferred stock Series A and 40,000 shares of
cumulative redeemable preferred stock outstanding. The preferred stock has
been stated at the liquidation preference value of $50 per share plus unpaid
dividends.
F-16
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Holders of the preferred stock are entitled to a cumulative dividend payable
semiannually on May 31 and November 30 at an annual rate of 9.25%. No
dividends have been paid as Management has elected not to pay dividends until
completion of the offering as described in Note 14. The dividends have been
accrued and reflected as an increase in preferred stock.
The preferred stock carries a mandatory redemption feature requiring
redemption of 50% of the then outstanding shares of preferred stock on May 31,
2002 and the remaining shares on May 31, 2003 at a rate of $50 per share plus
accrued and unpaid dividends. The Series A preferred stock also carries a
mandatory redemption feature requiring redemption of 50% of the then
outstanding shares of Series A preferred stock on May 31, 2004 and the
remaining shares on May 31, 2005 at a rate of $50 per share plus accrued and
unpaid dividends. The preferred stock may, however, be redeemed at the option
of the Company at any time prior to the mandatory redemption date, in whole or
in part, at a price of $50 per share plus accrued and unpaid dividends.
On May 11, 1993, the Company issued 100,000 shares of common stock via
subscription agreements for $1.00 per share to members of management who owned
shares of the Predecessor Company. On both May 17, 1994 and May 23, 1995, the
Company issued 10,000 shares of common stock via subscription agreements for
$1.00 per share. On December 1, 1995, the Company issued 40,000 shares of
common stock via subscription agreements for $1.14 per share (see Note 10).
These agreements stipulate that the purchaser cannot sell the stock without
first offering it for sale back to the Company. Prior to the fifth year
anniversary of purchase or an initial public offering such as the anticipated
offering described in Note 14, the Company is obligated to buy back the stock
at the higher of the original purchase price or book value per share in the
event of death, disability, or voluntary termination of employment ("Put
Options"). At December 31, 1995, the Company had 160,000 shares outstanding
subject to Put Options of the total 1,020,000 shares outstanding.
12. SIGNIFICANT CUSTOMERS
Sales to foreign customers accounted for 15%, 15%, 20% and 15% of total
sales for the period from January 1, 1993 to May 10, 1993, the period from May
10, 1993 to December 31, 1993 and the years ended December 31, 1994 and 1995,
respectively.
Approximately 20% percent of the Company's sales are made directly, or
indirectly, to the U.S. Department of Defense.
13. RELATED PARTY TRANSACTIONS
Certain nonemployee shareholders provide management services to the Company.
The Company was charged $150 and $156 for such services for the years ended
December 31, 1994 and 1995, respectively. Additionally, this group was paid
$150 in 1995 for fees related to the Kilovac acquisition (see Notes 1 and 5).
14. SUBSEQUENT EVENTS (UNAUDITED)
On July 2, 1996, the Company acquired certain assets and assumed certain
liabilities of the Hartman Electrical Division of Figgie International, Inc.
for approximately $12,000. The transaction was financed with secured bank
debt, which was made available through amendment to the existing credit
facility. The amended credit facility contains financial covenants including,
without limitation, certain limitations on cash interest coverage, leverage,
liquidity and minimum net worth and certain other customary restrictive
covenants.
F-17
CII TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company has entered into a Letter of Understanding with the bank, which,
upon the execution of definitive documentation at the time of the offering,
would provide for an amended $40 million credit facility, which will bear
interest annually, at the election of the Company at a reference rate or at
LIBOR (for the interest period selected by the Company) plus the applicable
margin. The facility will be available for working capital purposes and to
finance additional acquisitions. The Company anticipates that the loan
agreement for the new facility will contain financial covenants including,
without limitation, certain limitations on cash interest coverage, leverage,
liquidity and minimum net worth and certain other customary restrictive
covenants. The Company expects that the revolving loan facility will be
available for three years, subject to one-year renewals, and that all
outstanding amounts at the end of the three-year period will convert to a
five-year term loan.
In connection with the expected offering of 3,500,000 shares of Common Stock
by the Company, a Registration Statement on Form S-1 will be filed with the
Securities and Exchange Commission.
The Company intends to use the anticipated net proceeds of the offering to
repay amounts under the borrowing arrangement with a bank, the subordinated
notes payable and the preferred stock.
Subsequent to December 31, 1995, the Board of Directors approved a 2.5 for 1
stock split of the Common Stock effective immediately prior to the offering of
Common Stock by the Company.
F-18
INDEPENDENT AUDITORS' REPORT
Board of Directors
Kilovac Corporation:
We have audited the consolidated balance sheet of Kilovac Corporation and
subsidiaries as of December 31, 1994, and the related consolidated statements
of income, stockholders' equity, and cash flows for each of the two years in
the period ended December 31, 1994 and the period from January 1, 1995 through
October 11, 1995. These financial statements are the responsibility of
management. Our responsibility is to express an opinion on these financial
statements 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Kilovac Corporation and
subsidiaries as of December 31, 1994, and the results of their operations and
their cash flows for the two years in the period ended December 31, 1994 and
the period from January 1, 1995 through October 11, 1995 in conformity with
generally accepted accounting principles.
As discussed in Note 10 to the consolidated financial statements, in
September 1995 Kilovac Corporation entered into a merger agreement with
Communications Instruments, Inc. Effective October 11, 1995, the merger was
completed.
Deloitte & Touche LLP
Los Angeles, California
December 6, 1995
F-19
KILOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................................... $ 533,532
Receivables:
Trade, net of allowance for doubtful accounts of $6,134....... 1,315,546
Other......................................................... 191,531
Unbilled receivables.......................................... 30,518
Income taxes receivable....................................... 66,554
Inventories:
Raw materials and processed parts............................. 558,907
Work-in-progress.............................................. 429,787
Finished products............................................. 208,536
Prepaid expenses................................................ 68,140
Deferred income taxes........................................... 325,827
-----------
Total current assets.......................................... 3,728,878
-----------
PROPERTY, At cost:
Land............................................................ 435,408
Building........................................................ 145,136
Machinery....................................................... 1,999,514
Furniture and office equipment.................................. 754,106
Vehicles........................................................ 19,220
Leasehold improvements.......................................... 935,725
Construction-in-progress........................................ 36,450
-----------
Total......................................................... 4,325,559
Accumulated depreciation........................................ (2,671,554)
-----------
Property, net................................................. 1,654,005
-----------
OTHER ASSETS:
Deposits........................................................ 27,226
Patents......................................................... 145,295
-----------
Total other assets............................................ 172,521
-----------
TOTAL............................................................. $ 5,555,404
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit........................................ $ 200,000
Notes payable................................................... 429,778
Accounts payable................................................ 486,855
Accrued liabilities............................................. 905,243
-----------
Total current liabilities..................................... 2,021,876
-----------
DEFERRED INCOME TAXES............................................. 18,916
-----------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY:
Preferred stock, $100 par value; 5,000 shares authorized; none
issued or outstanding..........................................
Preference stock, $100 par value; 5,000 shares authorized; none
issued or outstanding..........................................
Common stock--Class A, no par value; 200,000 shares authorized;
58,574 shares issued and outstanding........................... 559,929
Common stock--Class B, no par value; 200 shares authorized; none
issued or outstanding
Retained earnings............................................... 2,954,683
-----------
Total stockholders' equity.................................... 3,514,612
-----------
TOTAL............................................................. $ 5,555,404
===========
See notes to consolidated financial statements.
F-20
KILOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1993 AND 1994
AND THE PERIOD JANUARY 1, 1995 TO OCTOBER 11, 1995
YEAR ENDED
DECEMBER 31, JANUARY 1, 1995
------------------------ TO OCTOBER 11,
1993 1994 1995
----------- ----------- ---------------
REVENUES:
Product sales...................... $10,375,887 $11,257,160 $9,685,620
Engineering sales.................. 492,343 961,810 1,343,880
----------- ----------- ----------
Total revenues................... 10,868,230 12,218,970 11,029,500
----------- ----------- ----------
COSTS AND EXPENSES:
Cost of product sales.............. 5,902,130 6,940,568 5,635,997
Engineering, research and
development costs................. 943,532 1,431,703 1,364,845
Selling, general and administrative
expenses.......................... 2,441,318 2,987,309 2,527,046
----------- ----------- ----------
Total costs and expenses......... 9,286,980 11,359,580 9,527,888
----------- ----------- ----------
OTHER EXPENSE (INCOME):
Other (income) expense............. 226,133 (112,901) (8,788)
Interest expense................... 150,813 130,247 34,527
----------- ----------- ----------
Total other expense.............. 376,946 17,346 25,739
----------- ----------- ----------
INCOME BEFORE INCOME TAXES........... 1,204,304 842,044 1,475,873
----------- ----------- ----------
INCOME TAX PROVISION (BENEFIT):
Current............................ 490,799 333,168 622,864
Deferred........................... (87,913) (104,852) (61,751)
----------- ----------- ----------
Total income taxes............... 402,886 228,316 561,113
----------- ----------- ----------
NET INCOME........................... $ 801,418 $ 613,728 $ 914,760
=========== =========== ==========
See notes to consolidated financial statements.
F-21
KILOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1993 AND 1994
AND THE PERIOD JANUARY 1, 1995 TO OCTOBER 11, 1995
COMMON STOCK TOTAL
---------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ -------- ---------- -------------
BALANCE, JANUARY 1, 1993............ 62,114 $538,795 $1,684,640 $2,223,435
Exercise common stock options..... 10 95 -- 95
Repurchase of common stock........ (2,448) (24,467) (68,526) (92,993)
Net income........................ -- -- 801,418 801,418
------ -------- ---------- ----------
BALANCE, DECEMBER 31, 1993.......... 59,676 514,423 2,417,532 2,931,955
Issuance of common stock.......... 1,346 69,992 -- 69,992
Repurchase of common stock........ (2,448) (24,486) (76,577) (101,063)
Net income........................ -- -- 613,728 613,728
------ -------- ---------- ----------
BALANCE, DECEMBER 31, 1994.......... 58,574 559,929 2,954,683 3,514,612
Repurchase of common stock........ (6,279) (185,714) (122,264) (307,978)
Net income........................ -- -- 914,760 914,760
------ -------- ---------- ----------
BALANCE, OCTOBER 11, 1995........... 52,295 $374,215 $3,747,179 $4,121,394
====== ======== ========== ==========
See notes to consolidated financial statements.
F-22
KILOVAC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993 AND 1994
AND THE PERIOD JANUARY 1, 1995 TO OCTOBER 11, 1995
YEAR ENDED
DECEMBER 31, JANUARY 1, 1995
--------------------- TO OCTOBER 11,
1993 1994 1995
--------- ---------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................. $ 801,418 $ 613,728 $ 914,760
Adjustments to reconcile net income to net cash
provided by activities:
Depreciation and amortization......... 308,699 365,718 274,030
Loss on disposal of property.......... -- 14,543 --
Deferred income taxes................. (87,913) (104,852) (61,751)
Provision for doubtful accounts and
notes receivable..................... 78,151 (30,000) 31,682
Changes in operating assets and
liabilities:
Trade and other receivables......... (792,448) (6,632) (459,373)
Inventories......................... (49,503) 167,438 (583,039)
Prepaid expenses and deposits....... (108,146) 59,784 545
Accounts payable.................... 91,170 96,384 308,378
Income taxes........................ 159,464 (345,015) 453,441
Accrued liabilities................. 197,254 268,251 68,079
--------- ---------- ---------
Net cash provided by operating
activities....................... 598,146 1,099,347 946,752
--------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property................. (284,029) (486,583) (299,374)
Additions to patents.................. (579) (68,779) (14,663)
Proceeds from disposal of fixed
assets............................... -- 1,205 --
--------- ---------- ---------
Net cash used in investing
activities......................... (284,608) (554,157) (314,037)
--------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net revolving line of credit
borrowings........................... -- 200,000 (200,000)
Repayment of notes payable............ (137,968) (860,865) (348,936)
Issuance of common stock.............. 95 69,992 --
Repurchase of common stock............ (92,993) (101,063) (307,978)
--------- ---------- ---------
Net cash used in financing
activities......................... (230,866) (691,936) (856,914)
--------- ---------- ---------
NET DECREASE IN CASH AND CASH
EQUIVALENTS............................ 82,672 (146,746) (224,199)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................. 597,606 680,278 533,532
--------- ---------- ---------
CASH AND CASH EQUIVALENTS, END OF
PERIOD................................. $ 680,278 $ 533,532 $ 309,333
========= ========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION--
Cash paid during the year for:
Interest.............................. $ 117,132 $ 97,810 $ 19,963
Income taxes.......................... $ 321,798 $ 717,500 $ 142,200
See notes to consolidated financial statements.
F-23
KILOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1994 AND THE PERIODFROM JANUARY 1, 1995
THROUGH OCTOBER 11, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General--Kilovac Corporation designs and manufactures high voltage and high
frequency electromechanical relays with applications in the following
industries: aerospace and defense, medical, test equipment, and other
commercial industries. Kilovac Corporation sells its products and grants
credit to customers in all of these industries located throughout the world.
Principles of Consolidation--The consolidated financial statements include
the accounts of Kilovac Corporation and its wholly owned subsidiaries (the
"Company"). All intercompany accounts and transactions have been eliminated.
Inventories--Inventories are stated at the lower of cost (first-in, first-
out) or market.
Property--Depreciation and amortization are computed using the straight-line
method. Useful lives of the assets range from 3 to 30 years for buildings and
leasehold improvements, 3 to 10 years for machinery, and 3 to 5 years for
furnishings, office equipment and vehicles.
Income Taxes--The Company files a federal income tax return and a California
franchise tax return. Income taxes are recognized for (a) the amount of taxes
payable or refundable for the current period, and (b) deferred income tax
assets and liabilities for the future tax consequences of events that have
been recognized in the Company's financial statements or income tax returns.
The effects of income taxes are measured based on enacted laws and rates.
Revenues--Engineering sales represent revenues under fixed price development
and cost sharing development contracts. Revenues under the contracts are
recognized based on the percentage of completion method, measured by the
percentage of costs incurred to date to estimated total costs for each
contract. Costs in excess of contract revenues on cost sharing development
contracts are expensed in the period incurred as research and development
costs. These estimates are reviewed and revised periodically throughout the
lives of the contracts, and adjustments to profits resulting from such
revisions are recorded in the accounting period in which the revisions are
made. Provision for estimated losses on fixed price development contracts is
made in the period such losses are determined by management. Product sales are
recognized upon product shipment.
Use of Estimates in the Preparation of Financial Statements--The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Export Sales--The Company operates in one industry segment. Export sales
primarily to the Far East and Europe for the years ended December 31, 1993 and
1994 and the period from January 1, 1995 through October 11, 1995 totaled
$2,254,995, $2,743,502 and $3,118,545, respectively.
New Accounting Standards--In March 1995, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 121, "Accounting for the Impairment of Long-
lived Assets and for Long-lived Assets to Be Disposed Of," which established a
new accounting principle for the impairment of long-lived assets and certain
identifiable intangible assets and is effective for fiscal years beginning
after December 15, 1995 with earlier adoption encouraged. The Company adopted
the new standard in 1995, which adoption had no impact on the accompanying
consolidated financial statements.
F-24
KILOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which establishes an alternative method of accounting for
employee stock compensation plans based on a fair value methodology. However,
the statement allows an entity to continue to use the accounting prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees." The new
standard also requires additional disclosures if the Company elects to remain
with the accounting in Opinion 25. The Company has not determined whether it
will adopt the new accounting standard and has also not yet determined its
effect.
2. BORROWING ARRANGEMENTS
The Company had borrowing arrangements with a bank that provided for
borrowings of up to $750,000 under a revolving line of credit and $600,000
under a term line of credit for equipment purchases. Interest on outstanding
balances under these arrangements was payable at the bank's reference rate
(8.5% at December 31, 1994) plus .75% under the revolving line of credit and
1% under the term line of credit. The credit arrangements required the Company
to maintain certain financial ratios and a compensating balance equal to 7% of
the revolving line of credit limit. In connection with the sale of the Company
(see Note 9), the borrowing arrangements were canceled effective October 11,
1995.
3. NOTES PAYABLE
Notes payable consist of the following:
DECEMBER 31,
1994
------------
Term loan to bank; interest at the prime rate (8.5% at December
31, 1994) plus 1% with minimum and maximum rates set at 11%
and 14.75%, respectively; principal due in monthly
installments of $806 through March 1995 when the unpaid
balance is due and payable. The loan is collateralized by a
first trust deed on land and building with a net book value of
$556,354 at December 31, 1994................................. $244,078
Term line of credit; interest at variable rates, 9.5% at
December 31, 1994, principal and interest due in monthly
installments through May 1995................................. 84,558
Subordinated notes payable to a former officer/stockholder;
interest at a rate of 8.25% payable monthly, principal due
December 1995................................................. 80,842
Other.......................................................... 20,300
--------
$429,778
========
4. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
DECEMBER 31,
1994
------------
Wages and certain benefits...................................... $319,033
Legal costs..................................................... 360,000
Provision for contract losses................................... 155,813
Other........................................................... 70,397
--------
$905,243
========
F-25
KILOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. INCOME TAXES
Significant components of the Company's net deferred income taxes are as
follows:
DECEMBER 31,
1994
------------
Current:
Accrued expenses.............................................. $147,358
Provision for contract losses................................. 52,976
Inventories................................................... 31,449
Loan receivable............................................... 23,800
Other......................................................... (4,005)
State taxes, net of federal benefit........................... 74,249
--------
$325,827
========
Noncurrent:
Depreciation.................................................. $(16,185)
State taxes, net of federal benefit........................... (2,731)
--------
$(18,916)
========
The net deferred tax asset is as follows:
DECEMBER 31,
1994
------------
Deferred tax assets........................................... $336,608
Deferred tax liabilities...................................... (29,697)
--------
$306,911
========
The following is a reconciliation of the effective tax rate to the federal
statutory rate:
PERIOD FROM
YEAR ENDED YEAR ENDED JANUARY 1, 1995
DECEMBER 31, DECEMBER 31, TO OCTOBER 11,
1993 1994 1995
------------ ------------ ---------------
Tax provision at statutory rate.. $421,506 $294,715 $516,556
Benefit of foreign service
corporation..................... (11,937) (9,821) (21,237)
Research and development credit.. (55,776) (71,006) (27,610)
State taxes, net of federal
benefit......................... 63,628 14,915 80,969
Other............................ (14,535) (487) 12,435
-------- -------- --------
$402,886 $228,316 $561,113
======== ======== ========
6. COMMITMENTS AND CONTINGENCIES
The Company leases its premises under an operating lease that expires in
April 1996. Future minimum lease payments under the lease total $77,805 at
October 11, 1995.
Rent expense for the years ended December 31, 1993 and 1994 and the period
from January 1, 1995 through October 11, 1995 was $207,480, $207,480 and
$163,590, respectively.
In 1992, two former officers of the Company filed a lawsuit against the
Company and an officer of the Company, stating various causes of action. The
lawsuit has been settled and the settlement amount and related legal costs
were reported in the 1994 consolidated financial statements as other
(expenses) income, net of insurance reimbursements.
F-26
KILOVAC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. CAPITAL STOCK
The dividend rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption and other preferences of the Class B common stock,
preferred stock and preference stock are subject to determination by the Board
of Directors.
8. STOCK OPTIONS
The Company has stock option plans that provide for the issuance of shares
of the Company's common stock in incentive stock options and nonqualified
stock options to key employees. Incentive stock options may be granted at a
price not less than the fair market value of the stock at the grant date.
Options granted vest over varying periods and expire no later than ten years
from the grant date. The option agreements include a vesting acceleration
provision in the event of certain occurrences, which include the merger or
sale of the Company. In connection with the merger agreement discussed in Note
10, all of the employee stock options became fully vested on October 11, 1995
and were exercised.
Information concerning outstanding options is as follows:
NUMBER OF OPTION PRICE
SHARES PER SHARE
--------- ------------
Outstanding, January 1, 1993......................... 70,500 $9.52-$38.70
Exercised.......................................... (10) 9.52
------ ------------
Outstanding, December 31, 1993....................... 70,490 $9.52-$38.70
Granted............................................ 2,000 41.50
------ ------------
Outstanding, December 31, 1994....................... 72,490 $9.52-$41.50
------ ------------
Outstanding, October 11, 1995........................ 72,490 $9.52-$41.50
====== ============
9. EMPLOYEE BENEFIT PLANS
The Company has established the Kilovac Corporation Employee Stock Bonus
Plan (the "Plan") for the benefit of substantially all of its employees.
Annual contributions are limited to a maximum of 15% of eligible employees'
compensation and are made at the discretion of the Board of Directors.
Contributions may be made in the form of cash or stock. Valuation of stock
contributed under the Plan is based on fair market value as determined by
independent appraisal. Contributions to the Plan for the years ended December
31, 1993 and 1994 and the period from January 1, 1995 through October 11, 1995
totaled $147,607, $76,280 and $70,000, respectively. Effective with the
consummation of the merger (see Note 10), the Company has discontinued further
contributions to the plan.
The Company has established a salary deferral savings plan under provisions
of Section 401(k) of the Internal Revenue Code. Employees may elect to defer
up to 15% of their annual compensation under the plan.
10. MERGER AGREEMENT
On September 20, 1995, the Company entered into a merger agreement with
Communications Instruments, Inc. ("CII") that was effective October 11, 1995.
Under the terms of the agreement, CII acquired 80% of the outstanding common
stock of the Company (99,828 shares) for a total cash consideration of
$12,900,000 (less certain transaction fees), distribution of the Company's
ownership in Kilovac Development Corporation, and certain future
consideration. In conjunction with the acquisition, the outstanding stock
options were exercised, representing 72,490 shares of the Company's common
stock. The option holders received their pro rata share of the purchase price
less the aggregate option exercise price totaling $1,202,692.
F-27
INDEPENDENT AUDITORS' REPORT
Hartman Electrical Manufacturing
Division of Figgie International,
Inc.
We have audited the accompanying balance sheets of the Hartman Electrical
Manufacturing Division (the "Company") of Figgie International, Inc. as of
December 31, 1994 and 1995 and the related statements of operations, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements 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, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1994 and 1995,
and the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Cleveland, Ohio
June 28, 1996
F-28
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31,
---------------- MARCH 31,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
ASSETS
Cash............................................ $ 7 $ 22 $ 19
Receivables--net of allowance for doubtful
accounts of $100 in 1994, 1995 and 1996........ 3,633 1,877 2,596
Inventories (Note 2)............................ 5,632 6,992 6,973
Prepaid expenses................................ 13 23 15
------- ------- -------
Total current assets.......................... 9,285 8,914 9,603
Property and equipment--at cost (Note 3)........ 5,720 5,720 5,400
Less accumulated depreciation and amortization.. (3,626) (3,958) (3,993)
------- ------- -------
Property and equipment--net................... 2,094 1,762 1,407
Prepaid pension (Note 6)........................ 1,342 1,427 1,427
Other assets.................................... 174 33 --
------- ------- -------
Total......................................... $12,895 $12,136 $12,437
======= ======= =======
LIABILITIES AND DIVISIONAL EQUITY
LIABILITIES:
Accounts payable................................ $ 963 $ 1,356 $ 1,602
Accrued liabilities (Note 4).................... 6,819 5,333 5,032
Current portion of capital lease obligations
(Note 7)....................................... 1,073 518 504
------- ------- -------
Total current liabilities..................... 8,855 7,207 7,138
Non-current capital lease obligations (Note 7).. 1,138 617 494
------- ------- -------
Total liabilities............................. 9,993 7,824 7,632
COMMITMENTS AND CONTINGENCIES (Note 7)
DIVISIONAL EQUITY (Note 9)...................... 2,902 4,312 4,805
------- ------- -------
Total......................................... $12,895 $12,136 $12,437
======= ======= =======
The accompanying notes to financial statements are an integral part of these
statements.
F-29
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
---------------- --------------------
1994 1995 1995 1996
------- ------- --------- ---------
(UNAUDITED)
NET SALES............................... $19,974 $17,461 $ 4,742 $ 5,095
------- ------- --------- ---------
COSTS AND EXPENSES:
Cost of sales (Note 8)................ 17,120 11,417 3,024 3,656
Selling............................... 889 445 130 73
General and administrative (Note 1 and
8)................................... 3,331 2,753 697 685
Research and development.............. 969 615 216 --
Non-recurring charge (Note 10)........ 1,877 -- -- --
Provision for estimated environmental
costs (Note 11)...................... -- 850 -- --
------- ------- --------- ---------
Total costs and expenses............ 24,186 16,080 4,067 4,414
------- ------- --------- ---------
INCOME (LOSS) FROM OPERATIONS........... (4,212) 1,381 675 681
------- ------- --------- ---------
OTHER INCOME (EXPENSE):
Interest expense (Note 8)............. (332) (50) (17) --
Other................................. 118 (92) (33) 1
------- ------- --------- ---------
Total other income (expense)........ (214) (142) (50) 1
------- ------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES....... (4,426) 1,239 625 682
PROVISION (BENEFIT) FOR INCOME TAXES
(Note 5)............................... (1,765) 496 249 272
------- ------- --------- ---------
NET INCOME (LOSS)....................... $(2,661) $ 743 $ 376 $ 410
======= ======= ========= =========
The accompanying notes to financial statements are an integral part of these
statements.
F-30
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS
YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
---------------- -------------
1994 1995 1995 1996
------- ------- ------ -----
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................ $(2,661) $ 743 $ 376 $ 410
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation............................... 389 332 88 67
Gain on sale of fixed assets............... (167) -- -- --
Loss on write-off of equipment and other
assets.................................... 1,951 -- -- --
Changes in operating assets and
liabilities:
Receivables.............................. (1,322) 1,756 (603) (719)
Inventories.............................. 1,315 (1,360) 181 19
Prepaid expenses......................... (4) (10) 6 8
Prepaid pension and other assets......... 629 56 26 33
Accounts payable......................... (1,314) 393 113 246
Accrued expenses......................... (2,613) (1,486) (951) (301)
------- ------- ------ -----
Net cash provided by (used in) operating
activities................................ (3,797) 424 (764) (237)
------- ------- ------ -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures......................... (76) -- -- (63)
Sale of property and equipment............... 217 -- -- --
------- ------- ------ -----
Net cash provided by (used in) investing
activities................................ 141 -- -- (63)
------- ------- ------ -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations........ (491) (1,076) (281) (137)
Net cash provided by Figgie.................. 4,149 667 1,055 434
------- ------- ------ -----
Net cash provided by (used in) financing
activities................................ 3,658 (409) 774 297
------- ------- ------ -----
NET INCREASE (DECREASE) IN CASH.............. 2 15 10 (3)
CASH, BEGINNING OF PERIOD.................... 5 7 7 22
------- ------- ------ -----
CASH, END OF PERIOD.......................... $ 7 $ 22 $ 17 $ 19
======= ======= ====== =====
The accompanying notes to financial statements are an integral part of these
statements.
F-31
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1995
AND THREE MONTHS ENDED MARCH 31, 1995 AND 1996 (UNAUDITED)
(IN THOUSANDS)
1.BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reporting Entity--Hartman Electrical Manufacturing (the "Company") is a
division of Figgie International, Inc. ("Figgie"). The Company, located in
Mansfield, Ohio, is a manufacturer and marketer of high current
electromechanical relays for critical applications in the military and
commercial aerospace markets. The Company specializes in lower volume, highly
engineered relays targeted to aerospace original equipment manufacturers and
aftermarket users. Due to the nature of the industry they serve, the Company's
customer base is highly concentrated. Approximately 86% and 91% of net sales
in 1994 and 1995, respectively, were to the Company's ten largest customers.
Three customers in 1994 and four customers in 1995 exceeded 10% of net sales.
Sales to these customers ranged from 11% to 21% of net sales in 1994 and 11%
to 27% of net sales in 1995. Net sales to the U.S. Department of Defense
(including prime contractors under U.S. government programs) amounted to 35%
and 26% of total net sales in 1994 and 1995, respectively.
Approximately 13% and 17% of net sales in 1994 and 1995, respectively, were
to entities which principally operate outside of the United States.
The financial statements have been prepared generally as if the Company had
operated as a stand-alone entity for all periods presented. The financial
information included herein is not necessarily indicative of the financial
position and results of operations of the Company in the future. In addition,
these financial statements do not reflect any effects of the proposed change
in ownership transaction described in Note 12.
The Company receives an allocation of various management services provided
by Figgie such as insurance, legal, treasury, property management, human
resources, accounting, tax, and other miscellaneous. Expenses for such common
services, included in general and administrative expenses, were $1,812 in 1994
and 1995. Effective January 1, 1996, Figgie discontinued allocating expenses
for common services discussed above due to the proposed transaction discussed
in Note 12. An estimate of $453 relating to corporate charges that would have
been allocated by Figgie to the Company during the quarter ended March 31,
1996 has been included in general and administrative expenses for the quarter
ended March 31, 1996.
Concentration of Credit Risk--Credit is extended based on an evaluation of
the customer's financial condition and, generally, collateral is not required.
Receivables from the Company's ten largest customers represent 82% and 78% of
total receivables at December 31, 1994 and 1995, respectively.
Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions pending completion of related events. These estimates and
assumptions affect the amounts reported at the date of the financial
statements for assets, liabilities, revenues and expenses and the disclosure
of contingencies. Actual results could differ from those estimates.
Fair Value of Financial Instruments--The Company has various financial
instruments, including cash, accounts receivable, accounts payable, and
capital leases. The Company believes that the carrying values of these
financial instruments approximate their fair values.
Inventories--Inventories are stated at the lower of first-in, first-out
(FIFO) cost or market. Reserves for excess and obsolete inventories are
determined based on historical and projected usage.
Revenue Recognition--Revenues are generally recognized as finished products
are shipped to customers. The Company follows the guidelines of AICPA
Statement of Position 81-1, "Accounting for Performance of Construction-Type
and Certain Production-Type Contracts" (the contract method of accounting) for
certain long-term commercial and governmental contracts. Under the contract
method of accounting, the Company's sales
F-32
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
are primarily under fixed-price contracts, certain of which require delivery
of products over several years. Sales and profit on each contract are
recognized primarily in accordance with the percentage-of-completion method of
accounting, using the units of delivery method. Revisions of estimated profits
on contracts are included in earnings by the reallocation method, which
spreads the change in estimate over future deliveries. Any anticipated losses
on contracts are charged to earnings when identified. Estimated warranty costs
are provided for based on known claims and historical experience.
Depreciation--Depreciation is computed on the straight-line method over the
assets' estimated useful lives, ranging from 15 to 40 years for buildings and
improvements and 5 to 10 years for machinery and equipment.
Research and Development--Research and development costs are expensed as
incurred.
2. INVENTORIES
Inventories consist of the following:
DECEMBER 31,
---------------- MARCH 31,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
Products in process.......................... $ 2,089 $ 3,475 $ 3,518
Raw materials, supplies and finished
components.................................. 6,456 6,709 6,793
------- ------- -------
Inventories--gross........................... 8,545 10,184 10,311
Reserve for excess and obsolete inventory.... (2,913) (3,192) (3,338)
------- ------- -------
Total...................................... $ 5,632 $ 6,992 $ 6,973
======= ======= =======
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
DECEMBER 31,
-------------
1994 1995
------ ------
Land.......................................................... $ 205 $ 205
Buildings and improvements.................................... 1,134 1,134
Machinery and equipment....................................... 4,131 4,381
Construction in progress...................................... 250 --
------ ------
Total....................................................... $5,720 $5,720
====== ======
4. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
DECEMBER 31,
------------- MARCH 31,
1994 1995 1996
------ ------ -----------
(UNAUDITED)
Compensation and related benefits................. $ 617 $ 642 $ 565
Taxes other than income........................... 334 335 429
Estimated losses on uncompleted contracts......... 5,332 3,091 2,644
Estimated environmental remediation liability..... -- 850 850
Warranty.......................................... 200 200 224
Other............................................. 336 215 320
------ ------ ------
Total........................................... $6,819 $5,333 $5,032
====== ====== ======
F-33
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
5. INCOME TAXES
The operations of the Company are included in the consolidated tax return of
Figgie. The income tax provision included in the statements of operations has
been determined as if the Company was a separate taxpayer. Current and
deferred tax assets and liabilities are transferred to divisional equity.
The provision (benefit) for income taxes consists of the following for the
years ended December 31:
1994 1995
------- ----
Current........................................................ $(1,654) $ 1
Deferred....................................................... (111) 495
------- ----
Total........................................................ $(1,765) $496
======= ====
The effective income tax rates for the years ended December 31, 1994 and
1995 were 40%. The principle difference between income taxes computed at the
federal statutory rate (35%) and the Company's effective income tax rate is
state and local income taxes.
Components of the deferred tax liabilities (assets) included in divisional
equity at December 31 were as follows:
1994 1995
------- -------
Depreciation.............................................. $ 214 $ 186
Pension................................................... 537 571
Inventory basis difference................................ (1,065) (1,178)
Estimated losses on uncompleted contracts................. (2,133) (1,236)
Accrued liabilities....................................... (213) (508)
Bad debt reserve.......................................... (40) (40)
------- -------
Total................................................... $(2,700) $(2,205)
======= =======
6. RETIREMENT PLANS
Hourly employees covered under the Company's collective bargaining agreement
participate in a defined benefit pension plan. The plan provides for various
levels of benefits based on length of service. The plan is fully funded and no
contributions to the plan were required in 1994 and 1995. The plan's assets
consist primarily of listed common stocks, corporate and government bonds,
real estate investments, and cash and cash equivalents.
Net periodic pension income of the defined benefit pension plan consists of
the following for the years ended December 31:
1994 1995
----- -----
Service cost--benefits earned during the year................. $ 59 $ 53
Interest cost on accumulated benefit obligation............... 190 221
Actual (return) loss on plan assets........................... 171 (748)
Net amortization and deferral................................. (607) 389
----- -----
Net periodic pension income................................. $(187) $ (85)
===== =====
F-34
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The funded status of the defined benefit pension plan and the amounts
recognized in the balance sheets at December 31 are as follows:
1994 1995
------- -------
Fair value of plan assets................................ $ 3,548 $ 4,091
Actuarial present value of benefit obligation--projected
and accumulated......................................... (2,443) (3,014)
------- -------
Plan assets greater than projected benefit obligation.... 1,105 1,077
Unrecognized net transition asset........................ (521) (456)
Unrecognized net loss.................................... 670 728
Unrecognized prior service cost.......................... 88 78
------- -------
Prepaid pension asset.................................... $ 1,342 $ 1,427
------- -------
Vested benefits.......................................... $ 2,411 $ 2,970
------- -------
Assumptions used were as follows: discount rate--8.25% in 1994 and 7.50% in
1995; and return on plan assets--10%.
Eligible salaried employees of the Company participate in a defined benefit
pension plan sponsored by Figgie. Plan benefits under this plan are based on
employees' earnings during their years of participation in the plan. Amounts
allocated by Figgie and charged to expense were $170 and $49 in 1994 and 1995,
respectively. In addition, eligible employees may participate in a 401(k)
defined contribution plan, also sponsored by Figgie. The Plan does not provide
for employer contributions.
7. COMMITMENTS
The Company has commitments under operating leases primarily for computer
and office equipment. Rental expense was $488 in 1994 and $424 in 1995. Future
minimum rental commitments under operating leases having initial or remaining
non-cancelable lease terms exceeding one year are $356 in 1996; $263 in 1997;
$176 in 1998; and $23 in 1999.
The Company has commitments under capital leases primarily for machinery and
equipment. Future principal payments under these capital leases are as
follows:
Year ending December 31,
1996............................................................ $ 518
1997............................................................ 490
1998............................................................ 127
------
$1,135
======
The net book value of machinery and equipment under capital leases is not
significant. Implicit interest rates in the capital leases range from 8.9% to
9.8%.
8. RELATED PARTY TRANSACTIONS
The Company purchases certain component parts from Interstate Electronics, a
subsidiary of Figgie. Amounts purchased during the years ended December 31,
1994 and 1995 were $4,670 and $2,005, respectively. Amounts purchased during
the three months ended March 31, 1995 and 1996 were $823 and $439,
respectively.
F-35
HARTMAN ELECTRICAL MANUFACTURING DIVISION OF FIGGIE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Company's working capital and other cash requirements are financed by
Figgie with an interest charge or benefit computed based on working capital
variance to plan budgets. Net interest expense charged by Figgie in 1994 and
1995 amounted to $315 and $44, respectively.
During the three month period ending March 31, 1996, the Company transferred
equipment with a net book value of $351 to Figgie.
9.DIVISIONAL EQUITY
Changes in divisional equity, which includes cash advances and allocated
costs, were as follows:
Balance, January 1, 1994............................................ $ 1,414
Net loss for 1994................................................. (2,661)
Net cash transferred from Figgie.................................. 4,149
-------
Balance, December 31, 1994.......................................... 2,902
Net income for 1995............................................... 743
Net cash transferred from Figgie.................................. 667
-------
Balance, December 31, 1995.......................................... 4,312
Net income for the three months ended March 31, 1996.............. 410
Net cash transferred from Figgie.................................. 434
Equipment transferred to Figgie................................... (351)
-------
Balance, March 31, 1996............................................. $ 4,805
=======
10.NON-RECURRING CHARGE
The non-recurring charge in 1994 represents the write-off of test equipment.
This equipment was developed for the purpose of testing relays in a more
efficient manner. Management determined in 1994 that the equipment was not
effective.
11.CONTINGENCIES
In 1995, the Company recorded an estimated liability of $850 for
environmental remediation and compliance costs related to its facility in
Mansfield, Ohio. Management believes that the actual outcome of any
remediation and compliance costs in excess of the recorded liability would not
have a material effect on the financial condition or results of operations of
the Company.
12.SUBSEQUENT EVENT
On May 10, 1996, Communications Instruments, Inc. ("CII") entered into a
non-binding letter of intent with Figgie to acquire certain assets and assume
certain liabilities of the Company. This proposed transaction is subject to
negotiation of definitive agreements, due diligence, Board and regulatory
approvals and CII obtaining financing for the acquisition. If this transaction
is consummated as proposed, the pension plan assets and obligations described
in Note 6 will remain with Figgie, the plan sponsor, as well as certain other
assets and liabilities including, but not limited to, land, buildings and
environmental related liabilities.
F-36
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS IN CONNECTION WITH THE OFFERING COVERED HEREBY. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK IN ANY
JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
---------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary....................................................... 3
Summary Consolidated Financial Data...................................... 5
The Company.............................................................. 7
Risk Factors............................................................. 9
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 15
Capitalization........................................................... 16
Dilution................................................................. 17
Selected Consolidated Financial Information.............................. 18
Pro Forma Condensed Consolidated Financial Information................... 20
Management's Discussion and Analysis of Financial Condition and Results
of Operations......................................................... 26
Business................................................................. 34
Management............................................................... 46
Ownership of Common Stock................................................ 52
Certain Relationships and Related Transactions........................... 52
Description of Capital Stock............................................. 54
Shares Eligible for Future Sale.......................................... 57
Underwriting............................................................. 58
Legal Matters............................................................ 59
Experts.................................................................. 59
Additional Information................................................... 60
Index to Financial Statements............................................ F-1
---------------
UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL DEALERS EF-
FECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIRE-
MENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIP-
TION.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[LOGO] CII TECHNOLGIES (TM)
3,500,000 SHARES
COMMON STOCK
---------------
PROSPECTUS
, 1996
---------------
WILLIAM BLAIR & COMPANY
FURMAN SELZ
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an itemization of the estimated costs expected to be
incurred in connection with the offer and sale of the securities registered
hereby.
Securities Act Registration Fee.................................. $15,267.24
NASD Filing Fee.................................................. 4,928
Nasdaq National Market Listing Fee............................... 33,750
Transfer Agent Fee............................................... *
Printing and Engraving Expenses.................................. *
Legal Fees and Expenses.......................................... *
Accounting Fees and Expenses..................................... *
Blue Sky Fees and Expenses....................................... *
Miscellaneous.................................................... *
----------
Total.......................................................... $ *
==========
- --------
* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation limits the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.
Under the Restated Certificate of Incorporation of the Registrant and under
its Amended and Restated Bylaws, the Registrant shall have the power to
indemnify its officers, directors, employees and agents to the full extent
permitted by the laws of the State of Delaware.
The Registrant maintains insurance, at its expense, to protect any director
or officer of the Registrant against certain expenses, liabilities or losses.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
(a) Securities sold:
(i) On May 11, 1993, as part of the CII Acquisition, the Registrant issued
to CII Associates, L.P. (the "Partnership") 2,150,000 shares of Common Stock
and 40,000 shares of Cumulative Redeemable Preferred Stock for a total
consideration of $860,000 and $2,000,000, respectively.
(ii) Also in connection with the CII Acquisition on May 11, 1993, Ramzi A.
Dabbagh, Alan Gordon, G. Daniel Taylor and John Flanagan subscribed for and
purchased 50,000, 25,000, 100,000 and 75,000 shares, respectively of Common
Stock of the Company for purchases price of $20,000, $10,000, $40,000 and
$30,000, respectively.
(iii) On May 11, 1993 the Company issued a subordinated promissory note due
May 31, 2003 in the principal amount of $4,000,000 and one-half of the unpaid
principal of such note is due on each of May 31, 2002 and May 31, 2003.
II-1
(iv) On May 17, 1994 and May 23, 1995 Michael A. Steinback purchased 25,000
shares of Common Stock and the consideration for each such purchase was
$10,000.
(v) On October 11, 1995 the Company issued to the Partnership 40,000 shares
of Cumulative Redeemable Preferred Stock Series A for a total consideration of
$2,000,000.
(vi) On October 11, 1995 the Company issued a subordinated promissory note
due October 11, 2005 in the principal amount of $1,700,000 and one-half of the
unpaid principal of such note is due on each of October 11, 2004 and October
11, 2005.
(vii) On December 1, 1995, Ramzi Dabbagh, Michael Steinback and David
Henning each purchased 25,000 shares of Common Stock for $11,400. On such
date, Theodore Anderson also purchased 12,500 shares of Common Stock for
$5,700 and Gary L. McGill, Jeffrey W. Boyce and Raymond McClinton purchased
4,165, 4,165 and 4,170 shares, respectively, for purchase prices of $1,899,
$1,899 and $1,902, respectively.
(b) Underwriters and other purchasers
None.
(c) Consideration
See (a) above.
(d) Exemption from registration claimed
The foregoing securities were not offered or sold in transactions involving
any public offering in the United States and, accordingly, were exempt from
registration under Section 4(2) of the Securities Act.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
*1 --Form of Underwriting Agreement.
*3.1 --Restated Certificate of Incorporation.
*3.2 --Bylaws.
*4 --Form of Common Stock Certificate.
*5 --Opinion of Simpson Thacher & Bartlett (a partnership which includes
professional corporations) regarding the legality of the Common
Stock being registered.
10.1 --Management Subscription Agreements between the Company and Messrs.
Dabbagh, Gordon, Taylor and Flanagan.
10.2 --Subscription Agreements between the Company and Messrs. Dabbagh,
Steinback, Henning, Anderson, Jr., McGill, Boyce and McClinton.
10.3 --Registration Rights Agreement between the Company and CII
Associates, L.P.
10.5 --Employment Agreement with Ramzi Dabbagh.
10.6 --Employment Agreement with G. Daniel Taylor.
10.7 --Employment Agreement with Douglas Campbell.
10.8 --Employment Agreement with Michael Steinback.
10.9 --Employment Agreement with David Henning.
*10.10 --Stock Subscription and Purchase Agreement dated as of September 20,
1995, as amended, by and among CII, Kilovac Corporation and the
stockholders and optionholders of Kilovac Corporation named therein.
10.11 --Second Amended and Restated Loan and Security Agreement dated as of
July 2, 1996 among CII, the financial institutions named therein
(the "Lenders") and Bank of America Illinois as agent for the
Lenders.
10.12 --Asset Purchase Agreement dated as of June 27, 1996 between
Communications Instruments Inc. and Figgie International Inc.
10.13 --Environmental Remediation and Escrow Agreement, dated as of July 2,
1996.
10.14 --Lease Agreement dated as of July 2, 1996 by and between Figgie
Properties, Inc. and Communications Instruments, Inc. dba Hartman
Division of CII Technologies Inc.
*10.15 --CII Technologies Inc. 1996 Management Stock Plan.
11 --Statement re computation of pro forma per share earnings.
21 --Subsidiaries of Registrant.
23.1 --Consent of Deloitte & Touche LLP.
*23.2 --Consent of Simpson Thacher & Bartlett (included in Exhibit 5).
24 --Powers of Attorney (included in the signature pages of this
registration statement)
27.1 --Financial Data Schedule
- --------
* To be filed by amendment.
(b) Financial Statement Schedules:
I. Condensed Financial Information of Registrant.
II-3
SCHEDULE I
CII TECHNOLOGIES INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
PAGE(S)
-------
I. CONDENSED FINANCIAL INFORMATION OF REGISTRANT..................... II-5
Notes to Condensed Financial Information of Registrant............. II-8
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required or because the information called for is shown in
the Consolidated Financial Statements or Notes thereto.
II-4
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 31,
---------------
1994 1995
------ -------
ASSETS
CURRENT ASSETS:
Income tax receivable........................................ $ 60 $ 59
Current deferred tax asset................................... 249 455
------ -------
Total current assets....................................... 309 514
INVESTMENT IN SUBSIDIARY....................................... 7,862 10,538
------ -------
Total...................................................... $8,171 $11,052
====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Payable due to subsidiary.................................... $ 256 $ 304
Accrued interest............................................. 615 1,141
------ -------
Total current liabilities.................................. 871 1,445
LONG-TERM DEBT................................................. 5,750 7,450
CUMULATIVE REDEEMABLE PREFERRED STOCK.......................... 2,287 4,497
COMMON STOCK SUBJECT TO PUT OPTIONS............................ 100 165
STOCKHOLDERS' EQUITY:
Common stock................................................. 9 9
Additional paid-in capital................................... 38 758
Accumulated deficit.......................................... (873) (3,236)
Currency translation loss.................................... (11) (36)
------ -------
Total...................................................... $8,171 $11,052
====== =======
See notes to condensed financial statements.
II-5
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
YEAR ENDED
MAY 11, 1993 -------------------------
TO DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995
--------------- ------------ ------------
INTEREST EXPENSE.................... $ 358 $ 554 $ 689
OTHER EXPENSE....................... -- -- 8
----- ----- -------
LOSS BEFORE EQUITY IN INCOME (LOSS)
OF SUBSIDIARY AND INCOME TAXES..... (358) (554) (697)
INCOME TAX EXPENSE (BENEFIT)........ 142 208 264
----- ----- -------
LOSS BEFORE EQUITY IN INCOME (LOSS)
OF SUBSIDIARY...................... (216) (346) (433)
EQUITY IN INCOME (LOSS) OF
SUBSIDIARY......................... (642) 618 (1,720)
----- ----- -------
NET INCOME (LOSS)................... $(858) $ 272 $(2,153)
===== ===== =======
See notes to condensed financial statements.
II-6
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
YEAR ENDED
MAY 11, 1993 -------------------------
TO DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995
--------------- ------------ ------------
NET CASH USED IN OPERATING
ACTIVITIES.......................... $ (121) $ (160) $ (114)
NET CASH USED IN INVESTING
ACTIVITIES--
Acquisition of Common Stock of
Communications Instruments, Inc... (7,904) -- (3,700)
NET CASH PROVIDED BY FINANCING
ACTIVITIES:
Proceeds from issuance of debt..... 5,750 -- 1,700
Proceeds from issuance of preferred
stock............................. 2,000 -- 2,000
Proceeds from issuance of common
stock............................. 144 -- 56
Borrowings from subsidiary......... 121 135 48
Receipt on stock subscription
note.............................. 10 25 10
------- ------ -------
NET INCREASE (DECREASE) IN CASH...... -- -- --
CASH, BEGINNING OF PERIOD............ -- -- --
------- ------ -------
CASH, END OF PERIOD.................. $ -- $ -- $ --
======= ====== =======
See notes to condensed financial statements.
II-7
CII TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT
1. BASIS OF PRESENTATION
The Condensed Financial Information of Registrant reflects the financial
statements of CII Technologies Inc. with its wholly-owned subsidiaries,
Communications Instruments, Inc. Kilovac Corporation, Kilovac International
FSC Limited and Electro-Mech, S.A. DE C.V., presented on the equity method of
accounting in order to comply with the requirements of Schedule I of the Form
S-1 to be filed with the Securities and Exchange Commission.
2. LONG-TERM DEBT
See Note 5 of the Notes to Consolidated Financial Statements.
3. CUMULATIVE REDEEMABLE PREFERRED STOCK AND COMMON STOCK SUBJECT TO PUT
OPTIONS
See Note 11 of the Notes to Consolidated Financial Statements.
4. COMMITMENTS AND CONTINGENCIES
See Note 8 of the Notes to Consolidated Financial Statements.
5. CASH DIVIDENDS PAID TO REGISTRANT
For the fiscal years ending December 31, 1993, 1994 and 1995, CII
Technologies Inc. did not receive any dividends.
II-8
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the
Representatives of the Underwriters at the closing specified in the
Underwriting Agreement certificates for Common Stock in such denominations and
registered in such names as required by the Representatives of the
Underwriters to permit prompt delivery to each purchaser of Common Stock.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act of 1933 shall be deemed to be a
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FAIRVIEW, STATE OF
NORTH CAROLINA, ON JULY 18, 1996.
CII Technologies Inc.
/s/ Ramzi A. Dabbagh
By __________________________________
RAMZI A. DABBAGH
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
We, the undersigned officers and directors of CII Technologies Inc. and each
of us, do hereby constitute and appoint each and any of Ramzi A. Dabbagh, G.
Dan Taylor and David Henning, our true and lawful attorney and agent, with
full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this registration statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto as well as any additional registration statement filed pursuant to Rule
462(b) of the Securities Act; and we do hereby ratify and confirm all that
said attorney and agent, or his substitute, shall do or cause to be done by
virtue thereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 18, 1996.
SIGNATURE TITLE
/s/ Ramzi A. Dabbagh Chairman of the Board of Directors,
- ------------------------------------- and Chief Executive Officer and
RAMZI A. DABBAGH Director (principal executive
officer)
/s/ G. Daniel Taylor Executive Vice President of Business
- ------------------------------------- Development and Director
G. DANIEL TAYLOR
/s/ David Henning Chief Financial Officer (principal
- ------------------------------------- financial and accounting officer)
DAVID HENNING
/s/ Michael A. Steinback President of Communications
- ------------------------------------- Instruments Inc. and Director
MICHAEL A. STEINBACK
/s/ Douglas Campbell President of Kilovac Division and
- ------------------------------------- Director
DOUGLAS CAMPBELL
II-10
SIGNATURE TITLE
/s/ Michael S. Bruno, Jr. Director
- -------------------------------------
MICHAEL S. BRUNO, JR.
/s/ Daniel A. Dye Director
- -------------------------------------
DANIEL A. DYE
/s/ John P. Flanagan Director
- -------------------------------------
JOHN P. FLANAGAN
/s/ Donald E. Dangott Director
- -------------------------------------
DONALD E. DANGOTT
II-11
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
*1 --Form of Underwriting Agreement.
*3.1 --Restated Certificate of Incorporation.
*3.2 --Bylaws.
*4 --Form of Common Stock Certificate.
*5 --Opinion of Simpson Thacher & Bartlett (a partnership
which includes professional corporations) regarding
the legality of the Common Stock being registered.
10.1 --Management Subscription Agreements between the
Company and Messrs. Dabbagh, Gordon, Taylor and
Flanagan.
10.2 --Subscription Agreements between the Company and
Messrs. Dabbagh, Steinback, Henning, Anderson, Jr.,
McGill, Boyce and McClinton.
10.3 --Registration Rights Agreement between the Company and
CII Associates, L.P.
10.5 --Employment Agreement with Ramzi Dabbagh.
10.6 --Employment Agreement with G. Daniel Taylor.
10.7 --Employment Agreement with Douglas Campbell.
10.8 --Employment Agreement with Michael Steinback.
10.9 --Employment Agreement with David Henning.
*10.10 --Stock Subscription and Purchase Agreement dated as of
September 20, 1995, as amended, by and among CII,
Kilovac Corporation and the stockholders and
optionholders of Kilovac Corporation named therein.
10.11 --Second Amended and Restated Loan and Security
Agreement dated as of July 2, 1996 among CII, the
financial institutions named therein (the "Lenders")
and Bank of America Illinois as agent for the Lenders.
10.12 --Asset Purchase Agreement dated as of June 27, 1996
between Communications Instruments Inc. and Figgie
International Inc.
10.13 --Environmental Remediation and Escrow Agreement, dated
as of July 2, 1996.
10.14 --Lease Agreement dated as of July 2, 1996 by and
between Figgie Properties, Inc. and Communications
Instruments, Inc. dba Hartman Division of CII
Technologies Inc.
*10.15 --CII Technologies Inc. 1996 Management Stock Plan.
11 --Statement re computation of pro forma per share
earnings.
21 --Subsidiaries of Registrant.
23.1 --Consent of Deloitte & Touche LLP.
*23.2 --Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).
24 --Powers of Attorney (included in the signature pages
of this registration statement)
27.1 --Financial Data Schedule
- -------
* To be filed by amendment.