1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Period Ended AUGUST 29, 1997 --------------- or [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Transition Period From_____________ to_____________. COMMISSION FILE NUMBER 0 -25068 . HASKEL INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 95-4107640 ---------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 100 EAST GRAHAM PLACE BURBANK, California 91502 ------------------- ----- (Address of principal executive offices) (Zip Code) (818) 843 - 4000 ---------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former name, address and former fiscal year, if changed since last report) Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13, or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceeding Five Years Indicated by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes [ ] No [ ]. Applicable Only to Corporate Issuers Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. AS OF SEPTEMBER 24, 1997 THE REGISTRANT HAD 4,718,630 SHARES OF CLASS A COMMON STOCK, AND 40,000 SHARES OF CLASS B COMMON STOCK OUTSTANDING. 2 INDEX HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Consolidated balance sheets - May 31, 1997 and August 29, 1997 ....................................... 3 Consolidated statements of income - Three months ended August 31, 1996 and August 29, 1997 .................................................................................. 5 Consolidated statements of cash flows - Three months ended August 31, 1996 and August 29, 1997 .................................................................................. 6 Notes to consolidated financial statements - August 29, 1997 ......................................... 7 Item 2. Management's discussion and analysis of financial condition and results of operations ........... 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ................................................................ 11 2 3 HASKEL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) MAY 31, AUGUST 29, 1997 1997 ----------- ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,490,000 $ 7,125,000 Accounts receivable, net 11,751,000 11,157,000 Inventories 10,335,000 10,778,000 Prepaid expenses and other current assets 942,000 1,065,000 Deferred income taxes 1,419,000 1,417,000 ----------- ----------- TOTAL CURRENT ASSETS 32,937,000 31,542,000 PROPERTY, PLANT & EQUIPMENT, Net 5,376,000 5,688,000 GOODWILL, Net 698,000 712,000 DEFERRED INCOME TAXES 2,156,000 2,149,000 OTHER ASSETS 65,000 49,000 ----------- ----------- TOTAL $41,232,000 $40,140,000 =========== =========== See notes to consolidated financial statements. 3 4 HASKEL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) (UNAUDITED) MAY 31, AUGUST 29, 1997 1997 ----------- ------------ LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 978,000 $ 975,000 Accounts payable 4,070,000 3,545,000 Dividends payable 335,000 333,000 Accrued liabilities 3,249,000 1,822,000 Income taxes payable 210,000 834,000 ----------- ------------ TOTAL CURRENT LIABILITIES 8,842,000 7,509,000 LONG-TERM DEBT 1,401,000 1,187,000 OTHER ACCRUED LIABILITIES 2,322,000 2,314,000 COMMITMENTS & CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred Stock: 2,000,000 shares authorized; none issued and outstanding Common Stock: Class A, without par value; 20,000,000 shares authorized; 4,748,230 and 4,753,630 issued and outstanding at May 31, 1997 and August 29, 1997, respectively 13,855,000 13,903,000 Class B, without par value; 40,000 shares authorized, issued and outstanding at May 31, 1997 and August 29, 1997 19,000 19,000 Retained Earnings 14,733,000 15,515,000 Cumulative foreign currency translation adjustment 60,000 (307,000) ----------- ------------ TOTAL SHAREHOLDERS' EQUITY 28,667,000 29,130,000 ----------- ------------ TOTAL $41,232,000 $ 40,140,000 =========== ============ See notes to consolidated financial statements. 4 5 HASKEL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED AUGUST 31, AUGUST 29, 1996 1997 ------------ ------------ SALES $ 12,215,000 $ 12,518,000 COST OF SALES 6,635,000 6,547,000 ------------ ------------ GROSS PROFIT 5,580,000 5,971,000 EXPENSES: Selling 1,805,000 1,952,000 General and administrative 1,896,000 1,936,000 Engineering design, research and development 212,000 278,000 ------------ ------------ Total 3,913,000 4,166,000 ------------ ------------ OPERATING INCOME 1,667,000 1,805,000 OTHER INCOME 59,000 87,000 ------------ ------------ INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,726,000 1,892,000 PROVISION FOR INCOME TAXES 704,000 777,000 ------------ ------------ INCOME FROM CONTINUING OPERATIONS 1,022,000 1,115,000 LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES (300,000) ------------ ------------ NET INCOME $ 722,000 $ 1,115,000 ============ ============ INCOME (LOSS) PER SHARE: Continuing operations $ 0.21 $ 0.22 Discontinued operations (0.06) ------------ ------------ Total $ 0.15 $ 0.22 ============ ============ DIVIDEND PER SHARE $ 0.07 $ 0.07 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 4,803,214 5,110,781 ============ ============ See notes to consolidated financial statements. 5 6 HASKEL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED AUGUST 31, AUGUST 29, 1996 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by continuing operations $ 668,000 $ 264,000 Net cash (used in) provided by discontinued operations 210,000 (160,000) ----------- ----------- Net cash provided by operating activities 878,000 104,000 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (600,000) (603,000) Proceeds from sale of property 51,000 Acquisitions (net of cash and cash equivalents acquired) (791,000) ----------- ----------- Net cash used in investing activities (1,340,000) (603,000) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (212,000) (217,000) Proceeds from issuance of common stock 22,000 48,000 Dividends declared (331,000) (333,000) ----------- ----------- Net cash used in financing activities (521,000) (502,000) ----------- ----------- EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS 15,000 (364,000) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (968,000) (1,365,000) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,239,000 8,490,000 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,271,000 $ 7,125,000 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION: Cash paid for: Interest Continuing operations $ 1,000 $ 38,000 =========== =========== Discontinued operations $ 53,000 $ 8,000 =========== =========== Income taxes $ 406,000 $ 73,000 =========== =========== SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES - On June 3, 1996, the Company's foreign subsidiary, Haskel Energy Systems, Limited ("HESL"), acquired all of the outstanding stock of Hydraulic Mobile Equipment Limited ("HME") for $851,000 ($814,000 in cash and $37,000 in acquisition costs) plus liabilities Fair value of assets acquired $ 1,067,000 Cash paid (851,000) ----------- Liabilities assumed $ 216,000 =========== See notes to consolidated financial statements. 6 7 PART I. FINANCIAL INFORMATION HASKEL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which comprise only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended August 29, 1997 are not necessarily indicative of the results that may be expected for the year ending May 29, 1998. For further information, refer to the consolidated financial statements and notes thereto for the year ended May 31, 1997. NOTE B - INVENTORIES Inventories consist of the following: May 31, August 29, 1997 1997 ----------- ----------- Raw Materials $ 3,029,000 $ 2,727,000 Work in Process 1,697,000 1,982,000 Finished Products 5,609,000 6,069,000 ----------- ----------- $10,335,000 $10,778,000 =========== =========== NOTE C - CHANGE IN ACCOUNTING PERIODS Effective June 1, 1997, the Company changed its accounting period for financial statement purposes from a calendar year to a 52/53 week fiscal year. Beginning with fiscal year 1998, the Company's fiscal year will end on the Friday closest to May 31. Interim fiscal quarters end on the Friday closest to the calendar end of August, November and February of each year. This change will not have a significant impact on the consolidated financial results or financial position of the Company. NOTE D - EARNINGS PER SHARE In December 1997, the Company is required to adopt Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share. SFAS No. 128 requires the Company to disclose a basic and diluted earnings per share calculation. Basic earnings per share (EPS) exclude common stock equivalents, while diluted EPS calculations generally include the effect of these common stock equivalents. 7 8 PART I. FINANCIAL INFORMATION HASKEL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE D - EARNINGS PER SHARE (CONTINUED) The Company will adopt the provisions of SFAS No. 128 in the third quarter of fiscal year 1998. EPS amounts calculated under SFAS No. 128 would be as follows: Three Months Ended August 31, August 29, 1996 1997 --------- --------- Earnings Per Share: Continuing Operations: Basic $ 0.22 $ 0.23 Fully Diluted $ 0.21 $ 0.22 Discontinued Operations: Basic $ (0.06) Fully Diluted $ (0.06) Net Income: Basic $ 0.16 $ 0.23 Fully Diluted $ 0.15 $ 0.22 NOTE E - DISCONTINUED OPERATIONS In fiscal year 1997, the Company decided to sell or discontinue its electronic products distribution business. Accordingly, the electronic products business has been treated as a discontinued segment, and the prior financial results have been restated to segregate the effect of these operations. Since the expected market value of the net assets of the business was equal to the expected costs to dispose of the business, there are no net assets held for sale of the business shown in the consolidated balance sheet. The loss from discontinued operations reflected in the accompanying consolidated statements of operations for the three months ended August 31, 1996 are net of the related income tax benefit of $174,000. Sales from these operations for this same period were $1,073,000. The operating results for the discontinued operations for the three months ended August 29, 1997 approximated amounts estimated and reserved for in the loss on disposal of the segment recorded in fiscal year 1997. In September 1997, the Company sold its electronic products business for its approximate net asset value. The Company has not yet determined the final impact the sale will have on its financial statements; however, management believes that provisions made in fiscal year 1997 on the loss on disposal of the business remain appropriate and no material effect on the financial statements is anticipated. 8 9 HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report may contain forward-looking statements that involve risks and uncertainties. The Company's actual results and timing of certain events could differ materially from those discussed in any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the integration of acquired operations, management of growth and other factors. DISCONTINUED OPERATIONS In fiscal year 1997, the Company decided to sell or discontinue its electronic products distribution business. Accordingly, the electronic products business has been treated as a discontinued segment, and the prior financial results have been restated to segregate the effect of these operations. The loss from discontinued operations for the three months ended August 31, 1996 was $300,000 which included $240,000 in restructuring costs. The operating results for the discontinued operations for the three months ended August 29, 1997 were previously provided for in the Company's reserve for loss on disposal of the segment in fiscal year 1997. RESULTS OF CONTINUING OPERATIONS Sales for the quarter ended August 29, 1997 increased $303,000, or 2.5%, to $12,518,000, as compared with sales of $12,215,000 for the same period in the prior year. The increased sales are the result of expanded marketing efforts on a worldwide basis, especially within the Southeast Asian region, partially offset by a sales decline of approximately $450,000 resulting from the Company's decision to eliminate the distribution of third party products in the Western United States. Gross profit for the quarter ended August 29, 1997 increased $391,000 to $5,971,000, or 47.7 % of sales, as compared with gross profit of $5,580,000, or 45.7% of sales, for the same period in fiscal year 1997. The gross profit as a percentage of sales for the three months ended August 31, 1997 increased compared to the prior year principally as a result of the elimination of lower-margin third party product sales and from improved manufacturing processes and lower material costs. Selling, general and administrative, and engineering ("operating") expenses increased $253,000 to $4,166,000, or 33.3% of sales, for the quarter ended August 29, 1997 as compared to $3,913,000, or 32.0% of sales, for the comparable period in fiscal year 1997. Approximately $220,000 of the increase is attributable to activities of businesses acquired and new offices established. The remaining increase in operating costs is the result of increased expenses to support the Company's growth. 9 10 HASKEL INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ( CONTINUED) Income from continuing operations for the quarter ended August 29, 1997 increased $93,000 or 9.1% to $1,115,000 (8.9% of sales) as compared with $1,022,000 (8.4% of sales) for the comparable prior period. The increase in income from continuing operations is due to the increase in sales levels and improvement in gross margins as discussed above. LIQUIDITY AND SOURCES OF CAPITAL For the quarter ended August 29, 1997, net cash provided by operating activities included $264,000 from continuing operations as compared to $668,000 for the same period in the prior year. The decrease in cash provided by operating activities was principally due to the payment of accrued liabilities in the first quarter of fiscal year 1998. Net cash of $160,000 was used in discontinued operations in the first quarter of fiscal year 1997 as compared to net cash provided by discontinued operations of $210,000 in the prior year. During the quarter ended August 29, 1997, cash used for investing activities consisted of capital expenditures. During the quarter ended August 31, 1996, cash used in investing activities consisted primarily of capital expenditures and cash used to purchase a new subsidiary. Cash used in financing activities for the quarters ended August 29, 1997 and August 31, 1996 consisted principally of payments on long-term debt and dividends paid to shareholders. To insure the availability of funds to meet its various needs, the Company has a comprehensive credit facility with its bank. The credit facility includes a $5,000,000 revolving line of credit; a $4,000,000 acquisition line of credit available for use in making acquisitions or capital expenditures; and a $3,000,000 term loan. At August 29, 1997, the Company had no outstanding balances under the revolving credit or acquisition lines. As of August 29, 1997, the balance of the term debt was $1,761,000, which bears interest at the LIBOR rate plus 1-3/4 % (7.5625% at August 29, 1997.) As of August 29, 1997, the Company had $7,125,000 in cash and cash equivalents, and working capital of $24,033,000, with a ratio of current assets to current liabilities of approximately 4.2 : 1. This compares with cash and cash equivalents of $8,490,000, and working capital of $24,095,000, with a ratio of current assets to current liabilities of 3.7 : 1 as of May 31, 1997. The Company believes it has adequate resources to achieve its operating goals for at least the next 12 month period. 10 11 HASKEL INTERNATIONAL, INC. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K): 10.26 Sixth Amendment dated as of September 15, 1997 to Loan Agreement between the Company and Union Bank. 11.1 Statement Re: Computation of Earnings Per Share 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the fiscal quarter covered by this report on Form 10-Q. 11 12 HASKEL INTERNATIONAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HASKEL INTERNATIONAL, INC. (REGISTRANT) DATE 10-10-97 ----------------------------- ------------------------------------ R. Malcolm Greaves President & Chief Executive Officer DATE 10-10-97 ----------------------------- ------------------------------------ Lonnie D. Schnell Chief Financial Officer 12