1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 ---------------------------------------- [ ] 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 0-17575 ------------ CHEMPOWER, INC. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 34-1481970 ------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 807 EAST TURKEYFOOT LAKE ROAD, AKRON, OHIO 44319 -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 896-4202 --------------------- NOT APPLICABLE -------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class Outstanding May 1, 1996 -------------------------------- ------------------------------------ Common Stock, $.10 Par Value 7,565,113 shares 2 CHEMPOWER, INC. INDEX PART I. FINANCIAL INFORMATION Page Number ----------------------------- ----------- Item 1. Financial Statements Condensed balance sheets--March 31, 1996 and December 31, 1995......................... 3 Condensed statements of income--Three months ended March 31, 1996 and 1995. 4 Condensed statements of cash flows--three months ended March 31, 1996 and 1995...... 5 Notes to condensed financial statements-- March 31, 1996............................ 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of operations.................................... 8-9 PART II. OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K.............. 10 SIGNATURES................................................ 11 3 PART I. FINANCIAL INFORMATION - ----------------------------- CHEMPOWER, INC. CONDENSED BALANCE SHEETS March 31 December 31 1996 1995 ------------ ------------ (Unaudited) ASSETS (Dollars in thousands) CURRENT ASSETS Cash and cash equivalents $ 12,745 $ 11,603 Marketable securities 2,561 1,084 Trade receivables, less allowances 15,549 22,022 Contracts in progress 4,743 4,608 Inventories 4,509 4,058 Other current assets 1,378 385 ------------ ------------ TOTAL CURRENT ASSETS 41,485 43,760 PROPERTY, PLANT &.EQUIPMENT, at cost 14,247 13,638 Less: accumulated depreciation 7,092 6,773 ------------ ------------ NET PROPERTY, PLANT & EQUIPMENT 7,155 6,865 INTANGIBLE ASSETS 614 623 OTHER ASSETS 3,281 3,322 ------------ ------------ $ 52,535 $ 54,570 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Trade payables $ 4,687 $ 4,688 Contracts in progress 1,173 1,465 Payroll related accruals 6,619 7,740 Other current liabilities 2,040 2,726 ------------ ------------ TOTAL CURRENT LIABILITIES 14,519 16,619 DEFERRED CREDIT, EXCESS OF ACQUIRED INTEREST OVER COST 853 986 SHAREHOLDERS' EQUITY Common stock--par value $.IO per share: Authorized--15,000,000 shares Issued--7,756,121 shares at March 31 and December 31 776 776 Additional paid-in capital 20,334 20,334 Retained earnings 16,663 16,465 Treasury stock, at cost, 191,008 shares at March 31 and December 31 (610) (610) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 37,163 36,965 ------------ ------------ $ 52,535 $ 54,570 ============ ============ <FN> See Notes To Condensed Financial Statements - 3 - 4 CHEMPOWER, INC. CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31 -------------------- 1996 1995 -------- -------- (Dollars in thousands, except share data) Revenues......................... $ 16,990 $ 19,039 Cost of revenues................. 14,735 16,688 -------- -------- Gross profit................ 2,255 2,351 Selling, general and adminis- trative expenses............... 2,186 2,084 -------- -------- Operating income............ 69 267 Financial income................. 128 136 -------- -------- Income before taxes......... 197 403 Income taxes..................... (1) 141 -------- -------- Net income.................. $ 198 $ 262 ======== ======== Net income per Common Share...... $.03 $.04 ======== ======== Weighted average number of shares outstanding.......... 7,643,152 7,378,986 ========= ========= <FN> See Notes to Condensed Financial Statements - 4 - 5 CHEMPOWER, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31 ---------------------- 1996 1995 --------- --------- (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES............................ $ 1,751 $ 2,618 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment................. (609) (204) --------- --------- Net cash used for investing activities.............. (609) (204) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock................................ -- (200) --------- --------- Net cash used for financing activities............. -- (200) --------- --------- Net increase in cash and cash equivalents.......... 1,142 2,214 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............... 11,603 11,864 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................... $ 12,745 $ 14,078 ========= ========= SUPPLEMENTAL CASH FLOW DISCLOSURE Income taxes paid (net of refunds)........................ $ 705 $ 93 ========= ========= <FN> See Notes To Condensed Financial Statements - 5 - 6 CHEMPOWER, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1996 NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed 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, the financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Operating results for the three month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the entire year of 1996. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report and Form 10-K as of December 31, 1995. NOTE B--ACQUISITION On May 3, 1995, the Company through its wholly-owned subsidiaries, Southwick Corp. and Brookfield Corp., purchased all of the issued and outstanding partnership units of Controlled Power Limited Partnership ("CPC"). CPC is in the business of designing, manufacturing and selling electrical metalclad switchgear, power distribution systems, bus duct systems and replacement parts for mass transit authorities, utilities, and chemical and other industrial facilities throughout the country. Through the purchase of the partnership units, the subsidiaries took control of CPC's inventory, accounts receivable, patents, real estate, plant and equipment. Pursuant to the terms of the Purchase Agreement, the subsidiaries made a cash payment of $4,900,000 at closing. Pro forma consolidated information assuming ownership of CPC as of January 1, 1995 is as follows: Three Months Ended March 31 1996 1995 ------- ------- (Dollars in thousands, except per share data) Revenues................. $16,990 $25,435 Net Income (Loss)........ 198 (1,575) Net Income (Loss) per Common Share...... $ .03 $ (.21) The pro forma information does not purport to be indicative of results which would actually have been obtained if the combination had been in effect for the periods indicated or which may be obtained in the future. - 6 - 7 CHEMPOWER, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued) March 31, 1996 NOTE C--CONTRACTS IN PROGRESS Comparative information for fixed-price contracts in progress at March 31, 1996 and December 31, 1995 is as follows: March 31 December 31 1996 1995 --------------- ------------- (Dollars in thousands) Costs incurred on uncompleted contracts.................. $ 61,673 $ 68,335 Estimated earnings....................... 4,066 5,906 --------------- ------------- 65,739 74,241 Less billings to date 62,169 71,098 --------------- ------------- $ 3,570 $ 3,143 =============== ============= Included in the accompanying balance sheets under contracts in progress: Costs and estimated earnings in excess of related billings on uncompleted contracts.................. $ 4,743 $ 4,608 Billings in excess of related costs and estimated earnings on uncompleted contracts and provision for estimated losses on contracts........................... (1,173) 1,465 --------------- ------------- $ 3,570 $ 3,143 =============== ============= March 31, 1996 amounts include the operations of CPC. Costs incurred on uncompleted contracts, estimated earnings, and billings to date for CPC at March 31, 1996 were $61,146, $3,928, and $61,802, respectively. NOTE D--CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents consist primarily of money market funds. NOTE E--MARKETABLE SECURITIES The Company has classified all investment securities as available-for-sale. At March 31, 1996, the fair market value of marketable securities approximated their carrying cost. NOTE F--NET INCOME PER COMMON SHARE The net income per common share amounts have been computed by dividing net income by the weighted average number of shares (common and common equivalent) outstanding. For purposes of this computation, stock options are common equivalent shares. - 7 - 8 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The discussion of Results of Operations are grouped as follows: CONSOLIDATED --- Represents consolidated data of Chempower, Inc. and subsidiaries. CONSTRUCTION SERVICES --- This category consists of Chempower, Inc., Global Power Company and its Global Erectors division, excluding Manufacturing Services. MANUFACTURING SERVICES --- This category consists of CPC and the Company's three divisions: Houston Products, Owens Precision Fabricators and Advanced Coil Industries. RESULTS OF OPERATIONS CURRENT THREE MONTHS COMPARED TO THE SAME PERIOD LAST YEAR. Revenues for the thirteen week period ended March 31, 1996 were $16,990,000 a decrease from $19,039,000 or 10.8% from 1995. This decrease was attributable to the decline in the number of projects available in the Construction Services marketplace. Selling, general and administrative expenses increased 4.9% to $2,186,000 for the first quarter of 1996 as compared to $2,084,000 during the same period of 1995. This increase was due to the added operations of CPC, which was acquired May 3, 1995. Operating income decreased in 1996 to $69,000 compared to $267,000 in 1995. This decrease was due to lower Construction Services revenues. Interest income decreased to $128,000 in 19996 from $141,000 in 1995. Net income for the first quarter of 1996 was $198,000 or $.03 per share compared to $262,000 or $.04 per share in the same period of 1995. Net income as a percent of revenues was fairly constant at 1.2% in 1996 as compared to 1.4% in 1995. Construction Services Construction Services revenues were $10,309,000 for the first quarter of 1996 as compared to $15,740,000 for the same period 1995. This decrease was attributable to the decline in the number of projects available in the marketplace. Construction Services revenues represented 60.7% of total revenues in 1996 as compared to 82.7% of total revenues in 1995. Cost of Construction Services revenues represented 90.7% of Construction Services revenues in 1996 versus 92.4% in 1995. Construction services had an operating loss of $30,000 for the first quarter of 1996, compared to $186,000 of operating income in 1995. This loss was due to a decrease in Construction Services revenues. Manufacturing Services Manufacturing Services revenues more than doubled for the first three months of 1996 to $6,681,000 as compared to $3,299,000 from the same period of 1995. This increase was primarily the result of the inclusion of operations from CPC. Cost of Manufacturing Services revenues represented 80.6% of Manufacturing Services revenues versus 64.8% in 1995. This decrease was due to the inclusion of CPC operations during the year. A majority of the products manufactured by CPC (i.e. electrical metal-clad switchgear and power distribution systems) offer a lower rate of margin as compared to other products manufactured in this segment. In addition, increased competition in the marketplace resulted in lower sales pricing by the Houston Products division. Operating income decreased to $703,000 in 1996 from $735,000 in 1995 due to the lower rates of margin as a result of the competitive and economic factors discussed above. - 8 - 9 MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) Liquidity and Capital Resources: Working capital (current assets less current liabilities) at March 31, 1996 decreased to $26,966,000 from $27,141,000 at December 31, 1995. The ratio of current assets to current liabilities was 2.9 at the end of the first quarter of 1996 compared to 2.6 at the end of 1995. The Company currently has a $10,00,000 line of credit with FirstMerit First National Bank of Ohio. As of March 31, 1996, there was no borrowing against credit facilities available to the Company. The Company's current cash, funds available under its credit facility and future cash flow from operations, should be sufficient to meet capital requirements and short-term work capital needs. Events, Transactions, and Trends: The Company is experiencing a slow-down in Construction Services. This is primarily the result of the electric utilities delaying maintenance outages as the result of the impending deregulation in the electric power industry. The limited number of projects availble in the marketplace has caused strong competition for lower profit margin work. The Company expects this slow-down to continue through 1996 and could have an adverse impact on Construction Services. The Company continues to experience increased workers' compensation costs in a number of the states in which the Company operates its Construction Services. The Company closely monitors these costs and adjusts its pricing accordingly. However, an inability to pass these increases on could have an adverse affect on the Company's Construction Services. The Company continues to look for opportunities to expand Manufacturing Services through the acquisition of additional businesses and through internal growth. - 9 - 10 PART II. OTHER INFORMATION --------------------------- Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description ------ ----------- 10.1 1991 Incentive/Non-Qualified Stock Option Plan As Amended and Restated 27.1 Financial Data Schedule (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended March 31, 1996. - 10 - 11 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. CHEMPOWER, INC. (Registrant) Date May 14, 1996 /s/ Robert E. Rohr --------------------- -------------------------------------- Robert E. Rohr Vice President of Finance and Treasurer (on behalf of the Registrant and as Principal Financial officer) - 11 - 12 EXHIBIT INDEX Pagination By Sequential Exhibit Exhibit Numbering Number Description System ------ ----------- ------ 10.1 1991 Incentive/Non-Qualified Stock Option Plan as Amended and Restated 27.1 Financial Data Schedule