SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the Quarter Ended April 1, 2000 Commission File Number 0-5971
WOODHEAD INDUSTRIES, INC.
- --------------------------------------------------------------------------------
DELAWARE 36-1982580
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
THREE PARKWAY NORTH, SUITE 550, DEERFIELD, IL. 60015
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (847) 236-9300
- --------------------------------------------------------------------------------
(Former name, former address or former fiscal year, if changes since last
reports)
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 Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes _X_ No ___
On April 29, 2000 there were 11,347,700 shares of the Registrant's common stock
outstanding.
<PAGE>
PART I
ITEM 1 - FINANCIAL INFORMATION
WOODHEAD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
As of April 1, 2000 and October 2, 1999
(Amounts in Thousands)
<TABLE>
<CAPTION>
ASSETS
Unaudited
----------
CURRENT ASSETS 4/1/00 10/2/99
---------- ----------
<S> <C> <C>
Cash and short-term securities $ 1,139 $ 1,425
Accounts receivable 34,270 29,276
Refundable income taxes 674 1,109
Inventories (Note 3) 24,398 24,099
Deferred taxes and other prepaid expenses 7,365 7,171
---------- ----------
Total current assets $ 67,846 $ 63,080
---------- ----------
DEFERRED INCOME TAXES AND OTHER ASSETS $ 6,977 $ 3,315
---------- ----------
PROPERTY, PLANT & EQUIPMENT, at cost $ 122,113 $ 121,281
Less: Accumulated depreciation (60,047) (56,836)
---------- ----------
Net property, plant and equipment $ 62,066 $ 64,445
---------- ----------
GOODWILL $ 23,606 $ 26,801
---------- ----------
TOTAL ASSETS $ 160,495 $ 157,641
========== ==========
LIABILITIES & STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES
Notes payable $ -- $ 125
Accounts payable 8,205 8,564
Accrued expenses 15,578 14,524
Income taxes payable 664 1,580
Short-term debt 2,800 --
Portion of long-term debt payable within one year -- --
---------- ----------
Total current liabilities $ 27,247 $ 24,793
---------- ----------
OTHER LIABILITIES $ 3,050 $ 3,274
---------- ----------
LONG-TERM DEBT $ 45,000 $ 47,120
---------- ----------
STOCKHOLDERS' INVESTMENT: (Note 5)
Common stock at par $ 11,344 $ 11,237
Additional paid-in capital 11,687 11,230
Deferred stock compensation (280) (315)
Accumulated other comprehensive income (4,132) (2,117)
Retained earnings 66,579 62,419
---------- ----------
Total stockholders' investment $ 85,198 $ 82,454
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' INVESTMENT $ 160,495 $ 157,641
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
WOODHEAD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
4/1/00 4/3/99 4/1/00 4/3/99
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 51,319 $ 44,468 $ 94,631 $ 83,304
COST OF SALES 28,921 24,985 53,788 47,341
--------- --------- --------- ---------
GROSS PROFIT $ 22,398 $ 19,483 $ 40,843 $ 35,963
% of Net Sales 43.6% 43.8% 43.2% 43.2%
OPERATING EXPENSES 15,653 13,569 29,076 25,694
--------- --------- --------- ---------
INCOME FROM OPERATIONS $ 6,745 $ 5,914 $ 11,767 $ 10,269
OTHER EXPENSES (INCOME)
INTEREST EXPENSE $ 709 $ 833 $ 1,517 $ 1,707
OTHER (INCOME) EXPENSES, NET 329 26 354 (371)
--------- --------- --------- ---------
NET OTHER EXPENSES $ 1,038 $ 859 $ 1,871 $ 1,336
--------- --------- --------- ---------
INCOME BEFORE INCOME
TAXES $ 5,707 $ 5,055 $ 9,896 $ 8,933
PROVISION FOR INCOME TAXES 2,170 2,141 3,700 3,666
--------- --------- --------- ---------
NET INCOME $ 3,537 $ 2,914 $ 6,196 $ 5,267
========= ========= ========= =========
EARNINGS PER SHARE (Note 4)
BASIC $ 0.31 $ 0.26 $ 0.55 $ 0.48
========= ========= ========= =========
DILUTED $ 0.30 $ 0.26 $ 0.53 $ 0.46
========= ========= ========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
BASIC 11,324 11,090 11,307 11,066
========= ========= ========= =========
DILUTED 11,760 11,383 11,743 11,371
========= ========= ========= =========
DIVIDENDS PER SHARE $ 0.09 $ 0.09 $ 0.18 $ 0.18
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
WOODHEAD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands; unaudited)
<TABLE>
<CAPTION>
Six Months Ended
---------------------
4/1/00 4/3/99
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income for the period $ 6,196 $ 5,267
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 5,269 5,231
Change in Assets and Liabilities:
(Increases) Decreases in:
Accounts receivable (6,014) (3,574)
Inventories (934) (1,376)
Prepaid expenses (266) (336)
Deferred income taxes and other assets 829 (464)
Increases (Decreases) in:
Accounts payable (61) (907)
Accrued expenses 1,308 (2,767)
Income taxes payable (879) 2,383
Other liabilities 136 --
-------- --------
Net cash flows from operating activities $ 5,584 $ 3,457
-------- --------
Cash Flows from Investing Activities:
Purchases of property, plant & equipment $ (3,672) $ (4,522)
Retirements or sales of property, plant and equipment 752 3
Purchase of equity securities (1,925) --
-------- --------
Net cash used for investing activities $ (4,845) $ (4,519)
-------- --------
Cash Flows from Financing Activities:
Increase in short-term debt $ 2,677 $ --
Increase (decrease) in long-term debt (2,659) 2,321
Sales of stock 598 525
Dividend payments (2,036) (1,991)
-------- --------
Net cash (used for) provided by financing activities $ (1,420) $ 855
-------- --------
Effect of Exchange Rates $ 395 $ 1,071
-------- --------
Net Increase (Decrease) in Cash & Short-Term Securities $ (286) $ 864
======== ========
Cash and short-term securities at beginning of period $ 1,425 $ 2,923
Cash and short-term securities at end of period $ 1,139 $ 3,787
Supplemental disclosures of cash flow information:
- --------------------------------------------------
Cash paid during the period for:
Interest $ 1,620 $ 1,842
Income taxes $ 4,228 $ 1,698
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
WOODHEAD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands; unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ---------------------
4/1/00 4/3/99 4/1/00 4/3/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income $ 3,537 $ 2,914 $ 6,196 $ 5,267
Other comprehensive income:
Accumulated foreign currency translation
adjustment, before tax (1,121) (1,267) (2,015) (1,585)
Income tax (expense) benefit related to
other comprehensive income -- -- -- --
-------- -------- -------- --------
Comprehensive Income, net of tax $ 2,416 $ 1,647 $ 4,181 $ 3,682
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
WOODHEAD INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 1, 2000
(Unaudited)
(1) The Consolidated Balance Sheets at April 1, 2000, and October 2, 1999,
and the Condensed Consolidated Statements of Income and the
Consolidated Statements of Cash Flows and Comprehensive Income for the
periods ended April 1, 2000, and April 3, 1999, reflect, in the opinion
of the Company, all adjustments necessary to present fairly the
financial position for such periods. All such adjustments were of a
normal recurring nature. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to SEC rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's latest Annual
Report on Form 10-K.
(2) The results of operations for the 3 and 6 month periods ended April 1,
2000 are not necessarily indicative of the results to be expected for
the full year.
(3) The breakdown of raw materials and work-in-process and finished goods
inventories at April 1, 2000, and October 2, 1999, is as follows:
(in thousands)
4/1/00 10/2/99
------- -------
Raw materials $15,024 $14,801
Work-in-process and finished goods 13,869 13,663
------- -------
Inventories before LIFO reserve 28,893 28,464
Less: Reserve to reduce to LIFO (4,495) (4,365)
------- -------
Inventories, net $24,398 $24,099
======= =======
(4) Earnings per share are based upon the weighted average number of common
shares outstanding for the basic calculation (11,324,000 and 11,307,000
for the quarter and six months ended April 1, 2000, respectively, and
11,090,000 and 11,066,000 for the quarter and six months ended April 3,
1999, respectively) and the weighted average number of common shares
outstanding plus dilutive common stock options for the diluted
calculation (11,760,000 and 11,743,000 for the quarter and six months
ended April 1, 2000, respectively, and 11,383,000 and 11,371,000 for
the quarter and six months ended April 3, 1999, respectively).
(5) Authorized stock is 40,000,000 shares consisting of 10,000,000 shares
of preferred stock, par value $.01 per share, and 30,000,000 shares of
common stock, par value $l.00 per share. No shares of preferred stock
have been issued. Common shares outstanding at April 1, 2000 and
October 2, 1999 were 11,344,000 and 11,237,000, respectively.
-6-
<PAGE>
(6) Certain amounts in the prior period financial statements have been
reclassified to conform with the current period presentation.
(7) Segment and geographic data
a) Three months
NET SALES INCOME FROM
--------- -----------
OPERATIONS
----------
Three Months Ended Three Months Ended
------------------ ------------------
4/1/00 4/3/99 4/1/00 4/3/99
--------- --------- --------- ---------
Industrial Communications
and Connectivity Products $ 32,834 $ 26,293 $ 4,385 $ 2,873
Electrical Safety &
Specialty Products 18,485 18,175 3,407 3,203
Corporate and other (1,047) (162)
--------- --------- --------- ---------
Total $ 51,319 $ 44,468 $ 6,745 $ 5,914
--------- --------- --------- ---------
TOTAL ASSETS DEPRECIATION AND
------------ ----------------
AMORTIZATION
------------
Three Months Ended
------------------
4/1/00 10/2/99 4/1/00 4/3/99
--------- --------- --------- ---------
Industrial Communications
and Connectivity Products $ 121,792 $ 120,972 $ 1,901 $ 1,628
Electrical Safety &
Specialty Products 37,563 34,431 694 952
Corporate and other 1,140 2,238 54 33
--------- --------- --------- ---------
Total $ 160,495 $ 157,641 $ 2,649 $ 2,613
--------- --------- --------- ---------
Three Months Ended
------------------
Reconciliation of Income from Operations to Net Income 4/1/00 4/3/99
- ------------------------------------------------------ --------- ---------
Income from operations $ 6,745 $ 5,914
Less: Interest expense, net (709) (833)
Other expense, net (329) (26)
Income taxes (2,170) (2,141)
--------- ---------
Net Income $ 3,537 $ 2,914
--------- ---------
Geographic Data
NET SALES TOTAL ASSETS
--------- ------------
Three Months Ended
------------------
4/1/00 4/3/99 4/1/00 10/2/99
--------- --------- --------- ---------
United States $ 31,792 $ 25,963 $ 65,834 $ 58,447
Canada 6,689 5,613 38,829 39,140
Italy 32,031 34,888
All other countries 12,838 12,892 23,801 25,166
--------- --------- --------- ---------
Total $ 51,319 $ 44,468 $ 160,495 $ 157,641
--------- --------- --------- ---------
-7-
<PAGE>
b) Six months
NET SALES INCOME FROM
--------- -----------
OPERATIONS
----------
Six Months Ended Six Months Ended
---------------- ----------------
4/1/00 4/3/99 4/1/00 4/3/99
--------- --------- --------- ---------
Industrial Communications
and Connectivity Products $ 60,216 $ 49,256 $ 7,294 $ 4,787
Electrical Safety &
Specialty Products 34,415 34,048 6,026 5,815
Corporate and other (1,553) (333)
--------- --------- --------- ---------
Total $ 94,631 $ 83,304 $ 11,767 $ 10,269
--------- --------- --------- ---------
TOTAL ASSETS DEPRECIATION AND
------------ ----------------
AMORTIZATION
------------
Six Months Ended
----------------
4/1/00 10/2/99 4/1/00 4/3/99
--------- --------- --------- ---------
Industrial Communications
and Connectivity Products $ 121,792 $ 120,972 $ 3,808 $ 3,249
Electrical Safety &
Specialty Products 37,563 34,431 1,364 1,919
Corporate and other 1,140 2,238 97 63
--------- --------- --------- ---------
Total $ 160,495 $ 157,641 $ 5,269 $ 5,231
--------- --------- --------- ---------
Six Months Ended
----------------
Reconciliation of Income from Operations to Net Income 4/1/00 4/3/99
- ------------------------------------------------------ --------- ---------
Income from Operations $ 11,767 $ 10,269
Less: Interest expense, net (1,517) (1,707)
Other (expense) income , net (354) 371
Income taxes (3,700) (3,666)
--------- ---------
Net Income $ 6,196 $ 5,267
--------- ---------
Geographic Data
NET SALES TOTAL ASSETS
--------- ------------
Six Months Ended
----------------
4/1/00 4/3/99 4/1/00 10/2/99
--------- --------- --------- ---------
United States $ 57,475 $ 48,392 $ 65,834 $ 58,447
Canada 12,585 10,169 38,829 39,140
Italy 32,031 34,888
All other countries 24,571 24,743 23,801 25,166
--------- --------- --------- ---------
Total $ 94,631 $ 83,304 $ 160,495 $ 157,641
--------- --------- --------- ---------
-8-
<PAGE>
PART I
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL POSITION
SECOND QUARTER 2000 RESULTS COMPARED WITH SECOND QUARTER 1999.
Sales for the second quarter rose 15 percent to $51.3 million from
$44.5 million reported for the same period of fiscal 1999. The continued
effectiveness of the Company's connectivity growth strategy was clearly
demonstrated in a 25 percent increase in global sales of the Industrial
Communications and Connectivity Products segment of our business to $32.8
million. Sales of this segment represented 64 percent of total sales, compared
with 59 percent in the same quarter last year. Sales of connectivity products
rose 40 percent in North America, reflecting ongoing strength in major capital
investment in the automotive, machine tool, and material-handling industries
served by our OEM customers. Sales of the Company's Electrical Safety &
Specialty Products segment grew 5 percent in North America, but declined in
Europe where the economic climate for infrastructure development was less
favorable. The backlog at the end of the quarter was $17.3 million compared with
$12.4 million at the end of last fiscal year, and $13.8 million reported a year
ago.
Gross profit for the quarter increased by 15 percent to $22.4 million
from $19.5 million for the second quarter of fiscal 1999. Gross profit margins
decreased slightly to 43.6 percent of net sales from 43.8 percent last year.
Operating expenses increased by 15.4 percent to $15.7 million from
$13.6 million; as a percentage of net sales operating expenses were 30.5 percent
during both comparative periods.
Income from operations for the Industrial Communications and
Connectivity Products segment rose 53 percent to $4.4 million as a result of the
increase in sales and good operating controls. Income from operations for our
Electrical Safety & Specialty Products segment was up 6 percent at $3.4 million.
Although interest expense decreased compared with the second quarter of
last year, total other expenses increased due to the absence of an insurance
recovery in the second quarter of last year and the negative impact this year of
foreign exchange.
Net income was $3.5 million, a 21 percent increase over the $2.9
million reported for the same period last year. Diluted earnings per share were
$0.30 compared with $0.26 in the second quarter of last year.
FINANCIAL POSITION
Working capital increased by $0.8 million during the quarter ended
April 1, 2000. The current ratio of 2.5 to 1 for the quarter is the same as at
the end of last year. Long-term debt decreased to $45.0 million from $47.l
million at year-end resulting in a debt to total capitalization (short and
long-term debt plus equity) ratio of 35.9 percent, down from 36.4 percent at
year-end. Return on assets increased to 7.4 percent from 2.2 percent, and return
on equity increased to 14.6 percent from 4.1 percent for the comparable
4-quarter periods ending April 1, 2000, and April 3, 1999, respectively. The
increases in return on assets and return on equity were primarily due to the
absence of certain charges, which were included in the calculations for the
4-quarter period ending April 3, 1999. Other assets increased due to the
investment in Symphony Systems, and an unrealized foreign exchange gain related
to the Lire swap. The company is in compliance with all of its debt covenants.
Cash flows from operating activities increased by 60% to $5.6 million for the 6
months ending April 1, 2000. The effective tax rate for the second quarter
declined to 38% from 42% last year due to a lower effective foreign tax rate and
higher R & D tax credits. Looking forward, internal cash flow is expected to be
more than adequate to fund operating requirements in 2000,
-9-
<PAGE>
and significant borrowing is available, should the need arise.
OTHER
The Company is party to an environmental matter, which obligates it to
investigate, remediate or mitigate the effects on the environment of the release
of certain substances at one of the Company's facilities. For additional
information concerning the environmental matter, see "Part II Item 1. Legal
proceedings".
FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve numerous assumptions, known and
unknown risks, uncertainties and other factors, which may cause actual and
future performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include: achieving sales levels to
fulfill revenue expectations; the absence of presently unexpected costs or
charges, certain of which may be outside the control of the Company; general
economic and business conditions; competition; and other factors described in
the Company's SEC filings.
PART I
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company, as a result of its global operating activities, is exposed
to changes in foreign currency exchange rates which may adversely affect its
results of operations and financial condition. In seeking to minimize the risks
and/or costs associated with such activities, the Company manages exposure to
changes in foreign currency exchange rates through its regular operating
activities and, when deemed appropriate, through the use of derivative financial
instruments.
The Company uses financial instruments to selectively hedge and thereby
attempts to reduce its overall exposure to the effects of foreign currency
fluctuations. The Company does not use derivative financial instruments for
speculative purposes. The Company uses foreign currency forward and swap
contracts to hedge a portion of the currency risks of transactions denominated
in foreign currencies. Gains and losses on these foreign currency hedges are
generally offset by corresponding losses and gains on the underlying
transactions.
In 1998 the Company entered into a foreign currency swap agreement with
an AA- rated counterparty to hedge a portion of its investment in its Italian
subsidiary. Under the terms of the agreement, the Company will swap 35.52
million Lire for $20.0 million U. S. Dollars amortized over 8 years. In
addition, the contract provides for the Company to make annual interest payments
of 6.50% on the outstanding Lire balance, while receiving 7.43% on the
outstanding Dollar balance. Due to the fact that this contract is an effective
hedge of an investment in a foreign entity, any gain or loss on the contract is
recorded directly to cumulative translation adjustment in stockholders' equity.
-10-
<PAGE>
The following table indicates the values to be exchanged over the next
5 years relating to the Lire swap:
(Amounts in thousands)
Amortizing Outstanding Amortizing Outstanding
Date Amount USD Notional USD Amount ITL Notional ITL
9-30-00 $2,000 $17,000 ITL 3,552,000 ITL 30,192,000
9-30-01 3,000 14,000 5,328,000 24,864,000
9-30-02 3,000 11,000 5,328,000 19,536,000
9-30-03 3,000 8,000 5,328,000 14,208,000
9-30-04 3,000 5,000 5,328,000 8,880,000
Thereafter $5,000 $ -- ITL 8,800,000 ITL --
-11-
<PAGE>
PART II OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is subject to federal and state hazardous substance cleanup
laws that impose liability for the costs of cleaning up contamination resulting
from past spills, disposal or other releases of hazardous substances. In this
regard, the Company has incurred, and expects to incur, assessment, remediation
and related costs at one of the Company's facilities. In 1991, the Company
reported to state regulators a release at that site from an underground storage
tank ("UST"). The UST and certain contaminated soil subsequently were removed
and disposed of at an off-site disposal facility. The Company's independent
environmental consultant has been conducting an investigation of soil and
groundwater at the site with oversight by the state Department of Environmental
Quality ("DEQ"). The investigation indicates that additional soil and
groundwater at the site have been impaired by chlorinated solvents, including
tetrachloroethane and trichloroethylene, and other compounds. Also, the Company
learned that a portion of the site had been used as a disposal area by the
previous owners of the site. The Company's consultant has remediated the soils
in this area but believes that it is a major source of contamination of
groundwater, both on-site and off-site. In addition, the investigation of the
site indicates that the groundwater contaminants have migrated off-site. The
Company has implemented a groundwater remediation system for the on-site
contamination. The Company continues to monitor and analyze conditions to
determine the continued efficacy of the system. The Company also continues to
analyze remedial alternatives for the off-site groundwater contamination and is
reviewing these alternatives with the DEQ. The Company continues to investigate
the extent of other sources of contamination in addition to the removed UST and
the above-referenced disposal area, including possible evidence of past or
current releases by others in the vicinity around the Company's facilities.
The Company's consultant estimated that a minimum of approximately
$1,659,000 of investigation and remediation expenses remain to be incurred, both
on-site and off-site. The Company has a reserve for such purposes. The Company
has filed a complaint in federal district court seeking contribution from the
previous owners of the site for the cost of the investigation and remediation of
the site. Also, the Company is evaluating similar claims against various
insurers. The consultant's cost estimate was based on a review of currently
available data and assumptions concerning the extent of contamination,
geological conditions, and the costs and effectiveness of certain treatment
technologies. The cost estimate continues to be subject to substantial
uncertainty because of the extent of the contamination area, the variety and
nature of geological conditions throughout the contamination area, changes in
remediation technology, and ongoing DEQ feedback. The Company is continuing to
monitor the conditions at the site and will adjust its reserve if necessary. The
Company may incur significant additional assessment, remediation and related
costs at the site, and such costs could materially and adversely affect the
Company's consolidated net income for the period in which such costs are
incurred. At this time, the Company, however, cannot estimate the time or
potential magnitude of such costs, if any.
-12-
<PAGE>
PART II OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on January 28, 2000. During
the meeting the following matters were voted upon with the total number of
shares voted as follows:
Votes Cast For Votes Withheld
-------------- --------------
Election of nominees to Board of Directors
Charles W. Denny 10,138,006 65,348
C. Mark DeWinter 10,137,324 66,030
Ann F. Hackett 9,323,130 880,224
Philippe Lemaitre 10,136,706 66,648
Eugene P. Nesbeda 8,513,477 1,689,877
Votes Cast For Votes Against Votes Abstained
-------------- ------------- ---------------
Approval of the 1999
Stock Awards Plan 8,008,841 1,565,346 629,167
Ratification of appointment of
Arthur Andersen LLP as the
Company's independent
public accountants 10,153,503 23,266 26,585
The number of broker non-votes for each matter voted above was 0.
-13-
<PAGE>
PART II OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
PART I EXHIBITS
(11) Computation of earnings per share
(27) Financial data schedule (Electronic filings only)
-14-
<PAGE>
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.
WOODHEAD INDUSTRIES, INC.
/s/ Robert G. Jennings 5-11-00
------------------------------------ ------------
Robert G. Jennings Date
Vice President - Finance
(Chief Financial Officer)
/s/ Joseph P. Nogal 5-11-00
------------------------------------ ------------
Joseph P. Nogal Date
Vice President, Treasurer/Controller
(Chief Accounting Officer)
-15-
EXHIBIT 11
WOODHEAD INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
(Amounts in thousands, except per share data; unaudited)
Three Months Ended Three Months Ended
4/1/00 4/3/99
--------------------- ---------------------
Basic Diluted Basic Diluted
-------- -------- -------- --------
Net Income $ 3,537 $ 3,537 $ 2,914 $ 2,914
======== ======== ======== ========
Weighted average
common shares 11,324 11,324 11,090 11,090
Dilutive common
stock options -- 436 -- 293
-------- -------- -------- --------
Weighted average
common shares plus
dilutive common stock
options 11,324 11,760 11,090 11,383
======== ======== ======== ========
Earnings per share $ 0.31 $ 0.30 $ 0.26 $ 0.26
======== ======== ======== ========
Six Months Ended Six Months Ended
4/1/00 4/3/99
--------------------- ---------------------
Basic Diluted Basic Diluted
-------- -------- -------- --------
Net Income $ 6,196 $ 6,196 $ 5,267 $ 5,267
======== ======== ======== ========
Weighted average
common shares 11,307 11,307 11,066 11,066
Dilutive common
stock options -- 436 -- 305
-------- -------- -------- --------
Weighted average
common shares plus
dilutive common stock
options 11,307 11,743 11,066 11,371
======== ======== ======== ========
Earnings per share $ 0.55 $ 0.53 $ 0,48 $ 0.46
======== ======== ======== ========
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND ON PAGES
2 AND 3 OF THE COMPANY'S FORM 10Q FOR THE YEAR TO DATE AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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0
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</TABLE>
