SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 15, 1998
Date of report (Date of earliest event reported)
BINKS SAMES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-1416 36-0808480
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS 60131
(Address of Principal Executive Office) (Zip Code)
847/671-3000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
See attached press release issued by Binks Sames Corporation on April
13, 1998 (the "Press Release"). The information set forth in the Press Release
is incorporated herein by reference. The Press Release includes "safe harbor"
language, pursuant to the Private Securities Litigation Reform Act of 1995,
indicating that certain statements about the Registrant's business contained in
the Press Release are "forward-looking" rather than "historical."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated April 13, 1998.
2
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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, hereunto duly authorized.
BINKS SAMES CORPORATION
(Registrant)
Date: April 15, 1998 By: /s/Doran J. Unschuld
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Doran J. Unschuld
President and Chief Executive Officer
3
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated April 13, 1998.
4
EXHIBIT 99.1
Contact: Dr. Donald G. Meyer
Chairman of the Board
Binks Sames Corporation
(847) 671-3000 or
Ronald G. Bottrell
DNW Communications
(312) 467-0760
FOR IMMEDIATE RELEASE
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BINKS SAMES CORPORATION ANNOUNCES
FIRST QUARTER RESULTS
FRANKLIN PARK, IL, April 13, 1998 - Binks Sames Corporation (AMEX:BIN) today
announced its operating results for the first quarter of fiscal 1998 ended
February 28, 1998. The Company reported a net loss of $3.7 million, or $1.23 per
share, compared to earnings during the first quarter of fiscal 1997 of $142
thousand, or $.05 per share. Sales of $59.9 million in the first quarter of
fiscal 1998 were 7 percent below the $64.6 million in the comparable period a
year ago, primarily due to a 12 percent sales decline in the Americas compared
to the prior year.
First-quarter sales in European and Pacific Rim markets of $41.2
million were 1 percent above the comparable period a year ago and would have
grown by 9 percent if prevailing fiscal 1997 currency translation rates had
remained in effect during the first quarter of fiscal 1998.
Dr. Donald G. Meyer, Chairman of the Board, said the effect of the
Company's restructuring initiatives during fiscal 1996 and fiscal 1997 continued
to impact operating results in the first quarter. "The sales decline in the
first quarter is largely attributable to the discontinuation of numerous
slow-moving and unprofitable product lines, as well as continuing logistical
issues associated with start-up inefficiencies of new and expanded manufacturing
facilities in North America."
The backlog of open orders at February 28, 1998 was approximately $46
million, down substantially from the backlog level of $55 million at November
30, 1997. Much of the decrease is attributed to recent improvements at the
Company's Longmont, Colorado manufacturing and distribution facility.
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Binks Sames/2
"The restructuring and redirection of Binks Sames Corporation, which
began in fiscal 1996, was necessary for the Company to improve product and
service offerings to our customers around the world," Dr. Meyer said. "In
addition, it positions us to fully utilize our recognized strengths in
electrostatic products, high-quality spray equipment and engineered solutions.
Although the effect of this dramatic redirection is continuing to affect
operating results, as expected, we are encouraged by the productivity increases
recently experienced by our North American manufacturing facilities and our
continued sales growth in Europe and the Pacific Rim."
Binks Sames Corporation is a leading designer, manufacturer and
distributor of spray finishing and coating application equipment.
# # #
(Statements regarding the Company's improving operations and sales
growth constitute "forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that expectations reflected in such forward-looking statements will
prove to be correct. Important factors that could cause actual results to differ
materially from the Company's expectations include, without limitation, the
Company's actual productivity increases, backlog reduction and product demand,
and general market conditions. No assurance can be given that the
forward-looking statements will prove to be accurate.)
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Binks Sames/3
Binks Sames Corporation and Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended February 28, 1998 and February 28, 1997
----------------------------------------------------------
(Unaudited)
FOR THE THREE
MONTHS ENDED
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FEBRUARY 28, FEBRUARY 28,
1998 1997
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($000 omitted)
Net sales...................................... $ 59,864 $ 64,591
Cost of goods sold............................. 44,967 45,968
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Gross profit.............................. 14,897 18,623
Selling, general and administrative expenses... 17,134 17,522
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Operating income (loss)................... (2,237) 1,101
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Other expense (income):
Interest expense.......................... 1,615 1,074
Other expense (income), net............... (89) (130)
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1,526 944
Earnings (loss) before income taxes....... (3,763) 157
Income tax expense (benefit)................... (104) 15
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Net earnings (loss)............................ $ (3,659) $ 142
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Basic and diluted earnings (loss) per share.... $ (1.23) $ .05
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Average diluted shares outstanding............. 2,963,837 3,121,627
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