<PAGE> 1
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 quarterly period ended November 30, 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 2-29697
------------
THE TRANZONIC COMPANIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0664235
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30195 Chagrin Blvd., Pepper Pike, Ohio 44124
- -------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216/831-5757
------------
Indicate by check mark whether the registrant (1) has filed all annual,
quarterly, and other reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to the filing requirements for at least the past 90 days.
Yes X No
--- ---
Number of Common Shares Outstanding at January 9, 1998 3,498,488
---------
<PAGE> 2
PART I: FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
----------------------------
THE TRANZONIC COMPANIES
Condensed Consolidated Balance Sheets
November 30, 1997 and February 28, 1997
<TABLE>
<CAPTION>
November 30, February 28,
Assets 1997 1997
------ ------------ ------------
(unaudited)
<S> <C> <C>
Current assets
Cash (including cash equivalents of $20,604,700 at
November 30, 1997 and $7,484,200 at February 28, 1997) $ 21,690,015 9,310,479
Receivables, net 14,972,666 14,554,312
Inventories
Raw materials 9,238,410 9,199,517
Finished goods 10,334,154 10,290,648
Deferred income taxes 360,956 606,434
Prepaid expenses and other current assets 1,085,805 873,143
---------- ----------
Total current assets 57,682,006 44,834,533
Property, plant and equipment, net 16,227,283 18,475,743
Other noncurrent assets 3,203,829 3,170,213
Intangible assets 5,954,179 5,907,018
---------- ----------
$ 83,067,297 72,387,507
========== ==========
</TABLE>
(Continued)
(1)
<PAGE> 3
THE TRANZONIC COMPANIES
Condensed Consolidated Balance Sheets
November 30, 1997 and February 28, 1997
<TABLE>
<CAPTION>
November 30, February 28,
Liabilities and Shareholders' Equity 1997 1997
------------------------------------ ----------- -----------
(unaudited)
<S> <C> <C>
Current liabilities
Trade accounts payable $ 6,672,176 6,920,955
Accrued compensation 2,325,139 2,827,939
Other payables and accrued expenses 4,692,174 3,917,822
----------- -----------
Total current liabilities 13,689,489 13,666,716
Deferred gain 1,632,930 1,752,630
Deferred income taxes 289,495 550,042
Other noncurrent liabilities 2,181,465 1,698,573
Shareholders' equity
Serial preferred shares without par value; authorized
200,000, no shares issued - -
Common Shares, no par value; shares at stated value,
authorized 12,000,000, issued 3,995,539 at November 30,
1997 and February 28, 1997 998,885 998,885
Additional paid-in capital 5,909,590 5,845,141
Retained earnings 62,803,214 52,573,602
----------- -----------
69,711,689 59,417,628
Less cost of shares held in treasury -
Common Shares - 497,051 at November 30, 1997 and
526,201 at February 28, 1997 4,437,771 4,698,082
----------- -----------
Total shareholders' equity 65,273,918 54,719,546
----------- -----------
$83,067,297 72,387,507
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(2)
<PAGE> 4
THE TRANZONIC COMPANIES
Condensed Consolidated Statements of Earnings
Nine- and three-month periods ended November 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30, November 30,
------------ ------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 113,811,832 105,185,367 37,487,257 35,023,605
Cost and expenses
Cost of goods sold 75,192,724 68,897,763 24,806,336 22,475,424
Selling, general, and
administrative expenses 30,175,061 28,092,005 10,382,725 9,678,633
------------- ------------- ------------- -------------
105,367,785 96,989,768 35,189,061 32,154,057
------------- ------------- ------------- -------------
Operating earnings 8,444,047 8,195,599 2,298,196 2,869,548
Gain on sale of Baxter Tube Company 6,164,567 - 6,164,567 -
Interest income 344,046 269,195 128,330 92,752
Interest expense (177,687) (33,695) (4,470) (3,224)
------------- ------------- ------------- -------------
Earnings from continuing
operations before income
taxes 14,774,973 8,431,099 8,586,623 2,959,076
Income taxes 5,319,000 3,018,000 3,141,000 1,093,000
------------- ------------- ------------- -------------
Earnings from continuing
operations 9,455,973 5,413,099 5,445,623 1,866,076
Discontinued operations 1,500,000 - - -
------------- ------------- ------------- -------------
Net earnings $ 10,955,973 5,413,099 5,445,623 1,866,076
============= ============= ============= =============
Net earnings per Common Share
From continuing operations $ 2.65 1.54 1.51 .53
From discontinued operations .42 - - -
---- ---- ---- ---
$ 3.07 1.54 1.51 .53
==== ==== ==== ===
Dividends per Common Share
(note C) $ .21 .20 .07 .07
=== === === ===
Average common and common
equivalent shares outstanding 3,568,702 3,514,185 3,613,965 3,528,469
============= ============= ============= =============
Shares outstanding at end of period 3,498,488 3,453,938 3,498,488 3,453,938
============= ============= ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(3)
<PAGE> 5
THE TRANZONIC COMPANIES
Condensed Consolidated Statements of Cash Flows
Nine-month periods ended November 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
Cash flows from operating activities
<S> <C> <C>
Net earnings $ 10,955,973 5,413,099
Adjustments to reconcile net earnings to net cash provided by
continuing operations
Gain on sale of Baxter Tube Company (6,164,567) -
Earnings from discontinued operations (1,500,000) -
Depreciation and amortization 2,470,234 2,474,076
Deferred income taxes (15,069) 510,035
Changes in assets and liabilities, net of effects of acquisitions
Receivables, net (818,609) 188,283
Inventories (1,315,614) (1,854,389)
Prepaid expenses and other current assets (290,624) 914,171
Trade accounts payable 929,067 (304,347)
Accrued compensation (474,532) (318,746)
Other payables and accrued expenses 907,753 221,640
Other, net (50,286) 41,958
------------ ------------
Net cash provided by continuing operations 4,633,726 7,285,780
Net cash provided by (used in) discontinued operations 1,500,000 (57,158)
------------ ------------
Net cash provided by operating activities 6,133,726 7,228,622
Cash flows from investing activities
Net proceeds from sale of Baxter Tube Company 13,019,634 -
Net proceeds from sale of Housewares Division - 9,650,660
Payments for acquisitions, net of cash acquired (4,766,288) (2,880,717)
Purchases of property and equipment (1,613,532) (1,427,950)
Other 14,043 (64,447)
------------ ------------
Net cash provided by investing activities 6,653,857 5,277,546
Cash flows from financing activities
Proceeds from revolving credit 7,300,000 -
Repayments of long-term debt (7,300,000) (7,000,000)
Purchase of treasury shares - (822,900)
Proceeds on exercise of share options 318,313 111,240
Cash dividends (726,360) (691,973)
------------ ------------
Net cash used in financing activities (408,047) (8,403,633)
------------ ------------
Cash and cash equivalents
Increase during the period 12,379,536 4,102,535
Beginning balance 9,310,479 6,610,933
------------ ------------
Ending balance $ 21,690,015 10,713,468
============ ============
Supplemental schedule of noncash investing and financing
activities in conjunction with acquisition
Fair value of assets acquired $ 4,800,328 3,694,479
Liabilities assumed (34,040) 813,762
------------ ------------
Cash paid $ 4,766,288 2,880,717
============ ============
Supplemental disclosure of cash flow information
Income taxes paid $ 2,382,960 2,450,071
Interest paid $ 184,257 42,632
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(4)
<PAGE> 6
THE TRANZONIC COMPANIES
Notes to Condensed Consolidated Financial Statements
Nine- and three-month periods ended November 30, 1997 and 1996
Note A In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain such adjustments (all of
which are normal and recurring in nature) necessary to present fairly
the financial position of The Tranzonic Companies and subsidiaries
(Company) at November 30, 1997 and the results of operations for the
nine- and three-month periods ended November 30, 1997 and 1996. The
statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
annual report for the fiscal year ended February 28, 1997.
Note B Net earnings per Common Share have been calculated based on the
weighted average Common Shares outstanding during the periods plus
the incremental shares (calculated using the treasury share method)
for those outstanding share options which are considered equivalent
shares and have a dilutive impact on net earnings per Common Share.
Note C The table below depicts the average Common Shares and Common
Equivalent Shares used in the calculation of net earnings per share
for the reported periods:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30, August 31,
----------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C>
3,568,702 3,514,185 3,613,965 3,528,469
========= ========= ========= =========
</TABLE>
The number of Common Shares outstanding at November 30, 1997 and 1996
was 3,498,488 and 3,453,938, respectively.
Note D On September 19, 1997, the Company entered into a definitive
agreement which resulted in the sale of substantially all of the
assets and business of Baxter Tube Company to Caraustar Industries,
Inc. for approximately $13 million in cash, net of closing costs, and
the assumption of certain liabilities. The transaction, which closed
on October 15, 1997, resulted in a $6.2 million pretax gain.
Identifiable assets sold by Baxter Tube Company were $3.7 million at
February 28, 1997.
Baxter Tube Company had sales of $10.5 million and $9.3 million
through the nine-month period and $2.3 million and $3.0 million
through the three-month period ended November 30, 1997 and 1996,
respectively. Baxter Tube Company's contribution to operating
earnings before interest and taxes were $1.0 million and $.9 million
through the nine-month period and $.3 million and $.3 million through
the three-month period ended November 30, 1997 and 1996,
respectively.
Note E A change in the estimated tax effect resulting from the divestiture
of the Company's Housewares Division, which occurred in the prior
fiscal year, caused a one-time $1.5 million tax credit. This tax
credit has been classified as "discontinued operations" as was the
related loss. The related loss was recognized during the year ended
February 29, 1996.
(5)
<PAGE> 7
THE TRANZONIC COMPANIES
Notes to Condensed Consolidated Financial Statements
Note F On October 17, 1997, the Company announced that it had signed a
definitive merger agreement with a subsidiary of Linsalata Capital
Partners Fund II, L.P., the result of which if approved by
shareholders will be a cash payment of $29.00 per share to Tranzonic
shareholders. A shareholders' meeting, which was announced by the
Company in late December, will be held on January 22, 1997 to vote on
such merger. A group of Company shareholders representing more than a
majority of shares outstanding has agreed to vote in favor of the
merger. It is anticipated that the effective date of the transaction
will be shortly thereafter.
(6)
<PAGE> 8
PART I: FINANCIAL INFORMATION
-----------------------------
Item 2. Management's Discussion and Analysis of
-----------------------------------------------
Financial Condition and Results of Operation
--------------------------------------------
Safe Harbor Statement
- ---------------------
With the exception of historical information, the matters discussed in this
Report are forward-looking statements that involve risks and uncertainties, and
actual results could differ materially from those discussed.
Note on Forward-Looking Information
- -----------------------------------
Certain statements herein and in future filings by the Company with the
Securities and Exchange Commission and in written and oral statements made by or
with the approval of any authorized executive officer of the Company constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company
intends that such forward-looking statements be subject to the safe harbors
created by such Acts. The words and phrases "looking ahead," "we are confident,"
"should be," "will be," "predicted," "believe," "expect," "anticipate," and
similar expressions identify forward-looking statements. These forward-looking
statements reflect the Company's current views in respect of future events and
financial performance, but are subject to many uncertainties and factors
relating to the Company's operations and business environment which may cause
the actual results of the Company to differ materially from any future results
expressed or implied by such forward-looking statements. Examples of such
uncertainties include, but are not limited to, changes in customer demand and
requirements; fluctuations in prices for raw materials; changes in supplier
relationships or agreements; interest rate fluctuations; changes in federal
income tax laws and regulations; competition; changes in labor contracts; any
changes in the Company's financial condition or operating results due to
acquisitions or dispositions of businesses; unanticipated expenses and delays in
the integration of newly-acquired businesses; industry-specific factors; and
worldwide and regional economic and business conditions including, without
limitation, conditions which may affect public securities markets generally, the
paper and allied products industry, or the markets in which the Company
operates. The Company undertakes no obligations to update publicly or revise any
forward-looking statements whether as a result of new information, future
events, or otherwise.
Merger Agreement and Plan of Reorganization
- -------------------------------------------
On October 17, 1997, the Company announced that it had signed a definitive
merger agreement with a subsidiary of Linsalata Capital Partners Fund II, L.P.,
the result of which if approved by shareholders will be a cash payment of $29.00
per share to Tranzonic shareholders. A shareholders' meeting, which was
announced by the Company in late December, will be held on January 22, 1997 to
vote on such merger. A group of Company shareholders representing more than a
majority of shares outstanding has agreed to vote in favor of the merger. It is
anticipated that the effective date of the transaction will be shortly
thereafter.
Financial Condition
- -------------------
The Company's financial position remains strong. At November 30, 1997, the
current ratio was 4.2:1 as compared to 3.3:1 at February 28, 1997, and working
capital increased to $44.0 million as compared to $31.2 million at fiscal
year-end.
(7)
<PAGE> 9
On March 3, 1997, the Company acquired for $4.8 million substantially all the
assets and assumed certain liabilities of Unity Paper Tubes, a manufacturer and
distributor of spiral-wound paper tubes and cores, located in the United
Kingdom. The acquisition was financed through the use of the Company's $30.0
million revolving line of credit. Existing cash and cash generated from
operations have since been used to repay this borrowing.
In the middle of the current year third fiscal quarter, the Company entered into
a definitive agreement to sell substantially all of the assets and business of
Baxter Tube Company to Caraustar Industries, Inc. The transaction, which closed
on October 15, 1997, added approximately $13.0 million to the Company's cash
reserves.
Results of Operation
- --------------------
Revenues in the current year's third fiscal quarter increased 7.0 percent to
$37.5 million, up from $35.0 million recorded in the same prior year period. The
sale of Baxter Tube Company, which took place in the middle of the third
quarter, primarily caused a $.7 million quarter-to-quarter sales decline.
Revenue gains at Hospital Specialty Company amounted to $2.7 million resulting
principally from increased sales of existing product lines. CCP Industries
recorded a modest sales increase. Revenues in the nine-month period ended
November 30, 1997 increased to $113.8 million, an 8.2 percent gain over the
$105.2 million recorded in the prior year like period. During this period,
revenue gains recorded by CCP Industries of $2.9 million and Baxter Tube Company
of $1.3 million resulted principally from acquisitions occurring in the latter
part of the prior year and early part of the current year respectively. Hospital
Specialty Company continued its period-over-period sales increase trend, mainly
from sales volume increases in existing product lines.
Gross margins declined in the current year third quarter period to 33.8 percent
from 35.8 percent for the comparable prior year period. The impact of Baxter
Tube Company's divestiture, along with continued changes in product mix at CCP
Industries, as well as strong price competition, have resulted in this decrease.
For the nine-month period ended November 30, 1997, gross margins of 33.9 percent
were down from the prior year level of 34.5 percent.
Selling, general and administrative expenses have remained relatively consistent
on a year-to-year comparison through the three- and nine-month periods ended
November 30, 1997. Each of the Company's divisions continues its focus on
improving administrative efficiencies. For the current three-month period,
operating margins were 6.1 percent as compared to 8.2 percent for the
comparative prior year period reflecting the increased cost of goods sold.
Current year nine-month margins were 7.4 percent, down from 7.8 percent of the
prior year like period.
As noted earlier, the Company concluded a transaction to sell substantially all
of the assets and business of Baxter Tube Company. As a result, the Company
recorded a pretax gain of $6.2 million.
In the second quarter of the current fiscal year, the Company adjusted the
estimated tax on the loss incurred on the sale of its Housewares Division which
occurred in the prior fiscal year. A one-time $1.5 million credit to estimated
taxes, or 42 cents per share, was recorded and classified as discontinued
operations as was the related loss in the prior year.
Earnings from continuing operations in the third quarter ended November 30, 1997
which includes the Baxter Tube Company gain increased to $5.4 million, or $1.51
per share, a 191.8 percent increase over the $1.9 million, or 53 cents per
share, recorded last year. Earnings from continuing operations for the
nine-month period ended November 30, 1997 increased to $9.5 million, or $2.65
per share, a 74.7 percent increase over the $5.4 million, or $1.54 per share,
recorded in the corresponding prior year period.
(8)
<PAGE> 10
FORM 10-Q - PART II: OTHER INFORMATION
--------------------------------------
Items 1 through 5 are not applicable or the answer to such items is negative;
therefore, the items have been omitted and no reference is required in this
report.
ITEM 6. Exhibits and reports on Form 8-K
a) Exhibits
--------
Exhibit
Number Exhibit
------ -------
27* Financial Data Schedule
99 Independent Auditors' Review Report
* Filed only in electronic format pursuant to Item 601(b)(27) of
Regulation S-K.
b) Reports on Form 8-K
-------------------
On October 24, 1997, the Registrant filed a report on Form 8-K dated
October 15, 1997. On December 11, 1997, the Registrant filed Amendment
No. 1 to such Form 8-K on Form 8-K/A dated December 10, 1997. The
filings were made under Item 2 of Form 8-K, in conjunction with the
sale by the Registrant and its wholly owned subsidiary Baxter Tube
Company (the "Subsidiary"), of substantially all of the assets of the
Subsidiary. The following financial statements were filed as a part of
the Form 8-K, as amended: The Tranzonic Companies Unaudited Pro Forma
Condensed Consolidated Balance Sheet as of August 31, 1997; and The
Tranzonic Companies Unaudited Pro Forma Condensed Consolidated
Statement of Earnings for the year ended February 28, 1997 and for the
six-month period ended August 31, 1997.
(9)
<PAGE> 11
SIGNATURE
---------
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 thereto duly authorized.
THE TRANZONIC COMPANIES
(Registrant)
Date: January 12, 1998 By: /s/ Richard J. Pennza
------------------------------
Richard J. Pennza
(Duly authorized officer and
Principal Accounting Officer)
(10)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS FOR NOVEMBER 30, 1997 AND FEBRUARY 28,
1997 AND CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE NINE-AND-THREE
MONTH PERIODS ENDED NOVEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFRENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000001761
<NAME> THE TRANZONIC COMPANIES
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 21,690,015
<SECURITIES> 0
<RECEIVABLES> 14,972,666
<ALLOWANCES> 0
<INVENTORY> 19,572,564
<CURRENT-ASSETS> 57,682,006
<PP&E> 16,227,283
<DEPRECIATION> 0
<TOTAL-ASSETS> 83,067,297
<CURRENT-LIABILITIES> 13,689,489
<BONDS> 0
0
0
<COMMON> 998,885
<OTHER-SE> 68,712,804<F1>
<TOTAL-LIABILITY-AND-EQUITY> 83,067,297
<SALES> 113,811,832
<TOTAL-REVENUES> 113,811,832
<CGS> 75,192,724
<TOTAL-COSTS> 105,367,785
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 177,687
<INCOME-PRETAX> 14,774,973
<INCOME-TAX> 5,319,000
<INCOME-CONTINUING> 9,455,973
<DISCONTINUED> 1,500,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,955,973
<EPS-PRIMARY> 3.07
<EPS-DILUTED> 0
<FN>
<F1>THIS FIGURE INCLUDES $5,909,590 IN ADDITIONAL PAID IN CAPITAL AND $62,803,214
IN RETAINED EARNINGS.
</FN>
</TABLE>
<PAGE> 1
[KPMG Peat Marwick LLP Letterhead]
Form 10-Q, Part II
Item 6
Exhibit 99
INDEPENDENT AUDITORS' REVIEW REPORT
-----------------------------------
The Board of Directors
The Tranzonic Companies:
We have reviewed the condensed consolidated balance sheet of The Tranzonic
Companies and subsidiaries as of November 30, 1997, and the related condensed
consolidated statements of earnings for the nine- and three-month periods ended
November 30, 1997 and 1996, and cash flows for the nine-month periods ended
November 30, 1997 and 1996. These condensed consolidated financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical review procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Tranzonic Companies and
subsidiaries as of February 28, 1997, and the related consolidated statements of
earnings, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated March 31, 1997, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of February 28, 1997, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
December 23, 1997
