SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15D OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1995
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ( ) to ( )
Commission File No. 0-8955
THE CHERRY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2977756
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3600 Sunset Avenue, Waukegan, IL 60087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 662-9200
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 report), and (2)
has been subject to such filing requirements for the past 90 days.
( X ) Yes ( ) No
Number of Common Shares outstanding as of November 30, 1995:
7,566,720 shares of Class A Common
4,718,409 shares of Class B Common
<PAGE>
<TABLE>
THE CHERRY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
November 30, February 28,
1995 1995
(Unaudited) (Note 1)
----------- --------
<S> <C> <C>
ASSETS:
Cash and equivalents $ 3,493 $ 5,694
Receivables, net of allowances 60,440 56,247
Inventories (Note 2) 60,535 48,071
Income taxes, net 996 459
Other current assets 3,691 4,811
--------- --------
Total Current Assets 129,155 115,282
Land, buildings and equipment, net 153,728 132,055
Investment in affiliates and other, net 14,339 13,856
--------- --------
TOTAL ASSETS $ 297,222 $261,193
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Short-term debt $ 25,058 $ 18,464
Accounts payable 20,178 21,273
Payroll related accruals 14,262 10,938
Other accruals 18,200 14,275
Current maturities of long-term debt 4,320 4,331
--------- --------
Total Current Liabilities 82,018 69,281
Long-term debt 38,658 25,863
Deferred income taxes, net and deferred credits 19,941 18,422
Stockholders' Equity:
Class A Common stock 7,567 7,561
Class B Common stock 4,718 4,712
Additional paid-in capital 40,973 40,924
Retained earnings 92,132 83,192
Cumulative translation adjustments 11,215 11,238
--------- --------
Total Stockholders' Equity 156,605 147,627
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 297,222 $261,193
========= ========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
THE CHERRY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Dollars in Thousands Except Share Data)
<CAPTION>
Three Months Ended Nine Months Ended
November 30, November 30,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 107,242 $ 91,490 $ 314,698 $ 245,378
Cost of Products Sold 81,746 66,206 236,480 174,377
--------- --------- --------- ---------
Gross Margin 25,496 25,284 78,218 71,001
Engineering, Distribution and
Administrative Expenses 22,035 18,482 66,500 54,136
--------- --------- --------- ---------
Earnings from Operations 3,461 6,802 11,718 16,865
Other Income, Net 291 418 2,563 1,253
--------- --------- --------- ---------
Earnings Before Interest and Taxes 3,752 7,220 14,281 18,118
Interest Expense, Net 1,019 707 2,767 2,450
--------- --------- --------- ---------
Earnings before Income Taxes 2,733 6,513 11,514 15,668
Income Tax Provision(Credit) (412) 2,236 2,574 5,762
---------- --------- --------- ---------
Net Earnings $ 3,145 $ 4,277 $ 8,940 $ 9,906
========= ========= ========= =========
Earnings per Share $ .26 $ .35 $ .73 $ .95
========= ========= ========= =========
Average Shares Outstanding 12,284,836 12,240,499 12,280,923 10,431,133
========== ========== ========== ==========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
THE CHERRY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<CAPTION>
Nine Months Ended November 30,
------------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net Cash Provided by Operating Activities $ 18,711 $ 12,455
Cash Flows from Investing Activities:
Expenditures for Land, Building and Equipment (41,007) (31,785)
Proceeds from Sales of Land, Building
and Equipment 2,011 -
Other, net (668) 489
---------- ---------
Net Cash Used by Investing Activities (39,664) (31,296)
---------- ---------
Cash Flows From Financing Activities:
Increase(decrease) in Short-term Debt 6,252 (216)
(Decrease) in Domestic Revolver and
Uncommitted Credit Facilities (9,500) (7,000)
Principal Payments on Long-term Debt (3,032) (4,227)
Proceeds from Long Term Debt Issuance 25,000 -
Net Proceeds from Equity Offering - 33,176
Other Equity Transactions 61 221
--------- ---------
Net Cash Provided by Financing Activities 18,781 21,954
--------- ---------
Effect of Exchange Rate Changes on Cash Flows (29) 362
--------- ---------
Net (Decrease) Increase in Cash and Equivalents (2,201) 3,475
Cash and Equivalents, at Beginning of Year 5,694 2,697
--------- ---------
Cash and Equivalents, at End of Period $ 3,493 $ 6,172
========= =========
<FN>
The accompanying notes are in integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
THE CHERRY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of November 30, 1995, and the
condensed consolidated statements of earnings and the condensed consolidated
statements of cash flows for the three and nine months ended November 30, 1995
and 1994, have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows at November 30, 1995, and for all periods presented, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's February 28, 1995 Annual
Report to Stockholders. The results of operations for the three and nine months
ended November 30, 1995 are not necessarily indicative of the operating results
for a full year.
2. INVENTORIES
Inventory values were as follows:
November 30, February 28,
1995 1995
----------- -----------
Finished Goods $ 19,536 $ 14,033
Work-in-Process 20,388 16,670
Component Parts 13,183 11,787
Raw Materials 7,428 5,581
----------- ----------
$ 60,535 $ 48,071
=========== ==========
3. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to current
year presentation.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Third quarter sales of $107.2 million for fiscal 1996 were 17% higher than the
same quarter of the prior year. Third quarter sales from domestic operations
increased 24%, while foreign operations increased 8%. The sales increases were
broad based, resulting from new products, increased market share, the strength
of the underlying markets and a weaker dollar. Approximately 21% of the
consolidated sales increase resulted from favorable currency translation.
Current year third quarter sales of the Company's semiconductor products to the
automotive and cellular telephone markets, though higher than the prior year's
third quarter sales, were less than anticipated as a result of general market
conditions.
Sales of $314.7 million for the current year nine month period were 28% higher
than the comparable period of the prior year. Foreign currency translation
accounted for approximately 22% of the increase in consolidated nine month
sales.
Consolidated operating profit for the third quarter of the current year declined
to 3.2% of sales from 7.4% for the comparable period of the prior year. The
decline results from a combination of factors, listed in their order of
significance, as follows:
. Continuing high production costs: The Company continues to aggressively work
to reduce costs associated with product and process introductions made during
the last year.
. The company installed greater capacity and staffed its semiconductor
operation based on growth estimates. Actual third quarter semiconductor
sales were up 20% but below Company expectations. The Company is currently
assessing demand and the appropriate course of action.
. Selling price reductions and increased material prices have led to margin
erosions in many products. Copper and plastics have increased in price this
year. The weak dollar has also resulted in higher material costs for foreign
purchased materials that have not been fully recoverable from the customer.
The decline occurred primarily at the gross margin level, since operating
expenses were essentially constant as a percent of sales.
The year-to-date consolidated operating margin declined to 3.7% of sales from
6.9% in the prior year primarily from the same factors noted above, many of
which began in the first quarter of the current fiscal year.
Consolidated interest expense for the third quarter increased 44.1% over the
comparable period of the prior year. Third quarter debt levels were 70% higher
than the prior year's comparable period. Substantial debt was repaid in August,
1994 with the proceeds from an equity offering. Debt has increased since then
to help finance expansion of production capacity to accomodate continued sales
growth. Interest rates for the current year quarter are approximately 15% lower
than the comparable quarter of the prior year as a result of more favorable
credit facilities and general economic conditions. The impact of the prior year
debt repayment was less pronounced on the nine month periods and as a result
interest expense for the current year-to-date increased only 12.9% over the
prior year.
Consolidated other income for the current year nine month period increased $1.3
million over the comparable prior year period. The increase resulted from the
$1.3 million gain on the sale of a facility in Germany.
The consolidated effective income tax rate of 22.4% for the current year-to-date
is lower than the 36.8% rate for the comparable period of the prior year. The
rate declined due to the implementation of tax planning strategies in the
current quarter which resulted in the recognition of pre-merger U.S. loss
carryforwards and foreign tax credits in the amount of $1.1 million. These
items resulted in an overall tax benefit being reported for the current year
third quarter. For the fourth quarter, the Company anticipates the effective
tax rate to be in the lower 30% range.
Since a significant portion of the Company's sales and manufacturing are
overseas, foreign currency translation could have an impact on future sales,
earnings, and financial position of the Company as denominated in U.S. dollars.
The Company selectively enters into forward contracts to hedge certain firm
purchase commitments denominated in foreign currencies (primarily German Marks).
At November 30, 1995, the U.S. dollar equivalent of forward contracts
outstanding approximated $ 2.2 million.
<PAGE>
Liquidity and Capital Resources
At November 30, 1995, the consolidated debt to capital ratio increased to 30.3%
from 24.8% at February 28, 1995. Consolidated operations generated $18.7 million
in cash for the nine month period ended November 30, 1995. Additional cash was
provided by the $25.0 million long term debt issuance, $6.3 million from the
increase in short term debt and $2.0 million from proceeds on the sale of a
German facility.
Of the funds generated above, $41.0 million was invested in buildings and
equipment, and $.6 million for patents. $26.3 million of the investment in
buildings and equipment was for domestic operations and $14.7 million for
foreign locations. The Company also repaid $9.5 million on the domestic
revolver and uncommitted credit facilities and $3.0 million on other long term
debt.
For the fourth quarter ending February 29, 1996, capital expenditures are
estimated at $10 million, and for fiscal 1997 are currently estimated at $40 to
$45 million. A significant portion of these capital expenditures will be to
increase production capacity to accommodate sales growth. Although operations
are expected to finance a majority of the funds needed, debt is expected to
increase to fund the remaining cash needs. With the new long term debt
placement and the existing credit facilities and bank lines, the Company should
have sufficient capital to finance these needs.
<PAGE>
THE CHERRY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description of Exhibit
-------------- ---------------------------------
27 Article 5 Financial Data Schedule
(b) Reports on Form 8-K
1. Form 8-K dated October 17, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE CHERRY CORPORATION
(Registrant)
DATE: January 3, 1996 By: Dan A. King
--------------
Dan A. King
V.P. of Finance, Secretary
and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated statement of income and condensed consolidated balance
sheet and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> NOV-30-1995
<CASH> 3,493
<SECURITIES> 0
<RECEIVABLES> 60,440
<ALLOWANCES> 0
<INVENTORY> 60,535
<CURRENT-ASSETS> 129,155
<PP&E> 339,165
<DEPRECIATION> 185,437
<TOTAL-ASSETS> 297,222
<CURRENT-LIABILITIES> 82,018
<BONDS> 38,658
0
0
<COMMON> 12,285
<OTHER-SE> 144,320
<TOTAL-LIABILITY-AND-EQUITY> 297,222
<SALES> 314,698
<TOTAL-REVENUES> 314,698
<CGS> 236,480
<TOTAL-COSTS> 236,480
<OTHER-EXPENSES> 66,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,897
<INCOME-PRETAX> 11,514
<INCOME-TAX> 2,574
<INCOME-CONTINUING> 8,940
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,940
<EPS-PRIMARY> .73
<EPS-DILUTED> 0
</TABLE>
