UNITED STATES 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 MARCH 31, 1999
--------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-9010
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ROBINSON NUGENT,
INC.
- ------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Eighth Street, New Albany, Indiana 47151-1208
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 945-0211
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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 practical date: As of April 30
1999, the registrant had outstanding 4,921,186 common shares without par
value.
The Index to Exhibits is located at page 15 in the sequential
numbering system. Total pages: 16.
<PAGE>
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX
Page No.
-------
PART I. Financial Information:
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets at March 31,1999,
March 31, 1998 and June 30, 1998 . . . 3
Consolidated statements of operations for the three and
nine months ended March 31, 1999 and March 31, 1998 . . . 5
Consolidated statements of cash flows for the nine
months ended March 31, 1999 and March 31,1998 . . . 6
Notes to consolidated financial statements . . . 7
Item 2. Management's discussion and analysis of financial
condition and results of operations . . . 8
PART II. Other Information . . . 12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31 June 30
--------------------- -------
ASSETS 1999 1998 1998
------- ------- -------
(Unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,435 $ 2,379 $ 959
Accounts receivable, net 10,466 11,071 9,274
Inventories:
Raw materials 771 988 1,497
Work in process 5,336 6,750 5,595
Finished goods 3,965 3,049 2,970
------- ------- -------
Total inventories 10,072 10,787 10,062
Other current assets 2,153 1,865 2,012
------- ------- -------
Total current assets 24,126 26,102 22,307
------- ------- -------
Property, plant & equipment, net 18,557 19,725 19,424
Other assets 470 153 571
------- ------- -------
Total assets $43,153 $45,980 $42,302
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
March 31 June 30
------------------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 1998
------- ------- -------
(Unaudited)
<S> <C> <C> <C>
Current liabilities:
Current installments of long-term debt $ 455 $ 367 $ 367
Short-term borrowings -- -- 570
Accounts payable 5,913 5,047 5,147
Accrued expenses 4,724 4,707 5,483
Income taxes -- 38 --
------- ------- -------
Total current liabilities 11,092 10,159 11,567
------- ------- -------
Long-term debt, excluding current
installments 8,583 8,720 7,607
Other Liabilities 1,050 -- --
Deferred income taxes -- 822 --
------- ------- -------
Total liabilities 20,725 19,701 19,174
------- ------- -------
Shareholders' equity:
Common shares without par value
Authorized shares: 15,000,000;
issued shares: 6,851,250 20,950 20,950 20,950
Retained earnings 13,713 17,240 14,563
Equity adjustment from foreign
currency translation 641 1,195 713
Employee stock purchase plan loans
and deferred compensation (82) (114) (106)
Less cost of common shares in treasury;
1,930,064 shares at March 31, 1999, and
1,959,485 shares at March 31, 1998 and
June 30, 1998 (12,794) (12,992) (12,992)
------- ------- -------
Total shareholders' equity 22,428 26,279 23,128
------- ------- -------
Total liabilities and shareholders'
equity $43,153 $45,980 $42,302
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
-------------------- ------------------
1999 1998 1999 1998
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $18,657 $19,658 $51,073 $57,777
Cost of sales 13,849 16,729 39,560 47,938
------- ------- ------- -------
Gross profit 4,808 2,929 11,513 9,839
Selling, general and
administrative expenses 3,598 3,801 10,296 11,001
Special and unusual charges 335 3,093 1,426 3,093
------- ------- ------- -------
Operating income (loss) 875 (3,965) (209) (4,255)
------- ------- ------- -------
Other income (expense):
Interest income 14 13 45 64
Interest expense (216) (161) (576) (430)
Royalty income 21 -- 21 2
------- ------- ------- -------
Currency loss (54) (98) (118) (10)
(235) (246) (628) (374)
------- ------- ------- -------
Income (loss) before income taxes 640 (4,211) (837)
(4,629)
Income taxes 132 (923) (67) (977)
------- ------- ------- -------
Net income (loss) $ 508 $(3,288) $ (770) $(3,652)
Other comprehensive income (loss):
Foreign currency translation
adjustments (451) 82 (72) (878)
Income tax (expense) benefit 51 21 (60) (110)
------- ------- ------- -------
Comprehensive income (loss) $ 108 $(3,185) $ (902) $(4,420)
======= ======= ======= =======
Per share data:
Net income (loss) per common
share $ .10 $ (.67) $ (.16) $ (.75)
======= ======= ======= =======
Weighted average number of
common shares outstanding 4,912 4,892 4,901 4,892
======= ======= ======= =======
Net income (loss) per common share,
assuming dilution $ .10 $ (.67) $ (.16) $ (.75)
======= ======= ======= =======
Adjusted weighted average number
of common shares, including common
share equivalents 4,915 4,892 4,901 4,892
======= ======= ======= =======
Dividends per common share $ -- $ .03 $ -- $ .09
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
March 31
----------------------
1999 1998
------- -------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (770) $(3,652)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 3,225 7,095
Gain (loss) on the sale or disposal of
capital assets (83) 110
Change in assets and liabilities:
Receivables (1,192) 713
Inventories (10) 313
Other current assets (711) (509)
Increase in other assets 72 --
Accounts payable and accrued expenses 7 (423)
Other liabilities 1,050 --
Income taxes -- (1,562)
------- -------
Net cash provided by operating
activities 1,588 2,085
------- -------
Cash flows from investing activities:
Capital expenditures (4,361) (6,009)
Proceeds from the sale of capital assets 2,126 --
------- -------
Net cash used in investing activities (2,235) (6,009)
------- -------
Cash flows from financing activities:
Proceeds from short-term bank borrowings 250 --
Repayments of short-term bank borrowings (250) --
Proceeds from long-term debt 4,420 3,250
Repayments of long-term debt (3,424) (317)
Cash dividends paid -- (440)
Repayments of employee stock purchase
plan loans 20 53
Proceeds from sale of treasury shares -- 14
Grants of treasury shares 118 --
Stock options exercised -- 32
------- -------
Net cash provided by financing activities 1,134
2,592
------- -------
Effect of exchange rate changes on cash (11) (407)
------- -------
Increase, decrease in cash and cash
equivalents 476 (1,739)
Cash and cash equivalents at beginning
of period 959 4,118
------- -------
Cash and cash equivalents at end of period $ 1,435 $ 2,379
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1999 AND 1998, AND JUNE 30, 1998
(IN THOUSANDS)
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary (all of which
are normal and recurring) to present fairly the financial position of
the Company and its subsidiaries, results of operations, and cash
flows in conformity with generally accepted accounting principles.
The results of operations for the interim period are not necessarily
an indication of results to be expected for the entire year.
2. Reference is directed to the Company's consolidated financial
statements (Form 10-K), including references to the Annual Report, for
the year ended June 30, 1998 and management's discussion and analysis
included in Part I, Item 2 in this report.
3. The Company recorded special and unusual charges of $335 before
taxes, in the quarter and $1,426 year to date. These expenses are
presented separately as a component of the operating income (loss) in
the consolidated statements of operations. The year-to-date special
and unusual expenses include $532 of expenses related to the move of
the Company's cable assembly operations from North Carolina to
Reynosa, Mexico. Also included are $912 of personnel costs incurred
to design and implement a new worldwide information system that not
only satisfies Year 2000 requirements, but will also provide improved
internal and external data communications and more effective
management information.
4. The Financial Accounting Standards Board has issued SFAS No. 130
"Reporting Comprehensive Income" and SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information." The Company adopted
these new standards in fiscal 1999, and they became effective in the
prior quarterly report.
<PAGE>
5. The following tables present the Company's revenues and income (loss)
before income taxes by geographic segment:
<TABLE>
<CAPTION>
NET SALES
Three Months Ended Nine Months Ended
March 31 March 31
-------------------- ---------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
United States:
Domestic $11,227 $12,929 $31,985 $36,365
Export:
Europe -- 20 -- 78
Asia -- -- -- 7
Rest of world 854 493 1,859 1,206
------- ------- ------- -------
Total export sales 854 513 1,859 1,291
------- ------- ------- -------
Total sales to
customers 12,081 13,442 33,844 37,656
Intercompany 1,426 1,776 3,680 6,114
------- ------- ------- -------
Total United States 13,507 15,218 37,524 43,770
------- ------- ------- -------
Europe:
Total sales to
domestic customers 4,994 4,543 12,815 14,495
Intercompany 978 927 2,005 3,179
------- ------- ------- -------
Total Europe 5,972 5,470 14,820 17,674
Asia:
Total sales to
domestic customers 1,582 1,673 4,414 5,626
Intercompany 946 1,285 2,864 2,988
------- ------- ------- -------
Total Asia 2,528 2,958 7,278 8,614
------- ------- ------- -------
Eliminations (3,350) (3,988) (8,549) (12,281)
------- ------- ------- -------
Consolidated $18,657 $19,658 $51,073 $57,777
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
INCOME (L0SS) BEFORE INCOME TAXES:
Three Months Ended Nine Months Ended
March 31 March 31
-------------------- --------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
United States(1) $ 296 $(2,753) $ (484) $(3,228)
Europe 316 (1,278) (269) (1,293)
Asia 28 (180) (84)
(108)
------- ------- ------- -------
Consolidated $ 640 $(4,211) $ (837) $(4,629)
======= ======= ======= =======
</TABLE>
(1) United States income (loss) before income taxes for the quarter
and the nine months ended March 31, 1999 includes special
and unusual charges of $335 and $1,426, respectively.
United States loss before income taxes for the quarter and
nine months ended March 31, 1998 includes special
and unusual charges of $3,093.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Customer orders for the quarter ended March 31, 1999, amounted to $20.3
million, up 13 percent from orders of $18.0 million in the prior quarter
of the year, and up 9 percent from orders of $18.7 million in the third
quarter of the prior year. This increase over the prior quarter reflects
a 30 percent increase in Europe and a 12 percent increase in the United
States. Customer orders in Asia were $1.3 million compared to $1.8
million in the second quarter of the year. The Company increased its
backlog of unshipped orders in the quarter by $2.2 million or 17 percent,
to $15.0 million. The Company increased its backlog in every geographic
region that it serves. The backlog in the United States increased by
$1.1 million or 13 percent, while Europe and Asia were up $.9 million (35
percent) and $.4 million (19 percent) respectively. The backlog of
unshipped orders at March 31, 1998 was $13.5 million. Based on the
improved incoming order activity and a higher backlog of unshipped
orders, management anticipates improved profitability in future quarters.
Net sales for the quarter were $18.7 million compared to $17.5 million in
the second quarter of the year, and $19.7 million in the same period a
year ago. Net sales for the nine months ended March 31, 1999 were $51.1
million compared to $57.8 million in the prior year.
Customer sales in the United States were $12.1 million compared to $13.4
million in the third quarter of the prior year, and $11.6 million in the
prior quarter. The Company experienced a mild decline in the sales of
its more mature products, such as integrated circuit sockets and several
versions of connectors used in older backpanel technology. The U.S.
operations of the Company continue to experience higher levels of
incoming orders and sales activity on its more profitable METPAKr2
connectors, and its high-density, surface mount, fine pitch board-to-
board interconnect systems. Sales of these types of connectors are being
driven by the dramatic increase in internet activity. They are being
used in high-speed routers, computer workstations, high-end servers and
other communication and networking components.
European customer sales were $5.0 million compared to $4.5 million in the
third quarter of the prior year, and $4.3 million in the prior quarter.
The higher sales reflect an increase in sales of newer, more profitable
smart card reader and PCMCIA connectors. New applications of Smart Card
and PCMCIA technologies are driving customer demand for these connectors.
These applications currently include their use in communications
equipment and digital satellite receivers. The income before income
taxes for European operations was $316,000 in the quarter compared to a
loss of $29,000 in the prior quarter, and compared to a loss of $556,000
in the first quarter of the year. Based on Europe's incoming order
activity and the increase in the backlog of unshipped orders to $3.5
million as of March 31, 1999, management anticipates that the performance
of the European business unit will continue to improve.
Customer sales in Asia, which includes sales in Japan, Malaysia, and
Singapore, China and other Pacific Rim countries were $1.6 million in the
quarter compared to $1.5 million in the second quarter, and $1.7 million
in the third quarter of the prior year. The economic and social
conditions in the region and the instability of the Japanese yen and
other Asian currencies continue to impact sales in this region. Sales in
China, a rapidly growing electronics market, are increasing and represent
a growing opportunity for the Company.
<PAGE>
Gross profits improved in the quarter ended March 31, 1999 to $4.8
million or 26 percent of net sales, compared to $2.9 million or 15
percent of net sales in the prior year. Gross profits for the nine
months ended March 31, 1999 increased to $11.5 million, or 22.5 percent
of net sales, compared to $9.8 million, or 17 percent of net sales, in
the prior year. Gross profits are net of engineering charges associated
with new product development, which amounted to $2.7 million or 5.2
percent of net sales, year to date, compared to $2.9 million or 5.0
percent of net sales in the prior year. The increase in gross profits in
the quarter compared to the prior year reflects higher gross margins,
improved manufacturing efficiencies in the face of continued competitive
price pressures worldwide and the favorable effect of manufacturing cost
reduction programs attained through improved efficiencies in plant
operations.
Selling, general and administrative expenses of $3.6 million for the nine
months ended March 31, 1999 decreased 5.4 percent compared to expenses of
$3.8 million in the prior year. Lower sales and marketing expenses in the
United States and Europe, coupled with lower administrative expenses in
Asia, were partially offset by an increase in administrative, recruiting
and compensation expenses in the United States. The recruiting expenses
were associated with the employment of two key executives, the Vice
President of Global Marketing and the Vice President of North American
Sales. Both of the individuals hired are highly experience in the
industry and are expected to have a significant impact on the growth of
the Company in future quarters.
The Company recorded special and unusual charges of $335,000, before
taxes, in the quarter and $1.4 million year to date. The year-to-date
expenses include $532,000 of special charges related to the move of the
Company's cable assembly operations from North Carolina to Reynosa,
Mexico, which were recorded in the first quarter of the year. Also
included are $912,000 of personnel costs incurred to design and implement
a new worldwide information system that will satisfy year 2000
requirements and provide improved internal and external data
communications and more effective management information.
The Company recorded $3,093,000 of restructuring and unusual charges in
the third quarter of the prior year. These charges included $1,184,000
of restructuring expenses related to the reorganization of the sales
organization in Europe, manufacturing operations in North America and
Europe, and the discontinuation of several product lines. Approximately
$232,000 of these charges related to the cost of workforce reductions
implemented to reduce the Company's cost structure and to enable it to
meet changes in the market place. The remaining $952,000 reflects the
cost of disposal and the reduction in the carrying value of assets
affected by this restructuring. In addition, unusual charges of
$1,909,000 relating to a reduction in the carrying value of various
assembly equipment, mold tools, dies and related inventory were taken in
the quarter. These costs resulted from management's evaluation of the
Company's ability to recover these asset costs given the market
conditions that existed at that time.
Other income and expense for the three months ended March 31, 1999
reflect net expenses of $235,000 compared to $246,000 for the comparable
three-month period in the prior year. Year-to-date other income and
expense reflect net expenses of $628,000 compared to $374,000 in the
prior year. Other income and expense reflects a year-to-date currency
loss of $118,000 in the current year, compared to a $10,000 currency loss
in the prior year. The currency loss reflects a loss of $80,000 in the
United States, $15,000 in Europe and $23,000 in Asia. Year-to-date
interest expense increased from $430,000 in the prior period to $576,000
in the current year due primarily to an increase in long-term debt.
<PAGE>
The provision for income taxes was provided using the appropriate
effective tax rates for each of the tax jurisdictions in which the
Company operates. Income tax benefit has been accrued for loss generated
in the United States, but no tax benefit has been recognized on year-to-
date pretax losses incurred in Belgium, Scotland, Malaysia and Japan.
The Company maintains a valuation allowance for tax benefits of prior
period net operating losses in various jurisdictions. At such time as
management is able to project the probable utilization of all or part of
these net operating loss carryforward provisions, the valuation
allowances for these deferred tax assets will be reversed.
The net profit in the quarter ended March 31, 1999 amounted to $508,000
or 10 cents per share, including special and unusual expenses of $218,000
(after income taxes) or 4 cents per share, compared to a net loss of $3.3
million or 67 cents per share, in the same period of the prior year.
The profitability attained in the quarter just ended reflects a
significant improvement in operating performance over the prior quarter
and the prior year. Sales increased 7 percent from $17.5 million in the
second quarter of the year to $18.7 million in the current quarter.
Gross profits as a percent of sales increased to 26 percent. The Company
generated pretax income, excluding special and unusual expenses, of $1.0
million compared to $422,000 in the prior quarter. Management
anticipates that the Company's performance will continue to improve based
on the higher levels of incoming orders, improving margins and lower
operating costs, combined with the acceleration of the development of
high-quality, enhanced performance products for our customers.
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
Working capital at March 31, 1999 amounted to $13.0 million compared to
$15.9 million at March 31, 1998 and $10.7 million at June 30, 1998. The
current ratio was 2.2 to 1 at March 31, 1999 compared to 2.6 to 1 at
March 31, 1998. The decrease in working capital, compared to the prior
year, primarily reflects a reduction in cash, accounts receivable and
inventory, and by increases in accounts payable.
In November 1998, the Company amended its existing credit agreement, and
entered into a new term loan agreement with its primary bank. The
amendments to the credit agreement included the elimination of a
scheduled $1.0 million decrease in the credit facility, revised financial
covenants, and the pledge of accounts receivable and inventory as
collateral for this agreement. This collateral will be released by the
bank as the Company achieves certain financial ratio levels. Long term
borrowings under this facility were $7.5 million as of March 31, 1999,
and include a new $1.3 million term loan that is secured by a mortgage on
the facility in Dallas, Texas. Long-term debt, excluding current
installments, was $8.6 million or 38 percent of shareholders' equity at
March 31, 1999, compared to $7.6 million or 33 percent of shareholders'
equity at June 30, 1998.
In March 1999, the Company sold its manufacturing facility in Delemont,
Switzerland for approximately $2.0 million in cash, for an insignificant
loss. This facility has been idle ever since the Company's European
manufacturing operations were relocated to Scotland. The proceeds from
this transaction were used to reduce the Companies long-term debt. In
conjunction with this sale, the Company agreed to lease a portion of this
facility back from the buyer at a fair market lease rate.
The Company believes future working capital and capital expenditure
requirements can be met from cash provided by operating activities,
existing cash balances, and borrowings available under the existing
credit facilities.
<PAGE>
INFORMATION SYSTEMS AND YEAR 2000 ISSUES
- ----------------------------------------
The Company is currently in the process of replacing the management
information systems of its operations in the United States and Europe,
including; order management, manufacturing resource planning, finance and
accounting. These systems are scheduled to be operational by September
30, 1999 at a total cost of approximately $6.6 million. The Company
incurred costs in the current and prior periods of approximately $4.2
million. Expenditures in the current quarter include $335,000 of
personnel costs reflected in the special and unusual expense category of
the statement of operations, and $761,000 of capital expenditures.
Funding for these expenditures has been provided by operating activities,
existing cash balances and borrowings available under the existing credit
facilities.
This new information system was activated within the United States
connector operations on May 3, 1999. As of the date of this report,
management has not experienced nor does it currently anticipate any
significant negative effects upon operations from the implementation and
activation of the new information system. Cable assembly operations in
the United States and European operations are expected to be activated in
the early part of the next fiscal year.
The Company expects that this new integrated system will increase
operational efficiencies, lower costs and support future growth. It also
addresses the impact of the year 2000 on current information systems.
The Company's future operating results and financial condition could be
adversely affected by functional or performance difficulties with the new
system during the transition period. No such problems have occurred or
have been identified as of the start-up of the new system in the United
States.
The Company is currently developing contingency plans in the event of any
significant failures within the new management information system.
Management is uncertain as to the effects of any such failure on the
Company's results of operations, liquidity and financial conditions, but
all material and significant effects are being considered and addressed.
Management information systems in Asia have been implemented to make them
Year 2000 compliant. In addition, other information and operational
systems have been assessed related to the impact of the year 2000. Plans
have been developed and partially implemented to address system
modifications required by December 31, 1999.
The Company has considered the potential effect of Year 2000 issues on
the Company's business, results of operations, and financial condition if
key suppliers and vendors do not become year 2000 compliant in a timely
manner. Management will continue to evaluate the readiness of its
suppliers, vendors and customers to ensure their compliance with the Year
2000 requirements.
Dividend Action
On April 29, 1999 the Board of Directors voted not to declare a cash
dividend in the quarter.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR
- -----------------------------------------------------
In addition to statements of historical fact, this quarterly report
contains forward-looking statements which are inherently subject to
change, based on known and unknown risks, including but not limited to
changes in the market and industry. Please refer to documents filed with
the Securities and Exchange Commission for additional information on
factors that could materially affect the Company's financial results.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits.
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 1999.
<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.
Robinson Nugent, Inc.
---------------------------------
(Registrant)
Date May 14, 1999 /s/ Larry W. Burke
-------------- ---------------------------------
Larry W. Burke
President and Chief Executive Officer
Date May 14, 1999 /s/ Robert L. Knabel
-------------- ---------------------------------
Robert L. Knabel
Vice President, Treasurer and Chief
Financial Officer
<PAGE>
FORM 10-Q
INDEX TO EXHIBITS
Number of Sequential
Item Numbering
Assigned in System
Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
- -------------- ------------------------------- -------------
(2) Not applicable.
(4) 4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, N.A. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2,
1988.)
4.3 Amendment No. 1 to Rights Agreement
dated September 26, 1991 between
Robinson Nugent, Inc. and Bank One,
Indianapolis, N.A. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement
dated June 11, 1992. (Incorporated by
reference to Exhibit 4.4 to Form 8-K
Current Report dated July 6, 1992.)
4.5 Amendment No. 3 to Rights Agreement
dated February 11, 1998.
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
10.3 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1993.)
<PAGE>
10.4 Summary of the Robinson Nugent, Inc.
Employee Stock Purchase Plan
(Incorporated by reference to Exhibit
19.2 to Form 10-K Report for year ended
June 30, 1993.)
10.5 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer. (Incorporated
by reference to Exhibit 19.1 to Form
10-K Report for year ended June 30, 1990.)
10.6 Rabbi Trust Agreement dated July 1, 1996
between Robinson Nugent, Inc. and Dean
Witter Trust Company, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke
President and Chief Executive Officer.
(Incorporated by reference to Exhibit
10.6 to Form 10-K Report for year ended
June 30, 1997.)
10.7 Summary of Robinson Nugent, Inc. Bonus
Plan for the fiscal year ended June 30,
1998. (Incorporated by reference to
Exhibit 10.7 to Form 10-K Report for
year ended June 30, 1996.)
10.8 Summary of the 1993 Robinson Nugent, Inc.
Employee and Non-Employee Director Stock
Option Plan, as amended. (Incorporated by
Reference to Exhibit 10.8 to Form 10-K Report
for year ended June 30, 1998.)
10.9 Summary of Robinson Nugent, Inc. Bonus Plan
for the fiscal year ended June 30, 1999.
(Incorporated by reference to Exhibit 10.9 to
Form 10-K Report for year ended June 30, 1998.)
(11) Not applicable.
(15) Not applicable.
(18) Not applicable.
(19) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule
(99) Not applicable.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ROBINSON
NUGENT, INC. 10-Q FOR THE PERIOD ENDING MARCH 31, 1999 AND IS QUALIFIED
IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 1,435
<SECURITIES> 0
<RECEIVABLES> 11,052
<ALLOWANCES> 586
<INVENTORY> 10,072
<CURRENT-ASSETS> 24,126
<PP&E> 61,552
<DEPRECIATION> 42,995
<TOTAL-ASSETS> 43,153
<CURRENT-LIABILITIES> 11,092
<BONDS> 0
<COMMON> 20,950
0
0
<OTHER-SE> 1,478
<TOTAL-LIABILITY-AND-EQUITY> 43,153
<SALES> 51,073
<TOTAL-REVENUES> 51,073
<CGS> 39,560
<TOTAL-COSTS> 39,560
<OTHER-EXPENSES> 11,722
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 576
<INCOME-PRETAX> (837)
<INCOME-TAX> (67)
<INCOME-CONTINUING> (770)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (770)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
