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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 DECEMBER 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
-------- -----------
Commission File Number 0-9010
-------------------------------
ROBINSON NUGENT, INC.
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
- ------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
800 East Eighth Street, New Albany, Indiana 47151-1208
- -------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 945-0211
--------------
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
December 31, 1999, the registrant had outstanding 4,970,307 common shares
without par value.
The Index to Exhibits is located at page 16 in the sequential
numbering system. Total pages: 18.
<PAGE>
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. Financial Information:
Item 1. Financial Statements
Consolidated balance sheets at December 31, 1999,
December 31, 1998 and June 30, 1999........ .................3
Consolidated statements of operations and
comprehensive income for the three and six
months ended December 31, 1999 and December 31, 1998.........5
Consolidated statements of cash flows for the six
months ended December 31, 1999 and December 31,1998..........6
Notes to consolidated financial statements...................7
Item 2. Management's discussion and analysis of financial
condition and results of operations......................9
PART II. Other
Information.........................................................13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31 June 30
------------------- -------
ASSETS 1999 1998 1999
------- ----- ----
- ---
(Unaudited)
<S> <S> <S> <S>
Current assets:
Cash and cash equivalents $ 1,528 $ 716 $ 845
Accounts receivable, net 14,719 10,024 13,159
Inventories:
Raw materials 952 877 971
Work in process 7,641 6,071 5,569
Finished goods 5,248 3,512 4,092
------- ------- -------
Total inventories 13,841 10,460 10,632
Other current assets 2,116 2,464 3,313
------- ------- -------
Total current assets 32,204 23,664 27,949
------- ------- -------
Property, plant & equipment, net 19,590 20,393 18,539
Other assets 135 469 138
------- ------- -------
Total Assets $51,929 $44,526 $46,626
======= ======= =======
</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>
December 31 June 30
------------------ -------
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 1999
------- ------- -------
(Unaudited)
<S> <S> <S> <S>
Current liabilities:
Current installments of long-term
debt $ 521 $ 466 $ 449
Accounts payable 8,249 6,052 7,441
Accrued expenses 4,944 4,410 5,369
------- ------- -------
Total current liabilities 13,714 10,928 13,259
------- ------- -------
Long-term debt, excluding current
installments 11,364 10,220 9,016
Other liabilities 954 1,080 901
------- ------- -------
Total liabilities 26,032 22,228 23,176
Shareholders' equity:
Common shares without par value
Authorized shares: 15,000,000; issued
6,873,780 shares at December 31, 1999,
6,851,250 shares at December 31, 1998
and June 30, 1999 21,062 20,950 20,950
Retained earnings 16,502 13,241 14,847
Equity adjustment from foreign
currency translation 1,002 1,092 492
Employee stock purchase plan loans
and deferred compensation (54) (89) (77)
Less cost of common shares in treasury;
1,903,473 shares at December 31, 1999,
1,945,888 shares at December 31, 1998,
1,925,668 shares at June 30, 1999 (12,615) (12,896) (12,762)
------- ------- -------
Total shareholders' equity 25,897 22,298 23,450
------- ------- -------
Total liabilities and shareholders'
equity $51,929 $44,526 $46,626
======= ======= =======
</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
AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<Caption
Three Months Ended Six Months Ended
December 31 December 31
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <S> <S> <S> <S>
Net sales $22,778 $17,502 $43,728 $32,416
Cost of sales 16,309 13,625 31,697 25,711
------- ------- ------- -------
Gross profit 6,469 3,877 12,031 6,705
Selling, general and
administrative expenses 4,508 3,280 8,506 6,698
Special and unusual expenses 376 293 606 1,091
------- ------- ------- -------
Operating income (loss) 1,585 304 2,919 (1,084)
------- ------- ------- -------
Other income (expense):
Interest income 11 18 25 31
Interest expense (203) (196) (379) (360)
Royalty income -- -- -- --
Currency losses (193) 3 (268) (64)
------- ------- ------- -------
Total other income (expense) (385) (175) (622) (393)
------- ------- ------- -------
Income (loss) before income
taxes 1,200 129 2,297 (1,477)
Income taxes 320 90 633 (199)
------- ------- ------- -------
Net income (loss) $ 880 $ 39 1,664 $(1,278)
------- ------- ------- -------
Other comprehensive income (loss):
Foreign currency translation
adjustments 12 24 510 379
------- ------- ------- -------
Comprehensive income (loss) $ 892 $ 63 $ 2,174 $ (899)
======= ======= ======= =======
PER SHARE DATA:
Basic net income (loss) per
common share $ .18 $ .01 $ .34 $ (.26)
======= ======= ======= =======
Weighted average number of
common shares outstanding 4,947 4,896 4,937 4,896
======= ======= ======= =======
Diluted net income (loss) per
common share $ .17 $ .01 $ .33 $ (.26)
======= ======= ======= =======
Adjusted weighted average number
of common
Shares, assuming dilution 5,222 4,896 5,104 4,896
======= ======= ======= =======
Dividends per common share $ -- $ -- $ -- $ --
======= ======= ======= =======
</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>
Six Months Ended
December 31
------------------
1999 1998
------- -------
(Unaudited)
<S> <S> <S>
Cash flows from operating activities:
Net income (loss) $ 1,664 $(1,278)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 2,365 2,109
Disposal of capital assets 93 14
Issuance of treasury shares as
compensation 75 --
Change in assets and liabilities:
Receivables (2,350) (750)
Inventories (3,209) (398)
Other assets 1,070 (644)
Accounts payable and accrued expenses 436 912
Income taxes 893 (291)
Deferred income taxes 4 --
------- -------
Net cash provided by (used in) operating
activities 1,041 (326)
------- -------
Cash flows from investing activities:
Capital expenditures (3,779) (2,753)
Proceeds from sales of fixed assets 326 --
------- -------
Net cash used in investing activities (3,453) (2,753)
------- -------
Cash flows from financing activities:
Proceeds from long-term debt 3,586 4,170
Repayments of long-term debt (1,137) (1,603)
Repayments of employee stock purchase
plan loans 22 15
Proceeds from exercised stock options 128 --
Repurchase of common shares (16) --
Proceeds from sale of treasury shares 63 52
------- -------
Net cash provided by financing activities 2,646 2,634
------- -------
Effect of exchange rate changes on cash 449 202
------- -------
Increase (decrease) in cash and cash
equivalents 683 (243)
Cash and cash equivalents at beginning of
period 845 959
------- -------
Cash and cash equivalents at end of period $ 1,528 $ 716
======= =======
</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)
DECEMBER 31, 1999 AND 1998, AND JUNE 30, 1999
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 indicator 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, 1999 and management's discussion and
analysis included in Part I, Item 2 in this report.
3. The Company recorded special and unusual charges of $376,000, before
taxes, in the quarter and $606,000 year to date. These expenses are
presented separately as a component of the operating income in the
consolidated statements of operations. These expenses are personnel
costs incurred to design and implement a new information and
enterprise resource planning system for North American and European
operations. This new system is being designed and implemented to
satisfy year 2000 requirements, enhance management and control
systems, improve customer service and vendor communications.
4. The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for hedging activities
and for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives). It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Robinson
Nugent will adopt the new standard in fiscal 2001. Robinson Nugent
does not expect adoption of this standard will have a material impact
on its financial statements.
<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 Six Months Ended
December 31 December 31
------------------- ------------------
1999 1998 1999 1998
-------- -------- ------- -------
<S> <S> <S> <S> <S>
United States:
Domestic $13,903 $10,958 $27,812 $20,758
Export to rest of world (1) 666 531 1,005
------- ------- ------- -------
Total sales to
customers 13,902 11,624 28,343 21,763
Intercompany 1,779 1,382 3,315 2,254
------- ------- ------- -------
Total United States 15,681 13,006 31,658 24,017
------- ------- ------- -------
Europe:
Total sales to domestic
customers 6,876 4,346 11,770 7,821
Intercompany 1,008 469 2,166 1,027
------- ------- ------- -------
Total Europe 7,884 4,815 13,936 8,848
------- ------- ------- -------
Asia:
Total sales to domestic
customers 2,000 1,532 3,615 2,832
Intercompany 2,413 1,027 3,513 1,918
------- ------- ------- -------
Total Asia 4,413 2,559 7,128 4,750
------- ------- ------- -------
Eliminations (5,200) (2,878) (8,994) (5,199)
------- ------- ------- -------
Consolidated $22,778 $17,502 $43,728 $32,416
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
INCOME (L0SS) BEFORE INCOME TAXES:
Three Months Ended Six Months Ended
December 31 December 31
---------------------- ------------------
1999 1998 1999 1998
-------- -------- ------- -------
<S> <S> <S> <S> <S>
United States(1) $ 445 $ 150 $1,236 $ (780)
Europe 525 (29) 768 (585)
Asia 230 8 293 (112)
------- ------- ------ -------
Consolidated $ 1,200 $ 129 $2,297 $(1,477)
======= ======= ====== =======
</TABLE>
(1) United States income (loss) before income taxes includes all of the
special and unusual charges presented separately as a component of
operating income (loss) in the consolidated statements of operations
as well as corporate expenses.
<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 second quarter ended December 31, 1999, amounted
to $23.7 million, up 32 percent from orders of $18 million in the same
quarter of the prior year. Customer orders for the six months ended
December 31, 1999 amounted to $50.8 million, up 46 percent from orders of
$34.8 million in the prior year. This increase in customer orders in the
first half of the year reflected a 27 percent increase in the United
States, a 103 percent increase in Europe and a 37 percent increase in
Asia. The Company increased its backlog of unshipped orders to $20.1
million, an increase of 57 percent compared to $12.8 million at December
31, 1998, and 55 percent compared to $13 million at June 30, 1999. The
Company's backlog in the United States has increased 29 percent due
primarily to increased orders of connectors for Internet related
applications such as servers, routers, hubs and other telecommunication
equipment. The European backlog increased 176 percent, primarily due to
an increase in customer orders of smart card reader connectors used in
digital satellite receivers and television set top boxes. Based on the
improved incoming order activity and a higher backlog of unshipped
orders, management anticipates a continuation of the Company's improved
performance as Robinson Nugent enters what has been traditionally the
strongest half of the fiscal year. Growth trends in the Company's target
market segments, including Internet related applications and satellite
communications interfaces, as well as the general connector market,
continue to be strong.
Net sales increased 30 percent in the quarter to $22.8 million compared
to $17.5 million in the second quarter of the prior year, and increased 9
percent compared to $20.9 million in the first quarter of the year.
Customer sales in the United States increased 20 percent to $13.9 million
compared to $11.6 million in the second quarter of the prior year. Year-
to-date customer sales in the United States increased 30 percent to $28.3
million compared to $21.8 million in the first half of the prior year.
The Company continues to experience higher levels of incoming orders and
sales activity on its more profitable backplane connectors, and its high-
density, surface mount, fine pitch board-to-board interconnect systems.
These types of connectors are used in communication and networking
components utilized to support the infrastructure of the Internet.
Profit margins remain strong in this region due to the Company's focus on
this highly technical and rapidly expanding market segment.
European customer sales increased 60 percent to $6.9 million compared to
$4.3 million in the second quarter of the prior year, and increased 51
percent to $11.8 million in the first six months of the year compared to
$7.8 million in the prior year. This sales increase is due primarily to
an increase in customer orders and sales of next-generation, value added
smart card readers with integrated printed circuits, as well as standard
single and double smart card reader connectors. These connectors are
currently in demand by major communication and digital satellite receiver
manufacturing companies in Europe. The European management team will
continue to focus its engineering and its sales effort on this growing
business niche. Based on higher incoming order activity and an increase
in the backlog of unshipped orders in these product categories,
management anticipates improved sales performance in this geographic
region as the year progresses. Profit margins in Europe have been under
pressure due to the weakening of the Euro when compared to the pound
sterling and the U.S. dollar. The feasibility of Robinson Nugent using
currency exchange rate hedging techniques to protect profit margins is
limited. Management will continue to pursue cost effective measures to
mitigate currency rate exposure risk.
<PAGE>
Customer sales in Asia, which includes sales generated from operations in
Japan, Malaysia and Singapore, were $2.0 million in the quarter compared
to $1.5 million in the second quarter of the prior year, and $3.6 million
year to date compared to $2.8 million in the prior year.
<TABLE>
<CAPTION>
Comparative sales by geographic territory for the respective periods
follows:
Three Months Ended Six Months Ended
($000 omitted) December 31 December 31
--------------------- -------------------
1999 1998 1999 1998
-------- -------- ------ -------
<S> <S> <S> <S> <S>
United States:
Domestic $13,903 $10,958 $27,812 $20,758
Export to rest of
world (1) 666 531 1,005
------- ------- ------- -------
Total sales to
customers 13,902 11,624 28,343 21,763
Intercompany 1,779 1,382 3,315 2,254
------- ------- ------- -------
Total United States 15,681 13,006 31,658 24,017
------- ------- ------- -------
Europe:
Domestic sales to
customers 6,876 4,346 11,770 7,821
Intercompany 1,008 469 2,166 1,027
------- ------- ------- -------
Total Europe 7,884 4,815 13,936 8,848
------- ------- ------- -------
Asia:
Domestic sales to
customers 2,000 1,532 3,615 2,832
Intercompany 2,413 1,027 3,513 1,918
------- ------- ------- -------
Total Asia 4,413 2,559 7,128 4,750
------- ------- ------- -------
Eliminations (5,200) (2,878) (8,994) (5,199)
------- ------- ------- -------
Consolidated $22,778 $17,502 $43,728 $32,416
======= ======= ======= =======
</TABLE>
Gross profits in the quarter ended December 31, 1999 amounted to $6.5
million or 28.4 percent of net sales, compared to $3.9 million or 22.2
percent of net sales in the prior year. Gross profits for the six months
amounted to $12 million or 27.5 percent of net sales compared to $6.7
million or 20.7 percent of net sales in the first half of the prior year.
Gross profits are net of engineering charges associated with new product
development, which amounted to $1.1 million or 4.8 percent of net sales
in the current quarter compared to $0.9 million or 5.1 percent of net
sales in the prior year. Year-to-date engineering charges were $2.3
million or 5.3 percent of net sales compared to $1.7 million or 5.2
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, and plant utilization. Gross
profits continue to be favorably impacted by the increase in sales of
newer, high-value Internet related products.
Selling, general and administrative expenses for the first half of the
year were $8.5 million compared to $6.7 million in the prior year.
Selling, general and administrative expenses of $4.5 million for the
three months ended December 31, 1999 increased 37 percent compared to
expenses of $3.3 million in the second quarter of the prior year. This
increase was due primarily to higher sales commission expenses and
operating expenses related to the new information system in Europe and
the United States.
The Company recorded special and unusual expenses of $0.4 million before
taxes, in the quarter. These expenses include personnel costs incurred to
design and implement the new information and enterprise resource planning
system in Europe and the Company's cable assembly operations in North
America. This system is now operational for all of the Company's
connector and cable assembly operations in the United States, Mexico and
Europe. The Company successfully completed the worldwide implementation
of its new information system in the quarter. This system was designed
and implemented to satisfy <PAGE>
Y2K requirements, enhance management and control systems, and improve
customer services and vendor communications.
Other income and expense for the three months ended December 31, 1999,
reflect expenses of $385,000 compared to $175,000 for the comparable
three-month period in the prior year and $622,000 compared to $393,000
for the comparable six-month period. Other income and expense reflected
currency losses in the current quarter of $193,000 compared to a currency
gain of $3,000 in the second quarter of the prior year which reduced
earnings per share by three cents ($.03) in the quarter. Current and
prior year-to-date results include currency losses of $268,000 and
$64,000 respectively. There was a slight increase in interest expense in
the current quarter and year to date compared to the prior year due to
increased borrowings. Currency losses in the quarter were generated
primarily in Europe and the United States, but were partially offset by
currency gains in Japan.
The provision for income taxes was provided using the appropriate
effective tax rates for each of the tax jurisdictions in which the
Company operates. 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 income in the quarter ended December 31, 1999 amounted to $0.9
million or 17 cents per share, compared to $39,000 or 1 cent per share in
the second quarter of the prior year. The net income for the six months
amounted to $1.7 million or 33 cents per share compared to a net loss of
$1.3 million or 26 cents per share in the prior year.
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
Working capital at December 31, 1999 amounted to $18.5 million compared
to $12.7 million at December 31, 1998 and $14.7 million at June 30, 1999.
The current ratio was 2.4 to 1 at December 31, 1999 compared to 2.2 to 1
at December 31, 1998. The increase in working capital, compared to the
prior year, primarily reflects a $4.7 million increase in accounts
receivable, partially offset by increases in accounts payable. Long-term
debt excluding current installments was $11.4 million as of December 31,
1999, and represented 44 percent of shareholders' equity at December 31,
1999, compared to $10.2 million or 46 percent of shareholders' equity at
December 31, 1998.
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.
INFORMATION SYSTEMS AND YEAR 2000 ISSUES
- ----------------------------------------
The Company successfully completed the implementation of its new
worldwide management information system in the quarter. This information
system addresses business and system processes including order
management, manufacturing resource planning, finance and accounting.
These systems were implemented at a total cost of approximately $6.8
million. All operations in North America, Europe and Asia have been
converted to Y2K compliant systems. The Company has incurred costs in
the current quarter and year to date of approximately $0.7 million and
$1.2 million respectively. Expenditures in the current quarter include
$0.4 million of personnel costs that are reflected in the special and
unusual expense category of the statement of operations, and $0.3 million
of capital expenditures. Funding for these expenditures has been
provided by operating activities, existing cash balances and borrowings
available under the existing credit facilities.
Expenses and capital expenditures for this project for the first six
months of the year were $0.6 million and $0.6 million respectively.
<PAGE>
The Company expects that this new integrated system will increase
operational efficiencies and support future growth. As of this date, the
Company has not experienced any significant adverse difficulties with any
of its systems, its key suppliers, vendors or customers' systems relative
to Y2K.
DIVIDEND ACTION
- ---------------
On January 27, 2000 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. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Robinson Nugent, Inc. was
held on November 4, 1999 for the following purposes:
1. Election of one (1) director to hold office for two (2)
years from the meeting date as follows:
Vote
----------------------------
Shares: For Withheld No Vote
--- -------- -------
James W. Robinson 3,788,333 51,599 --
Election of three (3) directors to hold office for three
(3) years from the meeting date as follows:
Vote
----------------------------
Shares: For Withheld No Vote
--- --------- -------
Larry W. Burke 3,787,733 52,199 --
Donald C. Neel 3,788,333 51,599 --
Ben M. Streepey 3,788,433 51,499 --
The following directors shall continue their term of office as
a director from November 4, 1999:
Samuel C. Robinson - 1 year
Jerrol Z. Miles - 1 year
Richard W. Strain - 1 year
Patrick C. Duffy - 2 years
Richard L. Mattox - 2 years
2. Ratification of the selection of Deloitte & Touche LLP as
certified public accountants for the Company for the fiscal
year ending June 30, 2000.
Vote
---------------------------------
For Against Abstain No Vote
--- ------- ------- --------
Shares: 3,785,529 51,678 2,725 --
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits.
<PAGE>
(b) No reports or Form 8-K were filed during the quarter ended
December 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 January 27, 2000 /s/ Larry W. Burke
----------------- ---------------------
Larry W. Burke
President and Chief Executive Officer
Date January 27, 2000 /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.)
<PAGE>
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.)
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 Amendment of the 1993 Robinson Nugent, Inc.
Employee and Non-Employee Director Stock
Option Plan. (Incorporated by reference to
Exhibit 10.7 to Form 10-K Report for year
ended June 30, 1998.)
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.
<PAGE>
(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 DECEMBER 31, 1999 AND IS
QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,528
<SECURITIES> 0
<RECEIVABLES> 15,283
<ALLOWANCES> 564
<INVENTORY> 13,841
<CURRENT-ASSETS> 32,204
<PP&E> 64,990
<DEPRECIATION> 45,400
<TOTAL-ASSETS> 51,929
<CURRENT-LIABILITIES> 13,714
<BONDS> 0
<COMMON> 21,062
0
0
<OTHER-SE> 4,835
<TOTAL-LIABILITY-AND-EQUITY> 51,929
<SALES> 43,728
<TOTAL-REVENUES> 43,728
<CGS> 31,697
<TOTAL-COSTS> 31,697
<OTHER-EXPENSES> 9,112
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 379
<INCOME-PRETAX> 2,297
<INCOME-TAX> 633
<INCOME-CONTINUING> 1,664
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,664
<EPS-BASIC> .34
<EPS-DILUTED> .33
</TABLE>
