SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
|_X_| Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
__
|__| Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the transition period from __________ to __________
Commission file number 1-1212
DRIVER-HARRIS COMPANY
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-0870220
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
308 Middlesex Street, Harrison, NJ 07029
- ------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201)483-4802
-------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
-------------------- ---------------------
Common stock - par
value $0.83 1/3 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ X ]
The aggregate market value of the voting stock held by non-affiliates and the
total number of common shares outstanding as of March 18, 1996:
Market Value - $7,946,508 Common Stock - 1,297,389 shares
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the annual proxy statement dated May 3, 1996 are incorporated into
Part III.
<PAGE>
PART I
Item 1. Business
(a) General Development of Business
The Company, directly and through its subsidiaries and affiliate, is
engaged in the business of manufacturing and marketing non-ferrous metal
products, principally electrical resistance wire and insulated electrical wire
and cable.
On April 7, 1994 (effective March 18, 1994), the Company restructured its
operations (the "Restructure") because of its liquidity problems and to
strengthen its competitive position in the industry. Pursuant to the
Restructure, the Company combined its overseas resistance wire operations with
Harrison Alloys Inc. (Harrison) by (i) forming a holding company, HAI Holding
Company Inc. (Holding), owned fifty percent by the Company and fifty percent by
a corporation organized by the former common shareholders of Harrison; (ii)
contributing the Company's overseas resistance wire manufacturing subsidiaries
(subject to liens under existing bank loans) and its approximately 24%
shareholding in Harrison to Holding; and (iii) causing Harrison to assume
significant obligations of the Company as explained below. In conjunction with
the Restructure, Harrison became a wholly owned subsidiary of Holding, which in
turn transferred the Driver-Harris subsidiaries to Harrison. As a result of
the Restructure, Harrison will conduct all of its operations located in
Harrison and Somerset, NJ and Spartanburg, SC and the Driver-Harris
operations located in Italy, France, the U.K., Spain and Australia (see below).
As part of the foregoing transaction, Harrison assumed certain obligations
of the Company and its U.S. operating subsidiary, Driver-Harris Alloys Inc.
(Alloys), including approximately $1.8 million of debt incurred for investment
in the Company's Italian subsidiary, $1,489,000 of loans of Alloys, all
potential environmental obligations with respect to Alloys' U.S.
manufacturing facilities, and the Company's commitment to share with Harrison
the cost of health care and life insurance benefits for certain retirees. As
additional consideration to Driver-Harris, Harrison was required to make
aggregate cash payments of $300,000; it is also required to pay license fees
and commissions totaling $500,000 per year from 1994 to 2003.
For further details of this transaction, reference is made to Note 3 to the
consolidated financial statements.
On November 29, 1994, effective September 30, 1994, Alloys transferred
substantially all of its assets to Harrison in exchange for the assumption by
Harrison of an equivalent amount of liabilities (all assets and liabilities were
taken into account at net book value). This transaction was the result of the
exercise by Harrison on June 14, 1994 of an option granted in 1987. The
transferred assets consisted principally of inventory and equipment located at
the Harrison and Somerset, NJ and Spartanburg, SC plants of Alloys as well as
the land and factory building in Somerset, NJ. These assets constituted the
U.S. portion of the Company's electrical resistance wire manufacturing
business; the foreign portion had been transferred to Harrison in the
foregoing restructuring.
<PAGE>
Item 1. Business (continued)
After the transactions described above, the Company, in addition to its 50%
ownership of Harrison, continues to own Irish Driver-Harris Co. Ltd., a producer
of insulated electrical wire and cable, located in Ireland and the U.K., and
Quality Heat Treatment Pty. Ltd., a company in the furnace manufacturing and
heat treating business, located in Australia.
In February 1996, Harrison Alloys Inc. ("Harrison"), a fifty percent owned
company, sold its foreign operations to Kanthal AB, a Swedish company, and used
a portion of the proceeds to repay a bank loan ($2,529,000) which the Company
guaranteed. See Note 13 for further information.
(b) Financial Information About Industry Segments
For the three years ended December 31, 1995, the Registrant operated in a
single industry segment, metal products.
(c) Narrative Description of Business
(i) After giving effect to the 1994 transactions described in item 1(a),
the principal products manufactured by the Registrant and its subsidiaries are
insulated electrical wire and cable. These products are sold principally to the
construction, appliance, and electrical equipment industries and are distributed
through the Company's own sales staff. The Registrant also owns 50% of
Harrison, which manufactures electrical resistance wire products.
The following represents a breakdown of the Registrant's total net
sales for the last three fiscal years (in thousands):
<TABLE>
Electrical
Resistance Wire(a)
Insulated ------------------------
Electrical Foreign
Wire & Cable Alloys Subsidiaries Other
------------ ------ ------------ -----
<S> <C> <C> <C> <C>
1993 $21,488 $27,295 $32,297 $2,382
1994 25,413 23,196 8,250 2,688
1995 32,745 - - 2,598
</TABLE>
(a) All of these companies were divested in 1994 - see 1(a).
(ii) No significant new products were introduced during the past fiscal
year.
(iii) The principal sources of raw material for insulated electrical wire
and cable products - copper wire conductor and PVC insulating materials - are
refining and chemical companies, respectively. During the past fiscal year,
availability of raw materials was satisfactory, although copper prices rose to
some extent.
<PAGE>
Item 1. Business (Continued)
(iv) The Company owns certain trademarks which are maintained
internationally. As part of the March 1994 restructuring described in item
1(a), the Company granted Harrison an exclusive license to use certain
trademarks in consideration for specified license fees.
There are no patents, licenses, franchises or concessions held that
are material to the business of the Registrant or its subsidiaries.
(v) The business of the Registrant is not of a seasonal nature.
(vi) Following industry practice, the Registrant and its subsidiaries
grant payment terms to their customers ranging from 60 days to 150 days
depending on the countries where the companies do business. Inventory turn
of insulated electrical wire and cable products is relatively rapid because
of the Company's ability to respond quickly to customers' orders.
(vii) The Registrant and its subsidiaries are not dependent upon a single
customer or very few customers for a material part of their business.
(viii) The following amounts represent the backlog of orders believed to
be firm as of the end of each fiscal year; all were expected to be filled within
the following fiscal year:
<TABLE>
Irish Driver-Harris Co.Ltd.,
and Quality HeatTreatment Pty. Ltd.
-----------------------------------
<S> <C>
December 31, 1994 $ 450,000
December 31, 1995 922,000
</TABLE>
(ix) No material portion of the business of the Registrant and its
subsidiaries is subject to renegotiation of profits or termination of contracts
or subcontracts at the election of the U.S. government.
(x) The Registrant's insulated wire and cable products are marketed
primarily in Ireland, the U.K., the European continent, and the Mid and Far
East. Such products are essentially similar to those of its competitors of
which there are many, some substantially larger than the Company. The
principal methods of competition are price, quality, and fast response to
customers' orders.
(xi) The Registrant believes that the cost of research and development
activities was not material during the past three fiscal years. No employees
were engaged in such activities on a full-time basis during that period. All
research and development projects are performed by engineering and production
personnel in conjunction with other functions without separate accounting
therefor.
(xii) Pursuant to the agreement with Harrison described in item 1(a), the
latter company has assumed all environmental obligations with respect to the
Company's former U.S. plant facilities. Such remaining obligations are
presently estimated at approximately $160,000.
<PAGE>
Item 1. Business (continued)
(xiii) The number of persons employed by the Registrant and its
subsidiaries at the end of the last fiscal year was 132.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
(1) Information regarding foreign and domestic operations is provided in
Note 12 to the consolidated financial statements.
(2) The Registrant depends heavily on foreign operations for the
generation of earnings. The insulated wire and cable operations are located in
Ireland and the U.K. These countries are considered to have relatively stable
governments and minimum political risk; nonetheless there is exposure to
fluctuations in currency exchange rates and normal business risk.
(e) Executive Officers of the Registrant
Name Age Position
Frank L. Driver IV 35 President
Lavinia Z. Emery 51 Secretary and Assistant
Treasurer
Thomas J. Carey 59 Chief Financial Officer
Officers are elected annually by the Board of Directors for one-year
terms expiring in June.
Mr. Frank L. Driver IV joined the Company in 1989 as Assistant
Controller; in 1991 he was elected Vice President-Marketing and in 1993 he also
became Vice President-Finance. In September 1994, he was elected President.
Prior to joining the Company, he was a senior financial analyst with General
Motors Corp. Mr. Driver is the nephew of Mr. David A. Driver, a Director of the
Company.
Mrs. Lavinia Z. Emery joined the Company in 1982 in an administrative
capacity. In 1985 she was elected Assistant Secretary and Assistant Treasurer.
In 1988 she was elected Secretary and Assistant Treasurer.
Mr. Thomas J. Carey was hired by the Company as a Consultant and
Chief Financial Officer in 1995. Prior to joining the Company, he was Chief
Financial Officer of the Home News Company, New Brunswick, NJ and prior to that
a partner of Deloitte & Touche.
Item 2. Properties
After the 1994 divestitures described in item 1(a), the principal
property of the Registrant and its subsidiaries is a wire insulating plant in
Ireland. It was constructed in 1990 and is deemed adequate for the enterprise.
It is owned by the Irish subsidiary and is subject to liens by a lender.
<PAGE>
Item 3. Legal Proceedings
None of material nature.
Item 4. Submission of Matters to a Vote of Security Holders.
None in the fourth quarter of 1995.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
(a) The Company's common stock is traded on the American Stock Exchange.
The high and low sales prices for the stock were as follows:
<TABLE>
1995 1994
Quarter High Low High Low
<S> <C> <C> <C> <C>
First 5 1/8 5 7 1/4 6
Second 5 3/8 5 1/4 6 5
Third 5 5/8 5 3/8 6 5 1/4
Fourth 6 5 3/4 6 1/8 5
</TABLE>
(b) The approximate number of common shareholders as of March 8, 1996 was
300. This figure represents the sum of the number of shareholders of record,
plus an estimate of the number of individual shareholders whose shares are held
collectively by stockbrokers.
(c) The Company has not paid cash dividends during 1994 and 1995. The
note payable to the Pension Benefit Guaranty Corporation (PBGC) prohibits the
payment of cash dividends without permission of the PBGC (reference is made to
Note 8 to the consolidated financial statements).
Item 6. Selected Financial Data
<TABLE>
Y e a r E n d e d D e c e m b e r 3 1
Pro Forma
1995 1994 1994 1993 1992 1991
(Dollar amounts in thousands, except per share data)
<S>
Net Sales and other
<S> <C> <C> <C> <C> <C> <C>
revenues $36,719 $29,060 $60,558 $83,997 $87,702 $87,885
Income (Loss) before
extraordinary item 1,332 (490) (976) (1,992) (4,490) (4,143)
Extraordinary item - - - - - 167
------ ------ ------ ------ ------ ------
Net Income (Loss) 1,332 (490) (976) (1,992) (4,490) (3,976)
Total assets 16,255 - 15,893 38,609 42,676 48,168
Long-term debt 2,419 - 2,734 4,098 3,664 2,500
Per Common Share:
Income (Loss) before
extraordinary item $ 1.03 $(.38) $(.75) $(1.54) $(3.50) $(3.23)
Extraordinary item - - - - - .13
----- ---- ----- ----- ----- ----
Net Income (Loss) $ 1.03 $(.38) $(.75) $(1.54) $(3.50) $(3.10)
===== ==== ===== ===== ===== ====
</TABLE>
<PAGE>
Item 6. Selected Financial Data (continued)
In 1994, the Company restructured its foreign electrical resistance
wire operations and divested its U.S. operating company.
In 1993, the Company adopted SFAS 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions". This change increased the 1993
net loss by $180,000 ($.14 per share).
In 1992, the Company adopted SFAS 109 "Accounting for Income Taxes".
This change had no effect on operating results.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition:
The Company, directly and through its subsidiaries and affiliate, is
engaged in the business of manufacturing and marketing non-ferrous metal
products, principally electrical resistance wire and insulated electrical wire
and cable.
In March 1994, the Company restructured its operations by combining its
overseas resistance wire operations with Harrison Alloys Inc. (Harrison). The
latter is referred to herein as "related company". Effective September 30,
1994, the Company transferred substantially all the assets of its U.S.
operating subsidiary, Driver-Harris Alloys (Alloys), to Harrison in exchange
for the assumption by Harrison of an equivalent amount of liabilities.
Harrison is required to pay to the Company license fees and commissions
totalling $500,000 per year from 1994 to 2003, which is recorded in other
income.
For details of these transactions reference is made to Notes 3 and 4 to the
financial statements.
As part of the Alloys divestiture, all agreements between Harrison, Alloys,
and the Company, relating to the manufacture, financing, and distribution of
products in the U.S., were terminated effective September 30, 1994.
Under the New Jersey Industrial Site Recovery Act certain clean-up
procedures must be completed with respect to the New Jersey locations. Harrison
has assumed all of the obligations and liabilities of the Registrant and Alloys
under any federal and state environmental laws pursuant to the March 1994
restructuring.
After the foregoing transactions, the Company, in addition to its 50%
ownership of Harrison, continues to own Irish Driver-Harris Co. Ltd., a producer
of insulated electrical wire and cable, located in Ireland and the U.K., and
Quality Heat Treatment Pty. Ltd., a company in the furnace manufacturing and
heat treating business, located in Australia.
At December 31, 1995, the Company's subsidiaries had available bank lines
of credit of approximately $3,900,000, of which $683,000 was in use. Based on
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
anticipated cash flow from operations, the Company believes it has adequate cash
flow to meet its ongoing obligations which include debt repayments and capital
commitments of its subsidiaries.
Results of Operations
Year ended December 31, 1995 compared to year end December 31, 1994 (Pro Forma)
The accompanying consolidated statements of operations for 1994, include
the operations of subsidiaries which were divested during the year, to the
approximate dates of their disposal. These are March 31, 1994 for the overseas
resistance wire manufacturing companies and September 30, 1994 for Alloys. The
pro-forma consolidated data for 1994 gives effect to the aforementioned
restructuring and the divestiture of the assets of Alloys, as if both
transactions had occurred on January 1, 1994. The following comparisons relate
to the year ended December 31, 1995 and pro forma consolidated data for 1994.
Net sales to customers increased by more than 25% for the year and more
than 17% for the last quarter compared to 1994. This was principally due to
increased sales prices and the impact of higher exchange rates. The increases
in sales prices were caused by the higher cost of raw materials, primarily
copper and PVC. Since increases in sales prices generally lag higher costs,
the gross profit percentage dropped from 16.2% for the year 1994 to 14.4% for
1995 although it increased to 17% for the last quarter of 1995. Selling,
general and administrative expense in 1995 remained relatively constant and
therefore decreased as a percentage of net sales from 15.2% in 1994 to 12.3%
in 1995. Higher average borrowings through 1995 resulted in increased
interest expenses.
In 1994, the Company recorded a charge of $1,097,000 representing its
equity in the net loss of Harrison. In 1995, the Company recorded income of
$140,000 from its equity in this investment. The recognition of past losses has
reduced the carrying amount of the Company's investment in Harrison to a
negative balance (liability), which combined with a deferred credit resulting
from the March 1994 restructuring equaled the balance of a bank loan of
Harrison which the Company has guaranteed. Losses from the Company's
investment in Harrison are recognized only to the extent of the bank loan
guaranty. Subsequent to December 31, 1995 this bank loan was paid in full in
connection with the sale of Harrison's overseas operations and accordingly a
gain will be recognized in 1996 (see Note 13).
During 1995, Harrison made aggregate principal payments of $438,000 under
the bank loan. Accordingly, Driver-Harris recorded income from its equity in
Harrison of $140,000 and amortization of the deferred credit of $298,000 (which
is included in other income).
The low income tax provision in 1995 is primarily because the proceeds of
officer's life insurance included in other revenues is not taxable income to the
Company and due to the benefits of operating loss carryovers used in the United
States. The tax valuation allowance decreased by $103,000 from December 31,
1994 to December 31, 1995 which is primarily due to the use of net operating
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
loss carryforwards. In 1995 and 1994, no tax benefits were available for
foreign subsidiaries experiencing losses. The utilization of tax loss
carryforwards provided tax benefits of $42,000 and $14,000 in the 1995 and
1994 periods, respectively.
Year ended December 31, 1994 compared to year ended December 31, 1993
Sales to related company are to Harrison, a 50%-owned affiliate since the
March 1994 restructuring described under "Financial Condition" above. Pursuant
to an agreement with Alloys, selling prices were equal to the subsidiary's costs
and expenses.
For 1994, net sales of operating units continuing as part of the Company
throughout the entire year, rose 17.7% compared with the preceding year. This
increase reflects principally higher unit volume. Prices on average were
slightly higher than last year and foreign currency rates moved up somewhat.
Basic raw material costs of continuing companies rose during 1994.
Selling prices, however, could not be raised in step with the higher costs.
As a result, the gross profit was 3.0 percentage points lower than in 1993.
Selling, general and administrative expenses of these units increased 6.6% in
absolute terms; relative to sales, however, they decreased 1.6 percentage
points. In addition, there were currency exchange losses of $29,000 in 1994,
compared with gains of $133,000 in 1993.
During the years 1994 and 1993 the Company's equity in the operating
results of Harrison consisted of losses of $1,097,000 and $359,000,
respectively. The recognition of these losses reduced the carrying amount of
the Company's investment in Harrison to a negative balance (liability) of
$1,701,000 at December 31, 1994. This amount combined with a deferred credit
of $1,266,000 which originated from the March 1994 restructuring described
above, equaled the balance of a bank loan of Harrison which the Company has
guaranteed (see Note 8).
The Company's relationship with Harrison dates back to 1985 when Alloys
was reorganized by transferring certain of its assets to the newly organized
Harrison, in consideration for the assumption by the latter of a large portion
of Alloys' bank debt which the Company guaranteed, and the issuance of certain
non-voting Harrison capital stock to Alloys. Since then Harrison has provided
the predominant share of debt service. While the combined Harrison and Alloys
bank borrowings have been significantly reduced since 1985, Harrison and Driver-
Harris Company had a common interest in managing the U.S. operations to maximize
the cash flow available for debt service.
The Company generally incurs income taxes in operating units which
generate earnings, while no tax benefits are available or can be anticipated in
units experiencing losses. This is the principal reason for the
disproportionate income tax provisions for the years 1994 and 1993.
The 1994 and 1993 operating results include utilization of approximately
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
$14,000 and $340,000, respectively of net operating loss carryforwards. The
related tax benefits of $5,000 and $128,000, respectively have been netted
against the provision for income taxes.
Item 8. Financial Statements and Supplementary Data
This information is submitted in a separate section of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The table listing this information with respect to directors of the
Company, and the statement of compliance with Sec. 16(a) of the Exchange Act,
included in the proxy statement anticipated to be filed on or about May 3, 1996,
is herein incorporated by reference. The information with respect to executive
officers is included in Part I of this Form 10-K.
Item 11. Executive Compensation
The information with respect to officers and directors of the Company,
included in the proxy statement anticipated to be filed on or about May 3, 1996,
is herein incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item, included in the proxy statement
anticipated to be filed on or about May 3, 1996, is herein incorporated by
reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item, included in the proxy statement
anticipated to be filed on or about May 3, 1996, is herein incorporated by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)(1) and (2) - This portion of Item 14 is submitted in a separate section
of this report.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K. (continued)
(3) Listing of Exhibits
Exhibit 3. Certificate of Incorporation and By-Laws
Exhibit 10. Material contracts
Exhibit 21. Subsidiaries of the Registrant
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
None filed in the fourth quarter of 1995.
(c) Exhibits Incorporated by
Reference to SEC
Form
Exhibit 3. Articles of Incorporation 8-K dated
and By-Laws November 1, 1982
Amendments thereto 8-K dated
June 17, 1987
Exhibit 10. Material Contracts:
Third Amended and Restated Loan
Agreement with several banks, dated
November 12, 1992; loan agreement
with Textron Financial Corporation
dated October 29, 1992, and related 10-Q dated
Mortgage and Promissory Note dated September 30, 1992
November 12, 1992
Settlement Agreement with Pension 8-K dated
Benefit Guaranty Corporation dated December 22, 1993
December 22, 1993
Amended and Restated Agreement between
Harrison Alloys Inc., Driver-Harris
Company, HAI Industries Inc., and
HAI Holding Company Inc., dated 8-K dated
March 18, 1994 April 7, 1994
Letter agreement amending the Third
Amended and Restated Loan Agreement
with several banks, dated as of 8-K dated
March 18, 1994 April 7, 1994
Note Modification Agreement, Loan and
Security Agreement Modification
Agreement, and Release of Guaranty
between Driver-Harris Alloys Inc.,
Harrison Alloys Inc., and Textron
Financial Corporation, all dated 8-K dated
February 25, 1994 April 7, 1994
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-k
(continued)
Exhibit 21. Subsidiaries of the Registrant as of December 31, 1995
SUBSIDIARIES OF THE REGISTRANT
Name Jurisdiction of Incorporation
Driver-Harris Alloys Inc. New Jersey (Inactive
corporation)
Irish Driver-Harris Co. Ltd. Ireland
Kingston Cable Distributors Ltd. United Kingdom
(subsidiary of Irish Driver-Harris Co. Ltd.)
Quality Heat Treatment Pty. Ltd. Australia
(d) Financial Statement Schedules -- This portion of Item 14 is
submitted in a separate section of this report.
Financial Statements of HAI Holding Company Inc. - 1994 financial
statements incorporated by reference to 1994 SEC Annnual Report on Form 10-K
filed April 14, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DRIVER-HARRIS COMPANY
March 29, 1996 Thomas J. Carey
- -------------------------- --------------------------------
Date Thomas J. Carey
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Ralph T. Bartlett David A. Driver
- -------------------------------- ------------------------------------
Ralph T. Bartlett David A. Driver
Director Director
Date: March 29, 1996 Date: March 29, 1996
H. L. Biggerstaff Frank L. Driver IV
- -------------------------------- -------------------------------------
H. L. Biggerstaff Frank L. Driver IV
Director Director and President
Date: March 29, 1996 Chief Executive Officer
Date: March 29, 1996
<PAGE>
Annual Report on Form 10-K Item 8,
Item 14(a)(1) and (2), (c) and (d)
List of Financial Statements and
Financial Statement Schedules
Certain Exhibits
Financial Statement Schedules
Driver-Harris Company and Subsidiaries
December 31, 1995
<PAGE>
Driver-Harris Company and Subsidiaries
Form 10-K-Item 14(a)(1) and (2)
List of Financial Statements and Financial Statement Schedules
The following consolidated financial statements of Driver-Harris Company and
subsidiaries are included in Item 8:
Consolidated Balance Sheets-December 31, 1995 and 1994 Page 19
Consolidated Statements of Operations-Years ended December 31,
1995, 1994 and 1993 Page 21
Consolidated Statements of Stockholders' Equity-Years ended
December 31, 1995, 1994 and 1993 Page 22
Consolidated Statements of Cash Flows-Years ended December 31,
1995, 1994 and 1993 Page 23
Notes to Consolidated Financial Statements Page 24
The following consolidated financial statement schedules of Driver-Harris
Company and subsidiaries are included in Item 14(d):
Schedule I-Condensed Financial Information of Registrant Page39
Schedule II-Valuation and Qualifying Accounts Page43
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
<PAGE>
Report of Independent Auditors
Board of Directors
Driver-Harris Company
We have audited the accompanying consolidated balance sheets of Driver-Harris
Company and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995. Our audits also
included the financial statement schedules listed at Item 14(a). These
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits. We did not
audit the financial statements of certain foreign consolidated subsidiaries
which statements reflect total assets constituting 25% in 1995 and 14% in
1994, and total revenues constituting 9% in 1995, 7% in 1994 and 4% in 1993
of the related consolidated totals. Those statements were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as
it relates to data included for such subsidiaries, is based solely on the
reports of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports
of other auditors provide a reasonable basis for our opinion.
In our opinion, based upon our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Driver-Harris Company
and subsidiaries at December 31, 1995 and 1994, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth herein.
MetroPark, New Jersey
March 14, 1996 ERNST & YOUNG LLP
<PAGE>
AUDITORS' REPORT TO THE MEMBERS
OF
KINGSTON CABLE DISTRIBUTORS LIMITED
We have audited the accompanying balance sheets of Kingston Cable Distributors
Limited as of 31 December 1995 and 31 December 1994 and the related statements
of profit and loss and cash flows for the year/period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kingston Cable Distributors
Limited as of 31 December 1995 and 31 December 1994, and the results of its
operations and its cash flows for the year/period then ended in conformity
with generally accepted accounting principles.
14 March 1996 Signed: James, Stanley & Co.
-----------------------------
Registered Auditor
Chartered Accountants
1733 Coventry Road
South Yardley
Birmingham
B26 1DT
<PAGE>
AUDITORS' REPORT TO THE MEMBERS
OF
QUALITY HEAT TREATMENT PTY. LTD.
I have audited the accompanying balance sheet of Quality Heat Treatment Pty.
Ltd. as of 31st December, 1995, and the related statement of profit and loss
for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material mis-
statement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quality Heat Treatment Pty.
Ltd. as of 31st December, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
12th February, 1996 Signed: G. D. Trott
---------------------
Registered Company Auditor
150 Williams Road
East Prahran, 3181, Australia
<PAGE>
Driver-Harris Company and Subsidiaries
Consolidated Balance Sheets
Dollar Amounts in Thousands
<TABLE>
December 31
1995 1994
------------------
Assets
Current assets:
<S> <C> <C>
Cash $ 479 $ 461
Receivables,less allowances of $278
and $376 7,816 7,494
Inventories:
Materials 598 658
In process 204 226
Finished 2,328 2,160
------ ------
3,130 3,044
Prepaid expenses 386 227
------ ------
Total current assets 11,811 11,226
Other assets 65 369
Property, plant and equipment, at cost:
Land and buildings 2,869 2,738
Machinery and equipment 2,967 2,701
Office equipment 412 419
------ ------
6,248 5,858
Less accumulated depreciation and
amortization 1,869 1,560
------ ------
4,379 4,298
------ ------
$16,255 $15,893
====== ======
Liabilities and stockholders' equity
Current liabilities:
Short-term borrowings $ 704 $ 1,762
Current portion of long-term debt 522 512
Accounts payable 5,888 5,295
Accrued expenses 1,059 843
Income taxes payable 106 86
------ ------
Total current liabilities 8,279 8,498
Long-term debt 2,419 2,734
Deferred foreign income taxes 157 110
Postretirement benefit liabilities 205 417
Investment in related company 1,561 1,701
Deferred credit-related company 968 1,266
Sundry liabilities 222 259
Stockholders' equity:
Common stock--par value $0.83 1/3 per share:
Authorized 3,000,000 shares; issued 1,624,928
shares (including 127,539 and 130,389 treasury
shares and 200,000 pledged shares) 1,187 1,187
Additional paid-in capital 1,997 1,982
Retained earnings (deficit) 1,143 (189)
Equity adjustment from translation (1,883) (2,072)
------ ------
2,444 908
Commitments and contingencies
------- ------
$16,255 $15,893
======= ======
</TABLE>
See accompanying notes.
<PAGE>
Driver-Harris Company and Subsidiaries
Consolidated Statements of Operations
Dollar Amounts in Thousands, Except per Share Data
<TABLE>
Year ended December 31 Pro Forma
1995 1994 1993 1994
---- ---- ---- ----
(Unaudited
Note 5)
Revenues:
Net sales:
<S> <C> <C> <C> <C>
Customers $35,343 $36,351 $56,167 $28,101
Related company 23,196 27,295
Other revenues 1,376 1,011 535 959
------ ------ ------ ------
36,719 60,558 83,997 29,060
Costs and expenses:
Cost of sales:
Customers 30,258 30,156 45,597 23,540
Related company 23,196 27,295
Selling, general and
administrative 4,362 6,102 10,604 4,263
Interest expense 829 855 1,696 575
Foreign exchange (gain) loss and
sundry (20) 52 320 15
Equity in net (gain) loss of
related company (140) 1,097 359 1,097
----- ------ ------ ------
35,289 61,458 85,871 29,490
------ ------ ------ ------
Income (loss) before income taxes 1,430 (900) (1,874) (430)
Income taxes 98 76 118 60
------ ------ ------ ------
Net income (loss) $ 1,332 $ (976)$(1,992) $ (490)
====== ====== ====== ======
Net income (loss) per share $1.03 $ (.75) $(1.54) $(.38)
</TABLE>
See accompanying notes.
<PAGE>
Driver-Harris Company and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the three years ended December 31, 1995
Dollar Amounts in Thousands
<TABLE>
Equity
Additional Retained Adjustment
Common Paid-In Earnings from Trans-
Stock Capital (Deficit) lation Total
------ -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1993 $1,187 $1,966 $ 2,886 $(2,124) $ 3,915
Sale of 2,349 treasury
shares 15 15
Net loss (1,992) (1,992)
Adjustments from exchange
rate changes (717) (717)
-----------------------------------------------
Balance at December 31, 1993 1,187 1,981 894 (2,841) 1,221
Sale of 219 treasury shares 1 1
Net loss (976) (976)
Loss for December 1993 of
subsidiary which changed
its fiscal year (107) (107)
Adjustments from exchange
rate changes 769 769
-----------------------------------------------
Balance at December 31, 1994 1,187 1,982 (189) (2,072) 908
Sale of 2,850 treasury
shares 15 15
Net income 1,332 1,332
Adjustments from exchange
rate changes 189 189
-----------------------------------------------
Balance at December 31, 1995 $1,187 $1,997 $ 1,143 $(1,883) $2,444
===============================================
</TABLE>
See accompanying notes.
<PAGE>
Driver-Harris Company and Subsidiaries
Consolidated Statements of Cash Flows
Dollar Amounts in Thousands
<TABLE>
Year ended December 31
1995 1994 1993
------------------------
Operating activities
<S> <C> <C> <C>
Net income (loss) $ 1,332 $ (976) $(1,992)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 471 966 1,643
Provision for doubtful accounts (113) 225 182
Equity in related company (140) 1,097 359
Deferred credit (298) (249) 74
Account with related company (50) (308) 1,304
Settlement of pension liability (304)
Receivables 219 (1,084) 155
Inventories (32) (2,487) 909
Accounts payable and accrued expenses 689 2,623 2,413
Sundry (164) (100) 225
---------------------------
Net cash provided by (used in) operating
activities 1,914 (293) 4,968
Investing activities
Capital expenditures (441) (1,301) (2,668)
Sundry 34 (37) (33)
---------------------------
Net cash used in investing activities (407) (1,338) (2,701)
Financing activities
Change in short-term debt (1,083) 260 (2,256)
Proceeds from issuance of long-term debt 232 1,342 997
Reduction of long-term debt (662) (1,458) (1,139)
Cash of companies included in
restructuring (503)
Loans from related company 1,800
Sundry 15 2 102
--------------------------
Net cash provided by (used in)
financing activities (1,498) 1,443 (2,296)
Effect of exchange rate changes on cash 9 49 (47)
---------------------------
Net change in cash 18 (139) (76)
Cash at beginning of year 461 600 676
--------------------------
Cash at end of year $ 479 $ 461 $ 600
==========================
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 744 $ 743 $ 1,525
Income taxes 8 17 61
</TABLE>
See accompanying notes.
<PAGE>
Driver-Harris Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
1. Summary of Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Driver-Harris
Company (the "Company") and its majority controlled subsidiaries. Intercompany
accounts, transactions and profits have been eliminated in consolidation. The
financial statements of Irish Driver-Harris Company Ltd. and its subsidiary are
included in consolidation for their year ended November 30, 1993. During 1994,
these subsidiaries changed to the calendar year. The net loss for the month of
December 1993 ($107,000), was charged directly to retained earnings.
Harrison Alloys Inc. ("Harrison"), a fifty percent owned company, is recorded on
the equity method of accounting. The recognition of losses has reduced the
carrying amount of the Company's investment in Harrison to a negative balance
(liability) of $1,561,000 at December 31, 1995. This amount, combined with a
deferred credit of $968,000 which originated from the March 1994 restructuring
described in Note 3, is equal to the balance of a bank loan of Harrison
($2,529,000) at December 31, 1995 which the Company has guaranteed (see Notes 8
and 13). Therefore, the Company no longer accounts for Harrison under the
equity method of accounting as the Company's investment is equal to the
guaranteed Harrison bank loan. However, under the Company's method of
accounting for this investment, income which amounted to $140,000 for the
year 1995, is recognized to the extent of the reduction in the bank loan
which the Company has guaranteed.
Inventories
Inventories are stated at the lower of cost or market. Cost was determined
by the first-in, first-out (FIFO) method for all inventories.
Property, Plant and Equipment
Depreciation has been provided principally by the straight-line method based
upon estimated useful lives of the depreciable assets.
Income Taxes
Deferred income tax assets and liabilities are computed annually for differences
between the financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted
tax laws and rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized. Income tax expense is the tax payable or refundable for the period
plus or minus the change during the period in deferred tax assets and
liabilities.
<PAGE>
1. Summary of Accounting Policies (continued)
Revenue Recognition
Sales revenues are recognized at the time products are shipped.
Earnings per Common Share
Earnings per share of common stock are based on the average number of common
shares and common share equivalents outstanding during each year (1,297,003 in
1995, 1,294,430 in 1994 and 1,294,320 in 1993). Common stock options are
considered common share equivalents.
Employee Stock Options
The Company currently follows Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations
in accounting for its employee stock options. Under APB 25, because the
exercise price of the Company's employee stock options equals or is greater
than the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
Financial Instruments
In the normal course of business, the Company may enter into forward
contracts in order to limit its exposure to fluctuations in currency exchange
rates or metals prices. As currency exchange rates or metals prices
fluctuate, gains and losses on these contracts serve as hedges to the extent
that they offset transactional losses and gains which would otherwise impact
the Company's financial results. To the extent gains or losses on open
forward contracts are covered by firm or anticipated sales or purchase
commitments, the Company follows the practice of recognizing neither gains
nor losses.
The predominant portion of the Company's customers are engaged in the
construction, appliance and electrical equipment industries in Ireland and
Great Britain. The Company grants credit to its customers on open account.
One customer's outstanding balance represents 13.2% of consolidated
receivables.
Foreign Currency Translation
Assets and liabilities of foreign operations with a functional currency other
than the U.S. dollar are translated into U.S. dollars at year-end exchange
rates. Revenues and expenses are translated at the average exchange rates in
effect during the year. Translation adjustments are recorded as a separate
component of equity. Changes in the equity account during 1995 and 1994
primarily resulted from such translation adjustments.
<PAGE>
1. Summary of Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Impairment of long-lived assets
In March 1995, the FASB issued SFAS No.121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount. SFAS No. 121 also addresses the accounting for long-lived assets
that are expected to be disposed of. The Company will adopt SFAS No.121 in
the first quarter of 1996 and, based on current circumstances, does not
believe the effect of adoption will be material.
2. U.S. Manufacturing Operations
During 1985, the Company reorganized its U.S. operating subsidiary, Driver-
Harris Alloys Inc. ("Alloys"), by transferring its accounts receivable and
finished goods inventory to a newly-formed company, Harrison Alloys Inc.
("Harrison") in consideration for Harrison's assumption of a portion of
Alloys' bank debt and the issuance to Alloys of shares of Harrison's
(non-voting) common stock. Harrison is referred to herein as a "related
company". In March 1994, the Company and the shareholders of Harrison formed
a holding company, consisting of the Harrison operations and the Company's
overseas resistance wire manufacturing subsidiaries as more fully described
in Note 3. Also, effective September 30, 1994, Alloys transferred
substantially all of its assets to Harrison, as more fully described
in Note. 4.
Until the September 30, 1994 divestiture of Alloys, under agreements between the
parties, (i) Harrison was required to perform certain manufacturing and
administrative functions for Alloys at an agreed pricing formula, (ii) Harrison
was granted certain distribution rights for Alloys' products in the United
States and Mexico, (iii) Harrison was required to purchase all of Alloys'
production at prices equal to all of Alloys' costs, expenses and interest and
(iv) Harrison provided certain financing to Alloys.
For the years ended December 31, 1994, and 1993, Harrison purchased $23,196,000,
and $27,295,000, respectively, of products from Alloys and billed Alloys
<PAGE>
2. U.S. Manufacturing Operations (continued)
$8,123,000, and $9,427,000, respectively, for production and administrative
functions.
3. Restructuring of Resistance Wire Operations
The Company, directly and through its subsidiaries, has been engaged in the
business of manufacturing and marketing non-ferrous metal products, principally
electrical resistance wire and insulated electrical wire and cable.
In March 1994, the Company restructured its operations (the Restructure) in
order to solve its liquidity problems and strengthen its competitive position
in the industry. Pursuant to the Restructure, the Company combined its
overseas resistance wire operations with Harrison Alloys Inc. (Harrison) by
(i) forming a holding company, HAI Holding Company Inc. (Holding), owned
fifty percent by the Company and fifty percent by a corporation organized by
the former common shareholders of Harrison; (ii)contributing the Company's
overseas resistance wire manufacturing subsidiaries located in Italy, France,
the U.K., Spain and Australia (subject to liens under existing bank loans
[see Notes 8 and 13]) and its approximately 24% shareholding in Harrison to
Holding; and (iii) causing Harrison to assume significant obligations of the
Company as explained below. In conjunction with the Restructure, Harrison
became a wholly-owned subsidiary of Holding, which in turn transferred the
Driver-Harris subsidiaries to Harrison. The latter and Holding are referred
to as "related company" or as "Harrison" in the accompanying consolidated
financial statements.
As part of the foregoing transaction, Harrison assumed certain obligations of
the Company and its U.S. subsidiary, Driver-Harris Alloys Inc. (Alloys),
including approximately $1.8 million of debt incurred for investment in the
Company's Italian subsidiary, $1,489,000 of loans of Alloys, all potential
environmental obligations with respect to Alloys' U.S. manufacturing
facilities, and the Company's commitment to share with Harrison the cost of
health care and life insurance benefits for certain retirees. As additional
consideration to the Company, Harrison was required to make aggregate cash
payments of $300,000; it is also required to pay license fees and commissions
totaling $500,000 per year from 1994 through 2003.
The foregoing transaction did not result in recognition of any immediate gain or
loss. For financial reporting purposes, the restructuring was effected as of
March 31, 1994. Deferred credits aggregating $1,489,000 arising from the
restructure will be amortized over 5 years. Accordingly, $298,000 and $223,000
has been credited to other revenues for the years ended December 31, 1995 and
1994, respectively.
<PAGE>
4. Divestiture of Assets of Driver-Harris Alloys Inc.
Effective September 30, 1994, Driver-Harris Alloys Inc. (Alloys), a wholly-owned
subsidiary of the Company, transferred substantially all of its assets to
Harrison Alloys Inc. (Harrison), a corporation in which the Company
indirectly owns a 50% interest (see Note 3), in exchange for the assumption
by Harrison of an equivalent amount of liabilities (all assets were
transferred at net book value). This transaction was the result of the
exercise by Harrison on June 14, 1994 of an option granted in 1987. The
transferred assets consist principally of inventory and equipment located at
the Harrison and Somerset, New Jersey and Spartanburg, South Carolina plants
of Alloys as well as the land and factory building in Somerset, New Jersey.
These assets constituted the U.S. portion of the Company's resistance wire
manufacturing business; the foreign portion had been transferred to Harrison
in the March 18, 1994 restructuring described in Note 3. The Alloys assets
had an aggregate net book value of $7,424,000 and the liabilities assumed
by Harrison consisted of $5,807,000 accounts payables and other current
liabilities and a $1,617,000 obligation to Harrison. No gain or loss resulted
from this transaction. Since Alloys contractually operated at a break-even
level,
the transfer has no effect on future operating results.
As part of the foregoing transaction, all agreements between Harrison, Alloys,
and the Company, relating to the manufacture, financing, and distribution of
products in the U.S., were terminated in September 1994.
Under the New Jersey Industrial Site Recovery Act certain clean-up procedures
must be completed with respect to the New Jersey locations. Harrison has
assumed all of the obligations and liabilities of the Company and Alloys
under any federal and state environmental laws pursuant to the March 1994
restructuring.
After the Restructure described in Note 3 and the divestiture of the assets of
Alloys, the Company, in addition to its 50% ownership of Harrison, continues to
own Irish Driver-Harris Co. Ltd., a producer of insulated electrical wire and
cable, and Quality Heat Treatment Pty. Ltd., a company in the furnace
manufacturing and heat treating business.
5. Pro Forma Financial Information
The accompanying financial statements include a consolidated pro forma statement
of operations for the year ended December 31, 1994, which gives effect to the
restructure on March 18, 1994 (see Note 3) and the Alloys divestiture (see Note
4) as if both transactions had occurred on January 1, 1994.
6. Foreign Operations
Net assets which are located outside the United States and are included in the
consolidated balance sheets are as follows (in thousands):
<PAGE>
6. Foreign Operations (continued)
<TABLE>
December 31
1995 1994
---------------
Assets
<S> <C> <C>
Receivables $ 7,563 $ 7,375
Inventories $ 3,130 $ 3,044
Other current assets 810 690
Property, plant and equipment--net 4,379 4,298
Other assets 65 166
-----------------
15,947 15,573
Liabilities
Current liabilities 7,437 8,033
Long-term debt 1,509 1,748
Other long-term liabilities 57 299
Deferred income taxes 157 110
-----------------
9,160 10,190
-----------------
Net assets outside the United States $ 6,787 $ 5,383
=================
</TABLE>
Net income (loss) of the Company's foreign subsidiaries included in the
accompanying financial statements amounted to approximately $614,000 in 1995,
($144,000) in 1994, and ($1,407,000) in 1993.
Because (i) the Company plans to continue to finance foreign expansion and
operating requirements by reinvesting a substantial portion of the undistributed
earnings of its foreign subsidiaries, and (ii) the availability of U.S. tax loss
carryovers (see Note 10) to offset dividends from these subsidiaries, United
States income taxes have not been provided on such earnings. Unremitted
earnings of foreign subsidiaries at December 31, 1995 amounted to
approximately $6,600,000.
7. Leases
Property, plant and equipment includes the following amounts related to capital
leases (in thousands):
<TABLE>
December 31
1995 1994
---------------
<S> <C> <C>
Machinery and equipment $ 964 $1,239
Less accumulated amortization 226 269
---------------
$ 738 $ 970
===============
</TABLE>
Amortization of the assets recorded under capital leases is included in
depreciation expense.
<PAGE>
7. Leases (continued)
The future minimum rental commitments for all operating leases as of December
31, 1995 are as follows (in thousands):
<TABLE>
<S> <C>
1996 $361
1997 321
1998 293
1999 163
2000 87
2001-2005 257
----
$1,482
=====
</TABLE>
Total rent expense under operating leases for 1995, 1994 and 1993 was $249,000,
$483,000 and $755,000, respectively.
8. Long-Term Debt and Lines of Credit
Long-term debt is as follows(in thousands):
<TABLE>
December 31
1995 1994
---------------
<S> <C> <C>
U.S. bank loan $ 144 $ 242
Note payable to Pension Benefit
Guaranty Corporation 913 852
Other mortgage loans 604 763
Capitalized lease obligations 501 779
Sundry 779 610
---------------
2,941 3,246
Less current portion 522 512
---------------
$2,419 $2,734
===============
</TABLE>
The Company's obligations approximate fair market value.
In addition to the foregoing direct obligations at December 31, 1995, the
Company was jointly and severally liable with Harrison Alloys Inc.
("Harrison") (see Note 2) for a U.S. bank loan with an unpaid principal
balance of $2,529,000 at December 31, 1995. This obligation is being reported
as a direct liability of Harrison. In addition, this U.S. bank loan was
collateralized by the capital stock of the Irish subsidiary and 200,000
pledged shares of the Company.
The U.S. bank loans noted above were paid in full in February, 1996 and the
capital stock held as collateral returned to the Company. See Note 13.
The note payable to the Pension Benefit Guaranty Corporation (PBGC) is due
September 30, 2000. Interest accrues at the rate of 7% per year compounded
quarterly and is payable at maturity. The note and accrued interest may be
prepaid at the Company's option. The PBGC has the right to convert the entire
<PAGE>
8. Long-Term Debt and Lines of Credit (continued)
unpaid principal and accrued interest into common stock of the Company at a
price of $7.875 per share, at any time after September 30, 1996 until
maturity. Until the note is paid in full, the Company may not pay cash
dividends on its capital stock without permission from the PBGC.
The Other Mortgage Loans, which are the liability of a subsidiary, bear interest
at 10% per year and are due in monthly installments through 2000. These
loans and the subsidiary's $3,200,000 general credit line are jointly
collateralized by all of its assets with a net book value of $14,066,000.
Under the terms of the loans, there are certain restrictions which limit the
payment of dividends and management fees paid by the subsidiary.
Maturities of long-term debt at December 31, 1995 are as follows (in thousands):
<TABLE>
Capitalized
Leases Other
---------------------
<S> <C> <C>
1996 $215 $ 307
1997 204 254
1998 197 296
1999 66 49
2000 - 929
Thereafter - 424
---------------------
$682 $2,259
=====================
</TABLE>
At December 31, 1995, the Company and its subsidiaries had available short-term
bank lines of credit in the aggregate amount of approximately $3,900,000, of
which $683,000 was in use.
The weighted average interest rate on the short-term borrowings of the Company
and its subsidiaries was 11.0% and 10.4% at December 31, 1995 and 1994,
respectively.
9. Postretirement Benefits - Pensions and Health Care
Pensions
Prior to the March 1994 restructuring (see Note 3), the Company had several
defined benefit pension plans covering employees of certain foreign
subsidiaries. In the aggregate, these plans were not considered significant.
The cost thereof was $277,000 in 1993.
After the restructuring, the Company's only defined benefit pension plans are
those of a foreign subsidiary. These cover substantially all of the latter's
employees, who must contribute to the plan cost. Benefits are based on
employees' years of service and generally final compensation. The subsidiary
makes contributions to the plans in amounts that are intended to provide for
current service and to fund past service liability.
<PAGE>
9. Postretirement Benefits - Pensions and Health Care (continued)
The actuarial assumptions used for the pension plans of the continuing
subsidiary for 1995 and 1994 were as follows:
<TABLE>
<S> <C>
Discount rate 8%
Annual rate of compensation increase 6%
Long-term rate of return on plan assets 8%
</TABLE>
The funded status of the pension plans was as follows (in thousands):
<TABLE>
December 31
1995 1994
---- ----
Actuarial present value of accumulated benefit
<S> <C> <C>
obligation, all vested $813 $829
==== ====
Projected benefit obligation (PBO) $1,314 $1,286
Fair value of plan assets, invested in pooled
separate accounts of an insurance company 1,109 794
----- -----
Plan assets less than PBO (205) (492)
Unrecognized initial net gain (193) (124)
Unrecognized prior service cost (208) -
Unrecognized transition obligation 598 616
----- -----
Accrued net pension liability $ 8 $ -
===== =====
</TABLE>
Net pension expense for the Company's defined benefit pension plans for 1995 and
1994 included the following components (in thousands):
<TABLE>
1995 1994
---- ----
Plans of continuing subsidiary:
<S> <C> <C>
Service cost for benefits earned during the year $ 102 $ 96
Interest cost on projected benefit obligation 92 92
Actual net gains on plan assets (120) (64)
Net amortization 58 30
--- ---
132 154
Less employee contributions 32 29
--- ----
Net pension expense-continuing subsidiary 100 125
=== ===
</TABLE>
Additionally at December 31, 1995, the Company has a supplemental pension plan
which provides benefits to the estate of the former Chairman. The liability for
such benefits at December 31, 1995 were approximately $471,000. In connection
with the death of the former Chairman in 1995, the Company accrued the proceeds
<PAGE>
9. Postretirement Benefits - Pensions and Health Care (continued)
due from the life insurance policy and has included $349,000 in other revenues.
The Company plans to utilize such proceeds to fund the supplemental pension
obligation.
In 1993, the Company settled a claim by the Pension Benefit Guaranty Corporation
for employer liability under three defined benefit pension plans which were
terminated in 1985. The settlement is in the form of a $781,000 note, due
September 30,2000. The Company had previously made a $1,085,000 provision for
this obligation and recorded a $304,000 gain from the settlement in 1993.
Health Care and Life Insurance
Postretirement health care and life insurance benefits are provided to certain
U.S. employees and retirees. These benefits are provided through an insurance
company whose premiums are based on benefits paid. Pursuant to the March 1994
restructuring (see Note 3) Harrison has assumed the cost for the pre-1986
retirees, effective January 1, 1994. Prior thereto, the cost was shared equally
by the Company and Harrison.
Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions". This standard
requires companies to accrue for estimated future postretirement benefit
expenses during the years employees are working and earning benefits for
retirement. Previously, the Company expensed the costs of these benefits as
current payments were made. The Company elected to amortize the estimated
liability for postretirement benefits at January 1, 1993, over 15 years.
For 1995, 1994 and 1993, the Company's portion of postretirement benefit
costs aggregated $36,000, $50,000 and $293,000, respectively. The 1993
amount includes $180,000 as a result of the adoption of SFAS 106.
The following table sets forth the status of the plans, which are unfunded,
reconciled with the accrued postretirement benefit cost included in the
Company's consolidated balance sheet was as follows (in thousands):
<TABLE>
December 31
1995 1994
---- ----
Accumulated postretirement benefit obligation:
<S> <C> <C>
Fully eligible plan participants $138 $124
Other active plan participants 85 76
--- ---
223 200
Unrecognized transition obligation 125 136
Unrecognized net loss from past experience
different from that assumed and from changes
in assumptions 15 17
---- ---
Accrued postretirement benefit cost $ 83 $ 47
==== ===
</TABLE>
<PAGE>
9. Postretirement Benefits - Pensions and Health Care (continued)
Postretirement benefit costs for 1995, 1994 and 1993 included the following
components (in thousands):
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Service cost for benefits earned during the year $ 8 $ 23 $ 3
Interest cost on accumulated postretirement
benefit obligation 15 14 155
Amortization of transition obligation 13 13 135
--- --- ---
$36 $ 50 $293
=== === ===
</TABLE>
The following assumptions were used at December 31, 1995: a discount rate of
7.25% and a 1996 assumed health care cost trend rate of 5%. Assumptions used at
December 31, 1994 were a discount rate of 7.25% and a 1995 assumed health care
cost trend of 12% declining gradually to an ultimate cost trend rate of 5% for
years after 2002.
A one percentage point increase in the assumed health care cost trend rate would
have increased the accumulated postretirement benefit obligation at December 31,
1995 by $23,000 and the aggregate service and interest cost components of
postretirement benefit cost for 1995 by $4,000.
10. Income Taxes
Income tax expense (credit) is composed of the following (in thousands):
<TABLE>
1995 1994 1993
--------------------
United States:
Current
Foreign:
<S> <C> <C> <C>
Current $ 51 $ 102 $172
Deferred 47 (21) 74
Benefits of operating loss carryovers - (5) (128)
----------------------
$ 98 $ 76 $118
======================
</TABLE>
Pre-tax income (loss) attributable to domestic and foreign operations is as
follows (in thousands):
<PAGE>
10. Income Taxes (continued)
<TABLE>
1995 1994 1993
---------------------
<S> <C> <C> <C>
United States $ 718 $ (832) $ (563)
Foreign 712 (68) (1,311)
-----------------------
$1,430 $ (900) $(1,874)
=======================
</TABLE>
Following is a reconciliation of income tax expense (credit) to the amount based
on the U.S. statutory rate of 35% (1995 and 1994) and 34% (1993) (in thousands):
<TABLE>
1995 1994 1993
--------------------
Income taxes based on U.S.
<S> <C> <C> <C>
statutory rate $ 500 $ (315) $ (637)
Non-taxable income:
Reduction of valuation allowances (103)
Life insurance proceeds (122)
Increase resulting from losses which
provided no current tax benefit
(including equity in losses
in related company) 8 477 1,048
Taxes of foreign subsidiaries at rates
different than U.S. statutory rate (161) (86) (289)
Other (net) (24) (4)
----------------------
$ 98 $ 76 $ 118
=====================
</TABLE>
The components of deferred tax assets and liabilities at December 31, 1995 and
1994, were as follows (in thousands):
<TABLE>
1995 1994
-----------------------------------------
Assets Liabilities Assets Liabilities
------------------------------------------
<S> <C> <C> <C> <C>
Inventories $ 51 $ 53
Depreciation $216 $209
Investment in related
company 105 105
Accrued expenses 226 247
Tax loss carryforwards 2,118 2,160
Tax credits 136 148
Sundry 107 41
---------------------------------------
2,636 323 2,713 250
Valuation allowance 2,470 2,573
---------------------------------------
Total $ 166 $323 $ 140 $250
========================================
</TABLE>
<PAGE>
10. Income Taxes (continued)
At December 31, 1995, the Company had approximately $6,000,000 of loss
carryforwards available to offset future U.S. taxable income. Such
carryforwards expire beginning in 1999. The Company also has investment tax
credit carryforwards of approximately $136,000 expiring through 2000.
11. Employee Stock Options
The 1983 Driver-Harris Employee Incentive Stock Option Plan provided for the
grant of stock options at 100% of market value on date of grant which are
intended to qualify as "incentive stock options" under Section 422A of the
Internal Revenue Code. Under this plan, which expired during 1993, 82,500
shares of stock were reserved for issuance at December 31, 1995 and 1994.
The following table summarizes the activity in the Plan:
<TABLE>
Number
of Shares Price Per Share
------------------------------
<S> <C> <C>
Outstanding January 1, 1993 71,500 4.00 to 8.50
Granted during 1993 11,000 5.775
-------
Outstanding December 31, 1993,
1994 and 1995 82,500 4.00 to 8.50
=======
</TABLE>
The outstanding options at December 31, 1995, which are all fully vested, expire
between 1997 and 2002.
12. Industry Segments and Geographic Areas
The Company and its subsidiaries operate in a single industry segment, the
manufacture and sale of wrought non-ferrous metal products, principally
insulated electrical wire and cable, and until the March 18, 1994
restructuring (see Note 3) electrical resistance wire, strip and ribbon.
<PAGE>
12. Industry Segments and Geographic Areas (continued)
<TABLE>
Geographic Areas
United Western Elimin- Consol-
States Europe Other ations idated
--------------------------------------------
(In Thousands)
1995
Sales to outside
<S> <C> <C> <C> <C> <C>
customers $32,745 $2,598 $35,343
Other revenues $ 1,145 55 176 1,376
--------------------------------------------
Total revenues $ 1,145 $32,800 $2,774 $36,719
============================================
Operating profit $ 1,100 $ 1,434 $ 26 $ 2,560
Less:
Income of related
company (140)
Corporate expenses 441
Interest expense 829
------
Income before income taxes $ 1,430
======
Identifiable assets $ 147 $14,620 $1,488 $16,255
====================== ======
1994
Sales to outside
customers $23,196 $32,499 $3,852 $59,547
Transfers between
geographic areas 504 10 $ (514) -
Other revenues 755 97 159 1,011
--------------------------------------------
Total revenues $23,951 $33,100 $4,021 $ (514) $60,558
============================================
Operating profit $ 761 $ 878 $ 65 $ 1,704
Less:
Loss of related
company 1,097
Corporate expenses 652
Interest expense 855
------
Loss before income taxes $ (900)
======
Identifiable assets $ 320 $14,182 $1,391 $15,893
====================== ======
1993
Sales to outside
customers $27,295 $48,869 $7,298 $83,462
Transfers between
geographic areas 2,096 18 $(2,114) -
Other revenues 136 193 206 535
--------------------------------------------
Total revenues $27,431 $51,158 $7,522 $(2,114) $83,997
============================================
Operating (loss)
profit $ 332 $ 535 $ 337 $ 1,204
Less:
Loss of related
company 359
Corporate expenses 1,023
Interest expense 1,696
------
Loss before income taxes $(1,874)
======
Identifiable assets $ 6,145 $28,736 $3,728 $38,609
====================== ======
</TABLE>
<PAGE>
13. Subsequent Event
In February 1996, Harrison Alloys Inc. ("Harrison"), a fifty percent owned
company, sold its foreign operations to Kanthal AB, a Swedish company.
Harrison used a portion of the proceeds of this sale to repay a bank loan
($2,529,000) which the Company guaranteed (see Note 8). Under the Company's
method of accounting for this investment, had this repayment occurred January
1, 1995, income in the amount of the bank debt would have been recorded for
1995. As part of this transaction, Harrison also repaid a U.S. bank loan of
the Company with an unpaid balance of $144,000 at December 31, 1995. This
repayment was offset against amounts owed by Harrison to the Company.
<PAGE>
Driver-Harris Company
Schedule I - Condensed Financial Information of Registrant
Condensed Balance Sheets
Dollar Amounts in Thousands
<TABLE>
December 31
1995 1994
------------------
Assets
Current assets:
<S> <C> <C>
Cash $ 48 95
Accounts receivable from subsidiaries 708 $ 627
----- -----
Total current assets 756 722
Investments in subsidiaries 5,357 4,554
Due from related company 253 203
Other assets 7 22
------ ------
$ 6,373 $ 5,501
====== ======
Liabilities and stockholders' equity
Current liabilities:
Notes payable $ - $ 10
Accounts payable 21 52
Accrued expenses 261 295
---- ------
Total current liabilities 282 357
Long-term debt 913 852
Postretirement benefit liabilities 205 417
Investment in related company 1,561 1,701
Deferred credit-related company 968 1,266
------- -----
Total liabilities 3,929 4,593
Stockholders' equity
Common stock 1,187 1,187
Additional paid-in capital 1,997 1,982
Retained earnings (deficit) 1,143 (189)
Equity adjustment from translation (1,883) (2,072)
------- ------
2,444 908
Commitments (Note 1)
------ -----
$ 6,373 $5,501
====== =====
</TABLE>
<PAGE>
Driver-Harris Company
Schedule I - Condensed Financial Information of Registrant
Condensed Statements of Operations
Dollar Amounts in Thousands
<TABLE>
Year Ended December 31
1995 1994 1993
----------------------
<S> <C> <C> <C>
Fees from subsidiaries $ 220 $ 238 $ 742
Fees from related company 500 500
Other income 685 255 136
---------------------
1,405 993 878
Selling, general and administrative expenses 745 646 719
Interest and financing expenses 82 82 169
Equity in net (gain) loss of related
company (140) 1,097
----------------------
Income (loss) before equity in net income
(loss) of subsidiaries and income taxes 718 (832) (10)
Equity in net income (loss) of subsidiaries 614 (144) (1,960)
-----------------------
Income (loss) before income taxes 1,332 (976) (1,970)
Income taxes 22
----------------------
Net income (loss) $1,332 $ (976) $(1,992)
=====================
</TABLE>
<PAGE>
Driver-Harris Company
Schedule I-Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
<TABLE>
Year Ended December 31
1995 1994 1993
----------------------
Operating activities
<S> <C> <C> <C>
Net income (loss) $1,332 $ (976) $(1,992)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Undistributed net income (loss) of
subsidiaries (614) 144 1,960
Settlement of pension liability (259)
Reduction in retirement benefit
liability (212)
Receivables from subsidiaries (81) 446 (229)
Accounts payable and accrued expenses (65) (421) 159
Deferred credit (298) (249)
Equity in net (income) loss of related
company (140) 1,097
Account with related company (50) (194) 66
Sundry 15 43 180
-------------------------
Net cash (used in) operating activities (113) (110) (115)
Investing activities
Investment in subsidiary (1,100) (700)
Sundry 15 199 109
--------------------------
Net cash provided by (used in) investing
activities 15 (901) (591)
Financing activities
Change in short-term debt (10) (695) 705
Increase in long-term debt 61
Loans from related company 1,800
Change in non-current liability to subsidiary (30)
Sundry 1 15
----------------------
Net cash provided by financing activities 51 1,106 690
------------------------
Net change in cash (47) 95 (16)
Cash at beginning of year 95 - 16
-------------------------
Cash at end of year $ 48 $ 95 $ -
=========================
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 82 $ 82 $ 124
===== ===== ====
</TABLE>
<PAGE>
Driver-Harris Company
Schedule I-Condensed Financial Information of Registrant
Note to Condensed Financial Statements
1. Guarantees and Commitments
The Registrant has guaranteed borrowings of Harrison Alloys Inc. in the
amount of $2,529,000 and an inactive U.S. subsidiary in the amount of
$144,000. These amounts were repaid in February 1996 (see Note 13).
<PAGE>
Driver-Harris Company and Subsidiaries
Schedule II-Valuation and Qualifying Accounts
Dollar Amounts in Thousands
<TABLE>
Col.A Col.B Col.C Col.D Col.E
- ------------------------------------------------------------------------
Additions
---------
(1)
Balance at Charged to Balance
Beginning Costs and Deductions at End
Description of Period Expenses Describe(1) of Period
- -----------------------------------------------------------------------
Year ended December 31, 1995:
Deducted from related asset:
Allowances for doubtful
<S> <C> <C> <C> <C>
trade accounts $376 $(113) $ 15 $278
=========================================
Year ended December 31, 1994:
Deducted from related asset:
Allowances for doubtful $406 (2)
trade accounts $533 $225 (24)(3) $376
=========================================
Year ended December 31, 1993:
Deducted from related asset:
Allowances for doubtful
trade accounts $581 $182 $230 $533
========================================
<FN>
(1) - Accounts charged off during the year and adjustments due to
currency fluctuations.
(2) - Reserves of companies divested in March 1994 restructuring (see
Note 3).
(3) - Amount is net of currency gain of $34,000.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
Company's Condensed Consolidated Balance Sheet at December 31, 1995 and
the Company's Condensed Consolidated Statement of Operations for the year
ended December 31, 1995, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 479
<SECURITIES> 0
<RECEIVABLES> 8094
<ALLOWANCES> 278
<INVENTORY> 3130
<CURRENT-ASSETS> 11811
<PP&E> 6248
<DEPRECIATION> 1869
<TOTAL-ASSETS> 16255
<CURRENT-LIABILITIES> 8279
<BONDS> 2419
1187
0
<COMMON> 0
<OTHER-SE> 1257
<TOTAL-LIABILITY-AND-EQUITY> 16255
<SALES> 35343
<TOTAL-REVENUES> 36719
<CGS> 30258
<TOTAL-COSTS> 30258
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (113)
<INTEREST-EXPENSE> 829
<INCOME-PRETAX> 1430
<INCOME-TAX> 98
<INCOME-CONTINUING> 1332
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1332
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
</TABLE>
