<PAGE> 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 May 31, 1997
------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file no. 1-4651
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ECHLIN INC.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-0330448
- ------------------------------------------- ----------------------
(State of incorporation) (I.R.S. employer
identification no.)
100 Double Beach Road
Branford, Connecticut 06405
- ------------------------------------------- ----------------------
(Address of principal executive offices) (Zip code)
(203) 481-5751
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(Registrant's telephone number, including area code)
- ---------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
---- ----
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of class Outstanding at June 30, 1997
- ------------------------- ----------------------------
Common stock, $1 par value 63,052,959
<PAGE>
ECHLIN INC.
<TABLE>
INDEX
<CAPTION>
PART I. FINANCIAL INFORMATION Page
- ------------------------------ ----
<S> <C>
Item 1. Financial Statements
Consolidated balance sheets at May 31, 1997
and August 31, 1996. 3
Consolidated statements of income for the three
and nine months ended May 31, 1997 and 1996. 4
Consolidated statements of cash flows for the
nine months ended May 31, 1997 and 1996. 5
Notes to consolidated financial statements at
May 31, 1997. 6-7
Item 2. Management's Financial Analysis 8-9
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
2
<PAGE>
PART I: FINANCIAL INFORMATION
<TABLE>
ECHLIN INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
<CAPTION>
May 31, August 31,
1997 1996
----------- ----------
(unaudited) (A)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,538 $ 16,106
Accounts receivable, less-allowance for
doubtful accounts of $5,136 and $5,621 479,910 370,837
Inventories, at lower of cost (first-in,
first-out) or market:
Raw materials and component parts 199,530 167,215
Work in process 85,877 87,140
Finished goods 450,143 425,027
---------- ----------
Total inventories 735,550 679,382
Other current assets 52,316 42,687
---------- ----------
Total current assets 1,274,314 1,109,012
---------- ----------
Property, plant and equipment, at cost 1,310,663 1,155,495
Accumulated depreciation (592,163) (534,186)
---------- ----------
Property, plant and equipment, net 718,500 621,309
---------- ----------
Marketable securities 78,597 83,578
---------- ----------
Intangible assets, net 360,264 226,292
---------- ----------
Other assets 95,249 90,563
---------- ----------
Total assets $2,526,924 $2,130,754
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable to banks $ 43,115 $ 21,596
Current portion of long-term debt 5,033 6,286
Accounts payable, trade 284,099 264,532
Accrued taxes on income 28,021 33,985
Accrued liabilities 192,418 197,828
---------- ----------
Total current liabilities 552,686 524,227
---------- ----------
Long-term debt 781,738 468,013
---------- ----------
Deferred income taxes 123,490 129,640
---------- ----------
Shareholders' equity:
Preferred stock, without par value:
Authorized 1,000,000 shares, issued none - -
Common stock, $1 par value:
Authorized 150,000,000 shares,
issued 63,291,458 and 62,242,279 63,291 62,242
Capital in excess of par value 370,348 350,935
Retained earnings 713,450 658,235
Foreign currency translation adjustment (77,494) (61,953)
Net unrealized investment gains 2,410 2,410
Treasury stock, at cost, 270,264 shares (2,995) (2,995)
---------- ----------
Total shareholders' equity 1,069,010 1,008,874
---------- ----------
Total liabilities and shareholders' equity $2,526,924 $2,130,754
========== ==========
</TABLE>
See notes to consolidated financial statements.
(A) The balance sheet at August 31, 1996 has been derived from the audited
financial statements at that date.
3
<PAGE>
<TABLE>
ECHLIN INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
May 31, May 31,
---------------------- ------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $931,177 $843,018 $2,624,304 $2,292,687
Cost of goods sold 707,536 621,288 1,987,930 1,691,006
-------- -------- ---------- ---------
Gross profit on sales 223,641 221,730 636,374 601,681
Selling and administrative
expenses 160,851 147,884 461,913 423,613
-------- -------- ---------- --------
Income from operations 62,790 73,846 174,461 178,068
-------- -------- ---------- --------
Interest expense 14,437 10,994 37,452 33,345
Interest income 3,157 2,617 9,451 7,775
-------- -------- ---------- --------
Interest expense, net 11,280 8,377 28,001 25,570
-------- -------- ---------- --------
Income before taxes 51,510 65,469 146,460 152,498
Provision for taxes 18,029 22,109 51,261 51,911
-------- -------- ---------- --------
Net income $ 33,481 $ 43,360 $ 95,199 $100,587
======== ======== ========== ========
Average shares outstanding 62,590 61,946 62,457 61,903
======== ======== ========== ========
Earnings per share $0.53 $0.70 $1.52 $1.62
======== ======== ========== ========
Dividends per share $0.225 $0.22 $0.665 $0.63
======== ======== ========== ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
ECHLIN INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<CAPTION>
Nine Months Ended
May 31,
---------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 95,199 $100,587
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 85,005 70,126
Gain on sale of business (7,360) -
Changes in assets and liabilities, excluding
acquisitions' balance sheets:
Accounts receivable (76,512) (125,195)
Inventories (41,676) 10,530
Other current assets (4,243) (9,377)
Accounts payable (4,895) (2,243)
Taxes on income (8,815) 22,052
Accrued liabilities (20,053) (20,450)
Other 207 (3,902)
-------- --------
Cash provided by operating activities 16,857 42,128
-------- --------
Cash flows from financing activities:
Long-term and short-term borrowings 764,891 553,521
Long-term and short-term repayments (465,842) (425,764)
Sale of accounts receivables - 55,000
Proceeds from common stock issuances 2,628 2,333
Dividends paid (41,431) (38,286)
-------- --------
Cash provided by financing activities 260,246 146,804
-------- --------
Cash flows from investing activities:
Capital expenditures, net (102,246) (71,924)
Sales of marketable securities 7,012 21,066
Net assets of businesses acquired (191,140) (149,722)
-------- --------
Cash used for investing activities (286,374) (200,580)
-------- --------
Impact of foreign currency changes on cash (297) (6,762)
-------- --------
Decrease in cash and cash equivalents (9,568) (18,410)
Cash and cash equivalents at beginning
of period 16,106 27,700
-------- --------
Cash and cash equivalents at end of period $ 6,538 $ 9,290
======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ECHLIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1.
- -------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair statement have been included. Operating
results for the nine-month period ended May 31, 1997 are not necessarily
indicative of the results that may be expected for the year ending
August 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the company's
Annual Report on Form 10-K for the year ended August 31, 1996.
NOTE 2. Business Combinations:
- ------------------------------
In May 1997, Echlin purchased the Brazilian engine-components business
of Industria e Commercio Brosol (Brosol) Ltda. by issuing $17,500,000 of
Echlin common stock (531,108 shares). Brosol produces motor-vehicle
fuel system parts. This transaction was accounted for using the
purchase method of accounting.
During December 1996, the company acquired the outstanding common stock
of Iroquois Tool Systems, Inc. (Iroquois), a brake rotor manufacturer,
located in North East, Pennsylvania by issuing 335,474 shares of common
stock. This transaction was accounted for as a pooling of interests and
as a result, the financial statements for the nine months ended May 31,
1997 include Iroquois' results of operations. Since the acquisition did
not have a material impact on the company, prior years' results were not
restated.
In October 1996, the company acquired Nobel Plastiques SA (Nobel),
located in France and Spain, for approximately $16 million. Nobel
manufactures fluid, hydraulic and pneumatic servo control lines. During
September 1996, the company acquired Long Manufacturing, Ltd. (Long),
headquartered in Oakville, Ontario, Canada, for approximately $170
million. Long manufactures and distributes motor vehicle heat exchange
products and air-conditioning evaporators to original equipment
manufacturers and aftermarket customers. The Long and Nobel
acquisitions were accounted for using the purchase method of accounting.
NOTE 3. Borrowing Arrangements:
- -------------------------------
Commercial paper, domestic notes payable and certain notes payable with
foreign banks at May 31, 1997 were classified as long-term debt because
of the company's intent to refinance this debt on a long-term basis and
the availability of such financing under the terms of the company's
revolving credit agreement. The weighted average interest rates at May
31, 1997 were 5.60% for commercial paper, 5.76% for domestic notes
payable and 3.49% for foreign notes payable.
6
<PAGE>
ECHLIN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (cont.'d)
NOTE 4. Sale of Business:
- -------------------------
During October 1996, the company sold certain assets of Sensor
Engineering, a division of the company that manufactures cards and
readers for access control systems, for $11.4 million. The pre-tax gain
resulting from the sale, in the amount of $7,360,000, was deducted from
selling and administrative expenses in the accompanying consolidated
statements of income. The gain on the sale added $0.07 to earnings per
share for the year.
NOTE 5. Earnings per Share:
- ---------------------------
The Financial Accounting Standards Board recently implemented Statement
of Financial Accounting Standards No. 128, "Earnings Per Share", which
requires companies to disclose basic and diluted earnings per share.
Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings
per share is arrived at by dividing net income by the weighted average
number of common shares outstanding plus the number of shares which
would be issued assuming the exercise of outstanding employee stock
options. For the quarter and nine month periods ended May 31, 1997,
proforma diluted earnings per share would have been $0.53 and $1.51,
respectively.
Note 6. Subsequent Event:
- -------------------------
During June 1997, the company acquired the North American Aftermarket
division of ITT Automotive, a unit of ITT Industries, Inc, for
$89,400,000. The business manufactures and distributes motor vehicle
brake drums, rotors, shoes and pads for the aftermarket. The
acquisition will be accounted for using the purchase method of
accounting.
7
<PAGE>
ECHLIN INC.
MANAGEMENT'S FINANCIAL ANALYSIS
Results of Operations:
- ----------------------
Net sales for the quarter ended May 31, 1997 increased 10 percent from
last year's $843 million, while for the nine month period net sales
increased 14 percent to $2.62 billion. This growth was primarily due to
businesses acquired during the past year including the Automotive
Segment of Handy & Harman, Long Manufacturing, Nobel Plastiques SA and
Iroquois Tool Systems, Inc.
Net sales of comparable operations, those part of Echlin for at least
twelve months, rose 1 and 3 percent for the three- and nine-month
periods, respectively. Domestically, operations increased 3 and 4
percent, reflecting the positive impact of price increases and the
introduction of new products. For both the three- and nine-month
periods, unit volume was flat as improvements by the fluid systems and
automotive brake businesses were partially offset by softness for engine
system products. Foreign comparable operations declined 3 percent for
the quarter, but were one percent over the nine-month period of a year
ago. Both periods were negatively impacted by unit volume declines in
the European heavy-duty business. Partially offsetting the unit volume
declines were the favorable effect of price changes and the introduction
of new products. Translation rate changes during the three- and nine-
month periods lowered sales by $3.2 million and $5.8 million,
respectively, due to the strengthening of the U.S. dollar in relation to
the German mark, partially offset by a weaker U. S. dollar in relation
to the British pound.
The quarter's gross profit to sales percentage decreased 2.3 percent to
24.0 percent, while for the nine month's it decreased 2.0 percent to
24.2 percent. These declines are primarily a result of unabsorbed fixed
costs due to efforts to balance production with lower unit sales demand,
higher customer returns, and product and customer mix changes.
Although selling and administrative expenses increased for the three-
and nine-month periods, they declined as a percentage of sales. For the
third quarter they declined to 17.3 percent from 17.5 percent a year
ago, while for the nine-month period expenses declined to 17.6 percent
vs. 18.5 percent last year. The dollar increase and percent of sales
reduction for both periods was primarily due to expense levels generated
by current year acquisitions of original equipment businesses, which
have expense-to-sales ratios below Echlin's historical average.
Net interest expense for the three-month period increased $2,903,000,
while for the nine-month period it increased $2,431,000 as compared to
the prior year. This increase is attributable to higher domestic
average debt levels.
During the second quarter of fiscal 1997, a letter of intent to sell our
Midland-Grau heavy-duty brake business was signed with Allied Signal and
Knorr Bremse. However, in May, we announced that the buyers had decided
to discontinue negotiations. Alternate strategies regarding this
business are now being reviewed.
8
<PAGE>
ECHLIN INC.
MANAGEMENT'S FINANCIAL ANALYSIS (cont.'d)
The company is in the process of performing an in-depth evaluation of
its business units and product lines which may result in consolidation
and/or rationalization of various manufacturing plants and warehouses
and the possible sale of underperforming businesses. Details of the
restructuring will be finalized during the fourth quarter and the
company will likely record a charge in excess of $100 million after tax.
Liquidity and Sources of Capital:
- ---------------------------------
During the first nine months of fiscal 1997 and 1996, operations
provided cash flow of $16,857,000 and $42,128,000, respectively.
Working capital requirements were $27.4 million higher than the previous
corresponding fiscal period. Income tax payments required an additional
$30.9 million outflow, while we used $52.2 million more cash flow to
meet increased inventory demand at certain locations and for new
products. Partially offsetting these outflows were additional accounts
receivable collections of $48.6 million.
Net debt levels increased $299,049,000 from year-end primarily due to
current-year business acquisitions, capital expenditures and working
capital requirements. Total debt to total capital was 44 percent at May
31, 1996, up from 40 percent a year ago and 33 percent at August 31,
1996.
During the first nine months of this fiscal year, foreign currency
translation changes have reduced equity by $15,541,000. This primarily
reflects a reduction in the U.S. dollar value of the net assets invested
in the United Kingdom and Germany.
Capital expenditures were $30.3 million above last year. This increase
represented normal spending by companies acquired during the past year,
tooling and machinery for new product introductions, and the purchase of
a facility in the United Kingdom which had previously been leased.
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
During the quarter ended May 31, 1997, the company did not file a Report
on Form 8-K.
9
<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.
Echlin Inc.
Date: July 11, 1997 Joseph A. Onorato
------------- --------------------------
Joseph A. Onorato
Vice President & Chief
Financial Officer
Date: July 11, 1997 Jon P. Leckerling
------------- --------------------------
Jon P. Leckerling
Executive Vice President -
Administration, General
Counsel and Corporate
Secretary
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's SEC Form 10-Q for the quarterly period ended May 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> MAY-31-1997
<CASH> 6,538
<SECURITIES> 0
<RECEIVABLES> 485,046
<ALLOWANCES> 5,136
<INVENTORY> 735,550
<CURRENT-ASSETS> 1,274,314
<PP&E> 1,310,663
<DEPRECIATION> 592,163
<TOTAL-ASSETS> 2,526,924
<CURRENT-LIABILITIES> 552,686
<BONDS> 0
0
0
<COMMON> 63,291
<OTHER-SE> 1,005,719
<TOTAL-LIABILITY-AND-EQUITY> 2,526,924
<SALES> 2,624,304
<TOTAL-REVENUES> 2,624,304
<CGS> 1,987,930
<TOTAL-COSTS> 461,913
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,001
<INCOME-PRETAX> 146,460
<INCOME-TAX> 51,261
<INCOME-CONTINUING> 95,199
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 95,199
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 1.52
</TABLE>
