SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 28,1997
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 number 0 -19703
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FARREL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-2689245
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Main Street, Ansonia, Connecticut, 06401
-------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 736-5500
(Registrant's telephone number, including area code)
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.
CLASS OUTSTANDING AT November 5, 1997
- - ------------------------------------------------------------------------------
Common Stock (Voting), $.01 par value 5,942,482
<PAGE>
FARREL CORPORATION
INDEX
PAGE
Part I. FINANCIAL INFORMATION
---------------------
Consolidated Balance Sheets -
September 28, 1997 and December 31, 1996 3
Consolidated Statements of Operations -
Three and Six Months Ended September 28, 1997
and September 29, 1996 4
Consolidated Statements of Cash Flows -
Six Months ended September 28, 1997
and September 28, 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Exhibit 11 - Computation of Earnings Per Share 11
Part II. OTHER INFORMATION 12
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Page 2 of 13
<PAGE>
Part I - Financial Information
FARREL CORPORATION
------------------
CONSOLIDATED BALANCE SHEETS
---------------------------------
(In thousands, except share data)
<TABLE>
<CAPTION>
September 28, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $3,576 $3,832
Accounts receivable, net of allowance
for doubtful accounts of $335 and
$464, respectively 15,439 19,189
Inventory 16,048 14,187
Other current assets 1,192 2,979
--------- ---------
Total current assets 36,255 40,187
Property, plant and equipment - net
of accumulated depreciation of
$9,524 and $8,357, respectively 9,370 9,555
Other Assets 778 989
--------- ---------
Total Assets $46,403 $50,731
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $9,320 $11,058
Accrued expenses & taxes payable 1,543 2,344
Advances from customers 4,785 4,865
Accrued installation & warranty costs 1,102 1,360
Dividend Payable 953 -
Short-term debt 201 214
--------- ---------
Total current liabilities 17,904 19,841
Long-term debt 101 214
Postretirement benefit obligation 1,226 1,277
Long-term pension obligation 522 522
Deferred income taxes 136 324
Commitments and contingencies - -
--------- ---------
Total Liabilities 19,889 22,178
--------- ---------
Stockholders' Equity:
Preferred stock, par value $100,
1,000,000 shares authorized, no
shares issued - -
Common stock, par value $.01,
10,000,000 shares authorized,
6,142,106 shares issued 61 61
Paid in capital 19,295 19,295
Cumulative translation adjustment (427) 232
Treasury stock, 200,171 and 200,261 shares
at September 28, 1997 and December 31,
1996, respectively (987) (987)
Retained earnings 8,848 10,228
Minimum pension liability (276) (276)
--------- ---------
Total Stockholders' Equity 26,514 28,553
--------- ---------
Total Liabilities and Stockholders' Equity $46,403 $50,731
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 3 of 13
<PAGE>
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(In thousands, except per share and share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 28, September 29, September 28, September 29,
1997 1996 1997 1996
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net Sales $21,955 $18,081 $64,261 $49,142
Cost of sales 16,526 13,940 50,150 37,824
----------- ----------- ----------- -----------
Gross margin 5,429 4,141 14,111 11,318
Operating expenses:
Selling 1,739 1,638 5,294 4,975
General & administrative 2,111 2,028 5,747 6,388
Research & development 381 483 1,153 1,525
----------- ----------- ----------- -----------
Total operating expenses 4,231 4,149 12,194 12,888
----------- ----------- ----------- -----------
Operating income/(loss) 1,198 (8) 1,917 (1,570)
Interest income/(expense), net 45 (12) 122 26
Other income/(expense), net (25) (81) 364 (104)
----------- ----------- ----------- -----------
Income/(loss) before income taxes 1,218 (101) 2,403 (1,648)
Provision/(benefit) for income taxes 506 (76) 927 (634)
----------- ----------- ----------- -----------
Net income/(loss) $712 ($25) $1,476 ($1,014)
=========== =========== =========== ===========
Per share data:
Net income/(loss) per common share $0.12 $0.00 $0.25 ($0.17)
=========== =========== =========== ===========
Average shares outstanding 5,954,869 5,962,876 5,958,385 5,971,312
=========== =========== =========== ===========
Dividends per share $0.16 $0.00 $0.32 $0.06
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 4 of 13
<PAGE>
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
September 28, September 29,
1997 1996
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net Income/(loss) $1,476 ($1,014)
Adjustments to reconcile net (loss)/income to net
Cash provided/(used in) by operating activities:
Gain on disposal of fixed assets (637) -
Depreciation and amortization 1,241 1,214
Decrease in accounts receivable 3,338 12,245
(Increase) in inventory (2,185) (2,926)
(Decrease) in accounts payable (1,449) (6,870)
Increase in customer advances 28 1,199
Increase/(decrease) in accrued expenses & taxes 4 (1,833)
(Decrease) in accrued installation and warranty costs (213) (74)
Increase/(decrease) in deferred income taxes 123 (338)
Other 692 (460)
--------- ---------
Total adjustments 942 2,157
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Net cash provided by operating activities 2,418 1,143
--------- ---------
Cash flows from investing activities:
Proceeds from disposal of fixed assets 866 -
Purchases of property, plant and equipment (1,394) (1,141)
--------- ---------
Net cash (used in) investing activities (528) (1,141)
Cash flows from financing activities:
Repayment of long-term borrowings (102) (96)
Used for repurchase of common stock 0 (115)
Used for dividends paid (1,903) (360)
--------- ---------
Net cash (used in) financing activities (2,005) (571)
Effect of foreign currency exchange rate changes on cash (141) (24)
--------- ---------
Net (decrease) in cash and cash equivalents (256) (593)
Cash and cash equivalents - Beginning of period 3,832 4,066
--------- ---------
Cash and cash equivalents - End of period $3,576 $3,473
========= =========
Income taxes paid $741 $684
========= =========
Interest paid $4 $29
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 5 of 13
<PAGE>
FARREL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly in accordance with
generally accepted accounting principles, the consolidated financial position
of Farrel Corporation ("Farrel" or "the Company") as of September 28, 1997,
the consolidated results of its operations for the three and nine-month
periods ended September 28, 1997 and September 29, 1996, and its consolidated
cash flows for the nine-month periods ended September 28, 1997 and September
29, 1996. These results are not necessarily indicative of results to be
expected for the full fiscal year. The statements should be read in
conjunction with the financial statements and notes thereto, included in the
Company's Annual Report and Form 10-K for the year ended December 31, 1996.
NOTE 2 - INVENTORY
Inventory is comprised of the following:
SEPTEMBER 28, DECEMBER 31,
1997 1996
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(In thousands)
Stock and raw materials.............. $9,021 $5,905
Work-in process...................... 7,027 8,282
------- -------
Total................................ $16,048 $14,187
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Page 6 of 13
<PAGE>
PART I - ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION & RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 28, 1997 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 29, 1996
Year-to-date net sales in 1997 and 1996 were $64.3 million and $49.1 million,
respectively. A substantial portion of the 1997 shipments reflects orders
received in 1996 when the Company's order intake was higher than that
experienced in prior years. Management still considers the markets served by
the Company's products to be extremely competitive and, to some extent,
affected by continuing uncertainty in Eastern Europe and the Middle East. Far
Eastern markets are particularly competitive and volatile at this time.
Certain South East Asian countries are experiencing currency instability which
contributes to uncertainty in the region. Many rubber manufacturers also
continue to operate at less than full capacity. Management anticipates that
the markets served by the Company's products will remain extremely competitive
and that those markets characterized by economic and political uncertainty
will likely continue to be affected by such conditions.
The Company received $53.9 million in orders during the first nine months of
1997 compared to $80.5 million during the same period of 1996 when the Company
received several individually large orders. In the case of major equipment
orders, up to 12 months are required to complete the manufacturing process.
Accordingly, revenues reported in the statement of operations may represent
orders received in the current or previous fiscal quarters. In addition, the
cyclical nature of industry demand and, therefore, order intake, may affect
the Company's quarterly results of operations. The Company's ability to
maintain and increase net sales depends upon a strengthening and stability in
the Company's traditional markets. There can be no assurance that any such
improvement will lead to increased orders for the Company's products. Backlog
considered firm by management at September 28, 1997 was $39.8 million
compared to $50.2 million at December 31, 1996 and $52.5 million at the end of
the third quarter of 1996. Backlog at November 5, 1997 was $43.2 million.
Year-to-date gross margin in 1997 and 1996 was $14.1 million and $11.3
million, respectively. Gross margin increased as a result of the higher sales
volume while the margin percentage declined to 22.0% from 23.0%. This
decline is largely due to the mix of products sold in the two periods and to
continued stiff competition. The 1997 year-to-date shipments also include a
higher relative proportion of new machine sales than in 1996 which generate
lower margins than the Company's more profitable spare parts, rebuild and
repair business. Lastly, the 1997 margin results reflect the impact of a $.7
million increase in commissions on shipments to markets in the world where the
Company must use outside representatives in addition to its sales force to
conduct business. Market conditions continue to exert significant pressure on
margins, a trend which is expected to continue in the foreseeable future.
Year-to-date operating expenses were reduced $.7 million to $12.2 million in
1997 compared to 1996. The decline in administrative costs is largely due to
reduced investment banking fees. The increase in selling expenses is largely
attributed to increased marketing programs including costs to attend the
premier plastic industry convention in the United States, which occurs every
three years. Research and development expenses declined primarily as a result
of reduced headcount. Lastly, the reduction in operating costs is also due to
continuing efforts to strictly control expenses.
Page 7 of 13
<PAGE>
Other income, net of other expense, includes approximately $.6 million from
the disposal of machinery and equipment the Company will no longer use which
results from consolidating its two Connecticut facilities into one single
facility. The consolidation has been substantially completed. The
consolidation is intended to reduce costs, the size of which cannot be
predicted with certainty. This action will make the Company's Derby,
Connecticut facility available for sale. Whether this facility can be sold or
leased and the proceeds that might be realized also cannot be predicted with
certainty. The remaining book value of this facility and related machinery
and equipment is included in Other Assets. No loss on the disposal of the
assets is anticipated at this time, and, as a result, no provision for loss
has been made. It is unlikely that proceeds from their disposal will be less
than the remaining book value, but if they are, a loss will be recorded at
that time.
The impact of foreign currency on the consolidated results of operations for
1997 compared to 1996 was not material. The effective income tax rates in
1997 and 1996 were 38.6% and 38.5%, respectively. The Company provides for
income taxes in the jurisdictions in which it pays income taxes at the
statutory rates in effect in each jurisdiction adjusted for differences in
providing for income taxes for financial reporting and income tax purposes.
THREE MONTHS ENDED SEPTEMBER 28, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
29, 1996.
Net sales for the third quarter of 1997 were $22.0 million, compared to the
$18.1 million for the third quarter of 1996. Order intake in the third
quarter of 1997 was $18.9 million compared to $26.6 million in the third
quarter of 1996. Sales, orders and backlog levels varied when comparing the
two quarters due to the same reasons previously discussed.
Gross margin in the third quarter of the current year was $5.4 million
compared to $4.1 million in the third quarter of 1996 and the margin
percentage increased to 24.7% from 22.9%, respectively. The increase in
margin dollars is attributed to the increased volume of shipments. The margin
percentage changed due to the same reasons previously indicated and because
shipments in the U.S. grew at a faster rate than fixed manufacturing costs.
Total operating expense incurred in the third quarter of each year was $4.2
million. Administrative costs are higher due to increased outside
professional services. The changes in selling and research and development
costs are due to the reasons previously discussed. Lastly, the reduction in
operating costs is also due to continuing efforts to strictly control
expenses.
Other income, net of other expense, includes approximately $.1 million from
the disposal of machinery and equipment resulting from the consolidation of
the Company's domestic operations, also previously discussed.
The impact of foreign currency on the consolidated results of operations for
the third quarter of 1997 compared to 1996 was not material. The tax rate in
the current years' third quarter was 41.5%. Due to the relatively small level
of pre-tax loss in the third quarter of 1996 and the effect of consolidating
domestic and foreign results, the Company recorded a larger than normal tax
benefit.
Page 8 of 13
<PAGE>
MATERIAL CONTINGENCIES
In 1995, the Company and Black & Decker entered into a Settlement Agreement
pursuant to which Black & Decker agreed to assume full responsibility for the
investigation and remediation of any pre-May, 1986 environmental contamination
at the Company's Ansonia and Derby facilities as required by the Connecticut
Department of Environmental Protection (DEP). As part of the settlement, the
Company transferred by quit claim deed a vacant surfaced parking lot to the
City of Ansonia. As required by the Settlement Agreement, a preliminary
environmental assessment of the Company's properties in Ansonia and Derby,
Connecticut has been conducted by Black & Decker. On the basis of the
preliminary data now available there is no reason to believe that any
remediation activities which might be required as a result of the findings of
the assessment will have a material effect upon the capital expenditures,
earnings or the competitive position of the Company. This forward looking
statement could, however, be influenced by the results of any further
investigation which the DEP might require, by DEP's conclusions and
requirements based upon its review of complete information when such is
available, unanticipated discoveries, the possibility that new or different
environmental laws might be adopted and the possibility that further
regulatory review or litigation might become necessary or appropriate.
In June 1997 the agreement with the Company's unionized employees expired
without a new agreement being reached. At that time the unionized employees
went on strike for one week. They returned to work and continued to work
without a new agreement. The Company and the unionized employees have now
reached agreement on the terms of a new contract.
LIQUIDITY AND CAPITAL RESOURCES; CAPITAL EXPENDITURES
Working capital and the working capital ratio at September 28, 1997 was $18.4
million and 2.0 to 1, respectively, compared to $20.3 million and 2.0 to 1,
respectively, at December 31, 1996. During the first nine months of 1997 the
Company has paid $.32 per share in dividends. The Company has also declared a
dividend of $.16 per share to be paid in the fourth quarter of 1997. The
Company's ability to pay dividends in the future is generally limited under
its credit facility described below to the aggregate of (a) 25% of net income
during the most recently completed four fiscal quarters after deducting
distributions previously made and (b) purchases by the Company of its common
stock during the same period, without the consent of and/or waiver by the
Company's bank. The Company received a waiver from its bank with respect to
these dividends.
Due to the nature of the Company's business, many sales are of a large dollar
amount. Consequently, the timing of recording such sales may cause the
balances in accounts receivable and/or inventory to fluctuate dramatically
between quarters and may result in significant fluctuations in cash provided
by operations. Historically, the Company has not experienced significant
problems regarding the collection of accounts receivable. The Company has
also generally financed its operations with cash balances, cash generated by
operations, progress payments from customers and with borrowings under its
bank credit facilities. The Company made capital expenditures of $1.4 and
$1.1 million during the first nine months of 1997 and 1996, respectively.
The Company has a worldwide multi-currency credit facility with a major U.S.
bank in an amount up to $20.0 million for direct borrowings and letters of
credit and up to <pound-sterling>3.0 million for foreign exchange contracts.
The facility contains limitations on direct borrowings and letters of credit
combined based upon stipulated levels of accounts receivable, inventory and
backlog. The facility contains covenants specifying minimum and maximum
thresholds for operating results and selected financial ratios. There were
$11.9 million and $8.1 million of letters of credit outstanding at September
28, 1997 and December 31, 1996, respectively. The facility expires on
December 31, 1999.
Page 9 of 13
<PAGE>
The Company anticipates that its cash balances, operating cash flows and
available credit lines will be adequate to fund its anticipated capital
commitments and working capital requirements for at least the next twelve
months.
Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share (FAS 128), which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact of
FAS 128 on the calculation of earnings per share is not expected to be
material.
Safe Harbor Statements under Private Securities Litigation Reform Act of 1995
Certain statements contained in the Company's public documents, including this
report and in particular, in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" may be forward looking and may
be subject to a variety of risks and uncertainties. Various factors could
cause actual results to differ materially from these statements. These
factors include, but are not limited to, the following:
pricing pressures from competitors and/or customers
continued economic and political uncertainty in certain of the Company's
markets
the Company's ability to maintain and increase gross margin levels
the Company's ability to generate positive cash
other factors which might be described from time to time in the Company's
filings with the Securities and Exchange Commission
changes in business conditions, in general, and, in particular, in the
businesses of the Company's customers and competitors.
Page 10 of 13
<PAGE>
<TABLE>
Exhibit 11
FARREL CORPORATION
------------------
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
-----------------------------------------------
(In thousands, except per share and share data)
-----------------------------------------------
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
September 28, September 29, September 28, September 29,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary
- - -------
Net income/(loss) applicable to common stock $712 ($25) $1,476 ($1,014)
============ ============ ============ =============
Weighted average number of common shares
outstanding during the period 5,949,457 5,962,876 5,952,973 5,971,312
Stock option and purchase plans 5,412 0 5,412 0
------------ ------------ ------------ -------------
Total common and common equivalent shares
outstanding 5,954,869 5,962,876 5,958,385 5,971,312
Net income/(loss) per common and common
equivalent share - primary $0.12 ($0.00) (0.25) ($0.17)
============ ============ ============ =============
Fully Diluted
- - -------------
Net income/(loss) applicable to common stock $712 ($25) $1,476 ($1,014)
============ ============ ============ =============
Weighted average number of common shares
outstanding during the period 5,949,457 5,962,876 5,952,973 5,971,312
Stock option and purchase plans 5,412 0 5,412 0
------------ ------------ ------------ -------------
Total common and common equivalent shares
outstanding 5,954,869 5,962,876 5,958,385 5,971,312
============ ============ ============ =============
Net income/(loss) per common and common
equivalent share - fully diluted $0.12 ($0.00) $0.25 ($0.17)
============ ============ ============ =============
</TABLE>
Page 11 of 13
<PAGE>
PART II - OTHER INFORMATION
ITEM 2 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 11 - (Regulation S-K) Computation of Earnings Per Share.
See Page 10.
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K
No such reports were filed by the Company during the third quarter of 1997.
Page 12 of 13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
FARREL CORPORATION
------------------
REGISTRANT
DATE: NOVEMBER 5, 1997 /S/ ROLF. K LIEBERGESELL
---------------- ----------------------------------------
ROLF K. LIEBERGESELL
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND CHAIRMAN OF THE BOARD
DATE: NOVEMBER 5, 1997 /S/ CATHERINE M. BOISVERT
---------------- ----------------------------------------
CATHERINE M. BOISVERT
VICE PRESIDENT AND CONTROLLER
(CHIEF ACCOUNTING OFFICER)
Page 13 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATON EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FARREL CORPORATION AS OF SEPTEMBER 28, 1997 AND
FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US$
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> SEP-28-1997
<EXCHANGE-RATE> 1
<CASH> 3,576
<SECURITIES> 0
<RECEIVABLES> 15,774
<ALLOWANCES> 335
<INVENTORY> 16,048
<CURRENT-ASSETS> 37,554
<PP&E> 18,839
<DEPRECIATION> 9,524
<TOTAL-ASSETS> 47,702
<CURRENT-LIABILITIES> 19,099
<BONDS> 0
0
0
<COMMON> 61
<OTHER-SE> 26,452
<TOTAL-LIABILITY-AND-EQUITY> 47,702
<SALES> 64,261
<TOTAL-REVENUES> 64,261
<CGS> 50,150
<TOTAL-COSTS> 50,150
<OTHER-EXPENSES> 12,780
<LOSS-PROVISION> 108
<INTEREST-EXPENSE> 122
<INCOME-PRETAX> 2,403
<INCOME-TAX> 927
<INCOME-CONTINUING> 1,476
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,476
<EPS-PRIMARY> $0.25
<EPS-DILUTED> $0.25
</TABLE>
