_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
___
: X : QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
:___: EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
___
: : TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
:___: EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission file number 0-1252
__________________________________________________
JOSLYN CORPORATION
_______________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Illinois 36-3560095
_______________________________________ ______________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30 South Wacker Drive -
Chicago, Illinois 60606
_______________________________________ ______________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-2900
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.
X
YES _____ NO _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of March 31, 1994.
$1.25 Par Value Common Stock 7,108,753 Shares
_____________________________________________________________________________
Page 1 of 9
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CONDENSED FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Although certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in the
latest Annual Report on Form 10-K of the Company for the year ended December
31, 1933.
The condensed consolidated financial statements included herein reflect all
adjustments, consisting only of normal recurring adjustments which, in the
opinion of management, are necessary to present a fair statement of the results
for the interim periods.
The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
Page 2
<PAGE>
JOSLYN CORPORATION
BALANCE SHEET
MARCH 31, 1994 AND DECEMBER 31, 1993
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
==========================================================================================================================
MARCH DECEMBER LIABILITIES AND SHARE- MARCH DECEMBER
ASSETS 1994 1993 HOLDERS' EQUITY 1994 1993
- --------------------------------------------------------------------------------------------------------------------------
<C> <S> <S> <S> <S> <S>
Current Assets: Current Liabilities:
Cash and Cash Equivalents $ 35,062 $ 41,102 Accounts Payable $ 9,742 $ 12,308
---------- ---------- Accrued Liabilities 23,213 25,454
Receivables, Less Allowance Income Taxes 4,702 3,295
for Doubtful Accounts $ 28,883 $ 25,676 ----------- ----------
---------- ---------- Total Current Liabilities $ 37,657 $ 41,057
Inventories: ----------- ----------
Finished Goods $ 7,800 $ 6,788 Postretirement Medical Liability 14,267 13,990
Work-In-Process 13,791 11,407
Raw Materials 15,288 18,165 Environmental Accrual 7,500 8,000
---------- ---------- ----------- ----------
Total Inventories $ 36,879 $ 36,360 Total Liabilities $ 59,424 $ 63,047
---------- ---------- ----------- ----------
Prepaid Income Taxes and Shareholders' Equity:
Other Current Assets $ 11,554 $ 10,960
---------- ---------- Common Stock $1.25 Par Value
Total Current Assets $ 112,378 $ 114,098 Authorized 20,000,000 shares
---------- ---------- Issued 7,109,000 shares in 1994
Other Assets $ 8,063 $ 8,200 and 7,104,000 shares in 1993. $ 8,886 $ 8,880
---------- ----------
Plant and Equipment, at Cost $ 81,389 $ 80,330 Retained Earnings 92,822 91,124
Less Accumulated Depreciation (41,398) (40,346)
---------- ---------- Equity Adjustments (700) (769)
Net Plant and Equipment $ 39,991 $ 39,984 ----------- ----------
---------- ---------- Total Shareholders' Equity $ 101,008 $ 99,235
----------- ----------
Total Liabilities and
Total Assets $ 160,432 $ 162,282 Shareholders' Equity $ 160,432 $ 162,282
==========================================================================================================================
</TABLE>
Page 3
<PAGE>
JOSLYN CORPORATION
CONDENSED INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1994 AND 1993
(Dollar Amounts in Thousands Except Per Share Amounts)
QUARTER ENDED
MARCH 31,
1994 1993
----------- --------
Net Sales $53,919 $57,430
Cost of Goods Sold 39,151 41,694
Selling and General Expenses 8,992 8,964
Other Expense, Net 310 605
Investment Income (380) (251)
-------- --------
Income before Income Taxes $ 5,846 $ 6,418
Income Taxes 2,100 2,500
-------- --------
Net Income $ 3,746 $ 3,918
======== ========
Per Share of Common Stock:
Net Income $ .53 $ .55
======== ========
Dividends $ .30 $ .29
======== ========
Average Number of Shares Outstanding 7,107,000 7,075,000
========== ==========
Page 4
<PAGE>
JOSLYN CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(Dollar Amounts in Thousands)
1994 1993
- ------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net Income from Operations $ 3,746 $ 3,918
Adjustments to Reconcile Net Income to Net Cash
Flows from Operating Activities:
Depreciation and Amortization 1,329 1,310
Deferred Income Taxes 202 (123)
Change in Assets and Liabilities:
(Increase) in Receivables (3,208) (5,513)
Decrease in Inventories 1,103 1,424
(Decrease) in Accounts Payable (2,561) (1,250)
(Decrease) in Current and Long-term
Environmental Accruals (596) (348)
Other, Net (943) 1,235
- ------------------------------------------------------------------------
Net Cash Flows from Operating Activities $ (928) $ 653
- ------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital Expenditures $ (944) $ (851)
Acquisition of Product Line (2,500) -
Disposition of Product Line 540 -
Other, Net (166) 147
- ------------------------------------------------------------------------
Net Cash Flows from Investing Activities $(3,070) $ (704)
- ------------------------------------------------------------------------
Cash Flows from Financing Activities:
Dividends Paid $(2,132) $(2,054)
Other, Net 90 157
- ------------------------------------------------------------------------
Net Cash Flows from Financing Activities $(2,042) $(1,897)
- ------------------------------------------------------------------------
Net (Decrease) in Cash and Cash Equivalents $(6,040) $(1,948)
========================================================================
Supplemental Disclosures:
Income Taxes Paid $ 521 $ 764
Interest Paid 35 8
Page 5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------
As of March 31, 1994, the working capital ratio for the Corporation remained
strong at 2.98 to 1 compared to 2.78 to 1 at December 31, 1993.
Joslyn spent $2.5 million on the purchase of the assets of the Poleline
Hardware Division of the Stanley G. Flagg Company which consist of fiberglass
and iron cast poleline hardware. Other significant reasons for the net $6.0
million decrease in Cash and Cash Equivalents are summarized in the Condensed
Statement of Cash Flows.
Due to the Corporation's strong cash position, the lines of credit established
with financial institutions were reduced from $15 million to $10 million.
Significant Balance Sheet fluctuations between March 31, 1994 and December 31,
1993 were 1) Accounts Receivable was $3.2 million greater primarily because
sales in March 1994 were $4.0 million, or 12.5%, greater than in December 1993
and 2) Accounts Payable was $2.6 million, or 20.9%, less on March 31st due to
the short-term timing of payments.
The Corporation continued minor product line revisions by selling a product
line of Cutouts for an immaterial amount.
Page 6
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Consolidated sales and operating income by business segment for the quarter
ended March 31, 1994 and 1993 are as follows (000's omitted):
Quarter Ended Increase
March 31, (Decrease)
1994 1993 Dollars Percent
--------- --------- ----------------
Net Sales
Electrical Technologies $33,136 $37,197 $(4,061) (11)%
Utility Systems 20,783 20,233 550 3
--------- --------- --------
Total $53,919 $57,430 $(3,511) (6)
========= ========= ========
Operating Income
Electrical Technologies $ 5,442 $ 6,171 $ (729) (12)
Utility Systems 1,442 1,633 (191) (12)
--------- --------- --------
Total $ 6,884 $ 7,804 $ (920) (12)
========= ========= ========
Net sales and operating income decreased 6% and 12%, respectively, for the
quarter ended March 31, 1994 compared to the first quarter of 1993.
The Electrical Technologies segment net sales and operating income decreased
11% and 12%, respectively, for the first quarter of 1994 compared to the
corresponding quarter in 1993. The 1993 first quarter was a record first
quarter for this segment. Increased performance by Hi-Voltage and Joslyn
Jennings did not offset weak quarters by Power Products, Joslyn Electronic
Systems and Air-Dry Corporations. Weather related problems and slower than
anticipated introduction and acceptance of new products contributed to this
segment's weaker performance.
The Utility Systems business segment's net sales increased 3% in the first
quarter of 1994 compared to the first quarter of 1993 as sales of the hardware
products improved. The segment's operating income, however, decreased 12% for
the same time primarily due to shifts in product mix and reduced foreign sales
by Electrical Apparatus. During this quarter, the marginally profitable
product line of cutouts was sold and the assets of another product line of
fiberglass and iron cast poleline hardware were purchased but the sales of the
new product line were not significant in the current quarter.
Joslyn was able to keep the gross profit margin in the first quarter of 1994
as a percent of sales at 27.4% which is the same rate as in the first quarter
of 1993. This was accomplished by cost controls and some reductions in period
expenses. However the reduction in sales volume resulted in net income
decreasing by $176 thousand or 4.4%.
Page 7
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
_________________
Not Applicable.
Item 2. Changes in Security
___________________
Not Applicable.
Item 3. Defaults Upon Senior Securities
_______________________________
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
___________________________________________________
None
Item 5. Other Information
_________________
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
________________________________
None
Page 8
<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.
JOSLYN CORPORATION
__________________________________
Registrant
Date: May 10, 1994 /s/ Raymond E. Micheletti
____________________________________
Raymond E. Micheletti
President and Chief
Executive Officer
Date: May 10,1994 /s/ Lawrence G. Wolski
____________________________________
Lawrence G. Wolski
Executive Vice President and
Chief Financial Officer
Page 9
