THIS REPORT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION VIA EDGAR
- -----------------------------------------------------------------
UNITED STATES
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 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-7695
KUHLMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-2058047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Skidaway Village Walk, Suite 201
Savannah, Georgia 31411
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code--(912)598-7809
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
---------- ----------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
----- -------------------------------
Common Stock, $1.00 Par Value 13,176,970
<PAGE>
PART 1.
ITEM 1. FINANCIAL STATEMENTS
KUHLMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1995 1994 1995 1994
-------- ------- -------- --------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . $108,561 $102,192 $318,301 $297,033
Cost of goods sold. . . . . . . . . 86,500 82,186 256,136 238,247
-------- -------- -------- --------
Gross profit . . . . . . . . . . . 22,061 20,006 62,165 58,786
Selling, engineering, general and
administrative expenses . . . . 14,150 13,136 41,063 39,291
-------- -------- -------- --------
Operating profit . . . . . . . . . 7,911 6,870 21,102 19,495
-------- -------- -------- --------
Other income(expense):
Interest expense, net . . . . . (1,677) (1,599) (5,360) (5,105)
Merger expenses . . . . . . . . --- --- (4,510) ---
Other, net . . . . . . . . . . . (481) 234 895 104
-------- -------- -------- --------
Total other income(expense),
net (2,158) (1,365) (8,975) (5,001)
-------- -------- -------- --------
Income before taxes and
extraordinary item . . . . . . . 5,753 5,505 12,127 14,494
Taxes on income . . . . . . . . . . 2,360 1,986 5,911 5,528
-------- -------- -------- --------
Income before extraordinary item. . 3,393 3,519 6,216 8,966
Extraordinary item
(net of tax effect of $1,175). . --- --- (1,861) ---
-------- -------- -------- --------
Net income. . . . . . . . . . . . . $ 3,393 $ 3,519 $ 4,355 $ 8,966
======== ======== ======== ========
Per share amounts:
Income before extraordinary
item . . . . . . . . . . . . $ 0.26 $ 0.26 $ 0.47 $ 0.66
Extraordinary item . . . . . . . --- --- (0.14) ---
-------- -------- -------- --------
Net income . . . . . . . . . . . $ 0.26 $ 0.26 $ 0.33 $ 0.66
======== ======== ======== ========
Average shares outstanding. . . . . 13,227 13,639 13,181 13,672
======== ======== ======== ========
</TABLE>
The Notes To Consolidated Financial Statements
should be read in conjunction with these statements.
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . $ 3,803 $ 3,036
Accounts receivable, less reserves of $1,235 and
$990 at September 30, 1995 and December 31, 1994,
respectively . . . . . . . . . . . . . . . . . . . . . 66,897 59,892
Inventories . . . . . . . . . . . . . . . . . . . . . 46,553 43,713
Deferred income taxes. . . . . . . . . . . . . . . . . 3,783 6,071
Prepaid expenses and other current assets . . . . . . 4,631 5,887
-------- --------
Total current assets . . . . . . . . . . . . . . . 125,667 118,599
-------- --------
Plant and equipment, at cost:
Land, buildings and leasehold improvements . . . . . . 36,704 35,977
Machinery and equipment . . . . . . . . . . . . . . . 114,803 107,692
Construction in progress . . . . . . . . . . . . . . . 3,978 2,668
-------- --------
. . . . . . . . . . . . . . . . . . . . . . . . . . 155,485 146,337
Less - accumulated depreciation . . . . . . . . . . . (86,531) (81,587)
-------- --------
. . . . . . . . . . . . . . . . . . . . . . . . . . 68,954 64,750
-------- --------
Intangible assets, net of amortization of $2,377 and
$1,496 at September 30, 1995 and December 31, 1994,
respectively . . . . . . . . . . . . . . . . . . . . . 38,221 39,452
Other assets . . . . . . . . . . . . . . . . . . . . . . 4,159 6,384
-------- --------
. . . . . . . . . . . . . . . . . . . . . . . . . . $237,001 $229,185
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable. . . . . . . . . . . . . . . . . . . . . $ --- $ 2,000
Current portion of long-term debt . . . . . . . . . . 8,736 5,878
Accounts payable . . . . . . . . . . . . . . . . . . . 37,800 30,624
Accrued liabilities . . . . . . . . . . . . . . . . . 30,395 30,596
-------- --------
Total current liabilities . . . . . . . . . . . . . 76,931 69,098
-------- --------
Bank debt. . . . . . . . . . . . . . . . . . . . . . . . 73,051 59,253
Other long-term debt . . . . . . . . . . . . . . . . . . 3,285 17,642
-------- --------
Total long-term debt. . . . . . . . . . . . . . . . 76,336 76,895
-------- --------
Accrued postretirement benefits . . . . . . . . . . . . 8,513 8,943
-------- --------
Deferred income taxes. . . . . . . . . . . . . . . . . . 1,209 1,033
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . 162,989 155,969
-------- --------
Shareholders' equity:
Preferred stock, par value $1.00, authorized 2,000
shares, none issued; Junior participating preferred
stock, series A, no par value, authorized 200
shares, none issued . . . . . . . . . . . . . . . . --- ---
Common stock, par value $1.00, authorized 20,000
shares, issued 13,239 shares at September 30, 1995
and 13,100 at December 31, 1994, respectively . . . 13,239 13,100
Additional paid-in capital . . . . . . . . . . . . . . 26,207 25,300
Retained earnings . . . . . . . . . . . . . . . . . . 36,135 36,672
Cumulative translation adjustment. . . . . . . . . . . (1,526) (1,813)
Minimum pension liability. . . . . . . . . . . . . . . (43) (43)
-------- --------
Total shareholders' equity . . . . . . . . . . . . 74,012 73,216
-------- --------
$237,001 $229,185
======== ========
</TABLE>
The Notes to Consolidated Financial Statements
should be read in conjunction with these statements.
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------
1995 1994
-------- --------
(Unaudited)
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . $ 4,355 $ 8,966
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary item, net. . . . . . . . . . . . . 1,861 ---
Merger expenses. . . . . . . . . . . . . . . . . 4,510 ---
Depreciation and amortization . . . . . . . . . 8,789 8,532
Deferred income taxes, net . . . . . . . . . . . 2,806 1,721
Provision for losses on accounts receivable . . 994 106
(Gain) loss on sale of assets. . . . . . . . . . (29) 15
Other, net . . . . . . . . . . . . . . . . . . . (61) (967)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . (7,142) (7,820)
Inventories . . . . . . . . . . . . . . . . . (2,725) 2,983
Prepaid expenses and other current assets . . 1,177 (1,644)
Accounts payable. . . . . . . . . . . . . . . 7,061 7,695
Accrued expenses. . . . . . . . . . . . . . . (175) (2,731)
-------- --------
Net cash provided by operating activities . . . . 21,421 16,856
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . (11,856) (9,604)
Proceeds from the sale of assets . . . . . . . . 89 185
-------- --------
Net cash used by investing activities . . . . . . (11,767) (9,419)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in revolver . . . . . . . . . . . . . . . 323 (16,964)
Proceeds from issuance of long-term debt . . . . 24,873 676
Repayments of long-term debt . . . . . . . . . . (25,539) (6,210)
Dividends . . . . . . . . . . . . . . . . . . . (3,829) (2,723)
Stock options exercised . . . . . . . . . . . . 917 647
Payments for merger and related expenses . . . . (5,675) ---
Restricted cash. . . . . . . . . . . . . . . . . --- 1,800
Other. . . . . . . . . . . . . . . . . . . . . . (103) ---
-------- --------
Net cash used by financing activities . . . . . . (9,033) (22,774)
-------- --------
Effect of exchange rate changes on cash and
cash equivalents . . . . . . . . . . . . . . . . 146 35
-------- --------
Net increase(decrease) in cash and cash equivalents 767 (15,302)
Cash and cash equivalents at beginning of period . 3,036 18,994
-------- --------
Cash and cash equivalents at end of period . . . . $ 3,803 $ 3,692
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . $ 5,132 $ 5,438
======== ========
Income taxes, net of refunds . . . . . . . . . . $ 1,807 $ 2,219
======== ========
</TABLE>
The Notes To Consolidated Financial Statements
should be read in conjunction with these statements.
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For The Nine Months Ended September 30, 1995
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Additional Cumulative Minimum
Common Paid-in Retained Translation Pension
Stock Capital Earnings Adjustment Liability Total
<S> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1994. . . . $13,100 $25,300 $36,672 $(1,813) $ (43) $73,216
Net income . . . . . . . . --- --- 4,355 --- --- 4,355
Foreign currency
translation adjustment . --- --- --- 287 --- 287
Cash dividends declared
($0.45 per share) (1). . --- --- (4,892) --- --- (4,892)
Issuance of stock. . . . . 16 176 --- --- --- 192
Stock options exercised. . 123 794 --- --- --- 917
Other. . . . . . . . . . . --- (63) --- --- --- (63)
Balances at
September 30, 1995 $13,239 $26,207 $36,135 $(1,526) $ (43) $74,012
(1) Dividends per share prior to May 31, 1995 have not been restated to reflect
the Schwitzer merger.
</TABLE>
The Notes To Consolidated Financial Statements
should be read in conjunction with these statements.
<PAGE>
KUHLMAN CORPORATION AND SUBSIDIARIES
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 1995
(Unaudited)
1. Consolidated Financial Statements
On May 31, 1995, Kuhlman Corporation (the "Company") merged
with Schwitzer, Inc. ("Schwitzer"). The merger was accounted for
as a pooling of interests. The financial information has been
restated to reflect the combined balance sheets and results of
operations of both companies as if the merger had been in effect
for all periods presented. Further information pertaining to the
merger is presented in Note 2 - Merger with Schwitzer, Inc.
The consolidated balance sheet at September 30, 1995 and the
related consolidated statements of income, cash flows and
shareholders' equity for the periods ended September 30, 1995 and
1994, have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position of the Company at September 30, 1995 and the results of
operations and cash flows for the three and nine months ended
September 30, 1995 and 1994, have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted from
the accompanying financial statements. These consolidated
financial statements should be read in conjunction with the
supplemental consolidated financial statements and notes thereto
contained in the Company's current report on Form 8-K dated July
21, 1995 and the consolidated financial statements and notes
thereto contained in the Company's and Schwitzer's Annual Reports
on Form 10-K for the years ended December 31, 1994 and January 1,
1995, respectively.
The results of operations for the nine months ended September
30, 1995 are not necessarily indicative of the results to be
expected for the full year 1995.
Certain amounts in the 1994 consolidated financial statements
have been reclassified to conform with the 1995 presentation.
2. Merger with Schwitzer, Inc.
On May 31, 1995, a wholly-owned subsidiary of the Company
merged with and into Schwitzer, a New York Stock Exchange listed
company, whereby Schwitzer became a wholly-owned subsidiary of
the Company. The merger was accounted for under the pooling of
interests method of accounting. As provided for in the merger
agreement, each share of Schwitzer common stock was converted
into 0.9615 share of the Company's common stock, resulting in the
Company issuing approximately 6,980,000 shares of stock.
In accordance with the pooling of interests method of
accounting, the Company's financial statements have been restated
for all periods presented to include the results of Schwitzer.
Operating results for the Company and Schwitzer for three and
nine months ended September 30, 1994, prior to the combination,
are presented in the table below, in thousands.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1994 1994
------------------ ------------------
<S> <C> <C>
The Company
Net sales $ 64,133 $183,539
Net income 1,286 2,718
- --------------------------------------------------------------
Schwitzer
Net sales $ 38,059 $113,494
Net income 2,233 6,248
- --------------------------------------------------------------
Combined
Net sales $102,192 $297,033
Net income 3,519 8,966
</TABLE>
3. Earnings and Dividends Per Share
Earnings per share in the accompanying consolidated
statements of income for the three and nine months ended
September 30, 1995 and 1994 have been computed based on the
average number of shares of common stock and common stock
equivalents, if any, outstanding throughout the period. The
weighted shares outstanding for the three months and nine months
ended September 30, 1994 included 612,000 and 688,000 shares,
respectively, resulting from the dilutive effects of common stock
equivalents. There was no dilutive effect of common stock
equivalents in 1995.
A cash dividend of $0.15 per share was declared during each
of the first three quarters of 1995 and 1994. Dividends per
share prior to May 31, 1995 have not been restated to reflect the
Schwitzer merger.
4. Inventories
<TABLE>
Inventories consisted of the following, in thousands:
<CAPTION>
September 30, December 31,
1995 1994
---------- ----------
(unaudited)
<S> <C> <C>
FIFO cost:
Raw materials $ 20,573 $ 17,333
Work-in-process 7,180 8,262
Finished goods 21,870 21,677
---------- ----------
Total 49,623 47,272
Excess of FIFO
over LIFO cost (3,070) (3,559)
---------- ----------
Net inventories $ 46,553 $ 43,713
========== ==========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On May 31, 1995, a wholly-owned subsidiary of Kuhlman Corporation
(the "Company") merged with and into Schwitzer, Inc.
("Schwitzer") whereby Schwitzer became a wholly-owned subsidiary
of the Company. In the transaction, each outstanding share of
common stock of Schwitzer was converted into 0.9615 share of the
Company's common stock, resulting in the Company issuing
approximately 6,980,000 shares of stock. The merger was
accounted for as a pooling of interests, with prior-period
financial results restated to reflect the merger. In connection
with the merger, Kuhlman and Schwitzer incurred one-time
transaction costs which totaled approximately $5,600,000 (net of
tax) and included costs associated with the early extinguishment
of debt ("Merger Expenses"). The Merger Expenses were recorded
in the Company's financial statements in the second quarter of
1995.
Upon completion of the merger with Schwitzer, the Company's
business units were realigned in recognition of the distinct
markets and customers it services into two product segments:
Electrical and Industrial. The Electrical Products segment
manufactures and sells primarily electrical equipment and wire
and cable products while the Industrial Products segment
manufactures and sells primarily non-automotive engine
components.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated approximately $21,421,000 in cash flow from
operations in the first three quarters of 1995 compared to
$16,856,000 for the same period in 1994, an increase of
$4,565,000 (27%). Cash flow from operations improved in 1995
over the 1994 period due to higher net income before Merger
Expenses and the negative impact of payments made in 1994 for
certain restructuring activities, partially offset by greater
working capital needs for inventories in 1995. Working capital
(net of cash) was $44,933,000 and $46,465,000 at September 30, 1995
and December 31, 1994, respectively. When compared to
September 30, 1994, working capital (net of cash) increased by
$3,677,000 (9%), primarily due to greater investments in accounts
receivable and inventory. Cash and cash equivalents were
$3,803,000 at September 30, 1995 compared to $3,036,000 at
December 31, 1994. Accounts receivable, net increased $7,005,000
(12%) to $66,897,000 at September 30, 1995 from the end of 1994
because of the Company's record sales volume in 1995. Similarly,
inventory levels increased $2,840,000 (7%) to $46,553,000 at
September 30, 1995 from the end of 1994 primarily because of
higher anticipated sales activity in the Electrical Segment for
power transformers and certain cable products. Prepaid expenses
and other current assets and deferred income taxes declined
$3,544,000 (30%) to $8,414,000 at September 30, 1995 from the end
of 1994 primarily due to the receipt of cash on a covenant not to
compete, an income tax refund and changes in deferred income tax
assets.
Accounts payable and accrued expenses increased $6,975,000 (11%)
to $68,195,000 at September 30, 1995 from December 31, 1994
primarily due to higher accounts payable to vendors caused by the
greater levels of inventories noted above. Total debt outstanding
was $85,072,000 at September 30, 1995, up $299,000 from December 31,
1994. The Company's cash flow from operations for the first nine
months of 1995 was used primarily to fund capital expenditures,
dividends and the Merger Expenses, which left the debt levels
virtually unchanged since the end of 1994. In addition, subsequent
to the merger, the Company repaid substantially all of the domestic
debt of Schwitzer with proceeds borrowed under the Company's current
bank loan facility which was increased by $22,000,000 to
accommodate the repayment and to pay the associated Merger
Expenses. The Company refinanced the domestic debt of Schwitzer
in order to lower its overall interest rate on borrowed funds.
The cost associated with the early retirement of Schwitzer's
domestic debt was recognized as an extraordinary item on the
Company's Statement of Income.
Capital Expenditures for the first nine months of 1995 were
$11,856,000, up $2,252,000 from the same period in the prior
year. In the Industrial Products segment, the Company increased
its expenditures for additions to machinery and equipment to
upgrade product quality, enhance output capacity and add tooling
for application of certain products to specific customer orders,
particularly turbochargers. Also, expenditures made in the
Electrical Products segment were primarily for normal additions
and for final installation of certain jacketing and extrusion
lines to enhance the Company's wire and cable manufacturing
capabilities.
As noted above, the Company recorded a one-time charge in the
second quarter of 1995 for the Merger Expenses, which amounted
to $5,600,000 (net of tax) for various legal, accounting and
other professional services utilized to complete the merger and
the cost associated with the early extinguishment of debt.
Management believes that the Company's liquidity, forecasted cash
flows, available borrowing capacity and other financial resources
are adequate to support the anticipated operations, to finance
future capital expenditures as previously planned and to service
all existing debt requirements.
RESULTS OF OPERATIONS
The following table summarizes net sales and operating profit by
segment, in thousands:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ---------------------
1995 1994 1995 1994
------ ------ ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales:
Electrical $ 63,898 $ 62,387 $178,902 $177,829
Industrial 44,663 39,805 139,399 119,204
-------- -------- -------- --------
$108,561 $102,192 $318,301 $297,033
======== ======== ======== ========
Income before taxes and extraordinary item:
Electrical $ 3,601 $ 3,385 $ 9,310 $ 8,341
Industrial 4,998 4,411 15,060 13,218
Corporate (1,175) (1,006) (3,003) (2,899)
-------- -------- -------- --------
7,424 6,790 21,367 18,660
Interest
expense, net (1,677) (1,599) (5,360) (5,105)
Merger expenses --- --- (4,510) ---
Unallocated 6 314 630 939
-------- -------- -------- --------
$ 5,753 $ 5,505 $ 12,127 $ 14,494
======== ======== ======== ========
</TABLE>
Three Months Ended September 30, 1995 and 1994
The Company posted record net sales and operating profit in the
third quarter of 1995. Net sales and operating profit increased
approximately 6% and 15%, respectively, in the third quarter of
1995 when compared to the same period in 1994. The increases
were attributable to positive gains reported in each of the
Company's two product segments.
Net sales were $108,561,000 in the third quarter of 1995 compared
to $102,192,000 reported for the same period in 1994, an increase
of $6,369,000 (6%). The increase in net sales occurred primarily
in the Industrial Segment, as worldwide demand for turbochargers
and certain other products remained strong throughout the period.
Net sales for the Electrical Products Segment increased modestly
in the third quarter of 1995 compared to the same period in 1994
primarily because higher sales volume along most key product
lines was partially offset by lower unit sales of distribution
transformers. Unit sales of distribution transformers were lower
as a consequence of certain downsizing actions initiated in the
fourth quarter of 1994 to reduce operating costs and to improve
the Company's competitiveness in markets for those products. In
addition to the sales gains noted above, bookings for new orders
in both the Electrical and Industrial Products Segments continued
to show positive momentum. Overall, the Company's backlog was
$108,167,000 at September 30, 1995, up $7,342,000 (7%) from June
30, 1995, primarily due to increased orders for booster cables.
Operating profit for the third quarter of 1995 was $7,911,000
compared to $6,870,000 reported for the same period in 1994, an
increase of $1,041,000 (15%). Operating profit margins advanced
to 7.3% of net sales in the third quarter of 1995, the Company's
highest in the last 13 quarters, because of improved operating
performance for electrical transformers and certain industrial
products. In the Electrical Products Segment, margins on certain
transformer products improved in the third quarter of 1995
because of benefits realized from profit improvement programs
implemented in 1994. The positive impact of those benefits was
partially offset by lower margins earned on certain wire and
cable products due to the continued softness in certain sectors
of the U.S. economy, particularly for retail sales and new
construction. Operating margins within the Industrial Products
Segment improved due to lower unit production costs and slight
reductions in raw material costs. Overall, operating expenses as
a percentage of sales remained relatively flat at 13.0% and 12.9%
for the third quarters of 1995 and 1994, respectively. Operating
expenses increased $1,014,000 in the third quarter of 1995 to
$14,150,000 when compared to the same period in 1994 primarily
due to the record sales volume in the current quarter.
Interest expense, net in the third quarter of 1995 was $1,677,000
compared to $1,599,000 for the same period in 1994. The increase
in interest expense, net was due primarily to higher debt levels
caused by greater working capital needs. Other, net in the third
quarter of 1995 was a net expense of $481,000 compared to income
of $234,000 for the same period in 1994. Other, net, was benefitted
in the third quarter of 1994 by certain miscellaneous income including
payment on the covenant not to compete which was not present in the
same quarter in 1995. The covenant not to compete, which paid the
Company approximately $1,250,000 per year, expired in the second
quarter of 1995.
Net income for the third quarter of 1995 was $3,393,000 ($0.26
per share) compared to $3,519,000 ($0.26 per share) for the same
period in 1994. Net income for last year's third quarter was
benefitted by $450,000 or $0.03 per share principally from the
covenant not to compete and other miscellaneous income noted
above which were not present in the 1995 period. Excluding this
non-operating income, net income increased 11% in the third
quarter of 1995 over the same period in 1994.
Nine Months Ended September 30, 1995 and 1994
Net sales, operating profit and net income excluding the Merger
Expenses ("Operating Net Income") were higher for the first nine
months of 1995 compared to the similar period in 1994 primarily
because of the positive operating momentum in both the Electrical
and Industrial Products segments.
Net sales for the first three quarters of 1995 were $318,301,000
compared to $297,033,000 for the same period in 1994, an increase
of $21,268,000 (7%). The increase was due primarily to the record
sales volume recorded in the Industrial Products segment, which
experienced strong worldwide demand across many of its primary
product lines. Net sales for the first nine months of 1995 for
the Electrical Products segment were up slightly when compared to
the same period in 1994 because higher sales of certain wire and cable
products were mostly offset by lower sales of distribution transformers
due to the impact of the downsizing programs implemented in late
1994.
Operating profit for the first nine months of 1995 was
$21,102,000 compared to $19,495,000 reported for the same period
in 1994, an increase of $1,607,000 (8%). The increase in
operating profit was due substantially to the higher sales volume
in the Industrial Products segment, offset somewhat by lower
operating profits earned on sales of certain wire and cable
products. Operating profit for wire and cable products declined
mainly because of lower sales of booster cables in the first
quarter of 1995 caused by the mild winter and lower gross margins
earned on various product lines due to the softness in the U.S.
economy, particularly for retail sales and new construction, and
the impact of higher copper costs. Consolidated operating profit
margin, as a percentage of sales, for the first three quarters of
1995 and 1994 were essentially the same at 6.6%. Operating
profit margin as a percentage of sales remained constant in the
first nine months of 1995 because the lower gross profit margins
noted above were partially offset by a lower percentage of
operating expenses. Operating expenses for the first nine months
of 1995 were $41,063,000 or 12.9% of net sales compared to
$39,291,000 or 13.2% of net sales for the same period in 1994.
The increased operating expenses were due to the higher sales
noted above, partially offset by the benefits derived from cost
containment programs throughout the Company.
Interest expense, net for the first nine months of 1995 was
$5,360,000 compared to $5,105,000 for the same period in 1994.
The increase in interest expense, net was due primarily to higher
interest rates throughout the period and to a lesser extent
higher debt levels caused by greater working capital needs.
Other, net in the first nine months of 1995, was income of $895,000
compared to $104,000 for the same period in 1994. Other, net, was
benefitted in the second quarter of 1995 by approximately $850,000
for the settlement of certain liabilities partially offset by the
expiration of the covenant not to compete as noted above.
Operating Net Income for the first nine months of 1995 was
$9,955,000 ($0.76 per share) compared to $8,966,000 ($0.66 per
share) for the same period in 1994, an increase of $989,000 or
11%. The increase in Operating Net Income was due to the factors
noted above. Net income for the three quarters of 1995 was
$4,355,000 ($0.33 per share), which was impacted by the
recognition of the Merger Expenses of $5,600,000, net of tax
($0.43 per share).
OUTLOOK FOR 1995
Management believes that the results of the third quarter support
its view that the Company is positioned to grow and prosper in
the future.
PART II. OTHER INFORMATION
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 Financial Data Schedule for the nine month period ended
September 30, 1995.
(b) Reports on Form 8-K
During the period covered by this report, Registrant has filed
the following reports on Form 8-K.
Form 8-K dated July 21, 1995 reporting supplemental
consolidated financial statements under Item 7.
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.
-----------------------------------
Kuhlman Corporation
(Registrant)
/s/ Robert S. Jepson, Jr.
-----------------------------------
Robert S. Jepson, Jr.
Chairman and Chief Executive Officer
/s/ Vernon J. Nagel
-----------------------------------
Vernon J. Nagel
Executive Vice President of Finance and
Chief Financial Officer
Date: November 13, 1995
-----------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 3,803
<SECURITIES> 0
<RECEIVABLES> 68,132
<ALLOWANCES> 1,235
<INVENTORY> 46,553
<CURRENT-ASSETS> 125,667
<PP&E> 155,485
<DEPRECIATION> 86,531
<TOTAL-ASSETS> 237,001
<CURRENT-LIABILITIES> 76,931
<BONDS> 76,336
<COMMON> 13,239
0
0
<OTHER-SE> 60,773
<TOTAL-LIABILITY-AND-EQUITY> 237,001
<SALES> 318,301
<TOTAL-REVENUES> 318,301
<CGS> 256,136
<TOTAL-COSTS> 256,136
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 994
<INTEREST-EXPENSE> 5,574
<INCOME-PRETAX> 12,127
<INCOME-TAX> 5,911
<INCOME-CONTINUING> 6,216
<DISCONTINUED> 0
<EXTRAORDINARY> 1,861
<CHANGES> 0
<NET-INCOME> 4,355
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.33
</TABLE>
