THIS REPORT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION VIA EDGAR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1998
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.)
3 Skidaway Village Square
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 15, 1998
----- --------------------------------
Common Stock, $1.00 Par Value 16,851,870
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<PAGE>
ITEM 1.
KUHLMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1998 1997 1998 1997
--------- --------- --------- ---------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . $ 192,856 $ 164,364 $ 571,100 $ 468,733
Cost of goods sold . . . . . . 148,927 125,230 439,631 361,343
--------- --------- --------- ---------
Gross profit . . . . . . . . . 43,929 39,134 131,469 107,390
--------- --------- --------- ---------
Operating expenses:
Selling, engineering,
general and administra-
tive expenses . . . . . . 24,768 23,119 75,381 64,561
Intangible amortization. . . 900 774 2,715 2,109
--------- --------- --------- ---------
Total operating expenses 25,668 23,893 78,096 66,670
--------- --------- --------- ---------
Operating profit . . . . . . . 18,261 15,241 53,373 40,720
--------- --------- --------- ---------
Other income(expense):
Interest expense, net. . . . (1,677) (1,882) (5,364) (6,848)
Other, net . . . . . . . . . (617) (637) (1,306) (1,340)
--------- --------- --------- ---------
Total other
income(expense), net . (2,294) (2,519) (6,670) (8,188)
--------- --------- --------- ---------
Income before taxes. . . . . . 15,967 12,722 46,703 32,532
Taxes on income. . . . . . . . 6,198 5,049 18,127 13,168
--------- --------- --------- ---------
Net income . . . . . . . . . . $ 9,769 $ 7,673 $ 28,576 $ 19,364
========= ========= ========= =========
Per share amounts:
Net income - basic . . . . . $ 0.58 $ 0.47 $ 1.71 $ 1.32
========= ========= ========= =========
Net income - diluted . . . . $ 0.56 $ 0.45 $ 1.64 $ 1.25
========= ========= ========= =========
Average shares outstanding:
Basic. . . . . . . . . . . . 16,807 16,425 16,704 14,698
========= ========= ========= =========
Diluted. . . . . . . . . . . 17,393 17,133 17,430 15,464
========= ========= ========= =========
</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,
1998 1997
---------- ----------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . $ 4,911 $ 6,529
Accounts receivable, less reserves of $3,473
and $3,726 at September 30, 1998 and
December 31, 1997, respectively . . . . . . 120,262 104,190
Inventories . . . . . . . . . . . . . . . . . 76,653 71,282
Deferred income taxes. . . . . . . . . . . . . 13,045 13,540
Prepaid expenses and other current assets . . 5,430 4,726
---------- ----------
Total current assets . . . . . . . . . . . . 220,301 200,267
---------- ----------
Plant and equipment, at cost:
Land, buildings and leasehold improvements . . 53,023 51,874
Machinery and equipment . . . . . . . . . . . 175,158 173,300
Construction in progress . . . . . . . . . . . 11,897 5,720
---------- ----------
240,078 230,894
Less - accumulated depreciation . . . . . . . (118,435) (105,368)
---------- ----------
121,643 125,526
---------- ----------
Intangible assets, net of amortization of
$10,160 and $7,445 at September 30, 1998
and December 31, 1997, respectively . . . . . 120,903 123,616
---------- ----------
Other assets . . . . . . . . . . . . . . . . . . 12,461 11,909
---------- ----------
$ 475,308 $ 461,318
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . $ 1,066 $ 1,475
Accounts payable . . . . . . . . . . . . . . . 61,870 50,913
Accrued liabilities . . . . . . . . . . . . . 80,999 87,814
---------- ----------
Total current liabilities . . . . . . . . . . 143,935 140,202
---------- ----------
Long-term debt . . . . . . . . . . . . . . . . . 97,444 116,257
---------- ----------
Accrued postretirement benefits . . . . . . . . 19,963 19,573
---------- ----------
Other long-term liabilities. . . . . . . . . . . 10,256 10,833
---------- ----------
Total liabilities . . . . . . . . . . . . . . 271,598 286,865
---------- ----------
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 16,889 shares at
September 30, 1998 and 16,601 at
December 31, 1997, respectively . . . . . . 16,889 16,601
Additional paid-in capital . . . . . . . . . . 110,844 103,543
Retained earnings . . . . . . . . . . . . . . 78,822 57,777
Accumulated other comprehensive income . . . . (1,925) (2,548)
---------- ----------
204,630 175,373
Less - treasury shares at cost (72 shares at
September 30, 1998 and December 31, 1997). . (920) (920)
---------- ----------
Total shareholders' equity . . . . . . . . . 203,710 174,453
---------- ----------
$ 475,308 $ 461,318
========== ==========
</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,
------------------------
1998 1997
--------- ---------
(Unaudited)
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . $ 28,576 $ 19,364
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . 19,218 14,759
Deferred income taxes, net . . . . . . . . . . 1,118 867
Provision for losses on accounts receivable . 305 322
Other, net . . . . . . . . . . . . . . . . . . 2,480 2,141
Changes in operating assets and liabilities: (1)
Accounts receivable . . . . . . . . . . . . (16,817) (9,020)
Inventories . . . . . . . . . . . . . . . . (5,662) 1,667
Prepaid expenses and other current assets . (767) (1,410)
Accounts payable . . . . . . . . . . . . . . 11,015 5,666
Accrued liabilities. . . . . . . . . . . . . (7,252) 6,939
--------- ---------
Net cash provided by operating activities 32,214 41,295
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . (15,203) (13,317)
Acquisitions, net of cash acquired . . . . . . . --- (85,375)
Proceeds from the sale of assets . . . . . . . . 4,690 395
--------- ---------
Net cash used by investing activities . . . . (10,513) (98,297)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving loan facility . . . . . (17,991) (80,824)
Proceeds from issuance of long-term debt . . . . 51 90,000
Repayments of long-term debt . . . . . . . . . . (1,281) (1,668)
Dividends paid . . . . . . . . . . . . . . . . . (7,487) (6,204)
Stock offering proceeds, net of expenses . . . . --- 68,187
Redemption of warrants . . . . . . . . . . . . . --- (9,139)
Stock options exercised and other . . . . . . . 3,533 2,297
--------- ---------
Net cash provided (used) by financing activities (23,175) 62,649
--------- ---------
Effect of exchange rate changes on cash. . . . . . (144) (460)
--------- ---------
Net increase (decrease) in cash and cash equivalents (1,618) 5,187
Cash and cash equivalents at beginning of period 6,529 2,209
--------- ---------
Cash and cash equivalents at end of period . . . $ 4,911 $ 7,396
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . $ 6,557 $ 7,168
========= =========
Income taxes, net of refunds . . . . . . . . . $ 13,647 $ 8,574
========= =========
</TABLE>
(1)Net of the effects of acquisitions, where applicable.
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, 1998
(Unaudited)
(In thousands)
[CAPTION]
<TABLE>
Accumulated Other
Comprehensive Income
----------------
Foreign
Currency
Additional Trans- Minimum Compre-
Common Paid-in Retained lation Pension Treasury hensive
Stock Capital Earnings Adj. Liab. Stock Total Income
------- -------- ------- ------- ------- ----- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance ..$16,601 $103,543 $57,777 $(1,364) $(1,184) $(920) $174,453
at
December
31, 1997
Net income .. --- --- 28,576 --- --- --- 28,576 $28,576
Cash divi-
dends
declared
($0.45
per share).. --- --- (7,531) --- --- --- (7,531)
Foreign
currency
translation
adjustment.. --- --- --- 623 --- --- 623 623
Issuance
of common
stock (1) .. 115 3,941 --- --- --- --- 4,056
Stock
options
exercised
and other .. 173 3,360 --- --- --- --- 3,533
------- -------- ------- ------- ------- ----- -------- ------
Balance at
September
30, 1998 ..$16,889 $110,844 $ 78,822 $ (741) $(1,184) $(920) $203,710
======= ======== ======== ====== ======= ===== ======== ======
Total comprehensive income for the nine months
ended September 30, 1998 . . . . . . . . . . . . . . . . . . . . $29,199
=======
</TABLE>
(1) Represents shares issued under the Company's Long-Term Incentive Plan.
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, 1998
(Unaudited)
1. Consolidated Financial Statements
The consolidated balance sheet at September 30, 1998 and the related
consolidated statements of income and cash flows for the three and nine months
ended September 30, 1998 and 1997, and the statement of shareholders' equity
for the nine months ended September 30, 1998, have been prepared by Kuhlman
Corporation (the "Company" or "Kuhlman") 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, 1998 and the results of operations and cash flows for the three and nine
months ended September 30, 1998 and 1997, and the shareholders' equity for the
nine months ended September 30, 1998 have been made. Certain amounts in the
1997 consolidated financial statements have been reclassified to conform with
the 1998 presentation.
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, including the notes thereto, should
be read in conjunction with the Company's audited consolidated financial
statements as of and for the three years in the period ended December 31, 1997
included in the Company's annual report on Form 10-K.
The results of operations for the three and nine months ended September
30, 1998 are not necessarily indicative of the results to be expected for the
full year 1998.
2. Earnings and Dividends Per Share
Basic earnings per share are computed by dividing net income by the
weighted average shares outstanding for the period. Diluted earnings per
share reflects the dilutive effects of common stock equivalents in the
weighted average shares outstanding. The following is a reconciliation of the
weighted average shares outstanding used in the computation of diluted
earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------- ---------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average shares outstanding 16,807 16,425 16,704 14,698
------ ------ ------ ------
Dilutive impact of stock options outstanding 586 708 726 766
------ ------ ------ ------
Diluted average shares outstanding 17,393 17,133 17,430 15,464
====== ====== ====== =======
</TABLE>
A cash dividend of $0.15 per share was declared during each of the
first three quarters of 1998 and 1997.
3. Inventories
Inventories consisted of the following, in thousands:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------- --------
(unaudited)
<S> <C> <C>
FIFO cost:
Raw materials $ 34,825 $ 32,904
Work-in-process 16,529 17,270
Finished goods 25,240 21,662
-------- --------
Total FIFO 76,594 71,836
Difference in FIFO
and LIFO cost 59 (554)
-------- --------
Net inventories $ 76,653 $ 71,282
======== =========
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $32,214,000 in cash flow from operations in the
first nine months of 1998 compared to $41,295,000 for the same period in 1997,
a decrease of $9,081,000 (22%). The decrease was due primarily to higher
working capital requirements to support the Company's operations, partially
offset by the record earnings and depreciation. Working capital (net of cash)
was $71,455,000 at September 30, 1998 compared to $53,536,000 at December 31,
1997, an increase of $17,919,000 (33%). The increase in working capital was
due primarily to greater accounts receivable and inventory required to support
the Company's record sales volume and the payment of certain accrued
liabilities, partially offset by an increase in accounts payable. Cash and
cash equivalents decreased to $4,911,000 at September 30, 1998 from $6,529,000
at December 31, 1997 due to the timing of certain payments, primarily at the
Company's international operations. Accounts receivable, net was $120,262,000
at September 30, 1998 compared to $104,190,000 at December 31, 1997, an
increase of $16,072,000 (15%). The increase was due primarily to the
Company's record net sales in the first three quarters of 1998, which was up
22% over the same period in 1997. Inventories increased $5,371,000 (8%) to
$76,653,000 at September 30, 1998 from December 31, 1997 due primarily to
support anticipated sales in each of the Company's two segments. Deferred
taxes and prepaid expenses and other current assets increased $209,000 (1%) to
$18,475,000 at September 30, 1998 from the end of 1997 primarily because of
adjustments for certain tax attributes associated with the acquisition of
Kysor. Accounts payable and accrued liabilities were $142,869,000 at
September 30, 1998 compared to $138,727,000 at December 31, 1997, an increase
of $4,142,000 (3%). The increase was primarily due to higher accounts payable
to vendors, partially offset by lower accrued expenses due to the payment of
certain items associated with prior acquisitions.
Total debt outstanding at September 30, 1998 was $98,510,000, down
$19,222,000 (16%) from the end of 1997. The decrease was due primarily to the
repayment of debt from the excess cash flow generated by the Company through
the first three quarters of 1998. At September 30, 1998, shareholders' equity
was $203,710,000, an increase of $29,257,000 (17%) from the end of 1997. The
increase was due primarily to the record earnings in the first nine months of
1998, partially offset by the payment of dividends. Total dividends paid in
each of the first nine months of 1998 and 1997 were $0.45 per share, or
$7,487,000 and $6,204,000, respectively. Total debt to capitalization fell to
32.6% at September 30, 1998 from 40.3% at the end of 1997 due to the reduction
in debt and the increase in equity.
Capital expenditures for the first nine months of 1998 were $15,203,000
compared to $13,317,000 reported in the same period last year. Expenditures
in the first three quarters of 1998 were primarily for normal replacements and
additions to machinery and equipment. In addition, the Company sold an excess
facility and certain other non-core assets generating approximately $4,690,000
in cash in the first three quarters of 1998 compared to $395,000 in the same
period in 1997. The gain on the sale of these assets was not significant.
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.
<PAGE>
RESULTS OF OPERATIONS
The following table summarizes net sales and operating earnings by
segment:
In thousands
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1998 1997 1998 1997
--------- --------- --------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales:
Electrical Products $ 80,458 $ 74,214 $ 225,398 $ 220,932
Industrial Products 112,398 90,150 345,702 247,801
--------- --------- --------- ---------
$ 192,856 $ 164,364 $ 571,100 $ 468,733
========= ========= ========= =========
Income before taxes:
Electrical Products $ 8,107 $ 5,391 $ 21,126 $ 14,375
Industrial Products 13,810 12,760 44,059 33,662
--------- --------- --------- ---------
Operating earnings(1) 21,917 18,151 65,185 48,037
Corporate (4,273) (3,547) (13,118) (8,657)
Interest expense, net (1,677) (1,882) (5,364) (6,848)
--------- --------- --------- ---------
$ 15,967 $ 12,722 $ 46,703 $ 32,532
========= ========= ========= =========
</TABLE>
(1) Operating earnings is defined as operating profit plus other, net
directly attributable to each segment.
Three Months Ended September 30, 1998 and 1997
Consolidated Results
The Company reported record third quarter results in 1998 in several key
financial areas, including net sales, operating profit and net income. Net
income and earnings per share (diluted) advanced 27% and 24%, respectively, in
the third quarter of 1998 when compared to the same period in 1997. These
increases were attributable to the positive operating performance reported in
each of the Company's two segments, Electrical and Industrial Products, and
the impact of the acquisition of Snyder Tank Corporation ("Snyder Tank"),
acquired in November 1997.
Net sales in the third quarter of 1998 were $192,856,000 compared to
$164,364,000 reported in the same period in 1997, an increase of $28,492,000
(17%). The increase in net sales was due primarily to solid demand for key
products in each of the Company's segments and to the full period impact in
1998 of the Snyder Tank acquisition.
Consolidated operating profit for the third quarter of 1998 advanced to
$18,261,000 compared to $15,241,000 reported for the same period in 1997, an
increase of $3,020,000 (20%). Operating profit margins in the third quarter
of 1998 improved to 9.5% of net sales from 9.3% reported in the year-ago
period. The increases in consolidated operating profit and operating profit
margins were due to the record sales volume and lower operating expenses as a
percentage of net sales which offset a decline in gross profit margins. Gross
profit margins in the third quarter of 1998 declined to 22.8% from 23.8%
reported in the year-ago period due primarily to a change in product mix in
the Industrial Products Segment, partially offset by improved margins in the
Electrical Products Segment. Overall, operating expenses increased $1,775,000
(7%) to $25,668,000, or 13.3% of net sales, in the third quarter of 1998
compared to $23,893,000, or 14.5% of net sales reported in the year-ago
period. The increase in operating expenses was due primarily to the higher
net sales noted above, and the acquisition of Snyder Tank.
Interest expense, net was $1,677,000 in the third quarter of 1998 compared
to $1,882,000 for the same period in 1997, a decrease of $205,000 (11%). The
decrease was due to reduced levels of debt outstanding throughout the third
quarter of 1998 compared to the same period in 1997 as well as lower rates of
interest on borrowed funds. Other, net was an expense of $617,000 in the
third quarter of 1998, essentially the same when compared to a $637,000 expense
reported in the same period in 1997.
Net income for the third quarter of 1998 was a record $9,769,000 compared
to $7,673,000 reported in the same period in 1997, an increase of $2,096,000
(27%). Earnings per share (diluted) in the third quarter of 1998 were $0.56
compared to $0.45 for the third quarter of 1997, an increase of 24%. The
increase in earnings per share was due to the higher net income noted above.
The number of shares outstanding for the earnings per share (diluted)
calculation in the third quarter of 1998 was 17,393,000 compared to 17,133,000
in the year-ago period. Net income was benefitted in the third quarter of
1998 when compared to the year-ago period by a lower overall effective tax
rate. The Company's effective tax rate for the third quarter of 1998 and 1997
was 38.8% and 39.7%, respectively. The difference in rates was due primarily
to the impact of higher pre-tax earnings which lessened the impact of non-
deductible goodwill and a change in the source of earnings between various
taxing authorities.
The Company's consolidated backlog was $178,074,000 at September 30, 1998
compared to $168,895,000 at June 30, 1998 and $170,970,000 at December 31,
1997, respectively. The increase in the backlog from the end of June 1998 was
due primarily to increased orders for key products in each segment, while the
increase from the prior year end occurred primarily in the Electrical Products
Segment.
Electrical Products Segment
In the Electrical Products Segment, net sales in the third quarter of 1998
were $80,458,000 compared to $74,214,100 in the year-ago period, an increase
of $6,244,000 (8%). The increase in net sales was due primarily to record
shipments of medium power transformers and certain wire and cable products,
partially offset by the impact of lower average copper prices on net sales of
certain wire and cable products and lower shipments of distribution
transformers.
Operating earnings in the Electrical Products Segment increased $2,716,000
(50%) to $8,107,000 in the third quarter of 1998 over the same period in 1997.
The increase was due to improved margins for both transformers and wire and
cable products. Kuhlman Electric reported the highest quarterly operating
earnings in its history and 40% above the year-ago period on higher net sales
and improved operating margins. Operating earnings at Coleman Cable advanced
60% in the third quarter of 1998 compared to that reported in the third
quarter of 1997. The increase was due primarily to improved gross profit
margins resulting from a better sales mix, the impact of lower copper costs
and greater manufacturing efficiencies due to previously implemented
improvement programs.
Industrial Products Segment
Net sales for the Industrial Products Segment in the third quarter of 1998
were a record $112,398,000 compared to $90,150,000 reported in the same period
in 1997, an increase of $22,248,000 (25%). The record level of sales in the
quarter were due primarily to continued robust demand domestically and
internationally for certain engine components, fuel tanks and other components
from original equipment manufacturers of commercial transportation products as
well as the full period impact of the acquisition of Snyder Tank. The
increase was partially offset by lower shipments of product for certain
industrial applications.
Operating earnings in the Industrial Products Segment improved $1,050,000
(8%) to $13,810,000 in the third quarter of 1998 when compared to the same
period in 1997. The increase was due primarily to the record shipments noted
above and the acquisition of Snyder Tank, partially offset by lower gross
profit margins due to changes in product mix and operating inefficiencies at
certain locations. The operating inefficiencies were the consequence of
initiatives taken that once completed are anticipated to enhance future
productivity and reduce manufacturing costs. The Company implemented programs
in the third quarter to improve the operating efficiencies at these certain
locations.
Nine Months Ended September 30, 1998 and 1997
Consolidated Results
Net sales, operating profit, net income and earnings per share for the
first nine months of 1998 were again record highs for the Company, up 22%,
31%, 48% and 31%, respectively, over the results reported for the same period
in 1997.
Net sales for the first nine months of 1998 were $571,100,000 compared
to $468,733,000 for the same period in 1997, an increase of 22%. The increase
was due primarily to record shipments of medium power transformers and certain
components for commercial transportation applications and the addition of
Kysor Transportation Products Group ("Kysor") in March 1997 and Snyder Tank.
Demand from customers in the first three quarters of 1998 for many
products remained vibrant in key markets served by the Company.
Consolidated operating profit for the first nine months of 1998 was
$53,373,000, or 9.3% of net sales, compared to $40,720,000, or 8.7% of net
sales, in the year-ago period, an increase of $12,653,000 (31%). The increase
in operating profit and margins was due to the positive results posted in each
segment in the first three quarters of 1998 and the full period impact from
the additions of Kysor, acquired in March 1997, and Snyder Tank. Operating
expenses for the first nine months of 1998 were $78,096,000, or 13.7% of net
sales, compared to $66,670,000, or 14.2% of net sales, in the year-ago period.
While spending for operating expenses increased due to the record sales
volume, the acquisitions noted above and the impact of the Long-Term Incentive
Plan, operating expenses as a percentage of net sales declined because of
higher net sales and cost containment programs. Excluding the impact of the
Long-Term Incentive Plan, operating expenses as a percentage of net sales were
approximately 12.4% and 13.6% in the first three quarters of 1998 and 1997,
respectively.
Interest expense, net for the first nine months of 1998 was $5,364,000
compared to $6,848,000 for the same period in 1997, a decrease of $1,484,000
(22%). The decrease was due primarily to the lower debt levels in the first
three quarters of 1998 compared to the year-ago period because of the
application of proceeds from the sale of common stock in June 1997 and the
cash flow generated by the Company, as well as lower rates of interest on
borrowed funds. Other, net in the first nine months of 1998 was an expense of
$1,306,000, virtually unchanged from the year-ago period.
Net income for the first three quarters of 1998 increased $9,212,000
(48%) to a record $28,576,000 from $19,364,000 reported in the same period in
1997. Earnings per share (diluted) in the first nine months of 1998 were
$1.64 compared to $1.25 for the year-ago period, an increase of 31%. The
increase in earnings per share (diluted) was due to the higher net income
noted above, partially offset by more shares outstanding throughout the
period. The diluted shares outstanding for the first nine months of
1998 and 1997 were 17,430,000 and 15,464,000, respectively. The increase in
shares outstanding was primarily due to the issuance of shares in 1997 noted
above. Net income in the first nine months of 1998 was benefitted by a lower
overall effective tax rate compared to the year-ago period. The Company's
effective tax rate for the first nine months of 1998 was 38.8% compared to
40.5% in the year-ago period. The difference in rates was due primarily to
the impact of higher pre-tax earnings which lessened the impact of non-
deductible goodwill and a change in this source of earnings between various
taxing authorities.
Electrical Products Segment
Net sales of the Electrical Products Segment in the first three quarters
of 1998 were $225,398,000 compared to $220,932,000 in the similar period in
1997, an increase of $4,466,000 (2%). The increase was due primarily to
record shipments of medium power transformers and certain wire and cable
products, partially offset by the impact of lower average copper prices on
sales of certain wire and cable products and reduced shipments of distribution
transformers and security wire.
Operating earnings in the Electrical Products Segment increased
$6,751,000 (47%) to $21,126,000 in the first nine months of 1998 compared to
the same period in 1997. Operating margins advanced to 9.4% in the first
three quarters of 1998 from 6.5% in the same period in 1997. The increase in
operating earnings occurred at both Kuhlman Electric and Coleman Cable. At
Kuhlman Electric, operating earnings increased 34% primarily due to record
shipments for transformers used in substation applications, partially offset
by lower earnings for distribution transformers because of reduced
productivity. Operating earnings at Coleman Cable increased 61% in the first
nine months of 1998 compared to the year-ago period primarily because of
improved product mix, the impact of lower cost of copper, and greater
manufacturing efficiencies from programs implemented in 1997.
Industrial Products Segment
Net sales for the Industrial Products Segment in the first nine months
of 1998 were $345,702,000 compared to $247,801,000 reported in the same period
in 1997, an increase of $97,901,000 (40%). The increase was due primarily to
record shipments of industrial components for commercial and industrial
transportation applications and the full period impact of the acquisitions of
Kysor and Snyder Tank. The record sales levels in the first nine months of
1998 were due primarily to continued robust demand for turbochargers, fuel
tanks and other engine components, primarily in the first half of 1998, from
original equipment manufacturers in North America and Europe.
Operating earnings in the Industrial Products Segment improved
$10,397,000 (31%) to $44,059,000 in the first three quarters of 1998 when
compared to the same period in 1997. The increase was due to the record sales
volumes noted above and the addition of Snyder Tank. Operating margins were
12.7% in the first nine months of 1998 compared to 13.6% in the year-ago
period. The decrease in operating margins was due primarily to a change in
product mix for turbochargers and cooling systems, the impact of Snyder Tank,
which generally has lower margins than the other key products of the Company,
and manufacturing inefficiencies associated with certain manufacturing
consolidations.
OTHER MATTERS
Kuhlman is currently working to resolve the potential impact of the year
2000 ("Y2K") issue on the processing of date-sensitive information by the
Company's computerized information systems and programs, including those on
embedded chips or processors (collectively "Information Systems"). The Y2K
issue is the result of Information Systems being written using two digits,
rather than four, to define the applicable year. Any of the Company's
Information Systems that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures. In addition, Information Systems used by
the Company's customers, vendors, or governmental entities with which the
Company interacts, may also be affected by the Y2K issue thereby placing them
at risk for possible miscalculations or system failures causing disruptions
in their operations. The Y2K issue can arise at any point in the Company's
business activities.
The Company and each of its operating units are in the process of
implementing a Y2K readiness program with the objective of having all of their
significant Information Systems, including those that affect facilities and
manufacturing activities, functioning properly with respect to the Y2K issue
before January 1, 2000. Each operating unit is in a different stage of Y2K
readiness.
The first component of the Y2K readiness program has been to identify the
internal Information Systems of the Company and its operating units that are
susceptible to system failures or processing errors as a result of the Y2K
issue. This effort is substantially complete with all operating units having
identified the Information Systems that may require remediation or replacement
and having established priorities for repair or replacement. Those
Information Systems considered most critical to continuing operations are
being given the highest priority.
The second component of the Y2K readiness program involves the actual
remediation and replacement of Information Systems. The Company and its
operating subsidiaries are using both internal and external resources to
complete this process. Information Systems ranked highest in priority have
either been remediated or replaced, if necessary, or scheduled for remediation
or replacement. Information Systems previously earmarked for retirement and
replacement without regard to the Y2K issue have been evaluated for
replacement with Y2K compliant systems or programs or, in the alternative,
remediation. The Company's objective is to complete substantially all
remediation and replacement of internal Information Systems by March 1999, and
to complete final testing and certification for Y2K readiness by June 1999.
As part of the Y2K readiness program, significant service providers,
vendors, suppliers, customers and governmental entities (collectively "Key
Business Partners") that are believed to be critical to business operations
after January 1, 2000, have been identified and steps are being undertaken in
an attempt to reasonably ascertain their stage of Y2K readiness through
questionnaires, interviews, on-site visits and other available means. In
conjunction with this effort, key governmental agencies and utilities upon
which the Company and its operating subsidiaries rely are being approached to
identify their level of Y2K preparedness.
Because of the vast number of Information Systems used by the Company and
its operating units, the significant number of Key Business Partners, the
breadth of the Company's operations, and the fact that the Company does
business in some foreign countries that may not be actively promoting
remediation of the Y2K issue, the Company presently believes that it may
experience some disruption in its business due to the Y2K issue. More
specifically, because of the interdependent nature of Information Systems,
the Company and its operating units could be materially adversely affected if
utilities, private businesses and/or governmental entities with which they do
business or that provide essential services are not Y2K ready. The Company
currently believes that the greatest risk of disruption in its businesses
exists in certain international markets. The possible consequences of the
Company or Key Business Partners not being fully Y2K compliant by January 1,
2000 include, among other things, temporary plant closings, delays in the
delivery of products, delays in the receipt of supplies, invoice and collection
errors, and inventory and supply obsolescence. Consequently, the business and
results of operations of the Company could be materially adversely affected by
a temporary inability of the Company and its operating subsidiaries to conduct
their businesses in the ordinary course for a period of time after January 1,
2000. However, the Company believes that its Y2K readiness program, including
the contingency planning discussed below, should significantly reduce the
adverse effect any such disruption may have.
Concurrently with the Y2K readiness measures described above, the Company
and its operating subsidiaries are developing contingency plans intended to
mitigate the possible disruption in business operations that may result from
the Y2K issue, and are developing cost estimates for such plans. Contingency
plans may include stockpiling raw and packaging materials, increasing
inventory levels, securing alternate sources of supply, adjusting facility
shut-down and start-up schedules and other appropriate measures. Once
developed, contingency plans and related cost estimates will be continually
refined as additional information becomes available.
It is currently estimated that the aggregate cost of the Company's Y2K
efforts will not be material to the Company's financial position, results of
operations, cash flows, liquidity or capital resources, taken as a whole.
These costs, while not material, are being expensed as they are incurred and
are being funded through operating cash flow. These amounts do not include
any costs associated with the implementation of contingency plans, which are
in the process of being developed. The costs associated with the replacement
of computerized systems, hardware or equipment in the normal course of
business are capitalized on a basis consistent with the Company's
capitalization policy.
The Company's Y2K readiness program is an ongoing process and the
estimates of costs and completion dates for various components of the Y2K
readiness program described above are subject to change. While these costs are
not considered material currently, there can be no assurance that they will not
be material in the future. The costs of the Company's Y2K identification,
assessment, remediation and testing efforts and the dates on which the Company
believes it will complete such effors are based upon management's best
estimates, which were derived using numerous assumptions regarding future
events, including the continued availability of certain resources, third-party
remediation plans, and other factors. There can be no assurance that the
estimates and dates referred to above will prove to be accurate, and actual
results could differ materially from those currently anticipated. Specific
factors that could cause such material differences include, but are not limited
to, the availability and cost of personnel trained in Y2K issues, the ability
to identify, assess, remediate and test all relevant computer codes and
embedded technology, and similar uncertainties. In addition, variability of
definitions of "compliance with Year 2000" and the myriad of different products
and services, and combinations thereof, sold by the Company may lead to claims
whose impact on the Company is not currently estimatable. No assurance can be
given that the aggregate cost of defending and resolving such claims, if any,
will not materially adversely affect the Company's results of operations.
OUTLOOK FOR 1998
Management believes that the results in the third quarter support its
view that the Company is positioned to prosper in 1998. However, management's
optimism about the future continues to be tempered somewhat by matters
including, but not limited to, the impact of fluctuating raw material
costs including difficulties associated with tight labor markets, employee
retention and possible labor disruptions, the potential for a decline
in demand for key products due to an uncertain economic environment in many
regions of the world and increased pricing pressures due to the possibility of
excess production capacity. Management will continue to focus on these
variables very carefully.
SAFE HARBOR STATEMENT
The statements contained under the captions "Other Matters" and "Outlook
For 1998" and certain other information contained in this report, which can be
identified by the use of forward-looking terminology such as "expected,"
"could," "will," "believes," or the negative thereof or other variations
thereon or comparable terminology, constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and are
subject to the safe harbors created thereby. These statements should be
considered as subject to the many risks and uncertainties that exist in the
Company's operations and business environment. Such risks and uncertainties
could cause actual results to differ materially from those projected. These
uncertainties include, but are not limited to, economic conditions, market
demand and pricing, competitive and cost factors, raw material prices, global
interest rates, foreign exchange rates, and other risk factors.
ITEM 6 Exhibits
(a) Exhibits
27.0 Financial Data Schedule for the nine month period ended
September 30, 1998.
<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 hereunto 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,
Chief Financial Officer and Treasurer
Date: November 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE KUHLMAN SEPTEMBER 1998 CONSOLIDATED BALANCE SHEET AND THE STATEMENT OF
INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 4,911
<SECURITIES> 0
<RECEIVABLES> 123,735
<ALLOWANCES> 3,473
<INVENTORY> 76,653
<CURRENT-ASSETS> 220,301
<PP&E> 240,078
<DEPRECIATION> 118,435
<TOTAL-ASSETS> 475,308
<CURRENT-LIABILITIES> 143,935
<BONDS> 97,444
<COMMON> 16,889
0
0
<OTHER-SE> 186,821
<TOTAL-LIABILITY-AND-EQUITY> 475,308
<SALES> 571,100
<TOTAL-REVENUES> 571,100
<CGS> 439,631
<TOTAL-COSTS> 439,631
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 305
<INTEREST-EXPENSE> 5,840
<INCOME-PRETAX> 46,703
<INCOME-TAX> 18,127
<INCOME-CONTINUING> 28,576
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,576
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 1.64
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