<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended August 31, 1996
Commission File Number 0-3183
LeaRonal, Inc.
--------------
(Exact name of registrant as specified in its charter)
New York 11-1717548
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
272 Buffalo Avenue, Freeport, New York 11520
----------------------------------------------
(Address of principal executive offices)
(516) 868-8800
----------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report).
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
As of October 7, 1996, 8,628,360 shares of the registrant's Common Stock, $1 par
value, were outstanding.
<PAGE> 2
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
August 31, 1996 (Unaudited) and February 29, 1996 3
Condensed Consolidated Statements of Income for the
Three Months and Six Months Ended August 31, 1996 and 1995
(Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended August 31, 1996 and 1995 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
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<PAGE> 3
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Aug. 31, 1996 Feb. 29, 1996
------------- -------------
(Unaudited) (Note)
ASSETS (in thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 17,090 $ 26,711
Investments available-for-sale 8,077 9,450
Investments held-to-maturity 4,991 1,664
Receivables, less allowances 38,365 36,173
Inventories 24,491 24,293
Deferred income taxes 899 845
Other current assets 2,339 2,168
--------- ---------
TOTAL CURRENT ASSETS 96,252 101,304
Investments in unconsolidated affiliates 10,380 10,801
Property, plant and equipment 56,013 51,903
Less allowance for depreciation (23,862) (22,843)
--------- ---------
32,151 29,060
Patents at cost, less amortization 550 498
Other assets 4,746 4,035
--------- ---------
TOTAL ASSETS $ 144,079 $ 145,698
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 10,346 11,485
Accrued expenses and other liabilities 7,540 7,197
Income taxes 4,948 4,664
Current portion of long-term debt 774 842
--------- ---------
TOTAL CURRENT LIABILITIES 23,608 24,188
Long-term debt, less current portion 2,661 3,066
Deferred income taxes 1,715 1,719
Minority interests 5,128 5,058
Stockholders' Equity:
Common stock, par value $1 per share - authorized 15,000,000 shares, issued
9,361,550 shares including 733,971 shares at August 31, 1996 and
548,033 shares at February 29, 1996 held in treasury 9,362 9,362
Additional paid-in capital 9,442 9,480
Retained earnings 95,421 91,804
Unrealized holding gains on investments
available-for-sale, net of income tax 91 192
Cost of common stock in treasury (12,666) (8,364)
Foreign currency translation adjustment 9,317 9,193
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 110,967 111,667
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 144,079 $ 145,698
========= =========
</TABLE>
Note: The balance sheet at February 29, 1996 has been taken from the audited
financial statements at that date, and condensed.
See notes to condensed consolidated financial statements (Unaudited).
-3-
<PAGE> 4
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
August 31 August 31
--------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(in thousands - except share data)
<S> <C> <C> <C> <C>
Net sales $ 103,180 $ 105,451 $ 51,397 $ 53,769
Interest income 744 939 384 457
Other income - net 1,381 1,342 713 645
---------- ---------- ---------- ----------
105,305 107,732 52,494 54,871
Costs and expenses:
Cost of sales 74,709 76,969 37,310 39,347
Selling, general and administrative 18,074 16,582 8,870 8,353
Research and development 1,807 1,594 859 823
Interest expense 245 69 148 47
Minority interests 628 730 352 385
---------- ---------- ---------- ----------
Total costs and expenses 95,463 95,944 47,539 48,955
---------- ---------- ---------- ----------
Income before income taxes 9,842 11,788 4,955 5,916
Income taxes 3,060 4,245 1,454 2,075
---------- ---------- ---------- ----------
NET INCOME $ 6,782 $ 7,543 $ 3,501 $ 3,841
========== ========== ========== ==========
Weighted average number of shares of
common stock and common stock
equivalents outstanding 8,947,723 8,957,440 8,890,638 8,962,347
Net income per common share $ .76 $ .84 $ .39 $ .43
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements (Unaudited).
-4-
<PAGE> 5
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
August 31
-----------------------
1996 1995
------- --------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 6,782 $ 7,543
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,102 1,734
Provision for bad debts 441 602
Dividends received in excess of earnings
of unconsolidated affiliates 176 560
Deferred income taxes (36) (72)
Minority interests 628 730
Loss on sales of investments available-for-sale 4 77
Changes in operating assets and liabilities:
Receivables (2,418) (11,510)
Inventories (120) (1,301)
Other current assets (166) (596)
Other Receivables (237) 110
Accounts payable (1,229) 9,421
Accrued expenses and other liabilities 349 1,596
Income taxes payable 257 1,014
Other assets (278) (840)
------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,255 9,068
INVESTING ACTIVITIES
Purchases of property, plant and equipment (net)
and patents (5,138) (3,504)
Proceeds from sales of investments available-for-sale 1,492 339
Purchases of investments available-for-sale (194) (321)
Purchases of investments held-to-maturity (4,892) (8,596)
Redemption's of investments held-to-maturity 1,631 9,456
Purchase of minority interest (739) (552)
------- --------
NET CASH USED IN INVESTING ACTIVITIES (7,840) (3,178)
</TABLE>
See notes to condensed consolidated financial statements (Unaudited)
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<PAGE> 6
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Six Months Ended
August 31
------------------------
1996 1995
-------- --------
(in thousands)
<S> <C> <C>
FINANCING ACTIVITIES
Dividends paid $ (3,165) $ (2,732)
Dividends paid to minority shareholders (59) (64)
Payments on debt obligations (486) (130)
Proceeds from exercise of stock options 220 177
Purchases of treasury stock (4,560)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (8,050) (2,749)
Effect of exchange rate changes on cash and
cash equivalents 14 (136)
-------- --------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (9,621) 3,005
Cash and cash equivalents at beginning of the year 26,711 14,761
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD $ 17,090 $ 17,766
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 252 $ 55
Income taxes 2,150 2,941
</TABLE>
See notes to condensed consolidated financial statements (Unaudited)
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<PAGE> 7
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying Unaudited condensed consolidated financial statements
have been prepared by the Company in accordance with generally accepted
accounting principles for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. In the
opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at August 31, 1996 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's February 29, 1996 annual report to
shareholders. The results of operations for the period ended August 31,
1996 are not necessarily indicative of the operating results for the
full year.
NOTE B - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
August 31, February 29,
1996 1996
----------- -----------
<S> <C> <C>
Raw materials $13,826,000 $13,724,000
Finished goods 10,665,000 10,569,000
----------- -----------
$24,491,000 $24,293,000
=========== ===========
</TABLE>
Domestic gold and silver inventories as of August 31, 1996 and 1995 are
carried at the lower of cost (last-in, first out [LIFO] method) or
market. All other inventories are carried at the lower of cost
(first-in, first-out [FIFO] method) or market. If the FIFO method of
accounting had been used by the Company, domestic gold and silver
inventories at August 31, 1996 and February 29, 1996 would have been
$4,306,000 and $4,712,000 higher, respectively.
-7-
<PAGE> 8
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
NOTE C - STOCKHOLDERS' EQUITY
The following information pertains to cash dividends for the six months ended
August 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Dividends declared May May
Dividends paid June June
Dividends declared July July
Dividends paid August August
Dividends per common share:
Quarter ended May 31 $ 0.18 $ 0.155
Quarter ended August 31 $ 0.18 $ 0.155
Number of outstanding shares on which dividend was declared:
Quarter ended May 31 8,828,085 8,809,510
Quarter ended August 31 8,794,978 8,819,491
Amount of dividends:
Quarter ended May 31 $1,589,000 $1,365,000
Quarter ended August 31 1,576,000 1,367,000
---------- ----------
$3,165,000 $2,732,000
========== ==========
</TABLE>
NOTE D - OTHER INCOME
Other income consists of the following:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
August 31 August 31
------------------------------ --------------------------
1996 1995 1996 1995
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Royalty and commission income $ 875,000 $ 982,000 $ 458,000 $ 451,000
Equity in earnings of
unconsolidated affiliates 295,000 344,000 238,000 186,000
Foreign currency gains (losses) (28,000) (71,000) (29,000) (38,000)
Investment income and other 239,000 87,000 46,000 46,000
----------- ----------- --------- ---------
$ 1,381,000 $ 1,342,000 $ 713,000 $ 645,000
=========== =========== ========= =========
</TABLE>
-8-
<PAGE> 9
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six months ended August 31, 1996 and August 31, 1995
Net sales consists of sales of proprietary and patented specialty
electronic and imaging chemicals, referred to as "process sales," the precious
metal content of its electroplating processes, and sales of other products.
Process sales increased $3,880,000 or 8% to $52,451,000 in the August 1996
period, from $48,571,000 in the August 1995 period. Process sales increased
primarily in Asia and to a lesser extent in the United States and Europe.
Precious metal content and other sales totaled $50,729,000 in the August 1996
period, a decrease of $6,151,000 or 11% from $56,880,000 in the August 1995
period principally due to decreased volume of precious metal content sales in
the United Kingdom. The average gold price per troy ounce for the August 1996
and August 1995 periods were $390 and $386, respectively.
The strengthening of the U.S. dollar against certain foreign currencies
had the impact of decreasing the U.S. dollar reported sales amounts, resulting
from translating the subsidiaries' foreign currency sales into U.S. dollars.
Process sales decreased $829,000 and precious metal content and other sales
decreased $1,126,000 due to the effect of currency rate changes on translated
amounts in the 1996 period.
Cost of sales decreased $2,260,000 in the August 1996 period. The
decrease was due to lower precious metal content sales from reduced sales volume
in the United Kingdom, and to a lesser extent in the United States, partially
offset by the increased process sales. The August 1996 period reflects an
increase in the Company's overall gross profit percentage from 27.0% to 27.6%,
principally due to the increase in process sales, which have a higher gross
margin, as a percentage of total sales. However, market conditions have resulted
in decreased margins on process sales in the August 1996 period.
Selling, general, and administrative expenses increased $1,492,000 or
9% in the August 1996 period. The increase occurred principally in Asia, where
LeaRonal Asia incurred increased occupancy costs as it continued to lease space
while preparing its new facility for occupancy in August 1996. Selling, general,
and administrative expenses increased in all locations due to the addition of
sales and technical service people to meet customer requirements.
Interest income decreased from $939,000 in the August 1995 period to
$744,000 in the August 1996 period because the company had less available funds
for investment.
Other income includes royalty and commission income, earnings of
unconsolidated affiliates, foreign currency gains and losses, and investment
income. Earnings of unconsolidated subsidiaries decreased $49,000 in the August
1996 period, principally due to losses at the Company's United Kingdom
subsidiary's 50% owned jewelry manufacturing affiliate incurred during the first
quarter. Royalty and commission income decreased, principally due to the
strengthening of the U.S. dollar against the Japanese yen which decreased the
reported royalty income from the Company's unconsolidated Japanese affiliate.
-9-
<PAGE> 10
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
The effective income tax rate decreased in the August 1996 period to
31% from 36% in the August 1995 period. This is due principally to an increase
in foreign earnings as a percentage of worldwide earnings which are taxed at
lower rates, and the effect of lower dividends from the Company's foreign
subsidiaries.
Net income decreased $761,000 or approximately 10% in the August 1996
period, primarily due to increased selling, general, and administrative
expenses, increased research and development expenses and decreased interest
income, partially offset by increased other income and the effect of lower
effective income tax rates.
The results of operations continues to reflect the importance of the
Company's foreign subsidiaries and unconsolidated affiliates. The effect of
translating the financial statements of the Company's foreign operations from
functional currencies into U.S. dollars impacts the reported results of
operations. Net income for the August 1996 period decreased by $277,000 or 4%
from the prior year due to the decrease in the average exchange rates used to
translate the European subsidiaries' income statements from their functional
currencies into U.S. dollars.
In the August 31, 1996 period, net cash provided by operations
decreased $2,813,000 to $6,255,000 compared with $9,068,000 in the August 1995
period, primarily due to increased accounts receivable, decreased accounts
payable, and lower net income. The accounts receivable increase occurred
principally in Asia due to increased sales in that area. Cash flows used in
investing activities were $7,840,000 in the August 1996 period, compared to
$3,178,000 in the August 1995 period. The principal uses of cash were purchases
of property, plant and equipment, and increased net purchases of short term
investments. Cash flows used in financing activities were $8,050,000 in the
August 1996 period, compared to $2,749,000 in the August 1995 period. During the
August 1996 period, the Company spent $4,560,000 for the repurchase of 204,600
shares of its common stock to be held in treasury for the Company's 1996 long
term incentive plan approved by stockholders at the annual meeting held on July
16, 1996. In addition, the Company increased its quarterly dividend rate 16%
from $.155 per share in the August 1995 period to $.18 per share in the August
1996 period.
At August 31, 1996, the Company had working capital of $72,644,000 and
current assets of $96,252,000 including cash, cash equivalents, and short term
investments of $30,158,000. The Company believes that its balances of cash, cash
equivalents, and short term investments, together with funds generated from
operations and existing and potential borrowing capabilities will be sufficient
to meet its cash requirements in the foreseeable future.
-10-
<PAGE> 11
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended August 31, 1996 and August 31, 1995
Net sales decreased $2,372,000 or 4% from $53,769,000 in the August
1995 quarter to $51,397,000 in the August 1996 quarter. Process sales in the
August 1996 quarter totaled $26,501,000, an increase of $1,820,000 or 7% from
$24,681,000 in the August 1995 quarter. Process sales increased primarily in
Asia and to a lesser extent in the United States. Precious metal content and
other sales totaled $24,896,000 in the August 1996 quarter, a decrease of
$4,192,000 from $29,088,000 in the August 1995 quarter due to decreased volume
of precious metal content sales in the United Kingdom and the United States. The
average gold price per troy ounce for the August 1996 and 1995 quarters was
$386.
Cost of sales decreased $2,037,000 due to decreased precious metal
content and other sales, partially offset by increased process sales. The
Company's overall gross margin percentage increased from 26.8% in the August
1995 quarter to 27.4% in the August 1996 quarter, principally due to the
increase in process sales which have a higher gross margin, as a percentage of
total sales.
Selling, general, and administrative expenses increased $517,000 or
approximately 6% in the August 1996 quarter. The increase occurred principally
in Asia and is attributable to the cost attributable to moving into new
facilities in Hong Kong, and increased sales and technical service people to
meet customer requirements, principally in Asia and the United States.
Interest income decreased from $457,000 in the August 1995 quarter to
$384,000 in the August 1996 quarter because the company had less available funds
for investment.
Other income increased $68,000 in the August 1996 quarter, principally
due to increased earnings of unconsolidated affiliates.
The effective income tax rate decreased from 35% in the August 1995
quarter to 29% in the August 1996 quarter. The decrease is principally due to an
increase in foreign earnings as a percentage of worldwide earnings which are
taxed at lower rates and the effect of lower dividends from the Company's
foreign subsidiaries.
Net income decreased $340,000 or 9% in the August 1996 quarter,
primarily due to decreased gross margins, increased selling, general, and
administrative expenses, decreased interest income, partially offset by
increased other income and the effect of lower effective income tax rates.
-11-
<PAGE> 12
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Annual Meeting of Stockholders of the Registrant was held
on July 16, 1996.
b) Nine (9) directors, constituting the entire Board of
Directors, were elected for a term of one year, and until the
election and qualification of their successors. The following
nominees were elected by the Stockholders.
<TABLE>
<CAPTION>
Name First became a Director
---- -----------------------
<S> <C>
Barnet D. Ostrow (Chairman) 1953
Fred I. Nobel 1953
Sol Berg 1972
Ronald F. Ostrow 1975
Irwin Lieber 1980
Arthur M. Winston 1980
Kenneth L. Stein 1987
Richard Kessler 1987
Carl N. Graf 1992
</TABLE>
c) The Stockholders approved the employment of Ernst & Young as
auditors of the Corporation for the current fiscal year by a
vote of 7,821,354 in favor, 11,122 against, and 24,033
withheld.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
The independent auditors are not examining this Form 10-Q
prior to submission by the Registrant.
b) There were no reports on Form 8-K filed for the three months
ended August 31, 1996.
-12-
<PAGE> 13
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
PART II - OTHER INFORMATION
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.
LeaRonal, Inc.
________________________
(Registrant)
/s/ Ronald Ostrow
________________________
Ronald Ostrow
President and
Chief Executive Officer
/s/ David Rosenthal
________________________
David Rosenthal
Vice President - Finance
and Treasurer
Dated: October 10, 1996
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> MAR-01-1996
<PERIOD-END> AUG-31-1996
<EXCHANGE-RATE> 1
<CASH> 17,090
<SECURITIES> 13,068
<RECEIVABLES> 38,365
<ALLOWANCES> 0
<INVENTORY> 24,491
<CURRENT-ASSETS> 92,252
<PP&E> 56,013
<DEPRECIATION> 23,862
<TOTAL-ASSETS> 144,079
<CURRENT-LIABILITIES> 23,608
<BONDS> 2,661
0
0
<COMMON> 9,362
<OTHER-SE> 101,605
<TOTAL-LIABILITY-AND-EQUITY> 144,079
<SALES> 103,180
<TOTAL-REVENUES> 105,305
<CGS> 74,709
<TOTAL-COSTS> 95,463
<OTHER-EXPENSES> 628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 245
<INCOME-PRETAX> 9,842
<INCOME-TAX> 3,060
<INCOME-CONTINUING> 6,782
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,782
<EPS-PRIMARY> .76
<EPS-DILUTED> .76
</TABLE>
