<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 November 30, 1996
------------------
Commission File Number 0-3183
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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 January 10, 1997, 8,633,255 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.
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PART I. FINANCIAL INFORMATION:
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
November 30, 1996 (Unaudited) and February 29, 1996 3
Condensed Consolidated Statements of Income for the
Nine Months and Three Months Ended November 30, 1996 and 1995
(Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended November 30, 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 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>
Nov. 30, 1996 Feb. 29, 1996
------------- -------------
(Unaudited) (Note)
ASSETS (in thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 20,557 $ 26,711
Investments available-for-sale 6,996 9,450
Investments held-to-maturity 4,601 1,664
Receivables, less allowances 41,777 36,173
Inventories 24,193 24,293
Deferred income taxes 1,029 845
Other current assets 2,196 2,168
--------- ---------
TOTAL CURRENT ASSETS 101,349 101,304
Investments in unconsolidated affiliates 10,687 10,801
Property, plant and equipment 58,238 51,903
Less allowance for depreciation (24,849) (22,843)
--------- ---------
33,389 29,060
Patents at cost, less amortization 550 498
Other assets 4,771 4,035
--------- ---------
TOTAL ASSETS $ 150,746 $ 145,698
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 12,064 $ 11,485
Accrued expenses and other liabilities 8,838 7,197
Income taxes 4,989 4,664
Short term borrowings 1,038
Current portion of long-term debt 770 842
--------- ---------
TOTAL CURRENT LIABILITIES 27,699 24,188
Long-term debt, less current portion 2,474 3,066
Deferred income taxes 1,723 1,719
Minority interests 5,321 5,058
Stockholders' Equity:
Common stock, par value $1 per share - authorized
15,000,000 shares, issued 9,361,550 shares including
730,595 shares at November 30, 1996 and 548,033 shares
at February 29, 1996 held in treasury 9,362 9,362
Additional paid-in capital 9,429 9,480
Retained earnings 98,437 91,804
Unrealized holding gains on investments
available-for-sale, net of income tax 209 192
Cost of common stock in treasury (12,620) (8,364)
Foreign currency translation adjustment 8,712 9,193
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 113,529 111,667
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 150,746 $ 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>
Nine Months Ended Three Months Ended
November 30 November 30
-------------------------- ---------------------------
1996 1995 1996 1995
---- ---- ---- ----
(in thousands - except share data)
<S> <C> <C> <C> <C>
Net sales $ 158,576 $ 160,402 $ 55,396 $ 54,951
Interest income 1,049 1,361 305 422
Other income - net 2,672 2,332 1,291 990
---------- ---------- ---------- ----------
162,297 164,095 56,992 56,363
Costs and expenses:
Cost of sales 114,391 116,855 39,682 39,886
Selling, general and administrative 27,648 25,716 9,574 9,134
Research and development 2,767 2,431 960 837
Interest expense 326 166 81 97
Minority interests 1,120 1,159 492 429
---------- ---------- ---------- ----------
Total costs and expenses 146,252 146,327 50,789 50,383
---------- ---------- ---------- ----------
Income before income taxes 16,045 17,768 6,203 5,980
Income taxes 4,694 6,099 1,634 1,854
---------- ---------- ---------- ----------
NET INCOME $ 11,351 $ 11,669 $ 4,569 $ 4,126
========== ========== ========== ==========
Weighted average number of shares of
common stock and common stock
equivalents outstanding 8,888,448 8,997,341 8,754,594 9,006,226
Net income per common share $1.28 $1.30 $.52 $.46
========== ========== ========== ==========
</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>
Nine Months Ended
November 30
------------------------
1996 1995
---- ----
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 11,351 $ 11,669
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,259 2,679
Provision for bad debts 537 872
Equity in earnings of unconsolidated affiliates
net of dividends received (304) 244
Deferred income taxes (139) (130)
Minority interests 1,120 1,159
(Gain) Loss on sales of investments
available-for-sale (9) 57
Changes in operating assets and liabilities:
Receivables (6,007) (12,764)
Inventories 363 (1,981)
Other current assets (52) 340
Other Receivables (602) 168
Accounts payable 277 8,226
Accrued expenses and other liabilities 1,738 2,470
Income taxes payable 441 1,077
Other assets 193 (623)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,166 13,463
INVESTING ACTIVITIES
Purchases of property, plant and equipment (net)
and patents (7,318) (11,170)
Proceeds from sales of investments available-for-sale 2,746 3,808
Purchases of investments available-for-sale (7,282) (3,507)
Purchases of investments held-to-maturity (559) (8,609)
Redemption of investments held-to-maturity 4,046 14,635
Purchase of minority interest (739) (552)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (9,106) (5,395)
</TABLE>
See notes to condensed consolidated financial statements (unaudited)
-5-
<PAGE> 6
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
November 30
------------------------
1996 1995
(in thousands)
<S> <C> <C>
FINANCING ACTIVITIES
Dividends paid $ (4,718) $ (4,099)
Dividends paid to minority shareholders (201) (468)
Payments on debt obligations (657) (196)
Proceeds from exercise of stock options 252 218
Proceeds from loan 1,038 3,406
Purchases of treasury stock (4,560)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (8,846) (1,139)
Effect of exchange rate changes on cash and
cash equivalents (368) 161
-------- --------
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (6,154) 7,090
Cash and cash equivalents at beginning of the year 26,711 14,761
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD $ 20,557 $ 21,851
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 297 $ 167
Income taxes 3,717 4,859
</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 November 30, 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 November
30, 1996 are not necessarily indicative of the operating results for
the full year.
NOTE B - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
November 30, February 29,
1996 1996
----------- -----------
<S> <C> <C>
Raw materials $13,413,000 $13,724,000
Finished goods 10,780,000 10,569,000
----------- -----------
$24,193,000 $24,293,000
=========== ===========
</TABLE>
Domestic gold and silver inventories as of November 30, 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 November 30, 1996 and February 29, 1996 would have been
$4,146,000 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 nine months ended
November 30:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Dividends declared May May
Dividends paid June June
Dividends declared July July
Dividends paid August August
Dividends declared October September
Dividends paid November October
Dividends per common share:
Quarter ended May 31 $0.18 $0.155
Quarter ended August 31 $0.18 $0.155
Quarter ended November 30 $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 8,756,378 8,819,491
Quarter ended November 30 8,629,015 8,821,660
Amount of dividends:
Quarter ended May 31 $1,589,000 $1,365,000
Quarter ended August 31 1,576,000 1,367,000
Quarter ended November 30 1,553,000 1,367,000
---------- ----------
$4,718,000 $4,099,000
========== ==========
</TABLE>
NOTE D - OTHER INCOME
Other income consists of the following:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30 November 30
------------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Royalty and commission income $1,447 $ 1,488 $ 573 $506
Equity in earnings of
unconsolidated affiliates 778 661 484 317
Foreign currency gains (losses) 119 (71) 148 --
Investment income and other 328 254 86 167
------ ------- ------ ----
$2,672 $ 2,332 $1,291 $990
====== ======= ====== ====
</TABLE>
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<PAGE> 9
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine months ended November 30, 1996 and November 30, 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 $7,566,000 or 10% to $81,852,000 in the November 1996
period, from $74,286,000 in the November 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 $76,724,000 in the November 1996
period, a decrease of $9,392,000 or 11% from $86,116,000 in the November 1995
period principally due to decreased volume of precious metal content sales in
the United Kingdom and to a lesser extent in the United States. The average gold
price per troy ounce for the November 1996 and November 1995 periods were $387
and $385, respectively.
The strengthening of the U.S. dollar against European 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 $1,103,000 and precious metal content and other sales decreased
$1,473,000 due to the effect of currency rate changes on translated amounts in
the 1996 period.
Cost of sales decreased $2,464,000 in the November 1996 period. The
decrease was due to lower precious metal content sales from reduced sales
volume, partially offset by the increased process sales. The November 1996
period reflects an increase in the Company's overall gross profit percentage
from 27.1% to 27.9%, 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 November
1996 period.
Selling, general, and administrative expenses increased $1,932,000 or
8% in the November 1996 period. The increase occurred principally in Asia, as
the Company's operations in Hong Kong continued to grow and a new LeaRonal
company was opened in Singapore. 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 $312,000 from $1,361,000 in the November 1995
period to $1,049,000 in the November 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 increased $117,000 in the
November 1996 period, principally due to a gain from the sale of substantially
all of the assets of the United Kingdom subsidiary's 50% owned jewelry
manufacturing affiliate during the third quarter.
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<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 November 1996 period to
29% from 34% in the November 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 $318,000 or approximately 3% in the November 1996
period, primarily due to increased selling, general, and administrative
expenses, increased research and development expenses and decreased interest
income, partially offset by increased gross margins, 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 November 1996 period decreased by $463,000 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 November 30, 1996 period, net cash provided by operations
decreased $1,297,000 to $12,166,000 compared with $13,463,000 in the November
1995 period, primarily due to changes in operating assets and liabilities. The
accounts receivable increase occurred principally in Asia due to increased sales
in that area. Cash flows used in investing activities were $9,106,000 in the
November 1996 period, compared to $5,395,000 in the November 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 $8,846,000 in the November 1996 period, compared to $1,139,000
in the November 1995 period. During the November 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 the November 1995
period, cash flows used in financing activities were decreased $3,406,000 from
the proceeds of a mortgage loan used to partially finance the acquisition of a
new facility in Hong Kong. In the November 1996 period, loan proceeds totaled
$1,038,000, a decrease of $2,368,000. In addition, the Company increased its
quarterly dividend rate 16% to $.18 per share in the November 1996 period, from
$.155 per share in the November 1995 period.
At November 30, 1996, the Company had working capital of $73,650,000
and current assets of $101,349,000 including cash, cash equivalents, and short
term investments of $32,154,000. 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.
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<PAGE> 11
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended November 30, 1996 and November 30, 1995
Net sales increased $445,000 from $54,951,000 in the November 1995
quarter to $55,396,000 in the November 1996 quarter. Process sales in the
November 1996 quarter totaled $29,401,000, an increase of $3,686,000 or 14% from
$25,715,000 in the November 1995 quarter. Process sales increased primarily in
Asia and to a lesser extent in the United States. Precious metal content and
other sales totaled $25,995,000 in the November 1996 quarter, a decrease of
$3,241,000 from $29,236,000 in the November 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 November 1996 and 1995 quarters were
$381 and $384, respectively.
Cost of sales decreased $204,000 due to decreased precious metal
content and other sales, partially offset by increased process sales. The
Company's overall gross margin percentage increased from 27.4% in the November
1995 quarter to 28.4% in the November 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 $440,000 or
approximately 5% in the November 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 $422,000 in the November 1995 quarter to
$305,000 in the November 1996 quarter because the company had less available
funds for investment.
Other income increased $301,000 in the November 1996 quarter,
principally due to increased earnings of unconsolidated affiliates, foreign
currency gains, and increased royalty and commission income.
The effective income tax rate decreased from 31% in the November 1995
quarter to 26% in the November 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 increased $443,000 or 11% in the November 1996 quarter,
primarily due to increased gross margins, increased other income and the effect
of lower effective income tax rates, partially offset by increased selling,
general, and administrative expenses and decreased interest income.
-11-
<PAGE> 12
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
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
November 30, 1996.
-12-
<PAGE> 13
FORM 10-Q
LeaRonol, 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: January 10, 1997
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> NOV-30-1996
<EXCHANGE-RATE> 1
<CASH> 20,557
<SECURITIES> 11,597
<RECEIVABLES> 41,777
<ALLOWANCES> 0
<INVENTORY> 24,193
<CURRENT-ASSETS> 101,349
<PP&E> 58,238
<DEPRECIATION> 24,849
<TOTAL-ASSETS> 150,746
<CURRENT-LIABILITIES> 27,699
<BONDS> 2,474
0
0
<COMMON> 9,362
<OTHER-SE> 104,167
<TOTAL-LIABILITY-AND-EQUITY> 150,746
<SALES> 158,576
<TOTAL-REVENUES> 162,297
<CGS> 114,391
<TOTAL-COSTS> 144,806
<OTHER-EXPENSES> 1,120
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 326
<INCOME-PRETAX> 16,045
<INCOME-TAX> 4,694
<INCOME-CONTINUING> 11,351
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,351
<EPS-PRIMARY> 1.28
<EPS-DILUTED> 1.28
</TABLE>
