<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended November 30, 1995 Commission File No. 0-10265
Kevlin Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2073497
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Cornell Place, Wilmington, Massachusetts 01887
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (508) 657-3900
--------------
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.
Common Stock, par value $.10 per share 2,733,794
- -------------------------------------- -----------------
Class of Stock Outstanding at
November 30, 1995
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KEVLIN CORPORATION
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
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Page
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - November 30,1995
and May 31, 1995 ............................................................... 3 - 4
Consolidated Statements of Operations-Three Months
Ended November 30, 1995 and 1994 ................................................... 5
Consolidated Statements of Operations-Six Months
Ended November 30, 1995 and 1994 ................................................... 6
Consolidated Statements of Cash Flows-
Six Months Ended November 30, 1995 and 1994 .................................... 7 - 8
Notes to Consolidated Financial Statements .................................... 9 - 10
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition ....................................... 10 - 12
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>
2
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
<TABLE>
KEVLIN CORPORATION
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
------
<CAPTION>
November 30, May 31,
1995 1995
------------ -------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,854 $ 2,881
Accounts receivable, net of
allowance for doubtful accounts
of $67 at November 30, 1995
and $52 at May 31, 1995 2,462 2,750
Inventories 2,109 2,000
Costs and estimated earnings
in excess of billings on
uncompleted contracts 1,233 1,297
Prepaid expenses and other
current assets 110 113
Refundable and deferred income taxes 708 226
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Total current assets 8,476 9,267
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Equipment, fixtures and improvements, at cost:
Machinery and equipment 1,856 1,856
Electrical test equipment 1,106 1,106
Furniture, fixtures and office equipment 1,047 1,006
Leasehold improvements 838 824
Motor vehicles 14 14
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4,861 4,806
Less-accumulated depreciation and amortization (3,712) (3,539)
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Net equipment, fixtures & improvements 1,149 1,267
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Other assets 627 408
Deferred income taxes 142 142
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Total Assets $10,394 $11,084
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
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KEVLIN CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
November 30, May 31,
1995 1995
------------ -------
(unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 328 $ 489
Billings in excess of costs
and estimated earnings on
uncompleted contracts 226 17
Accrued income taxes - 434
Current portion of obligations
under capital lease 7 17
Accrued expenses and other
current liabilities 1,825 1,479
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Total current liabilities 2,386 2,436
Accrued retirement benefits 1,145 1,016
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Total liabilities 3,531 3,452
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Commitments and contingencies
Stockholders' equity:
Preferred Stock, $1.00 par value -
Authorized - 2,000,000 shares,
Issued - none - -
Common Stock, $.10 par value -
Authorized - 8,000,000 shares
Issued - 3,126,881 shares at
November 30, 1995 and 3,084,881
shares at May 31, 1995 313 308
Capital in excess of par value 2,170 2,079
Retained earnings 4,990 5,821
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7,473 8,208
Less - Treasury stock of 393,087
shares at November 30, 1995 and
386,487 shares at May 31, 1995,
at cost 610 576
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Total stockholders' equity 6,863 7,632
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Total Liabilities and Stockholders' Equity $10,394 $11,084
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30, November 30,
1995 1994
------------ ------------
<S> <C> <C>
Net sales $ 2,859 $ 2,742
Cost of sales 1,804 1,635
--------- ---------
Gross profit 1,055 1,107
Operating and other expenses (income):
Product development 106 76
Selling 308 332
General and administrative 509 424
Nonrecurring charges 1,433 -
Other income, net (14) (15)
--------- ---------
Total operating and other expenses (income) 2,342 817
--------- ---------
Income (loss) before provision (benefit) for income taxes (1,287) 290
Provision (benefit) for income taxes (368) 117
--------- ---------
Net income (loss) $ (919) $ 173
========= =========
Income (loss) per common and common
equivalent share:
Net income (loss) per share $ (.30) $ .06
========= =========
Weighted average number of common
and common equivalent shares outstanding 3,092,713 2,828,487
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
November 30, November 30,
1995 1994
------------ ------------
<S> <C> <C>
Net sales $ 5,185 $ 5,580
Cost of sales 3,156 3,457
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Gross profit 2,029 2,123
Operating and other expenses (income):
Product development 254 150
Selling 562 596
General and administrative 932 897
Nonrecurring charges 1,464 -
Other income, net (43) (29)
--------- ---------
Total operating and other expenses (income) 3,169 1,614
--------- ---------
Income (loss) before provision (benefit) for income taxes (1,140) 509
Provision (benefit) for income taxes (309) 205
--------- ---------
Net income (loss) $ (831) $ 304
========= =========
Income (loss) per common and common
equivalent share:
Net income (loss) per share $ (.28) $ .11
========= =========
Weighted average number of common
and common equivalent shares outstanding 3,006,507 2,864,780
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
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KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
November 30, November 30,
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(831) $ 304
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Depreciation and amortization 189 184
Loss on sale of assets 16 -
Changes in assets and liabilities:
Decrease in accounts receivable 288 19
Increase in inventories (109) (164)
Decrease (Increase) in costs and estimated earnings
in excess of billings on uncompleted contracts 64 (259)
(Increase) Decrease in prepaid expenses and
other current assets; refundable and deferred
income taxes; and other assets (704) 78
Decrease (increase) in accounts payable, accrued
expenses and other current liabilities 223 (511)
Increase in billings in excess of costs and estimated
earnings on uncompleted contracts 209 -
Increase (decrease) in accrued and deferred income taxes (434) 199
Decrease in net discontinued liability - (70)
Increase in accrued retirement benefits 130 49
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Net cash used for operating activities $(959) $(171)
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
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KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
November 30, November 30,
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from investing activities:
Expenditures for property and equipment (81) (93)
Purchase of marketable securities (300) -
Proceeds from sales of marketable securities 299 -
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Net cash used for investing activities (82) (93)
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Cash flows from financing activities:
Principal payments under capital
lease obligations (10) (29)
Net proceeds (payments) from stock transactions 24 (6)
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Net cash provided by (used in) financing activities 14 (35)
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Net decrease in cash and cash equivalents (1,027) (299)
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Cash and cash equivalents, beginning of period 2,881 2,192
Cash and cash equivalents, end of period $1,854 $1,893
====== ======
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest $ - $ 3
====== ======
Income taxes $ 608 $ 22
====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
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KEVLIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - The condensed consolidated financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The Company's accounting
and financial reporting policies are in conformity with generally accepted
accounting principles and include normal recurring adjustments in interim
periods, which in the opinion of management, are considered necessary for a
fair presentation of the results of operations. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and the related notes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended May 31, 1995.
The accompanying consolidated financial statements reflect the Company's
results of operations for an interim period and are not necessarily indicative
of the results of operations for the fiscal year ending May 31, 1996.
<TABLE>
NOTE 2 - Inventories are comprised of the following:
<CAPTION>
November 30, 1995 May 31, 1995
(unaudited)
(Dollars in thousands)
<S> <C> <C>
Raw materials and parts $ 908 $ 814
Work-in-process 978 939
Finished goods 223 247
------ ------
$2,109 $2,000
====== ======
</TABLE>
NOTE 3 - Income (loss) per common and common equivalent share is
computed based on the weighted average number of common shares and common
equivalent shares (if dilutive) outstanding during each period.
NOTE 4 - Statements of Cash Flow: During the first quarter of fiscal
1996, the Company paid its fiscal 1995 Employee Stock Ownership Plan ("ESOP")
contribution accrual in the form of a noncash distribution from its treasury
stock in the amount of $38,250.
NOTE 5 - Reclassifications: Certain amounts, as reported in the August
31, 1995 consolidated financial statements, have been reclassified to conform
to the November 30, 1995 consolidated financial statement presentation.
9
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KEVLIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - In the second quarter of fiscal 1996, the Company continued
discussions with Chelton Communication Systems, Inc. ("Chelton"), a subsidiary
of Cobham, Plc, regarding the potential acquisition of the Company. These
discussions have resulted in the signing of an Agreement and Plan of Merger on
December 6, 1995. Pursuant to the terms of the agreement, Chelton will acquire
the outstanding shares of the Company's common stock (other than treasury
stock) and options at a price of $4.54 per share. The transaction is subject
to approval by the Board of Directors of Chelton and the Board of Directors and
shareholders of Kevlin Corporation. The closing is expected to occur in
February 1996.
In connection with the anticipated merger and subsequent reorganization, the
Company has incurred non-recurring expenses of approximately $1,464,000.
These expenses, which consist primarily of legal, accounting, a $300,000
termination fee paid to another potential acquirer, a $256,000 fee payable to
certain members of the Company's Board of Directors and employee termination
costs, have been incurred during the six month period ended November 30, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations:
Net sales for the second quarter of fiscal 1996, ending November 30, 1995,
increased by $117,000, or 4%, to $2,859,000, compared to second quarter sales of
$2,742,000 in fiscal 1995. The slight increase in second quarter sales for
fiscal 1996 was a result of the completion of several International Air Traffic
Control contracts. Overall, sales of $5,185,000 for the first six months of
fiscal 1996 have decreased by $395,000, or 7%, from fiscal 1995 sales. On a
year-to-date basis, overall sales have decreased from fiscal 1995 by $395,000,
or 7%, due to the non-recurrence of defense system repair business.
The gross profit margin for the second quarter of fiscal 1996 decreased by 3%
to 37%, as compared to 40% in the corresponding quarter of fiscal 1995. The
lower gross margin for the three months ended November 30, 1995, was due to
reduced margins, attributable to higher than expected engineering expenses, on
several designs for International Air Traffic Control contracts that are
expected to yield future favorable margins. The gross profit margin for the
first six months of fiscal 1996 has increased to 39% from 38% in the same six
month period of the prior fiscal year. On a year-to-date basis, the Company's
overall margin has improved due to a slight increase in sales of products with
higher margins.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
Operating and other expenses (income) for the second quarter of fiscal 1996
increased by $1,525,000, or 187%, as compared to the same quarter in fiscal 1995
due to additional product development costs and restructuring charges related to
the merger activity of the Company. On a year-to-date basis, operating and
other expenses (income) have increased by $1,555,000, or 96%, from fiscal 1995.
The restructuring charges, consisting primarily of legal, accounting, a $300,000
termination fee paid to another potential acquirer, a $256,000 fee payable to
certain members of the Company's Board of Directors and employee termination
costs, amounted to $1,433,000 in the second quarter. On a year-to-date basis,
the restructuring charges have amounted to approximately $1,464,000 in fiscal
1996.
The Company recorded a net loss for the second quarter of fiscal 1996 of
$919,000, or $.30 per share. This represents a decrease in net income of
$1,092,000, or $.36 per share, from the same quarter of fiscal 1995. The
significant loss in the second quarter, and for year-to-date fiscal 1996, is
primarily attributable to the restructuring charges related to the
aforementioned merger activity of the Company. For fiscal 1996, the Company is
reporting a year-to-date loss of $831,000 as compared to fiscal 1995's
year-to-date income of 304,000. The Company has recorded an income tax benefit
in the amount of $309,000 related to the current year-to-date loss.
New orders decreased by $406,000, or 14%, during the second quarter of fiscal
1996 to $2,487,000, as compared to $2,893,000 received in the second quarter
of the prior fiscal year. On a year-to-date basis, new orders have decreased by
$622,000, or 13%, from the prior year to $4,002,000. The decrease in new orders
is due to certain international orders received in the second quarter of fiscal
1995, of which comparable orders have not been received in fiscal 1996 but are
anticipated in the third quarter of fiscal 1996.
The Company's backlog decreased by $783,000, or 11%, to $6,071,000 from the
prior year second quarter amount of $6,854,000.
Liquidity and Capital Resources
- -------------------------------
Net cash and cash equivalents decreased by $149,000 during the three months
ended November 30, 1995. On a year-to-date basis, cash and cash equivalents
have decreased by $1,027,000. The primary reasons for the decrease related to
the first major payments of income taxes (approximately $608,000 in the
aggregate) in several years, a $300,000 payment related to a terminated
acquisition of the Company by an unrelated party and a $255,000 payment related
to the funding of the Company's executive retirement plan. Liquid assets of
$4,316,000 have decreased by $1,315,000 since May 31, 1995, however, the
Company's financial condition remains relatively strong. The Company's current
ratio decreased to 3.6 at November 30, 1995 from 3.8 at May 31, 1995 and 4.5 at
May 31, 1994. The Company believes its future capital requirements for
equipment and product development can be met through cash flow from operations,
bank borrowings, and other sources at its disposal. This includes the Company's
$1,000,000 unsecured demand line of credit with The First National Bank of
Boston, which was fully available at November 30, 1995. Additionally, the
Company also has an unsecured term loan facility of $5,000,000 with the bank
which is still available for acquisitions.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
Also, the Company has signed an Agreement and Plan of Merger with Chelton
Communication Systems, Inc., a subsidiary of Cobham, Plc, with respect to the
acquisition of the Company's outstanding shares of common stock and options.
Refer to note 6 of the Notes to Consolidated Financial Statements for further
discussion.
PART II - OTHER INFORMATION
---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's 1995 Annual Meeting of Stockholders held on October 3, 1995,
directors Ernest W. Lattanzi and Arthur C. Williams were elected to serve a
three year term on the Board of Directors and Arthur Andersen LLP was ratified
and confirmed as the Company's independent public accountants for the fiscal
year ending May 31, 1996. Mr. Lattanzi received 2,111,358 favorable votes and
261,510 votes against his election while Mr. Williams received 1,822,575
favorable votes and 550,293 votes against his election. There were no
abstaining votes for either director. There were 2,106,488 votes cast for the
election of Arthur Andersen LLP as the Company's independent public
accountants. A total of 11,700 votes were cast against the ratification and
254,680 abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
--------
None.
(b) Reports on Form 8-K:
-------------------
Report on Form 8-K dated December 6, 1995 to reporting the execution
of an Agreement and Plan of Merger between the Company and Chelton
Communication Systems, Inc.
12
<PAGE> 13
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.
DATED: January 15, 1996
Kevlin Corporation
/s/ John J. Moran
-----------------------------
John J. Moran
President
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,854
<SECURITIES> 0
<RECEIVABLES> 2,529
<ALLOWANCES> 67
<INVENTORY> 2,109
<CURRENT-ASSETS> 8,476
<PP&E> 4,861
<DEPRECIATION> 3,712
<TOTAL-ASSETS> 10,394
<CURRENT-LIABILITIES> 2,386
<BONDS> 0
<COMMON> 313
0
0
<OTHER-SE> 6,550
<TOTAL-LIABILITY-AND-EQUITY> 10,394
<SALES> 2,859
<TOTAL-REVENUES> 2,859
<CGS> 1,804
<TOTAL-COSTS> 1,804
<OTHER-EXPENSES> 2,356
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,287)
<INCOME-TAX> (368)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (919)
<EPS-PRIMARY> (0.30)
<EPS-DILUTED> (0.30)
</TABLE>
