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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 February 29, 1996 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
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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
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Class of Stock Outstanding at
February 29, 1996
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KEVLIN CORPORATION
<TABLE>
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
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<CAPTION>
Page
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - February 29,1996
and May 31, 1995...............................................................3 - 4
Consolidated Statements of Operations - Three Months
Ended February 29, 1996 and February 28, 1995......................................5
Consolidated Statements of Operations - Nine Months
Ended February 29, 1996 and February 28, 1995......................................6
Consolidated Statements of Cash Flows -
Nine Months Ended February 29, 1996 and February 28, 1995......................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..................................................................13
Item 6. Exhibits and Reports on Form 8-K..................................................13
Signatures........................................................................14
</TABLE>
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<CAPTION>
ASSETS
------
February 29, May 31,
1996 1995
------------ -------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,632 $ 2,881
Accounts receivable, net of
allowance for doubtful accounts
of $82 at February 29, 1996
and $52 at May 31, 1995 1,848 2,750
Inventories 1,976 2,000
Costs and estimated earnings
in excess of billings on
uncompleted contracts 1,612 1,297
Prepaid expenses and other
current assets 133 113
Refundable and deferred income taxes 697 226
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Total current assets 8,898 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 1,050 1,006
Leasehold improvements 838 824
Motor vehicles 14 14
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4,864 4,806
Less-accumulated depreciation
and amortization (3,799) (3,539)
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Net equipment, fixtures &
improvements 1,065 1,267
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Other assets 619 408
Deferred income taxes 142 142
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Total Assets $10,724 $11,084
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
February 29, May 31,
1996 1995
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(unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 539 $ 489
Billings in excess of costs
and estimated earnings on
uncompleted contracts 118 17
Accrued income taxes - 434
Current portion of obligations
under capital lease - 17
Accrued expenses and other
current liabilities 1,596 1,479
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Total current liabilities 2,253 2,436
Accrued retirement benefits 1,145 1,016
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Total liabilities 3,398 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
February 29, 1996 and 3,084,881
shares at May 31, 1995 313 308
Capital in excess of par value 2,170 2,079
Retained earnings 5,453 5,821
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7,936 8,208
Less- Treasury stock of 393,087
shares at February 29, 1996 and
386,487 shares at May 31, 1995,
at cost 610 576
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Total stockholders' equity 7,326 7,632
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Total Liabilities and Stockholders' Equity $10,724 $11,084
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<CAPTION>
Three Months Ended
February 29, February 28,
1996 1995
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<S> <C> <C>
Net sales $3,430 $2,498
Cost of sales 1,997 1,356
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Gross profit 1,433 1,142
Operating and other expenses (income):
Product development 12 160
Selling 331 311
General and administrative 592 464
Nonrecurring charges - -
Other income, net (29) (20)
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Total operating and other expenses (income) 906 915
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Income before provision for income taxes 527 227
Provision for income taxes 64 91
Net income $ 463 $ 136
====== ======
Income per common and common
equivalent share:
Net income per share $ .15 $ .05
====== =======
Weighted average number of common
and common equivalent shares outstanding 3,116,671 2,839,590
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
Nine Months Ended
February 29, February 28,
1996 1995
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<S> <C> <C>
Net sales $ 8,615 $ 8,078
Cost of sales 5,153 4,821
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Gross profit 3,462 3,257
Operating and other expenses (income):
Product development 266 311
Selling 893 907
General and administrative 1,524 1,354
Nonrecurring charges 1,464 -
Other income, net (72) (49)
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Total operating and other expenses (income) 4,075 2,523
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Income (loss) before provision (benefit) for income taxes (613) 734
Provision (benefit) for income taxes (245) 296
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Net income (loss) $ (368) $ 438
========= =========
Income (loss) per common and common
equivalent share:
Net income (loss) per share $ (.12) $ .15
========= =========
Weighted average number of common
and common equivalent shares outstanding 3,066,122 2,856,383
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Nine Months Ended
February 29, February 28,
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(368) $ 438
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Depreciation and amortization 279 277
Loss on sale of assets 17 -
Changes in assets and liabilities:
Decrease in accounts receivable 902 698
Decrease (Increase) in inventories 24 (379)
Increase in costs and estimated earnings
in excess of billings on uncompleted contracts (315) (110)
(Increase) Decrease in prepaid expenses and
other current assets; refundable and deferred
income taxes; and other assets (711) 138
Increase (Decrease) in accounts payable, accrued
expenses and other current liabilities 205 (112)
Increase in billings in excess of costs and estimated
earnings on uncompleted contracts 101 -
(Decrease) Increase in accrued and deferred income taxes (434) -
Decrease in net discontinued liability - (70)
Increase in accrued retirement benefits 129 54
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Net cash (used for) provided by operating activities $(171) $ 934
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<TABLE>
KEVLIN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Nine Months Ended
February 29, February 28,
1996 1995
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<S> <C> <C>
Cash flows from investing activities:
Expenditures for property and equipment (84) (101)
Purchase of marketable securities (300) -
Proceeds from sales of marketable securities 299 -
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Net cash used for investing activities (85) (101)
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Cash flows from financing activities:
Principal payments under capital
lease obligations (17) (45)
Net proceeds (payments) from stock transactions 24 (6)
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Net cash provided by (used in) financing activities 7 (51)
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Net (decrease) increase in cash and cash equivalents (249) 782
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Cash and cash equivalents, beginning of period 2,881 2,192
Cash and cash equivalents, end of period $ 2,632 $2,974
======== ======
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest $ - 4
======== ======
Income taxes $664,000 $ 22
======== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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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>
February 29, 1996 May 31, 1995
----------------- ------------
(unaudited)
(Dollars in thousands)
<S> <C> <C>
Raw materials and parts $ 765 $ 814
Work-in-process 925 939
Finished goods 286 247
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$1,976 $2,000
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</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 February 29, 1996 consolidated financial statement presentation.
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KEVLIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - In the fourth quarter of fiscal 1996, the Company's
shareholders approved an Agreement and Plan of Merger (the "Agreement") among
the Company, Chelton Communications Systems, Inc. ("CCSI") and Kevlin
Acquisition Corp. ("Acquisition"), a wholly owned subsidiary of CCSI.
Pursuant to the terms of the Agreement, Acquisition merged with and into the
Company, resulting in the Company surviving as a wholly owned subsidiary of
CCSI. CCSI is a subsidiary of Cobham, Plc. The Company received more than the
required two-thirds shareholder vote necessary to approve the merger. CCSI will
acquire all of the issued and outstanding shares of the Company's common stock
at a price of $4.54 per share. Kevlin will henceforth become a fully owned
subsidiary of CCSI.
In connection with the merger and 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 nine month period ended February 29, 1996.
Item 2. Management's Discussion and Analysis of Results of Operations and
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Financial Condition
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Results of Operations:
Net sales for the third quarter of fiscal 1996, ending February 29, 1996,
increased by $932,000, or 37%, to $3,430,000, compared to second quarter sales
of $2,498,000 in fiscal 1995. The increase in third quarter sales for fiscal
1996 was a result of the completion of several domestic and international Air
Traffic Control contracts. Overall, sales of $8,615,000 for the first nine
months of fiscal 1996 have increased by $537,000, or 7%, from fiscal 1995 sales
of $8,078,000. The increase in year-to-date sales is primarily attributable to a
$741,000 increase in international Air Traffic Control sales in fiscal 1996 as
compared to fiscal 1995.
The gross profit margin for the third quarter of fiscal 1996 decreased by 4% to
42%, as compared to 46% in the corresponding quarter of fiscal 1995. The
decreased gross margin for the three months ended February 29, 1996, as compared
to the same period of the prior fiscal year, is attributable to the absence of
a high margin Navy contract which was completed in the third quarter of fiscal
1995. The 40% gross profit margin for the first nine months of fiscal 1996
remains consistent with the 40% margin for the same nine month period of the
prior fiscal year.
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Item 2. Management's Discussion and Analysis of Results of Operations and
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Financial Condition (Continued)
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Operating and other expenses (income) for the third quarter of fiscal 1996
decreased by $9,000, or 1%, as compared to the same quarter in fiscal 1995.
The decrease is primarily attributable to reduced product development expenses
which were offset by additional legal, consulting and executive compensation
charges related to the merger activity of the Company. On a year-to-date basis,
operating and other expenses (income) have increased by $1,552,000, or 62%,
from fiscal 1995. The increase, on a year-to-date basis, is attributable to
merger related 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, of $1,433,000, which were recorded in the second quarter of
fiscal 1996. The restructuring charges have amounted to approximately $1,464,000
in fiscal 1996.
The Company recorded net income of $463,000, or $.15 per share for the third
quarter of fiscal 1996. This represents an increase in net income of $327,000,
or $.10 per share, from the same quarter of fiscal 1995. The increased income in
the third quarter of fiscal 1996 is due to the increased sales volume and
related gross profit which was $291,000, or 25%, greater than in the same
quarter of fiscal 1995. For fiscal 1996, the Company is reporting a year-to-date
loss of $368,000 as compared to fiscal 1995's year-to-date income of 438,000.
The year-to-date loss is primarily attributable to the aforementioned merger
activity of the Company. The Company has recorded an income tax benefit in the
amount of $245,000 related to the current year-to-date loss.
New orders decreased by $608,000, or 19%, during the third quarter of fiscal
1996 to $2,542,000, as compared to $3,150,000 received in the third quarter of
the prior fiscal year. On a year-to-date basis, new orders have decreased by
$1,231,000, or 16%, from the prior year to $6,544,000. The decrease in new
orders is due to certain international orders received in the second and third
quarters of fiscal 1995, of which comparable orders have not been received in
fiscal 1996 but are anticipated in the fourth quarter of fiscal 1996.
The Company's backlog decreased by $2,051,000, or 28%, to $5,263,000 from the
prior year third quarter amount of $7,314,000.
Liquidity and Capital Resources
- -------------------------------
Net cash and cash equivalents increased by $478,000 during the three months
ended February 29, 1996. The increase is due to reduced cash outlays and
improved receivables collections in the third quarter of fiscal 1996. On a
year-to-date basis, cash and cash equivalents have decreased by $249,000. The
primary reasons for the decrease related to the first major payments of income
taxes (approximately $664,000 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 $4,480,000 have decreased by $1,151,000 since
May 31, 1995, however, the Company's financial condition remains relatively
strong. The Company's current ratio increased to 4.0 at February 29, 1996, 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
11
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Item 2. Management's Discussion and Analysis of Results of Operations and
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Financial Condition (Continued)
- -------------------------------
fully available at February 29, 1996. Additionally, the Company also has an
unsecured term loan facility of $5,000,000 with the bank which is still
available for acquisitions.
12
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PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits:
--------
None.
(b) Reports on Form 8-K:
-------------------
None.
13
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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: March 27, 1996
Kevlin Corporation
/s/ John J. Moran
-----------------------------
John J. Moran
President
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF KEVLIN CORPORATION FOR THE THREE
MONTHS ENDED FEBRUARY 29, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> FEB-29-1996
<EXCHANGE-RATE> 1
<CASH> 2,632
<SECURITIES> 0
<RECEIVABLES> 1,930
<ALLOWANCES> 82
<INVENTORY> 1,976
<CURRENT-ASSETS> 8,898
<PP&E> 4,864
<DEPRECIATION> 3,799
<TOTAL-ASSETS> 10,724
<CURRENT-LIABILITIES> 2,253
<BONDS> 0
<COMMON> 313
0
0
<OTHER-SE> 7,013
<TOTAL-LIABILITY-AND-EQUITY> 10,724
<SALES> 3,430
<TOTAL-REVENUES> 3,430
<CGS> 1,997
<TOTAL-COSTS> 1,997
<OTHER-EXPENSES> 935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 527
<INCOME-TAX> 64
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 463
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
