<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 January 31, 1996
-------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- ------------------
Commission file number 0-13940
----------------
CENTRAL SPRINKLER CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2328106
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
451 North Cannon Avenue, Lansdale, PA 19446
-------------------------------------------
(Address of principal executive offices)
(Zip Code)
(215) 362-0700
--------------
(Registrant's telephone number, including area code)
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 March 11, 1996
----- -----------------------------
Common Stock, $.01 Par Value 3,793,197
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTRAL SPRINKLER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
January 31, October 31,
1996 1995
----------- -----------
(Amounts in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,605 $ 2,025
Short-term investments 10,607 10,079
Accounts receivable, less allowance
for doubtful receivables of $3,945
in 1996 and $3,813 in 1995, respectively 30,531 31,686
Inventories 38,849 35,955
Deferred income taxes 5,229 5,038
Prepaid expenses and other assets 514 650
--------- ---------
Total current assets 89,335 85,433
--------- ---------
Property, Plant and Equipment 48,294 43,593
Less - Accumulated depreciation 16,505 15,567
--------- ---------
31,789 28,026
--------- ---------
Goodwill, less accumulated amortization of
$3,075 in 1996 and $3,012 in 1995, respectively 2,947 3,010
--------- ---------
Other Assets 1,264 891
--------- ---------
$ 125,335 $ 117,360
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 23,529 $ 14,062
Current portion of long-term debt 3,804 3,813
Accounts payable 11,231 12,724
Accrued expenses 6,348 6,896
Accrued income taxes 938 646
--------- ---------
Total current liabilities 45,850 38,141
--------- ---------
Long-Term Debt 26,420 27,516
--------- ---------
Other Noncurrent Liabilities 545 577
--------- ---------
Deferred Income Taxes 1,606 1,576
--------- ---------
Shareholders' Equity:
Common stock, $.01 par value; shares
authorized - 15,000; issued -
5,474 in 1996 and 5,472 in 1995 55 55
Additional paid-in capital 29,372 29,118
Retained earnings 43,980 42,939
Cumulative translation adjustments (113) (109)
Deferred cost - Employee Stock Ownership
Plan ("ESOP") (6,277) (6,360)
Unrealized investment holding gains, net -- 10
--------- ---------
67,017 65,653
Less - Common stock in treasury, at
cost - 1,680 shares in 1996 and 1995 16,103 16,103
--------- ---------
50,914 49,550
--------- ---------
$ 125,335 $ 117,360
========= =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
January 31,
1996 1995
-------- --------
(Amounts in thousands,
except per share)
Net Sales $ 40,750 $ 33,714
Cost of Sales 28,469 23,102
-------- --------
Gross profit 12,281 10,612
-------- --------
Operating Expenses:
Selling, general
and administrative 8,941 6,645
Research and development 1,210 1,225
Other income, net (98) (54)
-------- --------
10,053 7,816
-------- --------
Operating income 2,228 2,796
-------- --------
Interest Expense (Income):
Interest expense 672 583
Interest income (127) (156)
-------- --------
545 427
-------- --------
Income before income taxes 1,683 2,369
Income Taxes 642 921
-------- --------
Net Income $ 1,041 $ 1,448
======== ========
Earnings Per Common Share $ .31 $ .39
======== ========
See accompanying notes to financial statements.
3
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January, 31,
1996 1995
-------- ---------
(Amounts in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,041 $ 1,448
Noncash items included in income:
Depreciation and amortization 1,001 791
Deferred income taxes (161) (247)
Deferred costs 259 48
Decrease (increase) in -
Accounts receivable, net 1,155 (360)
Inventories (2,894) (4,058)
Prepaid expenses and other assets 136 288
Increase (decrease) in -
Accounts payable (1,493) 153
Accrued expenses (548) 805
Accrued income taxes 292 (291)
-------- --------
Net cash used for operating activities (1,212) (1,423)
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment (4,701) (2,706)
Sale of short-term investments 3,316 16,120
Purchase of short-term investments (3,844) (5,759)
Other - net (373) (152)
-------- --------
Net cash (used for) provided by investing
activities (5,602) 7,503
-------- --------
Cash flows from financing activities:
Short-term borrowings, net (1,533) 6,092
Proceeds from long-term debt 11,000 --
Proceeds from exercised stock options 34 --
Tax benefits from exercised stock options 12 --
Repayments of long-term debt (1,105) (1,019)
Purchase of treasury stock -- (11,750)
Other - net (14) (56)
-------- --------
Net cash provided by (used for) financing
activities 8,394 (6,733)
-------- --------
Net increase (decrease) in cash and cash
equivalents 1,580 (653)
Cash and cash equivalents at beginning of period 2,025 2,188
-------- --------
Cash and cash equivalents at end of period $ 3,605 $ 1,535
======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
Three Months Ended
January 31,
1996 1995
------- -------
(Amounts in thousands)
Supplemental disclosures of cash flow
information:-
Cash paid (received) during the period for:
Interest expense $ 839 $ 526
===== ======
Income taxes $ 511 $1,459
===== ======
Interest income $(165) $ (370)
===== ======
See accompanying notes to financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share)
(1) Basis of Presentation:
---------------------
The condensed financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. 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. These statements include all adjustments that, in the
opinion of management, are necessary to provide a fair statement of the results
for the periods covered. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto included
in the Company's Form 10-K for the year ended October 31, 1995. The results of
operations for the interim periods presented are not necessarily indicative of
the results for the full year.
(2) Inventories:
-----------
Inventories are stated at the lower of cost (first-in, first-out) or
market, and consist of the following:
January 31, October 31,
1996 1995
----------- -----------
Raw Materials and Work in Process $12,016 $11,237
Finished Goods 26,833 24,718
------- -------
$38,849 $35,955
======= =======
(3) Effect of Accounting Change to AICPA Statement of Position No. 93-6,
Employers' Accounting for Employee Stock Ownership Plans:
--------------------------------------------------------------------
The Company has an Employee Stock Ownership Plan ("ESOP") which covers
certain employees not covered by collective bargaining agreements. The ESOP owns
780 common shares of the Company, 750 of which were acquired in a leveraged
transaction at $9.70 per share in April 1993. The 750 common shares are being
allocated to the employees and the related cost is being amortized over a 15
year period that started in fiscal 1993, in accordance with the ESOP plan
provisions.
In the first quarter of fiscal 1995, the Company adopted AICPA
Statement of Position No. 93-6, "Employers' Accounting for Employee Stock
Ownership Plans"("SOP"). The SOP requires recognition of compensation expense
for shares allocated to employees based on the fair market value of those
6
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shares in the period in which they are allocated. The difference between cost
and fair market value of such allocated common shares is recorded in additional
paid-in capital.
The ESOP shares are summarized as follows:
January 31, October 31,
1996 1995
----------- -----------
Allocated shares 123 123
Committed to be released shares 9 --
Unreleased shares 648 657
------- -------
Total ESOP shares 780 780
======= =======
Fair value of unreleased shares $22,032 $21,681
======= =======
The ESOP expense for the three month periods ended January 31, 1996 and
1995 were $294 and $91, respectively.
(4) Earnings Per Common Share:
-------------------------
Earnings per common share are computed using the weighted average
number of shares of common stock and common stock equivalents outstanding
(dilutive stock options) during the period (3,352 and 3,752 for the three month
periods ended January 31, 1996 and 1995, respectively).
In the first quarter of 1995, the Company adopted SOP No. 93-6,
"Employers' Accounting for Employee Stock Ownership Plans" as discussed in Note
3. Under the provisions of this new accounting rule, unallocated shares of the
Company's stock in the ESOP are excluded from the average number of common
shares outstanding when computing earnings per share. In accordance with this
new rule, 654 and 686 unallocated ESOP shares were excluded from the average
number of common shares outstanding in the first quarter of fiscal 1996 and
fiscal 1995, respectively.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
(Amounts in thousands, except per share)
RESULTS OF OPERATIONS
Net Sales. Net sales for the first quarter of fiscal 1996 increased 20.9% to
$40,750. Such sales were $7,036 greater than the $33,714 recorded in the same
fiscal 1995 quarter. The new construction market and the retrofit of existing
buildings drive the demand for the Company's fire sprinklers and related
products. The growth in sales in the first fiscal quarter of 1996 from the
comparable period in 1995 is due to market demand and the Company's innovation
and expansion of product lines. The Company's sales growth was unfavorably
impacted by severe weather conditions in many parts of the United States which
slowed construction activity and demand for the Company's fire sprinkler
products. Sales gains were experienced in all major product groups except
fittings. Optima TM and Glass Bulb fire sprinkler models and CPVC pipe and
fitting products, had significantly higher sales. The Company's programs to
develop and expand production and marketing of products continued to increase
sales. Sales increases were realized throughout the U.S. and in foreign markets.
The Company has, however, experienced increased price competition on certain
products from its competitors.
Cost of Sales and Gross Profit. Cost of sales, in terms of dollars of expense,
for the first quarter of fiscal 1996 increased 23.2% to $28,469. Cost of sales
was $5,367 greater than the $23,102 in the same fiscal 1995 quarter. The
Company's cost of sales for the first quarter of fiscal 1996 was 69.9% of net
sales compared to 68.5% of net sales for the first quarter of fiscal 1995. This
resulted in a gross margin percentage of 30.1% in the first quarter of fiscal
1996 compared to 31.5% in the first fiscal quarter of 1995. The decrease in
gross profit margin percentage was due to several events. The events include
higher raw material costs, a higher number of manufacturing personnel, increased
manufacturing wages, fringe benefits, higher machinery and equipment costs and
lower than anticipated production of sprinklers due to adverse weather
conditions. Such lower production levels caused costs per unit to rise. Also
negatively impacting the first fiscal quarter of 1996 was a virtual shut-down at
our manufacturing facility for fittings for piping systems. The virtual
shutdown at the foundry and manufacturing facility for fittings was due to the
commencement of the final phase of reconstruction and expansion. This final
phase includes the removal and relocation of existing equipment, installation
8
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of new equipment, processes and other work. This shutdown caused the fittings
facility to incur a significant negative gross margin and operating loss for the
quarter. It is expected that the reconstruction and expansion will be
substantially completed during the second quarter.
Operating Expenses. Operating expenses for the first quarter of fiscal 1996
increased 28.6% from the first quarter of fiscal 1995. Total operating expenses
increased $2,237 to $10,053 for the first quarter of fiscal 1996 compared to
$7,816 for the same period for fiscal 1995. The overall increase in operating
expenses for the first quarter of fiscal 1996 resulted from an increase in
selling, general and administrative expenses of 34.6%, or $2,296. The majority
of the increase is due to the increased levels of expense associated with the
increased sales volume. The cost increases included higher sales personnel
costs, commissions, travel and entertainment, distribution facility costs and
certain marketing costs. Distribution facility costs increased due to increased
personnel, freight and other costs necessary to support the increased sales
volume as well as the opening of new sales and distribution facilities in
Cleveland, Ohio and Singapore. Certain distribution facilities were expanded to
better serve their markets and with an expanded product offering. The Company
also had higher numbers of administrative, sales and other support personnel in
the first quarter of fiscal 1996 to provide necessary support for the increased
level of business activity. These costs along with increases in salaries, wages,
fringe benefits and legal fees also added to the increase between the periods.
Legal costs increased $251 and were incurred primarily to protect patents on
several new and innovative products. Fringe benefit costs include an increase of
$203 for the costs of the Employee Stock Ownership Plan (ESOP) due to the
increase in the stock price. The Company has also continued its high degree of
emphasis on research and development in efforts to develop new and improved
products. The research and development expense for the first fiscal quarter of
1996 was level with the comparable prior year period. Increases in the number of
personnel for the development and testing of new and improved products was
offset by lower outside charges.
Interest Expense (Income). Interest expense of $672 was incurred in the first
fiscal quarter of 1996 compared to interest expense of $583 in the comparable
quarter of fiscal 1995. The higher interest expense was due to the overall
increase in debt. Short and long-term debt totalled $53,753 at January 31, 1996
as compared to $36,028 at January 31, 1995. The additional debt was required to
fund the expanded capital expenditure programs and increased working capital
needs. Interest expense was favorably impacted by lower interest rates between
periods and the capitalization of interest cost. The Company capitalized $180 of
interest cost in the first quarter of fiscal 1996. No interest was capitalized
in the first fiscal quarter of the prior year. All of the interest capitalized
in the period is related to the reconstruction and expansion of the Company's
fittings manufacturing facility. Interest income for the three months ended
January 31, 1996 and 1995 was $127 and $156, respectively. The decrease in
interest income was due primarily to a decrease in the investment balance held
during the first fiscal quarter of 1996 as compared to 1995. Late in the first
fiscal quarter of 1995, the Company used short-term investments of $11,750 for
the repurchase of 1,237 shares of the Company's common stock for the treasury.
9
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Income Taxes. The Company's effective tax rate for the first quarter of fiscal
1996 was 38.1% compared to 38.9% in the comparable period of 1995. The decrease
in the overall effective income tax rate includes a decrease in the effective
state income tax rate and an increase in anticipated federal income tax credits.
The decrease in the effective state income tax rate is due to a decrease in
certain statutory state tax rates.
Seasonal Aspects of Business. The Company's sales are affected by seasonal
factors as well as the level of new construction activity, remodeling and
retrofitting of older properties in the industrial, commercial, residential and
institutional real estate markets. The Company's sales tend to increase the most
when there is a high level of new construction activity in all such real estate
markets. In addition, as a result of relatively higher levels of new
construction during the warmer spring and summer months, the demand for
sprinkler system components tends to be greater during the summer and fall than
during other seasons.
FINANCIAL CONDITION
January 31, 1996 Compared to October 31, 1995
Cash, Cash Equivalents and Short-Term Investments. Cash, cash equivalents and
short-term investments totaled $14,212 as of January 31, 1996 as compared to
$12,104 at October 31, 1995. This increase was a result of normal fluctuations
in operations.
Inventories. Inventories totaled $38,849 at January 31, 1996 as compared to
$35,955 at October 31, 1995. The $2,894 increase in inventories was comprised of
$779 in raw materials and work in process and an increase of $2,115 in finished
goods. The increase in raw materials and work in process was primarily due to
increased material requirements to meet the product demand. Higher levels of
certain raw materials were also obtained due to anticipated price increases and
longer lead times on certain items. The increase in finished goods was also due
to an anticipation of a continued strong demand for fire sprinklers and related
products. The Company stocked inventory at two new distribution centers open in
late 1995 and early 1996 which were not open in the comparable first quarter of
fiscal 1995. Inventory levels also increased primarily due to the introduction
of new products into virtually all of its warehouse distribution centers.
10
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Property, Plant and Equipment. The Company's property, plant and equipment rose
by $4,701 to $48,294 at January 31, 1996. A large part of this increase is due
to the reconstruction and expansion of the manufacturing facility for fittings
products. Funds have also been used to expand research and development
facilities and add machinery and equipment to increase production capacities at
other facilities.
Total Debt. The Company's total debt increased to $53,753 at January 31, 1996
compared to $45,391 at October 31, 1995. The additional borrowings of $8,362
were used primarily to fund capital expenditures and finance increased working
capital needs as a result of the Company's growth. The funds were principally
borrowed under the Company's lines of credit from banks. On November 21, 1995,
the Company issued a principal amount of $8,000 State of Alabama Industrial
Development Authority Adjustable Convertible Taxable Industrial Revenue Bonds
and $3,000 Calhoun County (Alabama) Economic Development Council Adjustable
Convertible Taxable Industrial Revenue Bonds ("IRB's"). The IRB's have a 20 year
term and bear interest at a variable rate which was 5.60% at January 31, 1996.
At October 31, 1995, $11,000 of short-term borrowings are classified as
long-term debt based upon the Company's issuance of these bonds.
Liquidity and Capital Resources. The Company's primary sources of long-term and
short-term liquidity are its current financial resources, projected cash flow
from operations and its borrowing capacity. Cash used for operating activities
for the first quarter of fiscal 1996 totaled $1,212 as compared to $1,423 for
the first quarter of fiscal 1995. The increase in inventories was the primary
reason that cash was used for operating activities in both periods. Cash was
also used for the purchase of $4,701 of property, plant, and equipment during
the first quarter primarily to expand and enhance manufacturing capabilities,
particularly at the Company's foundry and fittings manufacturing facility. The
amount spent for property, plant and equipment in the first quarter of fiscal
1995 was $2,706. On November 21, 1995, the Company refinanced short-term
borrowings with long-term debt amounting to $11,000 with the issuance of the
IRB's. The Company's net short-term borrowings for the quarter amounted to a
reduction of $1,533 and long-term debt repayments of $1,105 were required on
long-term debt in the period.
In January 1996, the Company entered into an interest rate swap agreement which
fixes the interest rate on the $8,000 of State of Alabama Industrial Development
Authority Adjustable Convertible Taxable Industrial Revenue Bonds and the $3,000
of Calhoun County (Alabama) Economic Development Council Adjustable Convertible
Taxable Industrial Revenue Bonds. The interest rate is fixed at 6.125% for the
20 year term. Interest expense is recorded monthly at the fixed rate plus
related fees. The difference between the variable rate paid to IRB
bondholders and the fixed rate costs are settled monthly between the Company and
the bank which is party to the swap agreement. In January 1996, the Company also
converted certain long-term loans, term notes and other loans from a variable
rate of interest to fixed rates. The fixed interest rates range from 5.98% to
6.67% over the remaining terms of the loans.
The Company has lines of credit with banks at variable interest rates which are
generally less than the prime lending rate. As of January 31, 1996,
approximately $9,300 of these lines of credit were unused and available for
use.
The Company purchases property, plant and equipment from time to time as
required to maintain and expand its offices, manufacturing and research
facilities and distribution centers. The Company has expanded and improved its
operations over the years with such purchases and the Company intends to
continue this policy in the future. The Company is engaged in the reconstruction
and expansion of a foundry and manufacturing facility for fittings it purchased
in fiscal 1994 for $1,771. The Company has spent approximately $16,300 to date
for such reconstruction and expansion and expects to substantially complete such
facility in the second quarter of fiscal 1996 at an additional cost of $750. The
Company has commitments in the ordinary course of business for such expansions
of facilities and equipment and for research and other contracts. The Company's
cash, cash equivalents and short-term investments are comprised of funds on
deposit and various government and corporate obligations which, along with the
Company's borrowing capacity, provide adequate liquidity to meet the Company's
obligations and to fund programs necessary for future growth and expansion.
11
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following document is filed as an Exhibit and attached as follows:
Exhibit 11 -- Computation of Earnings Per Common Share
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended January 31,
1996.
12
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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.
CENTRAL SPRINKLER CORPORATION
-----------------------------
(Registrant)
/s/ George G. Meyer
-----------------------------
George G. Meyer
Chief Executive Officer
DATE: March 14, 1996
- -----------------------
/s/ Albert T. Sabol
-----------------------------
Albert T. Sabol
Vice President-Finance
(Principal Financial and
Accounting Officer)
13
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Exhibit 11
CENTRAL SPRINKLER CORPORATION
EARNINGS PER COMMON SHARE
Three Months Ended
January 31,
1996 1995
------ ------
(Amounts in thousands,
except per share)
Net income $ 1,041 $ 1,448
======= =======
Average number of common shares
outstanding 3,791 4,389
Adjustment to exclude average
unallocated common shares in ESOP (654) (686)
Adjustment for assumed conversion
of stock options 215 49
------- -------
Average number of common shares 3,352 3,752
per common share ======= =======
Earning per common share $ .31 $ .39
======= =======
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000766041
<NAME> CENTRAL SPRINKLER CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 3,605
<SECURITIES> 10,607
<RECEIVABLES> 34,476
<ALLOWANCES> 3,945
<INVENTORY> 38,849
<CURRENT-ASSETS> 89,335
<PP&E> 48,294
<DEPRECIATION> 16,505
<TOTAL-ASSETS> 125,335
<CURRENT-LIABILITIES> 45,850
<BONDS> 26,420
0
0
<COMMON> 55
<OTHER-SE> 50,859
<TOTAL-LIABILITY-AND-EQUITY> 125,335
<SALES> 40,750
<TOTAL-REVENUES> 40,750
<CGS> 28,469
<TOTAL-COSTS> 28,469
<OTHER-EXPENSES> 10,053
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 545
<INCOME-PRETAX> 1,683
<INCOME-TAX> 642
<INCOME-CONTINUING> 1,041
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,041
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
