<PAGE 1>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 March 31, 1995 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 1-9386
----------------------------------------
NYCOR, INC.
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2748564
-------- ---------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
287 CHILDS ROAD, BASKING RIDGE, NEW JERSEY 07920
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (908) 953-8200
--------------
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
------- -------
The registrant has outstanding 2,799,594 shares of Common Stock,
4,051,375 shares of Class A Stock, and 714,100 shares of Class B
Stock (which is immediately convertible into Common Stock on a
share-for-share basis) as of May 6, 1995.
<PAGE 2>
NYCOR, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Statements of Operations 3
Consolidated Balance Sheets 4-5
Consolidated Statements of Cash Flows 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 11
<PAGE 3>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
NYCOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share date)
(unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
March 31
1995 1994
<S> <C> <C>
Revenues:
Net Sales $21,036 $21,457
COGS 19,378 18,069
Selling, general and
administrative expense 2,527 2,084
-------- -------
Income (loss)before income taxes (869) 1,304
Federal and state income taxes 30 77
-------- -------
Net (loss) income ($899) 1,227
======== =======
Primary earnings per share:
Earnings (loss) per share ($0.18) $0.10
======== =======
Dividends per share declared:
Preferred Stock $0.425 $0.850
</TABLE>
<PAGE 4>
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------- -------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash $2,579 $1,981
Accounts receivable (less allowance
of $389 at March 31, 1995 and 1,721 1,353
$409 at December 31, 1994)
Accounts receivable from
Fedders Corporation 5,781 5,970
Inventories:
Finished goods 1,202 897
Work in process 3,807 4,660
Raw materials and supplies 4,673 5,188
Other current assets 2,083 820
-------- --------
Total current assets 21,846 20,869
Property, plant and equipment:
Land 2,664 2,664
Buildings and improvements 7,967 7,951
Machinery & equipment 20,218 19,622
-------- --------
30,849 30,237
Less accumulated depreciation (7,162) (6,383)
-------- ---------
Net property, plant and equipment 23,687 23,854
Goodwill 41,964 42,240
Other assets 1,910 2,031
-------- ---------
Total assets $89,407 $88,994
======== =========
</TABLE>
<PAGE 5>
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------- -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities :
Accounts payable $5,384 $4,364
Accrued expenses 5,860 5,164
Current portion of long-term debt 10 10
Other current liabilities 79 71
-------- --------
Total current liabilities 11,333 9,609
Long-term debt 21 23
Non-current portion of warranty expense 698 616
Stockholders' equity:
Preferred Stock, $1 par value,
5,000,000 shares authorized,
1,150,000 shares issued and
outstanding at March 31, 1995
and December 31, 1994 1,150 1,150
Common stock, $1 par value,
115,000,000 shares authorized,
and 2,882,155 shares issued as of
March 31, 1995 and
December 31, 1994 2,882 2,882
Class A stock, $1 par value,
100,000,000 shares authorized,
4,229,971 shares issued as of
March 31, 1995 and
December 31, 1994 4,230 4,230
Class B stock, $1 par value,
7,500,000 shares authorized,
714,100 shares issued and
outstanding as of March 31, 1995
and December 31, 1994 714 714
Additional paid-in capital 37,779 37,779
Retained earnings from
January 1, 1988 31,753 33,144
Less-treasury stock at cost:
82,561 shares of Common
Stock; 178,596 shares of
Class A Stock (1,153) (1,153)
-------- --------
Total stockholders' equity 77,355 78,746
-------- --------
Total liabilities and
stockholders' equity $89,407 $88,994
======== ========
</TABLE>
<PAGE 6>
NYCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
March 31,
1995 1994
------ -------
<S> <C> <C>
Cash flows from operations:
Net income (loss) ($ 899) $ 1,227
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 778 632
Amortization 400 451
Increase in accounts receivable ( 179) (5,045)
Decrease (increase) in inventories 1,063 (1,439)
Increase in other current assets (1,263) (92)
Increase in other assets (3) -
Increase in accounts payable 1,020 2,081
Increase in accrued expenses and
taxes payable 784 1,125
-------- --------
Net cash provided by (used in)
operations 1,701 (1,060)
-------- --------
Cash flows from investing activities:
Proceeds from sale of equipment - 500
Additions to property, plant and
equipment (612) (498)
-------- --------
Net cash provided by (used in)
investing activities (612) 2
-------- --------
Cash flows from financing activities:
Dividends paid (489) (978)
Proceeds from sale of stock - 100
Payments on capital lease (2) (4)
Increase (decrease) in short-term borrowing - 1,850
-------- --------
Net cash provided by (used in)
financing activities (491) 968
-------- --------
Net increase (decrease) in cash and
cash equivalents 598 (90)
Cash and cash equivalents, beginning
of period 1,981 1,336
-------- --------
Cash and cash equivalents, end of period $2,579 $1,246
======== ========
Supplemental disclosure:
Interest paid $8 $9
</TABLE>
<PAGE 7>
NYCOR, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(a) Statement of information furnished
The accompanying unaudited consolidated financial
statements have been prepared in accordance with Form 10-Q
instructions and in the opinion of management contain all
adjustments (consisting of normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1995,
the results of operations for the three months ended March 31,
1995 and 1994, and the cash flows for the three months ended
March 31, 1995 and 1994.
(b) Earnings per share
Primary earnings per share are computed by dividing net
income less Preferred Stock dividends (declared or cumulating) by
the weighted average number of shares of Common Stock, Class A
Stock, Class B Stock and other common stock equivalents
outstanding: 7,583,000 and 7,589,000 in the first quarter of 1995
and 1994, respectively. Fully diluted earnings per share are
computed by dividing net income by the weighted average number of
shares of Common Stock, Class A Stock, Class B Stock and other
common stock equivalents (assuming conversion of Preferred Stock)
outstanding during the year: 10,133,000 and 10,142,000 in the
first quarter of 1995 and 1994, respectively. (See Exhibit 11)
<PAGE 8>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have influenced the Company's financial
position and operating results during the periods included in the
accompanying consolidated financial statements.
BACKGROUND
Until September 1992, NYCOR, Inc. (the "Company"), had been
solely engaged in a search for businesses to acquire. On
September 25, 1992, the Company acquired Melcor Corporation
("Melcor"), a manufacturer of solid state thermoelectric heat
pump modules, which are used for special cooling and heating
applications. On September 28, 1992, the Company acquired
Rotorex Company, Inc. ("Rotorex"), which manufactures rotary
compressors for room air conditioners.
RESULTS OF OPERATIONS
Net sales of $21.0 million for the quarter ended March 31, 1995
was $0.4 million lower than in the same period of 1994,
reflecting lower sales of rotary compressors. Sales of
thermoelectric heating and cooling modules remained essentially
the same.
Gross profit for the quarter ended March 31, 1995 compared to the
quarter ended March 31, 1994 decreased from $3.4 million to $1.7
million. The decrease gross profit is largely attributable to
continuing inefficiencies at the Company's rotary compressor
operations. The manufacturing inefficiencies at Rotorex are
expected to continue until investments being made at the Rotorex
facility are completed and the related equipment and systems are
fully operational. It is anticipated that substantially all of
the planned investments will be completed by the end of the third
quarter.
Selling, general and administrative expenses for the quarter
ended March 31, 1995 amounted to $2.5 million compared to $2.1
million for the quarter ended March 31, 1994. The increase is
primarily attributable to increased research and developmental
cost and international sales expense. The net loss amounted to
$0.9 million for the quarter ended March 31, 1995 compared to
$1.2 million net income in the same period of 1994.
<PAGE 9>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital is $10.5 million at March 31, 1995,
compared to $11.3 million at December 31, 1994. In April 1995,
the Company renewed a $3,000,000 working capital line credit
facility with a commercial bank that expires April 30, 1996. In
connection with the working capital line of credit, the Company
received a separate line of credit of $1,000,000 for issuance of
documentary letters of credit that expires April 30, 1996. The
interest rate on the credit facilities is one percentage point
over the prime rate. There is currently no borrowing outstanding
under the line. Management believes that the Company's earning
and borrowing capacity are sufficient to meet the needs of its
operations and long-term requirements.
<PAGE 10>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit
(10) Modification Agreement No. 3 to Loan Agreement dated
April 28, 1995 among NYCOR, Inc., NYCOR North
America, Inc., and Rotorex Company, Inc. and National
Westminster Bank NJ
(11) Statement re computation of per share earnings
b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for
which this report is filed
<PAGE 11>
SIGNATURE
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.
NYCOR, INC.
<TABLE>
<S> <C>
By /s/ Kent E. Hansen
--------------
Vice President-Finance
and General Counsel
Date May 12, 1995 Signing both in his
--------------- capacity as Vice President
on behalf of the Registrant
and as Chief Financial
Officer of the Registrant
</TABLE>
MODIFICATION AGREEMENT NO. 3
This Modification Agreement No. 3 made and dated as of the
28th day of April, 1995 (the "Agreement"), by and among:
NATWEST BANK N.A. (formerly known as NATIONAL WESTMINSTER
BANK NJ), a national banking association organized and existing
under the laws of the United States Of America (the "Lender");
and
NYCOR, INC., a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware
("NYCOR"); and
NYCOR NORTH AMERICA, INC., a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware ("North America"); and
MELCOR CORP. (formerly known as MATERIALS ELECTRONIC
PRODUCTS CORPORATION), a corporation duly organized, validly
existing and in good standing under the laws of the State of New
Jersey ("MEP"); and
ROTOREX COMPANY, INC., a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware ("Rotorex") (hereinafter NYCOR, North America, MEP and
Rotorex shall be collectively referred to as the "Credit Parties"
and individually referred to as a "Credit Party"); and
Each Guarantor set forth on the signature page hereof (the
"Guarantors").
WHEREAS, the Lender extended a $3,000,000 discretionary line
of credit to the Credit Parties on April 23, 1993 pursuant to a
certain loan agreement by and among the Lender and the Credit
Parties (as amended by a Modification Agreement ("Modification
Agreement No. 1") dated as of April 29, 1994, and by a
Modification Agreement ("Modification Agreement No. 2") dated
June 10, 1994, the "Loan Agreement"); and
WHEREAS. the Lender has agreed to extend another
discretionary line of credit in favor of the Credit Parties for
letters of credit subject to the terms and conditions thereof;
and
WHEREAS, the Lender and the Credit Parties now desire to
further modify the Loan Agreement and the Loan Documents, as
defined therein;
NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
(1) Any word not otherwise defined herein shall have the
meaning ascribed to such term in the Loan Agreement.
(2) The Loan Agreement is hereby amended as follows:
(a) The definition of "Line Sub-Limit" is hereby
deleted.
(b) The definition of "Note" is hereby deemed to refer
to the Discretionary Line Note executed and
delivered by the Credit Parties in connection with
this Agreement.
(c) Section 2.01 is hereby deleted in its entirety and
replaced with the following:
"Section 2.01. LINE OF CREDIT. Subject to the
terms and conditions of this Loan Agreement the
Bank hereby extends and makes available to the
Credit Parties a discretionary line of credit in
the maximum principal amount of $3,000,000 (such
line of credit, the "Line"). The Line shall be
available in its entirety only for cash advances
to the Credit Parties ("Advances") (all Advances
under the Line are referred to herein as
"Extensions of Credit"). An Extension of Credit
shall reduce the available Line in a Dollar amount
equal to the Dollar amount of such Extension of
Credit. The Line will not be made available for
letters of credit.
THE LINE MAY BE REDUCED OR REVOKED BY THE BANK AT
ITS DISCRETION AND SOLE OPTION AT ANY TIME OR FROM
TIME TO TIME FOR ANY REASON OR FOR NO REASON. THE
BANK, IN ITS SOLE DISCRETION AND WHETHER OR NOT
ANY EVENT OF DEFAULT SHALL HAVE OCCURRED, MAY MAKE
OR REFUSE TO MAKE ANY EXTENSION OF CREDIT
REQUESTED BY THE CREDIT PARTIES UNDER THE LINE".
(d) Section 2.07 is hereby deleted in its entirety and
replaced with the following:
"2.07 PRINCIPAL AND INTEREST PAYMENT DATES. The
aggregate principal amount of all Extensions of
Credit under the Line shall be due and payable on
the maturity date of the then current Note;
provided, however that if (i) on or before the
10th day prior to the maturity date of the then
current Note, the Bank notifies NYCOR on behalf of
the Credit Parties that the maturity date of the
then current Note will be extended for another 90
days, and (ii) each of the Credit Parties executes
and delivers a new Note evidencing such extension
to the Bank on or before the fifth day prior to
such maturity date, then such maturity date will
be so extended for the term of the new Note (i.e.,
90 days). The Credit Parties hereby acknowledge
that any such extension is expressly conditioned
upon the execution and delivery by each of the
Credit Parties of a new Note reflecting the
extension on or before the fifth day preceding the
maturity date of the then current Note.
Notwithstanding the foregoing, under no
circumstances will the Bank extend the maturity
date of any Note to a date later than May 1, 1996
on which date all outstanding principal,
interest and other sums accrued under this Loan
Agreement shall be due and payable. If the Bank
does not notify NYCOR on behalf of the Credit
Parties of its intention to extend the maturity
date of the then current Note on or before the
10th day prior to the maturity date of the then
current Note, all interest, principal and other
sums accruing under the Loan Agreement shall be
due and payable on the maturity date of the then
current Note. Interest on all outstanding
Advances shall be due and payable on the last day
of each month commencing April 30, 1993".
(e) Section 3.06 is hereby amended by inserting " and
December 31, 1994" into the fourth line thereof
immediately after "December 31, 1993".
(f) Section 7.01 is hereby amended by removing the "."
at the end of Section 7.01(p) and adding "; or "
in its place. And by adding a new Section 7.01(q)
to read as follows:
"(q) if a default by any of the Credit Parties of
any obligation under any letter of credit
application or reimbursement agreement between or
among any of the Credit Parties and the Bank which
now or hereafter exists."
(g) All terms and conditions of the Loan Agreement not
expressly modified herein shall remain in full
force and effect.
(3) The Loan Documents are hereby amended as follows:
(a) All references in the Loan Documents to any other
Loan Document are hereby amended to include such
Loan Documents as modified hereby.
(b) Each Pledge of Stock Agreement is hereby modified
by inserting the following before the ";" in
Section 2(i) of each document:
"and all obligations of the Borrowers under and
pursuant to letter of credit applications and
reimbursement agreements to and in favor of the
Lender and all fees and expenses associated
therewith, including without limitation, the
repayment of any amounts paid by Lender in the
honor of a draft presented under a letter of
credit issued by the Lender for any of the
Borrowers".
(c) Each Security Agreement is hereby amended by
adding the following to the end of the definition
of "Obligation" contained in each Security
Agreement:
"and all obligations of any of the Borrowers under
and pursuant to letter of credit applications and
reimbursement agreements to and in favor of the
Lender and all fees and expenses associated
therewith, including without limitation, the
repayment of any amounts paid by Lender in the
honor of a draft presented under a letter of
credit issued by the Lender for any of the
Borrowers".
(d) The Guaranty is hereby amended by adding the
following language prior to the "." at the end of
the first full paragraph on page 3 thereof:
"including without limitation all obligations of
the Borrowers under the Loan Agreement and the
Loan Documents and all obligations of any of the
Borrowers under and pursuant to letter of credit
applications and reimbursement agreements to and
in favor of the Lender and all fees and expenses
associated therewith, including without
limitation, the repayment of any amounts paid by
Lender in the honor of a draft presented under a
letter of credit issued by the Lender for any of
the Borrowers".
(e) All terms and conditions of the Loan Document not
expressly modified herein shall remain in full
force and effect.
(4) The Subordination Agreement is hereby amended as
follows:
(a) The definition of "Loan" is expanded to include
the indebtedness currently described therein plus
"all obligations of any of the Borrowers under and
pursuant to letter of credit applications and
reimbursement agreements and all fees and expenses
associated therewith, including without
limitation, the repayment of any amounts paid by
Lender in the honor of a draft presented under a
letter of credit issued by the Lender for any of
the Borrowers".
(b) All references in the Subordination Agreement to
the Loan Documents shall mean the Loan Documents
as modified hereby.
(c) All terms and conditions of the Subordination
Agreement not expressly modified herein shall
remain in full force and effect.
(5) REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) To
induce Lender to enter into this Agreement, each Credit Party and
each Guarantor jointly and severally represent, warrant and
covenant to the Lender as of the date hereof that:
(i) The execution and delivery of this Agreement
and any of the documents executed and delivered in
connection herewith does not violate (a) any provision
of any Credit Party's or any Guarantor's Certificate
(or Articles) of Incorporation, as amended, or by-laws,
or any other operative organic documents, or (b) any
agreement or undertaking to which any Credit Party or
any Guarantor is a party or to which any of them is
bound in any fashion.
(ii) This Agreement is legal, valid and binding on
each Credit Party and each Guarantor and is enforceable
in accordance with its terms against each Credit Party
and each Guarantor.
(iii) Each Credit Party and each Guarantor has taken
all action required by law to validate and make this
Agreement enforceable.
(iv) There are no actions, suits or proceedings
pending, or threatened, against any Credit Party or any
Guarantor or any of their respective properties, except
as disclosed under the Loan Agreement, and none of them
are in default with respect to any order, writ,
injunction, decree or demand of any court or any
Governmental Authority.
(b) Each Credit Party does hereby reaffirm all its
representations, warranties and covenants as set forth in the
Loan Agreement and all of the Loan Documents to which it is a
party, as of April 23, 1993 and as of the date hereof, as if set
forth herein at length.
(c) Each Guarantor does hereby reaffirm all its
respective representations, warranties and covenants as set forth
in the Loan Documents to which they are a party as of April 23,
1993 and as of the date hereof, as if set forth herein at length.
(6) EVENT OF DEFAULT. Each Credit Party and each
Guarantor jointly and severally represent and warrant that there
exists no condition which at present constitutes, or with the
passage of time and the giving of notice would constitute, an
Event of Default as defined in the Loan Agreement, the Note or
any other Loan Document. Each Credit Party and each Guarantor
hereby acknowledges that any material misrepresentation contained
herein shall constitute any Event of Default as defined in the
Loan Agreement.
(7) FURTHER ASSURANCE. Each Credit Party and each
Guarantor will execute such additional documents as may be
reasonably requested by the Lender to reflect the terms and
conditions of this Agreement and will cause to be delivered such
certificates, legal opinions and other documents as are
reasonably required by the Lender. In addition, the Credit
Parties will pay all costs and expenses in connection with the
preparation, execution and delivery of the documents executed in
connection with this transaction, including, without limitation,
the reasonable fees and out-of-pocket expenses of special counsel
to the Lender as well as any and all filing and recording fees
and stamp and other taxes with respect thereto and to save the
Lender harmless from any and all such costs, expenses and
liabilities.
(8) RELEASE. TO INDUCE LENDER TO ENTER INTO THIS
AGREEMENT, BORROWER AND GUARANTOR HEREBY RELEASE, ACQUIT AND
FOREVER DISCHARGE LENDER, AND THE OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER FROM ALL LIABILITIES,
CLAIMS, DEMAND, ACTIONS OR CAUSES OF ACTIONS OF ANY KIND (IF
THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN THAT IT NOW
HAS OR EVER HAD AGAINST LENDER ARISING UNDER OR IN CONNECTION
WITH ANY OF THE LOAN DOCUMENTS OR OTHERWISE.
(9) NO WAIVER. Except as otherwise expressly provided in
is Agreement, nothing herein shall be deemed to amend or modify
any provision of the Loan Agreement or any of the other Loan
Documents, each of which shall remain in full force and effect.
This Agreement is not intended to be, nor shall it be construed
to create, a novation or accord and satisfaction, and the Loan
Agreement, as herein modified, shall continue in full force and
effect. Notwithstanding any prior mutual temporary disregard of
any of the terms of any of the Loan Documents, the parties agree
that the terms of each of the Loan Documents shall be strictly
adhered to on and after the date hereof.
(10) FEES AND EXPENSES. The Borrowers, jointly and
severally, agree to pay the following fees and expenses
associated with this Agreement upon the execution and delivery
hereof:
(A) Lender's arrangement fee of $10,000;
(B) UCC-3 financing statement recording fees to the
State of Maryland in the amount of $1,417.50; and
(C) Lender's counsel fees and expenses of $1,500.
(11) JURY TRIAL. THE PARTIES HERETO EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
(12) COUNTERPARTS. Delivery of an executed counterpart of
the signature page hereof by telecopier shall be effective as
delivery of a manually executed counterpart of this Agreement.
(13) EFFECTIVENESS. This Agreement shall not become
effective until counterparts hereof shall have been executed and
delivered by each party hereto.
(14) GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New
Jersey.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals below.
CREDIT PARTIES
--------------
NYCOR, INC.
By: /s/ Kent E. Hansen
--------------------------------
Kent E. Hansen, Vice President
NYCOR NORTH AMERICA, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
MELCOR CORPORATION (F/K/A
MATERIALS ELECTRONIC PRODUCTS
CORPORATION)
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
ROTOREX COMPANY, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
GUARANTORS
----------
MELCOR INTERNATIONAL SALES
CORPORATION
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
MELCOR INTERNATIONAL SALES, INC.
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
ROTOREX INTERNATIONAL, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
ROTOREX TECHNOLOGIES, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
LENDER
------
NATIONAL WESTMINSTER BANK NJ
By: /s/ Keith Stinchcomb
-------------------------------
Keith Stinchcomb, Vice President
Exhibit 11
NYCOR, INC.
EARNINGS PER SHARE COMPUTATIONS
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
First Quarter Ended
March 31,
1995 1994
<S> <C> <C>
PRIMARY:
Average number of common and common
equivalent shares outstanding 7,580 7,589
======== =======
Net income (loss) less preferred
stock dividends ($1,388) $ 738
======== =======
Net income (loss) per common share ($0.18) $0.10
======== =======
FULLY DILUTED:
Average number of common and common
equivalent shares outstanding 7,580 7,589
Additional average number of common
shares assuming conversion of the
preferred stock 2,553 2,553
-------- -------
Average number of common and common
equivalent shares outstanding assuming
conversion of the preferred stock
10,133 10,142
======== =======
Net income (loss) ($899) $1,227
======== =======
Net income (loss) per common share ($0.09) $0.12
======== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27 should be read in conjunction with the Financial Statements filed
Form 10-Q.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 2,579
<SECURITIES> 0
<RECEIVABLES> 7,891
<ALLOWANCES> 389
<INVENTORY> 9,682
<CURRENT-ASSETS> 21,846
<PP&E> 30,849
<DEPRECIATION> 7,162
<TOTAL-ASSETS> 89,407
<CURRENT-LIABILITIES> 11,333
<BONDS> 0
<COMMON> 7,826
0
1,150
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 89,407
<SALES> 21,036
<TOTAL-REVENUES> 21,036
<CGS> 19,378
<TOTAL-COSTS> 21,905
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (879)
<INCOME-TAX> 30
<INCOME-CONTINUING> (899)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (899)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.09)
</TABLE>
