<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 Quarter Ended March 31, 1995
Commission File Number 0-15582
MINUTEMAN INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT, AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-2262931
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(State or other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
111 SOUTH ROHLWING ROAD ADDISON, IL 60101
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code: (708) 627-6900
No Change
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(Former Name, Address, or Fiscal Year, if Changed Since Last
Reports)
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, and
(2) has been subject to such filing requirements for the past 90 days.
Yes XXXX No
-------------------- --------------------
On March 31, 1995, there were 3,568,385 shares of the Registrant's Common Stock
outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 and DECEMBER 31, 1994
(in thousands of dollars)
<TABLE>
<CAPTION>
------------------------------------------------------
Unaudited Audited
3/31/95 12/31/94
ASSETS
--------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash & cash equivalents . . . . . . . . . . . . $558 $ 655
Short-term investments . . . . . . . . . . . . . 575 2,520
Accounts receivable, less allowances of
$452 in 1995 and $400 in 1994 . . . . . . . 8,866 6,577
Due from affiliates . . . . . . . . . . . . . . 475 407
Inventories (Note 3) . . . . . . . . . . . . . . 11,747 9,686
Prepaid expenses . . . . . . . . . . . . . . . . 153 142
Deferred income taxes . . . . . . . . . . . . . 405 405
----------- -----------
Total Current Assets . . . . . . . . . . 22,779 20,392
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, at cost . . . . . . . . 14,730 14,457
Accumulated depreciation . . . . . . . . . . . . . . . 7,397 7,036
--------- -------
Net property, plant and equipment . . . 7,333 7,421
--------- ---------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . 250 254
----------- -----------
$30,362 $28,067
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . $2,505 $ 1,049
Accrued expenses . . . . . . . . . . . . . . . . 1,982 1,998
Income taxes payable . . . . . . . . . . . . . . 584 138
---------- ------------
Total Current Liabilities . . . . . . . . . 5,071 3,185
--------- -----------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . 183 183
--------- -----------
SHAREHOLDERS' EQUITY
Common stock, no-par value
Authorized shares - 10,000,000
Issued and outstanding shares -
3,568,385 in 1995 and 1994 . . . . . . . . . 6,396 6,396
Retained earnings . . . . . . . . . . . . . . . 18,861 18,454
Currency translation adjustments . . . . . . . . (149) (151)
----------- ------------
25,108 24,699
----------- ------------
$30,362 $28,067
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 3
MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars - unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------
3/31/95 3/31/94
------------ ------------
<S> <C> <C>
NET SALES . . . . . . . . . . . . . . . . . . $11,869 $10,269
COST OF SALES . . . . . . . . . . . . . . . . 8,062 6,761
-------- --------
Gross Profit . . . . . . . . . . . . 3,807 3,508
-------- --------
OPERATING EXPENSES:
Selling . . . . . . . . . . . . . . . . 2,089 1,825
General and administrative . . . . . . . 485 529
--------- ---------
Total operating expenses . . . . . . 2,574 2,354
-------- --------
Income from operations . . . . . . . . . 1,233 1,154
-------- --------
OTHER INCOME (EXPENSE)
Interest income . . . . . . . . . . . . 25 20
Other income (expense), net . . . . . . (2) 69
---------- --------
Total other income (expense) . . . 23 89
--------- --------
Income before income taxes . . . . . . . 1,256 1,243
PROVISION FOR INCOME TAXES . . . . . . . . . 492 498
--------- --------
NET INCOME . . . . . . . . . . . . . . . . . $ 764 $ 745
======== ========
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING . . . . . . . . . . . . . . . 3,568,385 3,568,385
========= =========
EARNINGS PER SHARE . . . . . . . . . . . . . $ 0.21 $ 0.21
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 4
MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars-unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------
3/31/95 3/31/94
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 764 $ 745
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization . . . . . . . . . . . 365 330
Other . . . . . . . . . . . . . . . . . . . . . . . 2 (44)
Cash provided (used) due to changes in
operating assets and liabilities:
Accounts receivable and due from affiliates . . (2,357) (1,822)
Inventories . . . . . . . . . . . . . . . . . . (2,061) (1,397)
Prepaid expenses and refundable income taxes . . (11) 34
Accounts payable, accrued expenses and
income taxes payable . . . . . . . . . . . . . 1,886 1,639
--------- ---------
NET CASH USED BY OPERATIONS . . . . . . . . . . (1,412) (515)
--------- ---------
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net . . . . (273) (636)
Purchases of short-term investments . . . . . . . . . . (100) (198)
Maturities of short-term investments . . . . . . . . . . 2,045 904
--------- ---------
CASH PROVIDED BY INVESTING ACTIVITIES . . . . . 1,672 70
--------- ---------
FINANCING ACTIVITIES
Dividends paid . . . . . . . . . . . . . . . . . . . . . (357) (285)
--------- ---------
CASH USED BY FINANCING ACTIVITIES . . . . . . . (357) (285)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS . . . . . (97) (730)
Cash and cash equivalents at beginning of period . . . . . . 655 1,078
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . $ 558 $ 348
======== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 5
MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(1) THE CONDENSED CONSOLIDATED BALANCE SHEETS, AS OF MARCH 31, 1995 AND
DECEMBER 31, 1994, AND THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
CASH FLOWS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994, IN
THE OPINION OF THE COMPANY, REFLECT ALL ADJUSTMENTS (WHICH, EXCEPT AS NOTED
BELOW, INCLUDE ONLY NORMAL RECURRING ADJUSTMENTS) NECESSARY TO PRESENT
FAIRLY THE FINANCIAL POSITION, THE RESULTS OF OPERATIONS AND CASH FLOWS, AS
OF AND FOR THE PERIODS THEN ENDED. 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 S.E.C. RULES AND REGULATIONS, ALTHOUGH
THE COMPANY BELIEVES THAT THE DISCLOSURES ARE ADEQUATE TO MAKE THE
INFORMATION PRESENTED NOT MISLEADING. IT IS SUGGESTED THAT THESE CONDENSED
FINANCIAL STATEMENTS BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND THE NOTES, THERETO, INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K, FOR THE YEAR-ENDED DECEMBER 31, 1994.
(2) THE RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995
AND 1994 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR
THE FULL YEAR.
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<PAGE> 6
MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(3) IT IS THE COMPANY'S POLICY TO TAKE AN ANNUAL PHYSICAL INVENTORY, IN
CONJUNCTION WITH THE PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS. AT
TIMES, OTHER THAN YEAR-END, IT IS NECESSARY TO ESTIMATE THE BREAKDOWN OF
RAW MATERIALS, WORK-IN-PROCESS, AND FINISHED GOODS INVENTORIES. THE
ESTIMATE FOR THE PERIOD ENDED MARCH 31, 1995, AND THE COMPONENTS OF THE
DECEMBER 31, 1994 INVENTORIES, BASED ON THE PHYSICAL COUNT, BOTH PRIMARILY
ON A LIFO BASIS, WERE AS FOLLOWS:
<TABLE>
<CAPTION>
3-31-95 12-31-94
(000'S) (000'S)
------- -------
<S> <C> <C>
FINISHED GOODS $4,350 $3,684
WORK IN PROCESS 7,715 6,362
RAW MATERIALS 1,963 1,521
--------- ---------
$14,028 $11,567
LESS LIFO RESERVE (2,281) (1,881)
------- -------
TOTAL AT LIFO COST $11,747 $ 9,686
======= =======
</TABLE>
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<PAGE> 7
MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1995
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION:
THE COMPANY HAD WORKING CAPITAL OF $17.7 MILLION AT MARCH 31, 1995 AND $17.2
MILLION AT DECEMBER 31, 1994. THIS REPRESENTS A CURRENT RATIO OF 4.5 AND 6.4
FOR THESE PERIODS, RESPECTIVELY.
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS REPRESENTED 6.4% AND 18.5%
OF THIS WORKING CAPITAL AT MARCH 31, 1995 AND DECEMBER 31, 1994 WHICH, WHEN NOT
IN USE, IS INVESTED IN BANK CERTIFICATES OF DEPOSIT, EURO DOLLAR CERTIFICATE
INVESTMENTS, AND A MANAGED PORTFOLIO OF HIGH QUALITY VARIABLE RATE NOTES AND
TAX-EXEMPT SEVEN DAY BONDS. THIS DECREASE IS DUE PRIMARILY TO SIGNIFICANTLY
HIGHER SALES DURING MARCH OF 1995 CAUSING HIGHER RECEIVABLES AND THE USE OF
CASH TO PURCHASE INVENTORIES RELATED PRIMARILY TO NEW PRODUCT INTRODUCTIONS.
THE COMPANY HAD SHAREHOLDERS' EQUITY OF $25.1 MILLION AT MARCH 31, 1995 AND
$24.7 MILLION AT DECEMBER 31, 1994 WHICH, WHEN COMPARED TO TOTAL LIABILITIES,
REPRESENTED AN EQUITY TO LIABILITY RATIO OF 4.8 AND 7.3, RESPECTIVELY.
THE COMPANY HAS NO DEBT, MORE THAN SUFFICIENT CAPITAL RESOURCES, AND IS IN A
STRONG FINANCIAL POSITION TO MEET ALL BUSINESS AND LIQUIDITY NEEDS AS THEY
ARISE. THE COMPANY FORESEES NO UNUSUAL FUTURE EVENTS THAT WILL MATERIALLY
CHANGE THE AFOREMENTIONED SUMMARIZATION.
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<PAGE> 8
MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
MARCH 31, 1995
RESULTS OF OPERATIONS:
NET SALES WERE $11,869,000 FOR THE THREE MONTHS ENDED MARCH 31, 1995, COMPARED
WITH $10,269,000 FOR THE SAME PERIOD OF LAST YEAR. DURING THE FIRST QUARTER
COMPETITIVE PRESSURES FORCED DOWNWARD PRICE ADJUSTMENTS ON SOME OF OUR PRODUCT
LINES, BUT INCREASED VOLUME RELATED TO THESE AND NEW PRODUCT INTRODUCTIONS MORE
THAN OFFSET THIS DECREASE TO ACCOUNT FOR OUR 15.6% NET SALES INCREASE OVER THE
PRIOR YEAR.
THE EFFECTS OF THIS DOWNWARD PRICE ADJUSTMENT AND CONTINUED PRICE INCREASES ON
RAW MATERIALS ADVERSELY AFFECTED GROSS PROFIT BUT WERE MORE THAN OFFSET BY
HIGHER VOLUME RESULTING IN GROSS PROFITS INCREASING $299,000 FOR THE 1995 FIRST
QUARTER AS COMPARED WITH LAST YEAR.
OPERATING EXPENSES WERE $2,574,000 FOR THE FIRST QUARTER ENDED MARCH 31, 1995,
AS COMPARED TO $2,354,000 FOR THE FIRST QUARTER, 1994. THIS 9.3% INCREASE WAS
DUE TO HIGHER PERSONNEL AND BENEFIT EXPENSES.
NET INTEREST INCOME WAS $25,000 FOR THE FIRST QUARTER ENDED 1995, AS COMPARED
WITH $20,000 FOR THE COMPARABLE PERIOD OF 1994. THIS INCREASE IS ATTRIBUTABLE
TO HIGHER INTEREST YIELDS. OTHER EXPENSE WAS $2,000 FOR THE FIRST QUARTER OF
1995 COMPARED TO OTHER INCOME OF $69,000 FOR THE FIRST QUARTER OF 1994.
INCLUDED IN 1994 INCOME WAS THE SUCCESSFUL SETTLEMENT OF PATENT INFRINGEMENT
LITIGATION.
NET INCOME FOR THE FIRST QUARTER ENDED MARCH 31, 1995, INCREASED 2.6% TO
$764,000, OR 21 CENTS PER SHARE, UP FROM $745,000, ALSO 21 CENTS PER SHARE IN
THE FIRST QUARTER, 1994.
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<PAGE> 9
MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION
MARCH 31, 1995
(4) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
NO MATTERS WERE SUBMITTED TO VOTE OF SECURITY HOLDERS DURING THE QUARTER
ENDED MARCH 31, 1995.
ITEM 6(B):
A FORM 8-K WAS NOT FILED FOR THE QUARTER ENDED MARCH 31, 1995.
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.
MINUTEMAN INTERNATIONAL, INC.
________________________________ _______________________
JEROME E. RAU DATE
PRESIDENT AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
________________________________ ________________________
THOMAS J. NOLAN DATE
CHIEF FINANCIAL OFFICER,
SECRETARY & TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
- 8 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 558
<SECURITIES> 575
<RECEIVABLES> 8,866
<ALLOWANCES> 452
<INVENTORY> 11,747
<CURRENT-ASSETS> 22,779
<PP&E> 14,730
<DEPRECIATION> 7,397
<TOTAL-ASSETS> 30,362
<CURRENT-LIABILITIES> 5,071
<BONDS> 0
<COMMON> 6,396
0
0
<OTHER-SE> 18,712
<TOTAL-LIABILITY-AND-EQUITY> 30,362
<SALES> 11,869
<TOTAL-REVENUES> 11,869
<CGS> 8,062
<TOTAL-COSTS> 8,062
<OTHER-EXPENSES> 2,574
<LOSS-PROVISION> 50
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,256
<INCOME-TAX> 492
<INCOME-CONTINUING> 764
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 764
<EPS-PRIMARY> .21
<EPS-DILUTED> 0
</TABLE>
