SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended September 30, 1995 Commission File Number 33-24317
JORDAN INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Illinois 36-3598114
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
ArborLake Centre, Suite 550 60015
1751 Lake Cook Road, (Zip Code)
Deerfield, Illinois
(Address of Principal Executive Offices)
Registrant's telephone number, including Area Code:
(708) 945-5591
Former name, former address and former fiscal year, if changed since last
report: Not applicable.
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 twelve (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 ninety (90) days.
Yes X No
The aggregate market value of voting stock held by non-affiliates of the
Registrant is non determinable as such shares were privately placed and there
is currently no public market for such shares.
The number of shares outstanding of Registrant's Common Stock as of
November 14, 1995: 93,501.0004
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PAGE 2
FORM 10-Q QUARTERLY REPORT
JORDAN INDUSTRIES, INC.
INDEX
Part I. Page No.
Financial Information
Condensed Consolidated Balance Sheets
at September 30, 1995 and December 31, 1994 3
Condensed Consolidated Statements of Operations
for the Third Quarter and Nine Months Ended
September 30, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 1995
and 1994 5 - 6
Notes to Condensed Consolidated Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Part II.
Other Information 14
Signatures 15
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PAGE 3
JORDAN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
September 30, December 31,
1995 1994
ASSETS
Current Assets:
Cash and cash equivalents $ 14,093 $ 56,386
Accounts receivable - net 73,040 57,589
Inventories 102,541 76,157
Prepaid expenses and other current
assets 8,254 7,053
Total Current Assets 197,928 197,185
Property, plant and equipment - net 79,469 70,403
Notes receivable from affiliates 23,973 7,941
Goodwill - net 183,804 88,345
Other assets 39,521 35,571
Total Assets $524,695 $399,445
LIABILITIES AND NET CAPITAL DEFICIENCY
Current Liabilities:
Notes payable - lines of credit $ 28,715 $ 0
Accounts payable 39,770 42,225
Accrued liabilities 18,259 27,670
Advance deposits 1,769 1,999
Current portion of long-term debt 4,683 1,896
Total Current Liabilities 93,196 73,790
Long-term debt 493,942 380,966
Other non-current liabilities 2,271 2,048
Deferred income taxes 4,090 4,478
Minority interest and other 1,636 5,030
Net Capital Deficiency:
Common stock 1 1
Additional paid-in capital 2,972 2,972
Accumulated deficit (73,413) (69,840)
Total Net Capital Deficiency (70,440) (66,867)
Total Liabilities and Net
Capital Deficiency $524,695 $399,445
See accompanying notes to condensed consolidated financial statements.
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PAGE 4
JORDAN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
NINE MONTHS ENDED
THIRD QUARTER September 30,
1995 1994 1995 1994
Net sales $123,708 $109,103 $343,310 $292,790
Cost of sales, excluding
depreciation 78,280 66,721 214,657 180,463
Selling, general and administra-
tive expenses 29,538 25,096 85,345 70,270
Depreciation 3,132 2,641 8,937 7,456
Amortization of goodwill and other
intangibles 1,865 1,941 5,425 5,961
Management fees and other 734 546 2,035 1,304
Operating income 10,159 12,158 26,911 27,336
Other (income) and expenses:
Interest expense 11,656 10,315 32,911 30,386
Interest income (1,188) (86) (2,059) (587)
Gain on sale of a partial interest
in a subsidiary - (21,790) - (21,790)
Total other (income) expenses 10,468 (11,561) 30,852 8,009
Income (loss) before income taxes
and minority interest (309) 23,719 (3,941) 19,327
Provision (benefit) for income
taxes 423 348 506 (719)
Income (loss) before minority
interest (732) 23,371 (4,447) 20,046
Minority interest 50 276 (850) 1,130
Net income (loss) $ (782)$ 23,095 $ (3,597)$ 18,916
See accompanying notes to condensed consolidated financial statements.
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PAGE 5
JORDAN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
NINE MONTHS ENDED
September 30,
1995 1994
Cash flows from operating activities:
Net income (loss) $(3,597) $ 18,916
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating
activities:
Depreciation and amortization 15,505 14,365
Benefit from deferred income taxes (388) (2,869)
Minority interest (850) 3,164
Non-cash interest 7,918 7,068
Changes in operating assets and
liabilities (net of acquisitions):
Increase in current assets (29,712) (21,581)
Decrease in current liabilities (12,969) (10,330)
Increase in non-current assets (5,070) (1,222)
Net cash provided by (used in) operating
activities (29,163) 7,511
Cash flows from investing activities:
Capital expenditures (8,102) (6,880)
Notes receivable from affiliate (16,032) (3,075)
Acquisition of subsidiaries (102,125) (35,872)
Acquisitions of minority interests and
other (6,076) (1,410)
Investment in Fannie May Holdings (1,722) -
Proceeds from asset sale 732 -
Net cash used in investing
activities (133,325) (47,237)
See accompanying notes to condensed consolidated financial statements.
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PAGE 6
JORDAN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
NINE MONTHS ENDED
September 30,
1995 1994
Cash flows from financing activities:
Proceeds of debt issuance - SPL Holdings, Inc. $33,000 -
Proceeds of debt issuance - M-K Holdings, Inc. 72,500 -
Proceeds from Revolving Credit Facility 20,000 25,000
Payments of Revolving Credit Facility (20,000) (25,000)
Proceeds from lines of credit 18,765 -
Repayment on lines of credit (550) -
Deferred financing costs (2,134) (852)
Repayment of long term debt (1,726) (1,737)
Other 272 45
Net cash provided by (used in)
financing activities 120,127 (2,544)
Effect of exchange rate changes on cash 68 220
Net decrease in cash and cash equivalents (42,293) (42,050)
Cash and cash equivalents at beginning of
the year 56,386 68,273
Cash and cash equivalents at end of period $ 14,093 $ 26,223
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest $ 29,929 $ 29,670
Income taxes, net $ 1,224 $ 627
Non cash investing activities:
Capital leases $ 9,563 $ 7,107
See accompanying notes to condensed consolidated financial statements.
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PAGE 7
JORDAN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
A. Organization
The unaudited condensed consolidated financial statements, which reflect all
adjustments that management believes necessary to present fairly the results
of interim operations, should be read in conjunction with the Notes to the
Consolidated Financial Statements (including the Summary of Significant
Accounting Policies) included in the Company's audited consolidated financial
statements for the year ended December 31, 1994, which are included in the
Company's Annual Report filed on Form 10-K for such year (the "1994 10-K").
Results of operations for the interim periods are not necessarily indicative
of annual results of operations.
B. Inventories
Inventories are summarized as follows:
September 30, December 31,
1995 1994
Raw materials $ 24,674 $16,695
Work in process 9,258 6,193
Finished goods 68,609 53,269
$102,541 $76,157
C. Notes Receivable from Affiliates and Investments in Affiliates
At September 30, 1995, the Company had notes receivable from Cape Craftsmen,
Inc., a company that is controlled by the partners, principals, employees and
affiliates of The Jordan Company, of $9,473.
On May 15, 1995, the Company purchased $7,500 aggregate principal amount of
Subordinated Notes and 75.6133 shares of Junior Class A PIK Preferred Stock of
Fannie May Holdings, Inc. ("Fannie May") for $9,071.
The Company also acquired 151.28 shares of Common Stock of Fannie May
(representing 15.1% of the outstanding Common Stock of Fannie May on a fully
diluted basis) for $151. These shares of Fannie May Common Stock were
purchased from the John W. Jordan II Revocable Trust. On June 28, 1995, the
Company purchased from The First National Bank of Chicago $7,000 aggregate
principal amount of participation in term loans of Archibald Candy Corporation,
a wholly owned subsidiary of Fannie May, for $7,000, and agreed to purchase up
to an additional $3,000 aggregate principal amount of such participation,
depending upon the financial performance of Fannie May. The additional $3,000
obligation is secured by a pledge from the Company with a $3,000 certificate
of deposit purchased by the Company.
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PAGE 8
JORDAN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
Fannie May's Chief Executive Officer is Mr. Quinn, and its stockholders include
Mr. Jordan, Mr. Quinn, Mr. Zalaznick, and Mr. Boucher, who are directors and
stockholders of the Company, as well as other partners, principals and
associates of The Jordan Company, who are also stockholders of the Company.
Fannie May, which is also known as "Fannie May Candies", is a manufacturer and
marketer of kitchen-fresh, high-end boxed chocolates through its 375 company-
owned retail stores and through specialty sales channels.
D. Accounting for Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of September 30, 1995
and 1994, are as follows:
September 30, December 31,
1995 1994
Deferred tax liabilities
Tax over book depreciation $ 7,175 $ 7,447
Other 1,113 1,317
Total deferred tax liabilities $ 8,288 $ 8,764
Deferred tax assets
NOL carryforwards $20,523 $20,400
Accrued interest on discount debentures 7,176 4,560
Other 2,721 2,754
Total deferred tax assets 30,420 27,714
Valuation allowance for deferred
tax assets (26,222) (23,428)
Net deferred tax assets 4,198 4,286
Net deferred tax liabilities $ 4,090 $ 4,478
E. Acquisition of Subsidiaries
On September 22, 1995, the Company, through its newly-formed subsidiary, M-K
Holdings, Inc., acquired all of the common stock of Merkle-Korff Industries,
Inc., Mercury Industries, Inc. and Elmco Industries, Inc. ("Merkle-Korff"), a
manufacturer of fractional horsepower motors and gear motors. The motors are
currently used in vending machines, ice makers in refrigerators, washing
machines and treadmills. M-K Holdings, Inc., Merkle-Korff, and their
subsidiaries, were designated as non-restricted subsidiaries for purposes of
the Company's Indentures relating to its Senior Notes and Senior Subordinated
Discount Debentures.
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PAGE 9
JORDAN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
The purchase price of $107,406, including costs incurred directly related to
the transaction, was preliminarily allocated to working capital of $9,445,
property, plant and equipment of $335, non-compete agreements of $500, other
assets of $34, and resulted in an excess purchase price over net identifiable
assets of $97,092. The acquisition was financed with cash of $29,625 from the
Company, $281 of cash from affiliates, a $5,000 subordinated note issued by
M-K Holdings, Inc., and a $72,500 drawdown of a newly established credit
facility.
M-K Holdings, Inc. is 88.3% owned by the Company and 11.7% owned by affiliates
of the Company, including partners and affiliates of The Jordan Company,
including Mr. Jordan, Mr. Quinn, Mr. Zalaznick, and Mr. Boucher.
F. SPL Holdings, Inc.
On August 30, 1995, the Company and its affiliates, through SPL Holdings, Inc.
("SPL", formerly known as J2, Inc.) purchased the net assets of Sales Promotion
Associates, Inc. ("SPAI"), a wholly-owned subsidiary of the Company, and a
specialty printer and distributor of calendars, advertising specialty products
and soft-cover year books. SPL and its subsidiaries were designated as non-
restricted subsidiaries for purposes of the Company's Indentures relating to
its Senior Notes and Senior Subordinated Discount Debentures.
SPL was formed to combine a group of companies engaged in the design,
manufacture and marketing of specialty printing and label products. SPL is
comprised of Valmark Industries, Inc. ("Valmark"), Pamco Printed Tape and Label
Co., Inc. ("Pamco") and SPAI.
Concurrent with the acquisition of SPAI, SPL was recapitalized with (i) an
equity investment of $22,300 by the Company and $150 from certain affiliated
investors, (ii) subordinated debt of $11,000, and (iii) a new $45,000 senior
secured bank financing comprised of a $20,000 Revolving Credit Facility and a
$25,000 Term Loan. At September 30, 1995, the entire amount of the Term Loan,
or $25,000, and $10,000 of the Revolving Credit Facility, was outstanding.
Following the acquisition and recapitalization transactions, SPL is 84.2% owned
by the Company and 15.8% owned by certain affiliates of the Company, including
partners and affiliates of The Jordan Company, including Mr. Jordan, Mr. Quinn,
Mr. Zalaznick, and Mr. Boucher.
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PAGE 10
JORDAN INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(ALL DOLLAR AMOUNTS IN THOUSANDS)
The following discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the 1994 10-K and the financial statements and the related notes
thereto which are included elsewhere in this quarterly report.
Results of Operations
Summarized below are the net sales, operating income and operating margins (as
defined) for each of the Company's business segments for the third quarter and
nine months ended September 30, 1995 and 1994. This discussion reviews the
foregoing segment data and certain of the consolidated financial data for the
Company.
NINE MONTHS ENDED
THIRD QUARTER SEPTEMBER 30,
1995 1994 1995 1994
Net Sales:
Consumer Products $ 53,309 $ 52,904 $151,937 $142,519
Industrial Products and Equipment 43,978 32,433 119,272 90,570
Specialty Advertising & Calendars 26,421 23,766 72,101 59,702
Total $123,708 $109,103 $343,310 $292,791
Operating Income (a):
Consumer Products $ 3,143 $ 6,219 $ 8,798 $ 14,073
Industrial Products and Equipment 8,512 7,403 23,855 18,466
Specialty Advertising & Calendars 2,203 1,820 5,765 3,310
Total $ 13,858 $15,442 $ 38,418 $ 35,849
Operating Margins (b):
Consumer Products 5.9% 11.8% 5.8% 9.9%
Industrial Products and Equipment 19.4% 22.8% 20.0% 20.4%
Specialty Advertising & Calendars 8.3% 7.7% 8.0% 5.5%
Consolidated 11.2% 14.2% 11.2% 12.2%
(a) Before corporate overhead of $3,699 and $3,284 for the third quarter
ended September 30, 1995 and 1994, respectively and $11,507 and $8,512
for the nine months ended September 30, 1995 and 1994, respectively.
(b) Operating margin is operating income divided by net sales.
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PAGE 11
Consumer Products. As of September 30, 1995, the Consumer Products segment
consists of DACCO, Sate-Lite, Riverside, and Welcome Home.
Net sales during the third quarter and first nine months of 1995 increased $.4
million or 0.8% and $9.4 million or 6.6%, respectively, over the same periods
in 1994. The third quarter sales increase was due to increased sales of
rebuilt converters and other parts at DACCO, $.4 million, and increased sales
at Welcome Home, $2.0 million, partially offset by lower sales of bibles at
Riverside, $1.1 million, and lower domestic bicycle reflector sales at
Sate-Lite, $.9 million. The year-to-date increase was due to increased sales of
aluminum by-product, rebuilt converters, and other parts at DACCO, $1.9
million, thermoplastic colorants and other parts at Sate-Lite, $.6 million,
contract distribution services, bibles, and audio tapes at Riverside, $3.0
million, and increased sales from thirty-nine additional stores at Welcome
Home, $6.2 million, partially offset by a decrease in domestic bicycle
reflector sales at Sate-Lite, $2.3 million.
Operating income decreased $3.1 million or 49.5% and $5.3 million or 37.5% in
the third quarter and first nine months of 1995, respectively, compared to the
same period in 1994. The third quarter decrease was due to decreases at
Sate-Lite, $.2 million, Riverside, $.9 million, and Welcome Home, $2.4 million,
offset by an increase at DACCO of $.5 million. The year-to-date decrease was
due to decreases at Sate-Lite, $.6 million, Riverside, $.7 million, and Welcome
Home, $5.2 million, partially offset by an increase at DACCO of $1.3 million.
The third quarter operating margin decreased from 11.8% in 1994 to 5.9% and the
nine month year-to-date margin decreased from 9.9% in 1994 to 5.8% due to the
decreases in operating income discussed above.
Industrial Products and Equipment. As of September 30, 1995, the Industrial
Products and Equipment segment consists of Parsons, Dura-Line, Imperial, Scott,
Gear, Hudson, AIM, Cambridge and Merkle-Korff.
Net sales during the third quarter and first nine months increased $11.5
million or 35.6% and $28.7 million or 31.7%, respectively, over the comparable
periods in 1994. The third quarter sales increase was due to increased sales
of titanium hot formed products at Parsons, $.5 million, Innerduct at
Dura-Line, $8.4 million, motors at Imperial, $.8 million, locks at Hudson, $.3
million, and electronic connectors at AIM and Cambridge, $.3 million and $.1
million, respectively. The acquisition of Merkle-Korff in September added $1.1
million to third quarter sales. The year-to-date increase was due to an
increase in titanium hot formed product sales at Parsons, $1.0 million,
Innerduct and pipe sales at Dura-Line, $21.5 million, motors and parts at
Imperial, $1.4 million, precision gears at Gear, $.4 million, locks at Hudson,
$1.7 million, and electronic connectors at AIM, $1.5 million. The acquisition
of Merkle-Korff added $1.1 million to 1995 sales.
Operating income increased $1.1 million or 15.0% and $5.4 million or 29.2% in
the third quarter and first nine months of 1995, respectively, compared to the
same periods in 1994. The third quarter increase was due to increases at
Hudson, $.2 million, Dura-Line, $.3 million, Cambridge $.2 million, Imperial,
$.1 million, Scott, $.1 million and the addition of Merkle-Korff, $.3 million.
<PAGE>
PAGE 12
The year-to-date increase was due to increases at Dura-Line, $2.5 million,
Parsons, $.3 million, Hudson, $1.2 million, AIM, $.2 million, Imperial, $.2
million, Scott, $.3 million, Cambridge, $.4 million, and the addition of
Merkle-Korff, $.3 million. These increases were due to increased sales and
production efficiencies.
The third quarter operating margin decreased from 22.8% in 1994 to 19.4% and
the nine month year-to-date margin decreased from 20.4% in 1994 to 20.0%.
These decreases were due to higher raw material and production costs.
Specialty Advertising and Calendars. As of September 30, 1995, the Specialty
Advertising and Calendars segment consists of SPAI, Beemak, Valmark and Pamco.
Net sales during the third quarter and first nine months of 1995 increased $2.7
million or 11.1% and $12.4 million or 20.8%, respectively, compared to the same
periods in 1994. The third quarter increase was due to increased sales of
calendars at SPAI, $.5 million, increased shielding device and screen print
sales at Valmark, $1.4 million and $.6 million, respectively, and increased
label sales at Pamco, $.2 million. The nine month increase was due to
increased POG sales at Beemak, $2.5 million, calendars and school annuals at
SPAI, $.2 million and $.3 million respectively, membranes and shielding devices
at Valmark, $1.3 million and $1.5 million respectively, and labels at Pamco,
$6.5 million. The increase at Pamco is due, in part, to the fact that Pamco
was purchased in May of 1994 and contributed only approximately four months of
sales to the 1994 nine months sales figures.
Operating income increased $.4 million or 21.0% and $2.5 million or 74.2% in
the third quarter and first nine months of 1995, respectively, compared to the
same periods in 1994. The third quarter increase was due to increases at
Valmark, $.6 million, and SPAI, $.2 million, partially offset by decreases at
Pamco, $.2 million, and Beemak, $.2 million. The year-to-date increase was
attributable to increases at Valmark, $1.0 million, Pamco, $1.3 million,
Beemak, $.1 million, and SPAI, $.1 million.
The third quarter operating margin increased to 8.3% in 1995 from 7.7% in 1994,
and the nine month year-to-date operating margin increased to 8.0% in 1995 from
5.5%. This is due to the increased sales volume and production efficiencies.
Consolidated Results: (See Condensed Consolidated Statements of Operations.)
Operating income for the first nine months decreased $.4 million or 1.6%
compared to 1994. Even though operating income at the subsidiaries was up $2.6
million or 7.2%, this was offset by an increase in corporate overhead of $3.0
million. Interest expense for the first nine months of 1995 increased from
$30.4 million in 1994 to $32.9 million due to the interest expense incurred at
the Holding Company for increased accretion on the zero coupon debentures and
interest on capital leases, $1.3 million, and at Welcome Home for an outside
line of credit, $.5 million. Nine month interest income increased from $.6
million to $2.1 million due to higher average cash balances. As a result of
lower operating income and higher interest expense, the Company recorded a
net loss of $3.6 million in the first nine months of 1995 as compared to net
income of $18.9 million in 1994. The 1994 net income reflected a gain of $21.8
million on the sale of 2.5 million shares of Welcome Home common stock.
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PAGE 13
Liquidity and Capital Resources. The Company had $104.7 million of working
capital at September 30, 1995, compared to $123.4 million at the end of 1994.
The decrease in working capital was due to lower ending cash balances, higher
notes payable, and higher current portion of long-term debt, partially offset
by higher accounts receivables, higher inventories, higher prepaid expenses and
other current assets, lower accounts payable, lower accrued expenses, and lower
advanced deposits.
The Company's net cash provided by (used in) operating activities for the nine
months ended September 30, 1995 decreased $36.7 million versus the same period
in 1994. This decrease was due to a net loss of $3.6 million, versus net
income of $18.9 million in the prior period, lower minority interest, $4.0
million, higher increase in current assets, $8.1 million, a higher decrease in
current liabilities, $2.6 million, and a higher increase in non-current assets,
$3.8 million, offset by higher depreciation and amortization, $1.1 million, a
lower benefit from deferred income taxes, $2.5 million, and higher non-cash
interest of $.9 million.
The net cash used in investing activities for the nine months ended September
30, 1995, increased $86.1 million versus the same period in 1994. This
increase was due to higher capital expenditures, $1.2 million, higher notes
receivable from affiliates, $13.0 million, higher acquisition of subsidiaries
due to the Merkle-Korff transaction versus the Valmark and Pamco transactions
in 1994, $66.3 million, higher acquisitions of minority interest, $4.7 million,
and the investment in Fannie May Holdings, $1.7 million, offset by proceeds
from an asset sale, $.7 million.
The net cash provided by financing activities for the nine months ended
September 30, 1995, increased $122.7 million versus the same period in 1994.
This increase was due to the SPL Holdings debt issuance, $33.0 million, the
M-K Holdings debt issuance, $72.5 million, proceeds from line of credit, $18.8
million, and higher deferred financing costs, $1.3 million, offset by higher
debt repayments, $.5 million.
The Company is, and expects to continue to be, in compliance with the
provisions of the Indentures relating to the Company's Senior Notes and Senior
Subordinated Discount Debentures.
None of the subsidiaries require significant amounts of capital spending to
sustain their current operations or to achieve projected growth.
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PAGE 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Form 8-K/A filed on November 3, 1995 for the Agreement
for Purchase and Sale of Stock of Merkle-Korff
Industries, Inc., Mercury Industries, Inc., and Elmco
Industries, Inc. dated May 26, 1995.
(b) Exhibits
27. EDGAR Financial Data Schedule
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PAGE 15
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.
JORDAN INDUSTRIES, INC.
November 14, 1995 By: /s/ Thomas C. Spielberger
Thomas C. Spielberger
Vice President, Controller
and Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of
Operations, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 14,093
<SECURITIES> 0
<RECEIVABLES> 74,691
<ALLOWANCES> 1,651
<INVENTORY> 102,541
<CURRENT-ASSETS> 197,928
<PP&E> 156,390
<DEPRECIATION> 76,921
<TOTAL-ASSETS> 524,695
<CURRENT-LIABILITIES> 93,196
<BONDS> 493,942
<COMMON> 1
0
0
<OTHER-SE> (70,441)
<TOTAL-LIABILITY-AND-EQUITY> 524,695
<SALES> 343,310
<TOTAL-REVENUES> 343,310
<CGS> 214,657
<TOTAL-COSTS> 316,399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,911
<INCOME-PRETAX> (3,941)
<INCOME-TAX> 506
<INCOME-CONTINUING> (4,447)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> (3,597)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>