<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------------- -----------------------
1-14080
(Commission File Number)
Berg Electronics Corp.
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-2451903
(I.R.S. Employer Identification No.)
101 South Hanley Road
St. Louis, MO 63105
(314) 726-1323
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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:
<TABLE>
<CAPTION>
Outstanding at
Class July 31, 1998
- --------------------------- ---------------------------
<S> <C>
Common Stock 39,386,224
Class A Common Stock 1,908,554
</TABLE>
<PAGE> 2
<TABLE>
BERG ELECTRONICS CORP. & SUBSIDIARIES
INDEX
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Berg Electronics Corp. & Subsidiaries
Condensed Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997............................................... 4
Condensed Consolidated Statements of Operations for the three
and six months ended June 30, 1998 and 1997......................... 5
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997................................. 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............................................... 12
SIGNATURES................................................................ 13
</TABLE>
3
<PAGE> 3
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 7,022 $ 11,994
Accounts receivable, net............................ 127,874 118,331
Inventories......................................... 102,508 96,022
Prepaid expenses and other.......................... 21,888 16,890
--------- ---------
Total current assets.............................. 259,292 243,237
Property, plant and equipment, net.................. 307,390 285,767
Intangibles and other assets........................ 179,657 175,642
--------- ---------
Total assets...................................... $ 746,339 $ 704,646
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations......... $ 26,237 $ 26,786
Accounts payable.................................... 59,775 76,779
Accrued liabilities................................. 93,645 96,967
--------- ---------
Total current liabilities......................... 179,657 200,532
Long-term obligations, less current maturities ....... 356,592 316,544
Other long-term liabilities........................... 51,076 51,686
Stockholders' equity:
Contributed capital................................. 128,144 116,973
Treasury stock, at cost............................. (5,139) --
Retained earnings................................... 74,828 52,062
Cumulative translation adjustments.................. (38,819) (33,151)
--------- ---------
Total stockholders' equity........................ 159,014 135,884
--------- ---------
Total liabilities and stockholders' equity ....... $ 746,339 $ 704,646
========= =========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE> 4
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales.......................... $ 195,462 $ 202,505 $ 385,543 $ 391,016
Operating expenses:
Cost of goods sold............... 125,449 130,722 247,407 251,341
Selling, general and
administrative................. 39,160 43,253 80,589 85,277
Amortization and other........... 4,219 4,264 8,657 8,540
--------- --------- --------- ---------
Operating income................... 26,634 24,266 48,890 45,858
Other income (expense):
Interest expense................. (5,916) (6,800) (12,125) (13,687)
Amortization of deferred
financing costs................ (152) (759) (304) (1,518)
Other, net....................... 232 (572) 260 (460)
--------- --------- --------- ---------
Income before income tax
provision........................ 20,798 16,135 36,721 30,193
Income tax provision............... 7,904 6,290 13,955 11,702
--------- --------- --------- ---------
Net income......................... $ 12,894 $ 9,845 $ 22,766 $ 18,491
========= ========= ========= =========
Net income per common share -
basic and diluted................ $ 0.31 $ 0.24 $ 0.55 $ 0.44
========= ========= ========= =========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
5
<PAGE> 5
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income..................................................... $ 22,766 $ 18,491
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation............................................... 22,307 23,318
Amortization and other non-cash charges.................... 8,961 10,058
Change in assets and liabilities, net of acquisitions:
Accounts receivable...................................... (8,364) (26,575)
Inventories.............................................. (5,965) (5,966)
Prepaid expenses and other............................... (692) (5,999)
Accounts payable......................................... (18,351) 9,019
Accrued and other liabilities............................ (5,436) 7,351
Other, net............................................... (1,690) (1,098)
-------- --------
Net cash from operating activities............................... 13,536 28,599
-------- --------
Cash flows provided by (used in) investing
activities:
Acquisitions, net of cash of $2,568 and
$0, respectively............................................. (13,391) --
Capital expenditures, net.................................... (49,149) (27,853)
-------- --------
Net cash from investing activities........................... (62,540) (27,853)
-------- --------
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term obligations ............. 88,500 69,833
Repayment of long-term obligations........................... (48,710) (67,127)
Equity proceeds.............................................. 10,886 --
Treasury stock purchases..................................... (5,139) --
Costs of equity offering..................................... (625) --
Proceeds from issuance of common stock....................... 229 79
-------- --------
Net cash from financing activities............................... 45,141 2,785
-------- --------
Effect of exchange rate changes on cash.......................... (1,109) (257)
-------- --------
Net change in cash and cash equivalents.......................... (4,972) 3,274
Cash and cash equivalents at beginning of the period............. 11,994 8,999
-------- --------
Cash and cash equivalents at end of the period................... $ 7,022 $ 12,273
======== ========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
6
<PAGE> 6
BERG ELECTRONICS CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
(Unaudited)
1. BASIS OF PRESENTATION
Unaudited Interim Condensed Consolidated Financial Statements
The unaudited interim condensed consolidated financial statements
reflect all adjustments consisting only of normal recurring adjustments
which are, in the opinion of management, necessary for a fair
presentation of financial position and results of operations. The
results for the three and six months ended June 30, 1998, are not
necessarily indicative of the results that may be expected for a full
fiscal year. These financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31,
1997.
Statement of Cash Flows
Interest paid for the six months ended June 30, 1998 and 1997, is
approximately $13,000 and $13,800, respectively. Income taxes paid for
the six months ended June 30, 1998 and 1997, are approximately $3,900
and $1,400, respectively.
2. INVENTORIES
The composition of inventories at June 30, 1998, is as follows:
<TABLE>
<S> <C>
Raw materials .......................... $ 28,931
Work-in-process ........................ 33,643
Finished goods ......................... 39,934
--------
Total .................................. $102,508
========
</TABLE>
The carrying value of inventories valued at LIFO, at June 30, 1998, is
approximately $49,000 and its current cost is approximately $33,300.
3. EARNINGS PER SHARE
In accordance with SFAS No. 128, "Earnings Per Share," the following
table reconciles net income and weighted average shares outstanding to
the amounts used to calculate basic and diluted earnings per share for
each of the three and six months ended June 30, 1998 and 1997.
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1998
--------------------------------------
Per Share
Net Income Shares Amount
---------- ---------- ----------
<S> <C> <C> <C>
Basic Earnings Per Share
Income available to common stockholders ........ $ 12,894 41,465,343 $ 0.31
==========
Assumed exercise of options (treasury method) .. -- 359,196
---------- ----------
Diluted Earnings Per Share
Income available to common stockholders ........ $ 12,894 41,824,539 $ 0.31
========== ========== ==========
</TABLE>
7
<PAGE> 7
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1997
--------------------------------------
Per Share
Net Income Shares Amount
---------- ---------- ----------
<S> <C> <C> <C>
Basic Earnings Per Share
Income available to common
stockholders ....................... $ 9,845 41,037,944 $ 0.24
==========
Assumed exercise of options
(treasury method) .................. -- 536,264
---------- ----------
Diluted Earnings Per Share
Income available to common
stockholders ....................... $ 9,845 41,574,208 $ 0.24
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1998
--------------------------------------
Per Share
Net Income Shares Amount
---------- ---------- ----------
<S> <C> <C> <C>
Basic Earnings Per Share
Income available to common
stockholders ....................... $ 22,766 41,372,772 $ 0.55
==========
Assumed exercise of options
(treasury method) .................. -- 381,373
---------- ----------
Diluted Earnings Per Share
Income available to common
stockholders ....................... $ 22,766 41,754,145 $ 0.55
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997
--------------------------------------
Per Share
Net Income Shares Amount
---------- ---------- ----------
<S> <C> <C> <C>
Basic Earnings Per Share
Income available to common
stockholders ....................... $ 18,491 41,028,664 $ 0.45
==========
Assumed exercise of options
(treasury method) .................. -- 525,284
---------- ----------
Diluted Earnings Per Share
Income available to common
stockholders ....................... $ 18,491 41,553,948 $ 0.44
========== ========== ==========
</TABLE>
Basic earnings per common share was computed by dividing net income by the
weighted average shares of common stock outstanding during the period. Diluted
earnings per common share for each of the three and six months ended June 30,
1998 and 1997 were determined assuming the options issued and outstanding were
exercised as of the later of January 1 of the respective year or the grant date.
Options to purchase 29,330 shares of common stock at $23.75 per share, 36,494
shares of common stock at $24.00 per share, 18,247 shares of common stock at
$24.44 per share, 56,000 shares of common stock at $25.56 per share and 65,000
shares of common stock at $26.00 per share were outstanding during the three and
six months ended June 30, 1998, but were not included in the computation of
diluted earnings per share because the exercise price of such options was
greater than the average market price of the common stock. These options expire
in May 2008, January 2008, January 2008, January 2008, September 2007, and
February 2008, respectively.
8
<PAGE> 8
4. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting and disclosure of comprehensive income and its
components. For the three and six months ended June 30, 1998, comprehensive
income was $9,010 and $17,098, respectively. For the three and six months ended
June 30, 1997, comprehensive income was $8,364 and $4,475, respectively. The
Company's other comprehensive income consists solely of cumulative translation
adjustments.
5. CURRENT EVENTS
On June 5, 1998, the Board of Directors authorized a stock repurchase program
enabling the Company to repurchase up to $50,000 in aggregate value of the
Company's outstanding common stock. As of June 30, 1998, the Company had
repurchased 255,500 shares of its common stock. The repurchased shares are
recorded at cost as treasury stock, a component of stockholders' equity, on the
condensed consolidated balance sheet.
6. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) adopted SFAS
no.133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No.133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS
No.133 is effective for fiscal years beginning after June 15, 1999. The Company
has not yet quantified the impacts of adopting SFAS No.133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No.133. However, SFAS No.133 could increase volatility in earnings and
other comprehensive income.
In April 1998, the FASB adopted Statement of Position (SOP) 98-5, "Reporting on
the Costs of Start-Up Activities," which requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is effective for
financial statements for fiscal years beginning after December 15, 1998. The
Company will adopt SOP 98-5 in fiscal 1999 and does not expect adoption to have
a material impact on its consolidated financial statements.
In February 1998, the FASB adopted SFAS No. 132, "Employer's Disclosures about
Pensions and Other Postretirement Benefits," which establishes reporting
requirements related to a business' pensions and other postretirement benefits.
SFAS No. 132 is effective for fiscal years beginning after December 15, 1997,
and does not apply to interim financial statements in the year of adoption. The
Company will adopt SFAS No. 132 for the fiscal year ended December 31, 1998. The
Company does not expect adoption to have a material impact on its consolidated
financial statements.
In June 1997, the FASB adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes reporting requirements
related to a business' operating segments, products and services, geographic
areas of operations and major customers. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997, and does not apply to interim financial
statements in the year of adoption. The Company will adopt SFAS No. 131 for the
fiscal year ended December 31, 1998. The Company does not expect SFAS No. 131 to
have a significant impact on its consolidated financial statements and the
related disclosures.
9
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
Net sales for the three months ended June 30, 1998 were $195.5 million,
representing a $7.0 million, or 3.5%, decrease from the comparable period in
1997. In local currencies, sales were essentially the same in the second quarter
of 1998 and the second quarter of 1997.
North American sales represented approximately 51% of consolidated sales and
increased $1.8 million, or 1.9%, in the second quarter of 1998 compared to the
second quarter of 1997. This increase was due primarily to strong sales in the
telecom infrastructure and cable assembly system programs offset by continued
softness in the high-end computer sector. The increase was offset somewhat by
the continued movement of certain customer programs to the Company's European
and Asian sites and the related shift of customer direct sales from North
America to those regions.
Sales in Europe represented approximately 31% of consolidated sales for the
quarter ended June 30, 1998, and increased by $1.3 million, or 2.3%, due in part
to program specific design wins in the telecom and computer sectors and in part
to a somewhat stronger economy in Europe. These increases were partially offset
by unfavorable effects of currency changes between years and by program specific
softness in cellular handset products. Sales in Asia Pacific made up
approximately 18% of consolidated sales for the second quarter of 1998 and
decreased $10.1 million, or 22.2%, versus the same quarter in 1997, primarily
due to the unfavorable effects of currency changes between years, in part to
softness in the personal computer and storage sectors resulting from excess
inventories, in part to weakness in certain cellular handset programs and in
part to weak Asian economies. Changing currencies adversely impacted sales
reported in both Europe and Asia, reducing sales in those regions by
approximately 7% on a combined basis, in the second quarter of 1998 compared to
the second quarter of 1997.
Cost of goods sold decreased by $5.3 million, or 4.0%, versus the comparable
period in 1997. The decrease was partially due to improved product sales mix and
partially due to the favorable impact of the stronger U.S. dollar against
currencies in Europe and Asia. Cost of goods sold as a percent of sales improved
to 64.2% in the second quarter of 1998 from 64.6% in the second quarter of 1997,
primarily as a result of improved product sales mix and the Company's cost
reduction and containment activities.
Selling, general and administrative expenses for the three months ended June 30,
1998, decreased by $4.1 million, or 9.5%, versus the comparable period in 1997.
As a percentage of sales, these costs improved to 20.0% in 1998 from 21.4% in
1997 due primarily to cost reduction and containment activities and in part to
the favorable impact of the stronger U.S. dollar against European and Asian
currencies.
Other expenses decreased $2.3 million from $8.1 million in the second quarter of
1997 to $5.8 million in the second quarter of 1998, due primarily to reduced
interest expense and deferred financing costs amortization, based upon the
credit facility (the "Credit Facility") entered into in August 1997 containing
lower interest rates and financing costs.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Net sales for the six months ended June 30, 1998 were $385.5 million,
representing a $5.5 million, or 1.4%, decrease from the comparable period in
1997. In local currencies, net sales increased approximately 3%.
10
<PAGE> 10
North American sales increased $3.5 million, or 1.8%, in the first six months of
1998 compared to the comparable period in 1997. This increase was due primarily
to strong telecom infrastructure and cable assembly demand and was offset by
continued weakness in mobile and high-end computer sectors.
Sales in Europe increased by $6.5 million, or 6.0%, due in part to program
specific design wins in the telecom and computer sectors and in part to a
somewhat stronger economy in Europe. These increases were partially offset by
the unfavorable effect of currency changes between years. Sales in Asia Pacific
decreased $15.5 million, or 17.4% primarily due to the unfavorable effects of
currency changes between years, in part to continued softness in the personal
computer and hard-disk drive markets resulting from inventory overhang and in
part to weaker Asian economies. Changing currencies adversely impacted sales
recorded in Europe and Asia, reducing sales in those regions by approximately 9%
on a combined basis in the first half of 1998 compared to the first half of
1997.
Cost of goods sold decreased by $3.9 million, or 1.6%, versus the comparable
period in 1997. The decrease was due in part to improved sales mix and in part
to the favorable impact of the stronger U.S. dollar against currencies in Europe
and Asia. The decrease was partially offset by increased sales volume. As a
result of cost containment and reduction activities, cost of goods sold as a
percent of sales improved to 64.2% in the first half of 1998 from 64.3% for the
comparable period in 1997.
Selling, general and administrative expenses decreased by $4.7 million, or 5.5%,
versus the comparable period in 1997. As a percentage of sales, these costs
improved to 20.9% in the first half of 1998 from 21.8% in the first half of
1997 due primarily to cost reduction and containment activities and the
favorable impact of currencies.
Other expenses decreased $3.5 million from $15.7 million in the first half of
1997 to $12.2 million in the first half of 1998 due primarily to reduced
interest expense and amortization of financing costs in 1998 based upon the
Credit Facility entered into in August 1997 containing lower interest rates and
financing costs than the previous credit agreement.
Liquidity and Capital Resources
Net cash provided by operating activities was $13.5 million for the six months
ended June 30, 1998, which compared to $28.6 million for the comparable period
in 1997. The increase in cash provided from net income was more than offset by
cash used to pay vendors as a result of the timing of the Company's payments to
vendors at year-end due to holiday timing at the end of 1997 versus 1996.
Net cash used in investing activities was $62.5 million for the six months ended
June 30, 1998, compared to $27.9 million for the six months ended June 30, 1997.
The net cash used in investing activities for the first six months of 1998
included $13.4 million related to acquisitions, and the remainder represented
capital expenditures for MEG-Array(TM) and other programs. In 1997, net cash
used for investing activities represented capital expenditures.
Cash provided by financing activities was $45.1 million for the six months ended
June 30, 1998, compared to $2.8 million for the comparable period in 1997. The
source of cash in 1997 represented net borrowings under the previous credit
facility. The source of cash in 1998 in part represented net proceeds from the
issuance of common stock in connection with the secondary offering completed in
February 1998, offset by purchases of treasury stock in June 1998, and in part
represented net borrowings under the Credit Facility.
11
<PAGE> 11
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
(a) The Annual Meeting of Stockholders was held on Tuesday, May 5, 1998.
(b) Not applicable.
(c) The following matters were submitted to and approved by the
stockholders:
(i) The election of two class III directors, James N. Mills and
Thomas O. Hicks, each for a three year term expiring in the
year 2001. For James N. Mills, the votes were cast as follows:
For - 31,330,586, Against - 0; Abstentions and broker
non-votes - 2,315,676. For Thomas O. Hicks, the votes were
cast as follows: For - 31,330,586, Against - 0; Abstentions
and broker non-votes - 2,315,676.
(ii) Amendment No.1 to the Berg Electronics Corp. 1993 Stock Option
Plan as prepared and adopted by the Board of Directors. The
votes were cast as follows: For - 25,329,414, Against -
4,235,380; Abstentions and broker non-votes - 4,081,468.
(iii) The Berg Electronics Corp. 1998 Incentive Compensation Plan
(the "Incentive Compensation Plan") as prepared and adopted by
the Board of Directors. The votes were cast as follows: For -
21,406,038; Against - 8,158,301; Abstentions and broker
non-votes - 4,081,923.
(iv) Amendment to the Certificate of Incorporation as prepared and
adopted by the Board of Directors. The votes were cast as
follows: For - 32,591,102, Against - 907,445; Abstentions and
broker non-votes - 147,715.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed as Part of this Report
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------------ ----------------------
<S> <C>
3.1 Certificate of Elimination of Series B Preferred Stock and Series D Preferred Stock of
Berg Electronics Corp., dated September 11, 1996.(3)
3.2 [Item intentionally omitted.]
3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg Electronics Group,
Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg CS Holdings, Inc., together with
amendments thereto.(1)
3.4 Certificate of Amendment to Certificate of Incorporation, dated February 29, 1996, of
Berg Electronics Corp.(2)
3.5 Certificate of Amendment to Amended Certificate of Incorporation, dated May 28, 1998, of
Berg Electronics Corp.(5)
3.6 Bylaws of Berg Electronics Corp.(1)
4.1 Certificate of Designations, Preferences and Rights of Series A Junior Preferred Stock
of Berg Electronics Corp.(4)
10.1** Berg Electronics Corp. 1998 Incentive Compensation Plan.(5)
27.1 Financial Data Schedule.*
</TABLE>
(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and
incorporated by reference herein.
(2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1995, and incorporated by
reference herein.
12
<PAGE> 12
(3) Filed previously as an exhibit to the Berg Electronics Corp. Forms 10-Q
and 10-Q/A for the quarter ended March 31, 1997, and incorporated by
reference herein.
(4) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1997, and incorporated by
reference herein.
(5) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-8, Registration No. 333-57903, and
incorporated by reference herein.
* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
Berg Electronics Corp. Form 8-K filing dated June 16, 1998 - Item 5
Other Events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERG ELECTRONICS CORP.
Dated: August 3, 1998 By: /s/ JOSEPH S. CATANZARO
--------------------------------------
Name: Joseph S. Catanzaro
Title: Chief Accounting Officer
13
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------------ ----------------------
<S> <C>
3.1 Certificate of Elimination of Series B Preferred Stock and Series D Preferred Stock of
Berg Electronics Corp., dated September 11, 1996.(3)
3.2 [Item intentionally omitted.]
3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg Electronics Group,
Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg CS Holdings, Inc., together with
amendments thereto.(1)
3.4 Certificate of Amendment to Certificate of Incorporation, dated February 29, 1996, of
Berg Electronics Corp.(2)
3.5 Certificate of Amendment to Amended Certificate of Incorporation, dated May 28, 1998, of
Berg Electronics Corp.(5)
3.6 Bylaws of Berg Electronics Corp.(1)
4.1 Certificate of Designations, Preferences and Rights of Series A Junior Preferred Stock
of Berg Electronics Corp.(4)
10.1** Berg Electronics Corp. 1998 Incentive Compensation Plan.(5)
27.1 Financial Data Schedule.*
</TABLE>
(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and
incorporated by reference herein.
(2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1995, and incorporated by
reference herein.
(3) Filed previously as an exhibit to the Berg Electronics Corp. Forms 10-Q
and 10-Q/A for the quarter ended March 31, 1997, and incorporated by
reference herein.
(4) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1997, and incorporated by
reference herein.
(5) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-8, Registration No. 333-57903, and
incorporated by reference herein.
* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE ACCOMPANYING FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 7,022
<SECURITIES> 0
<RECEIVABLES> 131,631
<ALLOWANCES> 3,757
<INVENTORY> 102,508
<CURRENT-ASSETS> 259,292
<PP&E> 493,697
<DEPRECIATION> 186,307
<TOTAL-ASSETS> 746,339
<CURRENT-LIABILITIES> 179,657
<BONDS> 356,592
0
0
<COMMON> 0
<OTHER-SE> 159,014
<TOTAL-LIABILITY-AND-EQUITY> 746,339
<SALES> 385,543
<TOTAL-REVENUES> 385,543
<CGS> 247,407
<TOTAL-COSTS> 247,407
<OTHER-EXPENSES> 1,059
<LOSS-PROVISION> 100
<INTEREST-EXPENSE> 12,125
<INCOME-PRETAX> 36,721
<INCOME-TAX> 13,955
<INCOME-CONTINUING> 22,766
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,766
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.55
</TABLE>
