<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
----- -----
Commission File Number: 0-22352
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HOLOPHANE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 31-1288751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 EAST BROAD STREET
SUITE 1400
COLUMBUS, OHIO
43215
(Address of principal executive offices)
(614) 224-3134
Registrant's telephone number, including area code
----------------------
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or Section 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 number of shares outstanding of registrant's Common Stock as of
June 30, 1998: 10,852,691
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<PAGE>
HOLOPHANE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
<TABLE>
INDEX
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Income for the
three months ended June 30, 1998 and June 30, 1997
(unaudited) . . . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Income for the six
months ended June 30, 1998 and June 30, 1997
(unaudited) . . . . . . . . . . . . . . . . . . . . . . 2
Condensed Consolidated Balance Sheets as of June 30,
1998 (unaudited) and December 31, 1997 . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1998 and June 30, 1997
(unaudited) . . . . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Statement of Stockholders'
Equity as of June 30, 1998 (unaudited) . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements . 6
Management Discussion and Analysis . . . . . . . . . . 7 - 8
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . 9 - 10
Signature . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Month Period Ended
----------------------------
June 30, June 30,
1998 1997
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<S> <C> <C>
Net Sales $51,453 $48,607
Cost of Goods Sold 31,690 29,853
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Gross Margin 19,763 18,754
Selling and Administrative Expenses 11,109 10,510
Research and Development 1,473 1,527
Other Expenses 199 215
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Operating Income 6,982 6,502
Interest Expense 317 429
Interest Income (40) (96)
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Income Before Income Taxes 6,705 6,169
Provision for Income Taxes 2,530 2,251
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Net Income 4,175 3,918
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Basic Earnings Per Share $0.38 $0.35
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Diluted Earnings Per Share $0.37 $0.34
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Weighted Average Number of Shares Outstanding:
Basic 10,910 11,330
Diluted 11,306 11,672
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
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HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands except per share data)
<TABLE>
<CAPTION>
Six Month Period Ended
----------------------------
June 30, June 30,
1998 1997
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<S> <C> <C>
Net Sales $98,700 $95,015
Cost of Goods Sold 60,605 58,379
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Gross Margin 38,095 36,636
Selling and Administrative Expenses 22,038 21,381
Research and Development 3,003 2,994
Other Expenses 689 383
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Operating Income 12,365 11,878
Interest Expense 704 907
Interest Income (189) (193)
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Income Before Income Taxes 11,850 11,164
Provision for Income Taxes 4,411 4,136
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Net Income 7,439 7,028
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Basic Earnings Per Share $0.68 $0.62
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Diluted Earnings Per Share $0.66 $0.60
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Weighted Average Number of Shares Outstanding:
Basic 10,969 11,387
Diluted 11,343 11,734
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
June 30 December 31
1998 1997
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ASSETS
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<S> <C> <C>
Cash and Equivalents $4,085 $11,709
Receivables 32,883 29,903
Inventory 16,888 12,651
Other Current Assets 4,511 3,988
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TOTAL CURRENT ASSETS 58,367 58,251
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Plant, Property and Equipment, Net 48,468 42,102
Intangibles 20,840 21,285
Other Assets 5,717 5,158
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TOTAL ASSETS $133,392 $126,796
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities $25,164 $24,912
Current Portion of Long Term Debt 330 6,610
Long Term Debt 22,386 12,964
Other Long Term Liabilities 7,700 7,207
Stockholders' Equity 77,812 75,103
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $133,392 $126,796
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Six Month Period Ended
----------------------
June 30 June 30
1998 1997
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<S> <C> <C>
Net cash flow provided by operating activities $2,702 $17,143
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Investing activities:
Capital expenditures (6,770) (3,445)
Other (1,292) (695)
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Net cash used in investing activities (8,062) (4,140)
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Financing activities:
Principal payments of long term debt (26,610) (3,188)
Proceeds from long term debt 29,752 0
Purchase of treasury shares (5,802) (4,133)
Proceeds from the sales of treasury shares 453 13
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Net cash used in financing activities (2,207) (7,308)
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Effects of exchange rate changes on cash (57) (6)
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Net increase/(decrease) in cash and equivalents (7,624) 5,689
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Cash and equivalents at beginning of period 11,709 8,072
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Cash and equivalents at end of period $4,085 $13,761
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
<TABLE>
<CAPTION>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
($ in thousands)
ACCUMULATED
OTHER COMMON STOCK
COMPREHENSIVE RETAINED COMPREHENSIVE ------------------
INCOME EARNINGS INCOME/(LOSS) SHARES AMOUNT
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<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 $49,150 ($1,427) 11,895,861 $119
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Comprehensive income
Net income $7,439 7,439
Other comprehensive income,
net of tax
Foreign currency translation
adjustments (85)
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Other comprehensive income (85) (85)
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Comprehensive income $7,354
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-------
Shares used for acquisitions
Purchase of treasury shares
Stock options exercised,
including related tax
benefits
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BALANCE AT JUNE 30, 1998 $56,589 ($1,512) 11,895,861 $119
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<CAPTION>
ADDITIONAL TREASURY STOCK
PAID-IN ------------------- STOCKHOLDERS'
CAPITAL SHARES AMOUNT EQUITY
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<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 $43,143 880,014 ($15,882) $75,103
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Comprehensive income
Net income 7,439
Other comprehensive income,
net of tax
Foreign currency translation
adjustments
Other comprehensive income (85)
Comprehensive income
Shares used for acquisitions 91 (28,675) 613 704
Purchase of treasury shares 232,555 (5,802) (5,802)
Stock options exercised,
including related tax
benefits (461) (40,724) 914 453
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BALANCE AT JUNE 30, 1998 $42,773 1,043,170 ($20,157) $77,812
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</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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HOLOPHANE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION - The condensed consolidated balance sheet as of June 30,
1998, the condensed consolidated statements of income for the three months ended
June 30, 1998 and June 30, 1997 and the condensed consolidated statements of
income, cash flows and stockholders' equity for the six months ended June 30,
1998 and June 30, 1997 have been prepared by the Company, without audit. In the
opinion of management, all adjustments, which include only normal recurring
adjustments, necessary to present fairly the financial position, results of
operations, changes in stockholders' equity and changes in cash flows for all
periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's December 31, 1997 annual report on Form 10-K. The results of
operations for the six month period ended June 30, 1998 are not necessarily
indicative of the operating results for the full year.
CLASSIFICATION OF INVENTORY
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1998 1997
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<S> <C> <C>
Raw Materials $10,008 $7,610
Work in Process 5,252 3,850
Finished Goods 2,521 1,838
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TOTAL 17,781 13,298
Less Valuation Allowance (893) (647)
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TOTAL $16,888 $12,651
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</TABLE>
6
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS
COMPARISON OF SECOND QUARTER 1998 TO SECOND QUARTER 1997
Second quarter 1998 includes the results of operations for Holophane, S.A. de
C.V., ("HSA") acquired in June 1998. The Company acquired all of the stock of
HSA, a franchisee located in Mexico City, from ID Mexico, a closely held
company. HSA has manufactured and marketed certain of the Company's lighting
products since 1962.
Worldwide net sales for the second quarter of 1998 were $51.5 million, up
$2.8 million, or approximately 6% from second quarter 1997. Excluding HSA,
sales increased approximately 4% in the quarter. Second quarter sales in the
United States increased 6% compared to 1997 due to strong growth in outdoor
and fluorescent products. European sales in local currency were down
approximately 22% compared to second quarter 1997, reflecting soft business
conditions in Germany. Canadian sales were up approximately 39% in local
currency compared to 1997 due to generally stronger business conditions.
Gross margin percent was 38.4% in 1998 compared to 38.6% in 1997. Operating
income was $7.0 million, up from $6.5 million. Higher volume was offset by
higher selling, administrative and other expenses. Total operating expenses in
the quarter were $12.8 million, up from $12.3 million in 1997.
Net interest expense decreased by $0.1 million in 1998 due to lower average
outstanding indebtedness and lower interest rates.
The tax rate in 1998 was 37.7%, up from 36.5% in 1997. The higher effective
income tax rate in 1998 is primarily due to the elimination of the valuation
allowance for foreign NOL's resulting in no tax expense on Canadian income in
1997.
Net income and diluted earnings per share were $4.2 million and $0.37,
respectively, compared with $3.9 million and $0.34 in 1997. Basic earnings per
share were $0.38 compared to $0.35.
COMPARISON OF FIRST SIX MONTHS 1998 TO FIRST SIX MONTHS 1997
Net sales for the 1998 period were $98.7 million, up $3.7 million or
approximately 4% from the same period in 1997. Sales in the United States
increased approximately 4% compared to 1997 due to strong growth in outdoor
and fluorescent products. In local currencies, European sales have decreased
approximately 10% compared to the prior year period due to soft business
conditions in Germany and Canadian sales have increased approximately 23%
compared to 1997 due to generally stronger business conditions.
7
<PAGE>
Gross margin percent was 38.6% in 1998 and 1997. Operating income in 1998 was
$12.4 million compared to $11.9 million in 1997. The increase in operating
income is due to higher volume, offset by higher operating expenses. Operating
expenses for the year are $25.7 million, up from $24.8 million in 1997.
Net interest expense decreased by $0.2 million in 1998 compared to 1997. The
decrease in interest expense was due to lower average outstanding indebtedness
and lower interest rates.
The tax rate in 1998 was 37.2%, up from 37.0% in 1997. The higher effective
income tax rate in 1998 is primarily due to the elimination of the valuation
allowance for foreign NOL's resulting in no tax expense on Canadian income in
1997.
Net income and diluted earnings per share were $7.4 million and $0.66,
respectively, compared with $7.0 million and $0.60 in 1997. Basic earnings per
share were $0.68 compared to $0.62.
CAPITAL RESOURCES AND LIQUIDITY
The Company has an unsecured $30 million three-year revolving credit commitment
through National City Bank. The commitment expires on April 1, 2001. At June
30, 1998, the Company had $8 million available under this arrangement. Cash on
hand, funds generated from operations and amounts available under the credit
agreement are expected to adequately fulfill Holophane's anticipated
requirements for the remainder of 1998.
Working capital was $32.9 million as of June 30, 1998, up $6.1 million from
year-end 1997. $5.1 million of the increase is the result of the acquisition of
HSA. Cash has decreased by $7.6 million and current maturities of $6.3 million
have been reclassified to long term debt due to the new three-year revolving
credit commitment.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Except for historical information contained herein, the matters set forth
in this filing constitute forward-looking statements that are dependent on
certain risks and uncertainties including such factors, among others, as weather
conditions throughout the remainder of the fiscal year, the general state of the
national and international economies and other risks detailed in the Company's
Securities Exchange Act of 1934 filings.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On April 30, 1998, Holophane Corporation held its annual meeting of
stockholders (the "Annual Meeting"). At the close of business on the
record date, 10,990,200 shares of Common Stock were outstanding and
entitle to vote at the Annual Meeting. At the Annual Meeting,
9,547,577, or 86.87% of the outstanding shares of Common Stock
entitled to vote were represented in person or by proxy.
(b) Directors elected at the Annual Meeting:
John R. DallePezze and Anthony P. Scotto
9,500,908 For 46,669 Withheld
Directors whose term of office as a director continued after the
Annual Meeting:
William R. Michaels, Tadd C. Seitz and Jeffrey M. Wilkins
(c) See Item 4(b) for the voting results for directors.
Proposal to ratify the selection of Deloitte & Touche LLP as the
auditors of Holophane Corporation for the 1998 fiscal year:
9,521,515 For 5,320 Against 20,742 Abstain and Broker Non-Vote
Proposal to approve the Holophane Corporation Employee Stock Option
Plan:
9,382,981 For 129,378 Against 35,218 Abstain and Broker Non-Vote
9
<PAGE>
Each proposal was approved by more than the requisite number of
stockholders.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not Applicable.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Holophane
has duly caused this report to be signed on its behalf of the undersigned
thereunto duly authorized.
HOLOPHANE CORPORATION
(Registrant)
DATE: July 22, 1998 /s/ Bruce A. Philp
-----------------------------
Bruce A. Philp
Vice President, Finance and
Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 4,085
<SECURITIES> 0
<RECEIVABLES> 34,292
<ALLOWANCES> 1,409
<INVENTORY> 16,888
<CURRENT-ASSETS> 58,367
<PP&E> 100,032
<DEPRECIATION> 51,564
<TOTAL-ASSETS> 133,392
<CURRENT-LIABILITIES> 25,494
<BONDS> 22,386
0
0
<COMMON> 119
<OTHER-SE> 77,693
<TOTAL-LIABILITY-AND-EQUITY> 133,392
<SALES> 98,700
<TOTAL-REVENUES> 98,700
<CGS> 60,605
<TOTAL-COSTS> 25,041
<OTHER-EXPENSES> 689
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 704
<INCOME-PRETAX> 11,850
<INCOME-TAX> 4,411
<INCOME-CONTINUING> 7,439
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,439
<EPS-PRIMARY> 0.68
<EPS-DILUTED> 0.66
</TABLE>
