<PAGE> 1
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 MARCH 31, 1999
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
HOLOPHANE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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
March 31, 1999: 10,587,742
<PAGE> 2
HOLOPHANE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Income for the three months
ended March 31, 1999 and March 31, 1998 (unaudited).................................. 1
Condensed Consolidated Balance Sheets as of March 31, 1999
(unaudited) and December 31, 1998.................................................... 2
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and March 31, 1998 (unaudited)........................... 3
Condensed Consolidated Statement of Stockholders' Equity as of
March 31, 1999 (unaudited)........................................................... 4
Notes to Condensed Consolidated Financial Statements................................. 5 - 6
Management Discussion and Analysis................................................... 7 - 9
PART II. OTHER INFORMATION.................................................................... 10
Signature............................................................................ 11
</TABLE>
<PAGE> 3
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Month Period Ended
------------------------
March 31, March 31,
1999 1998
- ---------------------------------------------------------------------
<S> <C> <C>
Net Sales $ 52,773 $ 47,247
Cost of Goods Sold 32,291 28,915
-------- --------
Gross Margin 20,482 18,332
Selling and Administrative Expenses 12,659 10,929
Research and Development 1,535 1,530
Other Expenses 178 490
-------- --------
Operating Income 6,110 5,383
Interest Expense 301 387
Interest Income (106) (149)
-------- --------
Income Before Income Taxes 5,915 5,145
Provision for Income Taxes 2,130 1,881
-------- --------
Net Income $ 3,785 $ 3,264
=====================================================================
Basic Earnings Per Share $ 0.36 $ 0.30
- ---------------------------------------------------------------------
Diluted Earnings Per Share $ 0.35 $ 0.29
- ---------------------------------------------------------------------
Weighted Average Number of Shares Outstanding:
Basic 10,584 11,029
Diluted 10,915 11,381
- ---------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 4
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
- --------------------------------------------------------------------
<S> <C> <C>
ASSETS
- --------------------------------------------------------------------
Cash and Equivalents $ 4,890 $ 5,535
Receivables 30,575 32,992
Inventory 17,011 15,705
Other Current Assets 3,746 3,522
- --------------------------------------------------------------------
TOTAL CURRENT ASSETS 56,222 57,754
- --------------------------------------------------------------------
Plant, Property and Equipment, Net 52,126 49,626
Intangibles 22,854 23,156
Other Assets 6,300 6,011
- --------------------------------------------------------------------
TOTAL ASSETS $137,502 $136,547
====================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities Excluding Debt $ 26,473 $ 23,721
Current Portion of Long Term Debt 273 278
Long Term Debt 15,186 21,249
Other Long Term Liabilities 9,236 9,101
Stockholders' Equity 86,334 82,198
- --------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $137,502 $136,547
====================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Three Month Period Ended
------------------------
March 31, March 31,
1999 1998
- -----------------------------------------------------------------------
<S> <C> <C>
Net cash provided by operating activities: $ 10,408 $ 6,958
- -----------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (4,570) (3,481)
Other (373) (659)
-------- --------
Net cash used in investing activities: (4,943) (4,140)
- -----------------------------------------------------------------------
Cash flows from financing activities:
Principal payments on long term debt (6,168) (21,760)
Proceeds from long term debt 100 18,752
Purchase of treasury shares 0 (2,391)
Proceeds from the sale of treasury shares 67 275
-------- --------
Net cash used in financing activities: (6,001) (5,124)
- -----------------------------------------------------------------------
Effects of exchange rate changes on cash: (109) 56
- -----------------------------------------------------------------------
Net increase/(decrease) in cash and equivalents: (645) (2,250)
- -----------------------------------------------------------------------
Cash and equivalents at beginning of period: 5,535 11,709
- -----------------------------------------------------------------------
Cash and equivalents at end of period: $ 4,890 $ 9,459
- -----------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
HOLOPHANE CORPORATION AND SUBSIDIARIES
($ in thousands)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
========================= PAID-IN RETAINED =======================
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 11,895,861 $ 119 $ 42,760 $ 68,359 1,333,413 ($ 26,706)
Comprehensive income
Net income 3,785
Translation adjustments
(net of tax benefit of $0)
Comprehensive income
Shares used for acquisitions 141 (15,910) 267
Stock options exercised, including
related tax benefits (163) (9,384) 230
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999 11,895,861 $ 119 $ 42,738 $ 72,144 1,308,119 ($ 26,209)
=============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMPREHENSIVE STOCKHOLDERS'
INCOME/(DEFICIT) EQUITY
- -------------------------------------------------------------------------
<S> <C> <C>
BALANCE AT DECEMBER 31, 1998 ($ 2,334) $ 82,198
Comprehensive income
Net income 3,785
Translation adjustments
(net of tax benefit of $0) (124) (124)
-----------
Comprehensive income 3,661
Shares used for acquisitions 408
Stock options exercised, including
related tax benefits 67
- -------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999 ($ 2,458) $ 86,334
=========================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 7
HOLOPHANE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation - The condensed consolidated balance sheets as of March
31, 1999 and December 31, 1998, and the condensed consolidated statements of
income and cash flows for the three months ended March 31, 1999 and March 31,
1998 and the condensed consolidated statement of stockholders' equity for the
three months ended March 31, 1999 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, 1998 annual report on Form 10-K. The results of
operations for the three month period ended March 31, 1999 are not necessarily
indicative of the operating results for the full year.
Classification of Inventory
(in thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
(UNAUDITED)
MARCH 31, 1999 DECEMBER 31, 1998
- -----------------------------------------------------------------
<S> <C> <C>
Raw materials $ 8,860 $ 8,973
Work in process 6,178 4,869
Finished goods 2,619 2,498
- -----------------------------------------------------------------
TOTAL 17,657 16,340
Less valuation allowance (646) (635)
- -----------------------------------------------------------------
TOTAL $ 17,011 $ 15,705
=================================================================
</TABLE>
5
<PAGE> 8
Segment Information - The Company operates predominantly in one industry
segment, that being the design, manufacture and sale of lighting fixtures. The
following table presents information about the Company managed by geographic
area (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1999 MARCH 31, 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C>
NET SALES TO CUSTOMERS
United States $44,444 $41,271
Europe 6,015 5,714
Other 4,359 2,313
- ----------------------------------------------------------------------------------------
TOTAL $54,818 $49,298
========================================================================================
TRANSFERS BETWEEN GEOGRAPHIC AREAS
(eliminated in consolidation)
United States $ 2,024 $ 2,021
Other 21 30
- ----------------------------------------------------------------------------------------
TOTAL $ 2,045 $ 2,051
========================================================================================
OPERATING INCOME
United States $ 5,293 $ 4,948
Europe 595 393
Other 222 42
- ----------------------------------------------------------------------------------------
TOTAL $ 6,110 $ 5,383
========================================================================================
</TABLE>
No material changes have occurred in total assets since December 31, 1998.
6
<PAGE> 9
MANAGEMENT DISCUSSION AND ANALYSIS
COMPARISON OF FIRST QUARTER 1999 TO FIRST QUARTER 1998
First quarter 1999 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 licensee 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 first quarter were $52.8 million, up 12% from 1998.
Excluding HSA, net sales increased 7%. Sales in the United States increased 8%
compared to 1998. European sales in local currency were up 8% compared to 1998.
Canadian sales were up 10% in local currency compared to 1998.
Total operating expenses in the quarter were $14.4 million, up 11% from 1998.
Adjusting for HSA, total operating expenses were up less than 5%.
Operating income was $6.1 million, up 14% from prior year, due principally to
higher sales volume partially offset by higher operating expenses.
Net interest expense was $0.2 million in 1999, essentially flat with prior year.
Debt decreased $6.1 million from year-end.
The income tax rate for the quarter was 36.0%, down from 36.6% in 1998. The
reduction in the effective tax rate is the result of tax credits associated with
a dividend received from the Company's European subsidiary.
Net income and diluted earnings per share were $3.8 million and $0.35,
respectively, compared with $3.3 million and $0.29 in 1998. Basic earnings per
share were $0.36 compared to $0.30.
CAPITAL RESOURCES, LIQUIDITY AND OTHER
In March 1998, the company completed the refinancing of its multibank term and
revolving credit agreement that was put in place at the time of the 1993 Initial
Public Offering. The new credit facility, an unsecured $30 million three-year
revolving credit commitment through National City Bank, will simplify structure,
reduce interest costs and more appropriately reflects the financial strength of
the company. In March 1998, the company expensed unamortized debt issuance costs
relating to the old credit agreement which reduced diluted earnings per share by
$0.01 in the quarter.
Working capital was $29.5 million as of March 31, 1999, a decrease of $4.3
million from year-end 1998 due primarily to higher trade payables and accrued
income taxes.
7
<PAGE> 10
Cash on hand, funds generated from operations and amounts available under the
credit agreement are expected to adequately fulfill Holophane's anticipated
operating requirements for the remainder of 1999 and in the foreseeable future.
YEAR 2000 ISSUE
Background
Holophane initiated the formal process of conducting a systematic audit of all
business systems, facilities, products and computing hardware for the Year 2000
in February 1997. The company employed a multi-step approach in connection with
its Year 2000 Project, each step designed to evaluate specific critical business
systems within the company as well as communicating with external service
providers and other suppliers to understand their plan to remedy their own Year
2000 issues.
Based on the results of our investigations, Holophane date sensitive business
systems will be modified and tested as required to handle date information
before, during and after midnight December 31, 1999, including data input,
output and calculations comparing dates and portions of dates.
Project
The company conducted an evaluation of the impact of Year 2000 on information
systems and developed an evaluation matrix from which Year 2000 compliance could
be monitored. Financial systems used by the company are vendor software products
that are certified by the vendor as Year 2000 ready releases. Nonetheless, the
company will test the financial systems during 1999. An outside consulting firm
conducted a separate study of in-house manufacturing systems and, as of the date
of this filing, all in-house manufacturing systems have been modified and
successfully tested for Year 2000. A separate evaluation of manufacturing
equipment is underway and will be completed in 1999. All network systems were
either migrated or upgraded to match Year 2000 ready local area network (LAN)
systems. Current installed LAN server equipment is Year 2000 ready. Personal
computers, phone systems, timekeeping and security systems are being evaluated
and will be Year 2000 ready prior to December 31, 1999.
None of the company's other information technology projects have been delayed
due to the implementation of the Year 2000 project.
Costs
Holophane estimates that the total cumulative cost of the project will be
approximately $200,000 which includes both internal and external personnel costs
related to modifying the systems. All costs related to the project are being
expensed as incurred. The costs of the project and the expected completion dates
are based on management's best estimate.
8
<PAGE> 11
Risks
At this time, the company believes its most reasonable worst case scenario is
that key suppliers or service providers who have not resolved their own Year
2000 issue may cause a disruption of service to the company's critical business
processes, which in turn could affect the company's ability to manufacture and
deliver product. The company has initiated formal inquiries with suppliers with
which it has active contracts to determine the extent to which the company is
vulnerable to those third parties' failure to remediate their own Year 2000
issue. The company cannot predict the outcome of other companies' remediation
efforts.
Contingency Plans
The company has an ongoing business interruption contingency plan to address
internal and external issues specific to the Year 2000 problem, to the extent
practicable. Depending on the status of third party Year 2000 readiness, these
plans include changing suppliers, advanced purchases of critical inventory and
extending production scheduling.
Forward Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The preceding "Year 2000 Issue" discussion contains various
forward-looking statements which represent the company's belief or expectations
regarding future events. All forward-looking statements involve a number of
risks and uncertainties that could cause the actual results to differ materially
from the projected results. Factors that may cause these differences include,
but are not limited to, the availability of information technology resources;
the ability to identify and remediate all date sensitive computer code in
affected systems or equipment; the actions of third parties with respect to Year
2000 problems and other risks detailed in the Company's Securities Exchange Act
of 1934 filing.
9
<PAGE> 12
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
Not Applicable.
ITEM 5. Other Information
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K
Not Applicable.
10
<PAGE> 13
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: April 16, 1999 /s/ Bruce A. Philp
---------------- --------------------------------------
Bruce A. Philp
Vice President, Finance and
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,890
<SECURITIES> 0
<RECEIVABLES> 31,948
<ALLOWANCES> 1,373
<INVENTORY> 17,011
<CURRENT-ASSETS> 56,222
<PP&E> 107,772
<DEPRECIATION> 55,646
<TOTAL-ASSETS> 137,502
<CURRENT-LIABILITIES> 26,746
<BONDS> 15,186
0
0
<COMMON> 119
<OTHER-SE> 86,334
<TOTAL-LIABILITY-AND-EQUITY> 137,502
<SALES> 52,773
<TOTAL-REVENUES> 52,773
<CGS> 32,291
<TOTAL-COSTS> 14,194
<OTHER-EXPENSES> 178
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 301
<INCOME-PRETAX> 5,915
<INCOME-TAX> 2,130
<INCOME-CONTINUING> 3,785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,785
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.35
</TABLE>
