<PAGE> 1
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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, 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
June 30, 1999: 10,564,266
================================================================================
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HOLOPHANE CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
INDEX
-----
PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Income for the three months
ended June 30, 1999 and June 30, 1998 (unaudited)............... 1
Condensed Consolidated Statements of Income for the six months
ended June 30, 1999 and June 30, 1998 (unaudited)............... 2
Condensed Consolidated Balance Sheets as of June 30, 1999
(unaudited) and December 31, 1998............................... 3
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1999 and June 30, 1998 (unaudited)........ 4
Condensed Consolidated Statement of Stockholders' Equity as of
June 30, 1999 (unaudited)....................................... 5
Notes to Condensed Consolidated Financial Statements............ 6 - 7
Management Discussion and Analysis.............................. 8 - 11
PART II. OTHER INFORMATION...............................................12 - 13
Signature....................................................... 14
<PAGE> 3
<TABLE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands except per share data)
<CAPTION>
Three Month Period Ended
------------------------
June 30, June 30,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $58,730 $51,453
Cost of Goods Sold 35,751 31,690
------- -------
Gross Margin 22,979 19,763
Selling and Administrative Expenses 13,572 11,109
Research and Development 1,617 1,473
Other Expenses 223 199
------- -------
Operating Income 7,567 6,982
Interest Expense 244 317
Interest Income (36) (40)
------- -------
Income Before Income Taxes 7,359 6,705
Provision for Income Taxes 2,557 2,530
------- -------
Net Income 4,802 4,175
================================================================================
Basic Earnings Per Share $0.45 $0.38
- --------------------------------------------------------------------------------
Diluted Earnings Per Share $0.44 $0.37
- --------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding:
Basic 10,597 10,910
Diluted 11,028 11,306
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 4
<TABLE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands except per share data)
<CAPTION>
Six Month Period Ended
----------------------
June 30, June 30,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $111,503 $98,700
Cost of Goods Sold 68,042 60,605
-------- -------
Gross Margin 43,461 38,095
Selling and Administrative Expenses 26,231 22,038
Research and Development 3,152 3,003
Other Expenses 401 689
-------- -------
Operating Income 13,677 12,365
Interest Expense 545 704
Interest Income (142) (189)
-------- -------
Income Before Income Taxes 13,274 11,850
Provision for Income Taxes 4,687 4,411
-------- -------
Net Income 8,587 7,439
================================================================================
Basic Earnings Per Share $0.81 $0.68
- --------------------------------------------------------------------------------
Diluted Earnings Per Share $0.78 $0.66
- --------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding:
Basic 10,599 10,969
Diluted 10,980 11,343
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 5
<TABLE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)
<CAPTION>
June 30, December 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
- --------------------------------------------------------------------------------
Cash and Equivalents $ 3,932 $ 5,535
Receivables 36,207 32,992
Inventory 17,916 15,705
Other Current Assets 4,544 3,522
- --------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 62,599 57,754
- --------------------------------------------------------------------------------
Plant, Property and Equipment, Net 54,309 49,626
Intangibles 22,987 23,156
Other Assets 6,254 6,011
- --------------------------------------------------------------------------------
TOTAL ASSETS $146,149 $136,547
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities Excluding Debt $ 27,099 $ 23,721
Current Portion of Long Term Debt 268 278
Long Term Debt 19,625 21,249
Other Long Term Liabilities 9,118 9,101
Stockholders' Equity 90,039 82,198
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $146,149 $136,547
================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
<TABLE>
HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<CAPTION>
Six Month Period Ended
----------------------
June 30 June 30
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Net cash flow provided by operating activities $10,327 $ 2,702
- --------------------------------------------------------------------------------
Investing activities:
Capital expenditures (8,945) (6,770)
Other (342) (1,292)
------- --------
Net cash used in investing activities (9,287) (8,062)
- --------------------------------------------------------------------------------
Financing activities:
Principal payments of long term debt (9,804) (26,610)
Proceeds from long term debt 8,170 29,752
Purchase of treasury shares (1,004) (5,802)
Proceeds from the sales of treasury shares 230 453
------- --------
Net cash used in financing activities (2,408) (2,207)
- --------------------------------------------------------------------------------
Effects of exchange rate changes on cash (235) (57)
- --------------------------------------------------------------------------------
Net increase/(decrease) in cash and equivalents (1,603) (7,624)
- --------------------------------------------------------------------------------
Cash and equivalents at beginning of period 5,535 11,709
- --------------------------------------------------------------------------------
Cash and equivalents at end of period $ 3,932 $ 4,085
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 7
<TABLE>
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
HOLOPHANE CORPORATION AND SUBSIDIARIES
($ in thousands)
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL TREASURY STOCK OTHER
----------------- PAID-IN RETAINED ------------------- COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT INCOME/(DEFICIT) EQUITY
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 11,895,861 $119 $42,760 $68,359 1,333,413 $(26,706) $(2,334) $82,198
Comprehensive income
Net income 8,587 8,587
Translation adjustments
(net of tax benefit of $0) (381) (381)
-------
Comprehensive income 8,206
Shares used for acquisitions 141 (15,910) 267 408
Purchase of treasury shares 36,100 (1,004) (1,004)
Stock options exercised,
including related tax
benefits (280) (22,008) 511 231
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1999 11,895,861 $119 $42,621 $76,946 1,331,595 $(26,932) $(2,715) $90,039
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 8
HOLOPHANE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
Basis of Presentation - The condensed consolidated balance sheet as of June 30,
1999, the condensed consolidated statements of income for the three months ended
June 30, 1999 and June 30, 1998 and the condensed consolidated statements of
income, cash flows and stockholders' equity for the six months ended June 30,
1999 and June 30, 1998 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 six month period ended June 30, 1999 are not necessarily
indicative of the operating results for the full year.
<TABLE>
Classification of Inventory
- ---------------------------
(in thousands)
<CAPTION>
---------------------------------------------------------------------
(UNAUDITED)
JUNE 30, 1999 DECEMBER 31, 1998
---------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 9,371 $ 8,973
Work in process 5,924 4,869
Finished goods 3,345 2,498
---------------------------------------------------------------------
TOTAL 18,640 16,340
Less valuation allowance (724) (635)
---------------------------------------------------------------------
TOTAL $17,916 $15,705
=====================================================================
</TABLE>
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):
6
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<TABLE>
<CAPTION>
--------------------------------------------------------------------------
JUNE 30, 1999 JUNE 30, 1998
--------------------------------------------------------------------------
<S> <C> <C>
NET SALES TO CUSTOMERS
United States $ 90,832 $81,337
Europe 11,159 10,580
Other 9,512 6,783
--------------------------------------------------------------------------
TOTAL $111,503 $98,700
==========================================================================
TRANSFERS BETWEEN GEOGRAPHIC AREAS
(eliminated in consolidation)
United States $ 4,051 $ 4,643
Europe 51 176
--------------------------------------------------------------------------
TOTAL $ 4,102 $ 4,819
==========================================================================
OPERATING INCOME
United States $ 12,646 $11,283
Europe 669 646
Other 362 436
--------------------------------------------------------------------------
TOTAL $ 13,677 $12,365
==========================================================================
</TABLE>
No material changes have occurred in total assets since December 31, 1998.
7
<PAGE> 10
MANAGEMENT DISCUSSION AND ANALYSIS
- ----------------------------------
COMPARISON OF SECOND QUARTER 1999 TO SECOND QUARTER 1998
Second 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 second quarter of 1999 were $58.7 million, up $7.3
million, or 14% from second quarter 1998. Excluding HSA, sales increased
approximately 12% in the quarter. Second quarter sales in the United States
increased 15% compared to 1998 due to strong growth in outdoor and fluorescent
products. European sales in local currency were up 10% compared to second
quarter 1998, reflecting strong business conditions in Germany. Canadian sales
were down 27% in local currency compared to 1998 due to generally weaker
business conditions.
Gross margin percent was 39.1% in 1999 compared to 38.4% in 1998. Operating
income was $7.6 million, up from $7.0 million. The increase in operating income
is due to higher volume, partially offset by higher selling, administrative and
other expenses. Total operating expenses in the quarter were $15.4 million, up
from $12.8 million in 1998.
Net interest expense decreased by less than $0.1 million in 1999 due to lower
average interest rates.
The tax rate in 1998 was 34.7%, down from 37.7% in 1998. The reduction in the
effective income tax rate is primarily the result of tax credits associated with
a dividend received from the Company's European subsidiary.
Net income and diluted earnings per share were $4.8 million and $0.44,
respectively, compared with $4.2 million and $0.37 in 1998. Basic earnings per
share were $0.45 compared to $0.38.
On June 21, 1999, National Service Industries ("NSI") and the Company announced
they had signed a definitive agreement under which NSI would acquire Holophane
for $38.50 per share in cash. The transaction was approved unanimously by the
boards of directors of both companies and is expected to be completed in the
fourth quarter of NSI's fourth quarter.
COMPARISON OF FIRST SIX MONTHS 1999 TO FIRST SIX MONTHS 1998
Net sales for the 1999 period were $111.5 million, up $12.8 million or 13% from
the same period in 1998. Sales in the United States increased approximately 12%
compared to 1998 due to strong growth in outdoor and fluorescent products. In
local currencies, European sales have increased 9% compared to the prior year
period due primarily to strong business conditions in Germany and Canadian sales
have decreased 12% compared to 1998 due to generally weaker business conditions.
8
<PAGE> 11
Gross margin percent was 39.0% in 1999 compared to 38.6% in 1998. Operating
income in 1999 was $13.7 million compared to $12.4 million in 1998. The increase
in operating income is due to higher volume, partially offset by higher
operating expenses. Operating expenses for the year are $29.8 million, up from
$25.7 million in 1998.
Net interest expense decreased by $0.1 million in 1999 compared to 1998. The
decrease in interest expense was due to lower average interest rates.
The tax rate in 1999 was 35.3%, down from 37.2% in 1998. The reduction in the
effective income tax rate is primarily the result of tax credits associated with
a dividend received from the Company's European subsidiary.
Net income and diluted earnings per share were $8.6 million and $0.78,
respectively, compared with $7.4 million and $0.66 in 1998. Basic earnings per
share were $0.81 compared to $0.68.
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,
1999, the Company had $10.5 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 1999.
Working capital was $35.2 million as of June 30, 1999, up $1.5 million from
year-end 1998 due primarily to seasonal volume related increases in receivables
and inventory offset by higher payables and compensation accruals.
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.
9
<PAGE> 12
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.
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
10
<PAGE> 13
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.
11
<PAGE> 14
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 29, 1999, Holophane Corporation held its annual
meeting of stockholders (the "Annual Meeting"). At the close
of business on the record date, 10,586,541 shares of Common
Stock were outstanding and entitle to vote at the Annual
Meeting. At the Annual Meeting, 9,074,378, or 85.72% of the
outstanding shares of Common Stock entitled to vote were
represented in person or by proxy.
(b) Directors elected at the Annual Meeting:
Tadd C. Seitz and Jeffrey M. Wilkins
9,027,309 For 50,189 Withheld
Directors whose term of office as a director continued after
the Annual Meeting:
John R. DallePezze, William R. Michaels and Robert L. Purdum
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 1999 fiscal
year:
9,054,322 For 405 Against 9,650 Abstain and Broker Non-Vote
This proposal was approved by more than the requisite number
of stockholders.
12
<PAGE> 15
ITEM 5. Other Information
-----------------
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
Not Applicable.
13
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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 15, 1999 /s/ Bruce A. Philp
--------------- ------------------------------
Bruce A. Philp
Vice President, Finance and
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,932
<SECURITIES> 0
<RECEIVABLES> 36,207
<ALLOWANCES> 1,343
<INVENTORY> 17,916
<CURRENT-ASSETS> 62,599
<PP&E> 111,996
<DEPRECIATION> 57,687
<TOTAL-ASSETS> 146,149
<CURRENT-LIABILITIES> 27,367
<BONDS> 19,625
0
0
<COMMON> 119
<OTHER-SE> 90,039
<TOTAL-LIABILITY-AND-EQUITY> 146,149
<SALES> 111,503
<TOTAL-REVENUES> 111,503
<CGS> 68,042
<TOTAL-COSTS> 29,383
<OTHER-EXPENSES> 401
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 545
<INCOME-PRETAX> 13,274
<INCOME-TAX> 4,687
<INCOME-CONTINUING> 8,587
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,587
<EPS-BASIC> 0.81
<EPS-DILUTED> 0.78
</TABLE>
