<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1998
Commission File Number: 0-21345
CONTROL DEVICES, INC.
-------------------------------------
(Exact name of Registrant as specified in Charter)
Indiana 01-0490335
- ---------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer identification No.)
incorporation of organization)
228 Northeast Road Standish, Maine 04084
- ---------------------------------- ---------
(Address of principal executive offices) (Zip Code)
The Company's telephone number, including area code: (207) 642-4535
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 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.
Common Shares, no par value: 6,632,993 shares as of April 15, 1997.
<PAGE>
CONTROL DEVICES, INC.
INDEX
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
PART I: FINANCIAL INFORMATION
- ------------------------------
ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 1998 (Unaudited)
and December 31, 1997 3
Consolidated Statements of Income (Unaudited) for the Three
Months Ended March 31, 1998 and 1997 4
Consolidated Statement of Shareholders' Equity (Unaudited) for
the Three Months Ended March 31, 1998 and 1997 5
Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 1998 and 1997 6-7
Notes to Consolidated Financial Statements 8-10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-12
PART II: OTHER INFORMATION
- ---------------------------
ITEMS 1-5: OTHER INFORMATION 13
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 13
- ----------
</TABLE>
2
<PAGE>
CONTROL DEVICES, INC.
---------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Thousands of dollars, except share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
ASSETS (Unaudited)
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,170 $ 9,996
Receivables, less allowance for doubtful
accounts of $562 and $468, respectively 12,435 11,311
Inventories 6,664 6,414
Other current assets 1,519 1,595
------- -------
Total current assets 29,788 29,316
PROPERTY, PLANT AND EQUIPMENT, net 14,127 14,262
GOODWILL, net 7,423 7,471
------- -------
$51,338 $51,049
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long term debt $ 576 $ 612
Short-term debt 263 320
Accounts payable 5,361 5,706
Accrued employee benefits 3,618 4,250
Accrued expenses 3,291 3,403
------- -------
Total current liabilities 13,109 14,291
LONG-TERM DEBT 221 640
OTHER LIABILITIES 2,028 2,029
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS EQUITY:
Common Shares, no par value;
16,000,000 authorized and
6,630,496 issued and outstanding 20,051 20,014
Foreign currency translation adjustment (622) (554)
Retained earnings 16,551 14,629
------- -------
Total shareholders' equity 35,980 34,089
------- -------
$51,338 $51,049
======= =======
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
CONTROL DEVICES, INC.
---------------------
CONSOLIDATED STATEMENTS OF INCOME
----------------------------------
(Thousands of dollars, except share and per share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended
March 31,
1998 1997
------ ------
<S> <C> <C>
Net sales $ 19,277 $ 17,287
Cost of sales 12,621 10,814
---------- ----------
Gross profit 6,656 6,473
Selling, general and administrative expenses 2,783 2,750
Research and development 1,253 1,083
---------- ----------
4,036 3,833
---------- ----------
Operating income 2,620 2,640
Interest expense (income), net (31) 87
---------- ----------
Income before income taxes 2,651 2,553
Income tax provision 729 1,017
---------- ----------
Net income $ 1,922 $ 1,536
========== ==========
Earnings per share:
Basic $0.29 $0.23
Diluted $0.27 $0.23
Weighted average number of common shares and
equivalents outstanding
Basic 6,630,496 6,617,603
Diluted 7,007,422 6,767,767
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CONTROL DEVICES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
(Thousands of dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
Foreign
Currency
Common Translation Retained
Shares Adjustment Earnings Total
------------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
BALANCE at December 31, 1996 $19,917 $(314) $ 8,726 $28,329
Net income - - 1,536 1,536
Foreign currency translation adjustment - (145) - (145)
---------------------------------------------------------
BALANCE at March 31, 1997 $19,917 $(459) $10,262 $29,720
=========================================================
BALANCE at December 31, 1997 $20,014 $(554) $14,629 $34,089
Net income - - 1,922 1,922
Foreign currency translation adjustment - (68) - (68)
Issuance of Common Shares 37 37
---------------------------------------------------------
BALANCE at March 31, 1998 $20,051 $(622) $16,551 $35,980
=========================================================
</TABLE>
5
<PAGE>
CONTROL DEVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $ 1,922 $1,536
Adjustments to reconcile net income
to cash provided by operations:
Depreciation and amortization 688 607
Deferred income taxes 15 (55)
Changes in assets and liabilities:
(Increase) decrease in receivables (1,280) (421)
(Increase) decrease in inventories (322) (366)
(Increase) decrease in other
current assets 83 (390)
Increase (decrease) in accounts
payable (231) 411
Increase (decrease) in accrued
employee benefits (602) (680)
Increase (decrease) in accrued
expenses (77) 1,173
Increase (decrease) in other
long-term liabilities (10) 38
------- ------
Cash provided by operations 186 1,853
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (563) (864)
------- ------
Cash used in investing activities (563) (864)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (441) (459)
Net change in short-term debt (47) (82)
Proceeds from issuance of Common Shares 37 -
------- ------
Cash used in financing activities (451) (541)
------- ------
EFFECT OF EXCHANGE RATES ON CASH 2 (10)
------- ------
Increase (decrease) in cash and cash
equivalents (826) 438
CASH AND CASH EQUIVALENTS, beginning of period 9,996 6,238
------- ------
CASH AND CASH EQUIVALENTS, end of period $ 9,170 $6,676
======= ======
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
SUPPLEMENTAL CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Three
Months
Ended
March 31,
1998 1997
------------ -------------
<S> <C> <C>
Cash paid for interest $ 77 $ 94
Cash paid for income taxes $ 277 $ 9
</TABLE>
The accompanying notes are an integral part of these statements.
SUPPLEMENTAL DISCLOSURE OF FINANCING AND INVESTING ACTIVITIES:
On December 15, 1997, the Company effected a 4-for-3 stock split of its Common
Shares which entitled each shareholder to receive one additional share for each
three outstanding Common Shares held of record as of the close of business on
December 1, 1997. All share and per share amounts in the accompanying financial
statements have been restated to give retroactive effect to the stock split.
7
<PAGE>
CONTROL DEVICES, INC.
---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(All information as of March 31, 1998 and for the three months
ended March 31, 1998 and 1997 is unaudited.)
(1) Organization and Basis of Presentation:
---------------------------------------
Control Devices, Inc. ("CDI"), which was organized on June 10, 1994, designs,
manufactures and markets circuit breakers, electronic ceramic components
parts and electronic sensors used by original equipment manufacturers
("OEMs") in the automotive, appliance and telecommunications markets. On
July 29, 1994, CDI purchased certain assets and liabilities (the "Business")
of GTE Control Devices Incorporated and Dominican Overseas Trading Company
(collectively, the "Seller"), indirect wholly-owned subsidiaries of GTE
Corporation.
On April 1, 1996, CDI purchased Realisations et Diffusion pour l'Industrie
("RDI"), which distributes CDI's circuit breakers, electronic sensors and
other manufacturers products in the Northern European market from its
headquarters near Paris, France. The "Company" refers to both CDI and RDI
and CDI's other consolidated subsidiaries.
The consolidated balance sheet as of March 31, 1998, the consolidated
statements of operations for the three months ended March 31, 1998 and 1997,
and the consolidated statements of shareholders' equity and cash flows for
the three months ended March 31, 1998 and 1997 have been prepared by the
Company and are unaudited. In the opinion of management, all adjustments
necessary to present fairly the financial position, results of operations and
cash flows at March 31, 1998 and 1997 have been made and all such adjustments
are of a normal recurring nature. The accounting policies followed during
the interim periods reported on are in conformity with generally accepted
accounting principles and are consistent with those applied for annual
periods. The results of operations for the three month period ended March 31,
1998 and 1997 are not necessarily indicative of the operating results for the
full year.
(2) Debt:
-----
Debt consists of the following as of March 31, 1998 and December 31, 1997 (in
thousands):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
RDI Notes $ 369 $ 738
RDI fixed rate loans 428 514
RDI short-term debt 263 320
------ ------
Total Debt $1,060 $1,572
Less: Current portion of long-term debt 576 612
Short-term debt 263 320
------ ------
Total Long-term Debt $ 221 $ 640
====== ======
</TABLE>
8
<PAGE>
The outstanding notes, issued by CDI in connection with the acquisition of
RDI (the "RDI Notes"), bear interest at 8% per annum and are due in three
equal annual installments commencing on April 1, 1997. CDI has the right to
prepay the RDI Notes at any time without premium.
The RDI fixed rate loans bear interest at the weighted average rate of 7.7%
and are secured by certain assets of RDI.
On October 8, 1996, Fleet Bank of Maine ("Fleet Bank") and the Company
entered into an agreement, pursuant to which Fleet Bank has agreed to provide
a $15.0 million revolving line of credit facility to the Company to fund
strategic acquisitions and, if needed, for working capital. The facility has
a maturity date of September 30, 1998. The facility has three interest rate
options consisting of (i) Fleet Bank's prime rate for daily rate borrowings,
(ii) Fleet Bank's cost of funds rate plus 1.5% for borrowings of 30 days or
less, or (iii) the corresponding London Interbank Offering Rate (LIBOR) plus
1.5% for borrowings of 30, 60, 90 or 180 days. The line of credit is
unsecured and contains certain financial and other covenants including but
not limited to, minimum tangible net worth, debt to net worth, and minimum
cash flow coverage. The financial covenants are to be met on a quarterly
basis. The Company is in compliance with all covenants as of March 31, 1998
and believes that the covenants will not restrict its future operations. To
date, there have been no borrowings under this line of credit facility.
RDI has various credit facilities available to it totaling $0.8 million with
rates ranging from 0.5% to 1.0% over the Paris Inter-Bank Offered Rate. As
of March 31, 1998, RDI had borrowings aggregating $0.3 million under these
facilities.
(3) Commitments and Contingencies:
------------------------------
The Company has various claims and contingent liabilities arising in the
ordinary conduct of business. In the opinion of management, they are not
expected to have a material adverse effect on the financial position of the
Company.
(4) Inventories:
------------
Inventories are stated at the lower of cost or market value. Cost of
inventories is determined by the first-in, first-out ("FIFO") method of
inventory valuation. Classes of inventories as of March 31, 1998 and
December 31, 1997 are as follows ( in thousands):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Raw materials and supplies $1,622 $1,345
Work - in - process 1,516 1,333
Finished goods 3,526 3,736
------ ------
$6,664 $6,414
====== ======
</TABLE>
9
<PAGE>
(5) Comprehensive Income:
---------------------
The company adopted SFAS No. 130. "Reporting Comprehensive Income" which
establishes standards for reporting and displaying comprehensive income and
its components. The following table reports comprehensive income for the
three months ended March 31, 1998 and 1997.
<TABLE>
<CAPTION>
Three Months ended
March 31,
1998 1997
------ ------
<S> <C> <C>
Net income $1,922 $1,536
------ ------
Other Comprehensive income (expense), net of tax:
Foreign currency translation adjustments (68) (145)
------ ------
Other comprehensive income (expense) (68) (145)
Comprehensive income $1,854 $1,391
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
Net sales in the three months ended March 31, 1998 was $19.3 million an increase
of $2.0 million or 12% compared to the same period in 1997, which was a result
of growth in the automotive sensor and ceramic product areas. Sensor sales
increased 50% to $3.9 million for the three months ended March 31, 1998, as a
result of increased twilight sensor shipments. Ceramic sales increased 21% to
$1.8 million for the three months ended March 31, 1998 from $1.5 million in
1997, primarily due to increased Personal Communication System (PCS) related
orders.
Gross profit in the three months ended March 31, 1998 was $6.7 million an
increase of $0.2 million or 3% compared to the same period in 1997. As a
percentage of net sales, gross profit for the three months ended March 31, 1998
was 35% as compared to 37% for the same period in 1997. Gross margins, although
improving from fourth quarter 1997 levels, continued below first half 1997
levels as pricing pressures and lower margins associated with new sensor
products impact results. Overall gross margins will continue below historical
levels as competitive pressures associated with the higher growth sensor
business will impact overall results.
Selling, general and administrative (S,G&A) expenses in the three months ended
March 31, 1998 were $2.8 million equaling the three months ended March 31, 1997.
As a percentage of net sales, S,G&A expenses were 14% for the three months ended
March 31, 1998 as compared to 16% for the same period in 1997. This decline was
primarily the result of the increased sales volume without corresponding
increase in SG&A expense.
Research and development expenses in the three months ended March 31, 1998 were
$1.3 million an increase of $0.2 million or 16% as compared to the three months
ended March 31, 1997. As a percentage of net sales, research and development
expenses were 6% in 1998 equaling 1997 results.
Operating income in the three months ended March 31, 1998 was $2.6 million
equaling 1997 results. As a percentage of net sales, operating income was 14%
in the three months ended March 31, 1998 as compared to 15% for the three months
in 1997. The decrease in operating income, as a percentage of net sales, was a
result of lower gross margins.
Interest income for the three months ended March 31, 1998 was $31,000 compared
to $87,000 of interest expense in the three months ended March 31, 1997. The
decrease was due to the reduction of debt and increased income from cash
reserves.
The provision for income tax was $0.7 million for the three months ended March
31, 1998 compared to $1.0 million for the three months ended March 31, 1997.
The effective tax rate was 27% in the three months ended March 31, 1998 compared
to 40% in the same period of 1997. The reduction in the effective tax rate for
the first quarter can primarily be attributed to the benefit of the
international reorganization, which took place on January 1, 1998, which
resulted in certain income being tax at lower rates.
Net income was $1.9 million in the three months ended March 31, 1998 an increase
of $.4 million or 25%, compared to the three months ended March 31, 1997. The
increase in net income was a result of the decreased interest expense and the
reduction in the effective tax rate. As a percentage of net sales, net income
was 10% in the three months ended March 31, 1998 as compared to 9% in the three
months ended March 31, 1997.
11
<PAGE>
SEASONALITY
The Company's performance is dependent primarily on automotive vehicle
production which is seasonal in nature. The Company's revenues tend to be
somewhat lower in the third and fourth quarters as automotive OEM's schedule
plant tooling changeovers, vacations and holiday shutdowns.
LIQUIDITY AND CAPITAL RESOURCES
Since its formation and initial capitalization, the Company has financed its
operations and investments in property, equipment and the RDI acquisition
primarily through cash generated from operations.
Cash and cash equivalents totaled $9.2 million as of March 31, 1998 compared to
$10.0 million as of December 31, 1997.
RDI has various credit facilities available to them totaling $0.8 million with
rates ranging from 0.5% to 1.0% over the Paris Inter-Bank Offered Rate. At
March 31, 1998 and December 31, 1997 RDI had borrowings aggregating $0.3 million
and $0.3 million, respectively, under these facilities.
On October 8, 1996, Fleet Bank of Maine ("Fleet Bank") and the Company entered
into an agreement, pursuant to which Fleet Bank has agreed to provide a $15.0
million revolving line of credit facility to the Company to fund strategic
acquisitions and, if needed, for working capital. The facility has a maturity
date of September 30, 1998. The Company expects to secure a similar agreement
after the maturity date. The facility has three interest rate options available
to the Company. The line of credit is unsecured and contains certain covenants.
To date there have been no borrowings under this line of credit facility.
The Company believes its current cash and cash equivalents, together with
existing credit facilities and cash flows from operations, will be sufficient to
meet the Company's cash requirements for at least the next twelve months.
EFFECT OF FASB PRONOUNCEMENTS:
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information" were released in July of 1997 and will be adopted for 1998 year-end
reporting purposes.
OTHER:
In 1997, the Company began modifying its existing computer system programming to
process transactions in the year 2000 and beyond. Anticipated spending for this
modification will be expensed as incurred and is not expected to have a
significant impact on the Company's ongoing results of operations.
This Form 10-Q contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, changes to U.S. and foreign tax laws
and regulations, the percentage of the Company's profits generated by foreign
operations, cyclicality of automotive and appliance industries, reliance on
OEM's, risk of customer labor interruptions, and competing technologies.
12
<PAGE>
PART II OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement regarding computation of per share earnings
27 Financial Data Schedule.
(b) Reports on Form 8-K
none
Pursuant to the requirements to the Security Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Control Devices, Inc.
-----------------------------------
(Registrant)
Date: April 27, 1998 By /s/ Jeffrey G. Wood
---------------------------------
Name: Jeffrey Wood
Vice President and
Chief Financial Officer
13
<PAGE>
EXHIBIT 11
CONTROL DEVICES, INC.
CALCULATION OF EARNINGS PER SHARE
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Net income $1,922 $1,536
Weighted Average Common Shares
Outstanding - Basic 6,630 6,618
Add-Dilutive effect of outstanding options
(as determined by the application of the
treasury stock method) 377 150
Weighted Average Common Shares
Outstanding - Diluted 7,007 6,768
====== ======
Earnings per share:
Basic $0.29 $0.23
====== ======
Diluted $0.27 $0.23
====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 9,170 0
<SECURITIES> 0 0
<RECEIVABLES> 12,435 0
<ALLOWANCES> (562) 0
<INVENTORY> 6,664 0
<CURRENT-ASSETS> 29,788 0
<PP&E> 14,127 0
<DEPRECIATION> 8,187 0
<TOTAL-ASSETS> 51,338 0
<CURRENT-LIABILITIES> 13,109 0
<BONDS> 0 0
0 0
0 0
<COMMON> 20,051 0
<OTHER-SE> (622) 0
<TOTAL-LIABILITY-AND-EQUITY> 51,338 0
<SALES> 19,277 17,287
<TOTAL-REVENUES> 19,277 17,287
<CGS> 12,621 10,814
<TOTAL-COSTS> 16,657 14,647
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (31) 87
<INCOME-PRETAX> 2,651 2,553
<INCOME-TAX> 729 1,017
<INCOME-CONTINUING> 1,922 1,536
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,922 1,536
<EPS-PRIMARY> 0.29 0.23
<EPS-DILUTED> 0.27 0.23
</TABLE>
