UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1994
Commission file number 1-4416
SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
PENNSYLVANIA 23-1116110
(State of incorporation) (I.R.S. Employer
101 Greenwood Avenue Identification No.)
Suite 470 19046
Jenkintown, Pennsylvania (Zip Code)
(Address of principal executive offices)
(215) 517-2000
(Registrant's telephone number, including area code)
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 .
The number of shares of Registrant's Common Stock
outstanding on November 7, 1994 was 5,121,298.
<PAGE>2
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
PART 1
FINANCIAL INFORMATION
Item 1. Index to Financial Statements
Condensed Statements of Consolidated Operations -
Three and Nine Months Ended September 30, 1994
and 1993 (Unaudited)
Condensed Consolidated Balance Sheets -
September 30, 1994 and December 31, 1993
(Unaudited)
Condensed Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1994 and 1993
(Unaudited)
Notes to Condensed Consolidated Financial Statements
<PAGE>3
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Unaudited-Thousands of dollars, except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
Net sales $ 88,472 $ 74,394 $ 257,918 $ 247,136
Cost of goods sold 73,660 62,440 215,265 206,237
Gross profit 14,812 11,954 42,653 40,899
Selling, general and
administrative expense 10,648 11,543 32,257 34,858
Unusual items:
Restructuring charge (credit) 8,800 (3,100) 7,900
Loss on disposal 6,600
Operating earnings (loss) 4,164 (8,389) 6,896 (1,859)
Other income (expense):
Interest income 91 89 267 383
Interest expense (1,763) (1,436) (5,160) (4,434)
Equity in earnings
of affiliates 390 410 1,168 267
Other, net 108 186 629 691
(1,174) (751) (3,096) (3,093)
Earnings (loss) before
income taxes 2,990 (9,140) 3,800 (4,952)
Provision (benefit) for
income taxes 1,000 (2,300) 2,250 (1,120)
Net earnings (loss) $ 1,990 $ (6,840) $ 1,550 $ (3,832)
Net earnings (loss) per share $ .39 $ (1.34) $ .30 $ (.75)
Cash dividends per share $ .32 $ .96
Average shares outstanding 5,111,973 5,105,429 5,109,203 5,105,429
See accompanying notes to condensed consolidated financial statements.
The 1993 amounts have been reclassified (see Note 3).
<PAGE>4
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited-Thousands of dollars)
September 30, December 31,
1994 1993
Assets
Current assets
Cash and cash equivalents $ 8,814 $ 6,852
Accounts and notes receivable,
less allowance for doubtful
receivables of $1,300 (1993-$1,185) 59,149 48,968
Inventories 78,649 80,604
Deferred income taxes 13,555 13,667
Prepaid expenses 2,229 2,300
Net assets held for sale 8,612 8,619
Total current assets 171,008 161,010
Investments in affiliates 13,633 12,475
Property, plant and equipment, net of
accumulated depreciation of $99,355
(1993-$93,214) 84,128 86,958
Other assets 28,411 25,536
Total assets $ 297,180 $ 285,979
See accompanying notes to condensed consolidated financial statements.
<PAGE>5
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited-Thousands of dollars)
September 30, December 31,
1994 1993
Liabilities and shareholders' equity
Current liabilities
Notes payable $ 5,080 $ 7,339
Accounts payable 21,971 19,657
Accrued expenses 35,055 38,885
Income taxes payable 1,359 646
Total current liabilities 63,465 66,527
Deferred income taxes 9,754 9,445
Long-term debt 86,122 81,828
Retirement obligations 27,823 25,352
Shareholders' equity
Preferred stock, par value $1 per share,
Authorized 400,000 shares, Issued none
Common stock, par value $1 per share,
Authorized 30,000,000 shares,
Issued 6,372,256 shares 6,372 6,362
Additional paid-in-capital 59,972 59,704
Retained earnings 62,066 60,516
Minimum pension liability (1,780) (1,780)
Common stock in treasury, at cost
1,253,458 shares in 1994 (1,254,977
shares in 1993) (10,132) (10,144)
Cumulative translation adjustments (6,482) (11,831)
Total shareholders' equity 110,016 102,827
Total liabilities and
shareholders' equity $ 297,180 $ 285,979
See accompanying notes to condensed consolidated financial statements.
<PAGE>6
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited-Thousands of dollars)
Nine Months Ended
September 30,
1994 1993
Net cash provided by operating
activities $ 3,880 $ 3,319
Cash flows provided (used) by investing
activities:
Additions to property, plant and equipment (8,800) (8,973)
Proceeds from divestitures 2,123 1,690
Proceeds from sale of property,
plant and equipment 1,285 184
Other, net (93)
Net cash used by investing activities (5,485) (7,099)
Cash flows provided (used) by financing
activities:
Proceeds from borrowings 13,060 29,600
Reduction of borrowings (10,341) (15,924)
Payments of cash dividends (4,901)
Other, net 289
Net cash provided by financing activities 3,008 8,775
Effect of exchange rate changes on cash 559 (127)
Net increase in cash and cash equivalents 1,962 4,868
Cash and cash equivalents at
beginning of period 6,852 2,879
Cash and cash equivalents at
end of period $ 8,814 $ 7,747
See accompanying notes to condensed consolidated financial statements.
<PAGE>7
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Thousands of Dollars)
1. Financial Statements
In the opinion of the Company's management, the
accompanying unaudited, condensed consolidated financial
statements contain all adjustments necessary to present
fairly the financial position as of September 30, 1994, the
results of operations for the three and nine-month periods
ended September 30, 1994 and 1993, and cash flows for the
nine-month periods ended September 30, 1994 and 1993. The
December 31, 1993 condensed balance sheet data was derived
from audited financial statements, but does not include all
disclosures required by generally accepted accounting
principles. The accompanying financial statements contain
only normal recurring adjustments. All financial
information has been prepared in conformity with the
accounting principles reflected in the financial statements
included in the 1993 Annual Report filed on Form 10-K
applied on a consistent basis.
2. Inventories
September 30, December 31,
1994 1993
Finished goods $ 35,587 $ 37,323
Work-in-process 18,434 17,115
Raw materials
and supplies 24,628 26,166
$ 78,649 $ 80,604
3. Unusual Items
In 1994, the Company sold its investment in its
subsidiary, Ferre Plana, S.A., located in Barcelona, Spain.
The loss on disposal of $6.6 million is included in the
condensed statement of consolidated operations as an unusual
charge. This disposal charge was for the loss on the sale
of Ferre Plana's net assets, including the write-off of the
related intangible assets and cumulative translation
adjustment account.
<PAGE>8
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Thousands of Dollars)
3. Unusual Items (continued)
Included in the fourth quarter 1993 restructuring
charge was a provision for the liquidation of the Assembly
Systems Division, a fastener segment product line. During
the first quarter of 1994, the Company entered into an
agreement to sell this product line and closed this sale on
April 22, 1994. As a result of this modification of the
restructuring plan and the related change in estimate, and
because actual restructuring costs have been lower than
estimated costs, the Company recorded a $1.5 million credit
for the reversal of excess reserves associated with the 1993
restructuring charge in the first quarter of 1994 and a $1.6
million gain on the sale of ASD's net assets in the second
quarter of 1994.
During the fourth quarter of 1993, the restructuring
plan was modified to retain certain businesses previously
held for sale. As a result of this modification, the
condensed statement of consolidated operations for the three
and nine-month periods ended September 30, 1993 has been
reclassified for comparative purposes.
4. Income Taxes
For the nine months ended September 30, 1994, the
effective tax rate is higher than the United States federal
statutory tax rate due to the inability to recognize a full
tax benefit on the disposal loss of the Company's subsidiary
in Spain. The Company's effective tax rate for the nine
months ended September 30, 1993 differs from the statutory
tax rate due to certain losses for which no tax benefits
were available.
5. Earnings Per Share
Per share data was calculated using the weighted
average number of shares outstanding during the periods.
Common share equivalents in the form of stock options have
been excluded from the calculations as their dilutive effect
is not material, or their effect is anti-dilutive.
<PAGE>9
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Thousands of Dollars)
6. Cumulative Translation Adjustments
The following summarizes the changes in translation
adjustments during the nine-month period ended September 30,
1994:
Beginning of period $(11,831)
Changes during period:
Working capital 2,488
Property, plant and equipment 1,442
Transfer to income statement
due to sale of subsidiary 677
Other, net 742
End of period $ (6,482)
7. Environmental Contingency
The Company has been identified as a potentially
responsible party by various federal and state authorities
for clean up or removal of waste from various disposal
sites. At September 30, 1994, the accrued liability for
environmental remediation represents management's best
estimate of the probable and reasonably estimable costs
related to environmental remediation. The measurement of
the liability is evaluated quarterly based on currently
available information. As the scope of the Company's
environmental liability becomes more clearly defined it is
possible that additional reserves may be necessary.
Accordingly, it is possible that the Company's results of
operations in future quarterly or annual periods could be
materially affected. However, management believes that the
overall costs of environmental remediation will be incurred
over an extended period of time and, as a result, are not
expected to have a material impact on the consolidated
financial position of the Company.
<PAGE>10
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Introduction
The Company's operating results, excluding the effects of
unusual items, improved for the three month and nine month
periods ended September 30, 1994 compared to the same periods in
1993. Incoming orders and sales are above prior year levels in
both of the Company's business segments. The operating profit
improvement reflects the impact of the sale of unprofitable
business units as well as the cost reduction actions implemented
in the first quarter of 1994.
Sales and Operating Earnings by Segment
(Unaudited-Thousands of dollars)
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
Net Sales:
Fasteners $ 59,510 $ 52,553 $178,184 $175,766
Materials 28,962 21,841 79,734 71,370
$ 88,472 $ 74,394 $257,918 $247,136
Operating Earnings:
Fasteners $ 903 $(10,501) $ (1,179) $ (7,586)
Materials 3,261 2,112 8,075 5,727
$ 4,164 $ (8,389) $ 6,896 $ (1,859)
Net Sales
Net sales in the third quarter of 1994 were $88.5 million,
compared to $74.4 million in the third quarter of 1993. Net
sales for the nine months were $257.9 million, compared to $247.1
million for the same period in 1993. Excluding 1993 sales of the
Assembly Systems Division and the fastener operation in Spain
(both businesses have been sold by the Company), net sales
increased in the third quarter by $17.6 million, or 24.8 percent,
and by $23.3 million, or 9.9 percent for the nine-month period.
Excluding 1993 sales of businesses sold, fastener segment
sales increased $10.5 million for the third quarter and $14.9
million for the nine-month period. Aerospace fastener sales
increased $4.5 million for the third quarter and for the nine-
month period; however, demand for certain aerospace product
<PAGE>11
lines is weak. Sales in the transportation and industrial
fastener markets continue to be strong as sales increased by $5.9
million for the third quarter and $10.4 million for the nine-
month period. This increase is due to the strengthening
automotive business in the United States and western Europe
primarily the United Kingdom. The Company's automotive and
Unbrako product manufacturing operations in England and Ireland
are initiating steps to gradually increase capacity to meet the
long-term demands of this market.
Materials segment sales increased by $7.1 million in the
third quarter of 1994 and by $8.4 million for the nine-month
period. The increase in sales is attributed to the strong demand
for magnetic materials from the domestic automobile and anti-
theft security markets and the increasing demand for cobalt-based
medical and stainless steel alloys and proprietary superalloys
from the investment casting market. Installation of new air melt
processing equipment was completed in April 1994 and has
increased capacity and improved customer delivery time.
Operating Earnings
Excluding all unusual items, operating earnings for the
fastener segment increased $1.6 million in the third quarter and
$1.2 million for the nine-month period when compared to the same
periods in 1993. The improvement in earnings results from
avoiding losses generated in 1993 from the Assembly Systems
Division and the manufacturing operations in Spain (these
businesses were sold). In addition, the 1993 manufacturing
inefficiencies that resulted from the 1993 start-up of fastener
operations transferred from other facilities significantly
decreased in 1994. Despite the increase in fastener operating
earnings, the Company's Cleveland plant incurred excess
manufacturing costs caused by certain material and equipment
problems. The Company has purchased new manufacturing equipment,
upgraded management personnel and expanded employee training
programs to improve future performance at the Cleveland plant.
In the materials segment, third quarter 1994 operating
earnings of $3.3 million, or 11.3 percent of sales, were up from
$2.1 million, or 9.7 percent of sales in the third quarter of
1993. Operating earnings for the nine-month period of 1994 were
$8.1 million, or 10.1 percent of sales, compared to the same
period in 1993 of $5.7 million, or 8 percent of sales. The
increase in earnings is attributed to higher sales of magnetic
materials, better product mix of alloy sales and savings from an
overhead reduction program.
<PAGE>12
Other Expense
Interest expense increased $327,000 in the third quarter and
$726,000 for the nine-month period when compared to the same
periods in 1993. The increase in interest expense is the result
of higher levels of corporate debt and an increase in interest
rates. As a result of improved operating performance by the
magnetic materials joint venture in Adelanto, California and the
Company's Brazilian affiliate, the Company's equity in earnings
of affiliates improved by $901,000 in the nine-month period.
Income Taxes
For the nine months ended September 30, 1994, the effective
tax rate is higher than the United States federal statutory tax
rate due to the inability to recognize a full tax benefit on the
loss on disposal of the Company's subsidiary in Spain. The
Company's effective tax rate for the nine months ended September
30, 1993 differs from the statutory tax rate due to certain
losses for which no tax benefits were available.
Earnings
Net earnings for the third quarter of 1994 were $2 million,
or $.39 per share, compared to a net loss of $240,000, or $.05
per share for the third quarter of 1993, prior to taking a pre-
tax restructuring charge of $8.8 million in the prior year.
Including the 1993 restructuring charge, the net loss for the
third quarter of 1993 was $6.8 million, or $1.34 per share.
Excluding all unusual charges, the net earnings for the
nine-month period of 1994 was $5.1 million, or $.99 per share,
compared to $1.9 million, or $.37 per share for the nine-month
period of 1993. Including all unusual charges, the net earnings
for the nine-month period of 1994 was $1.6 million, or $.30 per
share, compared to a net loss of $3.8 million, or $.75 per share
for the same period in 1993.
When compared to the same periods in the prior year, the
third quarter and the nine-month period had improved gross profit
amounts (due mainly to the higher sales volume), lower selling,
general and administrative expense (due to a reduction in the
non-direct work force) and higher interest expense.
<PAGE>13
Orders and Backlog
Incoming orders for the third quarter of 1994 were $87.9
million compared to $80.4 million in 1993, a 9.3 percent
increase. Incoming orders for the nine months ended September
30, 1994 were $275.1 million compared to $259.4 million for the
same period in 1993, a 6.1 percent increase. Excluding 1993
orders for the Assembly Systems Division and the Company's
subsidiary in Spain, orders increased in all major markets for
the quarter and nine-month period. Backlog at September 30, 1994
was $100.6 million, compared to $89.5 million on the same date a
year ago.
Unusual Items
In 1994, the Company sold its investment in its subsidiary,
Ferre Plana, S.A., located in Barcelona, Spain. Ferre Plana,
S.A., which manufactured commodity industrial fasteners, had
incurred cumulative operating losses of $9.4 million since it was
acquired in 1990, and would have incurred additional losses and
required a substantial cash investment in 1994. The loss on
disposal of $6.6 million is included in the condensed statement
of consolidated operations as an unusual charge. This disposal
charge was for the loss on the sale of Ferre Plana's net assets,
including the write-off of the related intangible assets and
cumulative translation adjustment account.
Included in the fourth quarter 1993 restructuring charge was
a provision for the liquidation of the Assembly Systems Division
(ASD), a fastener segment product line. ASD, which manufactured
computer-controlled fastener tightening equipment, had
accumulated operating losses totaling $11.6 million over the past
five years. During the first quarter of 1994, the Company
entered into an agreement to sell this product line and closed
this sale on April 22, 1994. As a result of this modification of
the restructuring plan and the related change in estimate, and
because actual restructuring costs have been lower than estimated
costs, the Company recorded a $1.5 million credit for the
reversal of excess reserves associated with the 1993
restructuring charge in the first quarter of 1994 and a $1.6
million gain on the sale of ASD's net assets in the second
quarter of 1994.
The net loss for the third quarter of 1993 included a pre-
tax restructuring charge of $8.8 million. The Company was
proceeding with its restructuring plan to consolidate certain
fastener manufacturing operations in the United States. The 1993
restructuring charge was the result of these manufacturing
consolidation costs, an early retirement program, work force
reductions and the revaluation of certain assets held for sale.
<PAGE>14
Rollforward of the Restructure Accrual ($000s)
The 1993 consolidated statement of operations contained a pre-tax
restructuring charge of $32.4 million. At December 31, 1993, the Company
had a $9.9 million accrual on its consolidated balance sheet related to
various aspects of the restructuring plan. During 1994, the Company has
revised and completed various aspects of the restructuring plan as
described in the following table:
Charge (Credit) to Accrual
Plant Product
Termina- Consoli- Line
tion dation Disposal
Total Pay* Cost** Cost (ASD) Other
December 31, 1993
Balance ($9,882) ($4,600) ($1,600) ($2,800) ($882)
Cash payments and
wind-down losses 2,582 1,800 500 100 182
Revision of estimated
costs to complete
restructuring 1,500 200 200 1,000 100
March 31, 1994 Balance (5,800) (2,600) (900) (1,700) (600)
Gain on the sale of
ASD's net assets 1,600 1,600
Cash payments and
wind-down losses 1,400 700 300 100 300
June 30, 1994 Balance (2,800) (1,900) (600) 0 (300)
Cash payments and
wind-down losses 1,300 600 400 300
September 30, 1994
Balance ($1,500) ($1,300) ($200) $0 $0
*The remaining termination pay relates to executive severance pay that is
payable over a 13 month period from the date of termination.
**The remaining costs will be incurred prior to December 31, 1994.
<PAGE>15
Liquidity and Capital Resources
Management considers liquidity to be the ability to generate
adequate amounts of cash to meet its needs and capital resources
to be the resources from which such cash can be obtained,
principally from operating and external sources. The Company
believes that capital resources available to it will be
sufficient to meet the needs of its business, both on a short-
term and long-term basis.
Net cash provided by operating activities for the first nine
months of 1994 was $3.9 million compared to $3.3 million for the
same period in 1993. The additional net cash provided by
operating activities is attributed to increased earnings from
operations partially offset by the increase in working capital in
1994 to support higher business levels. Cash expenditures in
1994 of $7.6 million were made to fund severance payments and
other costs related to the 1993 restructuring plan and are
included in net cash provided by operating activities.
The changes in cash used by investing activities is
attributed to the 1994 net proceeds from the sale of the Assembly
Systems Division and the Company's aircraft compared to the 1993
net proceeds from the sale and liquidation of two distribution
businesses in Europe. The Company has received a commitment from
a local college to purchase, for approximately $10 million the
building and most of the land owned by the Company in Newtown,
Pennsylvania, the former site of the Company's corporate
headquarters and divisional support operations. The transaction
is expected to be completed in the fourth quarter of 1994. The
Company spent $8.9 million for capital expenditures in the first
nine months of 1994 and has budgeted $14.3 million for the full
year of 1994, a $1.3 million increase from the amount reported on
Form 10-K for the year ended December 31, 1993.
The Company's total debt to equity ratio was 83 percent at
September 30, 1994, compared to 87 percent at December 31, 1993.
Total debt was $91.2 million at September 30, 1994 and $89.2
million at December 31, 1993. As of September 30, 1994, the
Company is permitted to borrow an additional $17 million under
its loan agreements. As a result of the Company's decision to
dispose of its investment in its subsidiary in Spain, the Company
amended certain debt agreements to modify certain financial
covenants effective March 30, 1994. During the second quarter,
the Company increased its borrowing capacity under the bank
credit agreement by $5 million, increasing the total available
borrowings under the facility to $55 million. Additionally, the
Company obtained a commitment to finance $2.5 million of
equipment under operating leases.
<PAGE>16
Significant cash flow is expected to be generated from the
distribution to its shareholders of record as of a record date to
be determined, transferable rights to subscribe for the purchase
of approximately 515,000 shares of common stock currently held in
the Company's treasury at a yet to be determined subscription
price. The Company expects to use the net proceeds from the
offering to reduce revolving debt under its bank credit agreement
and for other general corporate purposes. Although the Company
intends to consummate the rights offering as soon as practicable,
the offering is subject to certain conditions, including the
effectiveness of a registration statement under the Securities
Act of 1933.
Significant proceeds from the sale of the Newtown,
Pennsylvania property and the sale of the Company's common stock
pursuant to the rights offering could trigger the "Mandatory
Prepayment" provisions of the Company's debt agreements. Under
these provisions, the Company is required to prepay debt and/or
have its debt capacity reduced if the aggregate net after tax
proceeds from these transactions exceed certain limits, unless
the lenders waive such requirements. The limits are equal to $8
million from the sale of assets and $10 million raised from new
equity. The Company is currently seeking waivers from the
lending institutions from these "Mandatory Prepayment"
provisions.
<PAGE>17
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
On August 24, 1994 the Company announced that it expects to
distribute to its shareholders of record as of a record date to
be determined, transferable rights to subscribe for the purchase
of approximately 515,000 shares of common stock currently held in
the Company's treasury at a yet to be determined subscription
price.
Shareholders are expected to receive one right to subscribe
for the purchase of one share of common stock for every 10 shares
of common stock held of record on the record date. It is
anticipated that the rights will be represented by transferable
subscription certificates and will trade on the New York Stock
Exchange.
In connection with the rights offering, the Company expects
to enter into an agreement with Tinicum Enterprises, Inc. and
other members of Tinicum's Schedule 13D reporting group with
respect to the Company's common stock, pursuant to which such
persons would agree, subject to certain conditions, to exercise
their subscription rights and purchase any shares of common stock
remaining unsold after the expiration of the rights offering.
Tinicum Enterprises, Inc., together with the other members of its
Schedule 13D reporting group, presently owns approximately 9.9%
of the Company's outstanding common stock. The terms of such
agreement and certain related agreements are described more fully
in a registration statement filed with the Securities and
Exchange Commission.
The Company expects to use the net proceeds from the
offering to reduce revolving debt under its bank credit agreement
and for other general corporate purposes.
Although the Company intends to consummate the rights
offering as soon as practicable, the offering is subject to
certain conditions, including the effectiveness of a registration
statement under the Securities Act of 1933.
<PAGE>18
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Computation of Dilution (Anti-dilution) of Earnings Per
Share Resulting from Common Stock Equivalents.
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1994.
<PAGE>19
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SPS TECHNOLOGIES, INC.
(Registrant)
Date: November 14, 1994 /s/William M. Shockley
William M. Shockley
Controller
Mr. Shockley is signing on behalf of the registrant and as the
principal financial officer of the registrant.
<PAGE>20
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 11 - Computation of Dilution (Anti-Dilution)
of Earnings per Share Resulting from
Common Stock Equivalents
Exhibit 11
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Computation of Dilution (Anti-dilution) of Earnings Per Share
Resulting from Common Stock Equivalents
(Thousands of dollars, except share data)
The following calculation is submitted in accordance with the Securities
Exchange Act of 1934 although not required by Opinion No. 15 of the
Accounting Principles Board as it results in dilution of less than 3%,
or is anti-dilutive:
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
Net earnings (loss) $ 1,990 $ (6,840) $ 1,550 $ (3,832)
Weighted average
number of shares
outstanding during
period 5,111,973 5,105,429 5,109,203 5,105,429
Weighted average
number of maximum
shares subject to
exercise under
outstanding stock
options at end of
period 479,887 390,444 380,156 264,424
5,591,860 5,495,873 5,489,359 5,369,853
Less treasury shares
assumed purchased
with proceeds from
assumed exercise of
outstanding options
(a) 409,920 334,827 343,599 232,213
Weighted average
number of common
shares and equivalent
common shares out-
standing after assumed
exercise of options 5,181,940 5,161,046 5,145,760 5,137,640
Pro forma earnings (loss)
per share based on above
assumptions (b) $ .38 $ (1.33) $ .30 $ (.75)
Earnings (loss) per share
as reported $ .39 $ (1.34) $ .30 $ (.75) <PAGE>
<PAGE>2
(a) All options are exercisable under a nonqualified plan. The proceeds
from assumed exercise of options aggregated $10,871,068 and
$8,400,415 in the three and nine-month periods ended September 30,
1994 respectively; the proceeds from assumed exercise of options
aggregated $9,495,704 and $6,166,211 in the three and nine-month
periods ended September 30, 1993, respectively. The proceeds and
number of treasury shares assumed purchased were determined on
the most likely exercise assumption.
(b) Pro forma earnings per share assuming full dilution are not presented
separately since there would be no additional dilutive effect, or the
effect would be anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 8,814
<SECURITIES> 0
<RECEIVABLES> 60,449
<ALLOWANCES> 1,300
<INVENTORY> 78,649
<CURRENT-ASSETS> 171,008
<PP&E> 183,483
<DEPRECIATION> 99,355
<TOTAL-ASSETS> 297,180
<CURRENT-LIABILITIES> 63,465
<BONDS> 86,122
<COMMON> 6,372
0
0
<OTHER-SE> 103,644
<TOTAL-LIABILITY-AND-EQUITY> 297,180
<SALES> 257,918
<TOTAL-REVENUES> 257,918
<CGS> 215,265
<TOTAL-COSTS> 215,265
<OTHER-EXPENSES> 3,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,160
<INCOME-PRETAX> 3,800
<INCOME-TAX> 2,250
<INCOME-CONTINUING> 1,550
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,550
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
</TABLE>
