<PAGE>
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 10-Q/A
AMENDMENT NO. 1
(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 2, 1996
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 0-25848
CHICAGO MINIATURE LAMP, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1412000
(State of Incorporation) (IRS Employer Identification No.)
500 CHAPMAN STREET, CANTON, MASSACHUSETTS 02021
(Address of principal executive offices)
(617) 828-2948
(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 13(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
------- ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date.
As of July 7, 1996, 10,582,804 shares of Registrant's Common Stock, $0.01 par
value, were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 2, December 3,
1996 1995
---------------- ----------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,831 $ 4,005
Investments -- 2,102
Accounts receivable, net 17,644 10,249
Income tax receivable -- 109
Inventories 16,573 8,018
Prepaid expenses and other current assets 1,043 661
---------------- ----------------
Total current assets 43,091 25,144
---------------- ----------------
PROPERTY, PLANT AND EQUIPMENT, AT COST: 53,721 26,242
Less - Accumulated depreciation 4,248 3,189
---------------- ----------------
49,473 23,053
---------------- ----------------
Other Assets:
Goodwill, net of accumulated amortization 4,253 4,257
Other intangible assets, net of accumulated amortization 6,444 6,903
Other assets 152 173
---------------- ----------------
Total other assets 10,849 11,333
---------------- ----------------
Total assets $ 103,413 $ 59,530
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term notes payable $ 26,894 $ --
Current portion of long-term debt 291 65
Accounts payable 8,831 7,488
Accrued income taxes payable 2,661 2,547
Other accrued expenses 8,632 5,121
---------------- ----------------
Total current liabilities 47,309 15,221
---------------- ----------------
LONG-TERM DEBT, LESS CURRENT PORTION 3,354 3,147
---------------- ----------------
OTHER LIABILITIES:
Deferred income taxes 4,619 4,798
Other long-term liabilities 4,468 1,443
Minority interests 74 --
---------------- ----------------
Total other liabilities 9,161 6,241
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value
Authorized -- 20,000,000 shares
Issued and outstanding -- 10,469,938 and 10,569,938
shares at December 3, 1995 and June 2, 1996 respectively 106 105
Additional paid-in capital 27,077 23,883
Foreign currency translation adjustment 138 39
Retained earnings 16,268 10,894
---------------- ----------------
Total stockholders' equity 43,589 34,921
---------------- ----------------
Total liabilities and stockholders' equity $ 103,413 $ 59,530
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
---------------------
June 2, May 28,
1996 1995
--------- ---------
(Unaudited)
<S> <C> <C>
Net sales $ 22,125 $ 13,422
Cost of products sold 14,361 8,832
--------- ---------
Gross margin 7,764 4,590
Selling, general and administrative
expenses 3,308 1,986
--------- ---------
Operating income 4,456 2,604
Other (income) expense
Interest expense, net 240 442
Other, net (34) 7
--------- ---------
Income before provision for
income taxes 4,250 2,155
Provision for income taxes 1,347 797
--------- ---------
Net income $ 2,903 $ 1,358
========= =========
Earnings per common share $ 0.28 $ 0.16
========= =========
Weighted average shares outstanding 10,474 8,340
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Six Months Ended
---------------------
June 2, May 28,
1996 1995
--------- ---------
(Unaudited)
Net sales $ 41,527 $ 24,402
Cost of products sold 27,243 15,790
--------- ---------
Gross margin 14,284 8,612
Selling, general and administrative
expenses 6,109 3,913
--------- ---------
Operating income 8,175 4,699
Other (income) expense
Interest expense, net 323 803
Other, net (16) 8
--------- ---------
Income before provision for
income taxes 7,868 3,888
Provision for income taxes 2,494 1,438
--------- ---------
Net income $ 5,374 $ 2,450
========= =========
Earnings per common share $ 0.51 $ 0.29
========= =========
Weighted average shares outstanding 10,472 8,340
========= =========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
----------------------------
June 2, May 28,
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,374 $ 2,450
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,576 800
Deferred income taxes (179) 1
Minority interest 10 -
Changes in operating assets and liabilities:
Accounts receivable (4,222) 248
Inventories (5,260) 70
Prepaid expenses and other (105) (104)
Accounts payable (1,051) (303)
Accrued expenses (32) (726)
Accrued and prepaid income taxes (1,644) 865
Payable to stockholder - (1,079)
Other long-term liabilities 38 (46)
Other 120 87
------------ ------------
Net cash provided by (used in) operating activities (5,375) 2,263
------------ ------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (4,478) (1,358)
Acquisitions, net of cash acquired (10,899) (3,441)
Decrease in short-term investments 2,102 -
------------ ------------
Net cash used in investing activities (13,275) (4,799)
------------ ------------
FINANCING ACTIVITIES
Net borrowings (repayments) of line of credit 22,496 1,390
Payments of long-term debt (20) (975)
Capitalization of offering costs - (674)
------------ ------------
Net cash provided by (used in) financing activities 22,476 (259)
------------ ------------
Net increase (decrease) in cash and cash equivalents 3,826 (2,795)
Cash and cash equivalents, beginning of period 4,005 4,558
------------ ------------
Cash and cash equivalents, end of period $ 7,831 $ 1,763
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 170 $ 411
============ ============
Income taxes $ 2,992 $ -
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOTE 1--GENERAL
The interim consolidated financial statements presented have been
prepared by Chicago Miniature Lamp, Inc. (The Company) without audit and, in the
opinion of the management, reflect all adjustments of a normal recurring nature
necessary for a fair statement of (a) the results of operations for the three
and six month periods ended June 2, 1996 and May 28, 1995, (b) the financial
position at June 2, 1996, and (c) the cash flows for the six-month period ended
June 2, 1996 and May 28, 1995. Interim results are not necessarily indicative of
results for a full year.
The consolidated balance sheet presented as of December 3, 1995 has been
derived from the consolidated financial statements that have been audited by
the Company's independent public accountants. The consolidated financial
statements and notes are condensed as permitted by form 10-Q and do not
contain certain information included in the annual financial statements and
notes of the Company. The consolidated financial statements and notes included
herein should be read in conjunction with the financial statements and notes
included in the Company's Form 10-K filed with the Securities and Exchange
Commission and dated February 28, 1996.
NOTE 2--INVENTORIES
Inventories are stated at the lower of cost or market and include
materials, labor and overhead. Cost is determined by the first-in,
first-out (FIFO) method. Inventories consist of the following at June 2, 1996
and December 3, 1995 (dollars in thousands):
June 2 December 3
1996 1995
------ ----------
Raw materials $5,823 $3,320
Work in progress 4,049 1,115
Finished goods 6,701 3,583
------- ------
Inventory $16,573 $8,018
======= ======
6
<PAGE>
NOTE 3--ACQUISITIONS
On March 30, 1995, the Company, through its wholly owned subsidiary
Industrial Devices, Inc. ("IDI") acquired all of the capital stock of Plastomer
Inc., a Canadian company, for $5,000,000 Canadian in cash. The foreign currency
exchange rate as of March 30, 1995 was 0.713 US dollars to one Canadian dollar.
In August 1995, IDI acquired all of the capital stock of Fredon
Development Industries, Inc. (Fredon) for $2,245,000 in cash.
On November 10, 1995, the Company, through its wholly owned subsidiary
Badalex Limited (Badalex), acquired substantially all of the assets of STT
Badalex Limited, STI Lighting Limited, PRT Shipping Limited, and STT Holdings
Limited, all companies formed under the laws of England. Total consideration
for the acquisition was approximately $7,200,000.
On December 1, 1995, the Company acquired all of the outstanding stock
of Electro Fiberoptics, Inc. for $1,600,000 in cash. This acquisition was made
through the Company's wholly owned subsidiary, CML Fiberoptics, Inc.
In December 1995, the Company acquired certain assets of Phoenix
Lighting (UK) Limited for approximately $2,400,000 in cash.
Effective May 1, 1996, the Company acquired all the outstanding equity
of W. Albrecht GmbH u. Co. KG (Germany) and Alba Lamps, Inc. (USA) and certain
of their affiliates for approximately $8,500,000 in cash, 100,000 shares of
common stock of the Company, and the assumption of approximately $4.9 million of
bank debt.
For financial reporting purposes, each acquisition was accounted for as
a purchase, and the purchase price was allocated to assets acquired and
liabilities assumed based on the estimated fair market value existing at the
date of acquisition. The allocations of purchase price for the acquisitions
other than Plastomer Inc. are preliminary and subject to change as further data
and appraisals become available.
Based on unaudited data, the following table presents the Company and
its subsidiaries' selected financial information on a pro forma basis, assuming
the companies had been combined since November 28, 1994 (dollars in thousands,
except earnings per share):
Six months ended Six months ended
June 2, 1996 May 28, 1995
---------------- ----------------
Net sales $52,195 $48,248
Net income $5,292 $2,243
Net income per share $0.51 $0.24
The pro forma results are not necessarily indicative of future
operations or the actual results that would have occurred had the acquisition
been made as of November 28, 1994.
7
<PAGE>
PART I
Item 2
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations for the three
months and six months ended June 2, 1996 should be read in conjunction with the
Consolidated Financial Statements of the Company with accompanying notes.
RESULTS OF OPERATIONS
Three months ended May 28, 1995 compared to the three months ended June 2, 1996.
Net sales increased from $13,422,000 for the three months ended May 28,
1995, to $22,125,000 for the three months ended June 2, 1996. This increase in
sales volume was due primarily to growth of market share and customer
development as enhanced by the prior year acquisitions of Plastomer, Inc. and
Fredon Development Industries; and current year acquisitions (for sales
purposes) of Badalex, Electro FiberOptics (CML-Fiberoptics), Phoenix Lighting
(UK) Limited (CML-Europe) and W. Albrecht GmbH u. Co. KG (CML-Alba). (Reference
Note 3 - Acquisitions of the Consolidated Financial Statements).
The growth in sales resulting from the successful integration of
acquisitions into the core entity, and the combined entity's ability to generate
increased internal growth, is reflected by the Company's 64.8% growth in
revenues as compared to the three months ended May 28, 1995. Identifiable net
sales from current year acquisitions in the three months ended June 2, 1996
totaled $6,165,000.
Gross margin increased from $4,590,000 for the three months ended May
28, 1995 to $7,764,000 for the three months ended June 2, 1996 due to the
increase in sales volume. As a percentage of net sales, gross margin increased
from 34.2% for the three months ended May 28, 1995, to 35.1% for the three
months ended June 2, 1996 due to a change in product mix somewhat impacted by
the acquired business. Gross margins of the acquired business are expected to
improve by the end of fiscal 1996 as post-acquisition operational changes take
effect.
Selling, general and administrative expenses increased from $1,986,000
for the three months ended May 28, 1995 to $3,308,000 for the three months ended
June 2, 1996. This increase is largely due to the integration of the
acquisitions described in Note 3 to the Consolidated Financial Statements. As a
percentage of net sales, selling, general and
8
<PAGE>
administrative expenses remained at approximately 15% for the three months ended
May 28, 1995 and the three months June 2, 1996. During fiscal 1996, the
continued integration of the new acquisitions into the Company's structure of
centralized selling, general and administrative expense is expected to have a
positive effect.
Interest expense, net, decreased from $442,000 for the three months
ended May 28, 1995 to $240,000 for the three months ended June 2, 1996, as a
result of the paydown in debt in June 1995, with the proceeds from the initial
public offering and increased cash flows somewhat offset by debt incurred to
finance acquisitions.
As a result of the above, income before provision for income taxes
increased from a $2,155,000 profit for the three months ended May 28, 1995, to a
profit of $4,250,000 for the three months ended June 2, 1996. As a percentage of
net sales, income before provision for income taxes, increased from 16.1% for
the three months ended May 28, 1995 to 19.2% for the three months ended June 2,
1996. This increase is due primarily to the effects of the corporate, strategic
plan of synergistic acquisitions, vertical integration, and industry
consolidation. This plan has increased sales and improved the overall operating
efficiencies of the Company.
For the three months ended June 2, 1996, the Company recorded a tax
provision of $1,347,000 on pre-tax income of $4,250,000 for an effective rate
of 32% compared to 37% in the three month period ended May 28, 1995. The lower
tax rate is primarily due to the establishment of foreign operations and the
resulting impact of lower effective income taxes in those countries.
SIX MONTHS ENDED MAY 28, 1995, COMPARED TO SIX MONTHS ENDED JUNE 2, 1996.
The Company's net sales increased from $24,402,000 for the six months
ended May 28, 1995, to $41,527,000 for the six months ended June 2, 1996. This
increase in sales volume was due primarily to growth of market share and
customer development as enhanced by the prior year acquisitions of Plastomer and
Fredon Development Industries; and current year acquisitions (for sales
purposes) of Badalex, Electro FiberOptics (CML-Fiberoptics), Phoenix Lighting
(U.K.) Limited (CML-Europe) and W. Albrecht GmbH u. Co. KG (CML-Alba).
(Reference Note 3 -- Acquisitions of the Consolidated Financial Statements.
The growth in sales resulting from the successful integration of
acquisitions into the core entity, and the combined entity's ability to generate
increased internal growth, is reflected by the Company's 70.2% growth in
revenues as compared to the six months ended May 28, 1995. Identifiable net
sales from current year acquisitions in the six months ended June 2, 1996
totaled $11,200,000.
Gross margin, as a percentage of net sales, decreased from 35.3% of net
sales for the six months ended May 28, 1995, to 34.4% for the six months ended
June 2, 1996, primarily as a result of a change in product mix, somewhat
impacted by the acquired business. Gross margins of the acquired business
are expected to improve by the end of fiscal year 1996 as post-
acquisition operational changes take effect.
9
<PAGE>
Selling, general and administrative expenses increased from $3,913,000
for the six months ended May 28, 1995, to $6,109,000 for the six months ended
June 2, 1996. This increase is largely due to the integration of acquisitions
(reference Note 3 -- Acquisitions of the Consolidated Financial Statements). As
a percentage of net sales, selling, general and administrative expenses
decreased from 16.0% for the six months ended May 28, 1995, to 14.7% for the
six months ended June 2, 1996. During fiscal 1996, the continued integration of
the acquisitions into the Company's structure of centralized selling, general
and administrative expense is expected to have a positive effect.
Interest expense, net, decreased from $803,000 for the six months ended
May 28, 1995, to $323,000 for the six months ended June 2, 1996, as a result of
the paydown in debt in June 1995, with the proceeds from the initial public
offering and increased cash flows, somewhat offset by debt incurred to finance
acquisitions.
For the six months ended June 2, 1996, the Company recorded a tax
provision of $2,494,000 on pre-tax income of $7,868,000 for an effective rate of
32% compared to 37% in the six month period ended May 28, 1995. The lower tax
rate is primarily due to the establishment of foreign operations and the
resulting impact of lower effective income taxes in those countries.
As a result of the above, income before provision for income taxes,
increased from a $3,888,000 profit for the six months ended May 28, 1995, to a
profit of $7,868,000 for the six months ended June 2, 1996. As a percentage of
net sales, income before provision for income taxes, increased from 15.9% for
the six months ended May 28, 1995, to 18.9% for the six months ended June 2,
1996. This increase is due primarily to the effects of the corporate, strategic
plan of synergistic acquisitions, vertical integration and industry
consolidation. This plan has increased sales and improved the overall operating
efficiencies of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $5,375,000 during the six
months ended June 2, 1996. The Company's investing activities, totaling
$13,275,000, included acquisitions in connection with which the Company paid an
aggregate purchase price of $10,899,000, capital expenditures of $4,478,000 and
the decrease in short-term investments of $2,100,000. Net cash provided by
financing activities aggregated $22,476,000.
The Company, in fiscal 1995, entered into a new bank financing
agreement. The loan agreement, as further amended in February 1996 and April
1996, provides a $5,000,000 operating line of credit a $6,000,000 letter of
credit facility, and a $30,000,000 loan facility for acquisitions of other
companies and for equipment purchases by the Company, subject to a defined
borrowing base. The loans mature December 30, 1996 and interest accrues at the
prime rate. As of June 2, 1996, the Company had available borrowings of
approximately $13,383,000 under the loan agreements, and had outstanding
borrowings of approximately $21,559,000. Additionally, the Company has
outstanding borrowings of $5,335,000 under separate lines of credit.
The Company believes that cash from operations and borrowings available
under the Company's credit facilities, will be sufficient to meet the Company's
working capital and capital expenditure needs for at least the next 12 months.
10
<PAGE>
PART II - OTHER INFORMATION.
Item 5. Other information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
--------
10.32 Copy of Amended and Restated Employment Agreement with
Frank M. Ward, dated as of December 3, 1995*
10.33 Copy of Third Amendment to Third Amended and Restated
Credit Agreement with BANK IV Oklahoma, N.A., dated April
26, 1996*
10.34 Copy of letter agreement dated May 1, 1996, from The First
National Bank of Boston, London Branch, establishing a
(Pounds)2,600,000 line of credit in favor of Badalex
Limited and Chicago Miniature Lamp Europe Limited ("Bank
of Boston Line of Credit")*
10.35 Copy of Limited Guaranty, dated May 3, 1996, by Chicago
Miniature Lamp, Inc. in favor of The First National Bank
of Boston guaranteeing the payment and performance of the
Bank of Boston Line of Credit*
27 Financial Data Schedule
---------------------
*Incorporated by reference to the Exhibits included in the
Registrant's Form 10Q, filed with the Commission on July 16,
1996
(b) Reports on Form 8-K.
-------------------
Report on Form 8-K, reporting the May 30, 1996 acquisition of
the AlbaAlbrecht Group of companies and partnership interests by
the Registrant and its subsidiary, filed with the Commission on
June 14, 1996.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Chicago Miniature Lamp, Inc.
Date: July 19, 1996 By: /s/ Ronald S. Goldstein
-------------------------------------------
Ronald S. Goldstein
Chief Financial Officer
Date: July 19, 1996 By: /s/ Frank M. Ward
------------------------------------------
Frank M. Ward
President & CEO
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-01-1996
<PERIOD-START> DEC-04-1995
<PERIOD-END> JUN-02-1996
<CASH> 7,831
<SECURITIES> 0
<RECEIVABLES> 17,793
<ALLOWANCES> (149)
<INVENTORY> 16,573
<CURRENT-ASSETS> 43,091
<PP&E> 53,721
<DEPRECIATION> 4,248
<TOTAL-ASSETS> 103,413
<CURRENT-LIABILITIES> 47,309
<BONDS> 3,354
0
0
<COMMON> 106
<OTHER-SE> 43,483
<TOTAL-LIABILITY-AND-EQUITY> 103,413
<SALES> 41,527
<TOTAL-REVENUES> 41,527
<CGS> 27,243
<TOTAL-COSTS> 33,352
<OTHER-EXPENSES> (16)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 323
<INCOME-PRETAX> 7,868
<INCOME-TAX> 2,494
<INCOME-CONTINUING> 5,374
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,374
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
