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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 2, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25848
CHICAGO MINIATURE LAMP, INC.
(Exact name of registration specified in charter)
OKLAHOMA 73-1412000
(State of Incorporation) (I.R.S. Employer Identification No.)
500 Chapman Street, Canton, MA 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 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
filings 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 March 2, 1997, 19,152,249 shares of Registrant's Common Stock, $.01 par
value, were outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 2, December 1,
1997 1996
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 80,860 $ 109,027
Accounts receivable, net 32,682 18,532
Income tax receivable 410 -
Inventories 35,164 16,186
Prepaid expenses and other 7,158 2,090
----------- -----------
Total current assets 156,274 145,835
----------- -----------
Property, Plant and Equipment, at cost: 78,336 57,791
Less - Accumulated depreciation 6,566 5,640
71,770 52,151
Other Assets:
Goodwill, net of accumulated amortization 7,828 6,931
Other intangible assets, net of accumulated amortization 6,527 7,030
Other assets 616 55
----------- -----------
Total other assets 14,971 14,016
----------- -----------
Total assets $ 243,015 $ 212,002
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term notes payable $ 30,187 $ 21,560
Current portion of long-term debt - 3,672
Accounts payable 15,475 6,404
Accrued income taxes payable 5,377 3,042
Other accrued expenses 34,502 12,907
----------- -----------
Total current liabilities 85,541 47,585
----------- -----------
Long-term debt, less current portion 1,651 5,863
----------- -----------
Other Liabilities:
Deferred income taxes 5,101 6,116
Other long-term liabilities 1,467 1,228
Minority interests 41 46
----------- -----------
Total other liabilities 6,609 7,390
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Commitments and Contingencies
Stockholders' Equity:
Common stock, $.01 par value-
Authorized - 100,000,000 shares
Issued - 19,457,249 and 19,457,249
shares at March 2,1997 and December 1,1996 respectively 195 195
Additional paid-in capital 126,085 126,102
Foreign currency translation adjustment (347) 590
Retained earnings 29,315 24,277
Treasury stock at cost, 305,000 shares in 1997 (6,034) -
----------- -----------
Total stockholders' equity 149,214 151,164
----------- -----------
Total liabilities and stockholders' equity $ 243,015 $ 212,002
=========== ===========
</TABLE>
See accompanying notes to the condensed financial statments.
2
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CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
( In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
---------------------
March 2, March 3,
1997 1996
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(unaudited)
<S> <C> <C>
Net sales $34,130 $19,401
Cost of products sold 24,087 12,881
Gross margin 10,043 6,520
Selling, general and administrative expenses 5,227 2,801
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Operating income 4,816 3,719
Other (income) expense:
Interest income, net (1,188) 71
Other, net (1,555) 30
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Income before income taxes 7,559 3,618
Income taxes 2,574 1,147
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Net income $ 4,985 $ 2,471
======= =======
Net income per common share $ 0.26 $ 0.16
======= =======
Weighted-average shares outstanding 19,419 15,705
======= =======
</TABLE>
See accompanying notes to the condensed financial statements.
3
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CHICAGO MINIATURE LAMP,INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three months ended
----------------------
March 2, March 3,
1997 1996
-------- --------
(unaudited)
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 5,887 $ (4,391)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property,plant, and equipment (1,546) (632)
Acquisitions,net of cash acquired (26,315) (2,549)
Decrease in short-term investments - (29)
Net cash used in investing activities (27,861) (3,210)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from line of credit 2,200 5,583
Payments of long-term debt (1,457) (20)
Repurchase of common stock (6,034) -
Excercise of common stock options 71 -
Capitalization of offering costs (35) (54)
Net cash provided by (used-in) financing activities (5,255) 5,509
Effect of exchange rate changes on cash (938) (204)
-------- --------
Net decrease in cash and cash equivalents (28,167) (2,296)
Cash and cash equivalents, beginning of period 109,027 4,005
-------- --------
Cash and cash equivalents, end of period $ 80,860 $ 1,709
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</TABLE>
See accompanying notes to the condensed financial statements.
4
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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. ("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
month periods ended March 2, 1997 and March 3, 1996, (b) the financial position
at March 2, 1997, and (c) the cash flows for the three month periods ended
March 2, 1997 and March 3, 1996. Interim results are not necessarily
indicative of results for a full year.
The consolidated balance sheet presented as of December 1, 1996, 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 and do not contain certain information
included in the annual financial statements and notes of the Company. The
consolidated financial statements and notes in the annual financial statements
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 25, 1997.
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 March 2, 1997 and
December 1, 1996 (dollars in thousands):
<TABLE>
<CAPTION>
March 2, December 1,
1997 1996
---- ----
<S> <C> <C>
Raw materials $17,074 $ 7,240
Work in progress 7,179 5,916
Finished goods 10,911 3,030
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Inventory at FIFO $35,164 $16,186
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</TABLE>
5
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Note 3 Acquisitions
In December 1995, the Company acquired certain assets of Phoenix Lighting
(UK) Limited for approximately $2.4 million 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 $8.5 million in cash, 150,000 shares of
common stock of the Company and the assumption of approximately $4.9 million of
bank debt.
In January 1997, the Company, through its wholly owned subsidiary Alba
Speziallampen Holding GmbH, acquired all the capital stock of Gustav Bruckner
GmbH for DM 400,000 and the assumption of approximately DM 2.4 million of bank
debt.
On January 30, 1997, the Company consummated the purchase of all
outstanding shares of capital stock of Valmont Electric, Inc. (Power Lighting
Products) for cash of approximately $25 million. Power Lighting Products (PLP)
is a manufacturer of magnetic and electronic ballasts for the fluorescent sign
and high intensity discharge lighting markets.
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 Phoenix Lighting (UK) Limited 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 December 4, 1995 (dollars in thousands,
except earnings per share):
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 2, 1997 March 3, 1996
<S> <C> <C>
Net sales $ 49,621 $ 48,829
Net income $ 5,073 $ 2,442
Net income per share $ .26 $ .16
</TABLE>
The pro forma results are not necessarily indicative of future operations
or the actual results that would have occurred had the acquisitions been made as
of December 4, 1995.
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Note 4 Capital Stock
On February 6, 1997, the Board of Directors authorized, subject to certain
business and market conditions, the purchase of up to 400,000 shares of the
Company's common stock. On March 2, 1997, the actual purchases under this
authorization totaled 305,000 shares.
Note 5 Earnings Per Common Share
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted by the
Company in fiscal 1998. At that time, the Company will be required to change
the method currently used to compute earnings per share and to restate all
prior periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The Company has
not yet determined what the impact of Statement 128 will be on the calculation
of fully diluted earnings per share although the impact is not expected to be
material.
7
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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 ended March 2, 1997 should be read in conjunction with the
Consolidated Financial Statements of the Company with accompanying notes.
Results of Operations
Three months ended March 3, 1996 compared to the three months ended March 2,
1997.
Net sales increased from $19.4 million for the three months ended March
3, 1996 to $34.1 million for the three months ended March 2, 1997. In addition
to the increased sales volume from growth in market share and customer
development, the increase in 1997 first quarter sales volume resulted from the
inclusion of sales from the major acquisitions of Alba and Power Lighting
Products (PLP), formerly called Valmont Electric, of approximately $13 million
(Reference Note 3 - Acquisitions). The overall growth in sales of 75.9%
results from the strategy of integrating acquisitions into a worldwide entity
which then proceeds to maximize cross selling opportunities, manufacturing, and
administrative functions.
Gross margin increased from $6.5 million for the three months ended March
3, 1996 to $10.0 million for the three months ended March 2, 1997 due to the
increased sales volume as previously described. As a percentage of net sales,
gross margin decreased from 33.6% for the three months ended March 3, 1996 to
29.4% for the three months ended March 2, 1997 due to a change in product mix
resulting from the PLP acquisition. Gross margins of PLP are expected to
improve throughout the remainder of fiscal 1997 as cost reductions and
operating reorganizations are effected. However, the ballast business has
traditionally been a lower margin business than those for the Company's other
products.
Selling, general, and administrative expenses increased from $2.8 million
for the three months ended March 3, 1996 to $5.2 million for the three months
ended March 2, 1997. This quarter-to-quarter comparison increase is largely
due to the integration of acquisitions made after the first quarter ended March
3, 1996 which are not reflected in the prior year (Reference Note 3 -
Acquisitions). It is intended that Alba, located in Germany, will be the sales
and
8
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administrative headquarters of an expanded European operation. The
reorganization plan for the recently acquired Alba is on schedule, with an
expected completion in May, 1997. The reorganized Alba provides the investment
in infrastructure that is necessary to effect the Company's growth strategy in
Europe. Additionally, PLP which was acquired on January 30, 1997, had a large
administrative infrastructure in place, which will be reorganized and cost
savings are expected to be realized throughout the remainder of fiscal 1997.
It is expected that the continued integration of recently acquired entities
will result in a positive effect on selling, general, and administrative costs;
however, no assurance can be given that such an effect will occur. As a
percentage of net sales, selling, general, and administrative expenses were
approximately 14.4% and 15.3% for the three months ended March 2, 1996 and
March3, 1997, respectively.
Interest expense, net was $71,000 for the three months ended March 3, 1996
as compared to $1.188 million of net interest income for the three months ended
March 2, 1997. This was the result of the investment of proceeds from the
secondary offering and positive current cash flows, less major expenditures of
$25 million for the PLP purchase, in addition to $6 million for the repurchase
of common stock.
Other (income) expense for the three months ended March 2, 1997 includes
gains from foreign currency of $1.555 million. The Company has taken currency
positions in the second quarter fiscal 1997 which effectively secure
previously recognized gains on foreign currency; keeps its low interest yen
denominated debt in place, and materially prevent future exposure to the
existing open positions (Yen denominated debt) as of March 2, 1997.
As a result of the above, income before provision for income taxes
increased from a $3.6 million profit for the three months ended March 3, 1996,
to a profit of $7.6 million for the three months ended March 2, 1997. As a
percentage of net sales, income before provision for income taxes increased
from 18.6% for the three months ended March 3, 1996 to 22.1% for the three
months ended March 2, 1997.
For the three months ended March 3, 1996, the Company recorded a tax
provision of $1.147 million for an effective tax rate of approximately 32%,
compared to a tax provision of $2.574 million for an effective tax rate of 34%
for the three months ended March 2, 1997. The Company has been positively
impacted due to the establishment of foreign operations and the resulting lower
effective taxes in some of those countries.
Liquidity and Capital Resources
In October 1996, the Company completed a secondary offering pursuant to which
the Company issued and sold 3,525,000 shares of its common stock and received
net
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proceeds of approximately $98.3 million. The Company intends to use such net
proceeds to reduce debt, and to expand manufacturing infrastructure primarily
through acquisitions and joint ventures, and capital expenditures.
The Company's cash on hand as of March 2, 1997 was $80.9 million. Net
cash provided by operating activities was $5.9 million for the three months
ended March 2, 1997, and the cash used in investing activities totaled $27.9
million. The investing activities primarily included the PLP acquisition, in
connection with which the Company paid approximately $25 million. Net cash
used in financing activities aggregated $5.3 million. This included
repurchases of common stock totaling $6.0 million.
In fiscal 1996, the Company entered into a bank financing agreement. The
agreement provides a $65 million credit facility which includes (i) a $25
million operating revolving line of credit to support letters of credit and
borrowings for the working capital needs of the Company and its subsidiaries
(the "Line of Credit"), (ii) $10 million in letters of credit and bankers
acceptance revolving line (the "Letters of Credit"); and (iii) a $30 million
non-revolving acquisition line of credit. Borrowings under the new credit
facility are subject to a defined borrowing base. The Line of Credit and
Letters of Credit mature in October 1998.
As of March 2, 1997, the Company had available borrowings of approximately
$30.1 million under the bank financing agreement (subject to the defined
borrowing base limitation). As of March 2, 1997, letters of credit issued
under the credit facility totaled approximately $3.5 million.
The Company from time to time enters into forward currency contracts under
which the Company is required to settle each contract at a future date by
exchanging a fixed amount of U.S. dollars or other currency for a fixed amount
of a denominated currency. Consequently, to the extent the value of the
denominated currency fluctuates relative to the U.S. dollar or such other
currency, the Company's financial condition could be adversely affected upon
settlement of such contracts depending on a number of factors. The Company
believes that these factors, which include, among others, the aggregate amount
of the contracts, the Company's ability to enter into offsetting contracts
prior to settlement of such contracts and the Company's ability to use U.S.
dollars or other foreign currency generated through the Company's operations to
settle its contracts, may help the Company to mitigate its exposure to
potential losses under these contracts.
The Company believes that the net proceeds from the October 1996 offering,
cash from operations and borrowings available under the Company's credit
facility will be sufficient to meet the Company's working capital and capital
expenditure needs for the foreseeable future.
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CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
<TABLE>
<S> <C>
Items 1-5 None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedules (For SEC Use Only)
(b) Reports on Form 8-K
A Current Report or Form 8-K dated January 30, 1997,
disclosing the acquisition of assets pursuant to Item
2, was filed with the Commission on February 14, 1997.
No financial statements were included.
</TABLE>
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 there unto duly authorized.
<TABLE>
<S> <C>
Chicago Miniature Lamp, Inc.
Date: April 14, 1997 By: /s/ Ronald S. Goldstein
----------------- --------------------------------
Ronald S. Goldstein
Chief Financial Officer
Date: April 14, 1997 By: /s/ Frank M. Ward
----------------- --------------------------------
Frank M. Ward, President and
Chief Executive Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-02-1996
<PERIOD-END> MAR-02-1997
<CASH> 80,860
<SECURITIES> 0
<RECEIVABLES> 33,206
<ALLOWANCES> (524)
<INVENTORY> 35,164
<CURRENT-ASSETS> 156,274
<PP&E> 78,336
<DEPRECIATION> (6,566)
<TOTAL-ASSETS> 243,015
<CURRENT-LIABILITIES> 85,541
<BONDS> 1,651
0
0
<COMMON> 195
<OTHER-SE> 149,019
<TOTAL-LIABILITY-AND-EQUITY> 243,015
<SALES> 34,130
<TOTAL-REVENUES> 34,130
<CGS> 24,087
<TOTAL-COSTS> 29,314
<OTHER-EXPENSES> (1,555)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,188)
<INCOME-PRETAX> 7,559
<INCOME-TAX> 2,574
<INCOME-CONTINUING> 4,985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,985
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
