<PAGE> 1
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 June 1, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR15(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 _____ NO __X___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date.
As of June 1, 1997, 19,072,006 shares of Registrant's Common Stock, $.01 par
value, were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 1, DECEMBER 1,
1997 1996
---------- ----------
(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 70,200 $ 109,027
Accounts receivable, net 35,329 18,532
Inventories 43,307 16,186
Prepaid expenses and other 7,957 2,090
---------- ----------
Total current assets 156,793 145,835
---------- ----------
PROPERTY, PLANT AND EQUIPMENT: 77,363 57,791
Less - Accumulated depreciation 7,531 5,640
---------- ----------
69,832 52,151
---------- ----------
OTHER ASSETS:
Goodwill, net of accumulated amortization 7,362 6,931
Other intangible assets, net of accumulated amortization 6,403 7,030
Other assets 1,069 55
---------- ----------
Total other assets 14,834 14,016
---------- ----------
Total assets $ 241,459 $ 212,002
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term notes payable $ 31,519 $ 21,560
Current portion of long-term debt 3,672
Accounts payable 16,586 6,404
Income taxes payable 2,129 3,042
Other accrued expenses 27,280 12,907
---------- ----------
Total current liabilities 77,514 47,585
---------- ----------
LONG-TERM DEBT, LESS CURRENT PORTION 654 5,863
---------- ----------
OTHER LIABILITIES:
Deferred income taxes 5,327 6,116
Other long-term liabilities 6,077 1,228
Minority interests 124 46
---------- ----------
Total other liabilities 11,528 7,390
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value -
Authorized - 100,000,000 shares
Issued - 19,500,903 and 19,457,249
Shares at June 1, 1997 and December 1, 1996, respectively 190 195
Additional paid-in capital 126,653 126,102
Foreign currency translation adjustment (534) 590
Retained earnings 34,126 24,277
Treasury stock at cost, 428,897 shares in 1997 (8,672) -
---------- ----------
Total stockholders' equity 151,763 151,164
---------- ----------
Total liabilities and stockholders' equity $ 241,459 $ 212,002
========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements
2
<PAGE> 3
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ------------------------
JUNE 1, JUNE 2, JUNE 1, JUNE 2,
1997 1996 1997 1996
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales $ 51,861 $ 22,125 $ 85,991 $ 41,527
Cost of products sold 37,216 14,361 61,303 27,243
----------- ----------- ---------- -----------
Gross margin 14,645 7,764 24,688 14,284
Selling, general and administrative expenses 8,654 3,308 13,881 6,109
----------- ----------- ---------- -----------
Operating income 5,991 4,456 10,807 8,175
Other (income) expense:
Interest, net (784) 240 (1,971) 323
Minority interest 44 44
Other, net (450) (34) (2,006) (16)
----------- ----------- ---------- -----------
Income before income taxes 7,181 4,250 14,740 7,868
Income taxes 2,370 1,347 4,944 2,494
----------- ----------- ---------- -----------
Net income $ 4,811 $ 2,903 $ 9,796 $ 5,374
=========== =========== ========== ===========
Net income per common share $ 0.25 $ 0.18 $ 0.51 $ 0.34
=========== =========== ========== ===========
Weighted-average shares outstanding 19,110 15,711 19,265 15,708
=========== =========== ========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------
JUNE 1, JUNE 2,
1997 1996
---------- ---------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $ (4,503) $ (5,474)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,522) (4,478)
Acquisitions, net of cash acquired (23,615) (10,899)
Proceeds from sale of interest in subsidiary 1,300
Decrease in short-term investments - 2,102
---------- ---------
Net cash used in investing activities (25,837) (13,275)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) of line of credit 5,730 22,496
Payments of long-term debt (4,652) (20)
Repurchase of common stock (8,677) -
Exercise of common stock options 466 -
Capitalization of offering costs (230) -
---------- ---------
Net cash provided by (used in) financing activities (7,363) 22,476
Effect of exchange rate changes on cash (1,124) 99
---------- ---------
Net increase (decrease) in cash and cash equivalents (38,827) 3,826
Cash and cash equivalents, beginning of period 109,027 4,005
---------- ---------
Cash and cash equivalents, end of period $ 70,200 $ 7,831
========== =========
</TABLE>
See accompanying notes to the condensed financial statements.
4
<PAGE> 5
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 General
The interim condensed 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 six month periods ended June 1, 1997 and June 2, 1996, (b)
the financial position at June 1, 1997, and (c) the cash flows for the six
month periods ended June 1, 1997 and June 2, 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 June 1, 1997 and
December 1, 1996 (dollars in thousands):
<TABLE>
<CAPTION>
June 1, December 1,
1997 1996
---- ----
<S> <C> <C>
Raw materials $ 17,898 $ 7,240
Work in progress 8,341 5,916
Finished goods 17,068 3,030
-------- --------
Inventory at FIFO $ 43,307 $ 16,186
======== ========
</TABLE>
5
<PAGE> 6
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 (collectively "Alba") for approximately $8.5 million in
cash, 150,000 shares of common stock of the Company valued at $3.3 million 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 ("Bruckner") 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 $22.3 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 of
Bruckner and PLP 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>
Six Months Ended Six Months Ended
June 1, 1997 June 2, 1996
------------ ------------
<S> <C> <C>
Net sales $101,482 $98,320
Net income $ 9,737 $ 5,288
Net income per share $ 51 $ .34
</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.
6
<PAGE> 7
Note 4 Capital Stock
On February 6, 1997, the Board of Directors authorized, subject to
certain business and market conditions, the purchase of shares of the Company's
common stock. On June 1, 1997, the purchases under this authorization
totaled 428,897 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
<PAGE> 8
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 six
months ended June 1, 1997 should be read in conjunction with the Consolidated
Financial Statements of the Company with accompanying notes. Except for
historical matters contained herein, the matters discussed herein are
forward-looking statements and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements reflect assumptions and involve risks and uncertainties which may
affect the Company's business and prospects and cause actual results to differ
materially from these forward-looking statements.
Results of Operations
Three months ended June 2, 1996 compared to the three months ended June 1,
1997.
Net sales increased from $22.1 million for the three months ended June
2, 1996 to $51.9 million for the three months ended June 1, 1997. In addition
to the increased sales volume from growth in market share and customer
development, the increase in 1997 second quarter sales volume resulted from the
inclusion of sales of approximately $24.1 million from the acquisition of Power
Lighting Products (PLP), (Reference Note 3 - Acquisitions). The overall growth
in sales of 134% 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 $7.8 million for the three months ended
June 2, 1996 to $14.6 million for the three months ended June 1, 1997 due to
the increased sales volume as previously described. As a percentage of net
sales, gross margin decreased from 35.1% for the three months ended June 2,
1996 to 28.2% for the three months ended June 1, 1997 due to a change in
product mix resulting primarily 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 $3.3
million for the three months ended June 2, 1996 to $8.7 million for the three
months ended June 1, 1997. This quarter-to-quarter comparison increase is
largely due to the integration of acquisitions made after June 2, 1996 which
are not reflected in the prior year (Reference Note 3 - Acquisitions). Alba,
located in Germany, has become the sales and administrative headquarters of an
expanded European operation. The initial reorganization plan for Alba has been
completed in the quarter ended June 1, 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 and higher variable selling
expenses. PLP is in the process of being reorganized and cost savings are
expected to be realized throughout the remainder of fiscal 1997.
8
<PAGE> 9
As a percentage of net sales, selling, general, and administrative expenses
were approximately 15.0% and 16.7% for the three months ended June 2, 1996 and
June 1, 1997, respectively.
Interest expense, net was $240,000 for the three months ended June 2,
1996 as compared to $784,000 of net interest income for the three months ended
June 1, 1997. This was the result of the investment of proceeds from the
secondary offering, less the major expenditures of $22.3 million for the PLP
acquisition, in addition to $8.7 million for the repurchase of common stock.
Other income for the three months ended June 1, 1997 totals $450,000.
This includes a $985,000 gain from the sale of a 49% interest in CML
Fiberoptics to Schott Corporation in connection with the formation of the
Schott-CML Fiberoptics Joint Venture. This gain is partially offset by net
costs of $535,000 incurred to lock a spot rate to hedge the Company's currency
positions. This closure effectively secures previously recognized gains on
foreign currency while keeping the Company's low interest yen denominated debt
in place and preventing future exposure to the existing open positions (yen
denominated debt).
As a result of the above, income before income taxes increased from a
$4.3 million profit for the three months ended June 2, 1996, to a profit of
$7.2 million for the three months ended June 1, 1997. As a percentage of net
sales, income before provision for income taxes decreased from 19.2% for the
three months ended June 2, 1996 to 13.8% for the three months ended June 1,
1997. This percentage decrease is due to the impact of the PLP acquisition.
For the three months ended June 2, 1996, the Company recorded a tax
provision of $1.3 million for an effective tax rate of approximately 32%,
compared to a tax provision of $2.4 million for an effective tax rate of 33%
for the three months ended June 1, 1997. The Company has been impacted due to
the establishment of foreign operations and the resulting effective taxes in
some of those countries.
Six months ended June 2, 1996 compared to six months ended June 1, 1997
The Company's net sales increased from $41.5 million for the six
months ended June 2, 1996 to $86 million for the six months ended June 1, 1997.
This increase in net sales is primarily due to growth of market share and
customer development as enhanced by the prior year acquisition of Alba and the
current year acquisition of PLP. PLP comprises $33.6 million of the sales
increase in the six months ended June 1, 1997.
Gross margin, as a percentage of net sales, decreased from 34.4% of
net sales for the six months ended June 2, 1996, to 28.7% for the six months
ended June 1, 1997, primarily as a result of a change in product mix from the
acquisition of PLP. This change in product mix will continue to affect the
Company's gross margin in the future as the ballast business has traditionally
been a lower margin business than those for the Company's other products.
9
<PAGE> 10
Selling, general and administrative expenses increased from $6.1
million for the six months ended June 2, 1996 to $13.9 million for the six
months ended June 1, 1997. This increase is largely due to the effect of the
acquisition of PLP. As a percentage of net sales, selling, general and
administrative expenses increased from 14.7% for the six months ended June 2,
1996, to 16.1% for the six months ended June 1, 1997. PLP, which was acquired
January 30, 1997, had a large administrative infrastructure in place and higher
variable selling expenses. PLP is in the process of being reorganized, and
cost savings are expected to be realized throughout the remainder of 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.
Interest expense, net, was $323,000 for the six months ended June 2,
1996 as compared to $1,971,000 of net interest income for the six months ended
June 1, 1997. This was the result of the investment of proceeds from the
secondary offering and positive cash flows less major expenditures of $22.3
million for the PLP acquisition, in addition to $8.7 million for the repurchase
of common stock.
Other income, net for the six months ended June 1, 1997 totals
$2,006,000. This includes a $985,000 gain from the sale of a 49% interest in
CML Fiberoptics to Schott Corporation in connection with the formation of the
Schott-CML Fiberoptics Joint Venture. Additional income of $1,021,000 was
provided from the net effect of locking in a spot rate to hedge foreign
currency transactions which have been secured as of June 1, 1997, while keeping
the Company's low interest yen dominated debt in place.
As a result of the above, income before income taxes, increased from
$7.9 million for the six months ended June 2, 1996, to $14.7 million for the
six months ended June 1, 1997. As a percentage of net sales, income before
income taxes, decreased from 18.9% for the six months ended June 2, 1996, to
17.1% for the six months ended June 1, 1997. This percentage decrease is due
to the impact of the PLP acquisition.
For the six months ended June 2, 1996, the Company recorded a tax
provision of $2.5 million for an effective rate of 32% compared to a tax
provision $4.9 million, for an effective tax rate of approximately 34%, for the
six months ended June 1, 1997. The Company has been impacted due to the
establishment of foreign operations and the resulting effective tax rates 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 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.
10
<PAGE> 11
The Company's cash on hand as of June 1, 1997 was $70.2 million. Net
cash used in operating activities was $4.5 million for the six months ended
June 1, 1997, and the cash used in investing activities totaled $25.8 million.
The investing activities primarily included the PLP acquisition, in connection
with which the Company paid approximately $22.3 million. Net cash used in
financing activities aggregated $7.4 million. This included repurchases of
common stock totaling $8.7 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 June 1, 1997, the Company had available borrowings of
approximately $29.8 million under the bank financing agreement (subject to the
defined borrowing base limitation). As of June 1, 1997, letters of credit
issued under the credit facility totaled approximately $6.6 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.
11
<PAGE> 12
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Items 1-4 None
Item 5 Other Information
The Company's German subsidiary, Alba Speaziallampen Holding GmbH, has
signed a letter of intent to acquire Vimercati, S.p.A. of Milan, Italy, a
company engaged in the business of manufacturing lamps, sockets and switches
for the automotive industry in Europe. The acquisition price, subject to due
diligence review and execution of a definitive agreement, is approximately $30
million, composed of 100,000 shares of the Company's Common Stock and
47,500,000 DM.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedule (For SEC Use Only)
(a) Reports on Form 8-K
None
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.
Chicago Miniature Lamp, Inc.
Date: July 16, 1997 By: /s/ Richard F. Parenti
------------------------------ ----------------------------
Richard F. Parenti
Vice President Finance and
Corporate Controller
Date: July 16, 1997 By: /s/ Frank M. Ward
------------------------------- -----------------------
Frank M. Ward, President and
Chief Executive Officer
12
<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> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> JUN-01-1997
<CASH> 70,200
<SECURITIES> 0
<RECEIVABLES> 35,853
<ALLOWANCES> (524)
<INVENTORY> 43,307
<CURRENT-ASSETS> 156,793
<PP&E> 77,363
<DEPRECIATION> 7,531
<TOTAL-ASSETS> 241,459
<CURRENT-LIABILITIES> 77,514
<BONDS> 654
0
0
<COMMON> 190
<OTHER-SE> 151,573
<TOTAL-LIABILITY-AND-EQUITY> 241,459
<SALES> 85,991
<TOTAL-REVENUES> 85,991
<CGS> 61,303
<TOTAL-COSTS> 75,184
<OTHER-EXPENSES> (1,962)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,971)
<INCOME-PRETAX> 14,740
<INCOME-TAX> 4,944
<INCOME-CONTINUING> 9,796
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,796
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
