Item 2. PROPERTIES
The Company owns or leases the manufacturing properties described below. All properties are in good condition.
Location
Owned Square Feet -------------------------------------------------- Jenkintown, Pennsylvania............ 683,000(a) Cleveland, Ohio .................... 413,000(a) Santa Ana, California............... 305,000(a)(i) Salt Lake City, Utah ............... 86,000(a) Marengo, Illinois .................. 442,000(b) Muskegon, Michigan ................. 110,000(b) Norfolk, Nebraska .................. 103,000(b) Sevierville, Tennessee ............. 65,000(b) Ogallala, Nebraska ................. 26,000(b) Anasco, Puerto Rico................. 129,000(a)(j) Coventry, England .................. 240,000(a) Birmingham, England ................ 137,000(a) Leicester, England ................. 88,000(a) Melbourne, Australia ............... 44,000(a)
Leased Lease Expires Square Feet ------------------------------------------------------------ Walled Lake, Michigan April 30, 1994 21,000(a) Leicester, England (c) (d) 90,000(a) Shannon, Ireland (e) (f) (g) 233,000(a) Barcelona, Spain April 20, 2005 129,000(a) Tarragona, Spain (h) 11,000(a)
---------- (a) Fastener segment (b) Materials segment (c) Lease for 38,000 square feet expires January 12, 1997. (d) Lease for 52,000 square feet expires July 1, 1995. (e) Lease for 54,000 square feet expires April 1, 1996. (f) Lease for 75,000 square feet expires November 15, 2010. (g) Lease for 104,000 square feet expires November 13, 2010. (h) Lease expires November 1, 1994, with biennial renewal options. (i) Approximately 70,000 square feet used for manufacturing purposes, with the remaining 235,000 square feet held for lease. (j) Closed and held for sale.
The Company also owns a 63,000 square-foot corporate headquarters facility in Newtown, Pennsylvania. This facility is currently held for sale. Industrial Development Revenue Bonds were issued to finance the acquisition and improvement of the Salt Lake City, Utah, facility. These bonds are collateralized by a first mortgage on this facility and a bank letter of credit.
Item 3.
Item 3. LEGAL PROCEEDINGS
For discussion of legal proceedings, see Note 14 to the Company's Consolidated Financial Statements on page 12 in the 1993 Annual Report to Shareholders which is incorporated herein by reference.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter of 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT
All executive officers of the Company are named below and are appointed by the Board of Directors. The date that each officer was first appointed to his present position is indicated. No officer listed was appointed as a result of any arrangement between him and any other person as that phrase is understood under the Securities Exchange Act regulations. No family relationship exists among the executive officers of the Company.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Information regarding the principal markets on which SPS Technologies common stock is traded, the high and low sales price for the stock on the New York Stock Exchange for each quarterly period during the past two years, the quarterly cash dividends declared by SPS Technologies with respect to its common stock during the past two years, and the approximate number of holders of common stock at March 7, 1994 is included under the caption entitled "Common Stock Information" on page 21 in the 1993 Annual Report to Shareholders and is incorporated herein by reference.
Item 6.
Item 6. SELECTED FINANCIAL DATA
A summary of selected financial data for SPS Technologies for the years and year ends specified is included under the caption entitled "Selected Financial Data" on page 23 in the 1993 Annual Report to Shareholders and is incorporated herein by reference.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information regarding SPS Technologies financial condition, changes in financial condition and results of operations is included under the caption entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 24 to 27 in the 1993 Annual Report to Shareholders and is incorporated herein by reference.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements for SPS Technologies included on pages 4 through 19 in the 1993 Annual Report to Shareholders, together with required supplementary data that is included in Footnote 23, "Summary of Quarterly Results" on page 20 in the 1993 Annual Report to Shareholders, are incorporated herein by reference.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of directors:
Information regarding directors is incorporated by reference to the Definitive Proxy Statement, Election of Directors, if filed with the Securities and Exchange Commission (SEC) within 120 days after December 31, 1993. To the extent not so filed, such information will be provided on a Form 10-K/A filed with the SEC.
(b) Identification of executive officers:
Information regarding executive officers is contained in Part I of this report (page 5).
Item 11.
Item 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference to the Definitive Proxy Statement, Executive Compensation and Board Meetings, Committees and Compensation, if filed with the SEC within 120 days after December 31, 1993. To the extent not so filed, such information will be provided on a Form 10-K/A filed with the SEC.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the Definitive Proxy Statement, Ownership of Voting Securities, if filed with the SEC within 120 days after December 31, 1993. To the extent not so filed, such information will be provided on a Form 10-K/A filed with the SEC.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. The Consolidated Financial Statements and related Notes set forth on pages 4 through 19 of the 1993 Annual Report to Shareholders are incorporated by reference (See Exhibit 13). The Report of Independent Accountants, which covers both the Consolidated Financial Statements and the financial statement schedules, appears on page 11 of this report.
2. Financial Statement Schedules:
The following supplemental schedules are located in this report on the pages indicated.
Page ---- V Property, Plant and Equipment 12
VI Accumulated Depreciation and Amortization of Property, Plant and Equipment 13
VIII Valuation and Qualifying Accounts 14
IX Short-Term Borrowings 14
X Supplementary Income Statement Information 14
Schedules other than those listed above are omitted for the reason that they are either not applicable or not required or because the information required is contained in the financial statements or notes thereto.
3. Exhibits:
(b) Reports on Form 8-K:
Form 8-K was filed on December 1, 1993 stating that the Board of Directors had elected Charles W. Grigg as Chairman of the Board and Chief Executive Officer, and a Director of the Company, effective December 1, 1993.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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: March 28, 1994 /s/ WILLIAM M. SHOCKLEY ------------------------------------ William M. Shockley Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
REPORT OF INDEPENDENT ACCOUNTANTS
THE SHAREHOLDERS AND BOARD OF DIRECTORS SPS TECHNOLOGIES, INC.:
We have audited the consolidated financial statements of SPS Technologies, Inc. and subsidiaries as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, which financial statements are included on pages 4 through 19 of the 1993 Annual Report to Shareholders of SPS Technologies, Inc. and subsidiaries and incorporated by reference herein. We have also audited the financial statement schedules as listed in Item 14(a)2 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SPS Technologies, Inc. and subsidiaries as of December 31, 1993 and 1992, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for income taxes and postretirement benefits other than pensions in 1992.
/s/ COOPERS & LYBRAND ------------------------- COOPERS & LYBRAND
2400 Eleven Penn Center Philadelphia, Pennsylvania 19103 March 2, 1994, except as to Note 12 for which the date is March 21, 1994
SCHEDULE V
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES Property, Plant and Equipment Years ended December 31, 1993, 1992 and 1991
(Thousands of dollars)
Depreciation is provided substantially on a straight-line basis over the estimated useful lives of the respective assets, generally as follows: Buildings, 5 to 50 years; Machinery and equipment, 3 to 20 years.
---------- The 1992 and 1991 amounts have been reclassified (see Note 3 to the Consolidated Financial Statements) (a) Transfers among accounts and miscellaneous adjustments, net. (b) Translation adjustments. (c) The May 3, 1991, balances, and subsequent additions, retirements and translation adjustments reclassified to net assets held for sale. (d) Amounts include $59 of land, $757 of buildings and $2,084 of machinery and equipment related to the acquisition of a bonded magnet business in December 1992.
SCHEDULE VI
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES Accumulated Depreciation and Amortization of Property, Plant and Equipment Years ended December 31, 1993, 1992 and 1991
(Thousands of dollars)
---------- The 1992 and 1991 amounts have been reclassified (see Note 3 to the Consolidated Financial Statements). (a) Transfers among accounts and miscellaneous adjustments, net. (b) Translation adjustments. (c) The May 3, 1991, balances, and subsequent additions, retirements and translation adjustments reclassified to net assets held for sale.
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Years ended December 31, 1993, 1992 and 1991
(Thousands of dollars) SCHEDULE VIII
Valuation and Qualifying Accounts
---------- The 1992 and 1991 amounts have been reclassified (see Note 3 to the Consolidated Financial Statements). (a) Uncollectible receivables less recoveries. (b) Transfers to net assets held for sale.
SCHEDULE IX
Short-Term Borrowings
---------- (a) For general terms, see Note 10 to the Consolidated Financial Statements. (b) The average amount outstanding during each period is the average of the month end balances. (c) The weighted average interest rate during the period is determined by dividing interest expense related to short-term borrowings by the average of the month end balances.
SCHEDULE X
Supplementary Income Statement Information
Charged to Costs and Expenses ITEM 1993 1992 1991 ------------------------------------------------------------------------- Maintenance and Repairs .......... $9,096 $8,925 $9,920 =========================================================================