Item 2. Properties -----------
The following is a summary by industry segment of the properties occupied by the Company.
All plants are of adequate capacity and are utilized generally on a one-shift basis. The Winsted, CT facility of the Waring Products Division is utilized as a records storage facility and is also available for sale. Approximately 66,000 square feet of the Scranton, PA facility of the Anemostat Products Division has been leased on a short-term basis. Approximately 40,000 square feet of the New Hartford, CT facility of the Waring Products Division is available for lease.
Discontinued Operations: - ------------------------
The following property, previously operated by the Company, is being held for sale or disposition by the Company:
The above property is currently subleased on a short-term basis.
The following property, which continues to be occupied and operated by the Fermont Division, a discontinued operation, is held for sale in connection with the sale of the business.
Item 3.
Item 3. Legal Proceedings -----------------
With respect to claims and actions against the Company, including environmental matters, it is the opinion of Management that they will have no material effect on the financial position of the Company. Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
Not applicable
The officers named above were elected to hold the offices set opposite their respective names until the meeting of directors following the next annual meeting of shareholders. Edward J. Mooney terminated his employment on December 31, 1993, retired under the Company's pension plan and became a consultant to the Company until his death on February 7, 1994. Henry V. Kensing was elected Secretary of the Corporation by the Board of Directors on February 23, 1994.
Except as above stated, the officers named above have served in their respective capacities for the past five years.
There are no family relationships between any directors or executive officers of the Company.
Part II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related ---------------------------------------------------- Security Holder Matters -----------------------
Range of Stock Prices and Dividend Information on page 23 of the annual report to security holders for the year ended December 31, 1993 is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data -----------------------
Selected Financial Data on page 21 of the annual report to security holders for the year ended December 31, 1993 is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations -----------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition on pages 4 through 6 of the annual report to security holders for the year ended December 31, 1993 is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data -------------------------------------------
The following consolidated financial statements of the registrant and its subsidiaries are included in the annual report to security holders for the year ended December 31, 1993 and are incorporated herein by reference.
Item 9.
Item 9. Changes In and Disagreements with Accountants --------------------------------------------- on Accounting and Financial Disclosure --------------------------------------
Not applicable
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant --------------------------------------------------
Identification of directors of the registrant and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 6, 1994, under caption "Election of Directors", and said information is incorporated herein by reference.
Identification of executive officers of the registrant and information related thereto is included in Part I of this Form 10-K.
Item 11.
Item 11. Executive Compensation ----------------------
Remuneration of directors and officers and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 6, 1994, under the captions "Election of Directors", including information on the Stock Retirement Plan for Outside Directors, "Executive Compensation", "Pension Benefits", "Savings and Investment Plan" and "1980 Restricted Stock and Cash Bonus Plan", and said information is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and --------------------------------------------------- Management ----------
Security ownership of management and of certain beneficial owners and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held May 6, 1994, under the captions "Election of Directors" and "Security Ownership of Certain Beneficial Owners", and said information is incorporated herein by reference. Item 13.
Item 13. Certain Relationships and Related Transactions ----------------------------------------------
Not applicable.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on ------------------------------------------------------ Form 8-K --------
(a)(1) The report of independent auditors and the following consolidated financial statements of the registrant and its subsidiaries included in the annual report to security holders for the year ended December 31, 1993 are incorporated by reference in Item 8 above:
Consolidated Balance Sheets-- As of December 31, 1993 and 1992
Consolidated Statements of Operations-- For the Years Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Stockholders' Equity-- For the Years Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows-- For the Years Ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
(a)(2) and(d) The following consolidated financial statement schedules of the registrant and its subsidiaries are included in this Form 10-K. Page(s) -------
Schedule VIII--Valuation and Qualifying Accounts--For the Years Ended December 31, 1993, 1992 and 1991 15-17
Schedule X--Supplementary Income Statement Information-- For the Years Ended December 31, 1993, 1992 and 1991 18
The consolidated financial statements of CTS Corporation, the registrant's investment in which is accounted for by the equity method, are subject to the Rules and Regulations of the Securities and Exchange Commission and have been examined by Price Waterhouse, independent accountants for CTS Corporation. The following consolidated financial statement information and schedules concerning CTS Corporation, which are included in CTS Corporation's annual report on Form 10-K for the year ended December 31, 1993, certain consolidated financial statement schedules included in said Form 10-K and CTS Corporation's annual report to stockholders for 1993 attached to said Form 10-K as Exhibit 13 thereto (all of which are included as Exhibit 28 to this Form 10-K), are incorporated by reference herein.
The above financial statement information and schedules concerning CTS Corporation incorporated herein by reference were furnished to the registrant by CTS Corporation and were used by the registrant as the basis of recording registrant's net income (loss) from its equity investment in CTS Corporation, and the amounts of income (loss) included in registrant's financial statements are based solely on the aforesaid CTS Corporation financial statement information and schedules and report of Price Waterhouse, independent accountants for CTS Corporation.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted, or the information is included in the consolidated financial statements, or notes thereto, of registrant or of CTS Corporation incorporated by reference herein.
(a) (3) and (c) Exhibits --------
The response to this portion of Item 14 appears on the Exhibits Index in a separate section of this Form 10-K on pages 19 and 20.
(b) Reports on Form 8-K -------------------
There were no reports on Form 8-K filed for the three months ended December 31, 1993.
SIGNATURES ----------
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. DYNAMICS CORPORATION OF AMERICA - -------------------------------
/S/ Patrick J. Dorme March 30, 1994 - ------------------------------------------- (Signature) Patrick J. Dorme - Vice President- Finance and Chief Financial Officer
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 date indicated.
/S/ Andrew Lozyniak March 30, 1994 - --------------------------------------- Andrew Lozyniak - Chairman of the Board and President
/S/ Henry V. Kensing March 30, 1994 - --------------------------------------- Henry V. Kensing - Director, Vice President, General Counsel and Secretary
/S/ Patrick J. Dorme March 30, 1994 - --------------------------------------- Patrick J. Dorme - Director, Vice President- Finance and Chief Financial Officer
/S/ Harold Cohan March 30, 1994 - --------------------------------------- Harold Cohan - Director
/S/ Frank A. Gunther March 30, 1994 - --------------------------------------- Frank A. Gunther - Director
/S/ Russell H. Knisel March 30, 1994 - --------------------------------------- Russell H. Knisel - Director
/S/ Saul Sperber March 30, 1994 - --------------------------------------- Saul Sperber - Director
/S/ M. Gregory Bohnsack March 30, 1994 - --------------------------------------- M. Gregory Bohnsack - Corporate Controller and Principal Accounting Officer
CONSENT OF INDEPENDENT AUDITORS -------------------------------
To the Board of Directors and Stockholders Dynamics Corporation of America
We consent to the incorporation by reference in this Annual Report (Form 10-K) of Dynamics Corporation of America of our report dated February 22, 1994, included in the 1993 Annual Report to Stockholders of Dynamics Corporation of America.
Our audits also included the financial statement schedules of Dynamics Corporation of America listed in Item 14(a). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. 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 set forth therein.
ERNST & YOUNG
Stamford, Connecticut February 22, 1994
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
For The Years Ended December 31, 1993, 1992 and 1991 (in thousands)
Column A Column B -------- --------
Charged to Costs Item and Expenses ---- ------------------------
1993 1992 1991 ---- ---- ----
Maintenance and repairs $1,186 $1,244 $1,381 ------ ------ ------
Advertising costs $3,130 $3,249 $2,257 ------ ------ ------
The above information pertains to the continuing operations of the Company.
All other items required by this schedule were omitted as amounts constitute less than one percent of net sales or are disclosed elsewhere in this Annual Report on Form 10-K.
Exhibits Index --------------
Item 14. (a) (3) and (c)
Pursuant to Regulation S-K, Item 601, following is a list of Exhibits: (A) Exhibits incorporated by reference.
Exhibit 4 - Instruments defining the rights of security holders: 1. The rights of common stockholders and preferred stockholders (currently unissued) are defined in the Articles of Incorporation referred to in Exhibit 3 and in the Form 8A for registration of certain classes of securities (Rights and Preferred Stock), Rights Agreement dated as of January 30, 1986, Summary of Rights, letter to stockholders, press release and Listing Application to the New York Stock Exchange with respect to the Rights, all of which were included in the Exhibits of the registrant's Form 10-Q Quarterly Report for the period ended March 31, 1986. Exhibit 10 - Material contracts: Management Compensatory Plans, Contracts and Arrangements --------------------------------------------------------- 1. 1980 Restricted Stock and Cash Bonus Plan, as amended, was included in the registrant's definitive proxy statement for the Annual Meeting of Shareholders on May 6, 1988. 2. Employment contracts dated February 1, 1991 with: Andrew Lozyniak - Chairman of the Board and President; Edward J. Mooney - Vice Chairman of the Board, Vice President and Secretary; Patrick J. Dorme - Vice President-Finance and Chief Financial Officer and Henry V. Kensing - Vice President and General Counsel were included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1990. 3. Stock Retirement Plan for Outside Directors, as amended, was included in the registrant's definitive proxy statement for the Annual Meeting of Shareholders on May 1, 1992. 4. Incentive Performance Plan was included in the Exhibits of the Registrant's Form 10-K Annual Report for the year ended December 31, 1992 5. Executive Life Insurance Policies was included in the Exhibits of the Registrant's Form 10-K Annual Report for the year ended December 31, 1992 6. Prescription Drug Plan for Outside Directors was included in the Exhibits of the Registrant's Form 10-K Annual Report for the year ended December 31, 1992
Other ----- Agreement dated October 9, 1990 between Dynamics Corporation of America and Gabelli Funds, Inc. and GAMCO Investors, Inc. was included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1990.
Exhibit 22 - Subsidiaries of the registrant were included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1984.
(B) Exhibits filed in or as a separate section of this report.
Page ----
Exhibit 3 - Articles of incorporation and bylaws: 1. Bylaws, as amended. (a)
Exhibit 13 - Annual report to security holders for the year ended December 31, 1993. (b)
Exhibit 24 - Consent of Independent Auditors 14
Exhibit 28 - CTS Corporation annual report on Form 10-K for the year ended December 31, 1993, (without Exhibits except as noted), the Report of Independent Accountants and the Financial Statement Schedules V, VI and VIII included in said Form 10-K, and CTS Corporation's annual report to stockholders for 1993 included in said Form 10-K as Exhibit 13 thereto. (c)
(a) Filed herewith. (b) Unnumbered and immediately following the final numbered page of this report. (c) Unnumbered and following the registrant's annual report to security holders for the year ended December 31, 1993.