ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF THE COMPANY
The Company was incorporated under the name of Soss Manufacturing Company in 1909 as a manufacturer of a line of concealed hinges sold to the hardware, furniture and home building trades and subsequently developed hinges and other stampings for the infant automotive industry. The Company went public in 1937 and had its shares traded on the American Stock Exchange.
In 1958, the Company began to diversify its interests through the acquisition of a number of businesses. It presently groups its businesses into three industry segments: electronics, farm equipment and fluid controls and construction products. From sales of $5,000,000 in 1958, 90 percent of which were derived from the production of automobile parts, the Company has grown to its present size and diversified structure with less than 5 percent automotive business.
The Company changed its name in January 1969 to SOS Consolidated Inc. to help alleviate confusion between the parent company and its automotive division. In April 1969, the Company's shares were listed for trading on the New York Stock Exchange. In January 1978, the Company adopted the name Core Industries Inc, as being more representative of its operations.
Effective February 19, 1992, the Company adopted a formal plan to divest three major electronics-related subsidiaries. The three operations, Anilam, FlexStar and Hilton, represented the Company's machine tool controls, disk-drive test equipment and capacitor business lines and were accounted for as discontinued operations. At August 31, 1993, no operations or assets of Anilam, FlexStar and Hilton remained.
Under the Company's method of operation and control, each division operates as a separate and autonomous entity with its own manufacturing, engineering, accounting, sales staff and distribution network. Personnel at corporate office direct overall policies and perform services for all divisions in the areas of financial control, manufacturing consultation, information systems and marketing. Corporate office maintains control over the divisions through direct contact, reviews of budgets and reports, internal auditing and involvement in formal planning. In addition, Corporate develops and implements strategic options to increase shareholder value and responds to division results and opportunities.
(B) INDUSTRY SEGMENTS
The Company is engaged principally in the manufacture of specialty products for commercial and industrial use. Required industry segment financial information is set forth in the notes to consolidated financial statements incorporated herein by reference. The Company's business includes three product segments as follows:
ELECTRONICS
The Electronics Group includes a wide range of products which are categorized into two major areas:
1. Test, measurement and control products.
2. Power supplies and components for the computer industry.
Specific products include volt/amp/ohmmeters, multimeters and recorders, harmonic analyzers, torque measurement and control systems, electronic fasteners, power supplies and precision carbide components. These products are sold principally through dealers and manufacturers' representatives throughout the United States and in many foreign countries.
There is substantial competition in the markets served by this product segment, and in certain instances, the Company competes with companies whose financial resources are greater. While it is difficult to obtain accurate information as to the relative ranking of the Company and its competitors, the Company believes that it is a leading producer of selected electrical test, measurement and control products.
The three electronics-related businesses that were divested in 1992 represented three separate lines of business and served separate customers. They produced machine tool controls, disk-drive test equipment and tantalum capacitors. These operations had total sales of $43,000,000 in fiscal year 1991, and represented approximately 40 percent of total group sales. The three businesses reported declining profits in fiscal 1991 and 1990.
The backlog of this segment aggregated $17,200,000 at August 31, 1994, as compared to $19,950,000 at August 31, 1993. It is anticipated that substantially all of the backlog will be shipped during the year ending August 31, 1995. In general, the business of this product segment is not highly seasonal in nature.
This segment's products are made principally from purchased electronic components and materials which are available from numerous sources. The Company has not experienced any problems as to their availability.
The Company holds important patents related to its Tech-Motive Tool product line. Other patents relative to this product segment, although of value, do not play a significant part in the Company's operations. The Company also has registered certain product trademarks which are considered to be of value. In 1994, the Company's GSE, Inc. subsidiary entered into an exclusive long-term distribution agreement in the Americas and Europe for a revolutionary torque sensing product line with a Japanese company. In addition to distributing products already developed by the Japanese company, GSE expects to jointly develop other products with this company.
FARM EQUIPMENT
Products include plows, grain drills, cultivators and other soil tillage equipment, grain augers and cleaners, feeders, and forage and harvesting dump wagons. These products are sold principally through separate dealers and distributors throughout the United States and contiguous Canadian provinces.
There is substantial competition in the markets served by this product segment, and in certain instances, the Company competes with companies whose financial resources are greater. The Company believes that it is a leading producer of tillage equipment and grain augers.
This product segment's backlog aggregated $4,450,000 at August 31, 1994, as compared to $3,700,000 at August 31, 1993. It is anticipated that substantially all of the backlog will be shipped during the first quarter of fiscal 1995. While the sales of certain individual products are seasonal in nature, the operations of this product segment are not highly seasonal on an overall basis. The farm economy has been historically very cyclical and can be significantly affected by the general economy and the weather. As is customary in the farm equipment industry, the Company makes many sales with seasonal dating payment terms to its farm equipment customers.
Effective December 1, 1993, the Company purchased the grain drill business of Best Manufacturing. This product line strongly complements the tillage products offered by the Company's Sunflower unit.
On September 23, 1993 (FY 1994), the Company sold one of its farm equipment divisions, Du-Al Manufacturing Company. Du-Al represented approximately 4 percent of the Company's total 1993 sales and approximately 4 percent of the Company's assets as of August 31, 1993. (See Note A to Selected Financial Data, Item 6.)
The primary raw material used by the businesses within this product segment is standard sheet steel which is available from numerous sources.
The Company holds a few patents relating to the products of this segment which, although of value, do not play a significant part in the Company's operations. The Company also has registered certain product trademarks which are considered to be of value.
FLUID CONTROLS AND CONSTRUCTION PRODUCTS
Products include valves and pipeline strainers for various fluid control purposes, molded plastic parts, metal stampings and hinges. This segment also includes mechanical contracting for the construction industry where most of the work is obtained on a competitive bid basis. Most of the products within the segment are sold principally through dealers and manufacturers' representatives throughout the United States and in certain foreign countries.
There is substantial competition in the markets served by this product segment, and in certain instances, the Company competes with companies whose financial resources are greater.
This product segment's backlog aggregated $10,250,000 at August 31, 1994, as compared to $13,400,000 at August 31, 1993. The backlog decrease is primarily related to the Company's Pioneer division which was sold during the year. It is anticipated that substantially all of the backlog will be filled during the year ending August 31, 1995. In general, the business of this product segment is not seasonal in nature.
Effective April 1, 1994, the Company purchased Hendrix Steel & Fabricating, Inc., a fabricator of strainers and other specialty flow control products.
Effective May 31, 1994, the Company sold its Pioneer Industries division, a manufacturer of metal doors and frames for the construction industry. Pioneer represented 5.7 percent of the Company's total 1993 sales and approximately 4 percent of the Company's assets as of August 31, 1993.
The primary raw materials used by this product segment are steel coil and sheet, castings made of various metals, resins and plastics. The Company generally obtains these materials from several sources, including foreign suppliers, and does not experience any problems with their availability.
The Company holds a few patents relative to this product segment which, although of value, do not play a significant part in the Company's operations. The Company also has registered certain product trademarks which are considered to be of value.
(C) EMPLOYMENT
At August 31, 1994, there were approximately 2,350 people employed by the Company in its operations, of whom 1,890 were employed in the United States.
(D) OTHER
While the Company places a high emphasis on the development of new and improved products, research and development activities did not represent significant expenditures during the past three years.
Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings and competitive position of the Company.
ITEM 2.
ITEM 2. PROPERTIES
Listed below are the major properties of the Company:
All of the above properties are substantially utilized, are suitable for the Company's needs and have sufficient productive capacity.
NOTE A: This leased production facility was financed by the proceeds of industrial development revenue bonds. The Company may purchase the facility under favorable terms upon satisfaction of the lease. As required by generally accepted accounting principles, the lease has been treated as a purchase by the Company.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Although the Company is involved in certain litigation incidental and related to its business, there are no material legal proceedings involving the Company not covered by insurance.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of 1994 to a vote of security holders through a solicitation of proxies or otherwise.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
At August 31, 1994, there were approximately 2,428 shareholders of record of the common stock of Core Industries Inc.
The Company's common stock is traded on the New York Stock Exchange. The following table indicated the high and low sales prices of the common stock of the Company, and the dividends paid per share for the periods indicated:
NOTE A: Under the Company's debt agreements with insurance companies, retained earnings of approximately $20 million were available for dividends at August 31, 1994 subject to future earnings levels.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
A summary of selected financial data follows:
NOTE A: Effective September 23, 1993, the Company sold its Du-Al Manufacturing Division, a manufacturer of front end loaders, back hoes and other equipment sold to the construction and farm industries. Effective May 31, 1994, the Company sold its Pioneer Industries Division, a manufacturer of metal doors and frames for the construction industry. The businesses sold had approximately $9,000,000 of sales in FY 1994 prior to disposition and approximately $20,000,000 of sales in FY 1993.
Other income for the year ended August 31, 1994 includes pretax gain of $1,475,000 (total of $.09 per share) related to the sale of the Du-Al Division.
NOTE B: Effective February 29, 1992, the Company adopted a formal plan to divest three major Electronics-related subsidiaries. The three operations, Anilam Electronics, FlexStar and Hilton Industries, produced machine tool controls, disk-drive test equipment and tantalum capacitors were accounted for as discontinued operations. Appropriate provisions were recorded for (a) the estimated losses of the discontinued operations through their expected disposal dates, (b) reduction of assets to their net realizable values and (c) the anticipated liabilities relating to the disposals. The total provision amounted to $20,859,000, net of income tax benefit of $7,315,000. Although there was a change in the individual components of the provision from the original estimate, in aggregate the provision was appropriate.
Selected information related to the discontinued operations follows:
(a) Six months ended February 29, 1992 (total fiscal year sales, $31,041,000).
NOTE C: The Company changed its methods of accounting for income taxes and postretirement benefits other than pensions effective September 1, 1991 to conform with Statements of Financial Accounting Standards Nos. 109 and 106, respectively. See Notes 3 and 4 to the Consolidated Financial Statements.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company in 1994 continued its strong improvement trend which began in 1992 when the Company took dramatic action to refocus management and operations. Sales and earnings improvements, product line expansions, acquisitions and strategic business sales all continued into 1994, supporting management's commitment to improving shareholder value.
Fiscal 1994 Compared with Fiscal 1993
Consolidated sales increased 6% in 1994 to $219 million from $207 million. Excluding the sales of Du-Al and Pioneer Industries, which were sold during the year, the sales from ongoing units increased 13%. Net earnings were $10 million, or 17% better than 1993. Included in 1994 earnings was a net favorable $.09 per share related to the sale of the Du-Al division; 1993 earnings included a net favorable $.03 per share related to a litigation settlement gain. Excluding these unusual items, net earnings increased 10% in 1994 compared to 1993.
Approximately 79% of the sales increase and 41% of the earnings before income tax increase was attributable to the Electronics Group. Excluding Du-Al sales and earnings, the Farm Segment sales grew 15% and profits grew almost 17%. Excluding the results of the sold Pioneer division, Fluid Controls and Construction sales increased 15% with earnings approximately the same in each year.
Overall gross profit margins decreased slightly to 29.7% due to competitive margin pressures in the power supply business, price discounting in the Fluid Control business, and effects of the slow construction markets on the sold Pioneer unit. The gross margin decline was more than offset by selling, general and administrative expenses at 18.9% of sales.
Other income in 1994 includes the $1.475 million gain related to the sale of the Company's Du-Al division, while other income in 1993 also includes unusual items--a litigation settlement of approximately $500,000 and approximately $300,000 in gains on property disposals. Interest expense declined 10.2% in 1994 from 1993 primarily due to decreased borrowings.
Fiscal 1993 Compared with Fiscal 1992
Consolidated net sales increased 12.7% in 1993 to $207 million from $183.7 million. Net earnings were $8.6 million, or 29.5% better than 1992 earnings from continuing operations before write-off of intangibles and other special charges. The 1992 special write-offs were $6.4 million.
Approximately 57% of the $23.3 million sales increase was attributable to the Electronics Group and 42% to the Farm Equipment Group. Nominal sales increases were realized in Fluid Controls and Construction Products. Earnings before taxes improved in all three product groups with the Farm Group increasing 110% in 1993.
Gross profit margins improved in Farm Equipment and Fluid Controls and Construction Products Groups during 1993. However, overall gross margins on net sales from continuing operations declined to 30.1% from 32.2%. The primary reason was market and competitive pressure resulting in price discounting, especially in computer power supplies of the Electronics segment. Selling, general and administrative expenses before 1992 special charges of $1.6 million decreased to 19.5% of sales compared to 20.8% in 1992 as a result of focused cost reduction programs related to certain selling and administrative activities.
The previously mentioned fourth quarter litigation settlement and gains on property disposals largely accounted for the increase in other income. Strong cash generation from operations with reduced borrowings, coupled with lower interest rates, caused interest expense to decline 17.6% in 1993 compared to 1992.
Product Group Detail
Electronics Group
Sales and earnings before taxes in 1994 increased 10.5% and 16.7%, respectively, over the prior year. All major units within the group had improved 1994 operating performance, primarily through new product introductions and increased market coverage programs. The power supply unit also favorably resolved a prior year's labor issue. Earnings in 1993 had been adversely affected by margin pressures in power supplies, which continued through 1994.
Fluid Controls and Construction Products Group
Sales increased 8% in 1994 over 1993, after a slight increase in sales between 1993 and 1992. Although sales and earnings were up in the fluid control and plastics units, this was offset by decreased earnings among the construction-related units, including the sold Pioneer division. Depressed conditions affected the construction market and caused price discounting.
Farm Equipment Group
Overall segment sales fell 7.6% while earnings grew 22% in 1994, which was attributable to the successful sale of the Du-Al unit in October, 1993. Excluding Du-Al's operations and the one-time gain on the Du-Al disposal, sales and earnings of the ongoing businesses within the Group improved 15.4% and 17%, respectively, in 1994 over 1993. New products and good market conditions contributed to this strong performance.
LIQUIDITY AND CAPITAL RESOURCES
One of the Company's financial strengths is its ability to generate cash from its operating activities. In 1994, the Company again experienced strong operating cash flow as operating activities provided $17.4 million. Cash flow generation has been enhanced by the Company's ongoing efforts to improve operating efficiencies, cost reductions, and a successful company-wide working capital reduction program.
During 1994 the Company paid down short- and long-term debt totaling $3.9 million, and operated most of 1994 free of any short-term debt. In addition, the Company invested in its future by making two strategic acquisitions at a total cost of $3.4 million and making capital expenditures of $5 million. The majority of the capital expenditures were focused at those units where the Company has the greatest growth potential. The Company plans to invest $6 million in capital expenditures in 1995, excluding business acquisitions.
The Company has an active program to complement internal growth with acquisitions of product lines and companies that meet the Company's selective criteria. It is expected that this effort will require the significant expenditure of funds over the next few years.
The Company received $9.8 million during the year from the sales of its Du-Al and Pioneer divisions, whose operations did not fit with the Company's strategic direction.
At August 31, 1994, the Company had $14.6 million in cash and cash equivalents and uncommitted bank credit facilities of $15 million. Management believes its current cash position, cash flows from operations, along with its borrowing capacity, are adequate to fund its strategies for future growth, including working capital, expenditures for manufacturing expansion and efficiencies, and acquisition activities.
At August 31, 1994, the Company had working capital of $82.7 million with a current ratio of 3.7 to 1, and the Company's capital employed (total debt and equity) amounted to $125 million. Year-end capital consisted of 37% debt and 63% equity, an improvement from 41% debt of total capital employed in 1993. Success in utilizing its capital more efficiently accounted for operating working capital as a percent of sales improving to 33.2% as of August 31, 1994 compared to 38.9% in the prior year. The Company's 1994 return on beginning equity of 14.1% was the highest since 1981.
At the Company's current quarterly dividend rate of $.06 per share, annual dividend payments would approximate $2.4 million. Under the Company's debt agreements with insurance companies, retained earnings of approximately $20 million are available for dividends, subject to future earnings levels.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the Annual Report and are identified in Item 14(a)(1) of this report, and are incorporated by reference in this Item 8 (See Exhibit 13). Other financial schedules are filed pursuant to Item 14(a)(2) and exhibits are filed pursuant to Item 14(a)(3) of this report.
Selected quarterly financial data for the years 1994 and 1993 appear in Note 13 to the financial statements on Page of the Annual Report (See Exhibit 13). Such data is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On January 11, 1994, the Company's Board of Directors, acting upon the recommendation of the Company's Audit Committee of the Board of Directors, selected the firm of Coopers & Lybrand L.L.P. to replace Deloitte & Touche LLP as its certified public accountants. Deloitte & Touche LLP was dismissed as the Company's certified public accountants as of that date.
Deloitte & Touche LLP's reports on the Company's financial statements for the two fiscal years prior to its dismissal did not contain an adverse opinion or a disclaimer of opinion, nor were the reports qualified as to uncertainty, audit scope or accounting principles. There were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure during the Company's two fiscal years, or any subsequent interim period, preceding the dismissal of Deloitte & Touche LLP. None of the kinds of events listed in Item 304(a)(1)(v) of Regulation S-K occurred within the Company's two fiscal years, or any subsequent interim period, preceding the dismissal of Deloitte & Touche LLP.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The information required by this item is incorporated by reference to a definitive proxy statement involving the election of directors which is filed by the Company pursuant to Regulation 14A within 120 days after the close of its fiscal year.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is provided as to the Executive Officers of the Company:
*Elected by the Board of Directors on January 11, 1994.
(A) Son of Harold M. Marko, one of the Company's directors.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to a definitive proxy statement involving the election of directors which is filed by the Company pursuant to Regulation 14A within 120 days after the close of its fiscal year.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to a definitive proxy statement involving the election of directors which is filed by the Company pursuant to Regulation 14A within 120 days after the close of its fiscal year.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to a definitive proxy statement involving the election of directors which is filed by the Company pursuant to Regulation 14A within 120 days after the close of its fiscal year.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS. The following financial statements are incorporated herein by reference. Pages in Annual Report -------------
Report of Management * Fiscal Year 1994 Report of Independent Accountants * Fiscal Year 1993 and 1992 Independent Auditors' Report * Consolidated Balance Sheets as of August 31, 1994 and 1993 * Consolidated Statements of Earnings for the Years Ended August 31, 1994, 1993 and 1992 * Consolidated Statements of Stockholders' Equity for the Years Ended August 31, 1994, 1993 and 1992 * Consolidated Statements of Cash Flows for the Years Ended August 31, 1994, 1993 and 1992 * Notes to Consolidated Financial Statements for the Years Ended August 31, 1994, 1993 and 1992 thru *
* See Exhibit 13 to Form 10-K
(A) 2. FINANCIAL STATEMENT SCHEDULES
Schedules other than those listed are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(A) 3. EXHIBITS
The exhibits are listed on the accompanying Index to Exhibits.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the last quarter of the period covered by this report.
CORE INDUSTRIES INC AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended August 31, 1994, 1993 and 1992
Note A: Accounts written off.
Note B: Discontinued operations.
CORE INDUSTRIES INC AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended August 31, 1994, 1993 and 1992
Note A: Average amount outstanding during the period is computed by dividing the sum of the daily weighted average outstanding principal balances by 365.
Note B: Average interest rate for the year is computed by dividing the actual short-term interest expense by the average short-term debt outstanding.
CORE INDUSTRIES INC AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended August 31, 1994, 1993 and 1992
Note A: Amounts are not presented as such amounts are less than one percent of net sales.
Note B: Includes a special charge of $2,721,000 to write-off that portion of the excess of cost over net assets of companies acquired considered to be not realizable as a result of management's reassessment of the strategic direction of the Company.
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.
CORE INDUSTRIES INC Date: November 16, 1994
By: /s/ Thomas G. Hooper ------------------------------------------- Thomas G. Hooper, Treasurer and Controller
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
CHIEF EXECUTIVE OFFICER:
/s/ David R. Zimmer November 16, 1994 - ------------------------------------------------ -------------------- David R. Zimmer, President and Director Date
CHIEF FINANCIAL OFFICER:
/s/ Raymond H. Steben, Jr. November 16, 1994 - ------------------------------------------------ -------------------- Raymond H. Steben, Jr., Vice President - Finance Date
OTHER DIRECTORS:
/s/ Jay Alix November 16, 1994 - ------------------------------------------------ -------------------- Jay Alix Date
/s/ Richard P. Kughn November 16, 1994 - ------------------------------------------------ -------------------- Richard P. Kughn Date
/s/ Harold M. Marko November 16, 1994 - ------------------------------------------------ -------------------- Harold M. Marko Date
/s/ Lawrence J. Murphy November 16, 1994 - ------------------------------------------------ -------------------- Lawrence J. Murphy, Executive Vice President Date
/s/ Alan E. Schwartz November 16, 1994 - ------------------------------------------------ -------------------- Alan E. Schwartz Date
INDEX TO EXHIBITS
**Incorporated by reference to the 1992 10-K
*Filed herewith
NOTE: The Exhibits attached to this report will be furnished to requesting security holders upon payment of a reasonable fee to reimburse the Company for expenses incurred by the Company in furnishing such Exhibits.