10-Q 1 qrt10qq202.txt JUNE 30, 2002 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2002 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission file number: 1-1212 DRIVER-HARRIS COMPANY (Exact name of registrant as specified in its charter) New Jersey 22-0870220 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 200 Madison Avenue Convent Station, New Jersey 07960 (Address of principal executive offices) Registrant's telephone no., including area code (973) 267-8100 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 filing 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 latest practicable date. Common Stock, $0.83 1/3 par value -- 1,474,346 shares as of August 19, 2002. DRIVER-HARRIS COMPANY I N D E X

PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements Unaudited Condensed Consolidated Balance Sheets ~~September~~June 30, ~~2001~~2002 and December 31, ~~2000~~2001 3 Unaudited Condensed Consolidated Statements of Loss - Three and ~~Nine~~six Months ended ~~September~~June 30, ~~2001~~2002 and ~~September~~June 30, ~~2000~~2001 4 Unaudited Condensed Consolidated Statements of Cash Flows - ~~Nine~~Six Months ended ~~September~~June 30, ~~2001~~2002 and ~~September~~June 30, ~~2000~~2001 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 9 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits (b) Reports on Form 8-K ~~None filed in quarter~~ SIGNATURES 910

DRIVER-HARRIS COMPANY AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands)

~~September~~June 30, December 31, 2002 2001 ~~2000~~ ----------- ----------- (Unaudited) ASSETS Current assets: Cash $ 24135 $ ~~428~~250 Accounts receivable - net 85,~~225~~378 96,~~657~~780 Assets held for sale - 234 Inventories: Materials ~~362~~321 ~~353~~206 Work in process ~~155~~196 ~~188~~246 Finished products 31,~~506~~995 42,~~032~~314 -------- ------- 42,~~023~~512 42,~~573~~766 Prepaid expenses ~~205~~333 ~~468~~251 -------- ------- Total current assets 128,~~477~~358 1510,~~126~~281 Assets held for sale 127 127 Property, plant & equipment - net 3,~~681~~362 3,~~925~~155 -------- ------- $ 1611,~~158~~847 $ 1913,~~051~~563 ======== ======= LIABILITIES Current Liabilities: Short-term borrowings $ 64,~~096~~144 $ 65,~~202~~785 Current portion of long-term debt ~~146~~436 ~~395~~474 Note payable to ~~PBGC~~Pension Benefit Guaranty Corp 1,~~403~~514 -1,434 Accounts payable 54,~~490~~314 54,~~727~~905 Accrued expenses 2,~~212~~708 21,~~297~~912 Loan payable to officer 4340 5841 ~~Income taxes payable~~ - 23 ------- ------- Total current liabilities 1513,~~390~~156 14,~~702~~551 Long-term debt ~~177~~16 ~~1,651~~36 Deferred Grants ~~378~~383 ~~421~~361 ~~Deferred foreign income taxes 144 148~~ Postretirement benefit liabilities ~~562~~589 ~~561~~570 ~~Sundry~~-------- ~~liabilities~~ ------- 37Total Liabilities 14,144 15,518 Stockholders' equity: Common stock 1,~~318~~320 1,~~292~~320 Additional paid-in capital 2,~~424~~425 2,~~419~~425 Accumulated ~~loss~~deficit (13,~~970~~836) (~~125~~3,376) Accumulated other comprehensive loss (2,~~268~~206) (2,~~055~~324) --------- ------- Stockholders' equity (~~493~~2,297) (1,~~531~~955) --------- ------- $ 1611,~~158~~847 $ 1913,~~051~~563 ========= ======= See accompanying notes.

DRIVER-HARRIS COMPANY AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollar amounts in thousands, except per share data)

THREE MONTHS ENDED ~~NINE~~SIX MONTHS ENDED ~~September~~June 30 ~~September~~June 30 2002 2001 ~~2000~~2002 2001 ~~2000~~ ------- ------- -------- ------ Net sales $74,~~408~~749 $ 78,~~902~~157 $2410,~~253~~670 $2916,~~090~~845 Other ~~revenues~~revenue 134 1615 4823 4735 ------- ------- -------- ------ Total ~~Revenues~~Revenue 74,~~421~~753 78,~~918~~172 2410,~~300~~693 2916,~~137~~880 Cost of sales 64,~~915~~329 7,~~238~~708 229,~~424~~608 2515,~~912~~509 ------- ------- -------- ------ ~~506~~Gross ~~680~~profit 424 464 1,~~876~~085 31,~~225~~371 Selling, general and administrative expenses 752 1,~~005~~108 1,~~100~~638 32,~~111~~107 ~~3,475~~ ------ -------- -------- ------ Operating income (loss) (~~499~~328) (~~420~~644) (~~1,235~~553) (~~250~~736) Other charges (credits): Gain on assets held for sale - - (239) - Interest ~~169~~133 ~~150~~227 ~~618~~236 ~~467~~449 Foreign exchange (gain) loss 8833 (~~246~~85) 29(90) (~~224~~59) -------- -------- -------- ------ Loss before income taxes (~~756~~494) (~~324~~786) (~~1,882~~460) (~~493~~1,126) Income taxes - ~~(1)~~- - (37) - ------- -------- -------- ------ NET LOSS $ (~~756~~494) $ (~~323~~786) $ (~~1,845~~460) $ (~~493~~1,089) ======== ======== ======== ====== BASIC NET LOSS PER SHARE $(.5134) $(.2453) $(1.2531) $(.3674) ======== ======== ======== ====== DILUTED NET LOSS PER SHARE $(.5134) $(.2453) $(1.2531) $(.3674)* ======== ======== ======== ======= Basic earnings per share-weighted average shares 1,~~472~~474,~~477~~346 1,~~378~~471,~~486~~543 1,474,346 1,471,543 Diluted earnings per share-weighted average shares 1,~~472~~474,~~477~~346 1,~~378~~471,~~486~~543 1,474,346 1,471,543 * Adjusted weighted average shares not used since effect on earnings per share would be anti-dilutive. See accompanying notes.

DRIVER-HARRIS COMPANY AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Amounts in thousands)

~~NINE~~SIX MONTHS ENDED ~~September~~June 30 ---------------------- 2002 2001 ~~2000~~ ------ ------ OPERATING ACTIVITIES Net income (loss) $ (~~1,897~~460) $ (~~493~~1,089) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization ~~292~~193 ~~305~~185 ~~Non-cash~~Gain ~~compensation~~on 35disposal 92of assets held for sale (234) - Receivables 1,~~102~~941 (91,028) Inventories ~~434~~588 (~~562~~116) Prepaid expenses ~~255~~ (~~296~~69) 241 Accounts payable and accrued expenses (94532) (3244) Sundry 233 ~~(53)~~34 --------- ------- NET CASH PROVIDED BY ~~(USED IN)~~ OPERATING ACTIVITIES ~~129~~1,460 (12,~~019~~017) INVESTING ACTIVITIES Capital expenditures (~~212~~49) (~~215~~32) Sundry 542 9 7 ------- ------- NET CASH ~~PROVIDED BY (~~USED IN) INVESTING ACTIVITIES ~~(203)~~493 (~~208~~23) FINANCING ACTIVITIES Change in short-term debt (~~130~~2,086) 12,~~553~~133 Issuance of long-term debt 98 - 72 Reduction of long-term debt (~~171~~21) (~~310~~128) Sundry - (1512) 25 ------- ------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (~~218~~2,107) 12,~~268~~065 Effect of exchange rate changes on cash ~~(112)~~39 (79220) ------- ------- Net change in cash (~~404~~115) (38195) Cash at beginning of year 250 428 ~~201~~ ------- ------- CASH AT END OF PERIOD $ 24135 $ ~~163~~233 ======= ======= See accompanying notes.

NOTES TO FINANCIAL STATEMENTS 1 - Basis of Presentation These financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information, disclosures, and notes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. Reference should be made to the financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. These financial statements include all adjustments which are, in the opinion of management, necessary to a fair presentation of the results for the interim period. 2 - Investments in Related Company and Other Subsidiaries The Company owns Irish Driver-Harris Co. Ltd.,("IDH"), located in Ireland. 3 - Comprehensive Income The components of comprehensive loss as presented under Financial Accounting Standard 130, "Reporting Comprehensive Income", for the three and six months ended June 30, 2002 and 2001 are as follows:

Three Months ~~Nine~~Six Months 2002 2001 ~~2000~~2002 2001 ~~2000~~ Net loss $ (~~756~~494) $ (~~323~~786) $ (~~1,845~~460) $ (~~493~~1,089) Foreign currency translation adjustment ~~197~~51 (~~407~~148) ~~(213)~~118 (~~659~~410) --------- -------- --------- ------ Comprehensive loss $ (~~559~~443) $(~~730~~934) $ (~~2,058~~342) $ (1,~~152~~499) ========= ======== ========= ======

4. - Industry Segments and Geographic Areas The Company classifies its revenues based upon the location of the facility and its function (i.e. manufacture or purchase for resale-distribution). Such revenues are regularly reviewed by the Directors and management and decisions are made on such basis. The operating expenses and resultant net profit (loss) and the assets are similarly reviewed and decisions made based upon whether they relate to manufacturing or purchase for resale (i.e. distribution). 5. - Subsequent Event The Company has been informed that it falls below certain minimum listing requirements of the American Stock Exchange. The Company has presented the Exchange with a plan to return to compliance. On July 10, 2002 the Exchange notified the Company that it had accepted the Company's plan of compliance and granted the Company an extension of time to regain compliance with the continued listing standards. The Company will be subject to periodic review by the Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards could result in the Company being delisted from the American Stock Exchange. Reporting Segments Parent Co. Manufacturing Distribution Total (U.S.) (Ireland) (U.K.) ---------- ------------- ------------ ------ Six months ended June 30, 2002: Revenues External revenues $ 9,833 $ 837 $10,670 Inter-segment revenues 156 156 Other revenues $ 23 23 Elimination of inter- segment revenues (156) (156) Consolidated revenues 23 9,833 837 10,693 Net Loss (201) (152) (107) (460) Assets Total assets 1,475 11,682 174 13,331 Elimination of investment (623) (623) Elimination of inter- company receivables (829) (32) (861) ----------- ------------- ------------ ------ Total assets 23 11,650 174 11,847 Other Significant Items Depreciation expense 208 4 212 Interest expense 80 149 7 236 Expenditures for assets 49 49 Six months ended June 30, 2001: Revenues External revenues $ 15,026 $ 1,819 $ 16,845 Inter-segment revenues $ 514 514 Other revenues $ 9 26 35 Elimination of inter- segment revenues (514) (514) Consolidated revenues 9 15,052 1,819 16,880 Net Loss (170) (892) (27) (1,089) Assets Total assets 1,504 17,665 2,102 21,271 Elimination of investment (623) (623) Elimination of inter- company receivables (829) (1,401) (2,230) Elimination of inter- company inventory (616) (616) ----------- ------------- ------------ ------ Total assets 52 15,648 2,102 17,802 Other Significant Items Depreciation expense 192 11 203 Interest expense 73 350 26 449 Expenditures for assets 32 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition The ratio of current assets to current liabilities was 0.64 at June 30, 2002, compared to 0.71 at December 31, 2001. At June 30, 2002, the Company's subsidiaries had approximately $5.8 million in available bank credit lines of which $4.1 million was in use. The maximum amount the Company may borrow under these credit lines at any point in time fluctuates in proportion to and is limited to the value of the Company's receivables. The Company believes it has adequate cash flow from operations to meet its ongoing obligations including debt repayments and capital commitments in Ireland based on a plan to reduce inventories and receivables in line with the restructuring plan. The restructuring implemented in 2001 is simplifying the Company's operations, leading to very significantly reduced debt levels and reduced dependence on low margin products. The Company believes the actions it has taken will result in a return to stability and reduce its exposure to the competitive pressures of the ongoing consolidation in the industry. The Company has a note payable to the Pension Benefit Guaranty Corporation ("PBGC") for which the due date was extended on April 10, 2000 to April 16, 2001. On April 13, 2001 the Company re-negotiated the terms of the note whereby all payments of such note were deferred for two years. The note will be payable in ten equal annual payments beginning April 16, 2003 and ending April 16, 2012. The Company is in dispute with the PBGC as to the terms of this renegotiated note. As a result of this dispute, the PBGC has notified the Company that it considers it in default and pending determination of this issue the Company has considered it prudent to reclassify the note to short- term debt in the Company's consolidated balance sheet. Until the note is paid in full, the Company may not pay cash dividends on its capital stock without permission from the PBGC. On April 17,2002 the Company sold the goodwill, stocks and certain assets of its UK distribution subsidiary to a competitor. Management believes that the transaction will permit a greater focus on the core manufacturing business in Ireland. Market Risks Foreign Currency Fluctuations With operations in three different countries, the Company's operating results may be adversely affected by significant fluctuations in the relative values among the U.S. dollar, Euro and the British Pound Sterling. The Company is periodically involved in hedging currency between the Euro and the British Pound Sterling through the use of futures contracts which are relatively short term in nature. The Company historically has experienced minimal gains and losses on such foreign currency hedging. Debt Instruments The Company's long term debt of $1,966,000 including the current portion, is primarily fixed rate debt of which $1,514,000 is U.S. denominated with the remaining balance denominated in Euro. The Company's remaining debt of $4,144,000 is solely comprised of variable rate, short-term facilities denominated primarily in Euro to cover banking overdraft that does not subject the Company to significant interest rate risk. The Company estimates that a 1% increase in the interest rate on the borrowings would increase annual interest expense by approximately $46,000. Results of Operations Six Months of 2002 Compared to 2001: Net sales to customers decreased by 36.7% during the first six months of 2002 compared to 2001. Manufacturing revenue decreased by 34.7% while distribution sales decreased by 54.0%. Units shipped in manufacturing decreased by 33.1%. Manufacturing revenue decreased primarily as a result of the restructuring implemented in late 2001. The gross profit percentage increased to 10.0% in 2002 compared to 7.9% in 2001. This is primarily attributable to an improvement in the mix of products and sale of the distribution subsidiary in mid-April. Improved product mix was possible due to the restructuring which permitted the Company to focus on higher margin products and customers. Selling, general and administrative expenses decreased by 22.3% in absolute dollar terms when compared with the first half of last year but increased to 15.4% of net sales compared to 12.5% for the same period last year due to the fact that the reduction in overheads were proportionally lower than the reduction in sales revenues for the period, and that costs and expenses during the quarter for restructuring charges were higher than ususal. In February, the Company sold its property located in Dublin, Ireland. The sale resulted in a one-time profit of $239,000 during the3 first half. On April 17, 2002 the Company sold the goodwill, stocks and certain other assets of its UK distribution subsidiary to a competitor. The Company recovered approximately $400,000 in working capital that had been invested in this subsidiary. The Company had a foreign exchange gain of $90,000 for the six months ended June 30, 2002 compared to a gain of $59,000 for the six months ended June 30, 2001. The gain was due to the effect of the translation of Sterling denominated receivables and payables into Euro. Second Quarter of 2002 Compared to 2001: Net sales to customers decreased by 41.8% during the second quarter of 2002 compared to the same period in 2001. This decrease is due to the policy of refusing orders below certain minimum margins, the restructuring implemented in late 2001 and the sale of the UK distribution subsidiary in mid-April 2002. Units shipped in the second quarter of 2002 decreased by 42.1% compared to the second quarter of 2001. The gross profit percentage increased to 8.8% in 2002 compared to 5.5% in 2001 due to reduced reliance on low margin business which resulted from the restructuring. Selling, general and administrative expenses increased to 15.8% of net sales compared to 13.6% in 2001 since sales decreased without a corresponding decrease in administrative costs. On April 17, 2002 the Company sold the goodwill, stocks and certain other assets of its UK distribution subsidiary to a competitor. The Company recovered approximately $400,000 in working capital that had been invested in this subsidiary. The Company has tax loss carry forwards of approximately $3,830,000 available to offset future U.S. taxable income which expire between 2002 and 2021. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders was held on June 27, 2002 at the Company offices, 200 Madison Avenue, Convent Station, New Jersey. a. The following Directors were reelected to serve for the ensuing year:Thomas J. Carey, Kenneth J. Mathews, Frank L. Driver, Timothy S. Driver. Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit 99.1 Certification to 18 U.S.C. Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. b. Reports on Form 8-K None filed in Quarter 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 thereunto duly authorized. DRIVER-HARRIS COMPANY Date: August 19, 2002 By: Frank L. Driver --------------------- ----------------------- Chief Financial Officer Exhibit 99.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Driver- Harris Company for the Quarter ended June 30, 2002, I, Frank L. Driver, Chairman of the Board, President and Chief Executive Officer of Driver-Harris Company, hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that : (1) such Quarterly Report on Form 10-Q for the Quarter ended June 30, 2002 fully complies with the require- ments of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on form 10-Q for the Quarter ended June 30, 2002 presents, in all material respects, the financial condition and results of operations of Driver- Harris Company. August 19, 2002 Frank L. Driver --------------- Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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