-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TmQOU2USoj1yChuwN8IwJGkvLVcmjpwH2jeJimbgpztSRCmaOhYB4Zsh/05J9aYG s8vSdCUDzObJgvhzdHYgAQ== 0000897101-00-000496.txt : 20000512 0000897101-00-000496.hdr.sgml : 20000512 ACCESSION NUMBER: 0000897101-00-000496 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000401 FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODHEAD INDUSTRIES INC CENTRAL INDEX KEY: 0000108215 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 361982580 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-05971 FILM NUMBER: 625912 BUSINESS ADDRESS: STREET 1: THREE PKWY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8472369300 MAIL ADDRESS: STREET 1: THREE PWKY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: WOODHEAD DANIEL CO DATE OF NAME CHANGE: 19710624 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarter Ended April 1, 2000 Commission File Number 0-5971 WOODHEAD INDUSTRIES, INC. - -------------------------------------------------------------------------------- DELAWARE 36-1982580 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) THREE PARKWAY NORTH, SUITE 550, DEERFIELD, IL. 60015 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (847) 236-9300 - -------------------------------------------------------------------------------- (Former name, former address or former fiscal year, if changes since last reports) 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 Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ On April 29, 2000 there were 11,347,700 shares of the Registrant's common stock outstanding. PART I ITEM 1 - FINANCIAL INFORMATION WOODHEAD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS As of April 1, 2000 and October 2, 1999 (Amounts in Thousands)
ASSETS Unaudited ---------- CURRENT ASSETS 4/1/00 10/2/99 ---------- ---------- Cash and short-term securities $ 1,139 $ 1,425 Accounts receivable 34,270 29,276 Refundable income taxes 674 1,109 Inventories (Note 3) 24,398 24,099 Deferred taxes and other prepaid expenses 7,365 7,171 ---------- ---------- Total current assets $ 67,846 $ 63,080 ---------- ---------- DEFERRED INCOME TAXES AND OTHER ASSETS $ 6,977 $ 3,315 ---------- ---------- PROPERTY, PLANT & EQUIPMENT, at cost $ 122,113 $ 121,281 Less: Accumulated depreciation (60,047) (56,836) ---------- ---------- Net property, plant and equipment $ 62,066 $ 64,445 ---------- ---------- GOODWILL $ 23,606 $ 26,801 ---------- ---------- TOTAL ASSETS $ 160,495 $ 157,641 ========== ========== LIABILITIES & STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES Notes payable $ -- $ 125 Accounts payable 8,205 8,564 Accrued expenses 15,578 14,524 Income taxes payable 664 1,580 Short-term debt 2,800 -- Portion of long-term debt payable within one year -- -- ---------- ---------- Total current liabilities $ 27,247 $ 24,793 ---------- ---------- OTHER LIABILITIES $ 3,050 $ 3,274 ---------- ---------- LONG-TERM DEBT $ 45,000 $ 47,120 ---------- ---------- STOCKHOLDERS' INVESTMENT: (Note 5) Common stock at par $ 11,344 $ 11,237 Additional paid-in capital 11,687 11,230 Deferred stock compensation (280) (315) Accumulated other comprehensive income (4,132) (2,117) Retained earnings 66,579 62,419 ---------- ---------- Total stockholders' investment $ 85,198 $ 82,454 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' INVESTMENT $ 160,495 $ 157,641 ========== ==========
The accompanying notes are an integral part of these statements. -2- WOODHEAD INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data; unaudited)
Three Months Ended Six Months Ended ----------------------- ----------------------- 4/1/00 4/3/99 4/1/00 4/3/99 --------- --------- --------- --------- NET SALES $ 51,319 $ 44,468 $ 94,631 $ 83,304 COST OF SALES 28,921 24,985 53,788 47,341 --------- --------- --------- --------- GROSS PROFIT $ 22,398 $ 19,483 $ 40,843 $ 35,963 % of Net Sales 43.6% 43.8% 43.2% 43.2% OPERATING EXPENSES 15,653 13,569 29,076 25,694 --------- --------- --------- --------- INCOME FROM OPERATIONS $ 6,745 $ 5,914 $ 11,767 $ 10,269 OTHER EXPENSES (INCOME) INTEREST EXPENSE $ 709 $ 833 $ 1,517 $ 1,707 OTHER (INCOME) EXPENSES, NET 329 26 354 (371) --------- --------- --------- --------- NET OTHER EXPENSES $ 1,038 $ 859 $ 1,871 $ 1,336 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES $ 5,707 $ 5,055 $ 9,896 $ 8,933 PROVISION FOR INCOME TAXES 2,170 2,141 3,700 3,666 --------- --------- --------- --------- NET INCOME $ 3,537 $ 2,914 $ 6,196 $ 5,267 ========= ========= ========= ========= EARNINGS PER SHARE (Note 4) BASIC $ 0.31 $ 0.26 $ 0.55 $ 0.48 ========= ========= ========= ========= DILUTED $ 0.30 $ 0.26 $ 0.53 $ 0.46 ========= ========= ========= ========= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 11,324 11,090 11,307 11,066 ========= ========= ========= ========= DILUTED 11,760 11,383 11,743 11,371 ========= ========= ========= ========= DIVIDENDS PER SHARE $ 0.09 $ 0.09 $ 0.18 $ 0.18 ========= ========= ========= =========
The accompanying notes are an integral part of these statements. -3- WOODHEAD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands; unaudited)
Six Months Ended --------------------- 4/1/00 4/3/99 -------- -------- Cash Flows from Operating Activities: Net income for the period $ 6,196 $ 5,267 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 5,269 5,231 Change in Assets and Liabilities: (Increases) Decreases in: Accounts receivable (6,014) (3,574) Inventories (934) (1,376) Prepaid expenses (266) (336) Deferred income taxes and other assets 829 (464) Increases (Decreases) in: Accounts payable (61) (907) Accrued expenses 1,308 (2,767) Income taxes payable (879) 2,383 Other liabilities 136 -- -------- -------- Net cash flows from operating activities $ 5,584 $ 3,457 -------- -------- Cash Flows from Investing Activities: Purchases of property, plant & equipment $ (3,672) $ (4,522) Retirements or sales of property, plant and equipment 752 3 Purchase of equity securities (1,925) -- -------- -------- Net cash used for investing activities $ (4,845) $ (4,519) -------- -------- Cash Flows from Financing Activities: Increase in short-term debt $ 2,677 $ -- Increase (decrease) in long-term debt (2,659) 2,321 Sales of stock 598 525 Dividend payments (2,036) (1,991) -------- -------- Net cash (used for) provided by financing activities $ (1,420) $ 855 -------- -------- Effect of Exchange Rates $ 395 $ 1,071 -------- -------- Net Increase (Decrease) in Cash & Short-Term Securities $ (286) $ 864 ======== ======== Cash and short-term securities at beginning of period $ 1,425 $ 2,923 Cash and short-term securities at end of period $ 1,139 $ 3,787 Supplemental disclosures of cash flow information: - -------------------------------------------------- Cash paid during the period for: Interest $ 1,620 $ 1,842 Income taxes $ 4,228 $ 1,698
The accompanying notes are an integral part of these statements. -4- WOODHEAD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands; unaudited)
Three Months Ended Six Months Ended --------------------- --------------------- 4/1/00 4/3/99 4/1/00 4/3/99 -------- -------- -------- -------- Net Income $ 3,537 $ 2,914 $ 6,196 $ 5,267 Other comprehensive income: Accumulated foreign currency translation adjustment, before tax (1,121) (1,267) (2,015) (1,585) Income tax (expense) benefit related to other comprehensive income -- -- -- -- -------- -------- -------- -------- Comprehensive Income, net of tax $ 2,416 $ 1,647 $ 4,181 $ 3,682 ======== ======== ======== ========
The accompanying notes are an integral part of these statements. -5- WOODHEAD INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 1, 2000 (Unaudited) (1) The Consolidated Balance Sheets at April 1, 2000, and October 2, 1999, and the Condensed Consolidated Statements of Income and the Consolidated Statements of Cash Flows and Comprehensive Income for the periods ended April 1, 2000, and April 3, 1999, reflect, in the opinion of the Company, all adjustments necessary to present fairly the financial position for such periods. All such adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K. (2) The results of operations for the 3 and 6 month periods ended April 1, 2000 are not necessarily indicative of the results to be expected for the full year. (3) The breakdown of raw materials and work-in-process and finished goods inventories at April 1, 2000, and October 2, 1999, is as follows: (in thousands) 4/1/00 10/2/99 ------- ------- Raw materials $15,024 $14,801 Work-in-process and finished goods 13,869 13,663 ------- ------- Inventories before LIFO reserve 28,893 28,464 Less: Reserve to reduce to LIFO (4,495) (4,365) ------- ------- Inventories, net $24,398 $24,099 ======= ======= (4) Earnings per share are based upon the weighted average number of common shares outstanding for the basic calculation (11,324,000 and 11,307,000 for the quarter and six months ended April 1, 2000, respectively, and 11,090,000 and 11,066,000 for the quarter and six months ended April 3, 1999, respectively) and the weighted average number of common shares outstanding plus dilutive common stock options for the diluted calculation (11,760,000 and 11,743,000 for the quarter and six months ended April 1, 2000, respectively, and 11,383,000 and 11,371,000 for the quarter and six months ended April 3, 1999, respectively). (5) Authorized stock is 40,000,000 shares consisting of 10,000,000 shares of preferred stock, par value $.01 per share, and 30,000,000 shares of common stock, par value $l.00 per share. No shares of preferred stock have been issued. Common shares outstanding at April 1, 2000 and October 2, 1999 were 11,344,000 and 11,237,000, respectively. -6- (6) Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. (7) Segment and geographic data a) Three months NET SALES INCOME FROM --------- ----------- OPERATIONS ---------- Three Months Ended Three Months Ended ------------------ ------------------ 4/1/00 4/3/99 4/1/00 4/3/99 --------- --------- --------- --------- Industrial Communications and Connectivity Products $ 32,834 $ 26,293 $ 4,385 $ 2,873 Electrical Safety & Specialty Products 18,485 18,175 3,407 3,203 Corporate and other (1,047) (162) --------- --------- --------- --------- Total $ 51,319 $ 44,468 $ 6,745 $ 5,914 --------- --------- --------- --------- TOTAL ASSETS DEPRECIATION AND ------------ ---------------- AMORTIZATION ------------ Three Months Ended ------------------ 4/1/00 10/2/99 4/1/00 4/3/99 --------- --------- --------- --------- Industrial Communications and Connectivity Products $ 121,792 $ 120,972 $ 1,901 $ 1,628 Electrical Safety & Specialty Products 37,563 34,431 694 952 Corporate and other 1,140 2,238 54 33 --------- --------- --------- --------- Total $ 160,495 $ 157,641 $ 2,649 $ 2,613 --------- --------- --------- --------- Three Months Ended ------------------ Reconciliation of Income from Operations to Net Income 4/1/00 4/3/99 - ------------------------------------------------------ --------- --------- Income from operations $ 6,745 $ 5,914 Less: Interest expense, net (709) (833) Other expense, net (329) (26) Income taxes (2,170) (2,141) --------- --------- Net Income $ 3,537 $ 2,914 --------- --------- Geographic Data NET SALES TOTAL ASSETS --------- ------------ Three Months Ended ------------------ 4/1/00 4/3/99 4/1/00 10/2/99 --------- --------- --------- --------- United States $ 31,792 $ 25,963 $ 65,834 $ 58,447 Canada 6,689 5,613 38,829 39,140 Italy 32,031 34,888 All other countries 12,838 12,892 23,801 25,166 --------- --------- --------- --------- Total $ 51,319 $ 44,468 $ 160,495 $ 157,641 --------- --------- --------- --------- -7- b) Six months NET SALES INCOME FROM --------- ----------- OPERATIONS ---------- Six Months Ended Six Months Ended ---------------- ---------------- 4/1/00 4/3/99 4/1/00 4/3/99 --------- --------- --------- --------- Industrial Communications and Connectivity Products $ 60,216 $ 49,256 $ 7,294 $ 4,787 Electrical Safety & Specialty Products 34,415 34,048 6,026 5,815 Corporate and other (1,553) (333) --------- --------- --------- --------- Total $ 94,631 $ 83,304 $ 11,767 $ 10,269 --------- --------- --------- --------- TOTAL ASSETS DEPRECIATION AND ------------ ---------------- AMORTIZATION ------------ Six Months Ended ---------------- 4/1/00 10/2/99 4/1/00 4/3/99 --------- --------- --------- --------- Industrial Communications and Connectivity Products $ 121,792 $ 120,972 $ 3,808 $ 3,249 Electrical Safety & Specialty Products 37,563 34,431 1,364 1,919 Corporate and other 1,140 2,238 97 63 --------- --------- --------- --------- Total $ 160,495 $ 157,641 $ 5,269 $ 5,231 --------- --------- --------- --------- Six Months Ended ---------------- Reconciliation of Income from Operations to Net Income 4/1/00 4/3/99 - ------------------------------------------------------ --------- --------- Income from Operations $ 11,767 $ 10,269 Less: Interest expense, net (1,517) (1,707) Other (expense) income , net (354) 371 Income taxes (3,700) (3,666) --------- --------- Net Income $ 6,196 $ 5,267 --------- --------- Geographic Data NET SALES TOTAL ASSETS --------- ------------ Six Months Ended ---------------- 4/1/00 4/3/99 4/1/00 10/2/99 --------- --------- --------- --------- United States $ 57,475 $ 48,392 $ 65,834 $ 58,447 Canada 12,585 10,169 38,829 39,140 Italy 32,031 34,888 All other countries 24,571 24,743 23,801 25,166 --------- --------- --------- --------- Total $ 94,631 $ 83,304 $ 160,495 $ 157,641 --------- --------- --------- --------- -8- PART I ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL POSITION SECOND QUARTER 2000 RESULTS COMPARED WITH SECOND QUARTER 1999. Sales for the second quarter rose 15 percent to $51.3 million from $44.5 million reported for the same period of fiscal 1999. The continued effectiveness of the Company's connectivity growth strategy was clearly demonstrated in a 25 percent increase in global sales of the Industrial Communications and Connectivity Products segment of our business to $32.8 million. Sales of this segment represented 64 percent of total sales, compared with 59 percent in the same quarter last year. Sales of connectivity products rose 40 percent in North America, reflecting ongoing strength in major capital investment in the automotive, machine tool, and material-handling industries served by our OEM customers. Sales of the Company's Electrical Safety & Specialty Products segment grew 5 percent in North America, but declined in Europe where the economic climate for infrastructure development was less favorable. The backlog at the end of the quarter was $17.3 million compared with $12.4 million at the end of last fiscal year, and $13.8 million reported a year ago. Gross profit for the quarter increased by 15 percent to $22.4 million from $19.5 million for the second quarter of fiscal 1999. Gross profit margins decreased slightly to 43.6 percent of net sales from 43.8 percent last year. Operating expenses increased by 15.4 percent to $15.7 million from $13.6 million; as a percentage of net sales operating expenses were 30.5 percent during both comparative periods. Income from operations for the Industrial Communications and Connectivity Products segment rose 53 percent to $4.4 million as a result of the increase in sales and good operating controls. Income from operations for our Electrical Safety & Specialty Products segment was up 6 percent at $3.4 million. Although interest expense decreased compared with the second quarter of last year, total other expenses increased due to the absence of an insurance recovery in the second quarter of last year and the negative impact this year of foreign exchange. Net income was $3.5 million, a 21 percent increase over the $2.9 million reported for the same period last year. Diluted earnings per share were $0.30 compared with $0.26 in the second quarter of last year. FINANCIAL POSITION Working capital increased by $0.8 million during the quarter ended April 1, 2000. The current ratio of 2.5 to 1 for the quarter is the same as at the end of last year. Long-term debt decreased to $45.0 million from $47.l million at year-end resulting in a debt to total capitalization (short and long-term debt plus equity) ratio of 35.9 percent, down from 36.4 percent at year-end. Return on assets increased to 7.4 percent from 2.2 percent, and return on equity increased to 14.6 percent from 4.1 percent for the comparable 4-quarter periods ending April 1, 2000, and April 3, 1999, respectively. The increases in return on assets and return on equity were primarily due to the absence of certain charges, which were included in the calculations for the 4-quarter period ending April 3, 1999. Other assets increased due to the investment in Symphony Systems, and an unrealized foreign exchange gain related to the Lire swap. The company is in compliance with all of its debt covenants. Cash flows from operating activities increased by 60% to $5.6 million for the 6 months ending April 1, 2000. The effective tax rate for the second quarter declined to 38% from 42% last year due to a lower effective foreign tax rate and higher R & D tax credits. Looking forward, internal cash flow is expected to be more than adequate to fund operating requirements in 2000, -9- and significant borrowing is available, should the need arise. OTHER The Company is party to an environmental matter, which obligates it to investigate, remediate or mitigate the effects on the environment of the release of certain substances at one of the Company's facilities. For additional information concerning the environmental matter, see "Part II Item 1. Legal proceedings". FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors, which may cause actual and future performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include: achieving sales levels to fulfill revenue expectations; the absence of presently unexpected costs or charges, certain of which may be outside the control of the Company; general economic and business conditions; competition; and other factors described in the Company's SEC filings. PART I ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company, as a result of its global operating activities, is exposed to changes in foreign currency exchange rates which may adversely affect its results of operations and financial condition. In seeking to minimize the risks and/or costs associated with such activities, the Company manages exposure to changes in foreign currency exchange rates through its regular operating activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses financial instruments to selectively hedge and thereby attempts to reduce its overall exposure to the effects of foreign currency fluctuations. The Company does not use derivative financial instruments for speculative purposes. The Company uses foreign currency forward and swap contracts to hedge a portion of the currency risks of transactions denominated in foreign currencies. Gains and losses on these foreign currency hedges are generally offset by corresponding losses and gains on the underlying transactions. In 1998 the Company entered into a foreign currency swap agreement with an AA- rated counterparty to hedge a portion of its investment in its Italian subsidiary. Under the terms of the agreement, the Company will swap 35.52 million Lire for $20.0 million U. S. Dollars amortized over 8 years. In addition, the contract provides for the Company to make annual interest payments of 6.50% on the outstanding Lire balance, while receiving 7.43% on the outstanding Dollar balance. Due to the fact that this contract is an effective hedge of an investment in a foreign entity, any gain or loss on the contract is recorded directly to cumulative translation adjustment in stockholders' equity. -10- The following table indicates the values to be exchanged over the next 5 years relating to the Lire swap: (Amounts in thousands) Amortizing Outstanding Amortizing Outstanding Date Amount USD Notional USD Amount ITL Notional ITL 9-30-00 $2,000 $17,000 ITL 3,552,000 ITL 30,192,000 9-30-01 3,000 14,000 5,328,000 24,864,000 9-30-02 3,000 11,000 5,328,000 19,536,000 9-30-03 3,000 8,000 5,328,000 14,208,000 9-30-04 3,000 5,000 5,328,000 8,880,000 Thereafter $5,000 $ -- ITL 8,800,000 ITL -- -11- PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company is subject to federal and state hazardous substance cleanup laws that impose liability for the costs of cleaning up contamination resulting from past spills, disposal or other releases of hazardous substances. In this regard, the Company has incurred, and expects to incur, assessment, remediation and related costs at one of the Company's facilities. In 1991, the Company reported to state regulators a release at that site from an underground storage tank ("UST"). The UST and certain contaminated soil subsequently were removed and disposed of at an off-site disposal facility. The Company's independent environmental consultant has been conducting an investigation of soil and groundwater at the site with oversight by the state Department of Environmental Quality ("DEQ"). The investigation indicates that additional soil and groundwater at the site have been impaired by chlorinated solvents, including tetrachloroethane and trichloroethylene, and other compounds. Also, the Company learned that a portion of the site had been used as a disposal area by the previous owners of the site. The Company's consultant has remediated the soils in this area but believes that it is a major source of contamination of groundwater, both on-site and off-site. In addition, the investigation of the site indicates that the groundwater contaminants have migrated off-site. The Company has implemented a groundwater remediation system for the on-site contamination. The Company continues to monitor and analyze conditions to determine the continued efficacy of the system. The Company also continues to analyze remedial alternatives for the off-site groundwater contamination and is reviewing these alternatives with the DEQ. The Company continues to investigate the extent of other sources of contamination in addition to the removed UST and the above-referenced disposal area, including possible evidence of past or current releases by others in the vicinity around the Company's facilities. The Company's consultant estimated that a minimum of approximately $1,659,000 of investigation and remediation expenses remain to be incurred, both on-site and off-site. The Company has a reserve for such purposes. The Company has filed a complaint in federal district court seeking contribution from the previous owners of the site for the cost of the investigation and remediation of the site. Also, the Company is evaluating similar claims against various insurers. The consultant's cost estimate was based on a review of currently available data and assumptions concerning the extent of contamination, geological conditions, and the costs and effectiveness of certain treatment technologies. The cost estimate continues to be subject to substantial uncertainty because of the extent of the contamination area, the variety and nature of geological conditions throughout the contamination area, changes in remediation technology, and ongoing DEQ feedback. The Company is continuing to monitor the conditions at the site and will adjust its reserve if necessary. The Company may incur significant additional assessment, remediation and related costs at the site, and such costs could materially and adversely affect the Company's consolidated net income for the period in which such costs are incurred. At this time, the Company, however, cannot estimate the time or potential magnitude of such costs, if any. -12- PART II OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on January 28, 2000. During the meeting the following matters were voted upon with the total number of shares voted as follows: Votes Cast For Votes Withheld -------------- -------------- Election of nominees to Board of Directors Charles W. Denny 10,138,006 65,348 C. Mark DeWinter 10,137,324 66,030 Ann F. Hackett 9,323,130 880,224 Philippe Lemaitre 10,136,706 66,648 Eugene P. Nesbeda 8,513,477 1,689,877 Votes Cast For Votes Against Votes Abstained -------------- ------------- --------------- Approval of the 1999 Stock Awards Plan 8,008,841 1,565,346 629,167 Ratification of appointment of Arthur Andersen LLP as the Company's independent public accountants 10,153,503 23,266 26,585 The number of broker non-votes for each matter voted above was 0. -13- PART II OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K PART I EXHIBITS (11) Computation of earnings per share (27) Financial data schedule (Electronic filings only) -14- 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. WOODHEAD INDUSTRIES, INC. /s/ Robert G. Jennings 5-11-00 ------------------------------------ ------------ Robert G. Jennings Date Vice President - Finance (Chief Financial Officer) /s/ Joseph P. Nogal 5-11-00 ------------------------------------ ------------ Joseph P. Nogal Date Vice President, Treasurer/Controller (Chief Accounting Officer) -15- EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 WOODHEAD INDUSTRIES, INC. COMPUTATION OF EARNINGS PER SHARE (Amounts in thousands, except per share data; unaudited) Three Months Ended Three Months Ended 4/1/00 4/3/99 --------------------- --------------------- Basic Diluted Basic Diluted -------- -------- -------- -------- Net Income $ 3,537 $ 3,537 $ 2,914 $ 2,914 ======== ======== ======== ======== Weighted average common shares 11,324 11,324 11,090 11,090 Dilutive common stock options -- 436 -- 293 -------- -------- -------- -------- Weighted average common shares plus dilutive common stock options 11,324 11,760 11,090 11,383 ======== ======== ======== ======== Earnings per share $ 0.31 $ 0.30 $ 0.26 $ 0.26 ======== ======== ======== ======== Six Months Ended Six Months Ended 4/1/00 4/3/99 --------------------- --------------------- Basic Diluted Basic Diluted -------- -------- -------- -------- Net Income $ 6,196 $ 6,196 $ 5,267 $ 5,267 ======== ======== ======== ======== Weighted average common shares 11,307 11,307 11,066 11,066 Dilutive common stock options -- 436 -- 305 -------- -------- -------- -------- Weighted average common shares plus dilutive common stock options 11,307 11,743 11,066 11,371 ======== ======== ======== ======== Earnings per share $ 0.55 $ 0.53 $ 0,48 $ 0.46 ======== ======== ======== ======== -16- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND ON PAGES 2 AND 3 OF THE COMPANY'S FORM 10Q FOR THE YEAR TO DATE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS SEP-30-2000 APR-01-2000 1,139 0 34,270 0 24,398 67,846 122,113 60,047 160,495 27,247 0 0 0 11,344 73,854 160,495 51,319 51,319 28,921 28,921 0 0 709 5,707 2,170 3,537 0 0 0 3,537 .31 .30
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