-----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, H0YV2SuMFXNhoJU9sg9PAjJI7lxCzICTu41RP17F0LUcGf96A396XsLSXulRWrsC eJA3OW2KE8rNmjZL6Z06YA== 0000276747-00-000002.txt : 20000203 0000276747-00-000002.hdr.sgml : 20000203 ACCESSION NUMBER: 0000276747-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON NUGENT INC CENTRAL INDEX KEY: 0000276747 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 350957603 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09010 FILM NUMBER: 514934 BUSINESS ADDRESS: STREET 1: 800 E EIGHTH ST STREET 2: PO BOX 1208 CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 BUSINESS PHONE: 8129450211 MAIL ADDRESS: STREET 1: PO BOX 1208 STREET 2: 800 E EIGHTH ST CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 10-Q 1 () () UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended DECEMBER 31, 1999 ------------------------- OR [ ] 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 0-9010 ------------------------------- ROBINSON NUGENT, INC. - ------------------------------------------------------ (Exact name of registrant as specified in its charter) INDIANA 35-0957603 - ------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 East Eighth Street, New Albany, Indiana 47151-1208 - ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 945-0211 -------------- 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 practical date: As of December 31, 1999, the registrant had outstanding 4,970,307 common shares without par value. The Index to Exhibits is located at page 16 in the sequential numbering system. Total pages: 18. ROBINSON NUGENT, INC. AND SUBSIDIARIES INDEX Page No. -------- PART I. Financial Information: Item 1. Financial Statements Consolidated balance sheets at December 31, 1999, December 31, 1998 and June 30, 1999........ .................3 Consolidated statements of operations and comprehensive income for the three and six months ended December 31, 1999 and December 31, 1998.........5 Consolidated statements of cash flows for the six months ended December 31, 1999 and December 31,1998..........6 Notes to consolidated financial statements...................7 Item 2. Management's discussion and analysis of financial condition and results of operations......................9 PART II. Other Information.........................................................13 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
December 31 June 30 ------------------- ------- ASSETS 1999 1998 1999 ------- ----- ---- - --- (Unaudited) Current assets: Cash and cash equivalents $ 1,528 $ 716 $ 845 Accounts receivable, net 14,719 10,024 13,159 Inventories: Raw materials 952 877 971 Work in process 7,641 6,071 5,569 Finished goods 5,248 3,512 4,092 ------- ------- ------- Total inventories 13,841 10,460 10,632 Other current assets 2,116 2,464 3,313 ------- ------- ------- Total current assets 32,204 23,664 27,949 ------- ------- ------- Property, plant & equipment, net 19,590 20,393 18,539 Other assets 135 469 138 ------- ------- ------- Total Assets $51,929 $44,526 $46,626 ======= ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
December 31 June 30 ------------------ ------- LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 1999 ------- ------- ------- (Unaudited) Current liabilities: Current installments of long-term debt $ 521 $ 466 $ 449 Accounts payable 8,249 6,052 7,441 Accrued expenses 4,944 4,410 5,369 ------- ------- ------- Total current liabilities 13,714 10,928 13,259 ------- ------- ------- Long-term debt, excluding current installments 11,364 10,220 9,016 Other liabilities 954 1,080 901 ------- ------- ------- Total liabilities 26,032 22,228 23,176 Shareholders' equity: Common shares without par value Authorized shares: 15,000,000; issued 6,873,780 shares at December 31, 1999, 6,851,250 shares at December 31, 1998 and June 30, 1999 21,062 20,950 20,950 Retained earnings 16,502 13,241 14,847 Equity adjustment from foreign currency translation 1,002 1,092 492 Employee stock purchase plan loans and deferred compensation (54) (89) (77) Less cost of common shares in treasury; 1,903,473 shares at December 31, 1999, 1,945,888 shares at December 31, 1998, 1,925,668 shares at June 30, 1999 (12,615) (12,896) (12,762) ------- ------- ------- Total shareholders' equity 25,897 22,298 23,450 ------- ------- ------- Total liabilities and shareholders' equity $51,929 $44,526 $46,626 ======= ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $22,778 $17,502 $43,728 $32,416 Cost of sales 16,309 13,625 31,697 25,711 ------- ------- ------- ------- Gross profit 6,469 3,877 12,031 6,705 Selling, general and administrative expenses 4,508 3,280 8,506 6,698 Special and unusual expenses 376 293 606 1,091 ------- ------- ------- ------- Operating income (loss) 1,585 304 2,919 (1,084) ------- ------- ------- ------- Other income (expense): Interest income 11 18 25 31 Interest expense (203) (196) (379) (360) Royalty income -- -- -- -- Currency losses (193) 3 (268) (64) ------- ------- ------- ------- Total other income (expense) (385) (175) (622) (393) ------- ------- ------- ------- Income (loss) before income taxes 1,200 129 2,297 (1,477) Income taxes 320 90 633 (199) ------- ------- ------- ------- Net income (loss) $ 880 $ 39 1,664 $(1,278) ------- ------- ------- ------- Other comprehensive income (loss): Foreign currency translation adjustments 12 24 510 379 ------- ------- ------- ------- Comprehensive income (loss) $ 892 $ 63 $ 2,174 $ (899) ======= ======= ======= ======= PER SHARE DATA: Basic net income (loss) per common share $ .18 $ .01 $ .34 $ (.26) ======= ======= ======= ======= Weighted average number of common shares outstanding 4,947 4,896 4,937 4,896 ======= ======= ======= ======= Diluted net income (loss) per common share $ .17 $ .01 $ .33 $ (.26) ======= ======= ======= ======= Adjusted weighted average number of common Shares, assuming dilution 5,222 4,896 5,104 4,896 ======= ======= ======= ======= Dividends per common share $ -- $ -- $ -- $ -- ======= ======= ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
Six Months Ended December 31 ------------------ 1999 1998 ------- ------- (Unaudited) Cash flows from operating activities: Net income (loss) $ 1,664 $(1,278) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,365 2,109 Disposal of capital assets 93 14 Issuance of treasury shares as compensation 75 -- Change in assets and liabilities: Receivables (2,350) (750) Inventories (3,209) (398) Other assets 1,070 (644) Accounts payable and accrued expenses 436 912 Income taxes 893 (291) Deferred income taxes 4 -- ------- ------- Net cash provided by (used in) operating activities 1,041 (326) ------- ------- Cash flows from investing activities: Capital expenditures (3,779) (2,753) Proceeds from sales of fixed assets 326 -- ------- ------- Net cash used in investing activities (3,453) (2,753) ------- ------- Cash flows from financing activities: Proceeds from long-term debt 3,586 4,170 Repayments of long-term debt (1,137) (1,603) Repayments of employee stock purchase plan loans 22 15 Proceeds from exercised stock options 128 -- Repurchase of common shares (16) -- Proceeds from sale of treasury shares 63 52 ------- ------- Net cash provided by financing activities 2,646 2,634 ------- ------- Effect of exchange rate changes on cash 449 202 ------- ------- Increase (decrease) in cash and cash equivalents 683 (243) Cash and cash equivalents at beginning of period 845 959 ------- ------- Cash and cash equivalents at end of period $ 1,528 $ 716 ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 31, 1999 AND 1998, AND JUNE 30, 1999 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary (all of which are normal and recurring) to present fairly the financial position of the Company and its subsidiaries, results of operations, and cash flows in conformity with generally accepted accounting principles. The results of operations for the interim period are not necessarily an indicator of results to be expected for the entire year. 2. Reference is directed to the Company's consolidated financial statements (Form 10-K), including references to the Annual Report, for the year ended June 30, 1999 and management's discussion and analysis included in Part I, Item 2 in this report. 3. The Company recorded special and unusual charges of $376,000, before taxes, in the quarter and $606,000 year to date. These expenses are presented separately as a component of the operating income in the consolidated statements of operations. These expenses are personnel costs incurred to design and implement a new information and enterprise resource planning system for North American and European operations. This new system is being designed and implemented to satisfy year 2000 requirements, enhance management and control systems, improve customer service and vendor communications. 4. The Financial Accounting Standards Board has issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which establishes accounting and reporting standards for hedging activities and for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives). It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Robinson Nugent will adopt the new standard in fiscal 2001. Robinson Nugent does not expect adoption of this standard will have a material impact on its financial statements. 5. The following tables present the Company's revenues and income (loss) before income taxes by geographic segment:
NET SALES Three Months Ended Six Months Ended December 31 December 31 ------------------- ------------------ 1999 1998 1999 1998 -------- -------- ------- ------- United States: Domestic $13,903 $10,958 $27,812 $20,758 Export to rest of world (1) 666 531 1,005 ------- ------- ------- ------- Total sales to customers 13,902 11,624 28,343 21,763 Intercompany 1,779 1,382 3,315 2,254 ------- ------- ------- ------- Total United States 15,681 13,006 31,658 24,017 ------- ------- ------- ------- Europe: Total sales to domestic customers 6,876 4,346 11,770 7,821 Intercompany 1,008 469 2,166 1,027 ------- ------- ------- ------- Total Europe 7,884 4,815 13,936 8,848 ------- ------- ------- ------- Asia: Total sales to domestic customers 2,000 1,532 3,615 2,832 Intercompany 2,413 1,027 3,513 1,918 ------- ------- ------- ------- Total Asia 4,413 2,559 7,128 4,750 ------- ------- ------- ------- Eliminations (5,200) (2,878) (8,994) (5,199) ------- ------- ------- ------- Consolidated $22,778 $17,502 $43,728 $32,416 ======= ======= ======= =======
INCOME (L0SS) BEFORE INCOME TAXES: Three Months Ended Six Months Ended December 31 December 31 ---------------------- ------------------ 1999 1998 1999 1998 -------- -------- ------- ------- United States(1) $ 445 $ 150 $1,236 $ (780) Europe 525 (29) 768 (585) Asia 230 8 293 (112) ------- ------- ------ ------- Consolidated $ 1,200 $ 129 $2,297 $(1,477) ======= ======= ====== =======
(1) United States income (loss) before income taxes includes all of the special and unusual charges presented separately as a component of operating income (loss) in the consolidated statements of operations as well as corporate expenses. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - --------------------- Customer orders for the second quarter ended December 31, 1999, amounted to $23.7 million, up 32 percent from orders of $18 million in the same quarter of the prior year. Customer orders for the six months ended December 31, 1999 amounted to $50.8 million, up 46 percent from orders of $34.8 million in the prior year. This increase in customer orders in the first half of the year reflected a 27 percent increase in the United States, a 103 percent increase in Europe and a 37 percent increase in Asia. The Company increased its backlog of unshipped orders to $20.1 million, an increase of 57 percent compared to $12.8 million at December 31, 1998, and 55 percent compared to $13 million at June 30, 1999. The Company's backlog in the United States has increased 29 percent due primarily to increased orders of connectors for Internet related applications such as servers, routers, hubs and other telecommunication equipment. The European backlog increased 176 percent, primarily due to an increase in customer orders of smart card reader connectors used in digital satellite receivers and television set top boxes. Based on the improved incoming order activity and a higher backlog of unshipped orders, management anticipates a continuation of the Company's improved performance as Robinson Nugent enters what has been traditionally the strongest half of the fiscal year. Growth trends in the Company's target market segments, including Internet related applications and satellite communications interfaces, as well as the general connector market, continue to be strong. Net sales increased 30 percent in the quarter to $22.8 million compared to $17.5 million in the second quarter of the prior year, and increased 9 percent compared to $20.9 million in the first quarter of the year. Customer sales in the United States increased 20 percent to $13.9 million compared to $11.6 million in the second quarter of the prior year. Year- to-date customer sales in the United States increased 30 percent to $28.3 million compared to $21.8 million in the first half of the prior year. The Company continues to experience higher levels of incoming orders and sales activity on its more profitable backplane connectors, and its high- density, surface mount, fine pitch board-to-board interconnect systems. These types of connectors are used in communication and networking components utilized to support the infrastructure of the Internet. Profit margins remain strong in this region due to the Company's focus on this highly technical and rapidly expanding market segment. European customer sales increased 60 percent to $6.9 million compared to $4.3 million in the second quarter of the prior year, and increased 51 percent to $11.8 million in the first six months of the year compared to $7.8 million in the prior year. This sales increase is due primarily to an increase in customer orders and sales of next-generation, value added smart card readers with integrated printed circuits, as well as standard single and double smart card reader connectors. These connectors are currently in demand by major communication and digital satellite receiver manufacturing companies in Europe. The European management team will continue to focus its engineering and its sales effort on this growing business niche. Based on higher incoming order activity and an increase in the backlog of unshipped orders in these product categories, management anticipates improved sales performance in this geographic region as the year progresses. Profit margins in Europe have been under pressure due to the weakening of the Euro when compared to the pound sterling and the U.S. dollar. The feasibility of Robinson Nugent using currency exchange rate hedging techniques to protect profit margins is limited. Management will continue to pursue cost effective measures to mitigate currency rate exposure risk. Customer sales in Asia, which includes sales generated from operations in Japan, Malaysia and Singapore, were $2.0 million in the quarter compared to $1.5 million in the second quarter of the prior year, and $3.6 million year to date compared to $2.8 million in the prior year.
Comparative sales by geographic territory for the respective periods follows: Three Months Ended Six Months Ended ($000 omitted) December 31 December 31 --------------------- ------------------- 1999 1998 1999 1998 -------- -------- ------ ------- United States: Domestic $13,903 $10,958 $27,812 $20,758 Export to rest of world (1) 666 531 1,005 ------- ------- ------- ------- Total sales to customers 13,902 11,624 28,343 21,763 Intercompany 1,779 1,382 3,315 2,254 ------- ------- ------- ------- Total United States 15,681 13,006 31,658 24,017 ------- ------- ------- ------- Europe: Domestic sales to customers 6,876 4,346 11,770 7,821 Intercompany 1,008 469 2,166 1,027 ------- ------- ------- ------- Total Europe 7,884 4,815 13,936 8,848 ------- ------- ------- ------- Asia: Domestic sales to customers 2,000 1,532 3,615 2,832 Intercompany 2,413 1,027 3,513 1,918 ------- ------- ------- ------- Total Asia 4,413 2,559 7,128 4,750 ------- ------- ------- ------- Eliminations (5,200) (2,878) (8,994) (5,199) ------- ------- ------- ------- Consolidated $22,778 $17,502 $43,728 $32,416 ======= ======= ======= =======
Gross profits in the quarter ended December 31, 1999 amounted to $6.5 million or 28.4 percent of net sales, compared to $3.9 million or 22.2 percent of net sales in the prior year. Gross profits for the six months amounted to $12 million or 27.5 percent of net sales compared to $6.7 million or 20.7 percent of net sales in the first half of the prior year. Gross profits are net of engineering charges associated with new product development, which amounted to $1.1 million or 4.8 percent of net sales in the current quarter compared to $0.9 million or 5.1 percent of net sales in the prior year. Year-to-date engineering charges were $2.3 million or 5.3 percent of net sales compared to $1.7 million or 5.2 percent of net sales in the prior year. The increase in gross profits in the quarter compared to the prior year reflects higher gross margins, improved manufacturing efficiencies, and plant utilization. Gross profits continue to be favorably impacted by the increase in sales of newer, high-value Internet related products. Selling, general and administrative expenses for the first half of the year were $8.5 million compared to $6.7 million in the prior year. Selling, general and administrative expenses of $4.5 million for the three months ended December 31, 1999 increased 37 percent compared to expenses of $3.3 million in the second quarter of the prior year. This increase was due primarily to higher sales commission expenses and operating expenses related to the new information system in Europe and the United States. The Company recorded special and unusual expenses of $0.4 million before taxes, in the quarter. These expenses include personnel costs incurred to design and implement the new information and enterprise resource planning system in Europe and the Company's cable assembly operations in North America. This system is now operational for all of the Company's connector and cable assembly operations in the United States, Mexico and Europe. The Company successfully completed the worldwide implementation of its new information system in the quarter. This system was designed and implemented to satisfy Y2K requirements, enhance management and control systems, and improve customer services and vendor communications. Other income and expense for the three months ended December 31, 1999, reflect expenses of $385,000 compared to $175,000 for the comparable three-month period in the prior year and $622,000 compared to $393,000 for the comparable six-month period. Other income and expense reflected currency losses in the current quarter of $193,000 compared to a currency gain of $3,000 in the second quarter of the prior year which reduced earnings per share by three cents ($.03) in the quarter. Current and prior year-to-date results include currency losses of $268,000 and $64,000 respectively. There was a slight increase in interest expense in the current quarter and year to date compared to the prior year due to increased borrowings. Currency losses in the quarter were generated primarily in Europe and the United States, but were partially offset by currency gains in Japan. The provision for income taxes was provided using the appropriate effective tax rates for each of the tax jurisdictions in which the Company operates. The Company maintains a valuation allowance for tax benefits of prior period net operating losses in various jurisdictions. At such time as management is able to project the probable utilization of all or part of these net operating loss carryforward provisions, the valuation allowances for these deferred tax assets will be reversed. The net income in the quarter ended December 31, 1999 amounted to $0.9 million or 17 cents per share, compared to $39,000 or 1 cent per share in the second quarter of the prior year. The net income for the six months amounted to $1.7 million or 33 cents per share compared to a net loss of $1.3 million or 26 cents per share in the prior year. FINANCIAL CONDITION AND LIQUIDITY - --------------------------------- Working capital at December 31, 1999 amounted to $18.5 million compared to $12.7 million at December 31, 1998 and $14.7 million at June 30, 1999. The current ratio was 2.4 to 1 at December 31, 1999 compared to 2.2 to 1 at December 31, 1998. The increase in working capital, compared to the prior year, primarily reflects a $4.7 million increase in accounts receivable, partially offset by increases in accounts payable. Long-term debt excluding current installments was $11.4 million as of December 31, 1999, and represented 44 percent of shareholders' equity at December 31, 1999, compared to $10.2 million or 46 percent of shareholders' equity at December 31, 1998. The Company believes future working capital and capital expenditure requirements can be met from cash provided by operating activities, existing cash balances, and borrowings available under the existing credit facilities. INFORMATION SYSTEMS AND YEAR 2000 ISSUES - ---------------------------------------- The Company successfully completed the implementation of its new worldwide management information system in the quarter. This information system addresses business and system processes including order management, manufacturing resource planning, finance and accounting. These systems were implemented at a total cost of approximately $6.8 million. All operations in North America, Europe and Asia have been converted to Y2K compliant systems. The Company has incurred costs in the current quarter and year to date of approximately $0.7 million and $1.2 million respectively. Expenditures in the current quarter include $0.4 million of personnel costs that are reflected in the special and unusual expense category of the statement of operations, and $0.3 million of capital expenditures. Funding for these expenditures has been provided by operating activities, existing cash balances and borrowings available under the existing credit facilities. Expenses and capital expenditures for this project for the first six months of the year were $0.6 million and $0.6 million respectively. The Company expects that this new integrated system will increase operational efficiencies and support future growth. As of this date, the Company has not experienced any significant adverse difficulties with any of its systems, its key suppliers, vendors or customers' systems relative to Y2K. DIVIDEND ACTION - --------------- On January 27, 2000 the Board of Directors voted not to declare a cash dividend in the quarter. CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR - ----------------------------------------------------- In addition to statements of historical fact, this quarterly report contains forward-looking statements which are inherently subject to change, based on known and unknown risks, including but not limited to changes in the market and industry. Please refer to documents filed with the Securities and Exchange Commission for additional information on factors that could materially affect the Company's financial results. PART II. OTHER INFORMATION Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Robinson Nugent, Inc. was held on November 4, 1999 for the following purposes: 1. Election of one (1) director to hold office for two (2) years from the meeting date as follows: Vote ---------------------------- Shares: For Withheld No Vote --- -------- ------- James W. Robinson 3,788,333 51,599 -- Election of three (3) directors to hold office for three (3) years from the meeting date as follows: Vote ---------------------------- Shares: For Withheld No Vote --- --------- ------- Larry W. Burke 3,787,733 52,199 -- Donald C. Neel 3,788,333 51,599 -- Ben M. Streepey 3,788,433 51,499 -- The following directors shall continue their term of office as a director from November 4, 1999: Samuel C. Robinson - 1 year Jerrol Z. Miles - 1 year Richard W. Strain - 1 year Patrick C. Duffy - 2 years Richard L. Mattox - 2 years 2. Ratification of the selection of Deloitte & Touche LLP as certified public accountants for the Company for the fiscal year ending June 30, 2000. Vote --------------------------------- For Against Abstain No Vote --- ------- ------- -------- Shares: 3,785,529 51,678 2,725 -- Item 5. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits. (b) No reports or Form 8-K were filed during the quarter ended December 31, 1999. 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. Robinson Nugent, Inc. ---------------------------- (Registrant) Date January 27, 2000 /s/ Larry W. Burke ----------------- --------------------- Larry W. Burke President and Chief Executive Officer Date January 27, 2000 /s/ Robert L. Knabel ----------------- --------------------- Robert L. Knabel Vice President, Treasurer and Chief Financial Officer FORM 10-Q INDEX TO EXHIBITS Number of Sequential Item Numbering Assigned in System Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - -------------- ---------------------------- ----------- (2) Not applicable. (4) 4.1 Specimen certificate for Common Shares, without par value. (Incorporated by reference to Exhibit 4 to Form S-1 Registration Statement No. 2-62521.) 4.2 Rights Agreement dated April 21, 1988 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit I to Form 8-A Registration Statement dated May 2, 1988.) 4.3 Amendment No. 1 to Rights Agreement dated September 26, 1991 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (Incorporated by reference to Exhibit 4.3 to Form 10-K Report for year ended June 30, 1991.) 4.4 Amendment No. 2 to Rights Agreement dated June 11, 1992. (Incorporated by reference to Exhibit 4.4 to Form 8-K Current Report dated July 6, 1992.) 4.5 Amendment No. 3 to Rights Agreement dated February 11, 1998. (10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to Form 10-K Report for year ended June 30, 1983.) 10.2 Robinson Nugent, Inc. 1983 Non Tax- Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 10-K Report for year ended June 30, 1983.) 10.3 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1993.) 10.4 Summary of the Robinson Nugent, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for year ended June 30, 1993.) 10.5 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Larry W. Burke, President and Chief Executive Officer. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1990.) 10.6 Rabbi Trust Agreement dated July 1, 1996 between Robinson Nugent, Inc. and Dean Witter Trust Company, related to the deferred compensation agreement between Robinson Nugent, Inc. and Larry W. Burke President and Chief Executive Officer. (Incorporated by reference to Exhibit 10.6 to Form 10-K Report for year ended June 30, 1997.) 10.7 Amendment of the 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit 10.7 to Form 10-K Report for year ended June 30, 1998.) 10.8 Summary of the 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan, as amended. (Incorporated by Reference to Exhibit 10.8 to Form 10-K Report for year ended June 30, 1998.) 10.9 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal year ended June 30, 1999. (Incorporated by reference to Exhibit 10.9 to Form 10-K Report for year ended June 30, 1998.) (11) Not applicable. (15) Not applicable. (18) Not applicable. (19) Not applicable. (22) Not applicable. (23) Not applicable. (24) Not applicable. (27) Financial Data Schedule (99) Not applicable. EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ROBINSON NUGENT, INC. 10-Q FOR THE PERIOD ENDING DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS JUN-30-2000 JUL-01-1999 DEC-31-1999 1,528 0 15,283 564 13,841 32,204 64,990 45,400 51,929 13,714 0 21,062 0 0 4,835 51,929 43,728 43,728 31,697 31,697 9,112 0 379 2,297 633 1,664 0 0 0 1,664 .34 .33
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