Item 2. Properties
The following is a summary by industry segment of the properties occupied by the Company.
All plants are of adequate capacity and are utilized generally on a one-shift basis except for the Burbank, California facility, portions of which are utilized on a two-shift basis. The Winsted, CT facility of the Waring Products Division is utilized as a records storage facility and is also available for sale. Approximately 76,000 square feet of the Scranton, PA facility of the Anemostat Products Division has been leased on a short-term basis.
Properties Held for Sale:
The following property, previously operated by the Company, is being held for sale or disposition by the Company:
Yazoo City, MS 80,000 Modern 1 Lease expiring story 3/4/98
The above property is currently subleased on a short-term basis.
The following property, which continues to be occupied and operated by the Fermont division, is held for sale in connection with the sale of the Fermont business.
Bridgeport, CT 97,000 2 Modern Fee Ownership bldgs; 2 stories & 1 story
Item 3.
Item 3. Legal Proceedings
With respect to claims and actions against the Company, including environmental matters, it is the opinion of Management that they will have no material effect on the financial position of the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Executive Officers of the Registrant
Name Age Office
Andrew Lozyniak 63 Chairman of the Board and President
Henry V. Kensing 61 Vice President, General Counsel and Secretary
Patrick J. Dorme 59 Vice President-Finance and Chief Financial Officer
Richard E.Smith 46 Treasurer
The officers named above were elected to hold the offices set opposite their respective names until the meeting of directors following the next annual meeting of shareholders. Henry V. Kensing was elected Secretary of the Corporation by the Board of Directors on February 23, 1994.
Except as above stated, the officers named above have served in their respective capacities for the past five years.
There are no family relationships between any directors or executive officers of the Company.
Part II Item 5.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
Range of Stock Prices and Dividend Information on page 24 of the annual report to security holders for the year ended December 31, 1994 is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
Selected Financial Data on page 22 of the annual report to security holders for the year ended December 31, 1994 is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Results of Operations and Financial Condition on pages 4 through 7 of the annual report to security holders for the year ended December 31, 1994 is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the registrant and its subsidiaries are included in the annual report to security holders for the year ended December 31, 1994 and are incorporated herein by reference.
Page(s) in the Annual Report
Consolidated Balance Sheets--As of December 31, 1994 and 1993 8
Consolidated Statements of Income--For the Years Ended December 31, 1994, 1993 and 1992 9
Consolidated Statements of Stockholders' Equity--For the Years Ended December 31, 1994, 1993 and 1992 10
Consolidated Statements of Cash Flows--For the Years Ended December 31, 1994, 1993 and 1992 11
Notes to Consolidated Financial Statements 12-20
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Identification of directors of the registrant and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 5, 1995, under caption "Election of Directors", and said information is incorporated herein by reference.
Identification of executive officers of the registrant and information related thereto is included in Part I of this Form 10-K.
Item 11.
Item 11. Executive Compensation
Remuneration of directors and officers and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 5, 1995, under the captions "Election of Directors", including information on the Stock Retirement Plan for Outside Directors, and under the captions "Executive Compensation", "Pension Benefits", "Savings and Investment Plan" and "1980 Restricted Stock and Cash Bonus Plan", and said information is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security ownership of management and of certain beneficial owners and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held May 5, 1995, under the captions "Election of Directors" and "Security Ownership of Certain Beneficial Owners", and said information is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Transactions with management and others and information related thereto is included in the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 5, 1995, under the caption "Transactions with Management and Others", and said information is incorporated herein by reference.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) The report of independent auditors and the following consolidated financial statements of the registrant and its subsidiaries included in the annual report to security holders for the year ended December 31, 1994 are incorporated by reference in Item 8 above:
Consolidated Balance Sheets--As of December 31, 1994 and 1993
Consolidated Statements of Income--For the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Stockholders' Equity--For the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows--For the Years Ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
(a)(2) and(d) The following consolidated financial statement schedules of the registrant and its subsidiaries are included in this Form 10-K.
Page(s) Schedule II--Valuation and Qualifying Accounts--For the Years Ended December 31, 1994, 1993 and 1992 15-17
The consolidated financial statements of CTS Corporation, the registrant's investment in which is accounted for by the equity method, are subject to the Rules and Regulations of the Securities and Exchange Commission and have been examined by Price Waterhouse, independent accountants for CTS Corporation. The following consolidated financial statement information and schedules concerning CTS Corporation, which are included in CTS Corporation's annual report on Form 10-K for the year ended December 31, 1994, certain consolidated financial statement schedules included in said Form 10-K and CTS Corporation's annual report to stockholders for 1994 attached to said Form 10-K as Exhibit 13 thereto (all of which are included as Exhibit 99 to this Form 10-K), are incorporated by reference herein. Page(s) in CTS Corporation's annual report to stockholders for 1994
Consolidated Statements of Earnings -- years ended December 31, 1994, 1993 and 1992 12
Consolidated Statements of Stockholders' Equity -- years ended December 31, 1994, 1993 and 1992 13
Consolidated Balance Sheets -- December 31, 1994 and 1993 14
Consolidated Statements of Cash Flows-- years ended December 31, 1994, 1993 and 1992 15
Notes to Consolidated Financial Statements 16-23
Report of independent accountants 24
Page(s) in CTS Corporation annual report on Form 10-K for the year ended December 31, 1994
Report of independent accountants on financial statement schedule S-2
Schedule II - Valuation and qualifying accounts S-3
The above financial statement information and schedules concerning CTS Corporation incorporated herein by reference were furnished to the registrant by CTS Corporation and were used by the registrant as the basis of recording registrant's net income (loss) from its equity investment in CTS Corporation, and the amounts of income (loss) included in registrant's financial statements are based solely on the aforesaid CTS Corporation financial statement information and schedules and report of Price Waterhouse, independent accountants for CTS Corporation.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted, or the information is included in the consolidated financial statements, or notes thereto, of registrant or of CTS Corporation incorporated by reference herein.
(a) (3) and (c) Exhibits
The response to this portion of Item 14 appears on the Exhibits Index in a separate section of this Form 10-K on pages 18 and 19.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended December 31, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DYNAMICS CORPORATION OF AMERICA
/S/ Patrick J. Dorme March 29, 1995 (Signature) Patrick J. Dorme - Vice President- Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/S/ Andrew Lozyniak March 29, 1995 Andrew Lozyniak - Chairman of the Board and President
/S/ Henry V. Kensing March 29, 1995 Henry V. Kensing - Director, Vice President, General Counsel and Secretary
/S/ Patrick J. Dorme March 29, 1995 Patrick J. Dorme - Director, Vice President- Finance and Chief Financial Officer
/S/ Harold Cohan March 29, 1995 Harold Cohan - Director
/S/ Frank A. Gunther March 29, 1995 Frank A. Gunther - Director
/S/ Russell H. Knisel March 29, 1995 Russell H. Knisel - Director
/S/ Saul Sperber March 29, 1995 Saul Sperber - Director
/S/ M. Gregory Bohnsack March 29, 1995 M. Gregory Bohnsack - Corporate Controller and Principal Accounting Officer
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders Dynamics Corporation of America
We consent to the incorporation by reference in this Annual Report (Form 10-K) of Dynamics Corporation of America of our report dated February 22, 1995, included in the 1994 Annual Report to Stockholders of Dynamics Corporation of America.
Our audits also included the financial statement schedules of Dynamics Corporation of America listed in Item 14(a). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Stamford, Connecticut February 22, 1995
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 1994
(in thousands)
Column A Column B Column C Column D Column E
Additions Balance At Charged To Balance Beginning Costs And At End Description Of Period Expenses Deductions Of Period
Valuation accounts deducted from assets to which they apply:
Allowance for net unrealized losses on marketable equity securities $ 1,428 $ 56 $ -0- $ 1,484
Allowance for doubtful accounts $ 505 $ 33 $ (33)(a) $ 571
Allowance for cash discounts $ 26 $ 138 $ 131(b) $ 33
Reserves not shown elsewhere:
Reserve for warranties $ 1,182 $ 1,006 $ 1,221(c) $ 967
Notes: (a)-- Recoveries, net of amounts written off against allowance provided therefor.
(b)-- Discounts charged against allowance provided therefor.
(c)-- Warranty costs incurred and charged against reserve provided therefor.
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 1993
(in thousands)
Column A Column B Column C Column D Column E
Additions Balance At Charged To Balance Beginning Costs And At End Description Of Period Expenses Deductions Of Period
Valuation accounts deducted from assets to which they apply:
Allowance for net unrealized losses on marketable equity securities $1,607 $ -0- $ 179(a) $1,428
Allowance for doubtful accounts $ 571 $ 113 $ 179(b) $ 505
Allowance for cash discounts $ 29 $ 94 $ 97(c) $ 26
Reserves not shown elsewhere:
Reserve for warranties $1,672 $ 918 $1,408(d) $1,182
Notes:
(a)-- Market recoveries, net of changes to portfolio holdings.
(b)-- Bad debts, net of recoveries, written off against allowance provided therefor.
(c)-- Discounts charged against allowance provided therefor.
(d)-- Warranty costs incurred and charged against reserve provided therefor.
DYNAMICS CORPORATION OF AMERICA AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 1992
(in thousands)
Column A Column B Column C Column D Column E
Additions Balance At Charged To Balance Beginning Costs And At End Description Of Period Expenses Deductions Of Period
Valuation accounts deducted from assets to which they apply:
Allowance for net unrealized losses on marketable equity securities $1,561 $ 46 $ -0- $1,607
Allowance for doubtful accounts $ 560 $ 255 $ 244(a) $ 571
Allowance for cash discounts $46 $ 139 $ 156(b) $ 29
Reserves not shown elsewhere:
Reserve for warranties $1,233 $1,701 $1,262(c) $1,672
Notes:
(a)-- Bad debts, net of recoveries, written off against allowance provided therefor.
(b)-- Discounts charged against allowance provided therefor.
(c)-- Warranty costs incurred and charged against reserve provided therefor.
Exhibits Index
Item 14. (a) (3) and (c)
Pursuant to Regulation S-K, Item 601, following is a list of Exhibits:
(A) Exhibits incorporated by reference.
Exhibit 3 - Articles of incorporation and bylaws:
1. Bylaws, as amended, were included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1993.
Exhibit 4 - Instruments defining the rights of security holders:
1. The rights of common stockholders and preferred stockholders (currently unissued) are defined in the Articles of Incorporation referred to in Exhibit 3 and in the Form 8A for registration of certain classes of securities (Rights and Preferred Stock), Rights Agreement dated as of January 30, 1986, Summary of Rights, letter to stockholders, press release and Listing Application to the New York Stock Exchange with respect to the Rights, all of which were included in the Exhibits of the registrant's Form 10-Q Quarterly Report for the period ended March 31, 1986.
Exhibit 10 - Material contracts:
Management Compensatory Plans, Contracts and Arrangements
1. 1980 Restricted Stock and Cash Bonus Plan, as amended, was included in the registrant's definitive proxy statement for the Annual Meeting of Shareholders on May 6, 1988.
2. Employment contracts dated February 1, 1991 with: Andrew Lozyniak - Chairman of the Board and President, Patrick J. Dorme - Vice President-Finance and Chief Financial Officer and Henry V. Kensing - Vice President, General Counsel and Secretary were included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1990.
3. Stock Retirement Plan for Outside Directors, as amended, was included in the registrant's definitive proxy statement for the Annual Meeting of Shareholders on May 1, 1992.
4. Incentive Performance Plan was included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1992.
5. Executive Life Insurance Policies was included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1992.
6. Prescription Drug Plan for Outside Directors was included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1992.
Other Agreement dated October 9, 1990 between Dynamics Corporation of America and Gabelli Funds, Inc. and GAMCO Investors, Inc. was included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1990.
Exhibit 21 - Subsidiaries of the registrant were included in the Exhibits of the registrant's Form 10-K Annual Report for the year ended December 31, 1984.
(B) Exhibits filed in or as a separate section of this report.
Page
Exhibit 13 - Annual report to security holders for the year ended December 31, 1994. (a)
Exhibit 23 - Consent of Independent Auditors 14
Exhibit 27 - Financial Data Schedule (b)
Exhibit 99 - CTS Corporation annual report on Form 10-K for the year ended December 31, 1994, (without Exhibits except as noted), the Report of Independent Accountants and the Financial Statement Schedule II included in said Form 10-K, and CTS Corporation's annual report to stockholders for 1994 included in said Form 10-K as Exhibit 13 thereto. (c)
(a) Unnumbered and immediately following the final numbered page of this report. (b) Filed electronically only pursuant to regulations. (c) Unnumbered and immediately following the registrant's annual report to security holders for the year ended December 31, 1994.