Arguss Holdings Announces Record Third Quarter Results.ROCKVILLE Rockville, city (1990 pop. 44,835), seat of Montgomery co., W central Md., a NW suburb of Washington, D.C.; settled c.1760s, inc. as a city 1860. It has several scientific research and technology laboratories that focus on the aerospace, electronics, nuclear energy, , Md.--(BUSINESS WIRE)--Oct. 20, 1997--Arguss Holdings, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ARGX) announced revenues and earnings for both the nine and three months ended September September: see month. 30, 1997. Arguss Holdings, Inc. operates as a holding company conducting its operations through its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. - White Mountain Cable Construction Corp. (White Mountain) and Conceptronic, Inc. Consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight for the nine and three months ended September 30, 1997 were $35,826,000 and $14,168,000, respectively, compared to $11,632,000 and $4,072,000 for the same periods one year ago, representing approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. three times the 1996 revenue due primarily to the acquisition of White Mountain, effective January January: see month. 1, 1997, and a 21% increase in sales for Conceptronic for the three months ended September 30, 1997 over the comparable period in 1996. For White Mountain respective net sales for the nine and three months ended September 30, 1997 were $21,026,000 and $8,097,000, representing increases of 105% and 107% over sales for the comparable periods in 1996, prior to acquisition. White Mountain has increased its market share in the New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. region with the addition of significant new business. For Conceptronic, net sales for the nine and three months ended September 30, 1997 were $13,646,000 and $4,917,000, respectively, representing 17% and 21% increases over the comparable periods in 1996. The increase in Conceptronic sales resulted from concerted efforts to increase market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market penetration - the act of entering into or through something; "the penetration of upper management by women" in the SMT (1) (Surface Mount Technology) See surface mount. (2) (Station ManagemenT) An FDDI network management protocol that provides direct management. Only one node requires the software. SMT - Station Management circuit assembly equipment industry. Booking activity in 1997 has increased 17% over 1996 levels supporting Conceptronic's continued revenue growth. Consolidated net income for the nine and three months ended September 30, 1997 increased to $2,002,000 or $.26 per share and $610,000 or $.08 per share, respectively, compared to net loss of ($125,000) or ($.07) per share and net income of $136,000 or $.08 in the same periods in 1996, due primarily to White Mountain's strong operating results since acquisition in 1997. For White Mountain, pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta income for the nine months ended September 30, 1997 was $3,404,000 an increase of 64% over pre-acquisition, pre-tax income for the comparable period in 1996. The increase in White Mountain pre-tax income during the nine months ended September 30, 1997 was due to an increased demand for White Mountain services by existing accounts and servicing of new customers as the cable and telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. industry continues to accelerate the build-out Build-out is an urban planner’s estimate of the amount and location of potential development for an area. Build-out is one step of the land use planning process. Evaluation of potential development impacts begins with a build-out analysis. of the national network. The Conceptronic pre-tax loss of $366,000 for the first nine months of 1997 resulted in part from an unfavorable first quarter product mix and in part from increased expenses incurred for research and development and expenses related to infrastructure improvements. Consolidated net income for the nine months ended September 30, 1997 was significantly effected by goodwill amortization of $618,000 and a lower income tax rate due primarily to reversal reversal n. the decision of a court of appeal ruling that the judgment of a lower court was incorrect and is reversed. The result is that the lower court which tried the case is instructed to dismiss the original action, retry the case, or is ordered to change its of valuation allowances. In September 1997, Arguss acquired TCS (Transportation Control System) A widely used integrated information system for railroad transportation developed by the Missouri Pacific Railroad Company in the late 1960s and early 1970s. It was later implemented by Union Pacific when the companies merged. Communications, Inc. The purchase price - provided all performance goals are met over the next twelve months - is estimated to be $12 million, to be satisfied with Arguss stock, plus the assumption of outstanding debt. Effective September 1, 1997, TCS Communications is included with White Mountain results to form the cable construction group in the attached financial information. In October October: see month. 1997, Arguss also acquired Rite Cable Construction, Inc. The purchase price - provided all performance goals are met over the next twelve months - is estimated to be $3.8 million, to be satisfied with a combination of cash and Arguss common stock, plus assumption of outstanding debt. In August and September 1997, Arguss announced the proposed acquisitions of Line Techs, Inc., Can-Am Construction, Inc. and Schenck Communications, Inc. Arguss expects to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. these transactions during the fourth quarter of 1997. These firms provide underground and aerial aerial: see antenna, in electronics. construction services and splicing splicing /splic·ing/ (spli´sing) 1. the attachment of individual DNA molecules to each other, as in the production of chimeric genes. 2. RNA s. of fiber optic optic /op·tic/ (op´tik) ocular (1). op·tic or op·ti·cal adj. 1. Of or relating to the eye or vision. 2. and coaxial co·ax·i·al adj. Having or mounted on a common axis. coaxial Adjective 1. Electronics (of a cable) transmitting by means of two concentric conductors separated by an insulator cable to telecommunications companies See telecom company. on a national level. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of these proposed transactions is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the completion of due-diligence analysis, the signing of a definitive purchase and sale agreement, approval of both companies boards of directors and other conditions. Certain statements contained herein are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. (as such term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied Inferred from circumstances; known indirectly. In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated. by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. White Mountain constructs and reconstructs, and maintains and repairs communications systems In telecommunication, a communications system is a collection of individual communications networks, transmission systems, relay stations, tributary stations, and data terminal equipment (DTE) usually capable of interconnection and interoperation to form an integrated whole. , and cable television and data systems. White Mountain provides aerial and premise construction services and splicing of both fiber optic and coaxial cable to major communications customers. Conceptronic manufactures and sells highly advanced computer-controlled equipment used in the SMT circuit assembly industry. Arguss continues to actively pursue acquisitions in industry sectors, which it considers strategically important.
Arguss Holdings, Inc.
Quarter Sept. 30 1997a 1996
Net Sales $14,168,000 $ 4,072,000
Net Income 610,000 136,000
Avg. Shares 8,017,000 1,700,000
Share. Earns:
Net Income $ .08 $ .08
Nine Months
Net Sales $35,826,000 $11,632,000
Net Income (Loss) 2,002,000 (126,000)
Avg. Shares 7,671,000 1,700,000
Shr. Earns:
Net Income (Loss) $ .26 $ (.07)
a: Includes the results of White Mountain Cable Construction
Corp. acquired effective January 1, 1997, and TCS Communications, Inc.
acquired effective September 1, 1997.
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The following tables present unaudited consolidating, selected
and pro forma financial information for the nine and three months
ended September 30, 1997 and 1996.
Arguss Holdings, Inc.
Unaudited Consolidating Income Statement
For the Nine Months Ended September 30, 1997
Manufacturing Cable Constr. Consolidated
Net Sales $ 13,646,000 $ 22,180,000 $ 35,826,000
Cost of Sales 9,064,000 15,311,000 24,375,000
Gross Profit 4,582,000 6,869,000 11,451,000
Operating Expenses 4,350,000 1,693,000 6,043,000
Depreciation 173,000 650,000 823,000
Goodwill Amortization -- 618,000 618,000
Net Interest and
Other Expense 100,000 190,000 290,000
Net Corporate Expenses 325,000 347,000 672,000
Total Expenses 4,948,000 3,498,000 8,446,000
Pre-Tax Income (Loss) (366,000) 3,371,000 3,005,000
Tax Expense 1,003,000
Net Income $ 2,002.000
Earnings Per Share .26
Weighted Average Shares Outstanding 7,671,000
Note: Conceptronic comprises the manufacturing segment, while TCS
and White Mountain combine to form the cable construction group.
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Arguss Holdings, Inc.
Unaudited Consolidating Income Statement
For the Three Months Ended September 30, 1997
Manufacturing Cable Constr. Consolidated
Net Sales $ 4,917,000 $ 9,251,000 $14,168,000
Cost of Sales 3,166,000 6,444,000 9,610,000
Gross Profit 1,751,000 2,807,000 4,558,000
Operating Expenses 1,566,000 772,000 2,338,000
Depreciation 55,000 320,000 375,000
Goodwill Amortization -- 225,000 225,000
Net Interest and Other
Expense 40,000 81,000 121,000
Net Corporate Expenses 118,000 140,000 258,000
Total Expenses 1,779,000 1,538,000 3,317,000
Pre-Tax Income (Loss) (28,000) 1,269,000 1,241,000
Tax Expense 631,000
Net Income $ 610,000
Earnings Per Share $ .08
Weighted Average Shares Outstanding 8,017,000
Note: Conceptronic comprises the manufacturing segment, while
TCS and White Mountain combine to form the cable construction group.
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Arguss Holdings, Inc.
Selected Financial Information
As of September 30, 1997
(unaudited)
Manufacturing Cable Constr. Consolidated
ASSETS:
Corporate Cash $ -- $ -- $ 2,210,000
Cash 420,000 531,000 951,000
Accounts Receivable 3,573,000 9,050,000 12,623,000
Inventory 4,343,000 160,000 4,503,000
Property, Plant &
Equipment 1,413,000 8,522,000 9,935,000
Goodwill -- 21,800,000 21,800,000
Other Corporate Assets -- -- 467,000
Other Assets 533,000 752,000 1,285,000
Total Assets $10,282,000 $40,815,000 $53,774,000
LIABILITIES:
Current Borrowings $ 1,549,000 $3,762,000 $5,311,000
Trade Payables and
Expenses 2,698,000 3,214,000 5,912,000
Corporate Accruals -- -- 1,158,000
Deferred Tax Liability 31,000 843,000 874,000
Long-Term Debt 1,001,000 4,398,000 5,399,000
Total Liabilities 5,279,000 12,217,000 18,654,000
TOTAL STOCKHOLDERS' EQUITY 35,120,000
Total Liabilities and Stockholders' Equity $53,774,000
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Arguss Holdings, Inc.
Unaudited Proforma Income Statements
For the Nine Months Ended September 30, 1996
Manufacturing Cable Constr Consolidated
Net Sales $11,632,000 $12,052,000 $23,684,000
Cost of Sales 8,379,000 8,301,000 16,680,000
Gross Profit 3,253,000 3,751,000 7,004,000
Operating Expenses 2,988,000 780,000(A) 3,768,000
Depreciation 254,000 463,000 717,000
Goodwill Amortization -- 618,000(B) 618,000
Net Interest and Other
Expense 137,000 156,000(C) 293,000
Total Expenses 3,379,000 2,017,000 5,396,000
Pre-Tax Income (Loss) (126,000) 1,734,000 1,608,000
Income Tax -- 889,000(D) 889,000
Net Income (Loss) ($126,000.) $ 845,000 $ 719,000
Earnings (Loss) Per Share $(.07) $ .10
Weighted Average
Shares Outstanding 1,700,000 7,390,000
NOTES:
A. Compensation expense adjusted to reflect current salary
arrangements.
B. Amortization of $22,415,000 of goodwill over 20
years.
C. No adjustment is made for imputed interest expense on
acquisition financing. Debt financing was not utilized for either the
TCS nor White Mountain acquisitions.
D. Reduced income tax for cable construction is based on the
assumption that Arguss could utilize Conceptronic net operating losses
to offset cable construction operating income.
Cable Construction: White Mountain and TCS are included in the
above unaudited pro forma as if their respective acquisition dates
were January 1, 1996 and September 1, 1996.
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Arguss Holdings, Inc.
Unaudited Proforma Income Statements
For the Three Months Ended September 30, 1996
Manufacturing Cable Constr. Consolidated
Net Sales $ 4,072,000 $5,721,000 $9,793,000
Cost of Sales 2,885,000 4,010,000 6,895,000
Gross Profit 1,187,000 1,711,000 2,898,000
Operating Expenses 919,000 275,000(E) 1,194,000
Depreciation 86,000 187,000 273,000
Goodwill Amortization - - 225,000(F) 225,000
Net Interest and Other Expense 46,000 52,000 98,000
Total Expenses 1,051,000 739,000 1,790,000
Pre-Tax Income 136,000 972,000 1,108,000
Income Tax - - 533,000 533,000
Net Income $136,000 $439,000 $575,000
Earnings Per Share $.08 $.08
Weighted Average
Shares Outstanding 1,700,000 7,624,000
NOTES:
E. Compensation expense adjusted to reflect current salary
arrangements.
F. Amortization of $22,415,000 of goodwill over 20
years.
G. No adjustment is made for imputed interest expense on
acquisition financing. Debt financing was not utilized for either the
acquisition of TCS nor White Mountain.
Cable Construction: White Mountain and TCS are included in the
above unaudited pro forma as if their respective acquisition dates
were January 1, 1996 and September 1, 1996.
CONTACT: Arguss Holdings Inc. Arthur Arthur, king of Britain: see Arthurian legend. Arthur king and hero of Scotland, Wales, and England. [Arthurian Legend: Parrinder, 28] See : Heroism Trudel, 301/315-0027 |
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