UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[ X
] Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended
September 30, 2009
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: 0-6511
O. I.
CORPORATION
(Exact
name of registrant as specified in its charter)
OKLAHOMA
|
|
73-0728053
|
State
of Incorporation
|
|
I.R.S.
Employer
|
|
|
Identification
No.
|
|
|
|
P.O.
Box 9010
|
|
|
151
Graham Road
|
|
|
College Station,
Texas
|
|
77842-9010
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
|
|
Registrant's
telephone number, including area code:
|
|
(979)
690-1711
|
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 [
Ö
] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files). Yes
[ ] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. Large accelerated filer
[ ] Accelerated filer
[ ] Non-accelerated filer
[ ] Smaller reporting company [
Ö
]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act). Yes [ ] No [
Ö
]
As of
November 10, 2009, there were 2,361,306 shares of the issuer’s common stock,
$.10 par value, outstanding.
Caution
Regarding Forward-Looking Information; Risk Factors
This
quarterly report on Form 10-Q contains forward-looking statements within the
meaning of United States securities laws, including the United States Private
Securities Litigation Reform Act of 1995. From time to time, our public filings,
press releases and other communications will contain forward-looking statements.
Forward-looking information is often, but not always, identified by the use of
words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”,
“target”, “project”, “may”, “will”, “should”, “could”, “estimate”, “predict” or
similar words suggesting future outcomes or language suggesting an outlook.
Forward-looking statements in this quarterly report on Form 10-Q include, but
are not limited to, statements with respect to expectations of our prospects,
future revenues, earnings, activities and technical results.
Forward-looking
statements and information are based on current beliefs as well as assumptions
made by, and information currently available to, us concerning anticipated
financial performance, business prospects, strategies and regulatory
developments. Although management considers these assumptions to be reasonable
based on information currently available to it, they may prove to be incorrect.
The forward-looking statements in this quarterly report on Form 10-Q are made as
of the date it was issued and we do not undertake any obligation to update
publicly or to revise any of the included forward-looking statements, whether as
a result of new information, future events or otherwise, except as required by
applicable law.
By their
very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that outcomes implied by
forward-looking statements will not be achieved. We caution readers not to place
undue reliance on these statements as a number of important factors could cause
the actual results to differ materially from the beliefs, plans, objectives,
expectations and anticipations, estimates and intentions expressed in such
forward-looking statements. These risks and uncertainties may cause our actual
results, levels of activity, performance or achievements to be materially
different from those expressed or implied by any forward-looking statements.
When relying on our forward-looking statements to make decisions, investors and
others should carefully consider the foregoing factors and other uncertainties
and potential events.
Our
public filings are available at www.oico.com and on EDGAR at
www.sec.gov.
Please
see “Part I, Item 1A—Risk Factors” of our annual report on Form 10-K for
the year ended December 31, 2008, for discussion regarding our exposure to
risks. Additionally, new risk factors emerge from time to time and it is not
possible for us to predict all such factors nor to assess the impact such
factors might have on our business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
O.I.
Corporation
|
and
Subsidiary
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
|
(In
Thousands, Except Par Value)
|
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
2009
|
|
|
December
31,
|
|
Assets
|
(Unaudited)
|
|
|
2008
|
|
Current
assets:
|
|
|
|
|
|
Cash
and cash equivalents
|
$
|
4,312
|
|
|
$
|
3,134
|
|
Accounts
receivable, trade, net of allowance for
|
|
|
|
|
|
|
|
doubtful
accounts of $203 and $299, respectively
|
|
4,197
|
|
|
|
6,195
|
|
Investments
at market
|
|
-
|
|
|
|
300
|
|
Inventories,
net
|
|
5,484
|
|
|
|
5,754
|
|
Current
deferred income tax assets
|
|
825
|
|
|
|
825
|
|
Other
current assets
|
|
728
|
|
|
|
729
|
|
Total
current assets
|
|
15,546
|
|
|
|
16,937
|
|
|
|
|
|
|
|
|
|
Property,
plant, and equipment, net
|
|
2,860
|
|
|
|
3,159
|
|
Long-term
deferred income tax assets
|
|
657
|
|
|
|
657
|
|
Intangible
assets, net
|
|
504
|
|
|
|
462
|
|
Other
assets
|
|
297
|
|
|
|
389
|
|
Total
assets
|
$
|
19,864
|
|
|
$
|
21,604
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable, trade
|
$
|
992
|
|
|
$
|
1,516
|
|
Accrued
compensation and other related expenses
|
|
900
|
|
|
|
1,281
|
|
Accrued
liabilities
|
|
504
|
|
|
|
846
|
|
Total
current liabilities
|
|
2,396
|
|
|
|
3,643
|
|
|
|
|
|
|
|
|
|
Uncertain
tax positions-Long term liabilities
|
|
27
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
Common
stock, $.10 par value, 10,000 shares
|
|
|
|
|
|
|
|
authorized,
4,103 shares issued, 2,356 and 2,349 outstanding,
respectively
|
|
410
|
|
|
|
410
|
|
Additional
paid-in capital
|
|
5,503
|
|
|
|
5,402
|
|
Treasury
stock, 1,747 and 1,754 shares, respectively, at cost
|
|
(13,165
|
)
|
|
|
(13,195
|
)
|
Retained
earnings
|
|
24,693
|
|
|
|
25,317
|
|
Total
stockholders' equity
|
|
17,441
|
|
|
|
17,934
|
|
Total
liabilities and stockholders' equity
|
$
|
19,864
|
|
|
$
|
21,604
|
|
|
|
|
|
|
|
|
|
See
Notes to Unaudited Condensed Consoldiated Financial
Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations and Comprehensive Income
(Loss)
|
(In
Thousands, Except Per $ Share Amounts)
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
Nine
Months Ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
$
|
4,030
|
|
|
$
|
5,755
|
|
|
$
|
11,931
|
|
|
$
|
19,348
|
|
Services
|
|
|
859
|
|
|
|
866
|
|
|
|
2,455
|
|
|
|
2,644
|
|
|
|
|
4,889
|
|
|
|
6,621
|
|
|
|
14,386
|
|
|
|
21,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
2,020
|
|
|
|
2,936
|
|
|
|
6,300
|
|
|
|
10,029
|
|
Services
|
|
|
335
|
|
|
|
385
|
|
|
|
1,009
|
|
|
|
1,327
|
|
|
|
|
2,355
|
|
|
|
3,321
|
|
|
|
7,309
|
|
|
|
11,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
2,534
|
|
|
|
3,300
|
|
|
|
7,077
|
|
|
|
10,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
|
1,634
|
|
|
|
2,068
|
|
|
|
5,239
|
|
|
|
6,828
|
|
Research
and development expenses
|
|
|
615
|
|
|
|
980
|
|
|
|
2,307
|
|
|
|
2,845
|
|
Operating
income (loss)
|
|
|
285
|
|
|
|
252
|
|
|
|
(469
|
)
|
|
|
963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (loss), net
|
|
|
8
|
|
|
|
(346
|
)
|
|
|
35
|
|
|
|
(482
|
)
|
Income
(loss) before income taxes
|
|
|
293
|
|
|
|
(94
|
)
|
|
|
(434
|
)
|
|
|
481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
(benefit) for income taxes
|
|
|
81
|
|
|
|
(236
|
)
|
|
|
(163
|
)
|
|
|
(92
|
)
|
Net
income (loss)
|
|
$
|
212
|
|
|
$
|
142
|
|
|
$
|
(271
|
)
|
|
$
|
573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss), net of tax,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gains on investments
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
147
|
|
Comprehensive
income (loss)
|
|
$
|
212
|
|
|
$
|
142
|
|
|
$
|
(271
|
)
|
|
$
|
720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,357
|
|
|
|
2,543
|
|
|
|
2,354
|
|
|
|
2,590
|
|
Diluted
|
|
|
2,366
|
|
|
|
2,579
|
|
|
|
2,354
|
|
|
|
2,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends declared per share of common stock
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Unaudited Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O.I.
Corporation
|
|
|
|
|
|
|
and
Subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Nine
Months Ended
|
|
|
|
September
30,
|
|
|
|
2009
|
|
|
2008
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
Net
(loss) / income
|
|
$
|
(271
|
)
|
|
$
|
573
|
|
Depreciation
and amortization
|
|
|
399
|
|
|
|
422
|
|
Stock
based compensation
|
|
|
83
|
|
|
|
120
|
|
Loss
on securities including amortization of discounts
|
|
|
-
|
|
|
|
692
|
|
Change
in working capital
|
|
|
1,113
|
|
|
|
(856
|
)
|
Net
cash flows provided by operating activities
|
|
|
1,324
|
|
|
|
951
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Purchase
of investments
|
|
|
-
|
|
|
|
(3,181
|
)
|
Sales
and maturity of investments
|
|
|
300
|
|
|
|
5,507
|
|
Purchase
of property, plant and equipment
|
|
|
(106
|
)
|
|
|
(279
|
)
|
Proceeds
from sale of property, plant and equipment
|
|
|
20
|
|
|
|
51
|
|
Change
in other assets
|
|
|
(55
|
)
|
|
|
(74
|
)
|
Net
cash flows provided by investing activities
|
|
|
159
|
|
|
|
2,024
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock pursuant to exercise
|
|
|
|
|
|
|
|
|
of
employee stock options and employee stock purchase plan
|
|
|
55
|
|
|
|
57
|
|
Purchase
of Treasury stock
|
|
|
(7
|
)
|
|
|
(1,057
|
)
|
Payment
of cash dividends on common stock
|
|
|
(353
|
)
|
|
|
(388
|
)
|
Net
cash flows used in financing activities
|
|
|
(305
|
)
|
|
|
(1,388
|
)
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
1,178
|
|
|
|
1,587
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents:
|
|
|
|
|
|
|
|
|
Beginning
of period
|
|
|
3,134
|
|
|
|
3,356
|
|
End
of period
|
|
$
|
4,312
|
|
|
$
|
4,943
|
|
See
Notes to Unaudited Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
|
|
|
O.I.
CORPORATION and SUBSIDIARY
Notes to
Unaudited Condensed Consolidated Financial Statements
1.
|
Basis
of Presentation.
|
O.I.
Corporation (the “Company”, “we”, or “our”), an Oklahoma corporation, was
organized in 1963. The Company designs, manufactures, markets, and
services analytical, monitoring and sample preparation products, components, and
systems used to detect, measure, and analyze chemical compounds.
The
consolidated financial statements included in this report have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission for interim reporting and include all normal and recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation. These financial statements have not been audited by an independent
accountant. The consolidated financial statements include the accounts of the
Company and its subsidiary. All inter-company transactions and
balances have been eliminated in the financial statements. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations
for interim reporting.
The
Company believes that the disclosures are adequate to prevent the information
from being misleading. However, these financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K, for the year ended December 31,
2008. The financial data for the interim periods presented may not
necessarily reflect the results to be anticipated for the complete
year.
Inventories,
net, which include material, labor, and manufacturing overhead, are stated at
the lower of first-in, first-out cost or market (in thousands):
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$
|
4,578
|
|
|
$
|
4,838
|
|
Work-in-process
|
|
|
329
|
|
|
|
486
|
|
Finished
goods
|
|
|
1,178
|
|
|
|
1,084
|
|
Reserves
|
|
|
(601
|
)
|
|
|
(654
|
)
|
|
|
$
|
5,484
|
|
|
$
|
5,754
|
|
3.
|
Comprehensive
Income (Loss).
|
Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that,
under generally accepted accounting principles, are recorded as an element of
stockholders' equity. The Company's components of comprehensive income (loss)
are net income (loss) and unrealized gains and losses on available-for-sale
investments.
The following table sets forth the
computation of basic and diluted earnings per share
(in thousands except per share
data)
:
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
|
Ended
September 30,
|
|
|
Ended
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Numerator,
earnings attributable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
stockholders
|
|
$
|
212
|
|
|
$
|
142
|
|
|
$
|
(271
|
)
|
|
$
|
573
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-weighted
average common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
|
|
|
2,357
|
|
|
|
2,543
|
|
|
|
2,354
|
|
|
|
2,590
|
|
Dilutive
effect of employee stock options
|
|
|
9
|
|
|
|
36
|
|
|
|
-
|
|
|
|
35
|
|
Diluted
outstanding shares
|
|
|
2,366
|
|
|
|
2,579
|
|
|
|
2,354
|
|
|
|
2,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per common share
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.22
|
|
Diluted
earnings per common share
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.22
|
|
For the three and nine months ended
September 30, 2009, there were 118,900 and 102,000 anti-dilutive shares,
respectively. For the three and nine months ended September 30, 2008,
there were 87,500 anti-dilutive shares.
5.
Stock-Based
Compensation.
On
January 1, 2006, we adopted the provisions of ASC 718 Compensation-Stock
Compensation. In accordance with ASC 718, our financial statements
recognize expense related to our stock-based compensation awards that were
granted after January 1, 2006, or that were unvested as of January 1, 2006,
based on their grant-date fair value.
Our
pre-tax compensation cost for stock-based compensation for the three months
ended September 30, 2009 and 2008 was $23,000 and $39,000 ($14,000 and $23,000
after tax effects), respectively. Our pre-tax compensation cost for
stock-based compensation was $83,000 and $120,000 ($50,000 and $72,000 after tax
effects) for the nine months ended September 30, 2009 and 2008,
respectively.
ASC 718
requires that cash flows from the exercise of stock options resulting from tax
benefits in excess of recognized cumulative compensation cost (excess tax
benefits) be classified as financing cash flows. There was no excess
tax benefit for the nine months ended September 30, 2009 or 2008.
No
options were granted during the nine months ended September 30, 2009 or
2008.
Other
information
As of
September 30, 2009, we had $149,000 of total unrecognized compensation cost
related to non-vested awards granted under our various share-based plans, which
we expect to recognize over a 1.3-year period.
We
received cash from options exercised during the first nine months of fiscal
years 2009 and 2008 of $14,000 and $40,000, respectively. The impact
of these cash receipts is included in financing activities in the accompanying
consolidated statements of cash flows.
The
Company’s practice has been to issue shares for option exercises out of treasury
stock as provided under the terms of the 2003 Incentive Compensation
Plan. We believe our treasury stock holdings are sufficient to
satisfy any exercises of options in 2009.
6
.
Segment
Data
The
Company categorizes its operations into two business segments: Laboratory
Products and Air-Monitoring Systems. Operations in these segments
include designing, manufacturing, marketing and selling analytical
instruments. In the Laboratory Products segment, the Company provides
products generally used to ensure regulatory compliance with environmental
requirements for water. Analytical instruments sold in the
Air-Monitoring Systems segment are used for trace-level detection of airborne
gaseous chemical-warfare agents.
Following
is the Company’s business segment information for September 30, 2009 and 2008
(in thousands):
|
|
|
Laboratory
|
|
|
Air-Monitoring
|
|
|
|
|
|
|
|
Products
|
|
|
Systems
|
|
|
Total
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
3rd
Quarter Revenue
|
|
$
|
3,565
|
|
|
$
|
1,324
|
|
|
$
|
4,889
|
|
|
Year
to Date Revenue
|
|
|
10,476
|
|
|
|
3,910
|
|
|
|
14,386
|
|
|
3rd
Quarter Operating income
|
|
|
156
|
|
|
|
129
|
|
|
|
285
|
|
|
Year
to Date Operating (loss)
|
|
|
(399
|
)
|
|
|
(70
|
)
|
|
|
(469
|
)
|
|
Total
Assets
|
|
|
16,449
|
|
|
|
3,415
|
|
|
|
19,864
|
|
|
Capital
Expenditures
|
|
|
105
|
|
|
|
1
|
|
|
|
106
|
|
|
Depreciation
and amortization
|
|
|
356
|
|
|
|
43
|
|
|
|
399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3rd
Quarter Revenue
|
|
$
|
5,273
|
|
|
$
|
1,348
|
|
|
$
|
6,621
|
|
|
Year
to Date Revenue
|
|
|
16,863
|
|
|
|
5,129
|
|
|
|
21,992
|
|
|
3rd
Quarter Operating income (loss)
|
|
|
374
|
|
|
|
(122
|
)
|
|
|
252
|
|
|
Year
to Date Operating income (loss)
|
|
|
1,039
|
|
|
|
(76
|
)
|
|
|
963
|
|
|
Total
Assets
|
|
|
20,339
|
|
|
|
3,231
|
|
|
|
23,570
|
|
|
Capital
Expenditures
|
|
|
242
|
|
|
|
37
|
|
|
|
279
|
|
|
Depreciation
and amortization
|
|
|
352
|
|
|
|
70
|
|
|
|
422
|
|
7.
Subsequent
Events
The Company has performed an evaluation of subsequent events through
November 12, 2009, which is the date the financial statements were
issued.
8.
Income
Taxes
At January 1, 2008, the Company had
accrued $311,000 for unrecognized tax benefits, and $57,000 for the related
interest and penalties pursuant to the adoption of
ASC 740 Income Taxes
.
As of September 30, 2008,
the Company was no longer subject to U.S. Federal income tax examination on a
portion of these uncertain tax positions and accordingly recorded a tax benefit
of $285,000 during the third quarter of 2008. This benefit was
partially offset by an $88,000 valuation allowance which was provided for a
portion of the capital loss carryover from the sale of
securities. Due to the reversal of the uncertain tax position, the
Company also recognized a $48,000 reduction in SG&A expense from the
reversal of related accrued interest and penalties.
Because
of the impact of this tax benefit, the Company’s 2008 effective tax rate for the
quarter and year-to-date totaled (251)% and (19)%,
respectively. Exclusive of the reversal of the uncertain tax
position, the Company’s effective tax rate would have been 22%. The
2009 effective tax rate for the quarter and year-to-date totaled 28% and 38%,
respectively. Permanent differences between book and tax records,
such as credits for R&D and Domestic Production, generally cause the
Company’s effective tax rate to be lower than statutory rates.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS.
The following discussion should be read
in conjunction with the unaudited condensed consolidated financial statements
and the notes thereto. This discussion also contains forward-looking
statements. Please see the “Caution Regarding Forward-Looking
Information; Risk Factors” above.
COMPANY OVERVIEW
O.I.
Corporation, referred to as “the Company,” “OI,” “we,” “our” or “us”, was
organized in 1963 in accordance with the Business Corporation Act of the State
of Oklahoma as Clinical Development Corporation, a builder of medical and
research laboratories. In 1969, we moved from Oklahoma City, Oklahoma
to College Station, Texas and changed our name to Oceanography International
Corporation. To better reflect current business operations, we again
changed our name to O.I. Corporation in July 1980 and in January 1989 we began
doing business as OI Analytical.
At OI, we
provide innovative products for chemical monitoring and analysis. Our
products perform chemical detection, analysis, measurement and monitoring
applications in a wide variety of industries including food, beverage,
pharmaceutical, semiconductor, power generation, chemical, petrochemical and
security. Headquartered in College Station, Texas, we sell our
products throughout the world utilizing a direct sales force as well as a
network of independent sales representatives and distributors.
RECENT DEVELOPMENTS
Though
third quarter consolidated sales continued to be weak in comparison to last
year, we generated operating earnings of $285,000 for the quarter, up $33,000
from 2008, as a result of cost savings measures implemented earlier in the
year.
Conditions
in our Laboratory Products segment appear to be stabilizing with bookings
improving. Bookings exceeded shipments in the third quarter by 19%
and our backlog is up approximately $500,000 from earlier in the year, which we
believe will result in improved sales over the balance of the year.
In the
Air-Monitoring Systems segment, we received a $5.7 million contract during the
third quarter to provide MINICAMS
®
systems
to Bechtel National, Inc. for installation at the Pueblo Chemical
Agent-Destruction Pilot Plant under construction in Pueblo,
Colorado. We anticipate shipments under this contract to
significantly impact our 2010 operations in the Air-Monitoring
segment. However, we expect our fourth quarter 2009 sales in this
segment to be weak due primarily to decreased government spending for military
appropriations.
We
continue to make progress on several innovative new products that should improve
future revenue growth. These products include our new Model 9210
Process TOC Analyzers, our Ion-Camera
TM
Mass
Spectrometer, and the iTOC-CRDS Isotopic Carbon Analyzer that we developed in
conjunction with Picarro, Inc. We received our first customer order
for an iTOC-CRDS and a Process TOC Analyzer in October.
We are in
the process of implementing a change in strategic direction under which we will
begin to operate in a manner designed to emphasize cash flow. Our
long-term objective is to maximize our intrinsic business value per
share of common stock. (Intrinsic value is computed by taking
all future cash flows into and out of the business and then discounting the
resultant number at an appropriate interest rate.) Thus, our
financial goal is to maximize free cash flow and return on invested
capital. We regard capital allocation as immensely important to
creating shareholder value. The basic premise of our new strategy is
to reinvest cash generated from our operations into investments with the
objective of achieving high risk-adjusted
returns.
Results of Operations
(dollars in 000’s)
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
|
|
Nine
Months Ended
|
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
September
30,
|
|
|
|
|
(dollars
in 000’s)
|
|
2009
|
|
|
%
of Rev.
|
|
|
2008
|
|
|
%
of Rev.
|
|
|
(Decrease)
|
|
|
2009
|
|
|
%
of Rev.
|
|
|
2008
|
|
|
%
of Rev.
|
|
|
(Decrease)
|
|
Sales
by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laboratory
Products
|
|
$
|
3,565
|
|
|
|
72.9
|
%
|
|
$
|
5,273
|
|
|
|
79.6
|
%
|
|
$
|
(1,708
|
)
|
|
$
|
10,476
|
|
|
|
72.8
|
%
|
|
$
|
16,863
|
|
|
|
76.7
|
%
|
|
$
|
(6,387
|
)
|
Air-Monitoring
Systems
|
|
|
1,324
|
|
|
|
27.1
|
%
|
|
|
1,348
|
|
|
|
20.4
|
%
|
|
|
(24
|
)
|
|
|
3,910
|
|
|
|
27.2
|
%
|
|
|
5,129
|
|
|
|
23.3
|
%
|
|
|
(1,219
|
)
|
Total
|
|
$
|
4,889
|
|
|
|
100.0
|
%
|
|
$
|
6,621
|
|
|
|
100.0
|
%
|
|
$
|
(1,732
|
)
|
|
$
|
14,386
|
|
|
|
100.0
|
%
|
|
$
|
21,992
|
|
|
|
100.0
|
%
|
|
$
|
(7,606
|
)
|
Total
revenue declined $1,732,000, or 26.2%, for the three months ended September 30,
2009 compared to the same period in 2008. Sales in the Laboratory
Products segment were down 32%, while sales in the Air-Monitoring Systems
segment were little changed from the prior year.
In the
Laboratory Products segment, domestic product sales decreased 40% compared to
the third quarter of 2008 as customers continued to conserve cash due to
economic conditions. The decline in international product sales was
somewhat less severe at 26%, with all regions down compared to the same quarter
in 2008. Service revenues remained largely unchanged from last
year. Bookings exceeded shipments in the third quarter by 19% and our
backlog is up approximately $500,000 from the end of the second
quarter.
In the
Air-Monitoring Systems segment, sales declined 1.8% compared to the third
quarter of 2008 but increased in comparison to the second quarter of this year
due to increased orders from the U.S. Government at the end of the government
fiscal year, September 30. During the third quarter of 2009, we
received a $5.7 million contract to provide MINICAMS
®
systems
to Bechtel National, Inc. for installation at the Pueblo Chemical
Agent-Destruction Pilot Plant under construction in Pueblo,
Colorado. We anticipate shipments under this contract to
significantly impact our 2010 operations in the Air-Monitoring segment, though
our fourth quarter 2009 sales in this segment are likely to lag 2008 revenues
due primarily to decreased government spending for military
appropriations.
On a year
to date basis, our overall revenue declined $7,606,000, or 34.6%, compared to
the nine months ended September 30, 2008. The bulk of this decline
was attributable to the Laboratory Products segment, where we experienced a
decrease in sales of 37.9%. Domestic sales in this segment were
particularly weak, down 47% from the same period of last year, as customers
limited capital equipment purchases due to the uncertain
economy. International sales in the Laboratory Products segment
declined 32% due to lower sales in Latin America, Europe and the Asia Pacific
region, though we generated slight revenue growth in China and
Taiwan. In the Air-Monitoring Systems segment, year-to-date sales
declined 23.8% compared to 2008 due to sluggish demand from the U.S. Government
for MINICAMS
®
systems.
Gross
Profit
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(dollars
in 000’s)
|
|
$
|
|
|
%
|
|
|
$
|
|
|
%
|
|
|
$
|
|
|
%
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laboratory
Products
|
|
$
|
1,687
|
|
|
|
47.3
|
%
|
|
$
|
2,509
|
|
|
|
47.6
|
%
|
|
$
|
4,726
|
|
|
|
45.1
|
%
|
|
$
|
7,693
|
|
|
|
45.6
|
%
|
Air-Monitoring
Systems
|
|
|
847
|
|
|
|
64.0
|
%
|
|
|
791
|
|
|
|
58.7
|
%
|
|
|
2,351
|
|
|
|
60.1
|
%
|
|
|
2,943
|
|
|
|
57.4
|
%
|
Total
|
|
$
|
2,534
|
|
|
|
51.8
|
%
|
|
$
|
3,300
|
|
|
|
49.8
|
%
|
|
$
|
7,077
|
|
|
|
49.2
|
%
|
|
$
|
10,636
|
|
|
|
48.4
|
%
|
Overall
gross profit for the three months ended September 30, 2009 decreased $766,000,
or 23.2%, compared to the third quarter of 2008 because of lower sales volume,
while our overall gross profit margin increased 2% from last
year. Margins in our Laboratory Products segment declined slightly
because of unfavorable manufacturing variances associated with our decreased
production levels. Margins in our Air-Monitoring Systems segment
increased significantly due to a greater composition of certain higher margin
items in the overall sales mix.
On a year
to date basis, gross profit decreased $3,559,000, or 33.5%, in 2009 compared to
last year because of lower sales volume. However, gross profit
margins improved 0.8% due largely to the increased percentage of Air-Monitoring
segment sales relative to total sales. Margins were up in the
Air-Monitoring Systems segment but down slightly in the Laboratory Products
segment as noted in the quarterly
discussion.
Operating
Expenses
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(dollars
in 000’s)
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
SG&A
Expenses by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laboratory
Products
|
|
$
|
1,212
|
|
|
|
34.0
|
%
|
|
$
|
1,572
|
|
|
|
29.8
|
%
|
|
$
|
3,882
|
|
|
|
37.1
|
%
|
|
$
|
5,099
|
|
|
|
30.2
|
%
|
Air-Monitoring
Systems
|
|
|
422
|
|
|
|
31.9
|
%
|
|
|
496
|
|
|
|
36.8
|
%
|
|
|
1,357
|
|
|
|
34.7
|
%
|
|
|
1,729
|
|
|
|
33.7
|
%
|
Total
|
|
$
|
1,634
|
|
|
|
33.4
|
%
|
|
$
|
2,068
|
|
|
|
31.2
|
%
|
|
$
|
5,239
|
|
|
|
36.4
|
%
|
|
$
|
6,828
|
|
|
|
31.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R&D
Expenses by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laboratory
Products
|
|
$
|
319
|
|
|
|
8.9
|
%
|
|
$
|
563
|
|
|
|
10.7
|
%
|
|
$
|
1,243
|
|
|
|
11.9
|
%
|
|
$
|
1,555
|
|
|
|
9.2
|
%
|
Air-Monitoring
Systems
|
|
|
296
|
|
|
|
22.4
|
%
|
|
|
417
|
|
|
|
30.9
|
%
|
|
|
1,064
|
|
|
|
27.2
|
%
|
|
|
1,290
|
|
|
|
25.2
|
%
|
Total
|
|
$
|
615
|
|
|
|
12.6
|
%
|
|
$
|
980
|
|
|
|
14.8
|
%
|
|
$
|
2,307
|
|
|
|
16.0
|
%
|
|
$
|
2,845
|
|
|
|
12.9
|
%
|
Selling,
general and administrative ("SG&A") expenses for the three months ended
September 30, 2009 decreased $434,000, or 21.0%, compared to the same period of
the prior year due largely to cost cutting measures we implemented during the
first half of 2009 in response to the economic downturn. These cost
reduction efforts lowered salary and benefit expenses, travel and entertainment
expenses, consulting fees and Board-related expenses. In the
Laboratory Products segment, SG&A expenses also declined because of lower
sales commissions. We anticipate continued lower SG&A expenses in
comparison to last year as our cost savings measures remain in
effect.
For the
nine months ended September 30, 2009, SG&A expenses decreased $1,589,000, or
23.3%, compared to the same period of the prior year. The decline in
Laboratory Products related SG&A expenses was attributable to decreased:
sales commissions, travel expenses, consulting fees, insurance costs,
Board-related expenses, and lower wage-related expenses. SG&A
expenses in the Air-Monitoring Systems segment were down because of lower wage
related expenses and reduced legal fees.
During
the third quarter of 2009, research and development ("R&D") expenses
decreased by $365,000, or 37.2%, compared to the same period last
year. The decline in Laboratory Products related R&D expenses
during the third quarter was attributable to lower expenses related to
compensation, contract labor, consulting and supplies. R&D
expenses in the Air-Monitoring Systems segment were down because of lower
wage-related and supplies expenses. Our cost control measures remain
in effect and should continue to result in lower R&D expenses compared to
last year in the coming quarters.
R&D
expenses for the nine months ended September 30, 2009 decreased by $538,000, or
18.9%, compared to the same period of the prior year. The decline in
Laboratory Products related R&D expenses during the second and third
quarters was partially offset by higher R&D expenses in the first quarter of
2009 attributable to the completion of beta units for our new Process TOC
Analyzer. R&D expenses in the Air-Monitoring Systems declined in
all three quarters compared to the same periods last year.
Operating Income (Loss)
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
(dollars
in 000’s)
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
|
$
|
|
|
%
of Rev.
|
|
Operating
(Loss) Income by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laboratory
Products
|
|
$
|
156
|
|
|
|
4.4
|
%
|
|
$
|
374
|
|
|
|
7.1
|
%
|
|
$
|
(399
|
)
|
|
|
-3.8
|
%
|
|
$
|
1,039
|
|
|
|
6.2
|
%
|
Air-Monitoring
Systems
|
|
|
129
|
|
|
|
9.7
|
%
|
|
|
(122
|
)
|
|
|
-9.1
|
%
|
|
|
(70
|
)
|
|
|
-1.8
|
%
|
|
|
(76
|
)
|
|
|
-1.5
|
%
|
Total
|
|
$
|
285
|
|
|
|
5.8
|
%
|
|
$
|
252
|
|
|
|
3.8
|
%
|
|
$
|
(469
|
)
|
|
|
-3.3
|
%
|
|
$
|
963
|
|
|
|
4.4
|
%
|
Operating
income totaled $285,000 for the three months ended September 30, 2009, up
$33,000 compared to the same period in 2008, due to lower operating expenses
partially offset by lower sales. On a year-to-date basis, we incurred
an operating loss of $469,000 compared to operating income of $963,000 during
the first nine months of 2008. This decrease in earnings was
primarily attributable to significantly lower sales in 2009 due to the global
economic downturn. Cost cutting measures initiated in the first and
second quarters of 2009 significantly lowered SG&A and R&D expenses,
partially offsetting the impact of reduced revenues.
Other
Income, Net
During
the three months ended September 30, 2009 we recorded $8,000 of other income,
compared to a loss of $346,000 in the third quarter of 2008, when we sold all
our then-outstanding preferred stock and corporate bond holdings. As
a result of this liquidation of our investment holdings last year, we recognized
a loss of $409,000 during the three months ended September 30, 2008, which was
partially offset by interest and dividend
income.
During
the nine months ended September 30, 2009 we recognized $35,000 of other income
compared to a loss of $482,000 in the same period of the prior
year. Last year’s loss was primarily due to investment losses on
preferred stock and corporate bond holdings partially offset by interest and
dividend income.
Liquidity and Capital
Resources
For the
nine months ended September 30, 2009, cash flow provided by operating activities
totaled $1,324,000, compared to $951,000 during the same period in
2008. This increase in cash flow from operations, despite lower sales
and profitability, was attributable to reduced working
capital. Working capital declined due to reduced accounts receivable,
investment in sales-type leases, and inventory, partially offset by lower
accounts payable and other current liabilities.
Cash flow
provided by investing activities totaled $159,000 through the first nine months
of 2009, compared to $2,024,000 in 2008. This reduction in cash flow
compared to 2008 was primarily attributable to our investment portfolio
liquidation last year. During 2009, our investment activity has been
very limited with virtually no investments on hand during the
year. Purchases of property, plant and equipment decreased to
$106,000 in 2009, down $173,000 from last year, as we have limited our capital
expenditures to conserve cash in the current year. We have no
material commitments for capital expenditures as of September 30,
2009.
Net cash
flow used in financing activities for the nine months ended September 30, 2009
totaled $305,000 and consisted primarily of dividend payments partially offset
by proceeds from stock issued in connection with the exercising of stock
options. During the same period in 2008, cash used in financing
activities was $1,083,000 higher than in 2009 due primarily to repurchases of
common stock last year.
Cash and cash equivalents totaled
$4,312,000 as of September
30, 2009
, compared to $3,134,000 as of December
31, 2008.
Despite the year to date loss we have
incurred
, our cash position
has
increased $
1,178
,000 from year-end
. W
e believe our
cash holdings
and expected cash flows from operations
should be sufficient to meet expected working capital, capital expenditure and
R&D
requirements for the foreseeable future.
Because of certain restrictions in our
bank line of credit negotiated prior to the current economic downturn, we
discontinued our bank line of credit which was initiated in May
2008. We made no borrowings under this line of credit during its
existence.
We are in
the process of implementing a change in strategic direction under which we will
begin to operate in a manner designed to emphasize cash flow. Our
long-term objective is to maximize our intrinsic business value per
share of common stock. (Intrinsic value is computed by taking
all future cash flows into and out of the business and then discounting the
resultant number at an appropriate interest rate.) Thus, our
financial goal is to maximize free cash flow and return on invested
capital. We regard capital allocation as immensely important to
creating shareholder value. The basic premise of our new strategy is
to reinvest cash generated from our operations into investments with the
objective of achieving high risk-adjusted returns. These investments may
span a broad spectrum, including acquisitions of product lines, companies, or
other assets. In addition, due to current low interest rates, we will
consider longer-term debt options to raise additional cash using some
of our assets as collateral. Our Board has
established an investment committee consisting of two independent directors and
our CEO/CFO who will make decisions regarding investment and other capital
allocation decisions.
Our Board of Directors declared a cash
dividend on
July
23
,
2009 of $0.05 per common share payable
on
August 31
, 2009 to shareholders of record at the
close of business on
August
14
, 2009.
The quarterly dividend was declared in
connection with the Board's decision in 2006 to establish an annual cash
dividend of $0.20 per share, payable at $0.05 per quarter. The payment of future
cash dividends under the policy is subject to the approval of our Board of
Directors.
Critical Accounting
Policies
Please reference Part II-Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, of our Annual Report on Form 10-K for the year ended December 31,
2008.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
Not
Applicable
Item 4T. Controls
and Procedures
We
maintain a set of disclosure controls and procedures designed to ensure that the
information we are required to disclose in reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. During the period from July 1, 2009 to September 30, 2009,
an evaluation under the supervision and with the participation of management,
including the Chief Executive Officer/CFO (our principal executive officer and
principal financial officer), of the effectiveness of our disclosure controls
and procedures was conducted. Based on that evaluation, the Chief
Executive Officer/CFO has concluded that, as of September 30, 2009, our
disclosure controls and procedures are effective.
Subsequent
to the date of his evaluation, there have been no changes in our internal
controls that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
Our
management, including the Chief Executive Officer/CFO, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.
PART
II- OTHER INFORMATION
Item 1. Legal
Proceedings
In the normal course of our business, we are subject to legal
proceedings brought against us. There have been no material developments
to the legal proceedings described in Part I, Item 3, "Legal
Proceedings" in our Annual Report on Form 10-K for the year-ended December
31, 2008, and there are no new reportable legal proceedings for the
quarter ended September 30, 2009.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
(c) Issuer Repurchases of
Equity Securities
The
following table provides information about our purchases of equity securities
that are registered by us pursuant to section 12 of the Exchange Act during the
quarter ended September 30, 2009.
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased
as
|
|
|
Shares
that
|
|
|
|
Total
|
|
|
|
|
|
Part
of a
|
|
|
May
Yet Be
|
|
|
|
Number
of
|
|
|
Average
|
|
|
Publicly
|
|
|
Purchased
|
|
|
|
Shares
|
|
|
Price
Paid
|
|
|
Announced
|
|
|
Under
the
|
|
2009
|
|
Purchased
|
|
|
Per
Share
|
|
|
Plan
(1)
|
|
|
Plan
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July
1 - July 31
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
37,007
|
|
August
1 - August 31
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
37,007
|
|
September
1 - September 30
|
|
|
1,000
|
|
|
$
|
7.08
|
|
|
|
1,000
|
|
|
|
36,007
|
|
Total
|
|
|
1,000
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In
2008, the Board of Directors authorized a program to repurchase up to 265,000
shares of OI common stock with no specified expiration date.
Item 3. Defaults
Upon Senior Securities
None.
Item 4.
Submission of Matters to a
Vote of Security Holders
Our
annual meeting of shareholders was held on September 21, 2009, at 11:00 a.m. at
O.I. Corporation headquarters, 151 Graham Road, College Station, Texas, for the
purposes of considering and voting upon the following matters: (i) the election
of directors to serve until the 2010 Annual Meeting or until their successors
are elected or appointed; and (ii) the ratification of independent registered
public accountants.
The
following nominees were elected as members of the Board for the ensuing year or
until their successors are elected or appointed: Raymond E. Cabillot, Richard W.
K. Chapman, J. Bruce Lancaster, John K.H. Linnartz, and Donald P.
Segers.
The table
below shows the matters that were voted upon at the meeting, and states the
number of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each matter:
Proposal
No. 1 - Election of Directors
|
For
|
Withheld
|
|
|
|
Raymond
E. Cabillot
|
1,764,125
|
249,536
|
Richard
W.K. Chapman
|
1,764,395
|
249,266
|
J.
Bruce Lancaster
|
2,006,979
|
6,682
|
John
K.H. Linnartz
|
1,767,339
|
246,322
|
Donald
P. Segers
|
2,006,979
|
6,682
|
Proposal
No. 2 - Ratification of Accountants
|
For
|
Against
|
Abstentions
|
|
|
|
|
McGladrey
& Pullen, LLP
|
1,975,961
|
394
|
37,305
|
Item 5. Other
Information
None.
Item 6.
Exhibits
10.1*
|
Agreement dated August 26, 2009,
as amended October 14, 2009, by and between CMS Field Products, a
wholly-owned subsidiary of the Registrant, and Bechtel National, Inc.
(Portions of the Exhibit have been redacted and filed separately with the
Securities and Exchange Commission pursuant to a Confidential Treatment
Request)
|
31*
|
Principal Executive Officer and
Principal Financial Officer certification pursuant to 18. U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32 *
|
Principal Executive Officer and
Principal Financial Officer certification pursuant to 18. U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
* Filed
herewith
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.
|
O. I.
CORPORATION
|
|
---------------------------------
|
|
(Registrant)
|
|
|
|
|
Date: November 12,
2009
|
BY: /s/ J. Bruce
Lancaster
|
-------------------------
|
------------------------------------
|
|
J. Bruce
Lancaster
|
|
Chief Executive Officer and Chief
Financial Officer (Principal Executive and Principal Financial
Officer)
|
EXHIBIT INDEX
EXHIBIT
|
|
NUMBER
|
EXHIBIT
TITLE
|
-------------
|
---------------------
|
|
|
10.1*
|
Agreement dated August 26, 2009,
as amended October 14, 2009, by and between CMS Field Products, a
wholly-owned subsidiary of the Registrant, and Bechtel National, Inc.
(Portions of the Exhibit have been redacted and filed separately with the
Securities and Exchange Commission pursuant to a Confidential Treatment
Request)
|
|
|
31*
|
Principal
Executive Officer and Principal Financial Officer certification pursuant
to 18. U.S.C.
|
|
Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
32*
|
Principal
Executive Officer and Principal Financial Officer certification pursuant
to 18. U.S.C.
|
|
Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|