U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1995 ------------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _____________ to ______________ Commission file number 0 - 7 0 9 3 ------------------ MOD-U-KRAF HOMES, INC. ----------------------------------------------------------------- (Exact name of small business issurer as specified in its charter) VIRGINIA 54-0893908 ------------------------------------------------------------------ (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) P. O. BOX 573, ROCKY MOUNT, VIRGINIA 24151 ------------------------------------------------------------------ (Address of principal executive offices) (540) 483-0291 ------------------------------------------------------------------ (Issuer's telephone number) ------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Check whether the issure (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _____ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 825,649 ---------- 1 MOD-U-KRAF HOMES, INC. INDEX PART I - FINANCIAL INFORMATION Balance Sheets 2 & 3 Statements of Income 4 & 5 Statements of Cash Flows 6 & 7 Management's Discussion and Analysis 8 Notes to Financial Information 9 & 10 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 11 2 MOD-U-KRAF HOMES, INC. Consolidated Balance Sheets June 30, 1995 and 1994 ASSETS 1995 1994 ---------- ---------- CURRENT ASSETS Cash and cash equivalents $ 1,045,162 $ 1,001,633 Certificates of deposit 500,000 500,000 Trade receivables 174,659 120,453 Inventories (Note 2) 1,697,884 1,682,885 Notes receivable, current portion (Note 3) 981,240 877,323 Accrued interest receivable 3,234 7,683 Prepaid expenses 46,728 135,276 Income taxes receivable 0 46,350 Deferred income taxes, current protion 56,898 57,480 ---------- ---------- Total current assets 4,505,805 4,429,083 LONG-TERM NOTES RECEIVABLE (Note 3) 171,294 164,170 PROPERTY AND EQUIPMENT, at cost less accumulated depreciation 1995 $1,729,346; 1994 $1,634,649. (Note 4) 1,010,992 907,895 OTHER ASSETS Deferred income taxes 429,931 469,385 Cash surrender value of life insurance 91,824 76,484 ---------- ---------- $ 6,209,846 $ 6,047,017 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term liabilities 60,547 56,015 Accounts payable and other liabilities 328,554 385,631 Accrued compensation 188,285 194,705 Customer deposits 40,598 113,042 Income taxes payable 3,676 0 ---------- ---------- Total current liabilities 621,660 749,393 LONG-TERM DEFERRED COMPENSATION (Note 5) 1,029,655 1,082,136 POST RETIREMENT BENEFITS (Note 6) 134,738 142,804 ---------- ---------- Total liabilities 1,786,053 1,974,333 ---------- ---------- STOCKHOLDERS' EQUITY Common stock, $1 par value, 2,000,000 shares authorized: shares issued and outstanding 1995 825,649, 1994 813,649 825,649 813,649 Additional Paid in Capital 459,671 440,420 Retained earnings 3,138,473 2,818,615 ---------- ---------- 4,423,793 4,072,684 ---------- ---------- $ 6,209,846 $ 6,047,017 ========== ========== Accompanying notes are an integral part of these financial statements. 3 MOD-U-KRAF HOMES, INC. Consolidated Balance Sheets June 30, 1995 and December 31, 1994 ASSETS 1995 1994 ---------- ---------- CURRENT ASSETS Cash and cash equivalents $ 1,045,162 $ 1,226,736 Certificates of deposit 500,000 504,935 Trade receivables 174,659 207,110 Inventories (Note 2) 1,697,884 1,206,955 Notes receivable, current portion (Note 3) 981,240 1,472,979 Accrued interest receivable 3,234 5,411 Prepaid expenses 46,728 71,314 Income taxes receivable 0 0 Deferred income taxes, current protion 56,898 49,809 ---------- ---------- Total current assets 4,505,805 4,745,249 LONG-TERM NOTES RECEIVABLE (Note 3) 171,294 157,708 PROPERTY AND EQUIPMENT, at cost less accumulated depreciation 1995 $1,729,346; 1994 $1,652,419. (Note 4) 1,010,992 897,798 OTHER ASSETS Deferred income taxes 429,931 448,799 Cash surrender value of life insurance 91,824 79,922 ---------- ---------- $ 6,209,846 $ 6,329,476 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term liabilities 60,547 58,234 Accounts payable and other liabilities 328,554 384,565 Accrued compensation 188,285 234,795 Customer deposits 40,598 148,549 Income taxes payable 3,676 37,042 ---------- ---------- Total current liabilities 621,660 863,185 LONG-TERM DEFERRED COMPENSATION (Note 5) 1,029,655 1,056,451 POST RETIREMENT BENEFITS (Note 6) 134,738 138,806 ---------- ---------- Total liabilities 1,786,053 2,058,442 ---------- ---------- STOCKHOLDERS' EQUITY Common stock, $1 par value, 2,000,000 shares authorized: shares issued and outstanding 1995 825,649, 1994 813,649 825,649 813,649 Additional Paid in Capital 459,671 440,420 Retained earnings 3,138,473 3,016,965 ---------- ---------- 4,423,793 4,271,034 ---------- ---------- $ 6,209,846 $ 6,329,476 ========== ========== Accompanying notes are an integral part of these financial statements. 4 MOD-U-KRAF HOMES, INC. Consolidated Statement of Income Quarters Ended June 30, 1995 and June 30, 1994 1995 1994 ---------- ---------- Net Sales $ 2,206,217 $ 2,314,571 Cost of Sales 1,567,144 1,722,205 ---------- ---------- 639,073 592,366 Selling, General and Administrative Expenses 494,023 477,464 ---------- ---------- Income/<Loss> from Operations 145,050 114,902 Deferred Compensation Expense 23,171 24,182 Post Retirement Benefits Expense 4,773 (1,910) Non-operating Income/<Expenses> 52,794 43,364 ---------- ---------- Income/<Loss> Before Income Taxes 169,900 135,994 Federal and State Income Taxes 57,981 38,550 Deferred Income Tax Adjustment 9,728 15,003 ---------- ---------- Income Taxes 67,709 53,553 ----------- ----------- Net Income / <Loss> $ 102,191 $ 82,441 ========== ========== Earnings per share: Net Income / <Loss> 0.12 0.10 ========== ========== Depreciation Included in Above Cost 39,786 37,366 ========== ========== Accompanying notes are an integral part of these financial statements. 5 MOD-U-KRAF HOMES, INC. Consolidated Statement of Income Six Months Ended June 30, 1995 and June 30, 1994 1995 1994 ---------- ---------- Net Sales $ 4,223,100 $ 3,722,156 Cost of Sales 3,023,933 2,739,207 ---------- ---------- 1,199,167 982,949 Selling, General and Administrative Expenses 976,570 897,096 ---------- ---------- Income/<Loss> from Operations 222,597 85,853 Deferred Compensation Expense 46,605 48,604 Post Retirement Benefits Expense 7,723 (3,804) Non-operating Income/<Expenses> 104,112 78,682 ---------- ---------- Income/<Loss> Before Income Taxes 272,381 119,735 Federal and State Income Taxes 89,814 34,551 Deferred Income Tax Adjustment 11,779 24,151 ---------- ---------- Income Taxes 101,593 58,702 ----------- ----------- Net Income / <Loss> $ 170,788 $ 61,033 ========== ========== Earnings per share: Net Income / <Loss> 0.21 0.08 ========== ========== Depreciation Included in Above Cost 76,927 77,506 ========== ========== Accompanying notes are an integral part of these financial statements. 6 MOD-U-KRAF HOMES, INC. Consolidated Statement of Cash Flows Quarters Ended June 30, 1995 and 1994 1995 1994 OPERATING ACTIVITIES ---------- ---------- Net Income/<Loss> $ 102,191 $ 82,441 Noncash <income> expenses included in income or <loss>: Depreciation 39,786 37,637 Deferred income taxes 9,728 15,003 Gain on sale of property and equipment (3,205) 0 Increase in cash value of life insurance (14,410) (16,506) Accrued interest receivable 328 2,731 Adjustments to deferred compensation (12,441) (11,430) Adjustments to post retirement benefits (1,972) (1,910) <Increase> decrease in: Trade receivables 27,188 (36,012) Inventories (9,861) 44,069 Prepaid Expenses 8,695 (90,329) Income taxes receivable 0 (37,880) <Decrease> increase in: Accounts payable and other Liabilities (25,926) (43,815) Accrued compensation 18,015 59,736 Customer deposits (3,120) 76,580 Income taxes payable (29,727) 0 ----------- ----------- Net cash provided by (used in) operations 105,269 80,315 ----------- ----------- INVESTING ACTIVITIES Proceeds from sale of property & equipment 3,205 0 Purchase of plant & equipment (151,475) (31,040) <Increase> decrease in notes receivable 361,457 152,202 <Increase> decrease in certificates of deposit (192,047) 0 ----------- ----------- Net cash provided by (used in) investing activities 21,140 121,162 ----------- ----------- FINANCING ACTIVITIES Proceeds from stock option sale 31,251 0 Cash dividends paid (24,769) (24,410) ----------- ----------- Net cash provided by (used in) financing activities 6,482 (24,410) ----------- ----------- Net increase (decrease) in cash 132,891 177,067 CASH Beginning 912,271 824,566 ----------- ----------- Ending $ 1,045,162 $ 1,001,633 =========== =========== SUPPLEMENTAL DISCOLOSRES OF CASH FLOW INFORMATION Cash payments for: Interest $ 0 $ 0 Income taxes $ 91,750 $ 76,430 Accompanying notes are an integral part of these financial statements. 7 MOD-U-KRAF HOMES, INC. Consolidated Statement of Cash Flows Six Months Ended June 30, 1995 and 1994 1995 1994 OPERATING ACTIVITIES ---------- ---------- Net Income/<Loss> $ 170,788 $ 61,033 Noncash <income> expenses included in income or <loss>: Depreciation 76,927 77,778 Deferred income taxes 11,779 24,151 Gain on sale of property and equipment (3,205) 0 Increase in cash value of life insurance (11,902) (19,122) Accrued interest receivable 2,177 1,312 Adjustments to deferred compensation (24,620) (22,621) Adjustments to post retirement benefits (3,931) (3,804) <Increase> decrease in: Trade receivables 32,451 (43,765) Inventories (490,928) (209,457) Prepaid Expenses 24,585 (90,163) Income taxes receivable 0 (46,350) <Decrease> increase in: Accounts payable and other Liabilities (50,663) 103,713 Accrued compensation (51,860) 16,621 Customer deposits (107,951) 64,094 Income taxes payable (33,366) (5,851) ----------- ----------- Net cash provided by (used in) operations (459,719) (92,431) ----------- ----------- INVESTING ACTIVITIES Proceeds from sale of property & equipment 3,205 0 Purchase of plant & equipment (190,220) (74,308) <Increase> decrease in notes receivable 478,152 7,174 <Increase> decrease in certificates of deposit 4,935 100,000 ----------- ----------- Net cash provided by (used in) investing activities 296,072 32,866 ----------- ----------- FINANCING ACTIVITIES Proceeds from stock option sale 31,251 0 Cash dividends paid (49,178) (49,316) ----------- ----------- Net cash provided by (used in) financing activities (17,927) (49,316) ----------- ----------- Net increase (decrease) in cash (181,574) (108,881) CASH Beginning 1,226,736 1,110,513 ----------- ----------- Ending $ 1,045,162 $ 1,001,632 =========== =========== SUPPLEMENTAL DISCOLOSRES OF CASH FLOW INFORMATION Cash payments for: Interest $ 0 $ 445 Income taxes $ 127,453 $ 94,095 Accompanying notes are an integral part of these financial statements. 8 MOD-U-KRAF HOMES, INC Management's Discussion and Analysis of the Second Quarter Statements Net sales for the second quarter of 1995 were $2,206,217 as compared to $2,314,571 for the second quarter of 1994, a 5% decrease. Sales for the first six months of 1995 were $4,223,100 as compared to $3,722,156 in 1994 for an increase in sales volume of 13%. Cost of Sales was 71.03% of net sales for the second quarter of 1995 and 74.41% for the second quarter of 1994. For the first six months cost of sales was 71.60% for 1995 compared to 73.59% for 1994. Although we are still experiencing unfavorable variances in our production labor, our cost of materials has stablized giving us better control in pricing and purchasing. As a result, our gross profit margin is up 22% for the first six months. Selling, General and Administrative expenses was 22.39% of net sales for the second quarter of 1995 and 20.63% for the same quarter of 1994. They were 23.12% for the first six months of 1995 compared to 24.10% for the same period in 1994. The net income for the second quarter of 1995 is $102,191 compared to net income of $82,441 for the second quarter of 1994. This is $.12 per share for the second quarter of 1995 and $.10 per share for the same period in 1994. Net income for the first six months is $170,788, $.21 common share, for 1995, compared to $61,033, $.08 per common share, for 1994. There are no other significant variances. There have been no material changes in liquidity and capital resources for the first six months of 1995. On July 12, 1995 Mod-U-Kraf Homes, Inc. executed a financing agreement for the construction of our new manufacturing facility. This agreement consists of $3,000,000 Industrial Development Authority of Franklin County, Virginia Industrial Development Revenue Bonds (MOD-U-KRAF HOMES, INC. Project), Series 1995. These bonds will be payable over a 20 year period and are tax-exempt obligations that carry short-term floating interest rates. The average rates for the first four months of 1995 and for 1994 have been 4.05% and 3.07% respectively. 9 MOD-U-KRAF HOMES, INC. NOTES TO FINANCIAL INFORMATION 1. The financial information furnished herein is not certified, but re- flects all adjustments, consisting only of normal recurring adjust- ments which are, in the opinion of management, necessary to a fair statement of the results for the quarter ended June 30, 1995. The results for the quarter ended June 30, 1995 are not necessarily in- dicative of results to be expected for the entire year. The housing industry is seasonal in nature and revenues to the Company during the period April 1 to September 30 are normally greater than revenue during the balance of the year. Both primary & fully diluted net income per common share are based on the weighted average number of shares of common stock outstanding during each year and common stock equivalents of dilutive stock options. 2. Inventories The components of inventories are as follows 1995 1994 ---- ---- Raw Materials $ 671,005 $ 628,524 Work-In-Progress 65,225 105,954 Finished Goods 674,906 348,974 Land and Units held for sale 286,748 599,433 ----------- ----------- $ 1,697,884 $ 1,682,885 =========== =========== 3. Notes Receivable 1995 1994 ---- ---- Various mortgage notes receivable secured by deeds of trust $ 141,505 $ 140,392 Demand note receivabe with interest payable quarterly at 9%, unsecured 14,375 16,975 Life insurance note receivable from an officer of the Company (non-interest bearing) 6,670 7,403 Installment notes receivable from various shareholders secured by shares of common stock of the Company 28,125 0 Various construction loans(all current) 961,859 876,723 ----------- ----------- 1,152,534 1,041,493 Less current portion 981,240 877,323 ----------- ----------- $ 171,294 $ 164,170 =========== =========== 4. Property and Equipment 1995 1994 ---- ---- Land and improvements $ 347,120 $ 269,983 Buildings 1,073,835 1,068,850 Manufacturing equipment 992,478 864,687 Other furniture, fixtures and equipment 326,905 339,024 ----------- ----------- 2,740,338 2,542,544 Less accumulated depreciation (1,729,346) (1,634,649) ----------- ----------- $ 1,010,992 $ 907,895 =========== =========== 10 MOD-U-KRAF HOMES, INC. NOTES TO FINANCIAL INFORMATION (continued) 5. Deferred Compensation, Related Parties 1995 1994 ---- ---- Present Value of deferred compensation benefits payable to the widow of O.Z. Oliver at $6,311 monthly until the earlier of her death or Sept. 2006, discounted at 8.50% in 1995 and 1994. $ 547,339 $ 575,240 Present Value of deferred compensation benefits payable to Robert K. Fitts at $5,560 monthly until his death after which the benefits are payable to his spouse until the earlier of her death or July 2007, discounted at 8.50% in 1995 and 1994. 534,797 555,115 ----------- ----------- 1,082,136 1,130,355 Less Current Maturities 52,481 48,219 ----------- ----------- $ 1,029,655 $ 1,082,136 =========== =========== 6. Post Retirement Benefits 1995 1994 ---- ---- Present value of estimated future benefits $ 142,804 $ 150,600 Less Current Maturities 8,066 7,796 ----------- ----------- $ 134,738 $ 142,804 =========== =========== 7. The Board Of Directors of Mod-U-Kraf Homes, Inc. on August 2, 1995 declared a $.03 per share cash dividend on all shares outstanding on August 18, 1995 and to be paid on September 1, 1995. 8. The Company uses the annualized method in its computation of Federal Income Taxes. 9. Revenues are recorded when the houses are delivered for sales made on account. Cash sales paid in advance are recorded when produced. 11 MOD-U-KRAF HOMES, INC. OTHER INFORMATION NONE 12 MOD-U-KRAF HOMES, INC. 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. MOD-U-KRAF HOMES, INC. ----------------------------------- (Registrant) Date: August 9, 1995 s/Dale H. Powell ------------------------------------- Dale H. Powell President and Chairman of the Board s/Jeffrey L. Boudreaux ------------------------------------- Jeffrey L. Boudreaux Controller