UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FIRST QUARTER ENDED FEBRUARY 3, 1996
Commission File Number 0-934
B.B. WALKER COMPANY
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(Exact name of registrant as specified in its charter)
North Carolina 56-0581797
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
414 East Dixie Drive, Asheboro, NC 27203
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (910) 625-1380
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
On March 4, 1996, 1,726,535 shares of the Registrant's voting common stock
with a par value of $1.00 per share were outstanding.
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
February 3, October 28,
Assets 1996 1995
------ ----------- -----------
Cash $ 1 $ 1
Accounts receivable, less allowance
for doubtful accounts of $628 in
1996 and $521 in 1995 10,223 13,467
Inventories 14,640 15,828
Prepaid expenses 379 311
Income tax recovery receivable 832 613
Deferred income tax benefit, current 678 678
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Total current assets 26,753 30,898
Property, plant and equipment, net of
accumulated depreciation and amortization
of $5,574 in 1996 and $5,412 in 1995 2,811 2,968
Deferred income tax benefit, long-term 92 92
Other assets 394 419
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$ 30,050 $ 34,377
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1
(Continued)
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands)
(Unaudited)
February 3, October 28,
Liabilities and Shareholders' Equity 1996 1995
------------------------------------ ----------- -----------
Borrowings under finance agreement $ 11,012 $ 14,012
Current portion of long-term obligations 1,013 1,088
Accounts payable, trade 4,410 5,210
Accrued salaries, wages and bonuses 303 591
Other accounts payable and accrued liabilities 1,083 632
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Total current liabilities 17,821 21,533
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Long-term obligations 4,088 4,257
Minority interests in consolidated subsidiary 34 34
Shareholders' equity:
7% cumulative preferred stock, $100 par value,
1,150 shares authorized, 828 shares issued
and outstanding in 1996 and 1995 83 83
Common stock, $1 par value, 6,000,000 shares
authorized, 1,726,535 shares issued and
outstanding in 1996 and 1995 1,727 1,727
Capital in excess of par value 2,724 2,724
Retained earnings 3,708 4,158
Shareholders' loans (135) (139)
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Total shareholders' equity 8,107 8,553
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Commitments and contingencies
$ 30,050 $ 34,377
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The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
2
B.B. WALKER COMPANY
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
First Quarter
Ended
------------------------
February 3, January 28,
1996 1995
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Net sales $ 10,020 $ 10,446
Interest and other income 6 22
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Total revenues 10,026 10,468
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Cost of products sold 7,578 7,719
Selling and administrative expenses 2,513 2,795
Depreciation and amortization 162 165
Interest expense 440 372
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Total costs and expenses 10,693 11,051
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Loss before income taxes and
minority interest (667) (583)
Benefit from income taxes (219) (215)
Minority interest 1 1
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Net loss (449) (369)
Retained earnings, beginning of quarter 4,158 5,408
Dividends on common stock - -
Dividends on preferred stock (1) (1)
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Retained earnings, end of quarter $ 3,708 $ 5,038
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Net loss per share:
Primary $ (.26) $ (.21)
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Fully diluted $ (.26) $ (.21)
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Weighted average common shares outstanding:
Primary 1,728 1,768
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Fully diluted 1,728 1,768
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The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
3
B.B. WALKER COMPANY
CONSOLIDATED CASH FLOWS STATEMENTS
(In thousands)
(Unaudited)
First Quarter
Ended
------------------------
February 3, January 28,
1996 1995
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Cash Flows From Operating Activities:
Net loss $ (449) $ (369)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 162 165
Deferred income taxes - 1
(Increase) decrease in:
Accounts receivable, net 3,244 3,169
Inventories 1,188 (875)
Prepaid expenses (68) 29
Other assets 25 2
Increase (decrease) in:
Accounts payable, trade (800) 112
Accrued salaries, wages and bonuses (288) (4)
Other accounts payable and accrued liabilities 451 14
Income taxes payable (219) (218)
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Net cash provided by operating activities 3,246 2,026
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Cash Flows From Investing Activities:
Capital expenditures (5) (14)
Proceeds from disposal of property,
plant and equipment - -
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Net cash used for investing activities (5) (14)
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Cash Flows From Financing Activities:
Net borrowing under finance agreement (3,000) (2,109)
Proceeds from issuance of long-term obligations - 161
Payment on long-term obligations (244) (56)
Repurchase of common stock - (1)
Loans to shareholders, net of repayments 4 (6)
Dividends paid on 7% cumulative preferred stock (1) (1)
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Net cash used for financing activities (3,241) (2,012)
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Net change in cash - -
Cash at beginning of quarter 1 1
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Cash at end of quarter $ 1 $ 1
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
4
B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
- ------
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary for a fair presentation
of the financial results of B.B. Walker Company and Subsidiary (the "Company")
for the interim periods included. All such adjustments are of a normal
recurring nature. The results of operations for the interim periods shown in
this report are not necessarily indicative of the results to be expected for
the fiscal year.
The Company's operations are reported on a fifty-two, fifty-three week fiscal
year that ends on the Saturday closest to October 31. The fiscal year that
ends on November 2, 1996 will include fifty-three weeks of operations as
compared to fifty-two weeks in 1995. The Company elected to include the one
extra week in the first accounting period of the fiscal year. Therefore, the
results for the first quarter ended February 3, 1996 include fourteen weeks of
operations for the Company. The comparative first quarter results for the
period ended January 28, 1995 reflect thirteen weeks of operations for the
Company.
Note 2
- ------
Earnings per common share is computed by deducting preferred dividends from
net income to determine net income attributable to common shareholders. This
amount is divided by the weighted average number of common shares outstanding
during the quarter plus the common stock equivalents arising from stock
options. For primary earnings per share, the common stock equivalents are
calculated using the average of the high and low asked price for the period.
For fully diluted earnings per share, the common stock equivalents are
calculated using the asked price at the end of the period if greater than the
average asked price for the period.
Note 3
- ------
Long-term obligations consist of the following amounts (in thousands):
(Unaudited)
February 3, October 28,
1996 1995
----------- -----------
Notes payable to banks $ 3,019 $ 3,165
Notes payable to governmental authorities 690 704
Promissory notes payable to shareholders 1,187 1,233
Capital lease obligations 205 243
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5,101 5,345
Less portion payable within one year 1,013 1,088
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$ 4,088 $ 4,257
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B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Note 4
- ------
Inventories are composed of the following amounts (in thousands):
(Unaudited)
February 3, October 28,
1996 1995
----------- -----------
Finished goods $ 9,174 $ 9,574
Work in process 599 807
Raw materials and supplies 4,867 5,447
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$ 14,640 $ 15,828
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B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
The following summarizes the results of operations for the Company for the
first quarter ended February 3, 1996 and January 28, 1995:
Three
Months Ended
-------------------------
February 3, January 28,
1996 1995
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Net sales 100.0% 100.0%
Cost of products sold 75.6% 73.9%
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Gross margin 24.4% 26.1%
Selling and administrative expenses 25.1% 26.7%
Depreciation and amortization 1.6% 1.6%
Interest expense 4.4% 3.6%
Interest and other income - (.2%)
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Loss before income taxes
and minority interest (6.7%) (5.6%)
Benefit from income taxes (2.2%) (2.1%)
Minority interest - -
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Net loss (4.5%) (3.5%)
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Net Sales
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Net sales for the first quarter of 1996 were $10,020,000 which was 4.1% lower
than net sales of $10,446,000 in the first quarter of 1995. Sales in the
first quarter of 1996 have been impacted by a weak Christmas selling season
for retailers. Retailers carrying overstocked inventories are having to work
levels down to manageable levels before placing large orders. Also, strong
winter weather has disrupted retailers operations by forcing store closings
and delaying shipments. For comparative purposes, the results for the first
quarter ended February 3, 1996 include fourteen weeks of operations for the
Company. The first quarter results for the period ended January 28, 1995
reflect thirteen weeks of operations for the Company.
7
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
Net Sales, Continued
- --------------------
Sales of branded footwear in the Work/Outdoor Division were down 30% in 1996
over the first quarter of 1995. Domestic sales in the Work/Outdoor Division
fell 27% from the prior year. This division benefited from strong demand for
outdoor footwear in early 1995. This demand appears to have fallen off in the
first quarter of 1996. Pairs shipped for domestic sales were down 29% in the
first quarter while price per pair was up slightly. Export sales in this
division dropped 43% from the first quarter results of a year ago. Orders
from the Company's foreign customer base have been slower than in the past.
Pairs exported were down 37% from 1995's first quarter shipments.
Sales to private label customers of the Work/Outdoor Division improved 26%
over the results for 1995. This was a combination of a 22% increase in pairs
shipped and a slight increase in the price per pair. The Company has given
priority to pursuing new opportunities in this line of business.
Other sales in this division, which consists primarily of sales from the
Company's retail outlets and sales to institutional customers remained
relatively flat when compared to the prior year.
Branded footwear sales in the Western Boot Division remained relatively flat.
Sales in this division increased 1% for the first quarter when compared to
1995. During 1995, retailers reduced inventories to manageable levels which
has helped their operations. However, a weak Christmas selling season hurt
demand for the Company's products. The Company has also been more aggressive
in marketing its footwear in order to gain additional shelf space. This has
led to more pressure on pricing of its product. For the first quarter, pairs
shipped were up 10%, however, the average price per pair fell 4%.
Private label sales in the Western Division were up 268% in the first quarter
of 1996 when compared to the first quarter of 1995. Larger shipments to
existing customers made up the largest part of this growth. However, since
this division only comprises 3% of the Company's net sales, its impact on
operations has been minimal.
Gross Margin
- ------------
The Company's gross margin fell to 24.4% for the first three months of 1996
from 26.1% for the first three months of 1995. The gross margin was impacted
by discounting programs in the branded divisions. Significant competition has
led to aggressive pricing and dating terms in order to induce orders and
increase market share. In addition, manufacturing variances, primarily from
fixed expenses, have had an unfavorable impact on the gross margin. For 1996,
pairs produced in the Company's plants has been 14% lower than 1995. Because
of reduced demand for footwear, the Company has reduced operating schedules in
its plants in order to avoid a large buildup of finished goods inventory.
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B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
Selling and Administrative Expenses
- -----------------------------------
Selling and administrative expenses were $2,513,000 for the first quarter of
1996 as compared to $2,795,000 for the first quarter of 1995, a decrease of
10%. Expenses in most areas were lower in 1996 than in 1995. The Company
continues to analyze its expenses and identify reductions of operating
expenses in 1996 in order to match its cost structure with the current level
of operations. Many of the reductions were implemented during the latter part
of 1995 and are reflected in a comparison of the first quarter of 1996 to the
first quarter of 1995. Salary and benefits were down approximately $91,000
from 1995. Several personnel positions, which are vacant, have not been
replaced and their work has been redistributed. Computer costs for the first
quarter are down $19,000. The Company has postponed some computer-related
projects in 1996 in order to reduce expenses. Travel and showroom expenses
have fallen $41,000 from 1995 levels as the Company is more selective about
where expenses for travel are used. Finally, health care costs are down
$29,000 in the first quarter of 1996, primarily because the Company's claims
experience has slowly been improving. Claims were higher than usual in 1994
and 1995 and appear to be returning to more normal levels.
Interest Expense
- ----------------
Interest expense for the three months ended February 3, 1996 was $440,000, or
$68,000 higher than interest expense of $372,000 for the three months ended
January 28, 1995. The increase for the three month period can be attributed
to the higher average balances on outstanding debt and higher average interest
rates than in the comparable periods of a year ago. Average outstanding
advances under the revolving finance agreement were approximately $775,000
higher in the first quarter of 1996 than in 1995. Interest rates for this
agreement ranged from 9% to 9.25% in 1996 and from 8.25% to 9% in 1995.
Average outstanding amounts for long-term debt were approximately $1,000,000
higher in 1996 than 1995. The Company financed the acquisition of a larger
facility in Somerset, PA with $960,000 in financing from two agencies of the
Commonwealth of Pennsylvania and a bank note. The financing from the
governmental agencies amounted to $720,000 and accrues interest at a rate of
2%. The bank note was for $240,000 and bears interest at the bank's prime
rate plus .75% (9.25% at February 3, 1996). In addition, as part of a new
financing agreement with a bank signed on August 15, 1995, the Company
replaced the existing mortgage note payable which amounted to $2,060,000 and
carried interest at the bank's prime rate plus .75% with a cap of 7.75% (7.75%
at date of closing) with a $3,000,000 term loan bearing interest at the new
bank's prime rate plus .5% (9.0% at February 3, 1996).
Depreciation and Amortization
- -----------------------------
Depreciation and amortization remained flat, decreasing only $3,000 to
$162,000 in 1996 from $165,000 in 1995 for the first three months of the year.
The Company made minimal capital expenditures during 1995 and the first
quarter of 1996 resulting in a small change in depreciation expense.
9
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
Benefit From Income Taxes
- -------------------------
For the first quarter ended February 3, 1996, the Company recorded a benefit
from income taxes of $219,000. For the comparable period in 1995, the Company
had a benefit from income taxes of $215,000. Income tax rates applied to the
loss before income taxes were consistent between 1996 and 1995.
Net Income
- ----------
The Company reported net losses of $449,000 and $369,000 in the first quarter
of 1996 and 1995, respectively. Lower net sales in 1996 than in 1995 have
been the primary factor for the increase in the loss. In addition, weaker
margins and higher interest expense have contributed to the increase in the
net loss for 1996 when compared to 1995. This has been partially offset by
the Company's efforts to reduce expenses and postpone outlays for other
improvements.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company continues to rely on the revolving finance agreement with a bank
to provide its daily working capital requirements. On August 15, 1995, the
Company entered into a new financing agreement. The agreement provided a
$20,000,000 revolving credit facility, which replaced its existing revolving
credit facility. The amount available to be drawn is determined by a formula
based on certain percentages of eligible accounts receivable and inventories.
In addition, the new agreement provided a $3,000,000 term loan that was used
to repay the existing mortgage note payable to a bank. Per the terms of the
note, the Company will pay eighty-four monthly installments of principal and
interest ranging from $36,000 to $59,000.
As a condition to providing the financing, the bank requires that the Company
meet various restrictive covenants. These covenants include, among other
things, maintenance of certain financial ratios, limits on capital
expenditures, minimum net worth and net income requirements and restrictions
on the amount of borrowings from stockholders.
By agreement of the Company's bank, certain restrictive covenants under the
revolving finance agreement have been amended for the period ended October 28,
1995 and thereafter. As part of the amendment, the line of credit based on
eligible accounts receivable and inventories was reduced from $20,000,000 to
$16,000,000. Advances up to the maximum amount of the line of credit continue
to be available against eligible accounts receivable. The seasonal adjustment
for inventories was amended from a range of $6,500,000 to $9,000,000 to a
range of $7,000,000 to $8,000,000. Upon final approval of the amendment, the
interest rate under the revolving finance agreement will be raised from prime
plus .5% (9.0% at February 3, 1996) to prime plus 1.0%. The Company is
currently negotiating the terms of an agreement that will formalize this
amendment and may provide for certain additional amendments to the revolving
finance agreement.
10
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
LIQUIDITY AND CAPITAL RESOURCES, Continued
- ------------------------------------------
All borrowings under the agreement are secured by all accounts receivable,
inventories, machinery and equipment of the Company. In addition, the bank
has a first lien on the Asheboro land and facilities and a subordinated lien
on the Somerset facilities.
The Company had approximately $80,000 of unused availability under the
agreement at February 3, 1996. The Company believes that its revolving
finance agreement, as amended, will provide the necessary liquidity to fund
its current level of operations.
The level of capital expenditures in 1996 continues to be minimal due to
capital constraints. Capital expenditures for the first three months of 1996
were $5,000. The Company is making capital expenditures only to maintain
current levels of operations.
FINANCIAL CONDITION
- -------------------
Accounts Receivable
- -------------------
Accounts receivable were $10,223,000 at February 3, 1996 compared to
$13,467,000 at October 28, 1995, a decrease of $3,244,000. Trade receivables
have historically been at their highest point at the end of the fourth quarter
because of the heavy sales volume related to Christmas buying by retailers.
Second, certain dating programs offered by the Company ended in the first
quarter of 1996, resulting in collection of a significant amount of
outstanding receivables.
Inventories
- -----------
Inventories were $14,640,000 at February 3, 1996, an decrease of $1,188,000
from the inventories held at October 28, 1995 of $15,828,000. Of the
decrease, approximately $400,000 is finished goods, $208,000 is work in
process, and $580,000 in raw materials. Because of weak demand for footwear,
the Company reduced operating schedules in its two plants to avoid a buildup
of finished goods. Fewer raw materials have been procured and production of
finished goods is off from prior periods.
11
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
FINANCIAL CONDITION, Continued
- ------------------------------
Borrowings Under Finance Agreement
- ----------------------------------
The balance outstanding under the finance agreement was $11,012,000 at
February 3, 1996 compared to $14,012,000 at October 28, 1995. The decrease
can be attributed to the cash applied against the outstanding balance from
collections of accounts receivable which were down $3,244,000 in the first
quarter of 1996.
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed:
(4)(c)(4) Letter from Mellon Bank outlining modifications to financial
covenants and other changes to the structure of the credit
facility to be included in the first amendment to the credit
agreement.
(b) Reports on Form 8-K:
NONE
SIGNATURES
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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.
B.B. Walker Company
Date March 19, 1996 KENT T. ANDERSON
---------------------------------
Kent T. Anderson
Chairman of the Board, Chief
Executive Officer and President
Date March 19, 1996 WILLIAM C. MASSIE
---------------------------------
William C. Massie
Executive Vice President
12