SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
{Mark One}
(X) Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For quarterly period ended May 31, 1999
OR
( ) Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission File No: 0-28812
RANKIN AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0838383
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
3838 N. SAM HOUSTON PKWY E. #600
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip code)
281-618-4000
Registrant's telephone number, including Area Code
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.01 par value
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 [ ]
As of July 14, 1999, 5,186,613 shares of common stock were outstanding.
RANKIN AUTOMOTIVE GROUP, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - May 31, 1999 (unaudited) and
February 25, 1999
Condensed Statements of Income - Quarters ended May 31, 1999 and May
25, 1998 (unaudited)
Condensed Statements of Cash Flows - Quarters ended May 31,1999 and
May 25, 1998 (unaudited)
Notes to Condensed Financial Statements - Quarters ended May 31,
1999 and May 25, 1998 (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
SIGNATURES
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED BALANCE SHEETS
********************************************************************************
ASSETS
MAY 31 FEBRUARY 25
1999 1999
------------ ------------
(Unaudited) (Audited)
Current assets:
Cash ............................................... $ 268,521 $ 346,913
Accounts receivable
Trade, net of allowance for doubtful accounts ... 12,814,095 3,704,100
of $1,121,000 and $346,000
Related party ................................... 7,445 34,663
Inventories ........................................ 48,352,865 16,481,982
Prepaid expenses and other ......................... 715,708 539,960
------------ ------------
Total current assets ............................ 62,158,634 21,107,618
Property and equipment, net ........................... 4,332,912 2,155,927
Goodwill, net ......................................... 4,994,933 582,484
Deferred financing costs, net ......................... 339,625 --
------------ ------------
$ 71,826,104 $ 23,846,029
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade ............................ $ 17,882,128 $ 3,747,589
Accrued expenses ................................... 3,351,168 817,045
Current portion of long-term debt .................. 2,071,822 182,525
------------ ------------
Total current liabilities ....................... 23,305,118 4,747,159
Long-term debt, less current portion .................. 34,352,432 7,148,085
------------ ------------
Total liabilities ............................... 57,657,550 11,895,244
Commitments and contingencies ......................... -- --
Stockholders' equity:
Preferred stock, no par value, 2,000,000 shares
authorized, none issued ......................... -- --
Common stock, $.01 par value, 10,000,000 shares
authorized, 5,201,613 and 4,550,000 shares issued 52,016 45,500
Additional paid-in capital ......................... 14,513,154 13,083,830
Accumulated deficit ................................ (201,616) (983,545)
Less: Treasury stock (15,000 shares at cost) ....... (195,000) (195,000)
------------ ------------
Total stockholders' equity ...................... 14,168,554 11,950,785
------------ ------------
$ 71,826,104 $ 23,846,029
------------ ------------
See Notes to Condensed Financial Statements.
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
********************************************************************************
QUARTERS ENDED
-----------------------------
MAY 31,1999 MAY 25, 1998
----------- ------------
Net sales ................................... $28,349,495 $ 9,782,747
Cost of goods sold .......................... 17,656,902 6,326,510
----------- -----------
Gross profit ................................ $10,692,593 $ 3,456,237
Operating, selling, general and
administrative expenses .................. 9,327,537 3,260,383
----------- -----------
Income from operations ...................... 1365,056 195,854
Interest expense ............................ 583,127 60,031
----------- -----------
Income before income taxes .................. 781,929 135,823
Income taxes ................................ -- --
----------- -----------
Net income .................................. $ 781,929 $ 135,823
----------- -----------
Earnings per share .......................... $ 0.15 $0,03
----------- -----------
Earnings per share--assuming dilution ....... $ 0.15 $ 0.03
----------- -----------
Weighted average common shares outstanding:
Average common shares outstanding ........... 5,097,988 4,535,000
Dilutive effect of stock options ............ 1,500 --
----------- -----------
Average common shares outstanding-assuming
dilution .................................. 5,099,488 4,535,000
----------- -----------
See Notes to Condensed Financial Statements.
RANKIN AUTOMOTIVE GROUP, INC
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
********************************************************************************
QUARTERS ENDED
----------------------------
MAY 31, 1999 MAY 25, 1998
------------ ------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings ............................................ $ 781,929 $ 135,823
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation ..................................... 197,268 121,786
Amortization ..................................... 72,690 --
Provisions for bad debts ......................... 77,650 --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable ..... 363,715 (459,027)
(Increase) decrease in inventories ............. (2,207,320) (683,017)
Increase (decrease) in accounts payable
and accrued expenses ........................ 1,213,755 160,418
(Increase) decrease in other, net .............. 37,025 (138,087)
------------ ------------
Net cash provided by (used in) operating activities ..... 536,712 (862,104)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net ................ (589,315) (162,783)
Purchase of businesses, net of cash acquired ............ (13,029,645) --
Proceeds from sale of assets ............................ 12,852 --
------------ ------------
Net cash (used in) investing activities .............. (13,606,108) (162,783)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on revolving line of credit .............. 22,024,062 1,059,899
Proceeds from (repayments on) other long-term obligations (10,599,353) 83,839
Issuance of common stock, net of discount ............... 1,435,840 --
Issuance of debt ........................................ 470,080 --
Deferred financing costs incurred ....................... (339,625) --
------------ ------------
Net cash provided by financing activities ............ 12,991,004 1,143,738
------------ ------------
Net increase (decrease) in cash ............................ (78,392) 118,851
Cash, beginning of period .................................. 346,913 3,962,065
------------ ------------
Cash, end of period ........................................ $ 268,521 $ 4,080,916
------------ ------------
See Notes to Condensed Financial Statements.
RANKIN AUTOMOTIVE GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MAY 31, 1999 (UNAUDITED)
********************************************************************************
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Rankin Automotive Group, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
May 31, 1999 are not necessarily indicative of the results that may be
expected for the year ended February 29, 2000.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended February 25, 1999. Additionally, refer to the Company's Forms
8-K and 8-K/A filed on March 25, 1999 and May 24, 1999, respectively,
concerning information on the Company's new financing agreement and
acquisitions finalized during the quarter ended May 31, 1999.
Certain reclassifications have been made to prior period amounts to conform
to the current year presentation.
2. Long-Term Debt
Long-term debt consists of the following:
MAY 31, 1999 FEBRUARY 25, 1999
------------- -----------------
Borrowings under revolving line of credit .. $ 28,779,133 $ 6,755,071
Bank term loans ............................ 5,829,167 --
Other notes payable ........................ 1,815,954 575,539
------------ ------------
36,424,254 7,330,610
Less current maturities .................... (2,071,822) (182,525)
------------ ------------
$ 34,352,432 $ 7,148,085
------------ ------------
At February 25, 1999, the Company's $ 7.5 million line of credit was with
Hibernia National Bank. On March 10, 1999, the Company entered into a new
financing agreement with Heller Financial, Inc . (Heller). The agreement
provides for term loans in the aggregate amount of $6,000,000 and a revolving
line of credit with a maximum amount of $39,000,000. Drawings under the line
of credit are limited to a certain percentage of eligible trade accounts
receivable and inventory. The term loans require minimum monthly principal
payments totaling approximately $90,000 and the revolving line of credit
expires in March 2004. The interest rate on the revolving line of credit is,
at the Company's option, either LIBOR plus 2.25 percent or prime. The
interest rates on the term loans are .5 percent to .75 percent higher than on
the revolving line of credit. The financing agreement contains certain
financial covenants relating to, among other things, "tangible net worth,"
"ratio of indebtedness to tangible net worth," "fixed charge coverage," and
"capital expenditures," all of which are as defined in the financing
agreement. Initial borrowings under this financing agreement were used to
repay the Company's existing revolving line of credit and to fund the
acquisitions referred to below.
3. Acquisitions of assets
On March 10, 1999, the Company acquired from US Parts Corporation (USP) its
auto parts distribution center located in Houston, Texas as well as the
seventeen stores that it operated throughout Houston. The total purchase
price included 600,000 shares of the Company's common stock, $13.6 million of
cash (including $5.6 million to repay certain of USP'S obligations), issuance
of a note payable for $40,000, the assumption of certain liabilities
estimated at $4.5 million and certain other consideration.
On March 11, 1999, the Company acquired from Automotive & Industrial Supply
Co., Inc. (A&I) its auto parts distribution center located in Shreveport,
Louisiana as well as the three stores that it operates in Shreveport and the
store it operates in Marshall, Texas. The total purchase price included
51,613 shares of the Company's Common Stock, $3.4 million of cash, the
assumption of certain liabilities estimated at $1.2 million and certain other
consideration.
On April 27, 1999, the Company acquired from Allied Distributing Company of
Houston, Inc. and its subsidiary, Auto Parts Investment Group, Inc., its auto
parts distribution center and automotive paint division located in Houston,
Texas, its auto parts distribution center in San Antonio and nine stores that
operate throughout Central and South Texas. The total purchase price included
$9.7 million cash (including $8.4 million to repay certain of Allied's
obligations), the assumption of certain liabilities estimated at $7.5 million
and certain other consideration.
The cash portion of the purchase price for the three acquisitions referred to
above was paid using funds drawn under the revolving line of credit with
Heller.
The Company has recorded as goodwill the acquisition costs in excess of net
assets purchased. These amounts have been recorded on a preliminary basis
pending final determination of the fair value of net assets acquired.
The results of operations of each acquisition are included in the Company's
statements of income from the dates of acquisition. The following unaudited
pro forma results of operations for the quarter ended May 31, 1999 give
effect to the acquisitions as though they had occurred as of February 25,
1999 (in thousands except per share data):
Net sales $34,684
Net earnings 773
Basic and diluted earnings per share .15
The unaudited pro forma information is not necessarily indicative either of
the results of operations that would have occurred had the purchases been
made as of February 25, 1999 or of future results of operations of the
combined businesses.
4. Change in reporting periods
The Company has elected to change its financial reporting period from the
25th of each month to the calendar month end. This change became effective
for the first fiscal quarter with quarter end as of May 31, 1999. Future
quarters will be reported based on results as of May 31, August 31, November
30 and February 28 or 29, as applicable.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
Since its founding in 1968 the Company has grown from a single store in
Alexandria, Louisiana to 69 stores and six distribution centers which supply
approximately 310 independent operators in Texas, Louisiana, Mississippi,
Alabama and Arkansas. Expansion is the result of the Company's ongoing
acquisition program together with selective new store openings.
First quarter expansion during 1999 was driven by the acquisitions of US Parts
Corporation of Houston, Texas (USP), Automotive and Industrial Supply Co., Inc.
of Shreveport, Louisiana (A&I) and Allied Distributing Company of Houston, Texas
(Allied).
The acquisition of USP on March 10, 1999 and A&I on March 11, 1999 were closed
concurrently with a $45.0 million financing. The syndicated financing was led by
Heller Financial, Inc. (Heller). Proceeds from the financing were used to repay
then outstanding indebtedness of the Company, finance the above acquisitions,
and provide working capital for the combined business. On April 28, 1999, the
Company acquired Allied by again drawing upon the Heller facility.
The above acquisitions were accounted for as purchases and, accordingly, the
purchase prices were allocated to the assets and liabilities based upon a
preliminary estimate of their fair values as of the dates of acquisition. The
Company paid approximately $26.7 million in cash, assumed liabilities of
approximately $13.2 million and issued 651,613 shares of the Company's Common
Stock in connection with those acquisitions. The Company also entered into
employment and stock option agreements with certain officers of the acquired
companies. The results of operations of each acquisition are included in the
Company's statements of income from the dates of acquisition. The following
unaudited pro forma results of operations for the quarter ended May 31, 1999
give effect to the acquisitions as though they had occurred as of February 25,
1999 (in thousands except per share data):
Net sales $34,684
Net earnings 773
Basic and diluted earnings per share .15
The unaudited pro forma information is not necessarily indicative either of the
results of operations that would have occurred had the purchases been made as of
February 25, 1999 or of future results of operations of the combined businesses.
The new financing agreement with Heller provides for term loans in the aggregate
amount of $ 6,000,000 and a revolving line of credit with a maximum amount of
$39,000,000. Drawings under the line of credit are limited to a certain
percentage of eligible trade accounts receivable and inventory. The term loans
require minimum monthly principal payments totaling approximately $90,000 and
the revolving line of credit expires March 2004. The interest rate on the
revolving line of credit is at the Company's option, either LIBOR plus 2.25% or
the prime interest rate. The interest rates on the term loans are .5% to .75%
higher than on the revolving line of credit. The financing agreement contains
certain financial covenants relating to, among other things, "tangible net
worth", "ratio of indebtedness to tangible net worth", "fixed charge coverage"
and "capital expenditures", all of which are defined in the financing agreement.
Approximately $ 0.4 million of costs were incurred in connection with closing
the above financing agreement.
RESULTS OF OPERATIONS
The following table sets forth certain selected historical operating
results for the Company as a percentage of net sales. Operating results of the
acquisitions discussed above are included from the date of acquisition.
QUARTERS ENDED
------------------------------
MAY 31, 1999 MAY 25, 1998
------------ ------------
Net sales .............................. 100.0% 100.0%
Cost of good sold ...................... 62.3% 64.7%
----- -----
Gross profit ........................... 37.7% 35.3%
Operating, SG&A expenses ............... 32.9% 33.3%
----- -----
Income from operations ................. 4.8% 2.0%
Interest (expense) income .............. 2.1% 0.6%
----- -----
Income before income taxes ............. 2.7% 1.4%
Income taxes ........................... -- --
----- -----
Net income ............................. 2.7% 1.4%
----- -----
QUARTER ENDED MAY 31, 1999 COMPARED TO QUARTER ENDED MAY 25, 1998
Net sales of $28.3 million for the quarter ended May 31, 1999 increased
approximately $18.6 million, or 189.8%, from approximately $9.8 million for the
quarter ended May 25, 1998. The increase in net sales was primarily attributable
to the acquired businesses which was offset by a decrease in same store sales of
$.1million, or .8% of net sales. The year over year sales increase should
continue throughout fiscal 2000 because of the acquisitions discussed above.
Costs of goods sold for the quarter ended May 31, 1999 amounted to
approximately $17.7million, or 62.3% of net sales, compared to approximately
$6.3 million, or 64.7 % of net sales, for the quarter ended May 25, 1998. The
increase in the dollar amount was primarily attributable to the increased dollar
amount of net sales. Cost of goods sold as a percentage of net sales decreased
2.4% for the period, which is primarily attributable to economies of scale
related to the larger combined business including volume rebates, product mix
and product changeovers.
Operating, selling general and administrative expenses for the quarter
ended May 31, 1999 amounted to approximately $9.3 million, or 32.9% of net
sales, compared to $3.2 million, or 32.3% of net sales, for the quarter ended
May 25, 1998. The increase is primarily attributable to the larger operating
scope of the Company as a result of the acquisitions.
Interest expense for the quarter ended May 31, 1999 was $.6 million
compared to $.1 million for the quarter ended May 25,1998. Interest expense
increased as a result of higher debt levels from the acquisitions, which was
partially offset by lower pricing on outstanding indebtedness.
Income taxes - For the quarters ended May 31, 1999 and May 25, 1999, the
Company recognized and recorded deferred tax assets related to the realized net
operating losses from prior periods. This resulted in the Company having an
effective tax rate of 0% during both of the interim periods. Without the net
operating loss carry forward, the Company would have recorded income tax expense
of approximately $266,000 in the first quarter of 1999 and $46,000 in the first
quarter of 1998.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $536,712, primarily as a
result of an increase in net income and accounts payable and accrued expenses
but offset by increases in inventory and accounts receivable. Net cash used in
operating activities was $862,104,for the quarter ended May 25, 1998.
Net cash used in investing activities was $13,606,106 and $162,783 for the
quarters ended May 31, 1999 and May 25, 1998, respectively. In 1999, cash was
used primarily for purchasing assets of the previously discussed acquisitions,
which were funded through the Company's new financing agreement with Heller.
Net cash provided by financing activities was $12,991,004 and $1,143,738
for the quarters ended May 31, 1999 and May 25, 1998, respectively. These
borrowings were used primarily for the acquisitions discussed above, repayment
of indebtedness previously outstanding or acquired and working capital purposes.
Additionally the Company issued equity securities (Common Stock)
aggregating 651,613 shares valued at $1,435,840 as a result of the acquisitions
during the quarter. Of these shares, 600,000 were issued to the Company's chief
operating officer, are subject to a lock-up agreement and discounted by
approximately 33% to reflect the impact of the lock-up. The Company also assumed
indebtedness of $16,907,985 and paid a portion of the USP and Allied purchase
price with unsecured obligations of the Company totaling $470,080.
The purchase agreements related to the asset acquisitions of USP, A&I and
Allied require final acquisition adjustments 90 days after closing. Although
these adjustments are currently being finally determined, the Company does not
expect to receive or make final settlement payments under these agreements which
are material in the aggregate to the Company's financial statements.
At May 31, 1999, the Company's $45.0 million line of credit is through
syndicated financing led by Heller. The Company entered into this financing
agreement on March 10, 1999. The agreement provides for term loans in the
aggregate of $6.0 million and a revolving line of credit with a maximum amount
of $39.0 million. The term loans require minimum monthly principal payments
totaling approximately $90,000 and the revolving line of credit expires March
2004. The interest rate on the revolving line of credit is, at the Company's
option, either LIBOR plus 2.25 percent or the prime interest rate. The interest
rates on the term loans are .5 percent to .75 percent higher than on the
revolving line of credit. The financing agreement contains certain financial
covenants relating to, among other things, "tangible net worth", "ratio of
indebtedness to tangible net worth", "fixed charge coverage" and "capital
expenditures", all of which are as defined in the financing agreement. Initial
borrowings under this financing agreement were used to repay the Company's prior
lender and to fund the acquisitions referred to above.
Amounts outstanding at May 31, 1999 are $5.8 million under the term loan
agreements and $28.8 million under the revolving credit agreement. Additionally,
the Company had availability of $2.9 million at May 31, 1999.
Management's Discussion and Analysis of Financial Condition, Risk Factors,
Description of Business and Other Items contain statements regarding matters
that are not historical facts (including statements as to beliefs or
expectations of the Company) which are forward-looking statements. Because such
forward-looking statements include risks and uncertainties, the Company's actual
results could differ materially from those discussed herein.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have a time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in system
failure of miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
Based on recent assessment, the Company determined that it would be
required to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter. The Company presently believes that with modifications to existing
software and conversions to new software, the Year 2000 Issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue will pose significant operational problems for its computer
systems. Should there be any failure of systems, either at the corporate or
store level, operations would continue with manual processing.
The Company will utilize both internal and external resources to reprogram, or
replace and test the software for the Year 2000 modifications. The Company
anticipates completing the Year 2000 project no later than September 30, 1999,
which is prior to any possible impact on its operating systems. The total cost
of the Year 2000 project is estimated at $600,000 and is being funded through
operating cash flows and available credit facilities. The major portion of these
costs relates to new computer hardware and software and, thus, will be
capitalized.
The costs of the project and date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimate,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third party modification plans
and other factors. However, there can be no guarantee that these estimates will
be achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences, include, but are
not limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties. The Company has not yet developed a contingency plan relating to
the Year 2000.
INFLATION AND SEASONALITY
The company does not believe its operations are materially affected by
inflation. The Company has been successful, in some cases in reducing the
effects of merchandise cost increases principally by taking advantage of vendor
incentive programs, economies of scale resulting from increased volume of
purchases and selective forward buying.
Store sales have historically been somewhat higher in the first and second
quarters (March through August) then in the third and fourth quarters (September
through February).
PART II - OTHER INFORMATION
Other Information
Item 6 Exhibits and Reports on Form 8 - K
(a) Exhibit 27 - Financial Data Schedule (for SEC use only)
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.
RANKIN AUTOMOTIVE GROUP, INC.
/s/ RANDALL B. RANKIN
Randall B. Rankin, Chief Executive Officer
JULY 15, 1999 /s/ STEVE A SATERBAK
Steve A Saterbak, Vice President-Finance