UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
/ / TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ___________________
COMMISSION FILE NUMBER: 1-12624
SYRATECH CORPORATION
--------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3354944
-------- ----------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
175 MCCLELLAN HIGHWAY
EAST BOSTON, MASSACHUSETTS 02128-9114
-------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - 617-561-2200
--------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTIONS 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 NO X
----- -----
NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OUTSTANDING AT JUNE
30, 2000- 3,784,018
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets at June 30, 2000
and December 31, 1999 1
Condensed Consolidated Income Statements for the three and
six month periods ended June 30, 2000 and 1999 2
Condensed Consolidated Statements of Cash Flows for the six
month periods ended June 30, 2000 and 1999 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 20
Signature 21
SYRATECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except share data)
June 30, December 31,
2000 1999
--------- ---------
ASSETS
Current assets:
Cash and equivalents .................................................... $ 2,836 $ 1,451
Accounts receivable, net ................................................ 38,094 69,267
Inventories ............................................................. 119,643 94,096
Deferred income taxes ................................................... 18,081 13,187
Prepaid expenses and other .............................................. 3,931 3,273
--------- ---------
Total current assets ................................................ 182,585 181,274
Property, plant and equipment, net ......................................... 70,421 71,689
Purchase price in excess of net assets acquired, net ....................... 6,187 6,308
Other assets, net .......................................................... 6,615 7,246
--------- ---------
Total ............................................................... $ 265,808 $ 266,517
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan facilities and notes payable ............................. $ 34,074 $ 22,669
Accounts payable ........................................................ 19,322 11,673
Accrued expenses ........................................................ 7,984 11,697
Accrued interest ........................................................ 3,977 3,999
Accrued compensation .................................................... 2,649 3,012
Accrued advertising ..................................................... 2,678 3,569
Income taxes payable .................................................... 900 1,216
--------- ---------
Total current liabilities ........................................... 71,584 57,835
Long - term debt ........................................................... 165,000 165,000
Deferred income taxes ...................................................... 19,671 19,671
Pension liability .......................................................... 2,007 2,674
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 500,000 shares authorized; (25,000
designated as cumulative redeemable preferred stock,
18,000 shares issued and outstanding, liquidation value of $18,000, and
includes accrued and unpaid dividends of $7,968 and $6,498
in 2000 and 1999, respectively) ........................................ 25,968 24,498
Common stock, $.01 par value, 20,000,000 shares
authorized; 3,784,018 shares issued and outstanding .................. 38 38
Deficit ................................................................. (17,896) (3,308)
Accumulated other comprehensive income (loss)............................ (564) 109
--------- ---------
Total stockholders' equity .......................................... 7,546 21,337
--------- ---------
Total ............................................................... $ 265,808 $ 266,517
========= =========
See notes to condensed consolidated financial statements.
1
SYRATECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended June 30, Six Months Ended June 30,
----------------------- ------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
Net sales .......................................... $ 47,141 $ 42,064 $ 102,468 $ 84,790
Cost of sales ...................................... 34,715 30,062 75,178 59,949
--------- --------- --------- ---------
Gross profit .................................. 12,426 12,002 27,290 24,841
Selling, general and administrative expenses ....... 16,097 14,368 34,717 30,894
Other operating income ............................. (451) (578) (870) (1,275)
--------- --------- --------- ---------
Loss from operations .......................... (3,220) (1,788) (6,557) (4,778)
Interest expense ................................... (5,513) (5,956) (10,969) (11,669)
Interest income .................................... 12 5 26 45
Other income ....................................... 756 756
--------- --------- --------- ---------
Loss before benefit for income taxes .......... (8,721) (6,983) (17,500) (15,646)
Benefit for income taxes .......................... (2,186) (1,747) (4,381) (3,912)
--------- --------- --------- ---------
Net loss ...................................... (6,535) (5,236) (13,119) (11,734)
Preferred stock dividends accrued .................. 735 656 1,470 1,312
--------- --------- --------- ---------
Net loss applicable to common stockholders .... $ (7,270) $ (5,892) $ (14,589) $ (13,046)
========= ========= ========= =========
Basic and diluted loss per share:
Net loss per common share ........................ $ (1.92) $ (1.56) $ (3.86) $ (3.45)
========= ========= ========= =========
Weighted average number of shares outstanding .. 3,784 3,784 3,784 3,784
========= ========= ========= =========
See notes to condensed consolidated financial statements.
2
SYRATECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Six Months Ended June 30,
-----------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net loss ............................................. $(13,119) $(11,734)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization ...................... 4,473 4,175
Deferred income taxes .............................. (4,894) (4,334)
Loss (gain) on disposal of assets .................. 2 (671)
Other .............................................. (667) (530)
Increase (decrease) in assets and liabilities:
Accounts receivable ............................ 31,173 28,872
Inventories .................................... (25,547) (37,423)
Prepaid expenses and other ..................... (658) (1,371)
Accounts payable and accrued expenses .......... 2,661 (1,399)
Income taxes payable ........................... (316) 143
-------- --------
Net cash provided by (used in) operating activities ... (6,892) (24,272)
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment ........... (2,564) (3,852)
Proceeds from disposal of assets ..................... 91 1,782
Other ................................................ (37)
-------- --------
Net cash used in investing activities ................. (2,473) (2,107)
-------- --------
Cash flows from financing activities:
Change in revolving loan facilities and notes payable 11,405 18,550
Other ............................................... (655) (312)
-------- --------
Net cash provided by financing activities ............. 10,750 18,238
-------- --------
Net increase (decrease) in cash and equivalents ....... 1,385 (8,141)
Cash and equivalents, beginning of period ............. 1,451 9,009
-------- --------
Cash and equivalents, end of period ................... $ 2,836 $ 868
======== ========
See notes to condensed consolidated financial statements.
3
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. FINANCIAL INFORMATION
The accompanying unaudited interim condensed consolidated financial
statements of Syratech Corporation and Subsidiaries (the "Company") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These interim condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's 1999 Annual Report on
Form 10 - K.
In the opinion of management, the interim condensed consolidated financial
statements reflect all adjustments, which consist only of normal and recurring
adjustments, necessary for a fair presentation of the interim periods. The
results of operations for the interim periods are not necessarily indicative of
the results of operations to be expected for the full year.
2. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Six Months Ended June 30,
---------------------
2000 1999
-------- -------
Cash paid during the period for:
Interest .......................................... $ 10,260 $10,893
======== =======
Income taxes ...................................... $ 1,087 $ 456
======== =======
Supplemental schedule of non-cash financing activities:
Accrued cumulative redeemable
preferred stock dividends ................... $ 1,470 $ 1,312
======== =======
3. INVENTORIES
Inventories consisted of the following:
June 30, December 31,
2000 1999
-------- --------
Raw materials ...................... $ 14,743 $ 11,137
Work-in-process .................... 8,609 6,115
Finished goods ..................... 96,291 76,844
-------- --------
Total .................... $119,643 $ 94,096
======== ========
4
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. INCOME TAXES
The benefit for income taxes for the three and six month periods ended June
30, 2000 and 1999 have been computed using the estimated effective full year
tax rate of 25%. Realization of the income tax benefit is dependent upon
generating sufficient future taxable income. Although realization is not
assured, management believes it is more likely than not that the income tax
benefit will be realized through future taxable earnings.
5. REVOLVING LOAN FACILITIES AND NOTES PAYABLE
On July 31, 2000, the Company renewed its Wallace International de Puerto
Rico, Inc. $1,000 credit facility. The renewed facility expires on May 31,
2001.
6. COMPREHENSIVE LOSS
Comprehensive loss consists of the following:
Three Months Ended June 30, Six Months Ended June 30,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
Net loss applicable to common stockholders ... $ (7,270) $ (5,892) $(14,589) $(13,046)
Other comprehensive income (loss):
Foreign currency translation adjustments ... (455) (239) (673) (515)
-------- -------- -------- --------
Comprehensive loss .......................... $ (7,725) $ (6,131) $(15,262) $(13,561)
======== ======== ======== ========
Accumulated other comprehensive income (loss) reported in the Condensed
Consolidated Balance Sheets consists only of foreign currency translation
adjustments.
7. ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. The new standard requires that all
companies record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. Management is currently assessing
whether there will be any impact of SFAS No. 133 on the Company's consolidated
financial statements upon adoption, which is required in the first quarter of
2001.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No.
101 provides guidance on applying generally accepted accounting principles to
revenue recognition issues in financial statements. The Company will adopt SAB
No. 101 as required in the fourth quarter of 2000 and does not expect that such
adoption will have a material impact on the consolidated financial statements.
5
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. SEGMENT DISCLOSURES
The Company has identified only one distinct and reportable segment: Home
Entertainment and Decorative Products, which generates revenue from two types of
product offerings: Tabletop and Giftware, and Seasonal. The following table
presents the Company's net sales in these product categories for the periods
presented:
Three Months Ended June 30, Six Months Ended June 30,
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
Tabletop and Giftware $ 40,072 $ 35,355 $ 81,906 $ 65,370
Seasonal ............ 7,069 6,709 20,562 19,420
-------- -------- -------- --------
Total ............... $ 47,141 $ 42,064 $102,468 $ 84,790
======== ======== ======== ========
9. LITIGATION
During May, 2000 the lawsuit filed by a former employee alleging breach of
contract in connection with his employment was settled without material effect
on the Company's financial statements.
10. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following supplemental condensed consolidating financial statements as of
June 30, 2000 and 1999 present separate financial information for the Company
("Issuer/Guarantor Parent"), the Guarantor Subsidiaries, and the Non-Guarantor
Subsidiaries. Certain prior year amounts have been reclassified to conform with
the 2000 presentation. Separate financial statements of each guarantor are not
presented because management believes that such statements would not be
materially different from the information presented herein.
6
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
JUNE 30, 2000
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and equivalents ......................... $ 78 $ 2,758 $ 2,836
Accounts receivable, net ..................... 32,683 5,411 38,094
Inventories .................................. 113,250 6,352 $ 41 119,643
Deferred income taxes ........................ $ 7,659 10,422 18,081
Prepaid expenses and other ................... 113 2,948 870 3,931
--------- --------- --------- --------- ---------
Total current assets ..................... 7,772 159,381 15,391 41 182,585
Property, plant and equipment, net .............. 67,109 3,361 (49) 70,421
Purchase price in excess of net assets acquired . 6,187 6,187
Other assets, net ............................... 6,488 127 6,615
Investment ...................................... 49,665 (49,665) --
--------- --------- --------- --------- ---------
Total .................................... $ 63,925 $ 232,804 $ 18,752 $ (49,673) $ 265,808
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan facilities and notes payable .. $ 34,074 $ -- $ 34,074
Accounts payable ............................. 12,556 6,766 19,322
Accrued expenses ............................. $ 42 7,615 327 7,984
Accrued interest ............................. 3,832 145 3,977
Accrued compensation ......................... 2,452 197 2,649
Accrued advertising .......................... 2,678 2,678
Income taxes payable ......................... (10,645) 10,789 750 $ 6 900
--------- --------- --------- --------- ---------
Total current liabilities ................ (6,771) 70,309 8,040 6 71,584
Long -term debt ................................. 165,000 165,000
Deferred income taxes ........................... 8,764 10,907 19,671
Pension liability and other long-term liabilities 2,007 2,007
Intercompany (receivable) payable ............... (16,166) 32,604 (17,466) 1,028
Stockholders' equity (deficit) .................. (86,902) 116,977 28,178 (50,707) 7,546
--------- --------- --------- --------- ---------
Total .................................... $ 63,925 $ 232,804 $ 18,752 $ (49,673) $ 265,808
========= ========= ========= ========= =========
7
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 1999
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and equivalents ....................... $ $ 587 $ 864 $ $ 1,451
Accounts receivable, net ................... 64,087 5,180 69,267
Inventories ................................ 88,181 5,874 41 94,096
Deferred income taxes ...................... 5,399 7,788 13,187
Prepaid expenses and other ................. 113 2,319 841 3,273
--------- --------- --------- --------- ---------
Total current assets ................... 5,512 162,962 12,759 41 181,274
Property, plant and equipment, net ............ 68,073 3,664 (48) 71,689
Purchase price in excess of net assets acquired 6,308 6,308
Other assets, net ............................. 7,117 129 7,246
Investment .................................... 49,665 (49,665)
--------- --------- --------- --------- ---------
Total .................................. $ 62,294 $ 237,472 $ 16,423 $ (49,672) $ 266,517
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan facilities and notes payable $ $ 22,579 $ 90 $ $ 22,669
Accounts payable ........................... 7,259 4,414 11,673
Accrued expenses ........................... 37 11,337 323 11,697
Accrued interest ........................... 3,832 167 3,999
Accrued compensation ....................... 2,726 286 3,012
Accrued advertising ........................ 3,569 3,569
Income taxes payable ....................... (10,644) 11,284 570 6 1,216
--------- --------- --------- --------- ---------
Total current liabilities .............. (6,775) 58,921 5,683 6 57,835
Long-term debt ................................ 165,000 165,000
Deferred income taxes ......................... 8,764 10,907 19,671
Pension liability ............................. 2,674 2,674
Intercompany (receivable) payable ............. (25,545) 42,800 (17,255)
Stockholders' equity (deficit) ................ (79,150) 122,170 27,995 (49,678) 21,337
--------- --------- --------- --------- ---------
Total .................................. $ 62,294 $ 237,472 $ 16,423 $ (49,672) $ 266,517
========= ========= ========= ========= =========
8
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ------------ ------------ ------------ ------------
Net sales .................................................... $ $ 36,628 $ 23,346 $(12,833) $ 47,141
Cost of sales ................................................ 28,141 19,407 (12,833) 34,715
-------- -------- -------- -------- --------
Gross profit ............................................ 8,487 3,939 12,426
Selling, general and administrative expenses ................. 112 12,561 3,424 16,097
Other operating income ....................................... (451) (451)
-------- -------- -------- -------- --------
Income (loss) from operations ........................... (112) (3,623) 515 (3,220)
Interest expense ............................................. (4,893) (608) (12) (5,513)
Interest income .............................................. 6 6 12
-------- -------- -------- -------- --------
Income (loss) before provision (benefit) for income taxes (5,005) (4,225) 509 (8,721)
Provision (benefit) for income taxes ......................... 268 (2,653) 199 (2,186)
-------- -------- -------- -------- --------
Net income (loss) ....................................... (5,273) (1,572) 310 -- (6,535)
Preferred stock dividends accrued ........................... 735 -- -- -- 735
-------- -------- -------- -------- --------
Net income (loss) applicable to common stockholders .... $ (6,008) $ (1,572) $ 310 $ -- $ (7,270)
======== ======== ======== ======== ========
9
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ------------ ------------ ------------ ------------
Net sales .................................................... $ $ 31,881 $ 18,189 $ (8,006) $ 42,064
Cost of sales ................................................ 23,742 14,326 (8,006) 30,062
-------- -------- -------- -------- --------
Gross profit ............................................ 8,139 3,863 -- 12,002
Selling, general and administrative expenses ................. 112 11,234 3,026 (4) 14,368
Other operating income ....................................... (578) (578)
-------- -------- -------- -------- --------
Income (loss) from operations ........................... (112) (2,517) 837 4 (1,788)
Interest expense ............................................. (4,893) (1,058) (5) (5,956)
Interest income .............................................. (1) 3 3 5
Other income ................................................. 756 756
-------- -------- -------- -------- --------
Income (loss) before provision (benefit) for income taxes (5,006) (2,816) 835 4 (6,983)
Provision (benefit) for income taxes ......................... (1,171) (655) 79 (1,747)
-------- -------- -------- -------- --------
Net income (loss) ....................................... (3,835) (2,161) 756 4 (5,236)
Preferred stock dividends accrued ............................ 656 656
-------- -------- -------- -------- --------
Net income (loss) applicable to common stockholders ..... $ (4,491) $ (2,161) $ 756 $ 4 $ (5,892)
======== ======== ======== ======== ========
10
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ------------ ------------ ------------ ------------
Net sales .................................................... $ $ 80,731 $ 43,526 $(21,789) $ 102,468
Cost of sales ................................................ 61,447 35,520 (21,789) 75,178
-------- -------- -------- -------- ---------
Gross profit ............................................ 19,284 8,006 27,290
Selling, general and administrative expenses ................. 225 27,717 6,775 34,717
Other operating income ....................................... (870) (870)
-------- -------- -------- -------- ---------
Income (loss) from operations ........................... (225) (7,563) 1,231 (6,557)
Interest expense ............................................. (9,786) (1,161) (22) (10,969)
Interest income .............................................. 16 10 26
-------- -------- -------- -------- ---------
Income (loss) before provision (benefit) for income taxes (10,011) (8,708) 1,219 (17,500)
Provision (benefit) for income taxes ......................... (2,260) (2,485) 364 (4,381)
-------- -------- -------- -------- ---------
Net income (loss) ....................................... (7,751) (6,223) 855 -- (13,119)
Preferred stock dividends accrued ............................ 1,470 1,470
-------- -------- -------- -------- ---------
Net income (loss) applicable to common stockholders ..... $ (9,221) $ (6,223) $ 855 $ -- $ (14,589)
======== ======== ======== ======== =========
11
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
ISSUER/ NON
GUARANTOR GUARANTOR GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ ------------ ------------
Net sales ................................................. $ $ 67,130 $ 33,498 $(15,838) $ 84,790
Cost of sales ............................................. 49,546 26,241 (15,838) 59,949
---------- ------------ ------------ ------------ ------------
Gross profit ......................................... 17,584 7,257 -- 24,841
Selling, general and administrative expenses .............. 225 25,080 5,599 (10) 30,894
Other operating income .................................... (1,275) (1,275)
---------- ------------ ------------ ------------ ------------
Income (loss) from operations ........................ (225) (6,221) 1,658 10 (4,778)
Interest expense .......................................... (9,786) (1,868) (15) (11,669)
Interest income ........................................... 39 6 45
Other income .............................................. 756 756
---------- ------------ ------------ ------------ ------------
Income (loss) before provision (benefit) for income taxes . (10,011) (7,294) 1,649 10 (15,646)
Provision (benefit) for income taxes ...................... (2,261) (1,903) 252 (3,912)
---------- ------------ ------------ ------------ ------------
Net income (loss) .................................... (7,750) (5,391) 1,397 10 (11,734)
Preferred stock dividends accrued ......................... 1,312 1,312
---------- ------------ ------------ ------------ ------------
Net income (loss) applicable to common stockholders .. $ (9,062) $ (5,391) $ 1,397 $ 10 $(13,046)
========== ============ ============ ============ ============
12
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000
Issuer/ Non
Guarantor Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) .................................... $ (7,751) $ (6,223) $ 855 $ -- $(13,119)
Adjustments to reconcile net income to net
cash provided by operations:
Depreciation and amortization ...................... 711 3,454 308 4,473
Deferred income taxes .............................. (2,260) (2,634) (4,894)
Loss on disposal of assets ......................... 2 2
Pension liability .................................. (667) (667)
Increase (decrease) in assets and
liabilities, net of effect of businesses acquired:
Accounts receivable ............................ 31,404 (231) 31,173
Inventories .................................... (25,069) (478) (25,547)
Prepaid expenses and other ..................... (629) (29) (658)
Accounts payable and accrued expenses .......... 5 389 2,267 2,661
Income taxes payable ........................... (1) (495) 180 (316)
Intercompany account ........................... 9,379 (9,181) (198)
--------- ------------ ------------ ------------ ------------
Net cash provided by (used in) operating activities ... 83 (9,651) 2,676 -- (6,892)
--------- ------------ ------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment .......... (2,353) (211) (2,564)
Proceeds from disposal of assets .................... 91 91
Other ............................................... --
--------- ------------ ------------ ------------ ------------
Net cash used in investing activities ................. -- (2,353) (120) -- (2,473)
--------- ------------ ------------ ------------ ------------
Cash flows from financing activities:
Change in revolving loan facilities ................. 11,495 (90) 11,405
Other ............................................... (83) (572) (655)
--------- ------------ ------------ ------------ ------------
Net cash provided by (used in) financing activities ... (83) 11,495 (662) -- 10,750
--------- ------------ ------------ ------------ ------------
Net increase (decrease) in cash and equivalents ....... -- (509) 1,894 -- 1,385
Cash and equivalents, beginning of the period ......... -- 587 864 -- 1,451
--------- ------------ ------------ ------------ ------------
Cash and equivalents, end of the period ............... $ -- $ 78 $ 2,758 $ -- $ 2,836
========= ============ ============ ============ ============
13
SYRATECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999
Issuer/ Non
Guarantor Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) ......................................... $ (7,750) $ (5,391) $ 1,397 $ 10 $(11,734)
Adjustments to reconcile net income to net
cash provided by (used in) operations:
Depreciation and amortization .......................... 628 3,246 301 4,175
Deferred income taxes .................................. (2,261) (2,073) (4,334)
Gain on disposal of assets ............................. (671) (671)
Other .................................................. (530) (530)
Increase (decrease) in assets and liabilities:
Accounts receivable ................................ 30,522 (1,650) 28,872
Inventories ........................................ (36,561) (862) (37,423)
Prepaid expenses and other ......................... (1,134) (237) (1,371)
Accounts payable and accrued expenses .............. 197 (3,227) 1,631 (1,399)
Income taxes payable ............................... (198) 198 143 143
Intercompany account ............................... 9,384 (9,242) (132) (10)
--------- ------------ ------------ ------------ ------------
Net cash provided by (used in) operating activities ....... -- (24,863) 591 (24,272)
--------- ------------ ------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment .............. (3,081) (771) (3,852)
Proceeds from disposal of assets ........................ 1,782 1,782
Other ................................................... (239) 202 (37)
--------- ------------ ------------ ------------ ------------
Net cash used in investing activities ..................... -- (1,538) (569) -- (2,107)
--------- ------------ ------------ ------------ ------------
Cash flows from financing activities:
Change in revolving loan facilities ..................... 18,857 (307) 18,550
Other ................................................... 203 (515) (312)
--------- ------------ ------------ ------------ ------------
Net cash provided by (used in) financing
activities.............................................. 19,060 (822) 18,238
--------- ------------ ------------ ------------ ------------
Net decrease in cash and equivalents ...................... (7,341) (800) (8,141)
Cash and equivalents, beginning of the period ............. 7,496 1,513 9,009
--------- ------------ ------------ ------------ ------------
Cash and equivalents, end of the period ................... $ -- $ 155 $ 713 $ -- $ 868
========= ============ ============ ============ ===========
14
SYRATECH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Except for the historical information contained
in this Quarterly Report on Form 10-Q, the matters discussed are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, general
economic and business conditions; industry capacity; industry trends; overseas
expansion; the loss of major customers; changes in demand for the Company's
products; the timing of orders received from customers; cost and availability of
raw materials; dependence on foreign sources of supply; changes in business
strategy or development plans; availability and quality of management;
availability, terms and deployment of capital; and the seasonal nature of the
business. For additional information concerning these and other important
factors that may cause the Company's actual results to differ materially from
expectations and underlying assumptions, please refer to the reports filed by
the Company with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Net sales increased 12.7% to $47.1 million for the three months ended June
30, 2000 from $42.1 million for the three months ended June 30, 1999. This
increase is primarily due to increased sales of housewares products
reflecting strong demand for fountains, lighting, candles and accessories.
Sales of discontinued inventory were higher during the quarter while sterling
flatware sales were also higher. Changes in normal product prices did not
materially impact net sales.
Gross profit increased 3.5% to $12.4 million for the three months ended June
30, 2000 from $12.0 million for the three months ended June 30, 1999. Gross
profit as a percentage of sales was 26.4% for the 2000 second quarter
compared to 28.5% for the comparable 1999 period. The 2.1 point gross profit
percentage decrease reflects unfavorable product mix compared with the prior
period and increased sales of discontinued inventory at low margins.
Selling, general and administrative expenses ("S, G & A expenses") of $16.1
million improved slightly to 34.1% as a percentage of net sales for the three
months ended June 30, 2000 from 34.2% or $14.4 million for the comparable
period ended June 30, 1999. The $1.7 million increase reflects increased
investment in product development, information technology, and sales and
marketing staff, including increased expenses related to the Company's
expanded sales presence in Europe, and expenses related to the growth in
sales volume.
Loss from operations was $3.2 million and $1.8 million for the second quarter of
2000 and 1999, respectively, and included other operating income of $0.5 million
and $0.6 million in 2000 and 1999, respectively. The decrease in other operating
income reflects lower Farberware license revenue.
Other income of $.8 million in the quarter ended June 30, 1999 represented a
non-recurring gain on disposal of undeveloped land.
Interest expense was $5.5 million for the three months ended June 30, 2000
compared to $6.0 million in the comparable period of 1999. This decrease results
from decreased borrowings as a result of cash received from
15
the sale of the Company's Revere, MA property in late 1999, partially offset
by an increase in the bank's prime lending rate.
The benefit for income taxes was $2.2 million for the three months ended June
30, 2000 compared to $1.7 million for the three months ended June 30, 1999. The
effective income tax rate was 25% for both periods.
Net loss applicable to common stockholders was $7.3 million and $5.9 million
in June 30, 2000 and 1999, respectively, or $1.92 and $1.56 per basic and
diluted share respectively, on adjusted weighted average shares of 3,784,018
in both periods.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Net sales increased 20.8% to $102.5 million for the six months ended June 30,
2000 from $84.8 million for the six months ended June 30, 1999. This increase
is primarily due to strong sales of housewares products designed by the
Company including fountains, stainless steel flatware, lighting, candles and
accessories. Giftware sales also increased versus the prior year including
sales of licensed giftware to specialty retailers. Sales by the company's
English subsidiaries also increased due to an expanded product offering. The
Company is continuing to sell off discontinued product to improve the quality
of its inventory. Changes in normal product prices did not materially impact
net sales.
Gross profit increased 9.9% to $27.3 million for the six months ended June 30,
2000 from $24.8 million for the six months ended June 30, 1999. Gross profit as
a percentage of sales was 26.6% for the first half of 2000 compared to 29.3% for
the comparable 1999 period. The 2.7 point percentage gross profit decrease
primarily reflects unfavorable product mix and the impact of the low margins
experienced on the sale of discontinued product. The change in gross profit as a
percentage of sales was not materially impacted by change in normal product
pricing.
Selling, general and administrative expenses of $34.7 million improved to
33.9% as a percentage of net sales for the six months ended June 30, 2000
from 36.4% or $30.9 million for the comparable 1999 period. The 2.5
percentage point decrease in S,G & A expenses to sales for the six months
ended June 30, 2000 reflects the growth in sales volume. The $3.8 million
increase in S,G & A expenses reflects higher commissions, royalties, and
advertising related to the increased sales volume and investment in
additional sales, marketing and product development staff to drive future
sales growth. Spending for information technology and expenses related to the
Company's expanded European product offering were also higher compared with
the prior year.
Loss from operations was $6.6 million and $4.8 million for the first half of
2000 and 1999, respectively, and included other operating income of $.9 million
and $1.3 million in 2000 and 1999, respectively. The decrease in other operating
income is due to decreased Farberware license revenue.
Interest expense was $11.0 million for the six months ended June 30, 2000
compared to $11.7 million in the same period of 1999. This decrease results
from decreased borrowings as a result of cash received from the sale of the
Company's Revere, MA property in late 1999, partially offset by increases in
the bank's prime lending rate.
The benefit for income taxes was $4.4 million for the six months ended June 30,
2000 compared to $3.9 million for the six months ended June 30, 1999. The
effective income tax rate was 25% for both periods.
Net loss applicable to common stockholders for the six month periods ended in
June 30, 2000 and 1999 was $14.6 million and $13.0 million, respectively, or
$3.86 and $3.45, respectively, per basic and diluted share, on adjusted weighted
average shares of 3,784,018 in both periods.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the six months ended June 30, 2000 was
$6.9 million, a substantial improvement from the $24.3 million used during the
six months ended June 30, 1999. The major uses of cash were the seasonal
increase in inventories partially offset by the seasonal collection of accounts
receivable. Inventories at June 30, 2000 were $119.4 million, down $5.4 million
or 4.3% from the June 30,
16
1999 level due to improved controls over inventory purchases and scheduling, as
well as the successful sale of discontinued inventory in the first half of 2000.
The Company has successfully reduced its inventory and its accounts receivable
compared to prior year levels while achieving higher sales and continued strong
orders for the second half of 2000.
The Company's working capital requirements are seasonal and tend to be highest
in the period from September through November due to the Christmas selling
season. Accounts receivable tend to decline during December and the first
quarter as receivables generated during the third and fourth quarters are
collected and remain lower until the next peak season beginning in September.
Capital expenditures were $2.6 million for the six months ended June 30, 2000
and the Company expects to spend approximately $4.4 million during the remainder
of 2000. These expenditures relate primarily to computer equipment and systems
for the Company's East Boston office facility, relocation of the Company's
Revere, MA warehouse facility, and machinery, equipment and tools and dies for
the Company's manufacturing and distribution facilities.
Availability under the Revolving Credit Facility, net of outstanding letters of
credit, was $49.3 million at June 30, 2000. The Company is in compliance with
the covenants of the Revolving Credit Facility as of June 30, 2000 and for the
quarter then ended.
On July 31, 2000, the Company renewed its Wallace International de Puerto Rico,
Inc. $1 million credit facility. The renewed facility expires on May 31, 2001
and bears interest at a rate equal to, at the Company's option, the Eurodollar
Rate plus 175 basis points or the bank's Prime Rate less 25 basis points.
Availability under the Company's C.J. Vander Ltd. subsidiary overdraft
facility was approximately $200,000 at June 30, 2000.
The Notes become due April 15, 2007 and interest payments are made semi-annually
on April 15 and October 15. The Notes are redeemable in whole or in part, at the
Company's option, after April 15, 2002. The Company may from time to time in the
future repurchase Notes on the open market as may be allowed under the terms of
its Revolving Credit Facility and the terms of its Senior Notes Indenture.
The Company's ability to pay dividends is restricted by the terms of the
Revolving Credit Facility and the Note Indenture.
Dividends on shares of Cumulative Redeemable Preferred Stock are cumulative from
the date of issue and are payable when and as may be declared from time to time
by the Board of Directors of the Company. Such dividends accrue on a daily basis
(whether or not declared) from the original date of issue at an annual rate per
share equal to 12% of the original purchase price per share, with such amount to
be compounded annually on each December 31 so that if the dividend is not paid
for any year the unpaid amount will be added to the original purchase price of
the Cumulative Redeemable Preferred Stock for the purpose of calculating
succeeding years' dividends.
The Company's level of indebtedness has several effects on its future
operations, including (i) a substantial portion of the Company's cash flow from
operations must be dedicated to the payment of interest on its indebtedness and
will not be available for other purposes, (ii) covenants contained in the
Revolving Credit Facility and the indenture governing the Notes require the
Company to meet certain financial tests, and other restrictions may limit its
ability to borrow funds or to dispose of assets and may affect the Company's
flexibility in planning for, and reacting to, changes in its business including
possible acquisition activities, and (iii) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes may be impaired.
The Company believes that funds generated from operations and borrowings
available under the Revolving Credit Facility will be sufficient to finance
the Company's working capital requirements, provide for all known obligations
of the Company (including the Notes and under its operating leases) and fund
planned capital expenditures through December 31, 2000.
17
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. The new standard requires that all
companies record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. Management is currently assessing
whether there will be any impact of SFAS No. 133 on the Company's consolidated
financial statements upon adoption, which is required in the first quarter of
2001.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No.
101 provides guidance on applying generally accepted accounting principles to
revenue recognition issues in financial statements. The Company will adopt SAB
No. 101 as required in the fourth quarter of 2000 and does not expect that such
adoption will have a material impact on the consolidated financial statements.
18
SYRATECH CORPORATION AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate risk primarily through its borrowing
activities. The Company's short-term borrowings are substantially all
denominated in U.S. dollars and bear interest at variable rates primarily based
on either a prime rate or the London Interbank Offering Rate ("LIBOR"). The
effect of a 10% change in the prime or LIBOR rate would not have a material
impact on the Company's financial results. The Company also has fixed debt
financing of $165 million of 11% Senior Notes due April 15, 2007 that had a
current market value of $92.4 million at June 30, 2000 based upon recent private
market trades. There is inherent roll-over risk for these borrowings upon
maturity and are renewed at current market rates. The extent of this risk is not
quantifiable or predictable because of the variability of future interest rates
and the Company's future financing requirements. Currently, the Company does not
enter into financial instruments transactions for trading or other speculative
purposes or to manage interest rate exposure and does not have investments in
debt or equity securities.
The Company transacts sales and purchases primarily in U.S. Dollars and
maintains minimum cash balances denominated in foreign currencies. The Company
does not enter into foreign currency hedge transactions. Through December 31,
1999, foreign currency fluctuations have not had a material impact on the
Company's consolidated financial position or results of operations or cash flows
in any one year and the Company does not believe that its exposure to foreign
currency rate fluctuations is material.
19
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EX-10 Letter Agreement between Banco Popular and Wallace International de
Puerto Rico, Inc dated July 31, 2000
EX-27.1 Financial Data Schedule
EX-27.2 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the three months ended
June 30, 2000.
20
SYRATECH CORPORATION AND SUBSIDIARIES
SIGNATURE
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.
Syratech Corporation
Dated: August 14, 2000
/s/ AMI A. TRAUBER
------------------------------------------
Ami A. Trauber
Executive Vice President, Chief Financial
Officer, Treasurer (Principal Financial
and Accounting Officer)
21