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 QUARTER ENDED MARCH 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM _______________ TO __________
Commission File Number 333-43195
Commission File Number 333-43195-01
SCOVILL FASTENERS INC.
SCOVILL HOLDINGS INC.
(Exact name of registrants as specified in their respective charters)
Delaware 95-3959561
Delaware 58-2365743
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
Scovill Fasteners Inc.
Scovill Holdings Inc.
1802 Scovill Drive
Clarkesville, Georgia 30523
706-754-4181
(Name, address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
___________________
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 [ ]
Numbers of shares of Common Stock outstanding as of May 1, 2001 were 9,311,000.
SCOVILL HOLDINGS INC.
SCOVILL FASTENERS INC.
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2001
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements -
Consolidated Balance Sheets at March 31, 2001 and December 31, 2000............................ 3
Consolidated Statements of Operations for the three month periods ended March 31,
2001 and 2000.................................................................................. 4
Consolidated Statements of Cash Flows for the three month periods ended March 31,
2001 and 2000.................................................................................. 5
Notes to Consolidated Financial Statements..................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 8
Item 3. Quantitative and Qualitative Disclosure about Market Risk...................................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................. 11
Item 2. Changes in Securities and Use of Proceeds...................................................... 11
Item 3. Defaults Upon Senior Securities................................................................ 11
Item 4. Submission of Matters to a Vote of Security Holders............................................ 11
Item 5. Other Information.............................................................................. 11
Item 6. Exhibits and Reports on Form 8-K............................................................... 11
SIGNATURES.............................................................................................. 12
-2-
Scovill Holdings Inc.
Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
March 31, December 31,
2001 2000
--------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents.......................................................................... $ 1,031 $ 765
Accounts receivable, net of allowances of $1,497 and $1,571, respectively.......................... 15,716 18,241
Inventories........................................................................................ 19,784 19,233
Other.............................................................................................. 841 466
-------- --------
Total current assets............................................................................ 37,372 38,705
PROPERTY, PLANT AND EQUIPMENT, NET.................................................................... 54,569 54,997
INTANGIBLE ASSETS..................................................................................... 93,948 94,921
-------- --------
$185,889 $188,623
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt............................................................... $ 5,130 $ 3,543
Accounts payable................................................................................... 7,435 7,635
Accrued liabilities................................................................................ 6,725 8,688
Accrued interest................................................................................... 5,892 2,685
-------- --------
Total Current Liabilities....................................................................... 25,182 22,551
-------- --------
LONG TERM LIABILITIES
Revolving credit facility.......................................................................... 16,694 16,818
Long-term debt..................................................................................... 131,582 133,363
Employee benefits.................................................................................. 22,759 22,717
Other.............................................................................................. 2,242 2,100
-------- --------
Total long-term liabilities..................................................................... 173,277 174,998
-------- --------
STOCKHOLDERS EQUITY
Preferred Stock, $.0001 par value, 1,000,000 shares authorized, none issued and
outstanding at March 31, 2001 and December 2000.................................................... -- --
Series B Preferred Stock, $.0001 par value, 6,000,000 shares authorized, and
4,655,500 shares issued and outstanding at March 31, 2001 and December 31, 2000,
respectively....................................................................................... -- --
Common Stock, $.0001 par value, 15,000,000 shares authorized 9,311,000 shares issued and
outstanding, at March 31, 2001 and December 31, 2000, respectively................................. 1 1
Additional paid-in capital--preferred.............................................................. 42,111 42,111
Additional paid-in capital--common................................................................. 502 502
Retained earnings (deficit)........................................................................ (51,340) (47,665)
Accumulated other comprehensive income (loss)...................................................... (3,844) (3,875)
-------- --------
Total Stockholders' (deficit) equity............................................................ (12,570) (8,926)
-------- --------
$185,889 $188,623
======== ========
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
-3-
Scovill Holdings Inc.
Consolidated Statements of Operations
(in thousands)
(Unaudited)
Three Months Ended March 31,
2001 2000
------- -------
Net sales................................................................................. $18,556 $22,860
Cost of sales............................................................................. 12,968 16,303
------- --------
Gross profit............................................................................ 5,588 6,557
Selling, general and administrative expenses.............................................. 2,981 4,030
Amortization expense...................................................................... 581 731
------- --------
Operating income.......................................................................... 2,026 1,796
Other expense............................................................................. 656 478
Interest expense.......................................................................... 4,976 4,591
------- --------
Income (loss) before income tax provision................................................. (3,606) (3,273)
Income tax provision (benefit)............................................................ 70 17
------- --------
Net income (loss)......................................................................... $(3,676) $(3,290)
======= ========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-4-
Scovill Holdings Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Three Months ended March 31,
2001 2000
------- ------
Cash Flows from Operating Activities:
Net (loss) available to common stockholders.......................................................... $(3,676) $(3,290)
Adjustments to reconcile net income (loss) available to common stockholders to net cash
provided by (used in) operating activities:
Depreciation and amortization....................................................................... 2,846 3,304
Amortization of deferred financing fees............................................................. 391 314
Changes in operating assets and liabilities:
Accounts receivable, net........................................................................... 2,525 (2,795)
Inventories........................................................................................ (551) 302
Other current assets............................................................................... (375) (356)
Accounts payable................................................................................... (200) 2,198
Accrued liabilities................................................................................ (1,244) 4,291
Other assets and liabilities....................................................................... 1,998 (827)
------- -------
Net cash provided by (used in) operating activities............................................... 1,714 3,141
------- -------
Cash Flows from Investing Activities:
Additions to property, plant and equipment.......................................................... (1,161) (706)
------- -------
Net cash used in investing activities............................................................. (1,161) (706)
------- -------
Cash Flows from Financing Activities:
Net (repayments) borrowings on line of credit....................................................... (124) (1,511)
Net (repayments) borrowings of long-term debt....................................................... (194) 73
------- -------
Net cash (used in) provided by financing activities............................................... (318) (1,438)
------- -------
Effect On Cash and Cash Equivalents of Changes in Foreign Currency Rates............................. 31 (26)
Net Increase (Decrease) in Cash and Cash Equivalents................................................. 266 971
Cash and Cash Equivalents Beginning of Period........................................................ 765 405
------- -------
Cash and Cash equivalents at End of Period........................................................... $ 1,031 $ 1,376
======= =======
Supplemental Disclosure of Cash Flow Information
Interest paid........................................................................................ $ 1,378 $ 1,140
======= =======
Income taxes paid.................................................................................... $ 18 $ 16
======= =======
The accompanying notes to consolidated financial statement are an integral part
of these statements.
-5-
SCOVILL HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(All amounts expressed in thousands, or as otherwise noted)
Note 1. Basis of Presentation and Business
The interim financial statements presented herein include the accounts of
Scovill Holdings Inc. ("Holdings") and its wholly owned subsidiaries including
Scovill Fasteners Inc. (together with Holdings, the "Company") as of March 31,
2001 and December 31, 2000 and for the three months ended March 31, 2001 and
2000.
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission ("SEC")
and include all adjustments, consisting only of normal recurring adjustments
which are, in the opinion of the Company, necessary for a fair presentation of
the results of the interim periods. The operating results for the three months
ended March 31, 2001 and 2000 are not necessarily indicative of the results that
would be obtained for the entire fiscal year or any other interim period.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted from these consolidated financial statements
pursuant to the applicable rules and regulations of the SEC. These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the annual report on Form 10-K for the
year ended December 31, 2000.
Note 2. New Accounting Standards
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS
133"). SFAS 133 requires companies to 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.
SFAS 133, as amended by Statement of Financial Accounting Standards No's 137 and
138, is effective for the Company's fiscal year 2001. The implementation of
SFAS 133 did not have a significant impact on the Company's financial condition
or results of operations.
Note 3. Comprehensive Income
Other comprehensive income (loss) for the three months ended March 31, 2001
and 2000 includes only foreign currency translation. The calculation of
comprehensive income is as follows:
March 31, 2001 March 31, 2000
-------------- --------------
Net (Loss) $(3,676) $(3,290)
Foreign Currency Translation Adjustments 31 (26)
------- -------
Comprehensive Income (Loss) $(3,645) $(3,316)
======= =======
-6-
Note 4. Inventories
Inventories consisted of the following at:
March 31, 2001 March 31, 2000
-------------- --------------
Raw materials $ 1,720 $ 1,632
Work in process 4,462 4,357
Attaching machine spare parts 7,652 7,899
Finished goods 5,950 5,345
------- -------
$19,784 $19,233
======= =======
Note 5. Business Segments
The Company's businesses are organized and internally reported as three
segments: Apparel, Industrial, and European operations. The European operations
include some of the same products as both apparel and industrial. However, the
European operations are managed separately and thus reported as a separate
segment. Sales are reported and classified based on the customers' location.
Business Segment Three months European Total
Information ended March 31, Apparel Industrial (1) Operations (2) Company
- -----------------------------------------------------------------------------------------------
Net Sales 2001 $10,948 $5,556 $2,052 $18,556
2000 $14,021 $7,102 $1,737 $22,860
Operating Income (3) 2001 $ 3,490 $1,753 $ 210 $ 5,453
2000 $ 3,913 $2,216 $ 342 $ 6,471
(1) Includes all Canadian operations.
(2) Represents Scovill-Europe operations.
(3) Operating Income (i) includes allocations of general and administrative
expenses based on sales and (ii) excludes depreciation, amortization and
management fees.
The following is a reconciliation of operating income from reportable
segments above to operating income on the financial statements:
Three Months Ended March 31,
2001 2000
------ ------
Operating income from reportable segments $5,453 $6,471
Less:
Depreciation 2,265 2,573
Amortization 581 731
Other Corporate Charges 581 1,371
------ ------
Total operating income $2,026 $1,796
====== ======
-7-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following "Safe Harbor Statement" is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such forward-looking statements are based on management's current
plans and expectations and are subject to a number of uncertainties that could
cause actual results to differ materially from those described in such
statements. Such uncertainties and risks include, but are not limited to: the
risks and uncertainties inherent in doing business abroad, the volatility of the
price of raw materials; increasing domestic and foreign competition;
increasingly complex and stringent environmental laws and regulations; the
highly leveraged nature of the Company, its substantial debt service
requirements and the substantial operating and financing restrictions on the
Company by the terms of its Credit facility, the Indenture governing its 11.25%
Senior Subordinated Notes and the other agreements governing the Company's
indebtedness; and general economic conditions. The preceding list of
uncertainties, however, is not intended to be exhaustive, and should be read in
conjunction with the Company's publicly filed reports.
Three Months Ended March 31, 2001 Compared with Three Months Ended March 31,
2000
Net Sales Net sales for the three months ended March 31, 2001 were $18.6
million compared to $22.9 million for the three months ended March 31, 2000, a
decrease of $4.3 million or 18.8%. The decrease is primarily due to lower
revenues in the Company's Apparel Group product lines, primarily Gripper, $1.8
million or 32.1% to $3.8 million from $5.6 million, and Duramark, $1.2 million
or 18.0% to $5.6 million from $6.8 million, reflecting the impact of the current
economic slowdown.
Gross Profit Gross profit of $5.6 million decreased by $1.0 million, or 14.7%
from the prior year level of $6.6 million. This decrease is primarily
attributable to the decrease in revenues discussed above, partially offset by
reduced overhead spending.
Selling, General and Administrative Expenses Selling, General and
Administrative ("SG&A") expenses decreased $1.0 million, or 26.0%, from $4.0
million to $3.0 million primarily due to consulting costs incurred in 2000
related to the implementation of the Company's profit improvement plan. SG&A
was 16.1% of sales for the three months ended March 31, 2001 compared to 17.6%
for the three months ended March 31, 2000.
Operating Income Operating income of $2.0 million increased by $0.3 million
over the prior year level of $1.8 million, primarily reflecting the above noted
improvements in SG&A.
Other (Income)/Expense Other expense for the three months ended March 31,
2001 was $0.7 million compared to $ 0.5 million for the three months ended March
31, 2000.
Interest Expense Interest expense increased by $0.4 million primarily as a
result of expense interest related to the Company's increased borrowings on the
Tranche B term loan in 2001 compared to 2000.
Net Income (Loss) The net loss increased to $3.7 million for the three months
ended March 31, 2001 compared to a net loss of $3.3 million for the three months
ended March 31, 2000, or an increase of $0.4 million attributable to the factors
discussed above.
-8-
Liquidity and Capital Resources
The Company has outstanding $100 million of 11.25% Senior Notes due 2007
(the "Notes") and a senior secured credit facility (the "Credit Facility"),
consisting of a $28.0 million term loan (the "Term Loan"), a $25.0 million
revolving credit facility (the "Revolving Credit Facility") and an additional
$10.0 million term loan funded by various lenders including the majority
shareholders of the Company (the "Tranche B Loan").
The agreement governing the Facility, as amended in November 1999, contains
certain restrictive covenants including requirements to maintain minimum ratios
including the fixed charge coverage ratio and the funded indebtedness to EBITDA
ration. The Indenture and the Credit Facility place significant restrictions on
the Company's ability to incur additional indebtedness, pay dividends or
repurchase stock or make other distributions, create liens, make certain
investments, sell assets, or enter into mergers or consolidations. The Tranche B
Loan of $10 million bears interest at 17.5%, and matures in November 2004, and
is subject to the requirements and conditions set forth in the amended Credit
Facility. The Tranche B Loan does not require cash interest or principal
payments until final maturity. The Company is in compliance with all of its
restrictive covenants as of March 31, 2001.
Historically, the Company has derived its cash from funds generated by
operations and from third-party financings including the Company's Revolving
Credit Facility. As of March 31, 2001 and December 31, 2000, $16.7 million and
$16.8 million were outstanding under the Revolving Credit Facility with $1.5
million of availability at March 31, 2001. The Company's liquidity requirements
consist primarily of scheduled payments of principal and interest on its
indebtedness, working capital needs and capital expenditures. The Company
believes that its operating cash flow, together with borrowings under the Credit
Facility, will be sufficient to meet its operating expenses and capital
requirements, and its debt service requirements over the next twelve months and
beyond. However, in the event the Company requires additional capital during
such period, it will be required to secure new capital sources or expand its
bank credit facility. In such event, there can be no assurances that additional
capital will be available on terms acceptable to the Company. The Credit
Facility also contains restrictive financial covenants that must be met on a
quarterly basis, and there can be no assurances that the Company will be able to
remain in compliance with these covenants in subsequent periods. In the event
that the Company failed to fulfill any of its obligations stipulated in the
Credit Facility certain events of default would arise which could cause, among
other remedies, virtually all of the Company's long term debt to become payable
upon demand or in the near term.
Scheduled debt repayments under the Credit Facility and the Notes are $3.0
million in 2001, $6.0 million in 2002, $31.1 million in 2003, $12.0 million in
2004 and $100.0 million (representing the Notes) thereafter. The Company's
scheduled payments of interest for the fiscal year 2001 consists of semi-annual
interest payments of the Senior Note which amounts to $5.6 million due during
the second and fourth quarters.
EBITDA
EBITDA is defined for purposes of this report as net income (loss) before
interest expense (including amortization of deferred financing costs), provision
(benefit) for income taxes, depreciation, amortization, non-recurring charges
and management fees.
The Company has included information concerning EBITDA in this report
because it is used by certain investors as a measure of a company's ability to
service its debt. EBITDA is not required or recognized as a measure of financial
performance under generally accepted accounting principles
-9-
("GAAP") in the U.S., and should not be considered an alternative to net income
determined in accordance with GAAP as an indicator of operating performance or
as an alternative to cash flow from operating activities determined in
accordance with GAAP as a measure of liquidity. The Company's use of EBITDA may
not be comparable to similarly titled measures used by other companies due to
their use of different financial statement components in calculating EBITDA.
EBITDA decreased $1.6 million, or 24.6%, from $6.5 million to $4.9 million
for the three months ended March 31, 2001 compared to the three months ended
March 31, 2000, primarily as a result of decreased sales of $4.3 million offset
by reductions in costs resulting from overhead cost reductions from 2000 to 2001
resulting from the profit improvement plan which the Company implemented in the
third and fourth quarters of 1999.
Cash Flows
Net cash provided by the Company's operating activities was $1.7 million
for the first three months of 2001 compared to net cash provided of $3.1 million
for the first three months of 2000, or a decrease of $1.4 million, primarily
reflecting higher net loss of $.3 million, lower depreciation and amortization
of $.4 million and net working capital changes of $.7 million partially offset
by lower manufacturing costs due to reduced overhead spending and lower SG&A
expenses due to the effects in 2000 of consulting costs incurred in relation to
the implementation of the Company's profit improvement plan. The Company's cash
used in investing activities during the first three months of 2001 was $1.2
million for capital expenditures. Net cash used by financing activities was $0.3
million, consisting primarily of repayment of the debt under the Company's
Credit Facility, and other debt in Europe.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
-10-
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and the Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
None
-11-
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.
Date: May 12, 2001 Scovill Holdings Inc.
Scovill Fasteners Inc.
Date: May 12, 2001 /s/ JOHN H CHAMPAGNE
---------------------
John H. Champagne,
President
Chief Executive Officer
Date: May 12, 2001 /s/ VINCENT H. CATRINI
----------------------
Vincent H. Catrini,
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
-12-