UNITED STATES 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 the quarterly period ended July 3, 1999 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: 01-19826 MOHAWK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 52-1604305 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Post Office Box 12069, 160 South Industrial Boulevard, Calhoun, Georgia 30703 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (706) 629-7721 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 --- The number of shares outstanding of the issuer's classes of capital stock as of August 6, 1999, the latest practicable date, is as follows: 60,614,156 shares of Common Stock, $.01 par value. MOHAWK INDUSTRIES, INC. INDEX Page No. -------- Part I. Financial Information: Item 1. Financial Statements Condensed Consolidated Balance Sheets - July 3, 1999 and December 31, 1998 3 Condensed Consolidated Statements of Earnings - Three months ended July 3, 1999 and June 27, 1998 5 Six months ended July 3, 1999 and June 27, 1998 6 Condensed Consolidated Statements of Cash Flows - Six months ended July 3, 1999 and June 27, 1998 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosure About Market Risks 13 Part II. Other Information 13 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (In thousands) (Unaudited) July 3, 1999 December 31, 1998 -------------- ------------------- Current assets: Cash $ - 2,384 Receivables 372,670 331,574 Inventories 528,555 423,837 Prepaid expenses 10,973 21,605 Deferred income taxes 52,304 52,304 ----------- ----------- Total current assets 964,502 831,704 ----------- ----------- Property, plant and equipment, at cost 1,070,245 883,942 Less accumulated depreciation and amortization 464,678 429,045 ----------- ----------- Net property, plant and equipment 605,567 454,897 ----------- ----------- Other assets 108,725 102,341 ----------- ----------- Total assets $ 1,678,794 1,388,942 =========== =========== See accompanying notes to condensed consolidated financial statements. 3 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED LIABILITIES AND STOCKHOLDERS' EQUITY (In thousands, except per share data) (Unaudited) July 3, 1999 December 31, 1998 -------------- ------------------- Current liabilities: Current portion of long-term debt $ 197,038 44,424 Accounts payable and accrued expenses 393,190 364,369 ----------- ----------- Total current liabilities 590,228 408,793 Deferred income taxes 31,025 31,045 Long-term debt 365,979 332,665 Other long-term liabilities 869 5,380 ----------- ----------- Total liabilities 988,101 777,883 ----------- ----------- Stockholders' equity: Preferred stock, $.01 par value; 60 shares authorized; no shares issued - - Common stock, $.01 par value; 150,000 shares authorized; 60,608 and 60,533 shares issued in 1999 and 1998, respectively 606 606 Additional paid-in capital 179,409 172,045 Retained earnings 510,678 438,408 ----------- ----------- Total stockholders' equity 690,693 611,059 ----------- ----------- Total liabilities and stockholders' equity $ 1,678,794 1,388,942 =========== =========== See accompanying notes to condensed consolidated financial statements. 4 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited) Three Months Ended ------------------------------ July 3,1999 June 27, 1998 ----------- ------------- Net sales $ 790,784 689,369 Cost of sales 588,532 511,436 ----------- ------------- Gross profit 202,252 177,933 Selling, general and administrative expenses 121,392 110,040 ----------- ------------- Operating income 80,860 67,893 ----------- ------------- Other expense: Interest expense 7,753 8,101 Other expense, net 226 875 ----------- ------------- 7,979 8,976 ----------- ------------- Earnings before income taxes 72,881 58,917 Income taxes 28,788 22,970 ----------- ------------- Net earnings $ 44,093 35,947 =========== ============= Basic earnings per share $ 0.73 0.60 =========== ============= Weighted-average common shares outstanding 60,593 60,377 =========== ============= Diluted earnings per share $ 0.72 0.59 =========== ============= Weighted-average common and dilutive potential common shares outstanding 61,257 61,174 =========== ============= See accompanying notes to condensed consolidated financial statements. 5 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited) Six Months Ended ------------------------------ July 3,1999 June 27, 1998 ----------- ------------- Net sales $ 1,499,417 1,278,890 Cost of sales 1,117,457 964,214 ----------- ------------- Gross profit 381,960 314,676 Selling, general and administrative expenses 245,489 208,504 ----------- ------------- Operating income 136,471 106,172 ----------- ------------- Other expense: Interest expense 15,605 16,091 Other expense, net 1,883 819 ----------- ------------- 17,488 16,910 ----------- ------------- Earnings before income taxes 118,983 89,262 Income taxes 46,998 36,180 ----------- ------------- Net earnings $ 71,985 53,082 =========== ============= Basic earnings per share $ 1.19 0.88 =========== ============= Weighted-average common shares outstanding 60,579 60,322 =========== ============= Diluted earnings per share $ 1.17 0.87 =========== ============= Weighted-average common and dilutive potential common shares outstanding 61,271 61,076 =========== ============= See accompanying notes to condensed consolidated financial statements. 6 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended -------------------------------- July 3, 1999 June 27, 1998 ------------ ------------- Cash flows from operating activities: Net earnings $ 71,985 53,082 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 51,253 39,659 Deferred taxes - 3,487 Provision for doubtful accounts 7,500 5,383 Loss on sale of property, plant and equipment 3,095 - Changes in operating assets and liabilities net of effects of acquisitions: Receivables (25,009) (43,268) Inventories (67,460) (40,892) Accounts payable and accrued expenses (10,272) 58,003 Other assets and prepaid expenses 13,143 9,640 Other liabilities (4,531) (867) ------------ ------------- Net cash provided by operating activities 39,704 84,227 ------------ ------------- Cash flows used in investing activities: Additions to property, plant and equipment, net (74,469) (38,411) Acquisitions (158,786) 25 ------------ ------------- Net cash used in investing activities (233,255) (38,386) ------------ ------------- Cash flows from financing activities: Net change in revolving line of credit 190,461 (51,919) Payments on term loans - (4,970) Redemption of acquisition indebtedness (20,917) - (Redemption)/Proceeds of IRBs and other, net of proceeds (7,987) 5,288 Change in outstanding checks in excess of cash 21,961 2,924 Common stock transactions 7,649 2,781 ------------ ------------- Net cash provided by (used in) financing activities 191,167 (45,896) ------------ ------------- Net change in cash (2,384) (55) Cash, beginning of period 2,384 200 ------------ ------------- Cash, end of period $ - 145 ============ ============= Net cash paid during the period for: Interest $ 18,698 15,765 ============ ============= Income taxes $ 54,255 25,663 ============ ============= See accompanying notes to condensed consolidated financial statements. 7 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands) (Unaudited) 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and 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. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's 1998 Annual Report filed on Form 10-K, as filed with the Securities and Exchange Commission, which includes consolidated financial statements for the fiscal year ended December 31, 1998. The Company's basic earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding, and diluted earnings per share are computed by dividing net earnings by the weighted-average common and dilutive potential common shares outstanding. Dilutive common stock options are included in the diluted earnings per share calculation using the treasury stock method. 2. Acquisitions On January 29, 1999, the Company acquired certain assets of Image Industries, Inc. ("Image") for approximately $193,000, including acquisition costs and the assumption of $30,000 of tax exempt debt. The Image acquisition has been accounted for under the purchase method of accounting and, accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The estimated fair values were $201,689 for assets acquired and $42,903 for the liabilities assumed. The operating results of Image are included in the Company's 1999 consolidated statement of earnings from the date of acquisition. The following unaudited pro forma information presents a summary of consolidated results of operations of the Company and Image as if the acquisition had occurred at the beginning of 1998. Six Months Ended ------------------------------ July 3, 1999 June 27,1998 ------------ ------------ Net sales $ 1,515,266 1,375,789 Net earnings $ 71,623 54,698 Basic earnings per share $ 1.18 0.91 Diluted earnings per share $ 1.17 0.90 On March 9, 1999, the Company acquired all the outstanding capital stock of Durkan Patterned Carpets, Inc. ("Durkan") for approximately 3,150 shares of the Company's common stock valued at $116,500 based on the closing stock price the day the letter of intent was executed. The Durkan acquisition has been accounted for using the pooling-of-interests method of accounting and, accordingly, the Company's historical consolidated financial statements have been restated to include the accounts and results of operations of Durkan. 8 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED (In thousands) (Unaudited) 3. Receivables Receivables are as follows: July 3, 1999 December 31, 1998 ------------- ----------------- Customers, trade $ 431,402 385,768 Other 2,897 3,687 ------------- ----------------- 434,299 389,455 Less allowance for discounts, returns, claims and doubtful accounts 61,629 57,881 ------------- ----------------- Net receivables $ 372,670 331,574 ============= ================= 4. Inventories The components of inventories are as follows: July 3, 1999 December 31, 1998 ------------- ----------------- Finished goods $ 269,581 219,776 Work in process 73,818 60,266 Raw materials 185,156 143,795 ------------- ----------------- Total inventories $ 528,555 423,837 ============= ================= 5. Other assets Other assets are as follows: July 3, 1999 December 31, 1998 ------------- ----------------- Goodwill, net of accumulated amortization of $11,709 and $10,363, respectively $ 96,685 85,972 Other assets 12,040 16,369 ------------- ----------------- Total other assets $ 108,725 102,341 ============= ================= 9 MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED (In thousands) (Unaudited) 6. Accounts payable and accrued expenses Accounts payable and accrued expenses are as follows: July 3, 1999 December 31, 1998 ------------ ----------------- Outstanding checks in excess of cash $ 48,855 26,894 Accounts payable, trade 177,950 158,929 Accrued expenses 121,026 126,702 Accrued compensation 45,359 51,844 ------------- ---------- Total accounts payable and accrued expenses $ 393,190 364,369 ============= ========== 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations On January 29, 1999, the Company acquired certain assets of Image Industries, Inc. ("Image") for approximately $193 million, including acquisition costs and the assumption of $30 million of tax exempt debt. The Image acquisition has been accounted for under the purchase method of accounting. On March 9, 1999, the Company acquired all of the outstanding capital stock of Durkan Patterned Carpets, Inc. ("Durkan") for approximately 3.1 million shares of the Company's common stock valued at $116.5 million based on the closing stock price the day the letter of intent was executed. The Durkan acquisition has been accounted for using the pooling of interests method of accounting and, accordingly, the Company's historical consolidated financial statements have been restated to include the accounts and results of operations of Durkan. These acquisitions have created opportunities to enhance Mohawk's operations by (i) broadening price points, (ii) increasing vertical integration efforts, (iii) expanding distribution capabilities and (iv) facilitating entry into niche businesses. Through the Company's restructuring efforts over the past three years, new information technology systems have been installed throughout all of the organization, most of which are Year 2000 compliant. In addition, the Company has concluded identification of all other significant information technology systems that are not Year 2000 compliant. The Company has completed its review of equipment and software with the respective vendors from whom the equipment and software was purchased to address any noncompliance issues. The Company has identified certain Year 2000 issues with respect to its business systems. The Company has formed a committee of employees familiar with its information technology systems to assess and prioritize the need to act, on the basis of each system's importance, to ensure that its business systems will be made Year 2000 compliant. The Company has also completed a review of all process control systems, both proprietary and non-proprietary. This review revealed that certain Year 2000 issues exist. Although the Company can provide no assurances, it estimates that it will cost no more than $250,000 of incremental costs to make its business systems Year 2000 compliant. These upgrades have been substantially completed, and the upgrades that are still in process are expected to be completed in the third quarter of 1999. Testing of these upgrades is underway and will be completed in the third quarter of 1999. The Company has completed the review of its top suppliers and customers to determine its progress in becoming Year 2000 compliant. The review indicated that all of its major suppliers and customers appear to be in the process of resolving any of their Year 2000 compliance issues and that they do not foresee any material problems. The Company continues to follow-up with all of its suppliers and customers to insure that all potential problems, including those of its individual plant locations and local suppliers, are managed correctly. If the Company cannot successfully and timely resolve its Year 2000 issues, its business, results of operations and financial condition could be materially adversely affected. The Company has not developed a contingency plan in the event of a Year 2000 problem, however, based upon the results of its internal review, the Company does not believe a contingency plan is necessary. The Company will, however, continue to evaluate the need for a contingency plan. Results of Operations Quarter Ended July 3, 1999 As Compared With Quarter Ended June 27, 1998 - ----------------------------------------------------------------------- Net sales for the quarter ended July 3, 1999 were $790.8 million, which represented an increase of 15% from the $689.4 million reported for the second quarter of 1998. The Company believes the second quarter 1999 net sales increase was attributable to internal growth and the impact of 1998 and 1999 acquisitions. Gross profit for the second quarter of the current year was $202.3 million (25.6% of net sales). In the second quarter of 1998 gross profit was $177.9 million (25.8% of net sales). Selling, general and administrative expenses for the current quarter were $121.4 million (15.4% of net sales) compared to $110 million (16% of net sales) for the prior year's second period. The decrease was primarily due to better leveraging of these expenses against a higher sales volume in 1999. Interest expense for the current period was $7.8 million compared to $8.1 million in the second quarter of 1998. The primary factor for the decrease was a decrease in the borrowing rate in the second quarter compared to the second quarter of 1998. In the current period, income tax expense was $28.8 million, or 39.5% of earnings before income taxes, compared to $23.0 million, or 39.0% of earnings before income taxes, in the second quarter of 1998. The lower income tax rate in 1998 is due to the impact of prior-year restatements related to the acquisitions of World Carpets, Inc. ("World") and Durkan. 11 Six Months Ended July 3, 1999 As Compared With Six Months Ended June 27, 1998 - ----------------------------------------------------------------------------- Net sales for the first six months ended July 3, 1999 were $1,499.4 million, which represented an increase of 17% from the $1,278.9 million reported for the first six months of 1998. This sales increase was attributable to favorable industry conditions and a gain in market share by the Company resulting from continued emphasis on supporting its dealers and strong acceptance of new products. Additionally, much of the sales increase can be attributed to responsive customer service, leadership in product quality and competitive pricing of products. Gross profit for the first six months of the current year was $382 million (25.5% of net sales). In the first six months of 1998, gross profit was $314.7 million (24.6% of net sales). Much of the increase in gross profit can be attributed to favorable product mix, improved productivity, lower material costs and better leveraging of expenses with higher sales volume. Many of these improvements are primarily attributable to restructuring improvements the Company has made since 1996. Selling, general and administrative expenses for the current period were $245.5 million (16.4% of net sales) compared to $208.5 million (16.3% of net sales) for the prior year's first six months. Interest expense for the current period was $15.6 million compared to $16.1 million in the prior year's first six months. The primary factor for the decrease was a decrease in the borrowing rate in the current period compared to the prior year's first six months. In the current period, income tax expense was $47 million, or 39.5% of earnings before income taxes, compared to $36.2 million, or 40.5% of earnings before income taxes, in the prior year's first six months. The higher income tax rate in 1998 is due to the impact of prior-year restatements related to the acquisitions of World and Durkan. Liquidity and Capital Resources The Company's primary capital requirements are for working capital, capital expenditures and acquisitions. The Company's capital needs are met through a combination of internally-generated funds, bank credit lines and credit terms from suppliers. The level of accounts receivable increased from $331.6 million at the beginning of 1999 to $372.7 million at July 3, 1999. The $41.1 million increase resulted primarily from seasonally higher sales volume in the second quarter as compared to December and the acquisition of Image. Inventories rose from $423.8 million at the beginning of 1999 to $528.6 million at July 3, 1999, due to requirements to meet seasonal customer demand and the acquisition of Image. Capital expenditures totaled $233.3 million in the first half of 1999 (including amounts paid for the Image acquisition) and were incurred primarily to modernize and expand manufacturing facilities and equipment. The Company's capital projects are primarily focused on increasing capacity, improving productivity and reducing costs. Capital spending for the remainder of 1999 is expected to range from $71 million to $81 million, the majority of which will be used to increase capacity and productivity. Impact of Inflation Inflation affects the Company's manufacturing costs and operating expenses. The carpet industry has experienced moderate inflation in the prices of certain raw materials and outside processing for the last three years. The Company has generally passed along nylon fiber cost increases to its customers. Seasonality The carpet business is seasonal, with the Company's second, third and fourth quarters typically producing higher net sales and operating income. By comparison, results for the first quarter tend to be the weakest. This seasonality is primarily attributable to consumer residential spending patterns and higher installation levels during the spring and summer months. 12 Forward-Looking Information Certain of the matters discussed in the preceding pages, particularly regarding anticipating future financial performance, business prospects, growth and operating strategies, proposed acquisitions, new products, Year 2000 compliance and similar matters, and those preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "estimates," or similar expressions constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended. For those statements, Mohawk claims the protection of the safe harbor for forward- looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. The following important factors, in addition to those discussed elsewhere in this document, affect the future results of Mohawk and could cause those results to differ materially from those expressed in the forward-looking statements: materially adverse changes in economic conditions generally in the carpet, rug and floorcovering markets served by Mohawk; failure of our vendors, customers and suppliers to timely identify and adequately address Year 2000 compliance issues; competition from other carpet, rug and floorcovering manufacturers, raw material prices, timing and level of capital expenditures, the successful integration of acquisitions including the challenges inherent in diverting Mohawk's management attention and resources from other strategic matters and from operational matters for an extended period of time, the successful introduction of new products, the successful rationalization of existing operations, and other risks identified from time to time in the Company's SEC reports and public announcements. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's market risk-sensitive instruments do not subject the Company to material market risk exposures. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is involved in routine litigation from time to time in the regular course of its business. Except as noted below, there are no material legal proceedings pending or known to be contemplated to which the Company is a party or to which any of its property is subject. In December 1995, the Company and four other carpet manufacturers were added as defendants in a purported class action lawsuit, In re Carpet Antitrust Litigation, pending in the United States District Court for the Northern District of Georgia, Rome Division. The amended complaint alleges price fixing regarding polypropylene products in violation of Section One of the Sherman Act. In September 1997, the Court determined that the plaintiffs met their burden of establishing the requirements for class certification and granted the plaintiffs' motion to certify the class. The Company is a party to two consolidated lawsuits captioned Gaehwiler v. Sunrise Carpet Industries, Inc. et. al. and Patco Enterprises, Inc. v. Sunrise Carpet Industries, Inc. et. al.; both of which were filed in the Superior Court of the State of California, City and County of San Francisco in 1996. Both complaints were brought on behalf of a purported class of indirect purchasers of carpet in the State of California and seek damages for alleged violations of California antitrust and unfair competition laws. The complaints filed do not specify any amount of damages but do request for any unlawful conduct to be enjoined and treble damages plus reimbursement for fees and costs. In October 1998, two plaintiffs, on behalf of an alleged class of purchasers of nylon carpet products, filed a complaint in the United States District Court for the Northern District of Georgia against the Company and two of its subsidiaries as well as a competitor and one of its subsidiaries. The complaint alleges that the Company acted in concert with other carpet manufacturers to restrain competition in the sale of certain nylon carpet products. The Company has filed an answer and denied the allegations in the complaint and set forth its defenses. In February 1999, a similar complaint was filed in the Superior Court of the State of California, City and County of San Francisco, on behalf of a purported class based on indirect purchases of nylon carpet in the State of California and alleges violations of California antitrust and unfair competition laws. The complaints described above do not specify any specific amount of damages but do request injunctive relief and treble damages plus reimbursement for fees and costs. The Company believes it has meritorious defenses and intends to vigorously defend against these actions. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. 13 Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders was held on May 20, 1999, at which time stockholders were asked to elect a class of directors to serve a three-year term beginning in 1999. Jeffrey S. Lorberbaum and Robert N. Pokelwaldt were elected as Class I directors of the Company for a term expiring in 2002. Mr.Lorberbaum was elected by stockholders owning 50,356,463 shares of common stock, with stockholders owning 87,693 shares withholding authority. With respect to Mr. Lorberbaum's election, there were no broker nonvotes. Mr. Pokelwaldt was elected by stockholders owning 50,425,204 shares of common stock, with stockholders owning 18,952 shares withholding authority. With respect to Mr.Pokelwaldt's election, there were no broker nonvotes. Messrs. Leo Benatar, Bruce C. Bruckmann, David L. Kolb, Alan S. Lorberbaum and Larry W. McCurdy continued their terms of office as directors. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits No. Description - --- ---------------------------- 11 Statement re: Computation of Per Share Earnings 27 Financial Data Schedule (b) Reports on Form 8-K None. 14 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. MOHAWK INDUSTRIES, INC. Dated: August 10, 1999 By: /s/ David L. Kolb ----------------- DAVID L. KOLB, Chairman of the Board and Chief Executive Officer (principal executive officer) Dated: August 10, 1999 By: /s/ John D. Swift ----------------- JOHN D. SWIFT, Chief Financial Officer, Vice President-Finance and Assistant Secretary (principal financial and accounting officer) 15 EXHIBIT INDEX No. Description - --- ----------------------------- 11 Statement re: Computation of Per Share Earnings 27 Financial Data Schedule 16