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 fiscal quarter ended March 31, 2000
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 0-25246
WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its
charter)
FLORIDA 63-1127982
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
160 VILLAGE STREET, BIRMINGHAM, ALABAMA
35242
(Address of principal executive
offices) (Zip Code)
(Registrant's telephone number, including Area
Code) (205) 408-7600
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 ______.
Indicate the number of shares outstanding of
each of the issuer's classes of common stock as
of the latest practicable date.
Class Shares Outstanding at March 31, 2000
$ .01 par value 828,103
WINSLOEW FURNITURE, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets....................................2
Consolidated Statements of Income..............................3
Consolidated Statements of Cash Flows..........................4
Notes to Consolidated Financial Statements...................5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................12
Item 4. Submission of Matters to a
Vote of Security Holders.................................... 13
Item 6. Exhibits and Reports on Form 8-K..............................13
Signatures ............................................................14
PART II. FINANCIAL INFORMATION
ITEM 1. Financial Statements
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands except share amounts)
March 31, December 31,
2000 1999
Assets:
Cash and cash equivalents $ 576 $ 710
Cash in escrow -- 1,000
Accounts receivable, less allowances for
doubtful accounts 39,831 25,706
Inventories 21,564 14,545
Refundable income taxes 758 6,908
Prepaid expenses and other current assets 6,196 4,846
Total current assets 68,925 53,715
Property, plant and equipment, net 23,722 16,462
Goodwill, net 251,060 231,377
Other assets 7,470 6,508
Total Assets 351,177 308,062
Liabilities and Stockholders' Equity:
Current portion of long-term debt $ 3,700 $ 3,700
Accounts payable 7,094 4,265
Accrued interest 2,902 5,560
Other accrued liabilities 14,154 13,469
Total current liabilities 27,850 26,994
Long-term debt, net of current portion 233,927 198,258
Deferred income taxes 1,099 1,099
Total liabilities 262,876 226,351
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per
share, none authorized and none issued
at March 31,2000 and 5,000,000 shares
authorized, none issued at
March 26, 1999 --- ---
Common stock, par value $.01 per share,
1,000,000 shares authorized at
March 31, 2000 and 20,000,000 shares
authorized at March 26,1999, 828,103
and 7,181,908 shares issued and
outstanding at March 31, 2000 and
March 26,1999 respectively 8 8
Additional paid-in capital 85,592 79,392
Retained earnings 2,701 2,311
Total stockholders' equity 88,301 81,711
Total liabilities and stockholders'
equity $ 351,177 $ 308,062
See accompanying notes.
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands) For the Quarters Ended
March 31, March 26,
2000 1999
Net sales $39,353 $32,910
Cost of sales 23,551 20,031
Gross profit 15,802 12,879
Selling, general and administrative expenses 6,873 5,725
Amortization 1,518 316
Operating income 7,411 6,838
Interest expense 6,537 123
Income before income taxes 874 6,715
Provision for income taxes 484 2,531
Net income $ 390 $4,184
See accompanying notes.
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Quarters Ended
March 31, March 26,
2000 1999
Cash flows from operating activities:
Net income $ 390 $ 4,184
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 2,137 692
Provision for losses on accounts receivable 98 377
Changes in operating assets and liabilities
net of effects from acquisitions and
dispositions:
Accounts receivable (9,952) (8,008)
Inventories (2,063) (720)
Prepaid expenses and other current assets (306) 747
Refundable income taxes 6,150 --
Other assets (12) 239
Accounts payable 1,167 221
Accrued interest (2,658) --
Other accrued liabilities (1,097) 686
Deferred income taxes -- 111
Total adjustments (6,536) (5,655)
Net cash provided by (used in)
operating activities (6,146) (1,471)
Cash flows from investing activities:
Capital expenditures, net of disposals (358) (112)
Investment in subsidiary (35,499) -
Net cash used in investing
activities (35,857) (112)
Cash flows from financing activities:
Net borrowings under revolving
credit agreements 15,669 5,257
Net borrowings under acquisition line 20,000 --
Proceeds from issuance of common
stock, net 7,100 --
Repurchase and cancellation of
stock (900) (3,186)
Net cash provided by financing activities 41,869 2,071
Net increase in cash and cash
equivalents (134) 488
Cash and cash equivalents at beginning of
year 710 475
Cash and cash equivalents at end of
period $ 576 $ 963
Supplemental disclosures:
Interest paid $8,829 $ 28
Income taxes paid $ -- $ 155
Investing activities during the quarter
included the acquisition of Wabash Valley.
Assets acquired, liabilities assumed and
consideration paid was as follows:
Fair value of assets acquired $38,957
Cash acquired (21)
Liabilities assumed (3,437)
$35,499
See accompanying notes.
WINSLOEW FURNITURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated
financial statements of WinsLoew Furniture,
Inc. and subsidiaries (the "Company" or
"WinsLoew") that are for interim periods do not
include all disclosures provided in the annual
consolidated financial statements. These
unaudited consolidated financial statements
should be read in conjunction with the annual
consolidated financial statements and notes
thereto contained in the Company's Annual
Report on Form 10-K for the year ended December
31, 1999, as filed with the Securities and
Exchange Commission.
All material intercompany balances and
transactions have been eliminated. The
preparation of the consolidated financial
statements requires the use of estimates in the
amounts reported.
In the opinion of the Company, the accompanying
unaudited consolidated financial statements
contain all adjustments (which are of a normal
recurring nature) necessary for a fair
presentation of the results for the interim
periods. The results of operations are
presented for the Company's first quarter,
which is from January 1 through March 31, 2000.
The results of operations for this period are
not necessarily indicative of the results to be
expected for the full year.
On August 27, 1999, Trivest Furniture
Corporation, an affiliate of Trivest, merged
with and into WinsLoew, and WinsLoew was the
surviving corporation. Trivest Furniture
Corporation was a newly formed Florida
corporation organized by an investor group led
by Trivest, including two private investment
partnerships affiliated with Trivest and
members of senior management, for the purpose
of acquiring WinsLoew. The cash merger
consideration, option cancellation payments and
related fees and expenses, which totaled
approximately $282.6 million, were provided by
the following sources: $78 million in equity
contributions; borrowings of $95.0 million of
term loans under our $155.0 million senior
credit facility; proceeds from the sale of
units consisting of the original notes and
warrants of approximately $102.5 million; and
available cash on hand of approximately $7.1
million. The acquisition resulted in goodwill
of approximately $198.1 million and was
accounted for under the purchase method of
accounting.
2. Inventories
Inventories consisted of the following:
(In thousands) March 31, December 31,
2000 1999
Raw materials $ 13,149 $ 11,502
Work in process 2,962 1,751
Finished goods 5,453 1,292
$21,564 $14,545
3. Long-term Debt
Proceeds from borrowings under the Company's
senior credit facility were used to acquire
Wabash Valley Manufacturing, Inc. ("Wabash").
Specifically $8.4 million was borrowed under
the Company's revolving credit line with an
additional $20 million borrowed under the
acquisition line of credit.
4. Capital Stock
At December 31, 1999, there were 780,000 shares
outstanding. Since December 31, 1999 and as of
March 31, 2000, the Company has acquired 9,000
shares for $0.9 million. In association with
the Wabash acquisition, an additional 57,103
shares were issued for $7.1 million. As of
March 31, 2000 there were 828,103 shares
outstanding.
5. Acquisitions
On March 31, 2000 the Company purchased all of
the stock of Wabash. The purchase price of
approximately $35.5 million was paid in cash
and financed with $7.1 million of equity
investment, borrowings of $20.0 million under
the acquisition loan and $8.4 million under the
revolving credit facility. The acquisition
resulted in goodwill of $21.9 million and was
accounted for under the purchase method of
accounting. The operating results of Wabash
have not been included in the consolidated
operating results; however, the statement of
financial position and statement of cash flows
reflect the acquisition.
On July 23, 1999, the Company acquired all of
the stock of Pompeii, a manufacturer of upper-
end aluminum casual furniture sold into the
contract and residential markets. The purchase
price of approximately $18.2 million, including
fees and expenses, was paid in cash and funded
with internally generated funds. The
acquisition resulted in goodwill of
approximately $14.0 million and was accounted
for under the purchase method of accounting.
The following unaudited pro forma information
has been prepared assuming that both the Wabash
Valley and Pompeii acquisitions, as well as the
going-private transaction occurred on January
1, 1999. Permitted pro forma adjustments
include only the effects of events directly
attributable to the transactions that are
factually supportable and expected to have a
continuing impact. The pro forma results are
not necessarily indicative of what actually
would have occurred if the transactions had
been in effect for the entire period presented.
(In thousands) March 31, March 26,
2000 1999
Net sales $ 45,088 $ 41,339
Income (loss) before taxes 753 (109)
Net income (loss) $ 315 $ (472)
6. Segment Information
The Company has three segments organized and
managed based on the products sold. The
Company evaluates performance and allocates
resources based on gross profit. There are no
intersegment sales/transfers. Export revenues
are not material.
Three Months Ended
March 31, March 26,
2000 1999
REVENUES:
Casual products $19,652 $13,634
Contract seating products 15,725 15,885
Ready to assemble products 3,976 3,391
Total revenues $39,353 $32,910
SEGMENT GROSS PROFIT:
Casual products $ 9,344 $ 6,467
Contract seating products 5,608 5,619
Ready to assemble products 850 793
Total segment gross profit 15,802 12,879
Reconciling items:
Selling, general and administrative expenses 6,873 5,725
Amortization 1,518 316
Operating Income 7,411 6,838
Interest expense-net 6,537 123
Income before income taxes $ 874 $ 6,715
SEGMENT ASSETS:
Casual products $122,766 $60,104
Contract seating products 23,487 22,808
Ready to assemble products 8,175 7,241
Total 154,428 90,153
Reconciling items:
Corporate 196,749 1,673
Total consolidated assets $351,177 $91,826
Management's Discussion and Analysis of Financial Condition
And Results of Operations
General
We design, manufacture and distribute three
principal product lines: casual furniture
designed for residential, commercial and
institutional use; seating products designed
for commercial and institutional use; and
ready-to-assemble furniture designed for
household use.
We market our casual furniture products,
consisting principally of medium to upper-end
casual indoor and outdoor furniture, under the
Winston, Texacraft, Tropic Craft and
Pompeii brand names. We currently manufacture
and sell over 25 separate style collections of
casual furniture products that include
traditional, European, and contemporary design
patterns. Within each style collection there
are multiple products including chairs, tables,
chaise lounges and accessory pieces such as
ottomans, cocktail tables, end tables, tea
carts and umbrellas constructed of extruded,
tubular and cast aluminum, steel, wrought iron,
wood and fiberglass.
Our seating products are marketed under the
Loewenstein brand name and include over 300
distinct models, ranging from contemporary to
traditional styles, of wood, metal and
upholstered chairs, reception area love seats,
sofas and stools.
We sell our ready-to-assemble products under
the Southern Wood Products brand name to mass
merchandisers and catalog wholesalers. Our
ready-to-assemble products include
promotionally priced traditional ready-to-
assemble "flatline" and "spindle" furniture and
a new line of fully assembled case goods
furniture products designed for household use.
Results of Operations
The following table sets forth net sales, gross
profit, and gross margin as a percent of net
sales for the respective periods for each of
the Company's product lines (in thousands,
except for percentages):
Three Months Ended
March 31, 2000 March 26, 1999
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
Casual furniture $19,652 $ 9,344 47.5% $13,634 $ 6,467 47.4%
Contract seating 15,725 5,608 35.7% 15,885 5,619 35.4%
RTA 3,976 850 21.4% 3,391 793 23.4%
Total $39,353 $15,802 40.2% $32,910 $12,879 39.1%
The following table sets forth certain
information relating to the Company's
operations expressed as a percentage of the
Company's net sales:
Three Months Ended
March 31, March 26,
2000 1999
Gross margin 40.2% 39.1%
Selling, general and administrative
expense 17.5% 17.4%
Amortization 3.9% 1.0%
Operating income 18.8% 20.7%
Interest expense, net 16.6% 0.4%
Income before income taxes 2.2% 20.3%
Net income 1.0% 12.7%
Comparison of First Quarters Ended March 31, 2000 and March 26, 1999
"Net Sales".
WinsLoew's consolidated net sales
for the first quarter of 2000, $39.4 million,
increased $6.4 million or 19.6 % from $32.9
million in the first quarter 1999.
Casual product line sales increased by 18.2%
from the first quarter of 1999 excluding the
effect of the Pompeii acquisition. When
including the acquisition of Pompeii, casual
sales increased 44.1% during the first quarter
of 2000 when compared to the first quarter of
1999. Management believes that due to its high
quality and innovative designs, existing retail
customers have continued to allocate more floor
space, requiring larger inventories of the
Company's casual aluminum furniture. Sales in
the contract seating product line for the first
quarter were relatively flat when compared to
the same period in 1999, decreasing 1.0%. This
flat performance in seating reflects the
general softness in the contract market. The
RTA product line experienced strong sales
growth of 17.3% over 1999 due to increased
demand as the Company broadened its product
offering to include additional flat-line
products and case goods which allowed the
Company to enter new markets.
"Gross Margin".
Consolidated gross margin was
40.2% in the first quarter of 2000, compared to
39.1% in the first quarter of 1999. Gross
margins in the casual product line increased to
47.5 % in the first quarter of 2000 from 47.4%
during the first quarter of 1999, due to
increased demand and improved operating
efficiencies. The gross margin for contract
seating improved to 35.7% in the first quarter
of 2000, compared to 35.4% in the first quarter
of 1999, due to favorable raw material pricing,
improved operating efficiencies and cost
containment measures. Gross margins in the RTA
product line decreased from 23.4% in the first
quarter of 1999 to 21.4% during the first
quarter of 2000 primarily due to product mix.
"Selling, General and Administrative Expenses".
Selling, general and administrative expenses
increased $1.1 million in the first quarter of
2000, compared to the first quarter of 1999.
This increase is due to commission expense and
increases in sales promotion expense.
"Amortization".
Amortization expense increased
$1.2 million in the first quarter of 2000,
compared to the first quarter of 1999, due to
amortization associated with the Pompeii
acquisition and the going-private transaction.
"Operating Income".
As a result of the above,
operating income increased by $.6 million, to
$7.4 million (18.8% of net sales) in the first
quarter of 2000, compared to $6.8 million
(20.8% of net sales) in the first quarter of
1999.
"Interest Expense".
Interest expense increased by
$6.4 million in the first quarter of 2000,
compared to the first quarter of 1999.
Excluding the effect of the Wabash acquisition,
the Company has increased its debt by $195.4
million from the first quarter of 1999 as a
result of the going-private transaction.
"Provision for Income Taxes".
The Company"s effective tax rate from continuing operations
for the first quarter of 2000 was 55.4%
compared to 37.7% for the first quarter of
1999. The effective tax rate is greater than
the federal statutory rate due primarily to the
effect of state income taxes and non-deductible
goodwill amortization.
Seasonality and Quarterly Information
The furniture industry is cyclical and
sensitive to changes in general economic
conditions, consumer confidence, discretionary
income, and interest rate levels and credit
availability.
Sales of casual products are typically higher
in the second and fourth quarters of each year,
primarily as a result of: (1) high retail
demand for casual furniture in the second
quarter, preceding the summer months, and (2)
the impact of special sales programs on fourth
quarter sales. The Company's casual product
sales will also be affected by weather
conditions during the peak retail-selling
season with a resulting impact on consumer
purchases of outdoor furniture products.
The results of operations for any interim
quarter are not necessarily indicative of
results for a full year.
Liquidity and Capital Resources
The Company"s short-term cash needs are
primarily for debt service and working capital,
including accounts receivable and inventory
requirements. The Company has historically
financed its short-term liquidity needs with
internally generated funds and revolving line
of credit borrowings. The company actively
monitors its cash balances and applies
available funds to reduce borrowings under its
long-term revolving line of credit. At March
31, 2000, the Company had $41.1 million of
working capital and $17.5 million of unused
and available funds under its revolving credit
facility.
"Cash Flows from Operating Activities". Cash used
in operating activities was $6.1 million and
$1.5 million for the first three months of 2000
and 1999 respectively. The increase in cash
used by operations in the first three months of
2000 compared to 1999 was primarily due to the
Company going-private resulting in increased
interest payments of approximately $8.8 million
when compared to the first quarter of 1999. The
impact of this use of cash was partially offset
by receipt of a $6.2 million refund of income
tax.
"Cash Flows from Investing Activities".Cash
used in investing activities was $35.9 million
and $0.1 million for the first three months of
2000 and 1999 respectively. Cash invested
during the first quarter of 2000 was primarily
to acquire Wabash.
"Cash Flows From Financing Activities". Net cash
provided by financing activities during the
first quarter of 2000 was $41.9 million
compared to $2.1 million in the first three
months of 1999. A total of $35.5 million of the
cash provided was for the Wabash acquisition.
Cash was also provided by the Company's
revolving credit facility to repurchase shares
of the Company's stock and provide for seasonal
working capital requirements.
Foreign Exchange Forward Contracts
WinsLoew purchases some raw materials from
several Italian suppliers. These purchases
expose the Company to the effects of
fluctuations in the value of the U.S. dollar
versus the Italian lira. If the U.S. dollar
declines in value versus the Italian lira, the
Company will pay more in U.S. dollars for these
purchases. To reduce its exposure to loss from
such potential foreign exchange fluctuations,
the Company will occasionally enter into
foreign exchange forward contracts. These
contracts allow the Company to buy Italian lira
at a predetermined exchange rate and thereby
transfer the risk of subsequent exchange rate
fluctuations to a third party. However, if the
Company is unable to continue such forward
contract activities and the Company's
inventories increase in connection with
expanding sales activities, a weakening of the
U.S. dollar against the Italian lira could
result in reduced gross margins. The Company
did not enter into and did not have outstanding
any foreign currency forward contracts during
the first quarter of 1999. The Company elected
to hedge a portion of its exposure to purchases
made in 2000 by entering into foreign currency
forward contracts with a value of $3.2 million,
of which $2.4 million were outstanding and
unsettled at March 31, 2000. The Company did
not incur significant gains or losses during
the first quarter as a result of these foreign
currency transactions. The Company's hedging
activities relate solely to its component
purchases in Italy; the Company does not
speculate in foreign currency.
Year 2000
WinsLoew is now Year 2000 compliant and there
were no adverse events that occurred and no
contingency plans were required to be
implemented relating to the year 2000 problem
during the first quarter 2000. We do not
anticipate any future exposure related to the
year 2000 issue.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we are subject to legal
proceedings and other claims arising in the
ordinary course of our business. We maintain
insurance coverage against potential claims in
an amount that we believe to be adequate. Based
primarily on discussions with counsel and
management familiar with the underlying
disputes and except as described below, we
believe that we are not presently a party to
any litigation, the outcome of which would have
a material adverse effect on our business,
financial condition, results of operations or
future prospects.
As reported in Part I item III of the Company's
Annual Report on from 10-K for the fiscal year
ended December 31, 1999, and incorporated
herein by reference, the Company and former
members of its board of directors have been
named as defendants in a lawsuit filed on March
25,1999 in the Circuit Court of Jefferson
County, Alabama, styled Craig Smith v. WinsLoew
Furniture, Inc. et al. On June 14, 1999, the
Company and its directors filed a motion to
dismiss the lawsuit or, in the alternative, to
grant summary judgment in our favor. After a
hearing held on November 11, 1999, the court
granted our motion to dismiss but gave the
plaintiff 30 days' leave to file an amended
complaint.
The plaintiff filed an amended complaint on
December 15, 1999 and another motion to dismiss
was filed on behalf of all defendants on
February 28, 2000. A hearing on the motion to
dismiss was set for April 11, 2000. The court
subsequently denied the Company's motion to
dismiss and a status conference has been
scheduled for November 28, 2000.
We believe that the claims set forth in the
lawsuit are without merit and we intend to
vigorously defend this
lawsuit.
Item 4. Submission of Matters to a Vote of
Security Holders
(a) None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Stock Purchase Agreement by and
among Doug Curtis,et al., the
Stockholders of Wabash Valley Manufacturing,
Inc. and Wabash Manufacturing, Inc. dated
as of March 31, 2000 (2.1)*
10.2 Employment Agreement between Jerry
Shilling and
Wabash Valley Manufacturing, Inc. (2.2)*
10.3 Employment Agreement between
Michael Shilling and
Wabash Valley Manufacturing, Inc. (2.3)*
10.4 Subscription and Shareholder
Agreement between Michael
Shilling and WinsLoew Furniture,
Inc. (2.4)*
10.5 Subscription and Shareholder
Agreement Between Jerry
Shilling and WinsLoew Furniture, Inc. (2.5)*
27 Financial Data Schedule
* Incorporated by reference to the exhibits
shown in parenthesis, and filed with the
Registrant's registration statement on form 8-K
dated April 10, 2000.
(b) Reports on Form 8-K
During the quarter for which this Quarterly
Report on Form 10-Q is filed, the Registrant
filed a current report on Form 8-K, dated April
10, 2000
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.
WINSLOEW FURNITURE,INC
By:/s/ Bobby Tesney
April 28, 2000 Bobby Tesney
President and Chief Executive Officer
April 28, 2000 By:/s/ Vincent A.Tortorici, Jr.
Vincent A. Tortorici, Jr.
Chief Financial Officer