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 June 27, 1997
--------------------
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 (I.R.S. Employer Identivication No.)
incorporation or organization)
201 CAHABA VALLEY PARKWAY, PELHAM, ALABAMA 35124
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including Area Code) (205) 403-0206
--------------
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 July 21, 1997
--------------- --------------------------------------
$ .01 par value 7,511,808
1
WINSLOEW FURNITURE, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets ............................... 3
Consolidated Statements of Income ......................... 4
Consolidated Statements of Cash Flows ..................... 5
Notes to Consolidated Financial Statements ................ 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 8-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................... 13
Item 4. Submission of Matters to a Vote of Security Holders ....... 13
Item 6. Exhibits and Reports on Form 8-K .......................... 13
Signatures ........................................................ 14
2
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
June 27, December 31,
1997 1996
--------- ------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 968 $ 897
Accounts Receivable, less
allowance for doubtful accounts 25,264 27,203
Inventories 19,086 20,714
Prepaid expenses and deferred
income taxes 4,082 3,893
-------- --------
Total current assets 49,400 52,707
Property, plant and equipment, net 17,146 17,725
Goodwill, net 29,376 29,826
Other assets 1,028 1,150
-------- --------
Total Assets $ 96,950 $101,408
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
Current portion of long-term debt $ 1,444 $ 1,957
Accounts payable 7,059 4,640
Other accrued liabilities 9,662 5,958
-------- --------
Total current liabilities 18,165 12,555
Long-term debt, net of
current portion 23,597 38,776
Deferred income taxes 1,762 1,677
-------- --------
Total liabilities 43,524 53,008
-------- --------
Stockholders' equity:
Preferred stock, par value $.01
per share, 5,000,000 shares
authorized, none issued -- --
Common stock, par value $.01
per share, 20,000,000 shares
authorized, 7,446,483 and
7,481,783 shares issued and
outstanding at March 28, 1997
and December 31, 1996
respectively 75 75
Additional paid-in capital 24,247 24,543
Retained Earnings 29,104 23,782
-------- --------
Total stockholders' equity 53,426 48,400
-------- --------
Total liabilities and stockholders
equity $ 96,950 $101,408
======== ========
See accompanying notes
3
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands except per share amounts)
Second Quarter Ended Six Months Ended
-------------------- -------------------
June 27, June 28, June 27, June 28,
1997 1996 1996 1997
-------- --------- -------- --------
Net sales $44,179 $43,914 $73,655 $74,871
Cost of sales 28,187 28,254 48,970 50,791
-------- --------- -------- --------
Gross profit 15,992 15,660 24,685 24,080
Selling, general and
administrative 7,748 8,650 13,932 15,189
Amortization 297 497 595 1,046
-------- --------- -------- --------
Operating Income 7,947 6,513 10,158 7,845
Interest expense 645 647 1,502 1,834
-------- -------- -------- --------
Income before
income taxes 7,302 5,866 8,656 6,011
Provision for income
taxes 2,798 2,248 3,334 2,303
-------- -------- -------- --------
Net income $ 4,504 $ 3,618 $ 5,322 $ 3,708
======== ======== ======== ========
Net income per share $0.60 $0.40 $0.71 $0.41
======== ======== ======== ========
Weighted average number of
shares 7,502 8,967 7,498 8,967
======== ======== ======== ========
See accompanying notes.
4
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended
------------------------
June 27, June 28,
1997 1996
--------- ---------
Cash provided by (used in):
Operating activities:
Net income $5,322 $3,708
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 1,618 2,060
Changes in operating assets and liabilities,
net effects from acquisitions:
Accounts receivable 1,939 4,032
Inventories 1,628 (1,054)
Prepaid expenses and deferred
income taxes (189) 493
Other assets (23) (12)
Accounts payable 2,419 2,231
Other accrued liabilities 3,704 3,208
Deferred income taxes 85 --
------- -------
Total adjustments 11,181 10,958
------- -------
Net cash provided by operating
activities 16,503 14,666
------- -------
Investing activities:
Capital expenditures, net of disposals
and reserves (444) (443)
------- -------
Net cash (used in) investing
activities (444) (443)
------- -------
Financing activities:
Net borrowings under revolving
credit agreements (14,809) (12,060)
Payments on long-term debt (883) (1,690)
Repurchase and cancellation of stock (489) --
Proceeds from issuance of common stock, net 193 --
------- -------
Net cash provided by
financing activities 15,988 (13,750)
======= =======
Net increase in cash and cash equivalents 71 473
Cash and cash equivalents at beginning
of year 897 396
------- -------
Cash and cash equivalents at end of period $968 $869
======= =======
Supplemental disclosures:
Interest paid $ 775 $1,954
Income taxes paid $1,573 $ 353
======= =======
See accompanying notes.
5
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"), which
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,
1996 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 second quarter which is from March 29 through June 27, 1997
and for the six month period which is from January 1 through June 27,
1997. The results of operations for these two periods are not
necessarily indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories consisted of the following:
(In thousands)
June 27, December 31,
1997 1996
------------- ------------
Raw materials $10,915 $ 9,639
Work in process 2,067 3,685
Finished goods 6,104 7,390
------------- ------------
$19,086 $20,714
============= ============
3. LONG-TERM DEBT
In June 1996, WinsLoew amended its senior credit facility to provide the
Company with a variable amount available under the revolving line of
credit. The amendment reduces the amount available under its revolving
credit line to $20 million effective July 1 each year through December
31. The Company may, at its option, elect to increase the revolving
credit line at January 1 to a maximum of $40 million. For the period
January 1, 1997 through June 30, 1997, the Company's maximum revolver is
$39 million.
6
4. CAPITAL STOCK
In January 1995, WinsLoew's Board of Directors approved a plan to
acquire up to 1,000,000 shares of common stock. In June 1996,
WinsLoew's Board of Directors approved a plan to acquire up to an
additional 1,000,000 shares of the common stock. To date, the Company
has acquired 1,200,948 shares for $7,861,000. During the first quarter
of 1997, the Company repurchased 50,000 shares for $489,000. The
purchases have been funded from the Company's credit facility (see Note
3 above).
5. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted
on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock options will be
excluded. The impact is not expected to result in any change in primary
earnings per share as reported for the second quarters and six months
ended June 27, 1997 and June 28, 1996.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
WinsLoew is engaged in the design, manufacture and distribution of
casual furniture, contract seating and ready-to-assemble ("RTA")
furniture. WinsLoew's casual furniture products are distributed through
independent manufacturer's representatives, and are constructed of
extruded and tubular aluminum, wrought iron and cast aluminum. These
products are distributed through fine patio stores, department stores
and full line furniture stores nationwide. WinsLoew's contract seating
products are distributed to a broad customer base which includes
architectural design firms, restaurants and lodging chains. WinsLoew's
RTA products include ergonomically-designed computer workstations, which
the Company denotes as "space savers", promotionally-priced coffee and
end tables, wall units and rolling carts. WinsLoew also manufactures
and distributes an extensive line of futons, frames and related
accessories. Distribution of these products is primarily through mass
merchandisers, catalogue wholesalers and specialty retailers.
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
-----------------------------------------------------
June 27, 1997 June 28, 1996
------------------------ -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------------------------- -------------------------
Casual furniture $22,404 $ 9,878 44.1% $22,246 $ 9,742 43.8%
Contract seating 15,120 4,633 30.6% 12,293 3,852 31.3%
RTA furniture 6,655 1,481 22.3% 9,375 2,066 22.0%
------- ------ ------- ------
Total $44,179 $15,992 36.2% $43,914 $15,660 35.7%
======= ====== ======= ======
Six Months Ended
-----------------------------------------------------
June 27, 1997 June 28, 1996
------------------------ -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------------------------- -------------------------
Casual furniture $31,858 $13,496 42.4% $31,572 $12,864 40.7%
Contract seating 28,802 8,368 29.1% 23,988 6,986 29.1%
RTA furniture 12,995 2,821 21.7% 19,311 4,230 21.9%
------- ------ ------- ------
Total $73,655 $24,685 33.5% $74,871 $24,080 32.2%
======= ====== ======= ======
8
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 Six Months Ended
-------------------- --------------------
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
--------- -------- --------- --------
Gross margin 36.2% 35.7% 33.5% 32.2%
Selling, general and
administrative expense 17.5% 19.7% 18.9% 20.3%
Amortization 0.7% 1.1% 0.8% 1.4%
Operating income 18.0% 14.8% 13.8% 10.5%
Interest expense, net 1.5% 1.5% 2.0% 2.4%
Income before income taxes 16.5% 13.3% 11.8% 8.0%
Net income 10.2% 8.2% 7.2% 5.0%
COMPARISON OF SECOND QUARTERS ENDED JUNE 27, 1997 AND JUNE 28, 1996
Net Sales: WinsLoew's consolidated net sales for the second quarter
of 1997 increased $265,000 or 0.6%, to $44.2 million from $43.9 million
in the second quarter of 1996. Two of the Company's three product lines
experienced sales increases. The Contract Seating product line
experienced a sales increase of 23.0% as the lodging industry increased
demand. Sales of casual products increased 0.7% in the second quarter
of 1997 compared to the record level of sales in the second quarter of
1996. Sales during the 1997 second quarter were negatively impacted by
the wet weather experienced in key selling areas (Northeast, Midwest).
The Company believes that due to its high quality and innovative
designs, existing retail customers have allocated more floor space, and
are therefore requiring larger inventories of the Company's casual
aluminum furniture. RTA product line sales decreased by 29.0% in the
second quarter of 1997 when compared to the second quarter of 1996. In
the second quarter of 1997, RTA sales were impacted by mass merchant
customers purchasing fewer products and the continued consolidation of
specialty futon stores.
Gross Margin: Consolidated gross margin increased to 36.2% in the
second quarter of 1997, compared to 35.7% in the second quarter of 1996.
Each of the Company's product lines experienced increases in gross
margin, except for Contract Seating. The RTA product line gross margin
improved by 0.3 percentage points, in spite of reduced sales, due to
changes in the product mix and the reduction of manufacturing overhead,
labor, and material costs. These factors have allowed the Company to
improve margins at a lower level of sales. The Casual product line also
had improved gross margins in the second quarter of 1997, due to
improved operating efficiencies and lower raw material costs. The
Contract Seating product line had a decline in gross margin of 0.7
percentage points due to capacity constraints at the upholstered seating
facility. The Company has reconfigured the facility to improve
efficiencies and is reviewing ways to further increase capacity.
However, due to volume, gross margin dollars increased by $781,000.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased $0.9 million from the second quarter
of 1996 due to reduction in bad debt provision and decreases in selling,
general and administrative expenses as a result of cost reduction
programs.
Operating Income: As a result of the above, operating income
increased by $1.4 million, to $7.9 million (18.0% of net sales) in the
second quarter of 1997 compared to $6.5 million (14.8% of net sales) in
the second quarter of 1996.
9
Interest Expense: The Company's interest expense decreased $2,000 in
the second quarter of 1997.
Provision for Income Taxes: The Company's 1997 effective tax rate
for the 1997 and 1996 second quarter of 38.3% is greater than the
federal statutory rate due to the effect of state income taxes and non-
deductible goodwill amortization
COMPARISON OF SIX MONTHS ENDED JUNE 27, 1997 AND JUNE 28, 1996
Net Sales: WinsLoew's consolidated net sales for the first six
months of 1997 decreased $1.2 million or 1.6%, to $73.7 million from
$74.9 million in the first six months of 1996. Two of the Company's
three product lines experienced sales increases. The Contract Seating
product line experienced a sales increase of 20.1% as the lodging
industry increased demand. The Casual product line increased sales by
0.9%. The Company believes that due to its high quality and innovative
designs, existing retail customers have allocated more floor space, and
are therefore requiring larger inventories of the Company's casual
aluminum furniture. RTA product line sales decreased by 32.7%. In 1997,
several of the Company's larger mass merchant customers purchased fewer
products. The continued consolidation of specialty futon stores also
impacted sales of the RTA product line.
Gross Margin: Consolidated gross margin increased to 33.5% in the
first six months of 1997, compared to 32.2% in the first six months of
1996. Contract Seating product's gross margin was unchanged. The
Casual product line had improved gross margins in the first six months
of 1997, due to greater operating efficiencies from increased sales
volumes and favorable raw material costs. The RTA product line gross
margin declined by 0.2 percentage points. The Company has reduced
manufacturing overhead, labor and material costs in the RTA product line
to offset the decline in sales volume. These factors have allowed the
Company to minimize the impact on margins at a lower level of sales.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased from the first six months of 1996 by
$1.3 million for the first six months of 1997 primarily due to a
decreased allowance for doubtful accounts.
Operating Income: As a result of the above, operating income
increased by $2.4 million to $10.2 million (13.8% of net sales) in the
first six months of 1997 as compared to $7.8 million (10.5% of net
sales) in the first six months of 1996.
Interest Expense: The Company's interest expense decreased $332,000
in the first six months of 1997 compared to the same period in 1996. As
of June 27, 1997, the Company had reduced its debt by $15.7 million
since December 31, 1996, and by $3.2 million since June 28, 1996.
Provision for Income Taxes: The Company's 1997 effective tax rate of
38.5% is greater than the federal statutory rate due to the effect of
state income taxes and non-deductible goodwill amortization. For the
first six months of 1996, the effective tax rate was 38.3% which is
greater than the federal statutory rate due to the effect of state
income taxes and non-deductible goodwill amortization.
10
SEASONALITY AND QUARTERLY INFORMATION
The furniture industry is cyclical and sensitive to changes in general
economic conditions, consumer confidence, discretionary income, 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 WinsLoew's short-term cash needs are primarily for working capital
to support its debt service, accounts receivable and inventory
requirements. The Company has historically financed its short-term
liquidity needs with internally generated funds and revolving credit
facility borrowings. The Company actively monitors its cash balances
and applies available funds to reduce borrowings under its long-term
revolving line of credit. At June 27, 1997, the Company had $31.2
million of working capital and $21.9 million of unused and available
funds under its credit facilities ($12.8 million of unused and available
funds on July 1, 1997 after giving effect to the June 1996 amendment
described below). Even though the Company has repurchased stock at a
total cost of $13.8 million since June 28, 1996, the Company has reduced
its outstanding indebtedness by $3.2 million since that date.
In June 1996, WinsLoew amended its senior credit facility to provide the
Company with a variable amount available under the revolving line of
credit (see Note 3 to the Consolidated Financial Statements). Due to
the seasonal nature of the Casual furniture product line, the Company's
cash requirements are usually greater in the first quarter of each year.
The June 1996 amendment allows the amount available to fluctuate with
the seasonal nature of the Company's business. After the first quarter
of each year, the Company's cash requirements from its credit line are
less. By the use of a variable amount of credit availability, the
Company can avoid the significant cost of paying for an available but
unused line of credit.
In July 1996, WinsLoew amended its senior credit facility to allow the
Company to borrow under its acquisition line of credit to purchase
shares of the Company's common stock (see Note 4 to the Consolidated
Financial Statements). As of June 27, 1997 there was $2.1 million
available for such repurchases.
Cash Flows From Operating Activities: For the first six months of
1997, cash provided by operating activities was $16.5 million, compared
to cash provided of $14.7 million in the first six months of 1996.
During the first four months of each year, accounts receivable in the
Casual Furniture division normally increase due to extended payment
terms offered to customers. During the second quarter, the Company
receives payment on these accounts receivable. Also, the improvement in
cash provided by operations in the first six months of 1997 compared to
1996 benefited from the overall improvement in profits.
11
Cash Flows From Investing Activities: WinsLoew's net cash used in
investing activities was $444,000 during the first six months of 1997
compared to $443,000 in 1996.
Cash Flows From Financing Activities: Net cash used in financing
activities was $16.0 million in the first six months of 1997 compared to
$13.8 million in the first six months of 1996. In the first six months
of 1997, increased cash flows from the overall improvement in profits
and volume, primarily in the Casual and Contract Seating product lines,
were used to reduce the Company's debt. The Company retired 50,000
shares at a cost of $489,000 (see Note 4 to the Consolidated Financial
Statements).
At June 28, 1996, the Company has no material commitments for capital
expenditures.
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 elected to hedge a portion of its exposure to
purchases made in 1997 by entering into foreign currency forward
contracts in March 1997 with a value of $1.1 million, maturing at
approximately $120,000 per month. The Company did not incur significant
gains or losses from these foreign currency transactions.
12
Part II. Other Information
Item 1. Legal Proceedings
The Company is, from time to time, involved in routine litigation. No
such routine litigation in which the Company is presently involved is
material to its financial position, results of operations, or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Registrant held its Annual Meeting of Shareholders
on June 11, 1997
(b) Not applicable
(c) (1) The matters voted on at the Annual Meeting
of Shareholders was Class III directors and the
tabulation of votes on such matters are as follows
Broker
Name For Withheld Non-Votes
------------------------------------------------------
Peter C. Brockway 6,879,938 21,930 0
Henry C. Cheek 6,879,938 21,930 0
M. Miller Gorrie 6,879,938 21,930 0
(2) Adoption of the 1997 Stock Option Plan
Broker
For Against Abstentions Non-Votes
-----------------------------------------------------
6,159,229 550,608 129,774 62,257
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
for which this Quarterly Report on Form 10-Q is being
filed.
13
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.
/s/ Bobby Tesney
----------------
July 23, 1997 BOBBY TESNEY
President and
Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
-----------------------------
July 23, 1997 VINCENT A. TORTORICI, Jr.
Chief Financial Officer
14
E X H I B I T
11
WinsLoew Furniture, Inc.
June 27, 1997
Exhibit 11 - Computation of Earnings per Share
(In thousands, except per share amount)
Year to Date
Quarters ended period ended
------------------ ------------------
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
-------- -------- -------- --------
PRIMARY
Average shares outstanding 7,456 8,967 7,449 8,967
Net effect of dilutive stock
options based on the treasury
stock method of using the
average market price for the
quarter 46 -- 49 --
-------- -------- -------- --------
Total 7,502 8,967 7,498 8,967
======== ======== ======== ========
Net Income $4,504 $3,618 $5,322 $3,708
======== ======== ======== ========
Net Income per share $0.60 $0.40 $0.71 $0.41
======== ======== ======== ========
FULLY DILUTED
Average shares outstanding 7,456 8,967 7,449 8,967
Net effect of dilutive stock
options based on the treasury
stock method using teh higher
of the quarter end market price
or average market price for the
quarter 63 -- 65 --
-------- -------- -------- --------
Total 7,519 8,967 7,514 8,967
======== ======== ======== ========
Net Income $4,504 $3,618 $5,322 $3,708
======== ======== ======== ========
Net Income per share $0.60 $0.40 $0.71 $0.41
======== ======== ======== ========