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 25, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-25246
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WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 63-1127982
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 VILLAGE STREET, BIRMINGHAM, ALABAMA 35242
- -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(205) 408-7600
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(Registrant's telephone number, including Area Code)
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 15, 1999
- --------------- -----------------------------------
$ .01 par value 7,181,908
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 ......................... 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .............................. 9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................. 14
Item 4. Submission of Matters to a Vote of Security Holders ........... 14
Item 6. Exhibits and Reports on Form 8-K .............................. 14
Signatures ............................................................ 15
2
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(In thousands except share
and per share amounts) June 25, December 31,
1999 1998
--------- -----------
Assets
Cash and cash equivalents $13,881 $ 475
Cash in escrow 1,000 1,000
Accounts receivable, less
allowances for doubtful accounts 24,037 23,647
Inventories 11,239 12,206
Prepaid expenses and other
current assets 4,271 4,638
------- --------
Total current assets 54,428 41,966
Property, plant and equipment, net 13,443 13,948
Goodwill, net 26,733 27,176
Other assets 1,863 1,463
------- -------
$96,467 $84,553
======= =======
Liabilities and Stockholders' Equity
Current portion of long-term debt $ 24 $ 47
Accounts payable 6,660 4,377
Other accrued liabilities 12,694 9,952
Net liabilities of discontinued operations 1,603 1,750
------- -------
Total current liabilities 20,981 16,126
Long-term debt, net of current portion -- 1,400
Deferred income taxes 912 801
------- -------
Total liabilities 21,893 18,327
------- -------
Commitments and contingencies
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, 7,181,908 and 7,294,408
shares issued and outstanding at
June 25, 1999 and December 31, 1998, 72 73
respectively
Additional paid-in capital 16,612 19,797
Retained earnings 57,890 46,356
------- -------
Total stockholders' equity 74,574 66,226
------- -------
$96,467 $84,553
======= =======
See accompanying notes.
3
WinsLoew Furniture, Inc and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands except
per share amounts)
Three Months Ended Six Months Ended
------------------------- ----------------------
June 25, June 26, June 25, June 26,
1999 1998 1999 1998
--------- --------- --------- ---------
Net sales $47,679 $42,892 $80,589 $70,468
Cost of sales 27,983 26,152 48,014 44,098
-------- -------- -------- --------
Gross profit 19,696 16,740 32,575 26,370
Selling, general
and administrative
expenses 7,545 6,215 13,270 10,730
Amortization 318 243 634 487
-------- -------- -------- --------
Operating income 11,833 10,282 18,671 15,153
Interest expense (income) (46) 354 77 687
-------- -------- -------- --------
Income before
income taxes 11,879 9,928 18,594 14,466
Provision for
income taxes 4,529 3,729 7,060 5,394
------- -------- -------- --------
Net income $7,350 $6,199 $11,534 $9,072
======= ======= ======= =======
Basic earnings
per share $1.02 $0.83 $1.60 $1.21
===== ====== ===== =====
Weighted average
number of shares 7,200 7,513 7,200 7,513
===== ===== ===== =====
Diluted earnings
per share $0.99 $0.80 $1.55 $1.17
===== ====== ===== =====
Weighted average
number of shares
and common stock
equivalents 7,444 7,722 7,444 7,722
===== ====== ===== =====
See accompanying notes.
4
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) For the Six Months Ended
-------------------------
June 25, June 26,
1999 1998
--------- ----------
Cash flows from operating activities:
Net income $11,534 $9,072
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,381 1,203
Provision for losses on accounts
receivable 460 427
Change in net assets held for sale -- 844
Changes in operating assets and
liabilities, net of effects
from acquisitions and dispositions:
Accounts receivable (850) (1,362)
Inventories 967 (682)
Prepaid expenses and other
current assets 367 2,647
Other assets and goodwill, net (591) (658)
Accounts payable 2,283 2,275
Other accrued liabilities 2,595 5,308
and net liabilities of discontinued
operations
Deferred income taxes 111 (622)
------- -------
Total adjustments 6,723 9,380
------- -------
Net cash provided by
operating activities 18,257 18,452
------- -------
Cash flows from investing activities:
Capital expenditures, net of disposals (242) (560)
------- -------
Net cash used in investing activities (242) (560)
-------- -------
Cash flows from financing activities:
Net payments under
revolving credit agreements (1,423) (13,453)
Proceeds from issuance of
common stock, net -- 610
Repurchase and cancellation of stock (3,186) (2,090)
-------- -------
Net cash used in by financing
activities (4,609) (14,933)
-------- -------
Net increase in cash and
cash equivalents 13,406 2,959
Cash and cash equivalents at
beginning of year 475 707
------ -------
Cash and cash equivalents at
end of period $13,881 $3,666
====== =======
Supplemental disclosures:
Interest paid $186 $245
Income taxes paid $5,125 $1,644
====== =======
See accompanying notes
5
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
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, 1998, 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 management, 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
three- and six-month periods ended June 25, 1999 and corresponding periods
in 1998. The results of operations for these 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 25, December 31,
1999 1998
---------- ------------
Raw materials $8,311 $9,288
Work in process 1,246 1,521
Finished Goods 1,682 1,397
------- -------
$11,239 $12,206
======= =======
3. Long-term Debt
WinsLoew's amended senior credit facility provides the Company with a
variable amount available under the revolving line of credit. The amount
available under its revolving credit line is $20 million from July 1 through
December 31 of each year. The Company may, at its option, elect to increase
the revolving credit line at January 1 through the following June 30 to a
maximum of $40 million. At January 1, 1999, the Company elected to set the
maximum amount available under the revolving credit line at $35 million.
4. Capital Stock
In January 1998, WinsLoew's Board of Directors approved a plan to acquire up
to 1,000,000 shares of the Company's common stock. The purchases are being
funded by the Company's senior credit facility (see Note 3 above). At
December 31, 1998, there were 704,000 shares available under the plan.
Since December 31, 1998 and as of June 25, 1999, the Company has acquired
112,500 shares for $3.2 million.
6
5. Discontinued Operations
At June 25, 1999, there have not been any material changes in the net
liabilities of discontinued operations as compared to December 31, 1998.
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.
(In thousands) Three Months Ended Six Months Ended
------------------------ ----------------------
June 25, June 26, June 25, June 26,
1999 1998 1999 1998
--------- -------- -------- --------
NET SALES:
Casual products $26,005 $21,895 $39,639 $31,525
Contract seating products 17,687 17,904 33,572 33,402
Ready to assemble products 3,987 3,093 7,378 5,541
------- ------- ------- -------
Total net sales $47,679 $42,892 $80,589 $70,468
======= ======= ======= =======
SEGMENT GROSS PROFIT:
Casual products $12,561 $10,362 $19,028 $14,716
Contract seating products 6,190 5,748 11,809 10,517
Ready to assemble products 945 630 1,738 1,137
------- ------- ------- -------
Total segment gross profit 19,696 16,740 32,575 26,370
Reconciling items:
Selling, general and
administrative expenses 7,545 6,215 13,270 10,730
Amortization 318 243 634 487
------- ------- ------ -------
Operating income 11,833 10,282 18,671 15,153
Interest expense (income),net (46) 354 77 687
------- ------- ------ ------
Income before income taxes $11,879 $9,928 $18,594 $14,466
======= ======= ======= =======
(In thousands) June 25, Dec. 31,
1999 1998
-------- --------
SEGMENT ASSETS:
Casual products $49,762 $51,880
Contract seating products 23,941 23,486
Ready to assemble products 8,018 6,496
------- -------
Total 81,721 81,862
Reconciling items:
Corporate 14,746 2,691
------- -------
Total consolidated assets $96,467 $84,553
======= =======
7
7. Merger
On March 30, 1999, WinsLoew and Trivest Furniture Corporation (the
"Purchaser"), a Florida corporation formed by Earl W. Powell of Trivest,
Inc., who is also the Chairman of the Company's Board of Directors, amended
their Agreement and Plan of Merger to, among other things, (1) increase the
per share cash purchase price from $30.00 per share to $33.00 per share,
(2) increase the "break-up" fee, and (3) eliminate the Purchaser's financing
condition. The amendment to the Agreement and Plan of Merger was approved by
WinsLoew's Board of Directors, as well as the Special Committee of the Board
appointed to evaluate the initial Trivest proposal and possible straegic
alternatives.
On May 4, 1999, WinsLoew and the Purchaser entered into a Second Amended
and Restated Agreement and Plan of Merger pursuant to which, among other
things, (1) increased the per share cash purchase price from $33.00 per
share to $34.75 per share and (2) required the Purchaser to deposit $3.0
million in escrow, which deposit would be paid to the Company in the event
that it terminates the agreement on the basis of certain breaches by the
Purchaser. The amendment to the Agreement and Plan of Merger was approved by
WinsLoew's Board of Directors, as well as the Special Committee of the Board
appointed to evaluate the initial Trivest proposal and possible strategic
alternatives.
Pursuant to the amended agreement, the proposed merger is subject to, among
other things, (1) shareholder approval and (2) compliance with all applicable
regulatory and governmental requirements. Accordingly, there can be no
assurance that the merger will be consummated.
8
Management's Discussion and Analysis of Financial Condition
And Results of Operations
General
WinsLoew is comprised of companies engaged in the design, manufacture and
distribution of casual, 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 and cast aluminum. These products are distributed
through fine patio stores, department stores and full line furniture stores
nationwide. The Company's contract seating products are distributed to a
broad customer base, which includes architectural design firms and restaurant
and lodging chains. WinsLoew's RTA products include promotionally priced
coffee and end tables, wall units and rolling carts. Distribution of RTA
furniture is primarily through mass merchandisers, catalogue wholesalers and
specialty retailers.
During 1997 the Company adopted a plan to dispose of its RTA operations.
In addition to the products described above, WinsLoew's RTA products included
ergonomically designed computer workstations, which the Company denoted as
"space savers" and an extensive line of futons, futon frames and related
accessories.
The Company planned to sell two of the businesses and liquidate the assets
related to the futon business. During 1998 the Company sold one of the
businesses and completed the liquidation of the futon business. At the end
of 1997 and during 1998, the Company attempted to sell its remaining RTA
facility but was unable to obtain a satisfactory offer. The Company devoted
significant management time to the operation resulting in improved
profitability by the end of 1998. Due to the recovery, the Company decided
to retain Southern Wood.
The amounts reflected hereafter include Southern Wood as a continuing
operation.
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 25, 1999 June 26, 1998
------------------------ -----------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- ------- ------ ------- ------ ------
Casual furniture $26,005 $12,561 48.3% $21,895 $10,362 47.3%
Contract seating 17,687 6,190 35.0% 17,904 5,748 32.1%
RTA 3,987 945 23.7% 3,093 630 20.4%
------- ------- ------- ------
Total $47,679 $19,696 41.3% $42,892 $16,740 39.0%
======= ======= ======= =======
Six Months Ended
------------------------------------------------
June 25, 1999 June 26, 1998
------------------------ -----------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- ------- ------ ------- ------ ------
Casual furniture $39,639 $19,028 48.0% $31,525 $14,716 46.7%
Contract seating 33,572 11,809 35.2% 33,402 10,517 31.5%
RTA 7,378 1,738 23.6% 5,541 1,137 20.5%
------- ------- ------- ------
Total $80,589 $32,575 40.4% $70,468 $26,370 37.4%
======= ======= ======= =======
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 25, June 26, June 25, June 26,
1999 1998 1999 1998
-------- -------- -------- --------
Gross margin 41.3% 39.0% 40.4% 37.4%
Selling, general and
administrative expense 15.8% 14.5% 16.5% 15.2%
Amortization 0.7% 0.6% 0.7% 0.7%
Operating income 24.8% 23.9% 23.2% 21.5%
Interest expense income),net (0.1)% 0.8% 0.1% 1.0%
Income before income taxes 24.9% 23.1% 23.1% 20.5%
Net income 15.4% 14.5% 14.3% 12.9%
Comparison of Three Months Ended June 25, 1999 and June 26, 1998
Net Sales: WinsLoew's consolidated net sales for the second quarter of 1999,
$47.7 million, increased $4.8 million or 11.2% from $42.9 million in the
second quarter of 1998.
The Company's Casual and RTA product lines experienced strong sales increases.
Sales of casual products increased 18.8% in the second quarter of 1999,
compared to the second quarter of 1998. If Tropic Craft, which was purchased
in the third quarter of 1998, is excluded, sales of casual products increased
6.8%. Management believes that this increase in demand is primarily due to
the Company's emphasis on quality, leading the industry through innovative
designs and providing customer flexibility with its delivery program during
the short casual retail season. RTA product sales increased 28.9% in the
second quarter of 1999, compared to the second quarter of 1998, primarily
due to increased demand for all RTA furniture. Contract seating sales
experienced a 1.2% decline during the quarter compared to the comparable
prior year period due to less favorable market conditions during the quarter.
Gross Margin: Consolidated gross margin was 41.3% in the second quarter of
1999, compared to 39.0% in the second quarter of 1998. All three of the
Company's product lines contributed to the increase in gross margin. The
casual product line gross margin improved to 48.3% in the second quarter of
1999 compared to 47.3% in the second quarter of 1998, due to increased demand
and improved operating efficiencies. The gross margin for contract seating
products improved to 35.0% in the second quarter of 1999 compared to 32.1% in
the second quarter of 1998 due to a favorable product mix and improved profit
margins on its core products. The RTA product line gross margin improved to
23.7% in the second quarter of 1999 compared to 20.4% in the second quarter
of 1998, due to increased demand and improved operating efficiencies.
Selling, General and Administrative Expenses: Selling, general and
administrative (SG&A) expenses increased $1.3 million in the second quarter
of 1999, compared to the second quarter of 1998. The increase was primarily
the result of higher sales related expenditures and provisions for self-
insured medical insurance reserves.
Operating Income: As a result of the above, operating income increased by
$1.5 million, to $11.8 million (24.8% of net sales) in the second quarter of
1999 compared to $10.3 million (23.9% of net sales) in the second quarter of
1998.
Interest Expense: The Company's interest expense decreased $0.4 million in
the second quarter of 1999, compared to the second quarter of 1998, due to
lower outstanding debt balances.
Provision for Income Taxes: The Company's effective tax rate for the second
quarter of 1999 was 38.1% compared to 37.6% for the second quarter of 1998.
The effective tax rate is greater than the federal statutory rate primarily
due to the effect of state income taxes and non-deductible goodwill
amortization.
Comparison of Six Months Ended June 25, 1999 and June 26, 1998
Net Sales: WinsLoew's consolidated net sales for the first six months of
1999, $80.6 million, increased $10.1 million, or 14.3%, from $70.5 million
in the first six months of 1998.
The Company's Casual and RTA product lines experienced strong sales
increases. Sales of casual products increased 25.7% in the first six months
of 1999, compared to the first six months of 1998. If Tropic Craft, which
was purchased in the third quarter of 1998, is excluded, sales of casual
products increased 13.7%. Management believes that this increase in demand
is primarily due to the Company's emphasis on quality, leading the industry
through innovative designs and providing customer flexibility with its
delivery program during the short casual retail season. RTA product sales
increased 33.2% in the first half of 1999, compared to the first half of
1998, primarily due to increased demand across the board on all RTA
furniture. Contract seating sales experienced only a slight increase, 0.5%,
during the period compared to the comparable prior year period due to less
favorable market conditions during the quarter.
Gross Margin: Consolidated gross margin was 40.4% in the first six months of
1999, compared to 37.4% in the first six months of 1998. All three of the
Company's product lines contributed to the increase in gross margin. The
casual product line gross margin improved to 48.0% in the first half of 1999
compared to 46.7% in the first half of 1998, due to increased demand and
improved operating efficiencies. The gross margin for contract seating
products improved to 35.2% in the first six months of 1999 compared to 31.5%
in the first six months of 1998 due to a favorable product mix and improved
profit margins on its core products. The RTA product line gross margin
improved to 23.6% in the first two quarters of 1999 compared to 20.5% in the
first two quarters of 1998, due to increased demand and improved operating
efficiencies.
Selling, General and Administrative Expenses: SG&A expenses increased $2.5
million in the first six months of 1999, compared to SG&A expense of $10.7
million in the first six months of 1998. The increase was primarily the
result of higher sales related expenditures and provisions for self-insured
medical insurance reserves.
Operating Income: As a result of the above, operating income increased by
$3.5 million, to $18.7 million (23.2% of net sales) in the first half of
1999 compared to $15.2 million (21.5% of net sales) in the first half of 1998.
Interest Expense: The Company's interest expense decreased $0.6 million in
the first six months of 1999, compared to the first six months of 1998, due
to lower outstanding debt balances.
Provision for Income Taxes: The Company's effective tax rate for the first
six months of 1999 was 38.0% compared to 37.3% for the first six months of
1998. The effective tax rate is greater than the federal statutory rate
primarily due 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
WinsLoew's short-term cash needs are primarily for working capital to support
its debt service, accounts payable, 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 25, 1999,
the Company has $33.4 million of working capital and $25.8 million of unused
and available funds under its credit facilities.
In May 1998, WinsLoew amended its senior credit facility to provide for
capital stock purchases not to exceed, in aggregate, $10 million (see Note 4
to the Consolidated Financial Statements). At June 25, 1999 there was $2.9
million available for such repurchases.
Cash Flows From Operating Activities: Cash provided by operating activities
was $18.3 million and $18.5 million for the first six months of 1999 and 1998,
respectively.
Cash Flows From Investing Activities: Cash used in investing activities was
$0.2 million and $0.6 million for the first six months of 1999 and 1998,
respectively. Cash used in investing activities for the first half of 1999
and 1998 was primarily due to the purchase of machinery and equipment.
Cash Flows From Financing Activities: Net cash used in financing activities
was $4.6 million in the first six months of 1999 compared to $14.9 million in
the first six months of 1998. Cash was primarily used to retire revolving
credit debt (see Note 3 to the Consolidated Financial Statements) and to
repurchase shares of the Company's stock (see Note 4 to the Consolidated
Financial Statements).
At June 25, 1999, 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 1999 and 1998 by entering into foreign currency
forward contracts. At June 25, 1999, $1.7 million were outstanding and
unsettled, maturing at approximately $280,000 per month. At June 26, 1998,
$1.9 million were outstanding and unsettled, maturing at approximately
$272,000 per month. The Company did not incur significant gains or losses
from these foreign currency transactions.
Year 2000
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. Computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This error could potentially result in
a system failure or miscalculation causing disruptions to operations.
In mid-1995, the Company began an assessment of the Year 2000 issue on its
internal information systems and other non-information technology systems
such as facility automation control systems, third-party network systems and
other embedded technology and microcontrollers, as well as for the replace-
ment or correction of all such systems required in the new millennium. Based
on the assessment, the Company determined that it was necessary to replace
portions of its software and hardware so that those systems will properly
utilize dates beyond December 31, 1999, including third-party network
equipment, software and services.
As of June 25, 1999, the Company has completed testing and remediation of 100%
of its continuing operations business critical systems at an aggregated cost
of approximately $500,000, representing approximately 20% of the Company's
information technology budget for the last four years, which has been obtained
from internally generated funds. Approximately 59% of these costs were for
replacement of existing software, approximately 23% were for replacement of
existing hardware, approximately 12% were for replacement of the Company's
non-information technology systems and equipment and approximately 6% were for
repair/upgrade of existing software. Non-information technology systems do not
represent a significant component of the Company's operations. The Company
deducts these costs from income. Other non-year 2000 efforts have not been
materially delayed.
The Company has contacted and received responses from all of its material
suppliers and customers concerning Year 2000 compliance. Based on these
discussions the Company is not aware of any supplier or customer with a Year
2000 issue that would materially impact its financial position, results of
operations or liquidity. The Company did not use any independent
verification or validation process to assure the reliability of their risk
and cost estimates. Consequently, the Company has no means of ensuring that
suppliers or customers will be Year 2000 ready. The effect of non-compliance
by third parties is not determinable.
Management believes that it has substantially completed an effective program
to resolve the Year 2000 issue in a timely manner. In the event that the
Company's program is not successful, management believes that it has
established adequate contingency plans whereby the Company would rely on its
own manual systems, independent of external providers' Year 2000 compliance,
maintain increased inventory levels and adjust staffing levels for its
business critical systems. Management believes that such an event would not
materially affect the Company's financial position or results of operations.
However, disruptions in the general economy resulting from Year 2000 issues
could adversely affect the Company's financial condition or results of
operations.
Part II. Other Information
Item 1. Legal Proceedings
As reported in Part II, Item 1 of the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 26, 1999 (as amended by Form 10-Q/A,
Amendment No. 1), incorporated herein by reference, the Registrant and
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 July 14, 1999, the
Company and its directors filed a motion to dismiss the lawsuit or, in the
alternative, to grant summary judgment in their favor. A hearing on this
motion to dismiss has been set for August 6, 1999.
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) None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 - Financial Data Schedule
(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 1, 1999.
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 May 4, 1999.
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 20,1999 BOBBY TESNEY
President and Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
July 20, 1999 VINCENT A. TORTORICI, Jr.
Chief Financial Officer
[ARTICLE] 5
[MULTIPLIER] 1000
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] JUN-25-1999
[CASH] 13,881
[SECURITIES] 0
[RECEIVABLES] 24,037
[ALLOWANCES] 0
[INVENTORY] 11,239
[CURRENT-ASSETS] 54,428
[PP&E] 13,443
[DEPRECIATION] 0
[TOTAL-ASSETS] 96,467
[CURRENT-LIABILITIES] 20,981
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 72
[OTHER-SE] 74,502
[TOTAL-LIABILITY-AND-EQUITY] 96,467
[SALES] 80,589
[TOTAL-REVENUES] 80,589
[CGS] 48,014
[TOTAL-COSTS] 61,918
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 77
[INCOME-PRETAX] 18,594
[INCOME-TAX] 7,060
[INCOME-CONTINUING] 11,534
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 11,534
[EPS-BASIC] 1.60
[EPS-DILUTED] 1.55