SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
Commission file number 1-13293
SunSource Inc.
- - ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2874736
- - ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 One Logan Square
Philadelphia, Pennsylvania 19103
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 282-1290
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on Which Registered
-------------- -----------------------------------------
Common Stock, New York Stock Exchange
par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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
----- -----
On May 13, 1998 there were 7,215,275 Common Shares outstanding.
Page 1 of 18
SUNSOURCE INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE(S)
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 1998
(Unaudited), and December 31, 1997 3
Consolidated Statements of Income and
Comprehensive Income for the three months ended
March 31, 1998 and 1997 (Unaudited) 4
Consolidated Statements of Cash Flows
for the three months ended March 31, 1998 and 1997
(Unaudited) 5
Notes to Consolidated Financial Statements
(Unaudited) 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-16
PART II. OTHER INFORMATION 17
SIGNATURES 18
Page 2 of 18
SUNSOURCE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31, 1998
ASSETS (Unaudited) December 31,1997
-------------- ----------------
Current assets:
Cash and cash equivalents $ 21,043 $ 5,638
Accounts and notes receivable, net 90,469 82,501
Inventories 104,801 103,369
Deferred income taxes 10,566 10,791
Other current assets 4,361 4,559
--------- ---------
Total current assets 231,240 206,858
Property and equipment, net 21,805 21,939
Goodwill 62,139 62,588
Other intangibles 710 784
Deferred income taxes 4,971 5,014
Cash surrender value of life insurance policies 9,361 8,407
Other assets 666 552
--------- ---------
Total assets $ 330,892 $ 306,142
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable, trade $ 57,568 $ 50,125
Notes payable 1,758 2,080
Current portion of capitalized lease obligations 180 156
Distributions payable to partners 277 2,353
Deferred tax liability 935 935
Accrued expenses:
Salaries and wages 6,137 6,891
Income and other taxes 3,966 4,286
Other accrued expenses 19,108 19,094
--------- ---------
Total current liabilities 89,929 85,920
Senior notes 60,000 60,000
Bank revolving credit 31,000 33,000
Capitalized lease obligations 505 572
Deferred compensation 11,809 10,451
Other liabilities 745 787
--------- ---------
Total liabilities 193,988 190,730
--------- ---------
Guaranteed preferred beneficial interests in the
Company's junior subordinated debentures 115,815 115,903
--------- ---------
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $.01 par, 1,000,000 shares
authorized, none issued -- --
Common stock, $.01 par, 20,000,000 shares authorized,
7,215,275 and 6,418,936 shares issued and outstanding 72 64
Additional paid-in capital 20,881 --
Retained earnings 2,635 1,735
Cumulative foreign translation adjustment (2,499) (2,290)
--------- ---------
Total stockholders' equity (deficit) 21,089 (491)
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 330,892 $ 306,142
========= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 3 of 18
SUNSOURCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
FOR THE THREE MONTHS ENDED,
(dollars in thousands, except for partnership interest and share amounts)
March 31, 1998 March 31, 1997
-------------- --------------
Net sales $ 172,091 $ 169,016
Cost of sales 103,453 101,416
------------ ------------
Gross profit 68,638 67,600
------------ ------------
Operating expenses:
Selling, general and administrative expenses 59,432 58,690
Management fee to general partner -- 821
Depreciation 1,109 1,018
Amortization 513 455
------------ ------------
Total operating expenses 61,054 60,984
------------ ------------
Transaction costs -- 350
------------ ------------
Income from operations 7,584 6,266
Interest expense, net 1,688 1,831
Distributions on guaranteed preferred
beneficial interests 3,058 --
Other income, net 110 113
------------ ------------
Income before provision for income taxes 2,948 4,548
Income tax provision (benefit) 1,327 (28)
------------ ------------
Net income 1,621 4,576
Other comprehensive income, net of tax:
Change in cummulative foreign
translation adjustment (209) (341)
------------ ------------
Comprehensive income $ 1,412 $ 4,235
============ ============
Net income allocated to partners:
General partner N/A $ 46
------------
Class A limited partners N/A $ 3,052
------------
Class B limited partners N/A $ 1,478
------------
Earnings per limited partnership interest:
Net income
- Class A interest N/A $ 0.27
- Class B interest N/A $ 0.07
Net income per common share $ 0.25 N/A
Weighted average number of
outstanding common shares 6,474,223 N/A
Weighted average number of outstanding
limited partnership interests:
- Class A interests N/A 11,099,573
- Class B interests N/A 21,675,746
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 4 of 18
SUNSOURCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE THREE MONTHS ENDED,
(dollars in thousands)
March 31, 1998 March 31, 1997
-------------- --------------
Cash flows from operating activities:
Net income $ 1,621 $ 4,576
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 1,622 1,473
Decrease (increase) in cash value of life insurance (854) 129
Transaction costs -- 350
Provision for deferred compensation 415 817
Provision (benefit) for deferred income taxes 268 (324)
Changes in current operating items:
Increase in accounts and notes receivable (7,968) (13,132)
Decrease (increase) in inventories (1,432) 1,017
Decrease (increase) in other current assets 198 (147)
Increase in accounts payable 7,443 6,188
Increase in accrued interest -- 1,419
Decrease in income taxes payable (483) (94)
Decrease in accrued restructuring charges
and transaction costs (572) (719)
Decrease in other accrued liabilities (84) (3,182)
Other items, net 630 (452)
-------- --------
Net cash provided by (used for) operating activities 804 (2,081)
-------- --------
Cash flows from investing activities:
Proceeds from sale of property and equipment 10 252
Capital expenditures (978) (1,016)
Investment in life insurance policies (100) --
Other, net (137) (52)
-------- --------
Net cash used for investing activities (1,205) (816)
-------- --------
Cash flows from financing activities:
Net proceeds from issuance of common stock 20,889 --
Cash distributions to public investors (2,718) (3,690)
Borrowings (repayments) under the bank credit agreement, net (2,000) 9,000
Repayments under other credit facilities, net (322) (953)
Principal payments under capitalized lease obligations (43) (30)
-------- --------
Net cash provided by financing activities 15,806 4,327
-------- --------
Net increase in cash and cash equivalents 15,405 1,430
Cash and cash equivalents at beginning of period 5,638 1,666
-------- --------
Cash and cash equivalents at end of period $ 21,043 $ 3,096
======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 5 of 18
SUNSOURCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
1. Basis of Presentation:
The accompanying financial statements include the consolidated accounts of
SunSource Inc. (the "Company"), its predecessor, SunSource L.P. (the
"Partnership"), and its wholly-owned subsidiaries including SDI Operating
Partners, L.P. (the "Operating Partnership") and SunSource Capital Trust (the
"Trust"). All significant intercompany balances and transactions have been
eliminated. The Company is one of the leading providers of industrial products
and related value-added services in the United States. The Company's five
business segments are Technology Services, Inventory Management - Expediter,
Inventory Management - Integrated Supply, Hardware Merchandising Services and
Glass Merchandising.
The accompanying consolidated financial statements and related notes are
unaudited; however, in management's opinion all adjustments (consisting of
normal recurring accruals) considered necessary for the fair presentation of
financial position, income and cash flows for the periods shown have been
reflected. Results for the interim period are not necessarily indicative of
those to be expected for the full year.
Certain information in note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to Form 10-Q requirements
although the Company believes that disclosures are adequate to make the
information presented not misleading. It is suggested that these financial
statements be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's report on Form 10-K for the year
ended December 31, 1997.
Public Offering
On January 22, 1998, the Company filed a registration statement on Form S-2
with the United States Securities and Exchange Commission, which was amended
thereafter, for an offering of Common Shares of the Company (the "Offering").
The registration statement became effective on March 19, 1998 and the Offering
closed in its entirety on March 27, 1998. Of the 2,284,471 shares sold in the
Offering, 796,408 shares were issued and sold by the Company and 1,488,063
shares were sold by the selling stockholders, affiliates of Lehman Brothers
Inc.
The Company received net cash proceeds of $20,889 from the 796,408 shares sold
in the Offering. The Company recorded an increase of $8 in Common Stock and
$20,881 in Additional Paid-in Capital. The number of outstanding Common Shares
as of March 31, 1998 was 7,215,275. The weighted average number of Common
Shares outstanding for the three months ended March 31, 1998 was 6,474,223
including the shares sold in the Offering.
Page 6 of 18
SUNSOURCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
2. Recent Accounting Pronouncements:
Effective with financial statements issued in 1998, the Company is required to
implement Statement of Financial Accounting Standards ("SFAS") 130, "Reporting
Comprehensive Income", which requires that changes in comprehensive income be
shown in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners. Comprehensive income includes net income and other
items resulting in changes to stockholders' equity such as foreign currency
translation, minimum pension liability adjustments and unrealized gains and
losses on certain investments in debt and equity securities.
The Company's only reportable item of comprehensive income, after net income,
is the change in the accumulated foreign translation adjustment. This will now
be reflected as a separate line item below net income in arriving at
comprehensive income. The Company will also report this item as a separate
component of the Statement of Changes in Stockholders' Equity in its annual
report on Form 10-K, however, identified as the single component of
Accumulated Comprehensive Income.
3. Common Stock Dividend:
On March 25, 1998, the Board of Directors declared a dividend of $0.10 per
Common Share which was paid on April 10, 1998 to holders of record as of April
6, 1998. The Company expects to declare future quarterly dividends on the
Common Shares to aggregate $0.40 per Common Share annually, subject to the
discretion of its Board of Directors and dependent upon, among other things,
the Company's future earnings, financial condition, capital requirements,
funds needed for acquisitions, level of indebtedness, contractual restrictions
and other factors that the Board of Directors deems relevant.
4. Lines of Credit and Long-Term Debt:
As of March 31, 1998, the Company had $56,763 available under its $90,000 Bank
Credit Agreement which provides revolving credit for working capital purposes
and acquisitions through September 30, 2002. The Company had $91,685 of
outstanding long-term debt at March 31, 1998, consisting of bank borrowings of
$31,000, outstanding Senior Notes of $60,000 and capital lease obligations of
$685.
The Company has another credit facility available in the amount of $500 for
letter of credit commitments only, of which no amount was outstanding as of
March 31, 1998. In addition, an indirect, wholly-owned Canadian subsidiary of
the Company has a $2,500 Canadian dollar line of credit for working capital
purposes of which no amount was outstanding at March 31, 1998.
Page 7 of 18
SUNSOURCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
5. Guaranteed Preferred Beneficial Interests in the Company's
Junior Subordinated Debentures:
The Trust was organized in connection with the conversion of the Partnership
to corporate form on September 30, 1997 (the "Conversion") for the purpose of
(a) issuing its Trust Preferred Securities to the Company in consideration of
the deposit by the Company of Junior Subordinated Debentures in the Trust as
trust assets, and its Trust Common Securities to the Company in exchange for
cash and investing the proceeds thereof in an equivalent amount of Junior
Subordinated Debentures and (b) engaging in such other activities as are
necessary or incidental thereto. The Trust had no operating history prior to
the issuance of the Trust Preferred Securities. The terms of the Junior
Subordinated Debentures include those stated in the Indenture (the
"Indenture") between the Company and the indenture trustee, and those made
part of the Indenture by the Trust Indenture Act. The principal amount of the
Junior Subordinated Debentures is $108,707, consisting of $3,261 related to
the Trust Common Securities and $105,446 related to the Trust Preferred
Securities; the interest rate is 11.6%; and their maturity date is September
30, 2027, unless redeemed earlier.
The Company has guaranteed on a subordinated basis the payment of
distributions on the Trust Preferred Securities and payments on liquidation of
the Trust and redemption of Trust Preferred Securities (the "Preferred
Securities Guarantee"). The sole assets of the Trust are the Junior
Subordinated Debentures and the obligations of the Company under the
Declaration of Trust of the Trust, the Indenture, the Preferred Securities
Guarantee and the Junior Subordinated Debentures in the aggregate constitute a
full and unconditional guarantee by the Company of the Trust's obligations
under the Trust Preferred Securities. The distributions on the Trust Preferred
Securities aggregate $12,232 annually.
The Trust Preferred Securities will be redeemed upon maturity on September 30,
2027, or earlier redemption of the Junior Subordinated Debentures at 100% of
the liquidation amount plus accrued and unpaid distributions, provided that
any redemption due to a change in the tax status of the interest payments to
the Trust within the first five years will be at 101%. The Junior Subordinated
Debentures may be redeemed by the Company at any time after September 30,
2002.
In the event of a liquidation of the Trust, the holders of Trust Preferred
Securities would be entitled to receive a preferential distribution of $25 per
Trust Preferred Security, aggregating $105,446, plus accrued and unpaid
distributions. However, upon the occurrence of an event which changes the tax
status of interest payments to the Trust or the status of the Trust itself,
the Trust will be liquidated and, after satisfaction of creditors of the
Trust, the holders will receive Junior Subordinated Debentures.
Page 8 of 18
SUNSOURCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
5. Guaranteed Preferred Beneficial Interests in the Company's
Junior Subordinated Debentures, continued:
The Trust Preferred Securities have equity characteristics but creditor's
rights and are therefore classified between liabilities and stockholders'
deficit on the balance sheet. On September 30, 1997, the Trust Preferred
Securities were recorded at fair value of $115,991 based on the price of the
Class A interests of $11.75 upon close of trading on the New York Stock
Exchange on that date. The excess of the fair value of the Trust Preferred
Securities on September 30, 1997 over their liquidation value of $105,446, or
$10,545 is amortized over the thirty-year life of the Trust Preferred
Securities.
The interest payments on the Junior Subordinated Debentures underlying the
Trust Preferred Securities, aggregating $12,232 per year, are deductible for
federal income tax purposes under current law and will remain an obligation of
the Company until the Trust Preferred Securities are redeemed or upon their
maturity in 2027.
6. Contingencies:
On February 27, 1996, a lawsuit was filed against the Company by the buyer of
its Dorman Products division for alleged misrepresentation of certain facts by
the Company upon which the buyer allegedly based its offer to purchase Dorman.
The complaint seeks damages of approximately $21,000.
Certain other legal proceedings are pending which are either in the ordinary
course of business or incidental to the Company's business. Those legal
proceedings incidental to the business of the Company are generally not
covered by insurance or other indemnity.
In the opinion of management, the ultimate resolution of these matters will
not have a material effect on the consolidated financial position, operations
or cashflows of the Company.
7. Subsequent Events:
From April 1, 1998 through May 1, 1998, the Company's Harding division
acquired the assets of three retail glass shops for net cash consideration of
$1,539 plus the assumption of certain liabilities.
On April 22, 1998, the Company's Hillman division acquired the assets of a
manufacturer of letters, numbers and signs for net cash consideration of $481,
plus the assumption of certain liabilities.
On May 6, 1998, the Company's Hillman division acquired the assets of a retail
hardware business for net cash consideration of $8,000 (of which $2,138 is
held in escrow pending the resolution of post-closing adjustments), plus the
assumption of certain liabilities. The transaction was effective as of the
close of business on May 2, 1998.
Page 9 of 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- - ------------------------------------------------------------------------------
The following discussion provides information which management believes is
relevant to an assessment and understanding of the Company's operations and
financial condition. This discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere
herein.
General
SunSource Inc. (the "Company") is one of the leading providers of industrial
and retail products and related value-added services in North America. The
Company is organized into three businesses which are SunSource Industrial
Services Company, Hillman and Harding.
SunSource Industrial Services Company is comprised of SunSource Technology
Services ("STS") and SunSource Inventory Management Company ("SIMCO"). STS
offers a full range of technology-based products and services to small, medium
and large manufacturers. SIMCO provides small parts inventory management to
low volume customers through its expediter activity and integrated inventory
management to large industrial manufacturing customers through its integrated
supply activity.
Hillman operates in the Hardware Merchandising Services Segment, providing
small hardware and related items and merchandising services, to retail
outlets, primarily hardware stores, home centers and lumberyards.
Harding operates in the Glass Merchandising Segment, selling retail and
wholesale automotive and flat glass and providing auto glass installation and
small contract glazing services to individual consumers, insurance companies,
autobody shops, and other customers through a large network of retail glass
shops.
Public Offering
On January 22, 1998, the Company filed a registration statement on Form S-2
with the United States Securities and Exchange Commission, which was amended
thereafter, for an offering of Common Shares of the Company (the "Offering").
The registration statement became effective on March 19, 1998 and the Offering
closed in its entirety by March 27, 1998. Of the 2,284,471 shares sold in the
Offering, 796,408 shares were issued and sold by the Company and 1,488,063
shares were sold by the selling stockholders, affiliates of Lehman Brothers,
Inc.
The Company did not receive any of the proceeds from the shares sold by the
selling stockholders. The Company used the net proceeds raised (of $20.9
million) from the 796,408 shares sold in the Offering to repay borrowings
under its revolving credit facility. As of March 31, 1998, the Company had
7,215,275 Common Shares outstanding.
Page 10 of 18
Acquisitions
The Company recently resumed its strategy to acquire retail glass shops for
integration with Harding. From August 31, 1997, through December 31, 1997,
Harding acquired the assets of three retail glass shops for net cash
consideration of $0.8 million, plus the assumption of certain liabilities.
Sales from the acquired shops aggregated $0.4 million for the three months
ended March 31, 1998.
From April 1, 1998, through May 1, 1998, Harding acquired the assets of three
retail glass shops for net cash consideration of approximately $1.5 million
plus the assumption of certain liabilities. Sales from the acquired shops
aggregated approximately $3.5 million for the twelve-month period prior to
acquisition. These acquisitions expand Harding's business into the
Albuquerque, New Mexico, and Dallas, Texas, markets.
On April 22, 1998, Hillman acquired the assets of a manufacturer of letters,
numbers and signs for net cash consideration of approximately $0.5 million
plus the assumption of certain liabilities. This acquisition had sales of
approximately $1.0 million for the twelve-month period prior to acquisition.
On May 6, 1998, Hillman acquired the assets of the franchise and independent
hardware segment of Axxess Technologies, Inc., including its PMI division, a
distributor of keys, letters, numbers and signs and other products to retail
hardware stores throughout the United States, for net cash consideration of
$8.0 million (of which $2.1 million is held in escrow pending the resolution
of post-closing adjustments) plus the assumption of certain liabilities. Sales
from the acquired operations were approximately $17 million in 1997. Hillman
will integrate the sales force and operations of the acquired business with
its existing operations.
Page 11 of 18
Results of Operations
Segment Sales and Profitability for the Three Months Ended March 31, 1998 & 1997
(dollars in thousands)
March 31, 1998 March 31, 1997
-------------- --------------
% Total % Total
Sales Sales
Sales
SunSource Industrial Services
STS $ 81,965 47.6% $ 78,957 46.7%
SIMCO - Expediter 31,331 18.2% 31,715 18.8%
SIMCO - Integrated Supply 12,201 7.1% 14,051(1) 8.3%
-------- ----- -------- -----
Industrial Services 125,497 72.9% 124,723 73.8%
Hillman 26,097 15.2% 24,337 14.4%
Harding 20,497 11.9% 19,956 11.8%
-------- ----- -------- -----
Consolidated Net Sales $172,091 100.0% $169,016 100.0%
======== ====== ======== ======
Gross Profit % Sales % Sales
SunSource Industrial Services
STS $ 20,774 25.3% $ 20,345 25.8%
SIMCO - Expediter 22,440 71.6% 22,771 71.8%
SIMCO - Integrated Supply 3,115 25.5% 3,522 25.1%
-------- --------
Industrial Services 46,329 36.9% 46,638 37.4%
Hillman 14,225 54.5% 12,817 52.7%
Harding 8,084 39.4% 8,145 40.8%
-------- --------
Consolidated Gross Profit $ 68,638 39.9% $ 67,600 40.0%
======== ========
EBITA (2)
SunSource Industrial Services
STS $ 2,575 3.1% $ 3,012 3.8%
SIMCO - Expediter 4,989 15.9% 5,162 16.3%
SIMCO - Integrated Supply 546 4.5% 854 6.1%
--------- --------
Industrial Services 8,110 6.5% 9,028 7.2%
Hillman 2,176 8.3% 1,261 5.2%
Harding 28 0.1% (191) (1.0%)
--------- ---------
Total operations before
corporate expenses 10,314 6.0% 10,098 6.0%
Corporate expenses (2,217) (1.3%) (2,206) (1.3%)
--------- ---------
Consolidated EBITA $ 8,097 4.7% $ 7,892 (3) 4.7%
========= =========
(1) Includes sales of $3,437 related to Integrated Supply contracts
cancelled in 1997.
(2) "EBITA" (earnings before interest, taxes and amortization) is defined
as income from operations before amortization.
(3) Excludes $821 of management fees and $350 of transaction costs
related to the Company's conversion to corporate form (the
"Conversion") on September 30, 1997. The management fee represents a
payment made by the Company to its general partner while operating as
a master limited partnership. Since the Conversion, the management
fee is retained by a wholly-owned subsidiary of the Company and is
eliminated in consolidation.
Page 12 of 18
Three months ended March 31, 1998 and 1997
Net sales increased $3.1 million or 1.8% in the first three months of 1998 to
$172.1 million from $169.0 million in 1997. Sales variances by business
segment are as follows:
Sales Increase (Decrease)
-------------------------
Amount %
------ ---
(In thousands)
SunSource Industrial Services Company
STS $ 3,008 3.8 %
SIMCO - Expediter (384) (1.2)%
SIMCO - Integrated Supply (1,850) (13.2)%
---------
Industrial Services 774 .6 %
Hillman 1,760 7.2 %
Harding 541 2.7 %
---------
Total Company $ 3,075 1.8 %
=========
STS sales increased $3.0 million or 3.8% in the first quarter of 1998 to $82.0
million from $79.0 million in 1997 due to continued strengthening in existing
product markets (particularly the mobile business), new product line additions
and sales territory expansion. Integrated Supply sales decreased $1.9 million
or 13.2% in 1998 to $12.2 million from $14.1 million in 1997, which includes a
decrease of $3.4 million due to contracts which were cancelled in 1997, offset
by $1.5 million in new contract sales in the 1998 period. Excluding 1997 sales
from terminated contracts, Integrated Supply sales increased 15.0% in the
first quarter of 1998 over the same prior-year quarter.
Hillman's sales increased $1.8 million or 7.2% in 1998 to $26.1 million from
$24.3 million in 1997 due to market penetration of new product lines in the
amount of $0.9 million and the balance of $0.9 million in growth from new
accounts and expansion of existing product lines.
Harding's sales increased $0.5 million or 2.7% in 1998 to $20.5 million from
$20.0 million in 1997 due primarily to an increase in retail and contract
sales of $1.0 million or 8.0%. In addition, the discontinuation of certain low
margin product lines and markets served resulted in reduced sales of $0.5
million. In recent years, Harding has discontinued certain low-margin product
lines and has withdrawn from non-strategic markets. Growth in Harding's retail
glass shops is expected to continue as a result of internal sales programs and
the recent acquisitions.
The Company's sales backlog on a consolidated basis was $81.7 million as of
March 31, 1998, compared with $68.3 million at December 31, 1997 and $68.7
million at March 31, 1997, an increase of 19.6% and 19.0%, respectively.
Total Company cost of sales increased $2.0 million or 2.0% in 1998 to $103.5
million from $101.4 million in 1997 due primarily to increased sales levels in
the comparison period.
The Company's consolidated gross margin was 39.9% in the first quarter of 1998
compared with 40.0% in the first quarter of 1997. SunSource Industrial
Services Company's gross margin was 36.9% in 1998 compared with 37.4% in 1997,
a decrease of 0.5%. STS's gross margin decreased 0.5% in 1998 due to decreased
labor efficiencies in its service and repair business. The SIMCO Expediter
activity's gross margin declined 0.2% in 1998 due mainly to competitive
pricing pressures. The SIMCO Integrated Supply activity's gross margin
increased 0.4% in 1998 due to the addition of product lines offset slightly by
changes in sales mix as a result of new in-plant inventory management
programs.
Page 13 of 18
Hillman's gross margin increased 1.8% due primarily to improved purchasing
management and better control of obsolete and slow-moving inventories.
Harding's gross margin decreased 1.4% due to an increase in contract sales at
lower gross margins than the overall retail business.
The Company's selling, general and administrative ("S,G&A") expenses increased
by $0.7 million or 1.3% to $59.4 million in the first quarter of 1998 from
$58.7 million in 1997. Selling expenses increased $1.0 million supporting
increased 1998 sales levels Company-wide and increased marketing efforts at
SIMCO-Expediter, Hillman and Harding. Warehouse and delivery expenses
decreased slightly. General and administrative expenses decreased $0.2 million
in the comparison period.
S,G,&A expenses as a percentage of sales decreased slightly, as follows:
Three Months Ended
March 31,
------------------
1998 1997
---- ----
Selling Expenses 17.5% 17.2%
Warehouse and Delivery Expenses 5.9% 6.0%
General and Administrative Expenses 11.1% 11.5%
------ -----
Total S,G&A Expenses 34.5% 34.7%
====== =====
EBITA was $8.1 million for the three months ended March 31, 1998, compared
with $7.9 million for the same prior-year quarter excluding the previously
discussed $0.4 million charge for transaction and other costs associated with
the Conversion and non-recurring management fees of $0.8 million.
The Company's consolidated operating profit margin ("EBITA, as a percentage of
sales") after corporate expenses remained constant at 4.7% in the first
quarter of 1998 compared with the first quarter of 1997. SunSource Industrial
Services Company's operating profit margin declined to 6.5% in 1998 from 7.2%
in 1997, primarily reflecting slow first quarter 1998 sales growth, as well as
by increased selling expenses at SIMCO - Expediter as indicated above. Hillman
improved its operating profit margin significantly in 1998 to 8.3% from 5.2%
in 1997 due to increased sales and gross profit margin improvement from better
purchasing management in 1998 as previously discussed. Harding's operating
profit margin improved in 1998 to 0.1% from a negative 1.0% in 1997 due to
improved sales resulting from significant investments in sales and marketing
efforts over the last twelve months and better operating expense control,
offset by a decline in gross profit margin due to sales mix as previously
discussed.
Under partnership form, the management fee due the general partner amounted to
$3.3 million annually, of which $0.8 million was expensed in the 1997 period.
As a result of the Conversion, the management fee is retained by a
wholly-owned subsidiary of the Company and is eliminated in consolidation.
The Company pays interest to the Trust on the Junior Subordinated Debentures
underlying the Trust Preferred Securities in the amount of 11.6% per annum on
their face amount of $105.4 million, or $12.2 million. The Trust distributes
an equivalent amount to the holders of the Trust Preferred Securities. For the
three months ended March 31, 1998, the interest paid by the Company and the
distributions made by the Trust amounted to $3.1 million.
Page 14 of 18
The Company is subject to federal, state and local income taxes on its
domestic operations and foreign income taxes on its Canadian and Mexican
operations as accounted for in accordance with Statement of Financial
Accounting Standard ("SFAS") 109, "Accounting for Income Taxes". The Company's
combined effective tax rate was 45.0% for the three months ended March 31,
1998. Deferred income taxes represent differences between the financial
statement and tax bases of assets and liabilities as classified on the
Company's balance sheet.
After giving effect to the Offering in the 1998 period, the Conversion and
debt refinancing at September 30, 1997, and non-recurring items in the 1997
period, pro forma net income for the three months ended March 31, 1998, was
$1.8 million or $.25 per Common Share, an increase of 17.6% above the
comparable 1997 net income of $1.5 million or $.21 per Common Share. Pro forma
adjustments for the Offering reflect the benefits of interest savings as a
result of proceeds from the Offering used to reduce debt, offset by the
dilutive effects of the 796,408 shares sold by the Company in the Offering.
Liquidity and Capital Resources
Net cash provided by operations was $0.8 million for the three months ended
March 31, 1998, compared with net cash used for operations of $2.1 million for
1997, an increase of $2.9 million. This increase was due primarily to
decreased working capital investment in operations in the comparison period of
approximately $5.8 million and an increase in non-cash charges of $0.1, offset
by decreased net income of $3.0 million. The Company's net interest coverage
ratio on a pro forma basis for the three months ended March 31, 1998 was 1.75x
(earnings before interest, distributions on Trust Preferred Securities and
income taxes over net interest expense and distributions on Trust Preferred
Securities), compared with 1.60x in the 1997 period.
The Company's cash position of $21.0 million as of March 31, 1998, increased
$15.4 million from the balance at December 31, 1997. Cash was provided during
this period primarily from operations ($0.8 million), and net proceeds from
the Offering ($20.9 million). Cash was used during this period predominantly
for cash distributions to the public investors ($2.7 million), capital
expenditures ($1.0 million), net repayments on revolver and other credit
facilities ($2.3 million) and other items, net ($0.3 million).
The Company's working capital position of $141.3 million at March 31, 1998,
represents an increase of $20.4 million from the December 31, 1997 level of
$120.9 million, primarily due to the proceeds from the Offering. The Company's
current ratio improved to 2.57x at March 31, 1998 from 2.41x at December 31,
1997, principally due to the increase in cash.
As of March 31, 1998, the Company had $56.8 million available under its credit
facilities. The Company had $91.7 million of outstanding long-term debt at
March 31, 1998, consisting of the $60.0 million Senior Note, bank borrowings
totaling $31.0 million, and capitalized lease obligations of $0.7 million. On
April 4, 1998, the Company utilized its excess cash to repay an $18.0 million
one-month LIBOR loan on its bank revolver. An indirect, wholly-owned Canadian
subsidiary of the Company had a $2.5 million Canadian dollar line of credit
for working capital purposes, of which no amount was outstanding at March 31,
1998.
Page 15 of 18
As of March 31, 1998, the Company's total debt (including distributions
payable) as a percentage of its consolidated capitalization (total debt, Trust
Preferred Securities and stockholders' equity) was 40.2% compared with 45.6%
as of December 31, 1997. The Company's consolidated capitalization (including
distributions payable) as of March 31, 1998, was $228.9 million compared to
$212.1 million at December 31, 1997.
The Company anticipates spending $4.1 million for capital expenditures in
1998, primarily for warehouse improvements, machinery and equipment and
computer hardware and software.
The Company paid $2.1 million on February 27, 1998, for remaining tax
distributions due to Class B interest holders of the predecessor partnership,
related to taxable income for the nine months ended September 30, 1997.
The Board of Directors of the Company declared on December 10, 1997, a cash
dividend of $0.10 per Common Share which was paid on January 6, 1998, to
holders of record as of December 22, 1997. On March 25, 1998, the Board of
Directors declared a dividend of $0.10 per Common Share which was paid on
April 10, 1998 to holders of record as of April 6, 1998. The Company expects
to declare future quarterly dividends on the Common Shares to aggregate $0.40
per Common Share annually, subject to the discretion of its Board of Directors
and dependent upon, among other things, the Company's future earnings,
financial condition, capital requirements, funds needed for acquisitions,
level of indebtedness, contractual restrictions and other factors that the
Board of Directors deems relevant.
The Company has deferred tax assets aggregating $15.5 million as of March 31,
1998, as determined in accordance with SFAS 109. Management believes that the
Company's deferred tax assets will be realized through the reversal of
existing temporary differences between the financial statement and tax bases,
as well as through future taxable income.
Page 16 of 18
PART II
OTHER INFORMATION
Items 1, 2, 3, & 5 - None
Item 4 - Submission of Matters to a Vote of Security Holders
- - -------------------------------------------------------------
The Company held its Annual Meeting of Stockholders on April 28, 1998 to
consider and take action on the following:
1. Election of directors.
2. Approval of the 1998 Equity Compensation Plan.
3. Approval of the Stock Compensation Plan for Non-Employee
Directors.
The items listed above are discussed in detail in the Company's Proxy
Statement filed on April 7, 1998. The voting results for each of these items
are as follows:
1. Election of directors:
Votes For Withheld
--------- --------
O. Gordon Brewer, Jr. 5,200,789 67,639
Norman V. Edmonson 5,203,176 65,252
Arnold S. Hoffman 5,204,101 64,327
Robert E. Keith, Jr. 5,203,001 65,427
Donald T. Marshall 5,204,401 64,027
John P. McDonnell 5,203,836 64,592
Donald A. Scott 5,203,751 64,677
Votes Votes Broker
For Against Abstain Non-votes
----- ------- ------- ---------
2. Approval of the 1998 Equity
Compensation Plan 2,817,749 1,008,615 22,364 1,419,700
3. Approval of the Stock
Compensation Plan for
Non-employee Directors 3,620,267 187,154 41,317 1,419,690
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 10.1 - SunSource Inc. 1998 Equity Compensation Plan
Exhibit 10.2 - SunSource Inc. Stock Compensation Plan for
Non-Employee Directors.
(b) A report on form 8-K dated February 27, 1998, was filed on March 2,
1998, including under Item 5, financial statements of the Company
for the year ended December 31, 1997.
Page 17 of 18
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.
SUNSOURCE INC.
- - -------------------------- ---------------------------
Joseph M. Corvino John J. Dabrowski
Vice President - Finance Controller
(Chief Financial Officer) (Chief Accounting Officer)
DATE: May 15, 1998
Page 18 of 18