1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 -------------------------------------- or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the transition period from to ------------ ------------------------ Commission file number: 0-24956 ASSOCIATED MATERIALS INCORPORATED - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 75-1872487 - -------------------------------------------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation of Organization) (I.R.S. Employer Identification No.) 2200 Ross Avenue, Suite 4100 East, Dallas, Texas 75201 - -------------------------------------------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (214) 220-4600 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Indicate by check X whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 ----- ----- Shares of Common Stock, $.0025 par value outstanding at May 2, 2000: 6,475,755 Shares of Class B Common Stock, $.0025 par value outstanding at May 2, 2000: 1,550,000 2 ASSOCIATED MATERIALS INCORPORATED FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000 Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets................................................................................ 1 March 31, 2000 (Unaudited) and December 31, 1999 Statements of Operations (Unaudited).......................................................... 2 Quarter ended March 31, 2000 and 1999 Statements of Cash Flows (Unaudited).......................................................... 3 Quarter ended March 31, 2000 and 1999 Notes to Financial Statements (Unaudited)..................................................... 4 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition............................................................. 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk............................... 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K......................................................... 9 SIGNATURES.......................................................................................... 10 3 Part I. Financial Information Item 1. Financial Statements ASSOCIATED MATERIALS INCORPORATED BALANCE SHEETS (In Thousands, Except Share Data) March 31, December 31, 2000 1999 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents ............................... $ 2,311 $ 3,432 Accounts receivable, net ................................ 53,863 52,583 Inventories ............................................. 77,656 69,651 Income taxes receivable ................................. -- 226 Other current assets .................................... 5,348 3,872 ------------ ------------ Total current assets ....................................... 139,178 129,764 Property, plant and equipment, net ......................... 73,139 71,682 Investment in Amercord Inc. ................................ 2,393 2,393 Other assets ............................................... 2,420 2,457 ------------ ------------ Total assets ............................................... $ 217,130 $ 206,296 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank overdrafts ......................................... $ 5,592 $ -- Accounts payable ........................................ 24,337 16,933 Accrued liabilities ..................................... 15,775 26,953 Revolving line of credit ................................ 7,671 -- Income taxes payable .................................... 606 -- ------------ ------------ Total current liabilities .................................. 53,981 43,886 Deferred income taxes ...................................... 2,269 2,236 Other liabilities .......................................... 5,764 5,848 Long-term debt ............................................. 75,000 75,000 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value: Authorized shares - 100,000 at March 31, 2000 and December 31, 1999 Issued shares - 0 at March 31, 2000 and December 31, 1999 ................................. -- -- Common stock, $.0025 par value: Authorized shares - 15,000,000 Issued shares - 7,024,666 at March 31, 2000 and at December 31, 1999 ....................... 17 17 Common stock, Class B, $.0025 par value: Authorized and issued shares - 1,550,000 at March 31, 2000 and December 31, 1999 ........... 4 4 Less: Treasury stock, at cost - 555,396 shares at March 31, 2000 and at December 31, 1999 ........... (6,626) (6,626) Capital in excess of par ............................. 13,154 13,154 Retained earnings .................................... 73,567 72,777 ------------ ------------ Total stockholders' equity ........................... 80,116 79,326 ------------ ------------ Total liabilities and stockholders' equity ................. $ 217,130 $ 206,296 ============ ============ -1- 4 ASSOCIATED MATERIALS INCORPORATED STATEMENTS OF OPERATIONS (Unaudited) (In Thousands, Except Per Share Data) Quarter Ended March 31, ------------------------- 2000 1999 ---------- ---------- Net sales ........................................ $ 102,506 $ 84,597 Cost of sales .................................... 73,913 59,442 ---------- ---------- 28,593 25,155 Selling, general and administrative expense ...... 24,283 21,895 ---------- ---------- Income from operations ........................... 4,310 3,260 Interest expense ................................. 1,724 1,679 ---------- ---------- 2,586 1,581 Equity in loss of Amercord Inc. .................. -- (228) ---------- ---------- Income before income taxes ....................... 2,586 1,353 Income tax expense ............................... 995 553 ---------- ---------- Net income ....................................... $ 1,591 $ 800 ========== ========== Earnings Per Common Share - Basic: Net income per common share ...................... $ 0.20 $ 0.10 ========== ========== Earnings Per Common Share - Assuming Dilution: Net income per common share ...................... $ 0.19 $ 0.09 ========== ========== -2- 5 ASSOCIATED MATERIALS INCORPORATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Quarter Ended March 31, -------------------------- 2000 1999 ---------- ---------- OPERATING ACTIVITIES Net income ................................................. $ 1,591 $ 800 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization ........................ 2,370 1,999 Deferred income taxes ................................ 33 319 Equity in loss of Amercord Inc. ...................... -- 228 Loss on sale of assets ............................... 5 -- Changes in operating assets and liabilities: Accounts receivable, net .......................... (1,280) (1,048) Inventories ....................................... (8,005) (3,154) Income taxes receivable/payable ................... 832 (282) Bank overdrafts ................................... 5,592 2,393 Accounts payable and accrued liabilities .......... (3,774) (2,153) Other assets and liabilities ...................... (1,592) (501) ---------- ---------- Net cash used by operating activities ...................... (4,228) (1,399) INVESTING ACTIVITIES Proceeds from sale of assets ............................... 31 15 Additions to property, plant and equipment ................. (3,794) (7,997) ---------- ---------- Net cash used by investing activities ...................... (3,763) (7,982) FINANCING ACTIVITIES Net increase in revolving line of credit ................... 7,671 -- Principal payments on long-term debt ....................... -- (450) Dividends paid ............................................. (801) (845) Treasury stock acquired .................................... -- (2,459) Options exercised .......................................... -- 30 ---------- ---------- Net cash provided by (used by) financing activities ........ 6,870 (3,724) Net decrease in cash ....................................... (1,121) (13,105) Cash at beginning of period ................................ 3,432 14,964 ---------- ---------- Cash at end of period ...................................... $ 2,311 $ 1,859 ========== ========== Supplemental information: Cash paid for interest ..................................... $ 3,545 $ 3,544 ========== ========== Net cash paid for income taxes ............................. $ 580 $ 1,116 ========== ========== -3- 6 ASSOCIATED MATERIALS INCORPORATED NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2000 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The unaudited financial statements of Associated Materials Incorporated (the "Company") for the quarter ended March 31, 2000 have been prepared in accordance with generally accepted accounting principles for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year. NOTE 2 - INVENTORIES Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands): March 31, December 31, 2000 1999 ------------ ------------ Raw materials .................................... $ 21,726 $ 20,043 Work in process .................................. 6,803 5,937 Finished goods and purchased stock ............... 49,127 43,671 ------------ ------------ $ 77,656 $ 69,651 ============ ============ NOTE 3 - STOCKHOLDERS' EQUITY Under its stock repurchase program, the Company is authorized to purchase up to 800,000 shares of common stock in open market transactions. The Company did not purchase any shares of its common stock during the first quarter of 2000. -4- 7 NOTE 4 - EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per share: Quarter Ended March 31, ------------------------- 2000 1999 ---------- ---------- Numerator: Numerator for basic and diluted earnings per common Share - earnings ..................................... $ 1,591 $ 800 Denominator: Denominator for basic earnings per common share - Weighted-average shares .............................. 8,019 8,340 Effect of dilutive securities: Employee stock options ............................... 219 152 ---------- ---------- Denominator for diluted earnings per common share - Adjusted weighted-average shares ..................... 8,238 8,492 Basic earnings per common share ............................ $ 0.20 $ 0.10 ========== ========== Diluted earnings per common share .......................... $ 0.19 $ 0.09 ========== ========== Options to purchase 90,000 and 140,000 shares of common stock were excluded from the calculation of weighted average shares outstanding for the quarter ended March 31, 2000 and March 31, 1999, respectively, because the average exercise price of these shares was higher than the average market price of the common stock during the period. -5- 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999 The table below sets forth for the periods indicated certain items of the Company's financial statements by segment: Quarter Ended March 31, ----------------------------------------------------------------- 2000 1999 ------------------------------ ------------------------------ Percentage of Percentage of Amount Total Net Sales Amount Total Net Sales ------------ --------------- ------------ --------------- Total Company: Net sales - Alside .................. $ 86,636 84.5% $ 74,109 87.6% Net sales - AmerCable ............... 15,870 15.5 10,488 12.4 ------------ ------------ ------------ ------------ Total net sales .................. 102,506 100.0 84,597 100.0 Gross profit ........................ 28,593 27.9 25,155 29.7 Selling, general and administrative expense (1) ....... 24,283 23.7 21,895 25.9 ------------ ------------ ------------ ------------ Income from operations .............. $ 4,310 4.2% $ 3,260 3.8% ============ ============ ============ ============ Alside: Net sales ........................... $ 86,636 100.0% $ 74,109 100.0% Gross profit ........................ 25,498 29.4 23,155 31.2 Selling, general and administrative expense ........... 21,749 25.1 19,815 26.7 ------------ ------------ ------------ ------------ Income from operations .............. $ 3,749 4.3% $ 3,340 4.5% ============ ============ ============ ============ AmerCable: Net sales ........................... $ 15,870 100.0% $ 10,488 100.0% Gross profit ........................ 3,095 19.5 2,000 19.1 Selling, general and administrative expense ........... 1,571 9.9 1,194 11.4 ------------ ------------ ------------ ------------ Income from operations .............. $ 1,524 9.6% $ 806 7.7% ============ ============ ============ ============ (1) Consolidated selling, general and administrative expenses include corporate expenses of $963,000 and $886,000 for the quarter ended March 31, 2000 and 1999, respectively. Overview Strong performances by the Company's Alside and AmerCable divisions resulted in the best first quarter results in the Company's history. The Company's net sales increased 21.2% to $102.5 million for the quarter ended March 31, 2000 as compared to $84.6 million for the same period in 1999, while income from operations increased 32.2% to $4.3 million as compared to the 1999 period. The Company's net income was $1.6 million, or $0.19 per share, for the first quarter of 2000 as compared to $800,000, or $.09 per share, for the same period in 1999 due to higher income from operations and the reduction of nonoperating losses from Amercord, which is now accounted for using the cost method. The Company's results of operations are primarily affected by its Alside division, which accounted for more than 86% of the Company's annual net sales in each of the last three years. Because most of Alside's building products are intended for exterior use, Alside's sales and operating profits tend to be lower during periods of -6- 9 inclement weather. Weather conditions in the first quarter of each calendar year historically result in that quarter producing significantly less sales revenue than in any other period of the year. As a result, the Company has historically had losses or small profits in the first quarter and reduced profits in the fourth quarter of each calendar year due to the significant impact of Alside on the Company's performance. ALSIDE. Alside's net sales increased 16.9% to $86.6 million for the quarter ended March 31, 2000 as compared to $74.1 million for the same period in 1999 due primarily to a higher sales volume of vinyl siding and higher selling prices implemented to offset higher vinyl resin costs. Higher sales volume of vinyl fence and cabinets also contributed to strong sales in the first quarter. Gross profit as a percentage of sales decreased to 29.4% for the 2000 period as compared to 31.2% for the same period in 1999 due to higher vinyl resin and transportation costs as well as higher operational costs at the Freeport, Texas vinyl siding facility due to seasonal inefficiencies. Selling, general and administrative expense increased $1.9 million to $21.7 million primarily due to higher personnel costs. Included in selling, general and administrative expense is an $850,000 gain recorded by Alside upon the demutualization of one of its insurance providers. Income from operations increased 12.2% to $3.7 million for the 2000 period as compared to $3.3 million for the same period in 1999. AMERCABLE. Net sales increased 51.3% to $15.9 million for the quarter ended March 31, 2000 as compared to $10.5 million for the same period in 1999 primarily due to higher sales volume of industrial cable products. Gross profit as a percentage of sales increased to 19.5% for the 2000 period as compared to 19.1% for the same period in 1999 due to improved fixed cost absorption resulting from higher production volume which was partially offset by a less favorable product mix. Selling, general and administrative expense decreased as a percentage of sales but increased $377,000 to $1.6 million due to higher personnel costs. Income from operations increased $718,000 or 89% to $1.5 million for the period ended March 31, 2000 as compared to $806,000 for the same period in 1999. OTHER. Net interest expense increased $45,000 or 2.7% for the first quarter of 2000 compared with the same period in 1999 due to an increase in the Company's average short-term borrowings and a decrease in investment interest income. The Company recorded interest income of $97,000 for the quarter ended March 31, 2000. In the fourth quarter of 1999, Amercord was recapitalized. In this transaction, the Company reduced its ownership in Amercord from 50.0% to 9.9%. The Company currently accounts for Amercord using the cost method of accounting. Prior to Amercord's recapitalization, the Company accounted for Amercord using the equity method of accounting. The Company recorded a loss of $228,000 on its equity in the losses of Amercord during the first quarter of 1999. LIQUIDITY AND CAPITAL RESOURCES Borrowings under the Company's existing credit facility were $7.7 million at March 31, 2000, excluding outstanding letters of credit totaling $1.6 million securing various insurance letters of credit. At March 31, 2000 the Company had an available borrowing capacity of approximately $40.7 million. Net cash used by operations was $4.2 million in the quarter ended March 31, 2000 compared with $1.4 million in the same period in 1999. The increase in cash used by operations for the 2000 period was due primarily to higher inventory levels. Inventory levels increased at Alside due to higher sales, an increase in the number of Supply Centers and the addition of the new Freeport vinyl siding plant. AmerCable's inventory balances increased due to higher sales. Capital expenditures totaled $3.8 million for the quarter ended March 31, 2000, compared with $8.0 million during the same period in 1999. Expenditures in the 2000 period were used primarily to increase extrusion capacity at Alside and increase capacity and processing efficiencies at AmerCable. The Company has guaranteed a $3.0 million note secured by Amercord's real property. Should the guarantee be exercised by Amercord's lender, the Company and Ivaco have the option to assume the loan. Ivaco has indemnified the Company for 50% of any loss under the guarantee. -7- 10 The Company believes the future cash flows from operations and its borrowing capacity under its existing credit agreement will be sufficient to satisfy its obligations to pay principal and interest on its outstanding debt, maintain current operations, provide sufficient capital for presently anticipated capital expenditures and fund its stock repurchase program. However, there can be no assurances that the cash so generated by the Company will be sufficient for these purposes. EFFECTS OF INFLATION The Company believes that the effects of inflation on its operations have not been material during the past two years. Inflation could adversely affect the Company if inflation results in significantly higher interest rates or substantial weakness in economic conditions. Alside's principal raw material, vinyl resin, has been subject to rapid price changes. Alside has historically been able to pass on price increases to its customers. No assurances can be given that Alside will be able to pass on any price increases in the future. CERTAIN FORWARD-LOOKING STATEMENTS This report contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the beliefs of, and estimates and assumptions made by and information currently available to, the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect," "intend," and similar words, as they relate to the Company or the Company's management, identify forward-looking statements. These statements reflect the current views of the Company's management regarding the operations and results of operations of the Company as well as its customers and suppliers, including as a result of the availability of consumer credit, interest rates, employment trends, changes in levels of consumer confidence, changes in consumer preferences, national and regional trends in new housing starts, raw material costs, pricing pressures, shifts in market demand and general economic conditions. These statements are subject to certain risks and uncertainties. Certain factors that might cause a difference are discussed in more detail in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Should one or more of these risks or uncertainties occur, or should management's assumptions or estimates prove incorrect, actual results and events may vary materially from those discussed in the forward-looking statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is subject to commodity price risk, interest rate risk and foreign currency exchange rate risk. The Company has experienced no significant changes in market risk during the first quarter of 2000. The Company's market risk is described in more detail in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. -8- 11 Part II Other Information Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 4.1 - Assumption Agreement, effective as of February 16, 2000, by PCG Finance Company II, LLC. 10.1 - Agreement, dated as of December 18, 1999, between Michael Caporale, Jr. and the Company. 27 - Financial Data Schedule. (b) Reports on Form 8-K During the quarter ended March 31, 2000, Associated Materials Incorporated filed no Current Reports on Form 8-K. -9- 12 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. ASSOCIATED MATERIALS INCORPORATED --------------------------------- (Registrant) Date: May 2, 2000 By: /s/ Robert L. Winspear -------------------------------------------- Robert L. Winspear Vice President and Chief Financial Officer Date: May 2, 2000 /s/ Robert L. Winspear -------------------------------------------- Robert L. Winspear Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -10- 13 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 4.1 Assumption Agreement, effective February 16, 2000, by PCG Finance Company II, LLC. 10.1 Agreement, dated as of December 18, 1999, between Michael Caporale, Jr. and the Company. 27 Financial Data Schedule.