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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 June 30, 1997
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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: 333-20095
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ATRIUM COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-2642488
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1341 W. MOCKINGBIRD LANE, SUITE 1200W, DALLAS, TEXAS 75247, (214) 630-5757
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(Address of principal executive offices, including zip code and
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
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ATRIUM COMPANIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 1997
INDEX
Page
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PART I. FINANCIAL INFORMATION
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Item 1. Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996 ........... 3
Consolidated Statements of Income for the Three and Six Months Ended
June 30, 1997 and 1996 ....................................................... 4-5
Consolidated Statement of Stockholder's Equity (Deficit) for the Six Months
Ended June 30, 1997 .......................................................... 6
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
1997 and 1996 ................................................................ 7
Notes to Consolidated Financial Statements ...................................... 8-11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................... 12-13
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings ............................................................... 14
Items 2, 3, 4 and 5 are not applicable
Item 6. Exhibits and Reports on Form 8-K ................................................ 14
Signatures ............................................................................... 14
Exhibit Index ............................................................................ 15
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ATRIUM COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
1997 1996
--------- -----------
ASSETS (UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents ................................. $ 108 $ 617
Equity securities - available for sale .................... 117 --
Accounts receivable, net .................................. 26,799 21,975
Inventories ............................................... 19,719 13,474
Prepaid expenses and other current assets ................. 1,887 1,765
Deferred tax asset ........................................ 2,367 2,555
--------- ---------
Total current assets ................................... 50,997 40,386
PROPERTY, PLANT, AND EQUIPMENT, net .......................... 14,279 13,970
GOODWILL, net ................................................ 12,088 11,963
DEFERRED FINANCING COSTS, net ................................ 5,270 5,173
OTHER ASSETS ................................................. 3,716 3,258
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Total assets .......................................... $ 86,350 $ 74,750
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable .......................................... $ 12,910 $ 8,528
Accrued liabilities ....................................... 7,589 6,580
--------- ---------
Total current liabilities .............................. 20,499 15,108
LONG-TERM LIABILITIES:
Notes payable ............................................. 102,447 100,000
Deferred tax liability .................................... 844 818
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Total long-term liabilities ............................ 103,291 100,818
--------- ---------
Total liabilities ...................................... 123,790 115,926
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock $.01 par value, 3,000 shares authorized,
100 shares issued and outstanding ...................... -- --
Paid-in capital ........................................... 32,335 31,936
Accumulated deficit ....................................... (69,785) (73,112)
Unrealized gain on equity securities - available for sale . 10 --
--------- ---------
Total stockholder's deficit ............................ (37,440) (41,176)
--------- ---------
Total liabilities and stockholder's deficit ......... $ 86,350 $ 74,750
========= =========
The accompanying notes are an integral part of the
consolidated financial statements.
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ATRIUM COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1997 1996
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NET SALES ............................................... $47,431 $40,976
COST OF GOODS SOLD ...................................... 29,814 26,798
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Gross profit ......................................... 17,617 14,178
OPERATING EXPENSES:
Selling, delivery, general and administrative expenses 10,761 8,779
Stock option compensation expense .................... 151 124
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10,912 8,903
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Income from operations .................................. 6,705 5,275
INTEREST EXPENSE ........................................ 2,813 985
OTHER INCOME (EXPENSE), net ............................. 1,092 175
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Income before income taxes ........................... 4,984 4,465
PROVISION FOR INCOME TAXES .............................. 1,758 1,630
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NET INCOME .............................................. $ 3,226 $ 2,835
======= =======
The accompanying notes are an integral part of the
consolidated financial statements.
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ATRIUM COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1997 1996
------- -------
NET SALES ............................................... $85,277 $74,405
COST OF GOODS SOLD ...................................... 54,379 49,081
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Gross profit ......................................... 30,898 25,324
OPERATING EXPENSES:
Selling, delivery, general and administrative expenses 20,815 16,167
Stock option compensation expense .................... 203 248
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21,018 16,415
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Income from operations ............................ 9,880 8,909
INTEREST EXPENSE ........................................ 5,594 2,057
OTHER INCOME (EXPENSE), net ............................. 1,037 395
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Income before income taxes ........................ 5,323 7,247
PROVISION FOR INCOME TAXES .............................. 1,886 2,571
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NET INCOME .............................................. $ 3,437 $ 4,676
======= =======
The accompanying notes are an integral part of the
consolidated financial statements.
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ATRIUM COMPANIES, INC.
CONSOLIDATED STATEMENT OF
STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
Unrealized
Gain on Equity
Common Stock Securities- Total
-------------- Paid-in Accumulated Available Stockholder's
Shares Amount Capital Deficit for Sale Deficit
------ ------ ------- ----------- -------------- -------------
Balance, December 31, 1996 ............. 100 $- $31,936 $(73,112) $-- $(41,176)
Contributions from Holding ........... -- - 196 -- -- 196
Distributions to Holding ............. -- - -- (110) -- (110)
Stock option compensation expense .... -- - 203 -- -- 203
Unrealized gain on equity securities -
available for sale ................. -- - -- -- 10 10
Net income ........................... -- - -- 3,437 -- 3,437
--- -- ------- -------- --- --------
Balance, June 30, 1997 ................. 100 $- $32,335 $(69,785) $10 $(37,440)
=== == ======= ======== === ========
The accompanying notes are an integral part of the
consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...................................................... $ 3,437 $ 4,676
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ................................ 1,533 945
Amortization of deferred financing costs ..................... 322 138
Gain on retirement of assets ................................. (9) --
Gain on sale of equity securities ............................ (2) --
Stock option compensation expense ............................ 203 248
Deferred tax provision ....................................... 214 --
Changes in assets and liabilities:
Accounts receivable, net .................................. (4,824) (5,176)
Inventories ............................................... (6,245) 2,118
Prepaid expenses and other current assets ................. (122) 529
Accounts payable .......................................... 4,382 1,741
Accrued liabilities ....................................... 1,009 126
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Net cash provided by (used in) operating activities .... (102) 5,345
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment ...................... (1,259) (1,649)
Proceeds from sale of assets .................................... 11 --
Purchases of equity securities .................................. (480) --
Proceeds from sale of equity securities ......................... 375 --
Increase in other assets ........................................ (1,168) (1,191)
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Net cash used in investing activities ........................ (2,521) (2,840)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit facility .................. 2,447 --
Payment of notes payable ........................................ -- (2,654)
Deferred financing costs ........................................ (419) 51
Contributions from Holding ...................................... 196 --
Distributions to Holding ........................................ (110) --
Capital contributions ........................................... -- 13
------- -------
Net cash provided by (used in) financing activities .......... 2,114 (2,590)
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NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (509) (85)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................... 617 85
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................... $ 108 $ --
======= =======
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period for:
Interest ..................................................... $ 4,915 $ 1,961
Income taxes, net of refunds ................................. (1,229) 2,329
The accompanying notes are an integral part of the
consolidated financial statements.
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ATRIUM COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
1. BASIS OF PRESENTATION:
The unaudited consolidated results of operations of Atrium Companies, Inc. (the
"Company") for the three months and six months ended June 30, 1997 and 1996,
cash flows for the six months ended June 30, 1997 and 1996 and financial
position as of June 30, 1997 and December 31, 1996 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 consolidated financial statements and footnotes should be read in
conjunction with the Company's audited financial statements for the fiscal
years ended December 31, 1996, 1995 and 1994 included in the Prospectus dated
April 4, 1997 included in the Company's Registration Statement on Form S-4
(Registration No. 333-20095) as filed with the Securities and Exchange
Commission ("the Registration Statement"). 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. Certain prior period
amounts have been reclassified to conform with the current period presentation.
2. EQUITY SECURITIES - AVAILABLE FOR SALE:
Investments in equity securities - available for sale are carried at market
based on quoted market prices, with unrealized gains (losses) recorded in
stockholder's equity.
3. INVENTORIES:
Inventories are valued at the lower of cost or market using the last-in,
first-out (LIFO) method of accounting. Work-in-process and finished goods
inventories consist of materials, labor, and manufacturing overhead.
Inventories consisted of the following at June 30, 1997:
Raw materials ................ $ 15,740
Work-in-process .............. 867
Finished goods ............... 4,667
--------
21,274
LIFO reserve ................. (1,555)
--------
$ 19,719
========
4. NOTES PAYABLE:
Notes payable consisted of the following at June 30, 1997:
Senior subordinated notes .... $100,000
Revolving credit facility .... 2,447
--------
$102,447
========
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5. CONTINGENCIES:
The Company is party to various claims, legal actions, and complaints arising
in the ordinary course of business. In the opinion of management, all such
matters are without merit or are of such kind, or involve such amounts, that an
unfavorable disposition would not have a material adverse effect on the
financial position, results of operations or liquidity of the Company.
The Company was named in 1988 as a potentially responsible party ("PRP") in two
superfund sites pursuant to the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended ("CERCLA") (the Chemical
Recycling, Inc. site in Wylie, Texas, and the Diaz Refinery site in Little
Rock, Arkansas). The Company believes that based on the information currently
available, including the substantial number of other PRP's and relatively small
share allocated to it at such sites, its liability, if any, associated with
either of these sites will not have a material adverse effect on the Company's
financial position, results of operations or liquidity.
6. OTHER INCOME (EXPENSE), NET:
Other income (expense), net consisted of the following for the three months and
six months ended June 30, 1997:
Three Months Six Months
Ended Ended
June 30, 1997 June 30, 1997
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Insurance settlement........................... $1,193 $1,193
Other.......................................... (101) (156)
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$1,092 $1,037
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7. SUBSIDIARY GUARANTORS:
In connection with the Note offering, the Company's payment obligations under
the Notes are fully and unconditionally guaranteed, jointly and severally
(collectively, the Subsidiary Guarantees) on a senior subordinated basis by its
wholly-owned subsidiaries: Vinyl Building Specialties of Connecticut, Inc.
(VBS), Bishop Manufacturing Co. of New York, Inc., Bishop Manufacturing
Company, Incorporated (BMC) and Bishop Manufacturing Company of New England,
Inc. (collectively, Bishop) and H-R Window Supply, Inc. (H-R) (collectively,
the Subsidiary Guarantors). The Company has no nonguarantor direct or indirect
subsidiaries. The information presented below is included in the Company's
consolidated balance sheets and statements of income for the periods presented
except for Bishop for the three months and six months ended June 30, 1996, as
it was acquired on September 30, 1996. Effective May 31, 1997, all of the
assets and related liabilities (which represented the respective receivables
and payables) of H-R were contributed to Atrium Companies, Inc. Subsequent to
June 30, 1997, H-R purchased the assets of the Western Window Division of
Gentek Building Products, Inc. (see Note 7 - Subsequent Events). Additionally,
effective June 30, 1997, VBS was merged with and into BMC. VBS had no assets or
operations during 1997 or 1996. In the opinion of management, separate
financial statements of the respective Subsidiary Guarantors would not provide
additional material information which would be useful in assessing the
financial composition of the Subsidiary Guarantors. No single Subsidiary
Guarantor has any significant legal restrictions on the ability of investors or
creditors to obtain access to its assets in event of default on the Subsidiary
Guarantee other than its subordination to senior indebtedness described above.
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Following is summarized financial information pertaining to these Subsidiary
Guarantors:
H-R Window Supply, Inc.:
June 30, December 31,
1997 1996
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Current assets................................ $ -- $ 230
Noncurrent assets............................. -- --
Current liabilities........................... -- 139
Noncurrent liabilities........................ -- --
Three Months Ended June 30,
---------------------------
1997 1996
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Net sales...................................... $ 190 $ 203
Gross profit................................... 128 132
Net income from continuing operations.......... 36 51
Six Months Ended June 30,
---------------------------
1997 1996
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Net sales ..................................... $ 450 $ 379
Gross profit .................................. 297 239
Net income from continuing operations.......... 85 78
Bishop:
June 30, December 31,
1997 1996
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Current assets................................. $ 8,084 $ 7,709
Noncurrent assets.............................. 13,331 13,242
Current liabilities............................ 1,231 996
Noncurrent liabilities......................... -- --
Three Months Ended June 30,
---------------------------
1997 1996
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Net sales..................................... $ 3,235 $ 3,306
Gross profit.................................. 1,304 1,775
Net income from continuing operations......... 234 700
Six Months Ended June 30,
---------------------------
1997 1996
------------ ------------
Net sales..................................... $ 5,744 $ 6,231
Gross profit.................................. 2,244 3,048
Net income from continuing operations......... 229 979
The Notes and the Subsidiary Guarantees are subordinated to all existing and
future Senior Indebtedness of the Company. The indenture governing the Notes
contains limitations on the amount of additional indebtedness (including Senior
Indebtedness) which the Company may incur. As of June 30, 1997, the maximum
amount of Senior Indebtedness the Company and its Subsidiary Guarantors
collectively, and in the aggregate, could incur was $45,000.
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8. SUBSEQUENT EVENTS:
On June 24, 1997, the Company's parent, Atrium Corporation (Holding), announced
the merger of a subsidiary of Holding with and into Ply Gem Industries, Inc.
The transaction was valued at approximately $482,000 and under the terms of the
agreement, Ply Gem shareholders would receive $18.75 per share in cash. On July
18, 1997, Holding was notified of an intention to terminate the merger
agreement as a result of an offer from Nortek, Inc. of $19.50 per share. On
July 24, 1997, the merger agreement was terminated.
On July 1, 1997, the Company purchased through its wholly-owned subsidiary, H-R
Window Supply, Inc., the assets of the Western Window Division of Gentek
Building Products, Inc., located in Anaheim, California. The purchase price was
approximately $6,500 and was funded from borrowings under the Company's
revolving credit facility. The transaction will be accounted for under the
purchase method of accounting.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS AND RISK FACTORS
From time to time, the Company issues statements in public filings (including
this Form 10-Q) or press releases, or officers of the Company make public oral
statements with respect to the Company that may be considered forward looking
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934. This Quarterly Report on Form 10-Q contains
certain forward looking statements. Actual results could differ materially from
those projected in the forward-looking statements due to a number of factors,
including but not limited to the demand for new home construction, interest
rates, job formation, migration of the inter/intra-U.S. population, the
competitive environment for the Company's products and services, the timing of
new orders, the degree of market penetration of the Company's new products and
other factors set forth herein or in the Registration Statement and other
documents filed by the Company with the Securities and Exchange Commission.
RECENT DEVELOPMENTS
On January 15, 1997, the Company experienced a fire at its Extruders facility
located in Wylie, Texas. The fire damaged one of the Company's paint lines
related to the painting of extruded metals. This paint line has been repaired
and is in normal production. The Company has received $1,147 related to the
damaged property and equipment from its respective insurance carrier. The
Company also experienced significant increased costs related to the fire and
related business interruptions including: direct labor in assuring production
was complete, additional delivery expense from shipping to alternative sites,
additional scrap related to quality control inefficiencies, and other
inefficient production processes. The Company maintains business interruption
insurance and, accordingly, submitted a loss claim in May which was settled in
July for $1,193. This amount is included in the Company's operations for the
three months and six months ended June 30, 1997 (see RESULTS OF OPERATIONS
Other Income).
RESULTS OF OPERATIONS
The operations of the Company are cyclical in nature and generally result in
significant increases during the peak building season during the second and
third quarters of the year. Accordingly, results of operations for the three
months and six months ended June 30, 1997 are not necessarily indicative of
results expected for the full year.
Net Sales. Net Sales increased by $6,455 from $40,976 during the second quarter
of 1996 to $47,431 during the second quarter of 1997 and $10,872 from $74,405
during the first six months of 1996 to $85,277 during the first six months of
1997. The increase was primarily due to sales of $4,536 and $7,931 during the
second quarter and first six months of 1997, respectively, at the Bishop,
Kel-Star and Woodville divisions, all of which were acquired during the second
half of 1996. Additionally, the Company experienced slight growth within its
core manufacturing divisions, including Atrium Vinyl, which commenced
operations during 1995. The sales increases were partially offset by decreases
at the Company's distribution operations due to the continued implementation of
management's strategy to reduce non-profitable sales and improve overall
margins.
Cost of Sales. Cost of sales decreased from 65.4% of sales during the second
quarter of 1996 to 62.9% during the second quarter of 1997 and from 66.0%
during the first six months of 1996 to 63.8% during the first six months of
1997. The decrease is primarily due to decreases in raw material prices and
on-going cost reductions at the Company's Atrium Wood division. During the
first six months of 1997, these decreases were partially offset by increased
labor due to inefficiencies caused by the January fire at the Company's
Extruders division.
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Selling, Delivery, General and Administrative Expenses. Selling, delivery,
general and administrative expenses increased $1,982 from $8,779 (21.4% of
sales during the second quarter of 1996) to $10,761 (22.7% of sales during the
second quarter of 1997) and $4,648 from $16,167 (21.7% of sales during the
first six months of 1996) to $20,815 (24.4% of sales during the first six
months of 1997). The increase is largely due to selling, delivery,
general and administrative expenses at the Bishop, Kel-Star and Woodville
divisions and amortization expense related to software implementation costs.
Additionally, delivery expenses were negatively impacted during the first six
months of 1997 as a result of the fire at the Company's Extruders division in
January.
Interest Expense. Interest expense increased $1,828 from $985 during the second
quarter of 1996 to $2,813 during the second quarter of 1997 and $3,537 from
$2,057 during the first six months of 1996 to $5,594 during the first six
months of 1997. This increase was due largely to an increase in average
outstanding debt. The increase in outstanding debt relates to the $100,000
Senior Subordinated Notes issued in November 1996.
Other Income. Other income for the second quarter and the first six months of
1997 includes an insurance settlement of $1,193. This settlement with the
Company's insurance carrier resulted from the business interruption portion of
the Company's insurance claim filed as a result of the January fire at the
Company's Extruders division.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $20,000 revolving credit facility with Bankers Trust which
expires March 2002. Borrowings under the credit facility were $2,447 at June
30, 1997, excluding outstanding letters of credit, which totaled $400. Letters
of credit secure workers compensation benefit payments and certain other
obligations. Because of the seasonal nature of the business, the Company's
borrowing requirements are traditionally highest during the second quarter. At
June 30, 1997 the Company had additional borrowing capacity under the credit
facility of $17,153.
Cash used in operations was $102 during the first six months of 1997 as
compared to cash provided by operations of $5,345 during the first six months
of 1996. The decrease in cash provided by operations during the first six
months of 1997 was primarily due to increased inventories and decreased net
income, which resulted from higher interest expense.
Capital expenditures totaled $1,259 during the first six months of 1997,
compared to $1,649 during the first six months of 1996. Capital expenditures
during the 1997 period were primarily used to increase capacity of and further
automate its window manufacturing plants.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to various claims, legal actions, and complaints arising
in the ordinary course of business. In the opinion of management, all such
matters are without merit or are of such kind, or involve such amounts, that an
unfavorable disposition would not have a material adverse effect on the
financial position, results of operations or liquidity of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as
part of this report.
(b) Reports on Form 8-K
On July 24, 1997, the Company filed a report on Form 8-K regarding
the definitive merger agreement to acquire Ply Gem Industries in
accordance with Item 5.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATRIUM COMPANIES, INC.
(Registrant)
Date: August 14, 1997 By: /s/ Jeff L. Hull
----------------- ------------------------------------
Jeff L. Hull
Chief Financial Officer and Secretary
(Principal Financial Officer)
Date: August 14, 1997 By: /s/ Eric W. Long
----------------- ------------------------------------
Eric W. Long
Corporate Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Description
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27 Financial Data Schedule
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