1
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 quarterly period ended November 25, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No: 0-28812
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RANKIN AUTOMOTIVE GROUP, INC.
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(Exact name of registrant as specified in its charter)
Louisiana 72-0838383
- ---------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
3510 MacLee Drive, Alexandria, Louisiana 71302
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(Address of principal executive offices) (Zip Code)
(318) 487-1081
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Registrant's telephone number, including Area Code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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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As of November 25, 1996, 4,550,000 shares of Common Stock were outstanding.
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RANKIN AUTOMOTIVE GROUP, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Operations -
Three months ended November 25,
1995 and 1996 and Nine months ended November 25,
1995 and 1996. (unaudited)
Consolidated Balance Sheets - February 25, 1996
and November 25, 1996 (unaudited)
Condensed Statements of Cash Flows - Nine months
ended November 25, 1995 and 1996 (unaudited)
Notes to Condensed Financial Statements - Nine months
ended November 25, 1995 and 1996 (unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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RANKIN AUTOMOTIVE GROUP, INC.
PART II - OTHER INFORMATION
Part II - Other Information
Item 1-4 None
Item 5. Other Information
In November 1996, the Company completed an initial public
offering of shares of its common stock. Pursuant to the
offering, the Company issued and sold 1,500,000 shares of its
common stock raising net proceeds of approximately
$13,050,000.
Item 6. Exhibits and Reports on Form 8-K
27 Financial Data Schedule (for SEC use only)
SIGNATURE
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.
RANKIN AUTOMOTIVE GROUP, INC.
/s/ Randall Rankin
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Randall Rankin, Chief Executive Officer
January 7, 1997 /s/ Charles Elliott
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DATE Charles Elliott, Chief Financial
Officer and Controller
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PART I. FINANCIAL INFORMATION
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED BALANCE SHEETS
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FEBRUARY 25, NOVEMBER 25,
ASSETS 1996* 1996
(UNAUDITED)
CURRENT ASSETS:
Cash $ 309,144 $ 4,809,950
Accounts receivable:
Trade, net of allowance for doubtful accounts of $10,000 1,590,306 1,938,033
Related party 49,003 18,474
Inventories 5,539,019 9,813,699
Prepaid expenses and other current assets 109,423 215,971
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Total current assets 7,596,895 16,796,127
PROPERTY AND EQUIPMENT, Net 1,013,426 1,260,425
INTANGIBLE ASSETS, Net 58,000 554,000
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TOTAL $ 8,668,321 $ 18,610,552
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade $ 1,758,609 $ 2,524,098
Accrued expenses 417,596 768,213
Notes payable to stockholder 145,706 141,111
Current portion of long-term debt 182,353 103,766
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Total current liabilities 2,504,264 3,537,188
LONG-TERM DEBT, less current portion 5,668,757 1,016,424
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 2,000,000 shares authorized,
none issued
Common stock, $.01 par value; 10,000,000 shares authorized,
3,050,000 and 4,550,000 shares issued and outstanding 30,500 45,500
Additional paid-in capital 106,348 13,140,507
Retained earnings 358,452 870,933
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495,300 14,056,940
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TOTAL $ 8,668,321 $ 18,610,552
=============== ==============
*The balance sheet at February 25, 1996 has been taken from the audited balance
sheet at that date
See notes to condensed financial statements.
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RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 25, NOVEMBER 25,
-------------------------------- ----------------------------------
1995 1996 1995 1996
(UNAUDITED)
NET SALES $ 5,358,035 $ 7,190,726 $ 15,439,805 $ 21,534,778
COST OF GOODS SOLD 3,587,652 4,605,919 10,307,831 13,971,503
------------- ------------- -------------- --------------
Gross profit 1,770,383 2,584,807 5,131,974 7,563,275
OPERATING, SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES 1,622,955 2,304,870 4,515,601 6,385,143
------------- ------------- -------------- --------------
Earnings from operations 147,428 279,937 616,373 1,178,132
INTEREST EXPENSE 124,701 130,383 329,681 395,651
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EARNINGS BEFORE INCOME TAXES 149,554 286,692 782,481
INCOME TAXES - 45,000 - 270,000
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NET EARNINGS $ 22,727 $ 104,554 $ 286,692 $ 512,481
============= ============= ============== ==============
NET EARNINGS PER COMMON
SHARE $ .01 $ .03 $ .09 $ .17
============= ============= ============== ==============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 3,050,000 3,116,000 3,050,000 3,072,000
============= ============= ============== ==============
See notes to condensed financial statements.
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RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
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NINE MONTHS ENDED
NOVEMBER 25,
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1995 1996
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 286,692 $ 512,481
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 117,785 181,507
Changes in assets and liabilities:
Increase in accounts receivable (257,940) (317,198)
Decrease (increase) in inventories (1,018,526) (1,782,790)
Increase in accounts payable and accrued expenses 1,097,553 1,116,106
Other, net (847) (48,210)
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Net cash provided by (used in) operating activities 224,717 (338,104)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net (174,608) (288,728)
Cash paid in connection with acquisitions (323,000) -
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Net cash used in investing activities (497,608) (288,728)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from public offering - 13,049,159
Borrowings under revolving line of credit - 22,836,210
Repayments of borrowings under revolving line of credit - (25,963,665)
Proceeds from other long-term obligations 825,000
Repayments of long-term obligations (131,524) (5,021,781)
Increase (decrease) in notes payable to stockholder (29,396) (4,595)
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Net cash provided by financing activities 664,080 5,127,638
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NET INCREASE IN CASH 391,189 4,500,806
CASH, BEGINNING OF PERIOD 29,502 309,144
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CASH, END OF PERIOD $ 420,691 $ 4,809,950
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See notes to condensed financial statements.
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RANKIN AUTOMOTIVE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED NOVEMBER 25, 1995 AND 1996 (UNAUDITED)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for interim periods are not necessarily indicative of the
results that may be expected for the entire year. These condensed
financial statements should be read in conjunction with Company's
annual financial statements and notes thereto included in the Form
SB-2 as filed with the Securities and Exchange Commission in November
1996.
2. COMPLETION OF PUBLIC OFFERING
On November 21, 1996, the Company completed a public offering whereby
the Company issued 1,500,000 shares of common stock for gross proceeds
of $15,000,000 ($13,049,159 net of underwriting commissions and
expenses).
3. ACQUISITION OF BUSINESSES
On May 4, 1996, the Company acquired one auto parts store. The
Company incurred debt to the seller of approximately $540,000 in
exchange for assets with a purchase price of approximately $540,000.
On July 25, 1996, the Company acquired one auto parts store. The
Company incurred debt to the seller of approximately $400,000 in
exchange for assets with a purchase price of approximately $400,000.
On October 21, 1996, the Company acquired 12 auto parts stores. The
Company incurred debt to the seller of approximately $2,246,000 in
exchange for assets with a purchase price of approximately $2,246,000.
These acquisitions were accounted for as purchases and, accordingly,
the purchase prices were allocated to the assets and liabilities based
upon preliminary estimates of their fair values as of the dates of
acquisition. These preliminary estimates are subject to change. The
results of operations of each acquisition are included in the
accompanying Statements of Operations from the dates of acquisition.
The following unaudited pro forma results of operations give effect to
the acquisitions as though they had occurred on February 26, 1995:
NINE MONTHS ENDED
NOVEMBER 25,
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1995 1996
Net sales $ 26,400 $ 29,660
Net earnings 444 879
Net earnings per share $ .15 $ .29
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Weighted average of common shares outstanding 3,050 3,072
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The unaudited pro forma information is not necessarily indicative either
of the results of operations that would have occurred had the purchases
been made as of February 26, 1995 or of future results of operations of
the combined companies.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
During the three months ended November 25, 1996 the Company successfully
concluded its initial public offering (IPO) of 1.5 million shares of common
stock for gross proceeds of $15,000,000 (which will approximate $13,000,000 net
after underwriting commissions and expenses). This allowed the Company to
completely retire its indebtedness to Autoparts Finance Company, Inc. (an
affiliate of APS Holding Corporation) and temporarily retire its line of credit
with Hibernia National Bank of New Orleans, LA. The remaining $4.4 million was
invested in interest bearing certificates and will be used for operating capital
and to assist in the implementation of the Company's growth strategy; as well as
pay the remaining IPO expenses for which a reserve has already been made. A
small portion of these invested funds (approximately $141,000), will be used
to retire the indebtedness remaining to the principal stockholder, Randall
Rankin.
This IPO activity significantly improved the financial structure of the
Company. A few examples of this include: 1) Working Capital increased from $5.1
million as of February 25, 1996 to $13.3 million as of November 25, 1996. This
equates to a current ratio increase from 3.0 to 1 up to a ratio of 4.7 to 1.
2) The Debt/Equity ratio went from 11.4 to 1 to a ratio of 0.07 to 1 from
February 25, 1996 to November 25, 1996. To state this relationship in another
context, as of February 25, 1996 the Company had $11.44 of Long Term Debt for
each $1.00 of Stockholders Equity. As of November 25, 1996 the Company had $.07
of Long Term Debt for every $1.00 of Stockholders Equity.
As was exhibited by the increased volume for the quarter and for the
nine months ended November 25, 1996 the Company continues the strong growth (34%
increase in Net Sales for three months and 39.5% increase in Net Sales for the
nine months ended November 25, 1996 over the same periods of the previous year)
that it has experienced in the past several years. This increased volume has
been accompanied by operating efficiencies and improved profitability.
The acquisition of the 12-store National Auto Supply chain located in
Jackson, MS was concluded on October 21, 1996. The Company's plan for the
smooth integration is progressing nicely at this point. While there have been
increased costs associated within this implementation program, they were
anticipated and are not expected to be burdensome.
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RESULTS OF OPERATIONS
The following table sets forth certain selected historical consolidated
operating results for the Company as a percentage of Net Sales.
Three Months Nine Months
Ended Nov. 25 Ended Nov. 25
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1995 1996 1995 1996
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Net Sales ...................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ............. 67.0 64.1 66.8 64.9
Gross profit ............... 33.0 35.9 33.2 35.1
30.3 32.0 29.2 29.6
Operating, SG&A expenses
Earnings from operations.... 2.7 3.9 4.0 5.5
Interest expense ............... 2.3 1.8 2.1 1.8
Income taxes ................... -- .6 -- 1.3
Net earnings (loss) ............ .4 1.5 1.9 2.4
Three Months Ended November 25, 1995 Compared to Three Months Ended November 25,
1996
Net Sales. Product sales increased approximately $1.8 million, or
approximately 34%, from approximately $5.4 million for the three months ended
November 25, 1995 to $7.2 million for the comparable three month period of 1996.
Approximately $1.3 million of the increase was due to the acquisitions which
occurred in May, July and October, 1996 and the remaining increase
(approximately 9.1%) was due primarily to an increase in same store sales.
Cost of Goods Sold. Cost of goods sold increased from approximately
$3.6 million (67.0% of net sales) for the three months ended November 25, 1995
to approximately $4.6 million (64.1% of net sales) for the comparable three
months of 1996. The increase in the dollar amount of cost of goods sold was
attributable to sales increases. The decrease in cost of goods sold as a
percentage of net sales was primarily attributable to management's continuing
emphasis on improving profit margins through price adjustments, improved
purchasing methods and promoting higher profit items.
Operating, Selling, General and Administrative Expenses. Operating,
selling, general and administrative expenses ("OSG&A") increased from
approximately $1.6 million (approximately 30.3% of net sales) for the three
months ended November 25, 1996 to approximately $2.3 million (approximately
32.0% of net sales) for the comparable three months of 1996. The increase in
OSG&A (as a percentage of Net Sales) expenses resulted primarily from the
integration of the 12 newly acquired Jackson, MS stores which occurred on
October 21, 1996.
Interest Expense. Interest expense increased from approximately
$125,000 (approximately 2.3% of net sales) for the three months ended November
25, 1995 to approximately $130,000 (approximately 1.8% of net sales) for the
comparable three months
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of 1996. The dollar increase was primarily attributable to the interest expense
on debt incurred in October, 1996 to acquire the Jackson Store Group and the
two, one-store acquisitions made in May and July of 1996. The Company entered
into a financing agreement with Hibernia National Bank in December, 1995 which
effectively reduced the Company's overall rate on indebtedness. This is the
primary contributing factor to the decrease in interest expense as a percentage
of net sales from period to period. The interest expense for the quarter ended
November 25, 1996 was essentially not effected by the IPO proceeds, as the
company did not receive said proceeds until November 21, 1996.
Income Taxes. There were no income taxes recorded in 1995 because of
management's estimate that the effective income tax rate for the year ended
February 25, 1996 would be approximately zero. Income taxes of $45,000 were
recorded in the three months ended November 25, 1996 which is management's
estimate of the liability for the period.
Nine Months Ended November 25, 1995 Compared to Nine Months Ended November 25,
1996
Net-Sales. Product sales increased $6.1 million, or approximately 39.5%
from $15.4 million for the nine months ended November 25, 1995 to $21.5 million
for the comparable period in 1996. Same store sales accounted for approximately
$1.6 million (approximately 11.2% increase over the comparable period of the
prior year) while newly acquired stores accounted for the remaining $4.5
million.
Cost of Goods Sold. Cost of goods sold increased from $10.3 million (or
66.8% of net sales) for the nine months ended November 25, 1995 to approximately
$14.0 million (or 64.9% of net sales) for the comparable period of 1996. The
increase in the dollar amount was attributable to sales increases. The decrease
as a percentage of net sales was primarily attributable to an increase in sales
of higher profit items.
Operating, Selling, General and Administrative Expenses.
Operating, selling, general and administrative ("OSG&A") expenses increased from
approximately $4.5 million (or 29.2% of net sales) for the nine months ended
November 25, 1995 to $6.4 million (or 29.6% of net sales) for the comparable
period of 1996. The increased dollar amount, as well as the increase in
percentage to net sales of"OSG&A expenses resulted primarily from the
integration of the fourteenth additional stores which were acquired during the
first nine months of the current fiscal year. These additional costs were
exhibited in the form of increased sales and delivery expenses.
Interest Expense. Interest expense increased from approximately
$330,000 (or 2.1% of net sales) to approximately $396,000 (or 1.8% of net sales)
for the comparable period of 1996. The dollar increase was primarily
attributable to the interest expense on debt incurred in October, 1996 to
acquire the
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Jackson Store Group and the two, one-store acquisitions made in May and July of
1996. The decrease in interest expenses as a percentage of net sales was
primarily attributable to the Company's ability to shift more of the outstanding
long-term indebtedness to the lower interest facility offered by the Hibernia
National Bank's line of credit. The interest expense for the nine months ended
November 25, 1996 was essentially not effected by the IPO proceeds, as the
Company did not receive said proceeds until November 21, 1996.
Income Taxes. There were no income taxes recorded in 1995 because of
management's estimate that the effective income tax rate for the year ended
February 25, 1996 would be approximately zero. Income taxes of $270,000 were
recorded in the nine months ended November 25, 1996 which is management's
estimate of the liability for the period. This approximated 1.3% of net sales
for the period compared to 0.0% for the same period of the prior year.