1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ---------------------- [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 1997 [ ] 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 1-6575 BRAD RAGAN, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 56-0756067 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4404-G Stuart Andrew Blvd. Charlotte, North Carolina 28217-9990 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 704-521-2100 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,190,619 shares of Common Stock ($1 par value) at May 9, 1997. 2 Part I - Financial Information Item 1. Financial Statements STATEMENTS OF FINANCIAL POSITION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BRAD RAGAN, INC. (Unaudited) Amounts in thousands, except share and per share data. Assets March 31, 1997 December 31, 1996 - ------------------------------------------------------------------------------------------------- Current Assets: Cash $ 541 $ 682 Accounts receivable, less unearned interest income of $5,153 and $5,105 and allowance for doubtful accounts of $1,850 and $2,050 69,015 69,771 Inventories: Merchandise 38,970 36,911 Materials and manufacturing supplies 2,859 2,781 -------- -------- 41,829 39,692 Prepaid expenses 1,725 1,622 Other current assets 3,249 3,249 -------- -------- Total Current Assets 116,359 115,016 Other assets 2,891 2,921 Property, plant and equipment, net 8,883 8,887 Cost in excess of net assets of businesses acquired, less accumulated amortization of $933 and $924 497 506 -------- -------- $128,630 $127,330 -------- -------- Liabilities and Shareholders' Equity Current Liabilities: Short-term debt - Majority Shareholder $ 35,980 $ 34,766 Accounts payable and accrued expenses: Trade 12,099 12,728 Majority Shareholder 12,706 9,983 Salaries, wages and commissions 5,830 7,469 Taxes, other than income 1,439 1,097 Current portion of deferred revenue 2,416 2,466 Note payable - Majority Shareholder 5,500 5,500 Other accrued liabilities 1,191 1,364 Current portion of other long-term liabilities 83 83 -------- -------- Total Current Liabilities 77,244 75,456 Other long-term liabilities, less current portion 3,417 3,346 Long-term deferred revenue 1,768 1,790 Shareholders' Equity: Common stock, par value $1 per share: Authorized 10,000,000 shares; issued 2,190,619 shares 2,191 2,191 Additional paid-in capital 9,171 9,171 Retained earnings 34,839 35,376 -------- -------- Total Shareholders' Equity 46,201 46,738 -------- -------- $128,630 $127,330 -------- -------- The notes to financial statements are an integral part of these statements. 2 3 STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BRAD RAGAN, INC. (Unaudited) Amounts in thousands, except share and per share data. Three Months Ended March 31, -------------------------------- 1997 1996 ----------- ----------- Net sales $ 54,419 $ 50,598 Miscellaneous income - net 3,066 2,626 ----------- ----------- 57,485 53,224 ----------- ----------- Costs and expenses: Cost of products sold 37,497 35,000 Selling, administrative and general expenses 20,194 19,115 Interest expense 678 557 ----------- ----------- 58,369 54,672 ----------- ----------- Income (loss) before income taxes (884) (1,448) Provision (benefit) for income taxes (347) (620) ----------- ----------- Net income (loss) $ (537) $ (828) ----------- ----------- Income (loss) per common share (0.25) $ (0.38) ----------- ----------- Weighted average number of common shares outstanding 2,190,619 2,190,619 ----------- ----------- The notes to financial statements are an integral part of these statements. 3 4 STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- BRAD RAGAN, INC. (Unaudited) Amounts in thousands. Three Months Ended March 31, ------------------------ 1997 1996 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME (LOSS) $ (537) $ (828) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH FROM OPERATING ACTIVITIES: Depreciation and amortization 546 502 (Gain) loss on sale of property, plant and equipment (6) 3 Changes in operating assets and liabilities: Accounts receivable 756 2,623 Inventory (2,137) (5,850) Prepaid expenses (103) (617) Accounts payable 2,094 2,455 Salaries, wages and commissions (1,639) (2,203) Taxes, other than income tax 342 130 Deferred revenue (72) (185) Other accrued liabilities (173) -- Other 101 89 ------- ------- Total Adjustments (291) (3,053) ------- ------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (828) (3,881) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (533) (407) Proceeds from disposals of property, plant and equipment 6 13 ------- ------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (527) (394) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt - Majority Shareholder 1,214 4,073 ------- ------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ 1,214 $ 4,073 NET INCREASE (DECREASE) IN CASH (141) (202) BEGINNING CASH 682 478 ------- ------- ENDING CASH $ 541 $ 276 ------- ------- The notes to financial statements are an integral part of these statements. 4 5 NOTES TO FINANCIAL STATEMENTS BRAD RAGAN, INC. NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. NOTE B - ACCOUNTS RECEIVABLE Amounts included in accounts receivable having balances due after one year were approximately $18.5 million at March 31, 1997, and $18.3 million at December 31, 1996. NOTE C - INVENTORIES Inventories are stated at the lower of cost or market, with cost determined using the last-in, first-out (LIFO) method for substantially all inventories. An actual valuation of inventory under the LIFO method is made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Since these are subject to many forces beyond management's control, interim results are subject to the final year-end LIFO inventory valuation. NOTE D - INCOME PER SHARE Earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common and dilutive common equivalent shares outstanding during each period. 5 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996 Net sales for the quarter ended March 31, 1997, increased $3.8 million to $54,419,000 compared to $50,598,000 for the same period of 1996. Sales for the Company's commercial segment increased 6.5% primarily due to increased service sales. The retail segment sales increased 9.2% primarily due to increased sales of lawn and garden and other hard goods. On a same location basis, sales increased for the retail and commercial segments 8.4% and 5.4%, respectively. Miscellaneous income increased $440,000 for the first quarter of 1997 compared to the first quarter 1996 primarily due to increased revenues from finance charges associated with increased consumer credit sales. The gross margin rate increased slightly to 31.1% for the first quarter of 1997 compared to 30.8% for the same period of 1996. Selling, administrative and general expenses increased $1.1 million due to higher expenses for compensation and benefits and expenses associated with increased sales volume. As a percentage of sales, however, expenses decreased to 37.1% for the first quarter of 1997 compared to 37.8% for the first quarter of 1996. Interest expense increased $121,000 for the first quarter of 1997 compared to the same period of 1996 due to higher average outstanding short-term debt. The average short-term debt balance for the first quarter of 1997 was $38.9 million compared to $31.5 million in 1996. Historically, the first quarter does not represent a strong earnings period for the Company. A net loss of $537,000 ($.25 per share) was recorded for the first quarter of 1997 compared to a net loss of $828,000 ($.38 per share) for the first quarter of 1996. FINANCIAL POSITION Net cash used in operating activities for the first quarter of 1997 was $831,000. Merchandise requirements for the upcoming strong selling season resulted in cash used to increased inventory balances by $2.1 million. This was offset by related increases in accounts payable balances of $2.1 million. Financing activities reflect a net increase in the Company's short-term borrowing of $1.2 million, which was used for capital expenditures of $533,000 with the remainder funding working capital requirements. Short-term debt is originated through the majority shareholder, The Goodyear Tire & Rubber Company, which provides an open line of credit. 6 7 COMPARATIVE SALES TABLE (in 000's) COMMERCIAL SALES BY PRODUCT LINE THREE MONTHS ENDED MARCH 31 ----------------------------------------------- 1997 1996 % VARIANCE ------- ------- ---------- New Tires $15,694 $14,743 6.5% Retreading 9,210 8,914 3.3% Service 6,091 5,267 15.6% Rubber Products 2,556 2,570 -0.5% ------- ------- Total $33,551 $31,494 6.5% ======= ======= RETAIL SALES BY PRODUCT LINE THREE MONTHS ENDED MARCH 31 ------------------------------------------------ 1997 1996 % VARIANCE ------- ------- ---------- Hard Goods $ 8,958 $ 7,410 20.9% New Tires 5,194 5,301 -2.0% Retreading 109 101 7.9% Service 6,607 6,292 5.0% ------- ------- Total $20,868 $19,104 9.2% ======= ======= 7 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. 27 - Financial Data Schedule dated March 31, 1997 (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. 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. BRAD RAGAN, INC. ------------------------------------ (Registrant) DATE: May 9, 1997 By: /s/ R. J. Carr ------------ ------------------------------------ R. J. Carr, Vice President - Finance and Chief Financial Officer 8