1
UNITED STATES
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: October 31, 1997
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: 001-13635.
------------------------
MEADOWCRAFT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 63-0891252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1401 Meadowcraft Road
Birmingham, Alabama 35215
(Address of principal executive offices)
(205) 853-2220
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports 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 Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes No X
----- -----
As of December ____, 1997, 19,708,750 shares of the Registrant's Common
Stock $.001 par value, were issued and outstanding.
2
MEADOWCRAFT, INC.
FORM 10-Q
October 31, 1997
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Balance Sheets as of July 31, 1997, October 31, 1996,
and October 31, 1997 3
Unaudited Condensed Statements of Operations for the 13-Weeks Ended
October 31, 1996 and October 31, 1997 4
Unaudited Condensed Statements of Cash Flows for the 13-Weeks Ended
October 31, 1996 and 1997 5
Notes to Unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 8
PART II - OTHER INFORMATION
Item 6. Exhibits
SIGNATURE
SIGNATURE
2
3
PART I - FINANCIAL INFORMATION
MEADOWCRAFT, INC.
Unaudited Condensed Balance Sheets
PRO FORMA
STOCKHOLDERS'
JULY 31, OCTOBER 31, OCTOBER 31, EQUITY AT
1997 1996 1997 OCTOBER 31, 1997
----------- ------------ ------------ -----------------
ASSETS
CURRENT ASSETS:
Due from Factor $ 10,758,000 $ 4,222,000 $ 4,099,000
Accounts Receivable 5,700,000 655,000 1,877,000
Inventories 11,590,000 30,661,000 28,119,000
Prepaid Expenses and Other 293,000 326,000 452,000
------------ ------------ ------------
Total Current Assets 28,341,000 35,864,000 34,547,000
------------ ------------ ------------
Property, Plant and Equipment 59,869,000 56,717,000 69,626,000
Less: Accumulated Depreciation (17,908,000) (14,310,000) (19,126,000)
------------ ------------ ------------
NET PROPERTY, PLANT AND
EQUIPMENT 41,961,000 42,407,000 50,500,000
------------ ------------ ------------
OTHER ASSETS 770,000 758,000 1,174,000
------------ ------------ ------------
Total Assets $ 71,072,000 $ 79,029,000 $ 86,221,000
============ ============ ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of Long-Term
Debt $ 4,550,000 $ 4,757,000 $ 1,119,000
Notes Payable 10,226,000 20,301,000 15,264,000
Accounts Payable 2,847,000 14,487,000 12,877,000
Accrued Expenses 5,602,000 5,693,000 5,215,000
Warranty and Other Reserves 1,311,000 889,000 367,000
------------ ------------ ------------
Total Current Liabilities 24,536,000 46,127,000 34,842,000
------------ ------------ ------------
LONG-TERM DEBT 13,392,000 17,680,000 21,089,000
COMMITMENT AND CONTINGENCIES ------------ ------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
100,000,00 shares authorized,
16,000,000 shares issued and
outstanding 160,000 160,000 160,000 160,000
Additional paid-in capital 340,000 340,000 340,000 340,000
Retained earnings (deficit) 32,644,000 14,722,000 29,790,000 (1,280,000)
------------ ------------ ------------ -----------
33,144,000 15,222,000 30,290,000 $ (780,000)
------------ ------------ ------------ ===========
$ 71,072,000 $ 79,029,000 $ 86,221,000
============ ============ ============
The accompanying notes are an integral part of these statements.
3
4
MEADOWCRAFT, INC.
Unaudited Condensed Statements of Operations
THIRTEEN WEEKS ENDED
OCTOBER 31,
----------------------------------
1996 1997
NET SALES $ 6,622,000 $ 6,916,000
COST OF SALES 6,067,000 6,748,000
------------ ------------
Gross Profit 555,000 168,000
------------ ------------
OPERATING EXPENSES:
Selling Expense 1,001,000 979,000
General and Administrative Expense 1,395,000 1,553,000
------------ ------------
2,396,000 2,532,000
------------ ------------
Operating Income (Loss) (1,841,000) (2,364,000)
INTEREST EXPENSE 985,000 491,000
------------ ------------
Net Income (Loss)--historical $ (2,826,000) $ (2,855,000)
============ ============
PRO FORMA PRESENTATION:
Net Income (Loss)--historical $ (2,826,000) $ (2,855,000)
Pro Forma Credit for Income Taxes (1,051,000) (1,062,000)
------------ ------------
Pro Forma Net Income (Loss) $ (1,775,000) $ (1,793,000)
============ ============
Pro Forma Net Income (Loss) Per Share (.11) $ (.11)
============ ============
Pro Forma Weighted Average Shares Outstanding 16,561,000 16,561,000
============ ============
The accompanying notes are an integral part of these statements.
4
5
MEADOWCRAFT, INC.
Unaudited Condensed Statements of Cash Flows
THIRTEEN WEEKS ENDED OCTOBER 31,
--------------------------------
1996 1997
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (2,826,000) $ (2,855,000)
------------- -------------
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and Amortization 1,270,000 1,391,000
Changes in Assets and Liabilities:
Due from Factor 6,143,000 6,659,000
Accounts Receivable 2,910,000 3,823,000
Inventories (19,818,000) (16,529,000)
Prepaid Expenses and Other (38,000) (159,000)
Other Assets 27,000 (417,000)
Accounts Payable 10,695,000 10,030,000
Accrued Expenses 657,000 (387,000)
Warranty and Other Reserves (938,000) (944,000)
------------- -------------
Total Adjustments 908,000 3,467,000
------------- -------------
Net Cash Provided by (Used in) Operating Activities (1,918,000) 612,000
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (1,160,000) (9,757,000)
------------- -------------
Net Cash Used in Investing Activities (1,160,000) (9,757,000)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings on Notes Payable 4,992,000 5,038,000
Proceeds from Issuance of Long-Term Debt 0 5,000,000
Principal Payments of Long-Term Debt (1,164,000) (734,000)
Payment of Loan Costs 0 (159,000)
Payment of S Corporation Distributions (750,000) 0
------------- -------------
Net Cash Provided by Financing Activities 3,078,000 9,145,000
------------- -------------
NET CHANGE IN CASH 0 0
CASH, BEGINNING OF PERIOD 0 0
------------- -------------
CASH, END OF PERIOD $ 0 $ 0
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 985,000 $ 491,000
============= =============
The accompanying notes are an integral part of these statements.
5
6
MEADOWCRAFT, INC.
Notes to Unaudited Condensed Financial Statements
October 31, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Meadowcraft, Inc.,
("The Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and are presented in
accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X.
The financial statements should be read in conjunction with the audited
financial statements and notes thereto in the Company's Prospectus dated
November 25, 1997.
In the opinion of management, the unaudited financial statements included herein
reflect all adjustments (which include only normal recurring adjustments)
necessary to present fairly the information set forth therein. The results of
operations for the periods presented are not necessarily indicative of results
for the full year. Revenues and expenses are subject to material seasonal
variations. The seasonal nature of the Company's business requires an inventory
build-up during the fall and winter months in order to meet customer demand
during the spring and summer selling seasons. The Company relies upon bank
borrowing and cash flow from operations to finance this production.
2. INITIAL PUBLIC OFFERING
On November 25, 1997, the Company completed an Initial Public Offering (the
"Offering") of 3,225,000 shares of common stock at an initial offering price of
$13.00 per share. The proceeds of the Offering, net of an underwriting discount
of $2,934,750 and expenses of approximately $425,000 were $38,565,250. The net
proceeds will be used to pay $32,670,000 of the S Corporation distribution and
to fund capital expenditures. Upon completion of the Offering, the Company
terminated its S Corporation election. The Company will make an additional S
Corporation distribution which will be based upon the Company's S Corporation
earnings attributable to the period from May 4, 1997 to the date of termination
of the S Corporation election. It is not possible to predict the actual amount
of this S corporation distribution at this time because the Company's S
corporation earnings for the period from May 4, 1997 to the date of termination
of the S corporation election will be based on a pro rata allocation of the
Company's earnings for the 12-month period ending May 2, 1998 (based on the
number of days in the period).
On December 10, 1997 the underwriter exercised the over allotment option from
the initial public offering. The Company issued 483,750 shares at a price of
$13.00 per share. The proceeds of $5,848,538 were net of the Underwriting
Discount.
As a result of the Company's Offering and termination of the S Corporation
election, the Company changed its year-end to July 31.
3. ASSET PURCHASE
Effective August 1, 1997, the Company entered into an asset purchase agreement
with Virco Manufacturing Corporation to acquire all of the assets located and in
possession of Virsan, a Mexican Company and a subsidiary of Virco, in Sonora,
Mexico. The purchase price of $2,175,000 was funded by the Company's revolving
credit facility and was allocated to the assets acquired which were primarily
fixed assets. No goodwill resulted in the transaction. The Company formed a
Mexican subsidiary, Meadowcraft de Mexico, S.A. de C.V., on September 22, 1997
related to this acquisition.
6
7
4. INVENTORIES
Inventories are valued at first-in, first-out ("FIFO") cost, which is not in
excess of market. An analysis of inventories follows:
JULY 31, 1997 OCTOBER 31, OCTOBER 31,
1996 1996
------------- ------------ ------------
Raw Materials and Purchased Parts $ 6,273,000 $ 7,809,000 $ 9,831,000
Work-in-Process 569,000 702,000 947,000
Finished Goods 4,748,000 22,150,000 17,341,000
------------ ----------- ------------
$ 11,590,000 $30,661,000 $ 28,119,000
============ =========== ============
5. PRO FORMA INFORMATION
Pro forma stockholders' deficit at October 31, 1997 reflects (i) $32,670,000 of
the S corporation distribution, which represents undistributed earnings from
October 1, 1986 through May 3, 1997 that were previously taxed to the existing
stockholders, and (ii) the effect of recording net deferred tax assets which
will result from the termination of the Company's S Corporation election,
amounting to approximately $1,600,000 at October 31, 1997.
Prior to the Offering, the Company was taxed under the provisions of Subchapter
S of the Internal Revenue Code. As such, the taxable income of the Company had
been included in the individual income tax returns of the Company's stockholders
for income tax purposes. Accordingly, no provision for income taxes had been
provided in the Company's financial statements. Upon consummation of the
Offering, the Company terminated its S Corporation election and, as a result,
the Company became a taxable C corporation. The pro forma net loss shown on the
statements of operations presented herein gives effect to the application of pro
forma income taxes that would have been reported had the Company been a C
corporation subject to federal and state income taxes for all periods presented.
Pro forma net loss per share for the period ended October 31, 1997 is calculated
by dividing pro forma net loss by the sum of the weighted average number of
shares of common stock outstanding (16,000,000) and 561,000 shares of common
stock that would be required to be sold at the initial public offering price of
$13.00 per share to pay the portion of the S corporation distribution to be paid
out of the net proceeds of the Offering in excess of earnings for the year ended
May 3, 1997. Share information reflects the 16,000-for-1 stock split previously
approved by the Board of Directors on July 31, 1997.
7
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED OCTOBER 31, 1997 COMPARED TO THIRTEEN WEEKS ENDED OCTOBER
31, 1996.
NET SALES
Net Sales increased $.3 million or 4.4% to $6.9 million for the thirteen weeks
ended October 31, 1997, from $6.6 million in the comparable period in the prior
year. The increase was due primarily to an approximately $.5 million increase in
gross sales of the Plantation Patterns product line resulting from a fall
promotional program from a major customer.
GROSS PROFIT
Gross profit for the thirteen weeks ended October 31, 1997, declined $.4 million
to $.2 million from $.6 million in the comparable period in the prior year. The
decline in margins is due primarily to start-up costs associated with the new
west coast production facilities and the retrofitting of the idle Birmingham,
Alabama facility, which will be used to produce the new tubular product line.
SELLING EXPENSE
Selling Expense which includes commissions, advertising and promotional expenses
declined $.1 million to $.9 million for the thirteen weeks ended October 31,
1997, from $1.0 million for the comparable period in the prior year due
primarily to a decline in commission expense.
GENERAL AND ADMINISTRATIVE
General and Administrative expense, which includes corporate salaries, employee
benefits and professional fees, increased $.1 million to $1.5 million for the
thirteen weeks ended October 31, 1997 from $1.4 million for the comparable
period in the prior year primarily due to the write-off of loan costs that were
related to debt that was replaced with a new credit facility.
INTEREST EXPENSE
Interest expense, which includes factor fees, decreased by $.5 million to $.5
million for the thirteen weeks ended October 31, 1997, from $1.0 million in the
comparable period in the prior year due to lower debt levels and an overall
lower interest rate resulting from the company's new credit facility.
PRO FORMA CREDIT FOR INCOME TAXES
Historically, the Company elected to be taxed as an S Corporation. As a result,
no amounts related to income taxes has been provided in the Company's historical
financial statements. The Pro forma credit for income taxes gives effect to the
application of income taxes that would have been reported had the Company been a
C Corporation subject to Federal and State Income Taxes. The Pro forma income
tax credit for the thirteen weeks ended October 31, 1997, amounted to $1.1
million versus $1.0 million for the comparable period in the prior year. The
effective tax rate in both 1997 and 1996 was 37.2%.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations and growth from seasonal
borrowings under its bank line of credit, from internally generated funds, and
from other term debt. The Company's primary liquidity requirements are for
capital expenditures, working capital and debt service.
The Company's operating activities in the thirteen week period ended October 31,
1997, provided cash of $.6 million. Cash used by operations reflects a net
loss of $2.8 million, a decrease in total receivables of $10.5 million offset by
an increase in inventory of $16.5 million, which was partially funded by an
increase in accounts payable of $10.0 million.
8
9
This inventory build-up is necessary to meet the peak selling season which
occurs in the later part of the quarter ended April and continues through June.
During the quarter ended October 31, 1997. $9.8 million in capital expenditures
were funded through the issuance of term debt and borrowings under the revolving
line of credit.
Currently, the Company maintains a $90 million revolving line of credit and
$36.4 million of term debt facilities with a consortium of lenders led by
NationsBank, N.A. ("NationsBank"). As a result of the seasonal nature of the
Company's business, the Company utilizes the revolving credit facility to build
up inventory levels during the first half of the Company's fiscal year.
The revolving credit facility is subject to certain borrowing base limitations,
which are related primarily to accounts receivable and inventory balances, and
compliance with customary financial and other covenants. As of October 31, 1997,
the outstanding balance under the revolving credit facility amounted to $15.3
million, and $2.9 million was available to be borrowed at October 31, 1997,
based upon the borrowing base. In addition, $22.2 million was outstanding and
$14.2 million was available to be borrowed under the term debt facilities at
October 31, 1997. In November 1997, the Industrial Development Authority of the
County of Yuma, Arizona issued $6.0 million principal amount of Industrial
Development Revenue Bonds, Series 1997, the proceeds from which have been loaned
to the Company for use in connection with the development of the Company's
manufacturing and distribution facilities in Yuma County, Arizona. The amount
available to be borrowed under the term debt facilities will be reduced by the
aggregate principal and interest payments due under such bonds.
The Company's debt agreements contain, among other things, certain restrictions
relating to net worth, capital expenditures, current ratio and debt service
ratio. The Company was in compliance with all covenants at October 31, 1997.
The Company believes that cash flow from operations, together with the Company's
unused borrowing capacity under the credit facilities and proceeds from the
Company's Initial Public Offering, will be sufficient to fund the Company's debt
service requirements, capital expenditures and working capital needs through the
maturity date of the credit facilities.
Forward Looking Statements.
The statements contained in this filing that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1993 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statement. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements. Factors that
could cause actual results to differ materially from those projected include,
among others, its customer concentration; seasonality; cyclicality; fluctuation
of price of raw materials; risk of business interruption; dependence on key
personnel; control by existing stockholders; government regulation; shares
eligible for future sale; dilution; no prior market for common stock; and
possible volatility of stock price. Prospective purchasers of the Common Stock
should consult the risk factors listed from time to time in the Company's
Reports on Form 10-Q, 8-K, 10-K, and Annual Reports to Stockholders.
9
10
PART II - OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
Not applicable
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the three
months ended October 31, 1997.
(c) Exhibit 27 Financial Data Schedule (for SEC use only)
10
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MEADOWCRAFT, INC.
By /s/ Steven C. Braswell
-------------------------------------
Steven C. Braswell
Vice President of Finance,
Chief Financial Officer and Secretary
Date: January 2, 1998
11