1
===============================================================================
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 quarterly period ended October 31, 1998
(Mark One) 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 incorporation or organization) (I.R.S. Employer Identification Number)
4700 Pinson Valley Parkway
Birmingham, Alabama 35215 (205) 853-2220
- ------------------------------------------------------------------ -----------------------------------------------------
(Address of principal executive office) (Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filled out 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 [X] NO [ ]
As of December 9, 1998, 19,708,750 shares of the Registrant's Common Stock.
$.01 par value, were issued and outstanding.
================================================================================
2
MEADOWCRAFT, INC. AND SUBSIDIARIES
FORM 10-Q
October 31, 1998
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of July 31, 1998, October 31, 1997 and
October 31, 1998 3
Unaudited Condensed Consolidated Statements of Income for the 13-Weeks Ended
October 31, 1997 and 1998 4
Unaudited Condensed Consolidated Statements of Cash Flows for the 13-Weeks
Ended October 31, 1997 and 1998 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
2
3
PART I - FINANCIAL INFORMATION
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
July 31, October 31,
---------------- ------------------------------------
1998 1997 1998
---------------- ---------------- -----------------
ASSETS
- ------
CURRENT ASSETS:
Due from factor $ 14,686,000 $ 4,099,000 $ 5,474,000
Accounts receivable 6,810,000 1,877,000 2,073,000
Inventories 21,599,000 28,119,000 30,717,000
Prepaid expenses and other 359,000 452,000 465,000
Deferred income taxes 4,334,000 0 3,794,000
Income taxes receivable 0 0 2,355,000
------------- ------------- -------------
Total Current Assets 47,788,000 34,547,000 44,878,000
------------- ------------- -------------
Property, plant and equipment 84,429,000 69,626,000 84,772,000
Less accumulated depreciation (23,039,000) (19,126,000) (24,569,000)
------------- ------------- -------------
NET PROPERTY, PLANT AND EQUIPMENT 61,390,000 50,500,000 60,203,000
------------- ------------- -------------
OTHER ASSETS 973,000 1,174,000 928,000
------------- ------------- -------------
$ 110,151,000 $ 86,221,000 $ 106,009,000
============= ============= =============
LIABILITIES AND
- ---------------
STOCKHOLDERS' EQUITY
- --------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,990,000 $ 1,119,000 $ 2,990,000
Notes payable 14,024,000 15,264,000 12,595,000
Accounts payable 2,400,000 12,877,000 8,489,000
Accrued expenses and warranty 6,594,000 5,582,000 5,322,000
Income taxes payable 2,799,000 0 0
------------- ------------- -------------
Total Current Liabilities 28,807,000 34,842,000 29,396,000
------------- ------------- -------------
LONG-TERM DEBT 26,513,000 21,089,000 25,915,000
------------- ------------- -------------
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 30,000,000 shares
authorized, 16,000,000 shares issued and outstanding
at October 31, 1997, 19,708,750 issued and
outstanding at July 31, 1998 and October 31, 1998 197,000 160,000 197,000
Additional paid-in capital 44,614,000 340,000 44,614,000
Retained earnings 10,020,000 29,790,000 5,887,000
------------- ------------- -------------
54,831,000 30,290,000 50,698,000
------------- ------------- -------------
$ 110,151,000 $ 86,221,000 $ 106,009,000
============= ============= =============
The accompanying notes are an integral part of these condensed
consolidated statements.
3
4
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income
Thirteen Weeks Ended
October 31,
---------------------------------
1997 1998
------------ ------------
NET SALES $ 6,916,000 $ 8,327,000
COST OF SALES 6,748,000 10,414,000
------------ ------------
Gross Profit (Loss) 168,000 (2,087,000)
------------ ------------
OPERATING EXPENSES:
Selling 979,000 951,000
General and administrative 1,553,000 1,772,000
------------ ------------
2,532,000 2,723,000
------------ ------------
Operating Income (Loss) (2,364,000) (4,810,000)
INTEREST EXPENSE 491,000 679,000
------------ ------------
Income (loss) before provision for income taxes - historical (2,855,000) (5,489,000)
Provision (credit) for income taxes 0 (2,042,000)
------------ ------------
NET INCOME (LOSS) - HISTORICAL $ (2,855,000) $ (3,447,000)
============ ============
PRO FORMA PRESENTATION:
Net income (loss) - historical $ (2,855,000) $ (3,447,000)
Pro forma (credit) for income taxes (1,061,000) 0
------------ ------------
Pro forma net income (loss) $ (1,794,000) $ (3,447,000)
============ ============
Earnings per share:
Basic and diluted - historical $ (.18) $ (.17)
============ ============
Basic and diluted - pro forma $ (.11) $ (.17)
============ ============
Weighted average shares outstanding 16,000,000 19,708,750
============ ============
The accompanying notes are an integral part of these condensed
consolidated statements.
4
5
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
Thirteen Weeks Ended
October 31,
---------------------------------
1997 1998
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,855,000) $ (3,447,000)
------------ ------------
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 1,391,000 1,704,000
Changes in assets and liabilities:
Due from factor 6,659,000 9,212,000
Accounts receivable 3,823,000 4,737,000
Inventories (16,529,000) (9,118,000)
Prepaid expenses and other (159,000) (106,000)
Deferred income taxes 0 540,000
Other assets (417,000) (7,000)
Accounts payable 10,030,000 6,089,000
Accrued expenses and warranty (1,331,000) (1,272,000)
Income taxes payable 0 (5,154,000)
------------ ------------
Total adjustments 3,467,000 6,625,000
------------ ------------
Net cash provided by operating activities 612,000 3,178,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9,757,000) (465,000)
------------ ------------
Net cash used in investing activities (9,757,000) (465,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on notes payable 5,038,000 (1,429,000)
Proceeds from issuance of long-term debt 5,000,000 0
Principal payments of long-term debt (734,000) (598,000)
Payment of loan costs (159,000) 0
Payment of S corporation distributions 0 (686,000)
------------ ------------
Net cash provided by (used in) financing activities 9,145,000 (2,713,000)
------------ ------------
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 $ 491,000 $ 679,000
============ ============
Cash paid during the period for income taxes $ 0 $ 2,572,000
============ ============
The accompanying notes are an integral part of these condensed
consolidated statements.
5
6
MEADOWCRAFT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying unaudited interim financial statements of Meadowcraft, Inc.
and Subsidiaries, ("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 Annual
Report on form 10-K for the year ended July 31, 1998 as filed with the
Securities and Exchange Commission.
In the opinion of management, the unaudited financial statements included
herein reflect all adjustments, consisting of normal, recurring adjustments,
necessary to present fairly the information set forth therein. The fiscal 1999
interim results of operations 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 borrowings and
cash flow from operations to finance this production.
Principles of Consolidation
The unaudited interim consolidated financial statements include the accounts
and transactions of the Company and its wholly owned subsidiaries, Meadowcraft
De Mexico, S.A. De C.V. and Meadowcraft (UK) Limited. All significant
intercompany accounts and transactions have been eliminated in consolidation.
New Accounting Standards and Statements
In June 1997, the Financial Accounting Standards Board ("FSAB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information." SFAS No. 131, which
supersedes SFAS Nos. 14, 18, 24 and 30, establishes new standards for segment
reporting using the "management approach" in which reportable segments are
based on the same criteria on which management disaggregates a business for
making operation decisions and assessing performance. The new rule becomes
effective in fiscal 1999 and is not expected to have significant impact on the
Company's financial reporting.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132, which supersedes
SFAS Nos. 87, 88 and 106, standardizes the disclosure requirements for pensions
and other postretirement benefits to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis, and eliminates certain
disclosures that are no longer useful as they were when SFAS Nos. 87, 88 and
106 were issued. The Company will adopt the new rules in fiscal 1999. The new
rule is not expected to have a significant impact on the Company's financial
reporting.
In June 1988, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments including certain derivative instruments
embedded in other contracts and for hedging activities. This statement is
effective for fiscal years beginning after June 15, 1999. The new rules are not
expected to have a material effect on the Company's results of operations.
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 $13.00 per share. On
December 10, 1997, the underwriters exercised their over allotment option to
purchase an additional 483,750 shares of common stock from the Company at
$13.00 per share.
6
7
The net proceeds from the Offering and the over allotment option were
$44,311,787, net of an underwriting discount of $3,374,963 and expenses of
approximately $527,000. The proceeds were used to pay $32,700,000 of the S
Corporation distribution, with the balance of $11,611,787 used to fund capital
expenditures.
Upon completion of the Offering, the Company terminated its S Corporation
election. The Company made an additional S Corporation distribution in the
amount of $16,920,435 in fiscal 1998 and 1999, representing the final S
Corporation distribution 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 (November 25, 1997).
3. 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, October 31,
--------------- -----------------------------------
1998 1997 1998
--------------- --------------- ---------------
Raw materials and purchased parts $ 11,533,000 $ 9,831,000 $ 15,048,000
Work-in-process 1,075,000 947,000 1,306,000
Finished goods 8,991,000 17,341,000 14,363,000
--------------- --------------- ---------------
$ 21,599,000 $ 28,119,000 $ 30,717,000
=============== =============== ===============
4. EARNINGS PER SHARE
The Company's basic and diluted earnings per share calculations resulted in the
same weighted average shares outstanding as the Company's 402,865 stock options
were not considered as their effect would be antidilutive.
7
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Thirteen weeks ended October 31, 1998 compared to thirteen weeks ended October
31, 1997.
NET SALES
Net sales increased $1.4 million or 20.4% to $8.3 million for the thirteen
weeks ended October 31, 1998, from $6.9 million in the comparable period in the
prior year. The increase was due primarily to a $1.4 million increase in gross
sales of the indoor product line resulting from fall sales programs, which were
implemented with several customers.
GROSS PROFIT
Gross profit for the thirteen weeks ended October 31, 1998, declined $2.3
million to a negative $2.1 million from $.2 million in the comparable period in
the prior year. The decline in margins is due primarily to later plant
start-ups experienced in 1998 versus 1997. This later start-up was a planned
event permitted by the additional production capacity, which was brought on
line during the year with the completion of the west coast production and
distribution facilities.
SELLING EXPENSE
Selling expense, which includes commissions, advertising and promotional
expenses, declined $.03 million to $.95 million for the thirteen weeks ended
October 31, 1998, from $.98 million for the comparable period in the prior
year. The decrease was due to slightly lower show and travel and entertainment
expense.
GENERAL AND ADMINISTRATIVE
General and administrative expense, which includes corporate salaries, employee
benefits and professional fees, increased $.2 million to $1.8 million for the
thirteen weeks ended October 31, 1998 from $1.6 million for the comparable
period in the prior year primarily due to increases in salaries and related
benefit expenses.
INTEREST EXPENSE
Interest expense, which includes factor fees, increased by $.2 million to $.7
million for the thirteen weeks ended October 31, 1998, from $.5 million in the
comparable period in the prior year due to higher debt levels resulting from
the additional production capacity which was funded with term debt.
HISTORICAL AND PRO FORMA CREDIT FOR INCOME TAXES
Prior to November 25, 1997, the Company elected to be taxed as an S Corporation
and, as a result, the periods prior to November 25, 1997 do not reflect
historical income tax provisions. On November 25, 1997, the Company terminated
its S Corporation election in connection with the offering and became a taxable
C Corporation. 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 income tax
credit for the thirteen weeks ended October 31, 1998 amounted to $2.0 million.
The effective tax rate in both 1998 and 1997 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, 1998 provided cash of $3.2 million. Cash used by operations reflects a net
loss of $3.4 million, a decrease in total receivables of $13.9 million
8
9
offset by an increase in inventory of $9.1 million, which was partially funded
by an increase in accounts payable of $6.1 million. This inventory build-up is
necessary to meet the peak selling season, which starts in the second quarter
and continues through the third quarter.
Currently, the Company maintains a $90 million revolving line of credit (the
"Revolving Credit Facility") and term debt facilities (the "Term Debt
Facilities" and, together with the Revolving Credit Facility, the "Credit
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,
1998, the outstanding balance under the Revolving Credit Facility amounted to
$12.6 million, and $4.5 million was available to be borrowed at October 31,
1998, based upon the borrowing base.
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, 1998.
The Company believes that cash flow from operations, together with the
Company's unused borrowing capacity under the Credit Facilities 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.
YEAR 2000
The Company has initiated actions to address the year 2000 issue. It is
expected that compliance work will be substantially completed by the end of
calendar 1998. Total costs associated with these efforts, which are being
expensed as incurred, have not had, and are not expected to have, a material
impact on the Company's financial results.
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) Exhibit 27 Financial Data Schedule (for SEC use only)
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, 1998.
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: December 14, 1998
10