1
U.S. 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, 2000
(_) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
transition period From _________________to ___________________.
Commission file number: 0-25634
-------
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-0365268
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3000 Northwest 125th St., Miami, Florida 33167
(Address of principal executive offices)
(305) 681-0848
(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 Exchange Act during
the past 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 ( ) No (X)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common stock, $.001 par value, 14,321,616 shares outstanding at June
30, 2000
2
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
FORM 10-Q
INDEX
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - December 31, 1999 and June 30, 2000
Consolidated Statements of Operations - Three and six months
ended June 30, 1999 and 2000 Consolidated Statements of Cash
Flows - Six months ended June 30, 1999 and 2000 Notes to
Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
3
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, June 30,
1999 2000
---------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 56,000 $ 447,000
Accounts receivable, less allowance
for doubtful accounts of $1,299,000 and $1,335,000 30,278,000 32,939,000
Accounts receivable - related parties 452,000 205,000
Inventories 28,659,000 25,957,000
Prepaid expenses and other current assets 2,756,000 3,387,000
Assets of discontinued operations, net 3,384,000 3,111,000
Assets held for sale 5,984,000 5,984,000
---------------- ----------------
TOTAL CURRENT ASSETS 71,569,000 72,030,000
---------------- ----------------
PROPERTY AND EQUIPMENT
Land and improvements 1,538,000 1,538,000
Buildings and improvements 17,473,000 17,020,000
Machinery, tools and equipment 41,183,000 32,355,000
Computers and office equipment 8,326,000 7,414,000
---------------- ----------------
68,520,000 58,327,000
Less accumulated depreciation (14,719,000) (13,531,000)
---------------- ----------------
NET PROPERTY AND EQUIPMENT 53,801,000 44,796,000
---------------- ----------------
OTHER
Cost in excess of net assets acquired, net of
accumulated amortization of $2,587,000 and $3,085,000 22,902,000 22,201,000
Deferred financing costs, net of accumulated
amortization of $2,601,000 and $3,011,000 5,598,000 5,907,000
Other, net of accumulated amortization of $480,000 and $599,000 3,202,000 4,757,000
---------------- ----------------
TOTAL OTHER ASSETS 31,702,000 32,865,000
----------------
----------------
$ 157,072,000 $ 149,691,000
================ ================
4
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Unaudited)
December 31, June 30,
1999 2000
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Revolving line-of-credit $ 23,260,000 $ 19,476,000
Accounts payable - trade 22,277,000 18,867,000
Payable to seller for purchase price adjustment 1,463,000 1,048,000
Accrued Expenses
Compensation and related benefits 5,010,000 4,688,000
Current portion of warranty obligations 2,370,000 2,377,000
Interest and other 8,770,000 15,821,000
Current portion of capital lease
obligations 1,239,000 721,000
Current maturities of long-term debt 435,000 132,679,000
---------------- ----------------
TOTAL CURRENT LIABILITIES 64,824,000 195,677,000
Long-term debt, less current maturities 132,519,000 --
Long-term capital lease obligations,
less current portion 2,579,000 2,282,000
Accrued warranty obligations, less current portion 2,177,000 2,583,000
Other 2,547,000 3,009,000
---------------- ----------------
TOTAL LIABILITIES 204,646,000 203,551,000
---------------- ----------------
STOCKHOLDERS' DEFICIT
Preferred stock, Series A convertible, $.001 par,
20,000,000 shares authorized; no shares
outstanding -- --
Preferred stock, Series B convertible, $.01
par, 30,000 shares authorized; no shares
outstanding -- --
Common stock, $.001 par, 100,000,000 shares
authorized; 14,321,616 shares outstanding 14,000 14,000
Additional paid-in capital 9,142,000 9,142,000
Retained deficit (56,730,000) (63,016,000)
---------------- ----------------
TOTAL STOCKHOLDERS' DEFICIT (47,574,000) (53,860,000)
---------------- ----------------
$157,072,000 $ 149,691,000
================ ================
See accompanying notes to consolidated financial statements.
5
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited)
Three months ended Six months ended
June 30, June 30,
-------------------------------------- --------------------------------------
1999 2000 1999 2000
---------------- ----------------- ---------------- ------------------
Net Sales $ 80,997,000 $ 71,265,000 $ 152,294,000 $ 140,264,000
Cost of Sales 64,746,000 57,397,000 122,692,000 114,805,000
---------------- ----------------- --------------- -----------------
GROSS PROFIT 16,251,000 13,868,000 29,602,000 25,459,000
Selling Expense 6,942,000 6,740,000 13,649,000 13,549,000
General and Administrative Expenses 6,280,000 5,340,000 12,147,000 11,347,000
---------------- ----------------- --------------- -----------------
INCOME FROM CONTINUING OPERATIONS 3,029,000 1,788,000 3,806,000 563,000
---------------- ----------------- --------------- -----------------
Other Income (Expense)
Interest expense, net (5,216,000) (4,506,000) (9,585,000) (9,125,000)
Gain on sale of business -- -- -- 3,593,000
Miscellaneous (682,000) (481,000) (753,000) (729,000)
---------------- ----------------- --------------- -----------------
Total Other (Expense) (5,898,000) (4,987,000) (10,338,000) (6,261,000)
---------------- ----------------- --------------- -----------------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAX BENEFIT (2,869,000) (3,199,000) (6,532,000) (5,698,000)
Income Tax Benefit -- -- -- --
---------------- ----------------- --------------- -----------------
LOSS FROM CONTINUING OPERATIONS (2,869,000) (3,199,000) (6,532,000) (5,698,000)
LOSS FROM DISCONTINUED OPERATIONS (477,000) (588,000) (960,000) (588,000)
---------------- ----------------- --------------- -----------------
NET LOSS $ (3,346,000) $ (3,787,000) $ (7,492,000) $ (6,286,000)
================ ================= =============== =================
BASIC AND DILUTED LOSS PER COMMON SHARE
Continuing operations $ (0.20) $ (0.22) $ (0.47) $ (0.40)
Discontinued operations (0.04) (0.04) (0.07) (0.04)
---------------- ----------------- --------------- -----------------
BASIC AND DILUTED NET LOSS PER COMMON $ (0.24) $ (0.26) $ (0.54) $ (0.44)
SHARE
================ ================= =============== =================
See accompanying notes to consolidated financial statements.
6
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
June 30,
1999 2000
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations $ (6,532,000) $ (5,698,000)
Adjustments to reconcile loss from continuing operations
to net cash used in operating activities:
Depreciation 4,018,000 3,900,000
Amortization 1,903,000 1,036,000
Loss on sale of property and equipment 29,000 130,000
Special - loss on financing costs 652,000
Gain on sale of business -- (3,593,000)
Changes in assets and liabilities, net of effects of business
acquisitions and divestitures and discontinued operations:
Accounts receivable (7,177,000) (3,334,000)
Inventories (1,538,000) 252,000
Prepaid and other current assets (2,637,000) (820,000)
Other assets (2,613,000) (113,000)
Accounts payable 3,750,000 (2,376,000)
Accrued expenses and other liabilities 754,000 7,078,000
---------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (9,391,000) (3,538,000)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (3,780,000) (1,302,000)
Proceeds from the sale of property and equipment 3,176,000 533,000
Proceeds from the sale of business -- 10,407,000
Acquisition costs (719,000) --
---------------- ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,323,000) 9,638,000
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) on revolving line of credit 13,679,000 (3,784,000)
Payments on long-term debt and capital leases (486,000) (882,000)
Payments for debt issue costs (1,685,000) (720,000)
---------------- ----------------
NET CASH PROVIDED BY (USED IN)FINANCING ACTIVITIES 11,508,000 (5,386,000)
---------------- ----------------
CASH FLOWS PROVIDED BY CONTINUING OPERATIONS 794,000 714,000
CASH FLOWS USED IN DISCONTINUED OPERATIONS (570,000) (323,000)
---------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 224,000 391,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 88,000 56,000
---------------- ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 312,000 $ 447,000
================ ================
See accompanying notes to consolidated financial statements.
7
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
American Architectural Products Corporation (the "Company") is principally
engaged in the business of manufacturing residential and architectural windows
and doors through its wholly owned subsidiaries Eagle & Taylor Company ("ETC"),
Forte, Inc. ("Forte"), Western Insulated Glass, Co. ("Western"), Thermetic
Glass, Inc., Binnings Building Products, Inc. ("Binnings"), Danvid Window
Company, American Glassmith, Inc., Modern Window Corporation, VinylSource, Inc.
("VinylSource"), Denver Window Corporation, American Weather-Seal Company and TM
Window & Door.
In 2000, the Company sold Western and VinylSource and completed its previously
announced plan to exit its commercial business segment activities carried out
through Forte. Forte has been reflected as a discontinued operation in the
accompanying financial statements and accordingly, unless otherwise stated, the
accompanying notes for all periods presented exclude amounts related to this
discontinued operation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 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. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, necessary for the fair presentation of
financial position and results of operations have been made. Operating results
for interim periods are not necessarily indicative of results that may be
expected for the year ended December 31, 2000. The information included in this
Form 10-Q should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the financial
statements and notes thereto of the Company for the year ended December 31, 1999
included in the annual report on Form 10-K.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
2. Divestitures
In March 2000, the Company sold substantially all of the assets of Western for
approximately $5.6 million, consisting of $4.5 million in cash and a note
receivable for $1.1 million. Interest on the note is payable monthly at the
annual rate of 8%. The note matures in February 2002. The Company recorded a
gain of approximately $3.6 million on the sale. Additionally, the buyer signed a
distributorship agreement with the Company for the right to distribute certain
AAPC products.
In May 2000, the Company sold the inventories, leasehold improvements and
equipment of VinylSource for approximately $5.9 million in cash. The Company
recorded a loss of approximately $0.1 million on the sale.
3. Inventories
Inventories consisted of the following:
December 31, 1999 June 30, 2000
--------------------- ------------------
Raw materials $ 16,283,000 $ 14,930,000
Work-in-process 4,372,000 3,898,000
Finished goods 8,004,000 7,129,000
--------------------- ------------------
$ 28,659,000 $ 25,957,000
===================== ==================
8
4. Net Loss Per Share
Basic and diluted loss per common share amounts were computed by dividing net
loss by the weighted average number of common shares outstanding. A summary of
the basic and diluted loss per share amounts is as follows:
Three months ended Six months ended
June 30, June 30,
-------------------------------------- -----------------------------------
1999 2000 1999 2000
------------------- ------------------ ------------------- ---------------
EARNINGS
Continuing operations $ (2,869,000) $ (3,199,000) $ (6,532,000) $ (5,698,000)
Discontinued operations (477,000) (588,000) (960,000) (588,000)
SHARES
Basic and diluted 14,026,866 14,321,616 14,026,866 14,321,616
PER COMMON SHARE - BASIC AND DILUTED
Continuing operations $ (0.20) $ (0.22) $ (0.47) $ (0.40)
Discontinued operations (0.04) (0.04) (0.07) (0.04)
------------------- ------------------ ------------------ -----------------
$ (0.24) $ (0.26) $ (0.54) $ (0.44)
=================== ================== ================== =================
For all periods presented, certain common stock equivalents were excluded from
the computation of diluted net loss per share since their inclusion in the
computation would have an anti-dilutive effect.
5. Comprehensive Income
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. For the three
months ended June 30, 1999 and 2000, comprehensive income for the Company did
not differ from net income.
6. Financing & Debt Service
The Company's financial statements for the year ended December 31, 1999 were
prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. During the
years ended December 31, 1997, 1998 and 1999, the Company incurred losses of
$1.3 million, $8.8 million and $47.1 million, respectively, and has periodic
debt service obligations requiring substantial liquidity. Additionally, the
Company is required by the terms of the Notes to use consideration received from
the sale of assets to pay down its secured indebtedness or reinvest the
consideration in the assets of its business or a business in a related capacity.
Such reinvestment related to the sale of Taylor is required by September 3,
2000, which is 270 days after the sale. Furthermore, the Company was in
violation of certain covenants required to be met as a part of its
line-of-credit facility agreement at December 31, 1999 and March 31, 2000 but
obtained waivers from its lender for the violations.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent on its ability to generate sufficient cash flow
to meet its obligations on a timely basis, to comply with the terms of its debt
agreements, to obtain additional financing or refinancing as may be required and
ultimately, to attain profitability. To generate cash flow sufficient to meet
its requirements, the Company is contemplating financing transactions, which may
be in addition to its current debt structure or restructure of that debt and the
continued sale of certain non-core assets. Management can give no level of
assurance that the Company will be able to meet its cash flow requirements in
the future. The Company's future operating performance and ability to meet its
obligations will be subject to economic conditions and to financial, business
and other factors, many of which will be beyond the Company's control.
To generate cash flow sufficient to meet its requirements, the Company is
contemplating financing transactions, which may be in addition to its current
debt structure or restructure of that debt and the continued sale of certain
assets. Management can give no level of assurance that the Company will be able
to meet its cash flow requirements in the future. The Company's future operating
performance and ability to meet its obligation will be subject to economic
conditions and to financial, business and other factors, many of which will be
beyond the Company's control.
The Company is exploring various alternatives, including possible restructuring
of certain of its outstanding indebtedness. The Company announced in July 2000
that it had reached an agreement in principle for a consensual debt
restructuring with an unofficial committee representing holders of the notes.
The proposed restructuring is subject to a number of conditions, including
execution and delivery of mutually acceptable definitive documentation and the
acceptance by holders of a sufficient amount of outstanding notes, and there can
be no assurance that the restructuring will be successfully implemented on the
terms proposed. The Company will continue to explore various restructuring
alternatives and while there can be no assurance that the Company will proceed
with a restructuring of its indebtedness, any such restructuring may involve the
conversion of debt to equity or other similar transactions which could result in
material and substantial dilution to existing holders of the Company's equity
securities.
9
The Company's ongoing debt service obligations include semi-annual interest
payments of approximately $7.3 million, due each June 1 and December 1 through
December 1, 2007. The indenture governing the Notes provides that an "Event of
Default" includes the default in any payment of interest on the Notes when due,
continued for 30 days. Accordingly, the failure to make the June 1, 2000
interest payment within 30 days of the due date constitutes an Event of Default
under the indenture. Upon the occurrence of an Event of Default, the Trustee
representing the noteholders or noteholders of 25% or more of the Notes may
declare the notes, and unpaid interest, if any, due and payable immediately. The
Company did not make the interest payment on June 1, 2000 or within the 30 day
grace period, and accordingly, based on the noteholders' rights to demand the
Notes due and payable immediately, the Company has reclassified its Notes as a
current liability. The Company will continue to explore various restructuring
alternatives, including the possible refinancing of its senior secured bank
revolver.
At June 30, 2000, the Company had $5.5 million available under its revolving
line-of-credit facility and the interest rate was 9.75%.
7. Income Taxes
The Company established a full valuation allowance on its income tax benefit for
the three and six months ended June 30, 1999 and 2000.
8. Segment Information
Three months ended June 30
----------------------------------------------------------------
1999 2000
------------------------------ ------------------------------
Residential Extrusion Residential Extrusion
--------------- -------------- --------------- --------------
Revenues from external customers $ 68,587,000 $ 12,410,000 $ 64,669,000 $ 6,595,000
Intersegment revenues 1,162,000 595,000 1,237,000 819,000
Operating profit (loss) 4,740,000 476,000 3,898,000 (831,000)
Total assets 139,419,000 40,231,000 118,149,000 12,551,000
Six months ended June 30
----------------------------------------------------------------
1999 2000
------------------------------ ------------------------------
Residential Extrusion Residential Extrusion
--------------- -------------- --------------- --------------
Revenues from external customers $ 127,865,000 $ 24,430,000 $ 125,071,000 $15,193,000
Intersegment revenues 2,157,000 983,000 1,925,000 1,878,000
Operating profit (loss) 7,392,000 756,000 4,961,000 (1,578,000)
Total assets 139,419,000 40,231,000 118,149,000 12,551,000
A reconciliation of combined operating profit for the residential and extrusion
segments to consolidated loss before income taxes is as follows:
Three months ended Six months ended
June 30 June 30
-------------------------------- -----------------------------
1999 2000 1999 2000
--------------- ---------------- -------------- --------------
Total profit from operating segments $ 5,216,000 $ 3,067,000 $ 8,148,000 $ 3,383,000
Less:
Corporate and eliminations 2,187,000 1,279,000 4,342,000 2,820,000
Other (income) expenses 682,000 481,000 753,000 (2,864,000)
Interest expense, net 5,216,000 4,506,000 9,585,000 9,125,000
--------------- ---------------- -------------- --------------
Loss from continuing operations before income taxes $ (2,869,000) $ (3,199,000) $ (6,532,000) $ (5,698,000)
=============== ================ ============== ==============
9. Discontinued Operation
10
On December 16, 1999, the Board of Directors of the Company approved a plan to
abandon its commercial business segment, conducted through its wholly-owned
subsidiary, Forte, which manufactures aluminum windows used in commercial
applications such as schools, dormitories, hospitals, institutions, municipal
buildings and military buildings. The Company discontinued operations at Forte
in May 2000 and is actively seeking a buyer for its remaining assets. The
results of operations for Forte have been presented as discontinued operations
in the accompanying financial statements for all periods. Net revenues generated
by Forte for the six months ended June 30, 1999 and 2000 were $2,549,000 and
$1,939,000, respectively. The Company did not recognize income tax benefits on
the losses from discontinued operations. The loss from discontinued operations
for the period ended June 30, 1999 was $1,087,000 and consisted of the loss
generated from operations.
The net assets of Forte have been reported in the accompanying consolidated
balance sheets as assets of discontinued operations, net and are classified as
current based on the expected timing of recoverability. A summary of the net
assets of this discontinued business is as follows:
December 31, June 30,
1999 2000
---------------------- --------------------
Accounts receivable $ 1,983,000 $ 2,008,000
Inventory 1,552,000 1,287,000
Property, plant and equipment 1,630,000 1,229,000
Other assets 135,000 9,000
---------------------- --------------------
Assets 5,300,000 4,533,000
Accounts payable 678,000 525,000
Other liabilities 1,238,000 897,000
---------------------- --------------------
Liabilities 1,916,000 1,422,000
---------------------- --------------------
Net assets $ 3,384,000 $ 3,111,000
====================== ====================
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 AND 1999
In December 1999, the Company announced the discontinuance of the operations of
its commercial business, Forte. The operating results of this business have
continually declined and the Company implemented a plan to discontinue
operations by May 2000. The Company is currently seeking a buyer for the assets
of the business. Forte has been recorded as a discontinued operation in the
accompanying financial statements. Therefore, the following discussion and
analysis refer only to continuing businesses of the Company.
Net Sales. Net sales for the three months ended June 30, 2000 were $71.3 million
as compared with $81.0 million for the three months ended June 30, 1999. The
decrease of $9.7 million results primarily from an $11.8 million reduction of
sales attributed to businesses sold (Taylor, Western and VinylSource), offset by
$3.8 million of sales from TM Window & Door, acquired in October 1999. The
Company had an internal sales decline in the quarter of $1.7 million. Net sales
in the residential segment, excluding acquisition and divestiture activity,
increased approximately $4.7 million over the comparable period of the prior
year due primarily to sales volume increases with existing and new customers in
the aluminum-clad wood markets and volumes associated with new products in the
vinyl window market. Extrusion sales, excluding acquisition and divestiture
activities, were down $6.4 million largely reflecting a $3.2 million decrease in
sales for the plastic extrusion group which suffered a plant loss due to fire in
October 1999. Extrusion sales were down $3.2 million in the aluminum group due
to declining demands.
Gross Profit. Gross profit decreased $2.4 million to $13.9 million for the three
months ended June 30, 2000 from $16.3 million for the three months ended June
30, 1999. This decrease reflects a $1.7 million decline attributed to businesses
sold, offset by sales of TM Window & Door and a $0.6 million decline
internally. Exclusive of acquisition and divestiture activity, the residential
segment reported a $0.7 million increase in gross profit while the extrusion
segment reported a $1.3 million decline in its gross profit. The residential
increase represents profits on incremental sales. The extrusion decline
results directly from the sales decline and higher fixed costs associated with
the Company's aluminum facility in the southern United States. The gross margin
for the three months ended June 30, 2000 was 19.5% compared to 20.1% for the
three months ended June 30,1999. The decrease in gross margin reflects the
decline in the gross profit of the Company's aluminum fabrication and extrusion
businesses in the southern United States.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended June 30, 2000 were $12.1
million compared to $13.2 million for the comparable period in 1999. The sale
of Taylor, Western and VinylSource and the acquisition of TM Window & Door
resulted in a net decrease of $1.1 million in selling, general and
administrative expenses for the three month period. Internally, the Company's
selling, general and administrative costs decreased $0.2, which was the result
of a $0.7 million increase in the residential segment and a $0.9 million
decrease in corporate costs. The increase in the residential segment results
primarily from higher selling costs with the Company's southern and southwestern
aluminum operations. The decline in corporate costs results from the downsizing
and related move of the corporate offices in the fourth quarter of 1999.
Income from Operations. The Company had income from operations for the three
months ended June 30, 2000 of $1.8 million, compared to $3.0 million for the
three months ended June 30, 1999.
Interest Expense. Interest expense decreased from $5.2 million for the three
months ended June 30,1999 to $4.5 million for the three months ended June 30,
2000. Interest on the line of credit facility was higher in 1999 due to
outstanding amounts and the costs associated with the temporary increase in the
line-of-credit.
Income Taxes. The Company established a full valuation allowance on its income
tax benefit recorded for the three months ended June 30, 2000 and 1999.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 AND 1999
12
Net Sales. Net sales for the six months ended June 30, 2000 were $140.3 million
as compared with $152.3 million for the six months ended June 30, 1999. The
decrease of $12.0 million results primarily from a sales reduction of $18.5
million attributable to businesses sold (Taylor, Western and VinylSource),
offset by $6.0 million in sales from TM Window & Door, acquired in October 1999.
The Company's internal sales were constant for the year to date periods ended
June 30, 2000 and 1999, but consisted of $9.9 million increase in residential
sales and a $9.9 million decline in extrusion sales. The residential increases
are due primarily to sales volume increases with existing and new customers in
the aluminum-clad wood markets and volumes associated with new products in the
vinyl window market. The extrusion decline reflects a $4.7 million decrease in
sales for the plastic extrusion group which suffered a plant loss due to fire in
October 1999 and a $5.2 million decrease in the aluminum group due to declining
volume demands.
Gross Profit. Gross profit decreased $4.1 million to $25.5 million for the six
months ended June 30, 2000 from $29.6 million for the six months ended June 30,
1999. This decrease reflects a $2.6 million decline attributed to businesses
sold, offset by sales of TM Window & Door and a $1.6 million decline
internally. Exclusive of acquisition and divestiture activity, the residential
segment reported a $0.9 million increase in gross profit while the extrusion
segment reported a $2.5 million decline in its gross profit. The residential
increase represents profits on incremental sales. The extrusion decline
results directly from the sales decline and higher fixed costs associated with
the Company's aluminum facility in the southern United States. The gross margin
for the six months ended June 30, 2000 was 16.3% compared to 19.2% for the six
months ended June 30,1999. The decrease in gross margin reflects the decline
in the gross profit of the Company's aluminum fabrication and extrusion
businesses in the southern United States.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the six months ended June 30, 2000 were $24.9
million compared to $25.8 million for the comparable period in 1999. The sale
of Taylor, Western and VinylSource and the acquisition of TM Window & Door
resulted in a net decrease of $1.5 million in selling, general and
administrative expenses for the six month period. Internally, the Company's
selling, general and administrative costs increased $0.6 million, which was the
result of a $2.2 million increase in the residential segment, a $0.2 million
decrease in extrusion costs and a $1.3 million decrease in corporate costs. The
increase in the residential segment results primarily from higher selling costs
with the Company's southern and southwestern aluminum operations. The decline in
corporate costs results from the downsizing and related move of the corporate
offices in the fourth quarter of 1999.
Income from Operations. The Company had income from operations for the six
months ended June 30, 2000 of $0.6 million, compared to $3.8 million for the six
months ended June 30, 1999.
Interest Expense. Interest expense decreased from $9.6 million for the six
months ended June 30,1999 to $9.1 million for the six months ended June 30,
2000. Interest on the line of credit facility was higher in 1999 due to
outstanding amounts and the costs associated with the temporary increase in the
line-of-credit.
Income Taxes. The Company established a full valuation allowance on its income
tax benefit recorded for the six months ended June 30, 2000 and 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity requirements are for debt service
under its unsecured Senior Notes due 2007 (Notes), the note issued in
connection with the Weather-Seal acquisition and the revolving credit facility
and for working capital needs and capital expenditures.
Cash used in operating activities was $9.4 million and $3.5 million for
the six months ended June 30, 1999 and 2000, respectively. The decrease in cash
used in operations for 2000 over the prior year reflects improved management of
operating cash through receivables and payables and improved inventory
management.
Capital expenditures for the six months ended June 30, 1999 and 2000
were $3.8 million and $1.3 million, respectively. The Company has deferred its
discretionary capital expenditures due to current liquidity constraints.
Management expects that its capital expenditure program will continue at a
sufficient level to support the strategic and operating needs of the Company.
Future capital expenditures are expected to be funded from internally generated
funds, leasing programs and the Company's current and future credit facilities.
Cash provided by investing activities in the six months ended June 30, 2000
includes $4.5 million in cash received from the sale of Western and $5.9 million
in cash received from the sale of VinylSource.
Net activity on the Company's line of credit resulted in a source of
cash of $13.7 million during the six months ended June 30, 1999 and a use of
cash of $3.8 million for the same period of 2000. This reflects the Company
generating
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cash from the sales of Western and VinylSource and using less borrowed cash in
operations than in 1999.
The Company's financial statements for the year ended December 31, 1999
were prepared on a going concern basis, which contemplates the realization of
assets and liabilities in the normal course of business. For the fiscal years
ended December 31, 1997, 1998 and 1999, the Company incurred losses of $1.3
million, $8.8 million and $47.1 million, respectively, and has periodic debt
service obligations requiring substantial liquidity. Additionally, the Company
is required by the terms of the Notes to use consideration received from the
sale of assets to pay down its secured indebtedness or reinvest the
consideration in the assets of its business or a business in a related capacity.
Such reinvestment of approximately $9.2 million in proceeds from the sale of
Taylor is required by September 3, 2000, which is 270 days after the sale.
Furthermore, the Company failed to meet certain covenants required under its
line of credit facility at December 31, 1999 and March 31, 2000 but obtained
waivers from its lenders. These factors, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent on its ability to generate sufficient cash flow
to meet its obligations on a timely basis, to comply with the terms of its debt
agreements, to obtain additional financing or refinancing as may be required and
ultimately, to attain profitability. To generate cash flow sufficient to meet
its requirements, the Company is contemplating financing transactions, which may
be in addition to its current debt structure or restructure of that debt and the
continued sale of certain non-core assets. Management can give no level of
assurance that the Company will be able to meet its cash flow requirements in
the future. The Company's future operating performance and ability to meet its
obligations will be subject to economic conditions and to financial, business
and other factors, many of which will be beyond the Company's control.
The Company is exploring various alternatives, including possible
restructuring of certain of its outstanding indebtedness. The Company announced
in July 2000 that it had reached an agreement in principle for a consensual debt
restructuring with an unofficial committee representing holders of the notes.
The proposed restructuring is subject to a number of conditions, including
execution and delivery of mutually acceptable definitive documentation and the
acceptance by holders of a sufficient amount of outstanding notes, and there can
be no assurance that the restructuring will be successfully implemented on the
terms proposed. The Company will continue to explore various restructuring
alternatives and while there can be no assurance that the Company will proceed
with a restructuring of its indebtedness, any such restructuring may involve the
conversion of debt to equity or other similar transactions which could result in
material and substantial dilution to existing holders of the Company's equity
securities.
The Company's ongoing debt service obligations include semi-annual
interest payments of approximately $7.3 million, due each June 1 and December 1
through December 1, 2007. The indenture governing the Notes provides that an
"Event of Default" includes the default in any payment of interest on the Notes
when due, continued for 30 days. Accordingly, the failure to make the June 1,
2000 interest payment within 30 days of the due date constitutes an Event of
Default under the indenture. Upon the occurrence of an Event of Default, the
Trustee representing the noteholders or noteholders of 25% or more of the Notes
may declare the notes, and unpaid interest, if any, due and payable immediately.
The Company did not make the interest payment on June 1, 2000 or within the 30
day grace period, and accordingly, based on the noteholders' rights to demand
the Notes due and payable immediately, the Company has reclassified its Notes as
a current liability. The Company continues to work with its financial advisors
to consider options relating to refinancing, raising new capital, restructuring
existing funded debt obligations and potential sales of assets. The Company will
also continue to pursue the possible refinancing of its senior secured bank
revolver.
To generate cash flow sufficient to meet its requirements, the Company is
contemplating financing transactions, which may be in addition to its current
debt structure or restructure of that debt and the continued sale of certain
assets. Management can give no level of assurance that the Company will be able
to meet its cash flow requirements in the future. The Company's future operating
performance and ability to meet its obligation will be subject to economic
conditions and to financial, business and other factors, many of which will be
beyond the Company's control.
SEASONALITY
The Company's business is seasonal since its primary revenues are
driven by residential construction. Inclement weather during the winter months,
particularly in the northeast and midwest regions of the United States, usually
reduces the level of building and remodeling activity in both the home
improvement and new construction markets and, accordingly, has an adverse impact
on the demand for fenestration products. Traditionally, the Company's lowest
sales levels usually occur during the first and fourth quarters. The Company
believes that its acquisitions in the southwestern and southeastern United
States minimize the risk to the Company for potentially unusual inclement
weather conditions in the midwest and the northeast. Because a high percentage
of the Company's manufacturing overhead and operating expenses are relatively
fixed throughout the year, operating income has historically been lower in
quarters with lower sales. Working capital requirements are usually at their
highest level during the second and third quarters.
CYCLICALITY
Demand in the fenestration industry is influenced by new home
construction activity and the demand for replacement products. Trends in the
housing sector directly impact the financial performance of the Company.
Accordingly, the strength of the U.S. economy, the age of existing home stock,
job growth, consumer confidence, consumer credit, interest rates and migration
of the inter/intra U.S. population have a direct impact on the Company. Any
declines in new housing starts and/or demand for replacement products may
adversely impact the Company and there can be no assurance that any such adverse
effects would not be material.
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INFLATION AND RAW MATERIAL COSTS
During the past several years, the rate of inflation has been
relatively low and has not had a significant impact on the Company's operations.
However, the Company purchases raw materials, such as aluminum, wood, vinyl and
glass, that are subject to fluctuations in price that may not reflect the
general rate of inflation, and are more closely tied to the supply of and demand
for the particular commodity. Specifically, there have been periods of
significant and rapid changes in aluminum prices, with a concurrent short-term
impact on the Company's operating margins. In some cases, generally where the
increases have been modest, the Company has been able to mitigate the effect of
these price increases over the long-term by passing them on to customers.
FORWARD-LOOKING STATEMENTS
Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
Company's future financial position and operating results. Such statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "expect," "anticipate," "intend," and "believe"
and similar words or expressions are intended to identify forward-looking
statements. These statements speak only as of the date of this report. The
statements are based on current expectations, are inherently uncertain, are
subject to risks, and should be viewed with caution. Actual results and
experience may differ materially from the forward-looking statements as a result
of many factors, including changes in economic conditions in the markets served
by the Company, increasing competition, fluctuations in raw materials and energy
prices, and other unanticipated conditions. It is not possible to foresee or
identify all such factors. The Company makes no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances
after the date hereof that may affect the accuracy of any forward-looking
statement.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's earnings are affected by changes in short term interest rates
related to its line of credit facility and a promissory note to the former
parent of an acquired company. If the market rates for short term borrowings
increased by 1%, the impact would be an interest expense increase of $75,000
corresponding increase in loss before taxes of the same amount, for the three
months ended June 30, 2000. The amount was determined by considering the impact
of hypothetical interest rates on the Company's borrowing cost and debt balances
at June 30, 2000 by category.
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PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
May 23, 2000 Form 8-K was filed reporting the resignation of the Company's
President and CEO and its outside directors.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Date: August 14, 2000 /s/ William T. Hull
-------------------
William T. Hull
Chief Financial Officer