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 September 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
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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
September 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 September
30, 2000
Consolidated Statements of Operations - Three and nine months
ended September 30, 1999 and 2000 Consolidated Statements of
Cash Flows - Nine months ended September 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, September 30,
1999 2000
---------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 56,000 $ 34,000
Accounts receivable, less allowance
for doubtful accounts of $1,299,000 and $1,377,000 30,278,000 34,053,000
Accounts receivable - related parties 452,000 82,000
Inventories 28,659,000 25,418,000
Prepaid expenses and other current assets 2,756,000 3,584,000
Assets of discontinued operations, net 3,384,000 4,345,000
Assets held for sale 5,984,000 4,369,000
---------------- ----------------
TOTAL CURRENT ASSETS 71,569,000 71,885,000
---------------- ----------------
PROPERTY AND EQUIPMENT
Land and improvements 1,538,000 1,538,000
Buildings and improvements 17,473,000 17,153,000
Machinery, tools and equipment 41,183,000 32,656,000
Computers and office equipment 8,326,000 7,394,000
---------------- ----------------
68,520,000 58,741,000
Less accumulated depreciation (14,719,000) (14,997,000)
---------------- ----------------
NET PROPERTY AND EQUIPMENT 53,801,000 43,744,000
---------------- ----------------
OTHER
Cost in excess of net assets acquired, net of
accumulated amortization of $2,587,000 and $3,312,000 22,902,000 21,948,000
Deferred financing costs, net of accumulated
amortization of $2,601,000 and $3,216,000 5,598,000 7,085,000
Other, net of accumulated amortization of $480,000 and $694,000 3,202,000 3,697,000
---------------- ----------------
TOTAL OTHER ASSETS 31,702,000 32,730,000
---------------- ----------------
$ 157,072,000 $ 148,359,000
================ ================
4
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Unaudited)
December 31, September 30,
1999 2000
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Revolving line-of-credit $ 23,260,000 $ 22,142,000
Accounts payable - trade 22,277,000 16,935,000
Payable to seller for purchase price adjustment 1,463,000 1,048,000
Accrued Expenses
Compensation and related benefits 5,010,000 4,472,000
Current portion of warranty obligations 2,370,000 2,379,000
Interest and other 8,770,000 19,383,000
Current portion of capital lease
obligations 1,239,000 603,000
Current maturities of long-term debt 435,000 132,617,000
---------------- ----------------
TOTAL CURRENT LIABILITIES 64,824,000 199,579,000
Long-term debt, less current maturities 132,519,000 --
Long-term capital lease obligations,
less current portion 2,579,000 2,155,000
Accrued warranty obligations, less current portion 2,177,000 2,364,000
Other 2,547,000 3,010,000
---------------- ----------------
TOTAL LIABILITIES 204,646,000 207,108,000
---------------- ----------------
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) (67,905,000)
---------------- ----------------
TOTAL STOCKHOLDERS' DEFICIT (47,574,000) (58,749,000)
---------------- ----------------
$ 157,072,000 $ 148,359,000
================ ================
See accompanying notes to consolidated financial statements.
5
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited)
Three months ended Nine months ended
September 30, September 30,
------------------------------------- --------------------------------------
1999 2000 1999 2000
--------------- ----------------- ---------------- ------------------
Net Sales $ 85,762,000 $ 69,836,000 $ 238,269,000 $ 210,100,000
Cost of Sales 68,186,000 56,962,000 191,091,000 171,767,000
--------------- ----------------- --------------- ---------------
GROSS PROFIT 17,576,000 12,874,000 47,178,000 38,333,000
Selling Expense 6,928,000 6,158,000 20,577,000 19,707,000
General and Administrative Expenses 5,768,000 5,159,000 17,916,000 16,506,000
--------------- ----------------- --------------- ---------------
INCOME FROM CONTINUING OPERATIONS 4,880,000 1,557,000 8,685,000 2,120,000
--------------- ----------------- --------------- ---------------
Other Income (Expense)
Interest expense, net (5,125,000) (4,703,000) (14,710,000) (13,828,000)
Gain on sale of business -- -- -- 3,593,000
Asset Impairment -- (1,615,000) -- (1,615,000)
Miscellaneous (550,000) (63,000) (1,302,000) (792,000)
--------------- ----------------- --------------- ---------------
Total Other (Expense) (5,675,000) (6,381,000) (16,012,000 (12,642,000)
--------------- ----------------- --------------- ---------------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAX BENEFIT (795,000) (4,824,000) (7,327,000) (10,522,000)
Income Tax Benefit -- -- -- --
--------------- ----------------- --------------- ---------------
LOSS FROM CONTINUING OPERATIONS (795,000) (4,824,000) (7,327,000) (10,522,000)
LOSS FROM DISCONTINUED OPERATIONS (454,000) (65,000) (1,413,000) (653,000)
--------------- ----------------- --------------- ---------------
NET LOSS $ (1,249,000) $ (4,889,000) $ (8,740,000) $ (11,175,000)
=============== ================= =============== ===============
BASIC AND DILUTED LOSS PER COMMON SHARE
Continuing operations $ (.06) $ (.34) $ (.52) $ (.73)
Discontinued operations (.03) - (.10) (.05)
--------------- ----------------- --------------- ---------------
BASIC AND DILUTED NET LOSS PER COMMON
SHARE $ (.09) $ (.34) $ (.62) $ (.78)
=============== ================= =============== ===============
See accompanying notes to consolidated financial statements.
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30,
1999 2000
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations $ (7,327,000) $ (10,522,000)
Adjustments to reconcile loss from continuing operations
to net cash provided by (used in) operating activities:
Depreciation 6,217,000 5,399,000
Amortization 2,835,000 1,554,000
Loss on sale of property and equipment 55,000 130,000
Special - loss on financing costs 1,031,000 --
Gain on sale of business -- (3,593,000)
Asset Impairment 1,615,000
Changes in assets and liabilities, net of effects of business
acquisitions and divestitures and discontinued operations:
Accounts receivable (6,452,000) (4,325,000)
Inventories (1,237,000) 791,000
Prepaid and other current assets (1,466,000) (1,017,000)
Other assets (2,889,000) 1,373,000
Accounts payable 2,880,000 (4,294,000)
Accrued expenses and other liabilities 6,515,000 9,713,000
---------------- ----------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 162,000 (3,176,000)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (6,107,000) (1,749,000)
Proceeds from the sale of property and equipment 3,176,000 533,000
Proceeds from the sale of business -- 10,407,000
Acquisition costs (770,000) --
---------------- ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (3,701,000) 9,191,000
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) on revolving line of credit 7,501,000 (1,118,000)
Payments on long-term debt and capital leases (1,707,000) (1,189,000)
Payments for debt related costs (703,000) (2,102,000)
---------------- ----------------
NET CASH PROVIDED BY (USED IN)FINANCING ACTIVITIES 5,091,000 (4,409,000)
---------------- ----------------
CASH FLOWS PROVIDED BY CONTINUING OPERATIONS 1,552,000 1,606,000
CASH FLOWS USED IN DISCONTINUED OPERATIONS (1,455,000) (1,628,000)
---------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 97,000 (22,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 88,000 56,000
---------------- ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 185,000 $ 34,000
================ ================
See accompanying notes to consolidated financial statements.
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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"), WIG Liquidation Company ("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 February 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 September 30, 2000
------------------ ------------------
Raw materials $ 16,283,000 $ 13,996,000
Work-in-process 4,372,000 4,196,000
Finished goods 8,004,000 7,226,000
------------------
------------------
$ 28,659,000 $ 25,418,000
================== ==================
8
4. Assets Held For Sale
During 1999, the Company moved its Binnings extrusion and manufacturing
operations from Aventura, Florida into a newly leased facility in Miami,
Florida. The company sold this facility in November 2000. The Company recorded
an impairment loss of $1,650,000 during the third quarter to reduce the carrying
value of the assets held for sale to net realizable value.
5. 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 Nine months ended
September 30, September 30,
-------------------------------------- -----------------------------------
1999 2000 1999 2000
-------------------------------------- -----------------------------------
EARNINGS
Continuing operations $ (795,000) $ (4,824,000) $ (7,327,000) $ (10,522,000)
Discontinued operations (454,000) (65,000) (1,413,000) (653,000)
SHARES
Basic and diluted 14,321,837 14,321,616 14,018,420 14,321,616
PER COMMON SHARE - BASIC AND DILUTED
Continuing operations $ (.06) $ (.34) $ (.52) $ (.73)
Discontinued operations (.03) (.00) (.10) (.05)
-------------------------------------- ------------------------------------
$ (.09) $ (.34) $ (.62) $ (.78)
====================================== ====================================
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.
6. 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 September 30, 1999 and 2000, comprehensive income for the Company
did not differ from net income.
7. Financing and 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. 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 September 30,
2000 but obtained waivers from its lender for the violations.
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 on 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. Additionally, the Company may be 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 was required by September 3, 2000, 270 days after the sale, and did not
occur. The Company further anticipates that the next scheduled interest payment
on the Notes, due
9
December 1, 2000 will not be made on the due date or within 30 days thereafter.
The financial statements do not include any adjustments relating to the
recoverability of assets 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.
In July 2000, the Company announced that it had reached an agreement in
principle with an unofficial committee representing holders of the Notes for a
consensual restructuring of the Company's indebtedness. This agreement provides
for satisfaction of amounts owed to the Noteholders as follows: By January 31,
2001, the Company would pay the Noteholders a fixed cash settlement amount of
57.5% of the outstanding principal amount of the Senior Notes and Management
will fund the cash payment through the sale of the Eagle Window and Door, Inc.
division (Eagle). The Company is actively pursuing the sale of Eagle. 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. While the Company has
been working to satisfy various conditions necessary to implement the
restructuring, there can be no assurance that the restructuring will be
successfully implemented on the terms proposed. Furthermore, any restructuring
of the Company's indebtedness may involve the liquidation of assets, 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. In addition to pursuing the consensual restructuring discussed
above, the Company is continuing to explore various other restructuring
alternatives. In connection with the proposed restructuring, the Company has
incurred significant consulting fees. These fees have been deferred in the
Consolidated Balance Sheet and total $1, 397,000 at September 30, 2000.
To meet its operating cash requirements, the Company is contemplating various
financing alternatives, including the incurrence of additional indebtedness, the
restructure or replacement of its revolving credit facility, and the sale of
additional assets. Certain of the financing alternatives are dependent upon the
implementation of the overall consensual restructuring proposal discussed above.
There can be no assurance that the Company will successfully implement any such
financing transaction or 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 also be subject to economic conditions and
to financial, business and other factors, many of which will be beyond the
Company's control.
At September 30, 2000, the Company had $2.9 million available under its
revolving line-of-credit facility and the interest rate was 9.75%.
8. Income Taxes
The Company established a full valuation allowance on its income tax benefit for
the three and nine months ended September 30, 1999 and 2000.
9. Segment Information
Three months ended September 30
----------------------------------------------------------------
1999 2000
------------------------------ ------------------------------
Residential Extrusion Residential Extrusion
------------------------------ ------------------------------
Revenues from external customers $ 73,472,000 $ 12,290,000 $ 63,575,000 $6,261,000
Intersegment revenues -- 10,008,000 -- 3,009,000
Operating profit (loss) 6,357,000 198,000 3,138,000 (225,000)
Total assets 138,505,000 41,386,000 120,805,000 10,016,000
10
Nine months ended September 30
--------------------------------------------------------------------
1999 2000
------------------------------- ---------------------------------
Residential Extrusion Residential Extrusion
------------------------------- ---------------------------------
Revenues from external customers $ 201,548,000 $ 36,721,000 $ 194,781,000 $15,319,000
Intersegment revenues -- 11,455,000 -- 2,922,000
Operating profit (loss) 13,749,000 955,000 7,430,000 (1,133,000)
Total assets 138,505,000 41,386,000 120,805,000 10,016,000
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
September 30 September 30
--------------------------------------------------------------
1999 2000 1999 2000
--------------------------------------------------------------
Total profit from operating segments $ 6,555,000 $ 2,913,000 $ 14,704,000 $ 6,297,000
Less:
Corporate and eliminations 1,675,000 1,356,000 6,019,000 4,177,000
Other (income) expenses 550,000 63,000 1,302,000 (2,801,000)
Interest expense, net 5,125,000 4,703,000 14,710,000 13,828,000
--------------- ---------------- -------------- --------------
Loss from continuing operations before income taxes $ (795,000) $ (3,209,000) $ (7,327,000) $ (8,907,000)
=============== ================ ============== ==============
10. Discontinued Operation
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 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 nine months ended September 30, 1999 and 2000 were $2,672,000 and
$2,738,000, respectively. The Company did not recognize income tax benefits on
the losses from discontinued 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, September 30,
1999 2000
--------------------------------------
Accounts receivable $ 1,983,000 $ 1,869,000
Inventory 1,552,000 1,808,000
Property, plant and equipment 1,630,000 1,291,000
Other assets 135,000 --
--------------------------------------
Assets 5,300,000 4,968,000
Accounts payable 678,000 152,000
Other liabilities 1,238,000 471,000
--------------------------------------
Liabilities 1,916,000 623,000
--------------------------------------
Net assets $ 3,384,000 $ 4,345,000
====================-=================
11
11. Subsequent Event
In May 2000, the Company accepted the resignation of its former President and
Chief Executive Officer. During the third quarter, a Separation Agreement and
Release was signed which included, among other things, an agreement, by the
Company to repurchase 500,000 shares of the Company's common stock and the
release of the Company from any obligations arising from former employment. This
transaction was completed in November at which time the Company recognized
500,000 shares of Treasury Stock at par value.
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED September 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 during the year 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 September 30, 2000 were $69.8
million as compared with $85.8 million for the three months ended September 30,
1999. The decrease of $16 million resulted primarily from a $15.8 million
reduction of sales attributed to businesses sold (Taylor, Western and
VinylSource), offset by $3.5 million of sales from TM Window & Door, acquired in
October 1999. The Company had an internal sales decline in the quarter of $3.7
million. Net sales in the residential segment, excluding acquisition and
divestiture activity, decreased approximately $3.4 million from the comparable
period of the prior year due primarily to sales volume declines in the aluminum
and wood markets. Extrusion sales, excluding acquisition and divestiture
activities, were down $.2 million due to declining demands for aluminum
extrusion.
Gross Profit. Gross profit decreased $4.7 million to $12.9 million for the three
months ended September 30, 2000 from $17.6 million for the three months ended
September 30, 1999. This decrease reflects a $3 million decline attributed to
businesses sold, offset by gross profit of TM Window & Door and a $1.7 million
decline internally. Exclusive of acquisition and divestiture activity, the
residential segment reported a $1.7 million decrease in gross profit and the
extrusion segment reported a $.2 million decline in its gross profit. The
residential decrease results from a decline in sales in the southern United
States during the third quarter. 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 September 30, 2000 was 18.4% compared to 20.5% for the three months ended
September 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 and southwestern United States.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended September 30, 2000 were $11.3
million compared to $12.7 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 $1.4 million in selling, general and administrative
expenses for the three-month period. Internally, the Company's selling, general
and administrative costs increased $65,000, which was the result of a $.4
million increase in the residential segment, a $35,000 increase in the extrusion
segment, and a $.3 million decrease in corporate costs. The increase in the
residential and extrusion segments result primarily from higher selling costs
with the Company's 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 September 30, 2000 of $1.6 million, compared to $4.9 million for
the three months ended September 30, 1999.
Interest Expense. Interest expense decreased from $5.1 million for the three
months ended September 30,1999 to $4.7 million for the three months ended
September 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 September 30, 2000 and 1999.
13
COMPARISON OF NINE MONTHS ENDED September 30, 2000 AND 1999
Net Sales. Net sales for the nine months ended September 30, 2000 were $210.1
million as compared with $238.3 million for the nine months ended September 30,
1999. The decrease of $28.2 million resulted primarily from a sales reduction of
$31.8 million attributable to businesses sold (Taylor, Western and VinylSource),
offset by $10 million in sales from TM Window & Door, acquired in October 1999.
The Company's internal sales declined by $6.4 million, which consisted of a $.6
million decrease in residential sales and a $5.8 million decline in extrusion
sales. The residential decrease is due primarily to sales volume declines in the
aluminum and wood markets. The extrusion decline results from a decrease in the
aluminum extrusion volume demands.
Gross Profit. Gross profit decreased $8.8 million to $38.3 million for the nine
months ended September 30, 2000 from $47.1 million for the nine months ended
September 30, 1999. This decrease reflects a $4.7 million decline attributed to
businesses sold, offset by gross profit of TM Window & Door and a $4.1 million
decline internally. Exclusive of acquisition and divestiture activity, the
residential segment's gross profit declined by $2.8 million due to increased
aluminum costs and the extrusion segment reported a $1.3 million decline in its
gross profit. 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 nine months ended September 30,
2000 was 18.2% compared to 19.8% for the nine months ended September 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 nine months ended September 30, 2000 were $36.2
million compared to $38.5 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 $2.4 million in selling, general and administrative
expenses for the nine month period. Internally, the Company's selling, general
and administrative costs increased $.1 million, which was the result of a $3.0
million increase in the residential segment, a $1.1 million decrease in
extrusion costs and a $1.8 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 decrease in
extrusion costs results from lower selling and administrative costs in the
southeastern 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 nine
months ended September 30, 2000 of $2.1 million, compared to $8.7 million for
the nine months ended September 30, 1999.
Interest Expense. Interest expense decreased from $14.7 million for the nine
months ended September 30,1999 to $13.8 million for the nine months ended
September 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 nine months ended September 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 $3.2 million during the nine months ended
September 30, 2000 versus $162,000 provided by operations during the same period
in 1999. The decrease in cash reflects the decline in operating results as
discussed above.
Capital expenditures for the nine months ended September 30, 1999 and 2000 were
$6.1 million and $1.7 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 nine
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months ended September 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
$7.5 million during the nine months ended September 30, 1999 and a use of cash
of $1.1 million for the same period of 2000. This reflects the Company
generating 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 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. 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 September 30,
2000 but obtained waivers from its lender for the violations.
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 on 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. Additionally, the Company may be 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 was required by September 3, 2000, 270 days after the sale, and did not
occur.
The financial statements do not include any adjustments relating to the
recoverability of assets 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.
In July 2000, the Company announced that it had reached an agreement in
principle with an unofficial committee representing holders of the Notes for a
consensual restructuring of the Company's indebtedness. This agreement provides
for satisfaction of amounts owed to the Noteholders as follows: By January 31,
2001, the Company would pay the Noteholders a fixed cash settlement amount of
57.5% of the outstanding principal amount of the Senior Notes and Management
will fund the cash payment through the sale of the Eagle Window and Door, Inc.
division (Eagle). The Company is actively pursuing the sale of Eagle. 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. While the Company has
been working to satisfy various conditions necessary to implement the
restructuring, there can be no assurance that the restructuring will be
successfully implemented on the terms proposed. Furthermore, any restructuring
of the Company's indebtedness may involve the liquidation of assets, 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. In addition to pursuing the consensual restructuring discussed
above, the Company is continuing to explore various other restructuring
alternatives. In connection with the proposed restructuring, the Company has
incurred significant consulting fees. These fees have been deferred in the
Consolidated Balance Sheet and total $1, 397,000 at September 30, 2000.
To meet its operating cash requirements, the Company is contemplating various
financing alternatives, including the incurrence of additional indebtedness, the
restructure or replacement of its revolving credit facility, and the sale of
additional assets. Certain of the financing alternatives are dependent upon the
implementation of the overall consensual restructuring proposal discussed above.
There can be no assurance that the Company will successfully implement any such
financing transaction or 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 also be subject to economic conditions
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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
New home construction activity and the demand for replacement products influence
demand in the fenestration industry. 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.
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 September 30, 2000. The amount was determined by considering the
impact of hypothetical interest rates on the Company's borrowing cost and debt
balances at September 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
July 21, 2000 Form 8-K was filed reporting the resignation of the Company's
auditors.
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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: November 14, 2000 /s/ Joseph Dominijanni
--------------------------------------
Joseph Dominijanni
President and Chief Executive Officer