1
FORM 10-Q
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(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, 1997
( ) 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 business issuer as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.) 87-0365268
755 BOARDMAN-CANFIELD ROAD, BOARDMAN, OHIO 44512
(Address of principal executive offices)
(330) 965-9910
(Issuer's telephone number)
FORTE COMPUTER EASY, INC.
1350 ALBERT STREET, YOUNGSTOWN, OHIO 44505
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common stock, $.001 par value, 12,667,785 shares outstanding at June
30, 1997
Series B Convertible Preferred Stock, $.01 par value (which is
convertible into common stock), 250 shares outstanding at June 30, 1997
2
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
FORM 10-Q
INDEX
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
American Architectural Products Corporation
- For the three and six months ended June 30, 1997
Eagle Window & Door, Inc. And Subsidiaries
and Taylor Building Products Company
- For the three and six months ended June 30, 1996
Mallyclad Corp. And Vyn-L Corporation
- For the three and six months ended May 31, 1996
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
3
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Consolidated Balance Sheets
UNAUDITED
JUNE 30 DECEMBER 31
1997 1996
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 386,988 $ 964,062
Accounts receivable, net 8,589,181 6,302,694
Inventories 12,403,569 10,971,144
Prepaid expenses and other current assets 2,363,863 1,128,151
----------- -----------
Total Current Assets 23,743,601 19,366,051
NONCURRENT ASSETS
Cost in excess of net assets acquired, net of amortization 6,675,438 6,850,059
Property, plant & equipment, net 14,840,189 13,963,844
Deposits and other assets 627,272 388,937
----------- -----------
Total Noncurrent Assets 22,142,899 21,202,840
----------- -----------
Total Assets $45,886,500 $40,568,891
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,936,578 $ 7,229,303
Accrued expenses 4,023,987 3,397,618
Accrued warranty obligations, current portion 1,100,000 1,100,000
Current maturities of long-term debt 3,096,873 1,497,653
Note payable, bank 9,660,138 5,476,759
Current portion of capital lease obligations 488,984 488,984
----------- -----------
Total Current Liabilities 24,306,560 19,190,317
LONG-TERM LIABILITIES
Long-term debt, less current maturities 13,910,588 14,478,317
Long-term capital lease obligations, less current portion 1,000,086 1,067,616
Accrued warranty obligations, less current portion 3,287,271 3,281,079
Other liabilities 657,676 450,000
----------- -----------
Total Long-Term Liabilities 18,855,621 19,277,012
----------- -----------
Total Liabilities 43,162,181 38,467,329
STOCKHOLDERS' EQUITY
Preferred stock, Series A convertible, $.01 par, authorized
20,000,000 shares; outstanding 1,000,000 shares at
December 31, 1996 - 10,000
Preferred stock, Series B convertible $.01 par, authorized
30,000 shares; outstanding 250 shares at June 30, 1997 3 -
Common stock, $.001 par, authorized 100,000,000 shares:
outstanding 12,667,785 and 4,860,579 shares at
June 30, 1997 and December 31, 1996, respectively 12,668 4,861
Additional paid-in capital 2,069,102 1,495,612
Retained earnings 642,546 591,089
----------- -----------
Total Stockholders' Equity 2,724,319 2,101,562
----------- -----------
Total Liabilities & Stockholders' Equity $45,886,500 $40,568,891
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Consolidated Statements of Income and Retained Earnings
Unaudited
THREE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30 JUNE 30
1997 1997
------------ ------------
Net sales $ 22,968,393 $ 39,609,732
Cost of sales 17,466,135 30,946,734
------------ ------------
Gross profit 5,502,258 8,662,998
Selling expense 1,681,836 3,184,004
General and administrative expenses 2,082,049 3,927,066
------------ ------------
Income from operations 1,738,373 1,551,928
Interest expense, net 781,551 1,396,311
Other income (53,407) (40,820)
------------ ------------
Income before taxes 1,010,229 196,437
Provision for income taxes 399,622 74,180
------------ ------------
Net income 610,607 122,257
Retained earnings, beginning 102,739 591,089
Dividends on preferred stock, Series B (70,800) (70,800)
------------ ------------
Retained earnings, ending $ 642,546 $ 642,546
============ ============
Net income per share $ 0.04 $ 0.00
Weighted average shares outstanding 12,661,601 12,621,327
The accompanying notes are an integral part of the financial statements.
5
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Consolidated Statements Cash Flows
Unaudited
SIX MONTHS
ENDED
JUNE 30, 1997
-------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 122,257
Adjustment to reconcile net income to cash from
operating activities-
Depreciation 925,877
Amortization 200,288
Gain on sale of fixed assets (1,817)
Changes in operating assets and liabilities:
Accounts receivable, net (1,750,163)
Inventories (499,237)
Prepaid expenses and other current assets (407,500)
Accounts payable (1,640,572)
Accrued expenses (480,651)
Other (149,315)
-----------
Net cash from operating activities (3,680,833)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired (938,964)
Financing and acquisition costs (125,247)
Purchase of plant and equipment (544,617)
-----------
Net cash from investing activities (1,608,828)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock, Series B 400,000
Proceeds from term notes 1,100,000
Repayment of term notes (947,262)
Capital lease payments (273,530)
Other debt 250,000
Net borrowings under lines of credit 4,183,379
-----------
Net cash from financing activities 4,712,587
Net Decrease in Cash (577,074)
Cash, beginning of period 964,062
-----------
Cash, end of period $ 386,988
===========
The accompanying notes are an integral part of the financial statements
6
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
American Architectural Products Corporation (AAPC or the Company - formerly
known as Forte Computer Easy, Inc.) is principally engaged in the business of
manufacturing residential, commercial and architectural windows and doors
through its wholly owned subsidiaries, Eagle & Taylor Company (formerly known as
American Architectural Products, Inc. - AAP), Forte, Inc. (Forte) and Western
Insulated Glass, Co. (Western).
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) necessary for a 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 a full year.
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 Forte Computer
Easy, Inc. and Subsidiaries from the date of inception (June 19, 1996) to
December 31, 1996 included in the Company's annual report on Form 10-K.
2. Recapitalization and Acquisitions
Prior to December 18, 1996, Forte Computer Easy, Inc. (FCEI) had a single
wholly-owned operating subsidiary, Forte, based in Youngstown, Ohio. On December
18, 1996, pursuant to an Agreement and Plan of Reorganization dated October 25,
1996 between FCEI and AAP Holdings, Inc. (the Agreement) , FCEI acquired all of
the issued and outstanding shares of capital stock of AAP in exchange for
1,000,000 shares of Series A Convertible Preferred Stock of FCEI (the Series A
Preferred). Under the terms of the Agreement and the Series A Preferred, AAP
Holdings, Inc. obtained 60 percent of the voting control of FCEI. Although FCEI
was the parent of AAP following the transaction, the transaction was accounted
for as a recapitalization of AAP and a purchase by AAP of FCEI because the
stockholders of AAP obtained a majority of the voting rights in FCEI as a result
of the transaction.
At a special shareholders' meeting held on April 1, 1997, the Company's
shareholders approved the Forte Computer Easy, Inc. 1996 Stock Option Plan and
approved the reincorporation of the Company in Delaware. Consequences of the
reincorporation plan included the change of the Company's name to American
Architectural Products Corporation; an increase in the authorized common stock
of the Company to 100,000,000 shares; a 10 for 1 reverse stock split of the
Company's common stock; the conversion of 1,000,000 shares of Series A Preferred
held by AAP Holdings, Inc. into 7,548,632 shares of common stock; and the
issuance of 171,842 shares of common stock to an officer to satisfy a commitment
of the Company. The reincorporation did not result in any substantive change to
the Company's business, assets, liabilities, net worth or operations, nor did it
result in any change in the ownership interest of any stockholder of the
Company. The number of shares and per share amounts give retroactive recognition
to the change in capital structure for all periods presented.
7
AAP was incorporated on June 19, 1996 and had no significant operations or
assets until it acquired Eagle Window and Door, Inc. (Eagle) and Taylor Building
Products Company (Taylor) on August 29, 1996. Eagle is based in Dubuque, Iowa
and manufactures and distributes aluminum clad and all wood windows and doors.
Taylor is based in West Branch, Michigan and manufactures entry and garage
doors. AAP subsequently changed its name to Eagle & Taylor Company.
On June 25, 1996, AAP's ultimate controlling stockholder acquired ownership of
Mallyclad Corp. (Mallyclad) and Vyn-L Corporation (Vyn-L). Mallyclad and Vyn-L
are based in Madison Heights, Michigan and process and manufacture vinyl clad
steel and aluminum coils and cut-to-length sheets. On December 18, 1996,
Mallyclad and Vyn-L were merged into AAP. Based on the control maintained by
this stockholder over AAP, Mallyclad and Vyn-L, the merger was considered to be
a transaction among companies under common control and was accounted for at
historical cost in a manner similar to a pooling of interests.
On March 14, 1997, the Company acquired all of the stock of Western. Western is
based in Phoenix, Arizona and manufactures custom residential aluminum windows
and doors. The acquisition was accounted for as a purchase. The purchase price
approximated $2,400,000 and was allocated to net assets acquired based on
estimated fair market values including current assets of $1,976,000, property
and equipment and other noncurrent assets of $961,000, and current liabilities
of $537,0000. Notes to sellers approximating $779,000 were used to finance a
portion of the acquisition. Additionally, Western was financed with term notes
of $200,000 and $900,000 bearing interest at the prime rate plus 1.5% and the
prime rate plus 2.5%, respectively. The $200,000 note is payable in equal
monthly installments over four years. The $900,000 note is payable in equal
monthly installments over three years. Western also has a $1,000,000 revolving
line of credit bearing interest at the prime rate plus 1%. The term notes and
the revolving line of credit are secured by substantially all of the assets of
Western. The accounts of Western are included in the accompanying financial
statements from the March 14, 1997 acquisition date.
The following pro forma information for the six months ended June 30, 1996 has
been prepared assuming that the acquisitions of FCEI, Eagle and Taylor,
Mallyclad and Vyn-L, and Western had occurred at the beginning of that period.
The following pro forma information for the six months ended June 30, 1997 has
been prepared assuming that the acquisition of Western had occurred at the
beginning of that period. The pro forma information includes adjustments for
interest expense for acquisition funding, adjustments to depreciation expense
based on the fair market value of the property and equipment acquired,
amortization of cost in excess of net assets acquired arising from the
acquisition and adjustments for income taxes. The pro forma earnings per share
information reflects the effects of the recapitalization described above as well
as the reverse stock split described above.
Six months ended June 30
1997 1996
---- ----
(In thousands, except per share data)
Sales $40,632 $32,719
Net income (loss) 191 (1,381)
Net income (loss) per share .02 (.11)
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3. Redeemable Preferred Stock
In the second quarter of 1997, the Company received proceeds of $400,000 from
the private placement of 4,000 shares of Series B Cumulative Redeemable
Convertible Preferred Stock (the Series B Preferred). The Series B Preferred
accrues cumulative dividends at the annual rate of $8.00 per share commencing
July 1, 1998, payable either in cash or common stock at the election of the
Company. Each share of Series B Preferred is convertible, at the option of the
holder, into shares of common stock. The redemption price of $100 per share of
Series B Preferred plus any cumulative unpaid dividends can be used to purchase
shares of common stock at market value. However, a discount from the quoted
market price of common stock is applicable for holders exercising conversion
rights prior to August 31, 1997 and the discounts are accounted for as dividends
to the holders. Through June 30, 1997, 3,750 shares of the Series B Preferred
have been converted to common stock and 250 shares remain outstanding.
4. Stock Warrants
In June 1997, the Company issued a note with detachable stock warrants to an
accredited investor for proceeds of $250,000. The note bears interest at 15% and
is due on December 3, 1997. The warrants, which expire in one year, grant the
note holder the right to purchase 71,428 shares of the Company's common stock at
$3.50 per share, the quoted market price of the stock on the day prior to the
issuance of the note. The fair market value attributable to these warrants has
been recognized as additional paid in capital and the resulting discount is
being amortized over the life of the note.
5. Net Income Per Share
Net income per share is based on the weighted average number of common shares
outstanding, adjusted to reflect the number of shares issued upon the conversion
of all Series A Preferred (which, based on its terms, the Company considers to
be common stock in substance), the number of shares that the Company issued to
an officer to satisfy a commitment and, where dilutive, common stock
equivalents outstanding during each period. The computations of net income per
share give retroactive recognition to the change in capital structure for all
periods presented.
6. Inventories
Inventories at June 30, 1997 consisted of the following:
Raw materials $9,128,119
Work-in-process 1,264,244
Finished goods 2,011,206
-----------
12,403,569
===========
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7. Subsequent Events
In July 1997, the Company acquired all of the stock of Thermetic Glass, Inc.
(Thermetic), a Toluca, Illinois manufacturer of residential vinyl windows. The
transaction was financed through the issuance of $2,500,000 in convertible
secured debentures to the seller, the issuance of 384,000 shares of the
Company's common stock and a commitment to issue an aggregate number of
additional shares of the Company's common stock eighteen months after closing
having a market value of $1,000,000 when issued. The convertible debentures are
mature in equal annual installments over the next five years, bear annual
interest at 7% payable quarterly and allow the holder to convert the debt into
common stock of the Company at any time based on the average closing price ten
days prior to conversion.
10
EAGLE WINDOW & DOOR, INC. AND SUBSIDIARIES
AND TAYLOR BUILDING PRODUCTS COMPANY
COMBINED BALANCE SHEET
JUNE 30, 1996
UNAUDITED
ASSETS
------
CURRENT ASSETS:
Cash $403,342
Accounts receivable, net 7,141,374
Inventory 9,229,314
Prepaid expenses and other current assets 314,480
------------
Total Current Assets 17,088,510
NONCURRENT ASSETS:
Property, plant & equipment, net 7,432,622
------------
Total Assets $24,521,132
============
LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $2,373,459
Accrued expenses 2,799,571
Accrued warranty reserve, short-term portion 1,479,000
------------
Total Current Liabilities 6,652,030
LONG-TERM LIABILITIES:
Payable to affiliates 20,256,673
Accrued warranty reserve, long-term portion 3,170,800
------------
Total Long-Term Liabilities 23,427,473
------------
Total Liabilities 30,079,503
STOCKHOLDER'S EQUITY (DEFICIT):
Capital Stock 211,851
Additional paid in capital 26,938,827
Accumulated deficit (32,709,049)
------------
Total Stockholder's Equity (Deficit) (5,558,371)
============
Total Liabilities & Stockholder's Equity (Deficit) $24,521,132
============
The accompanying notes are an integral part of the financial statements.
11
EAGLE WINDOW & DOOR, INC. AND SUBSIDIARIES
AND TAYLOR BUILDING PRODUCTS COMPANY
COMBINED STATEMENT OF INCOME AND ACCUMULATED DEFICIT
UNAUDITED
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1996 JUNE 30, 1996
------------- -------------
Net Sales $15,214,199 $27,271,692
Cost of Sales 12,750,421 23,987,916
------------ ------------
Gross Profit 2,463,778 3,283,776
Selling Expense 1,383,778 2,903,312
General and Administrative Expenses 1,136,515 2,310,257
------------ ------------
Loss from Operations (56,515) (1,929,793)
Interest Expense 428,445 856,890
Other Income (41,436) (247,896)
------------ ------------
Loss Before Income Tax Benefit (443,524) (2,538,787)
Income Tax Benefit (155,277) (888,663)
------------ ------------
Net Loss (288,247) (1,650,124)
Accumulated deficit, Beginning of period (32,420,802) (31,058,925)
============ ============
Accumulated deficit, End of period ($32,709,049) ($32,709,049)
============ ============
The accompanying notes are an integral part of the financial statements.
12
EAGLE WINDOW & DOOR, INC. AND SUBSIDIARIES
AND TAYLOR BUILDING PRODUCTS COMPANY
COMBINED STATEMENT OF CASH FLOWS
UNAUDITED
SIX MONTHS
ENDED
JUNE 30, 1996
-------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,650,124)
Adjustment to reconcile net loss to cash from
operating activities-
Depreciation 1,789,835
Interest expense contributed to capital
by Parent Company 856,890
Changes in assets and liabilities:
Accounts receivable - trade 898,988
Payable to affiliates (632,704)
Inventories (898,692)
Prepaid and other current assets (88,003)
Accounts payable (624,896)
Accrued expenses 714,974
Other liabilities (147,345)
-----------
Net cash from operating activities 218,923
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (710,602)
-----------
Net cash from investing activities (710,602)
Net Increase (Decrease) in Cash (491,679)
Cash, beginning of period 895,021
-----------
Cash, end of period $403,342
===========
The accompanying notes are an integral part of the financial statements.
13
EAGLE WINDOW & DOOR, INC. AND SUBSIDIARIES AND
TAYLOR BUILDING PRODUCTS COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited combined financial statements include the accounts of
Eagle Window & Door, Inc. and Subsidiaries and Taylor Building Products Company,
wholly owned subsidiaries of MascoTech, Inc. (the Companies). All significant
intercompany accounts and transactions have been eliminated. In the opinion of
management, all adjustments (consisting only of recurring adjustments) necessary
for a fair presentation of financial position and results of operations have
been made. Operating results for the periods ended June 30, 1996 are not
necessarily indicative of the results for a full year. These unaudited interim
financial statements should be read in conjunction with the financial statements
and notes thereto of the Companies for the year ended December 31, 1995 and for
the eight month period ended August 29, 1996.
On August, 29, 1996, the Companies were acquired by American Architectural
Products, Inc. (AAP). On December 18, 1996, American Architectural Products
Holdings, Inc. (AAPH, parent of AAP) consummated transactions contemplated under
an Agreement and Plan of Reorganization dated October 25, 1996. Under terms of
this Agreement, all of the capital stock of AAP was exchanged by AAPH for a 60
percent interest in Forte Computer Easy, Inc. The financial statements do not
give effect to these transactions.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates.
2. Inventories
At June 30, 1996, inventories consisted of the following:
Raw materials $6,907,014
Work-in-process 1,204,400
Finished goods 1,117,900
-----------
$9,229,314
===========
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MALLYCLAD CORP. AND VYN-L CORPORATION
COMBINED BALANCE SHEET
MAY 31, 1996
UNAUDITED
ASSETS
------
CURRENT ASSETS:
Cash $283,441
Accounts receivable, net 333,538
Inventories 314,620
Prepaids and other current assets 24,928
----------
Total Current Assets 956,527
NONCURRENT ASSETS:
Property and equipment, net 122,437
Other assets 50,160
----------
Total Noncurrent Assets 172,597
----------
Total Assets $1,129,124
==========
LIABILITIES & STOCKHOLDER'S EQUITY
----------------------------------
CURRENT LIABILITIES:
Accounts payable $177,759
Accrued expenses 149,852
Revolving line of credit 10,585
----------
Total Liabilities 338,196
STOCKHOLDER'S EQUITY:
Capital Stock 88,000
Retained Earnings 702,928
----------
Total Stockholder's Equity 790,928
----------
Total Liabilities & Stockholder's Equity $1,129,124
==========
The accompanying notes are an integral part of the financial statements.
15
MALLYCLAD CORP. AND VYN-L CORPORATION
COMBINED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
UNAUDITED
THREE MONTHS SIX MONTHS
ENDED ENDED
MAY 31, 1996 MAY 31, 1996
------------ ------------
Net Sales $687,563 1,775,020
Cost of Goods Sold 484,267 1,239,024
--------- -----------
Gross Profit 203,296 535,996
Selling, General & Administrative Expense 263,896 538,619
--------- -----------
Loss from Operations (60,600) (2,623)
Interest Expense, net 271 2,556
Other Income 0 (466)
--------- -----------
Net Loss (60,871) (4,713)
Retained earnings, beginning 763,799 707,641
--------- -----------
Retained earnings, ending $702,928 $702,928
========= ===========
The accompanying notes are an integral part of the financial statements.
16
MALLYCLAD CORP. AND VYN-L CORPORATION
COMBINED STATEMENT OF CASH FLOWS
UNAUDITED
SIX MONTHS
ENDED
MAY 31, 1996
------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($4,713)
Adjustment to reconcile net loss to cash from
operating activities-
Depreciation 30,601
Changes in operating assets and liabilities:
Accounts receivable 232,353
Inventories 116,282
Prepaid expenses (2,075)
Accounts payable (102,978)
Accrued expenses (3,240)
---------
Net cash from operating activities 266,230
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (3,973)
---------
Net cash from investing activities (3,973)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving line of credit (89,415)
---------
Net cash from financing activities (89,415)
Net Increase in Cash 172,842
Cash, beginning of period 110,599
---------
Cash, end of period $283,441
=========
The accompanying notes are an integral part of the financial statements.
17
MALLYCLAD CORP. AND VYN-L CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited combined financial statements include the accounts of
Mallyclad Corp. and Vyn-L Corporation, entities under common ownership (the
Companies). All significant intercompany accounts and transactions have been
eliminated. In the opinion of management, all adjustments (consisting only of
recurring adjustments) necessary for a fair presentation of financial position
and results of operations have been made. Operating results for the periods
ended May 31, 1996 are not necessarily indicative of the results for a full
fiscal year. These unaudited interim financial statements should be read in
conjunction with the financial statements and notes thereto of the Companies for
the fiscal year ended November 30, 1995 and for the seven months ended June 30,
1996.
On June 25, 1996, all of the issued and outstanding stock of the Companies was
purchased by an individual. On December 18, 1996 the Companies were merged into
American Architectural Products, Inc. (AAP), a company controlled by this same
individual. Also on December 18, 1996, American Architectural Products Holdings,
Inc. (AAPH, parent of AAP) consummated transactions contemplated under an
Agreement and Plan of Reorganization dated October 25, 1996. Under terms of this
Agreement, all of the capital stock of AAP was exchanged by AAPH for a 60
percent interest in Forte Computer Easy, Inc. The financial statements do not
give effect to these transactions.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates.
2. Inventories
At May 31, 1996, inventories consisted of the following:
Raw materials $228,220
Finished goods 86,400
--------
$314,620
========
18
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS:
BACKGROUND
American Architectural Products Corporation (AAPC or the Company), formerly
known as Forte Computer Easy, Inc., (FCEI) is principally engaged in the
business of manufacturing residential, commercial and architectural windows and
doors through its wholly-owned subsidiaries Eagle & Taylor Company, Forte, Inc.
(Forte), and Western Insulated Glass, Co. (Western).
On April 1, 1997, the Company's shareholders approved a reincorporation plan.
The reincorporation plan changed the Company's name from Forte Computer Easy,
Inc. to American Architectural Products Corporation. The Company revised its
name to more accurately reflect the current nature of its business. The
reincorporation plan also organized the Company under the laws of Delaware. The
Company was previously organized under the laws of Utah. The shareholders also
approved the Company's incentive stock option plan.
Additionally, the reincorporation plan included a 10 for 1 reverse stock split
and an increase in the number of authorized shares. Each share of common stock
of FCEI was converted into one-tenth (0.1) of a share of common stock of AAPC.
The Series A Convertible Preferred Stock of FCEI was converted into 7,548,632
shares of common stock of AAPC.
Immediately prior to December 18, 1996, FCEI had a single wholly-owned operating
subsidiary, Forte, Inc. based in Youngstown, Ohio. On December 18, 1996,
pursuant to an Agreement and Plan of Reorganization dated October 25, 1996
between FCEI and AAP Holdings, Inc. (AAP Holdings), FCEI acquired all of the
issued and outstanding shares of capital stock of AAP Holdings wholly-owned
subsidiary, American Architectural Products, Inc. (AAP) in exchange for
1,000,000 shares of Series A Convertible Preferred Stock of FCEI (the Series A
Preferred). Under the terms of the Agreement and the Series A Preferred, AAP
Holdings obtained 60 percent of the voting control of FCEI. Accordingly,
although FCEI was the parent of AAP following the transaction, the transaction
was accounted for as a recapitalization of AAP and a purchase by AAP of FCEI (a
reverse acquisition in which AAP is considered the acquiror for accounting
purposes), because the shareholders of AAP obtained a majority of the voting
rights in FCEI as a result of the transaction. Accordingly, the financial
statements of the Company for the periods prior to December 18, 1996 are those
of AAP, the assets and liabilities of FCEI are recorded at their estimated fair
values and the accounts of FCEI are included in the consolidated financial
statements from the date of acquisition (December 18, 1996). Therefore, the 1996
quarterly and six month results include the results of AAP but exclude the
results of FCEI.
AAP was incorporated on June 19, 1996 and had no significant operations or
assets until it acquired Eagle Window and Door, Inc. (Eagle) and Taylor Building
Products Company (Taylor) on August 29, 1996. Eagle is based in Dubuque, Iowa
and manufactures and distributes aluminum clad and all wood windows and doors.
Taylor is based in West Branch, Michigan and manufactures entry and garage
doors.
On June 25, 1996, AAP's ultimate controlling shareholder, an individual,
acquired ownership of Mallyclad Corp. (Mallyclad) and Vyn-L Corporation (Vyn-L).
Mallyclad and Vyn-L are based in
19
Madison Heights, Michigan and process and manufacture vinyl clad steel and
aluminum coils and cut-to-length sheets. On December 18, 1996, Mallyclad and
Vyn-L were merged into AAP. Based on the control maintained by this shareholder
over AAP, Mallyclad and Vyn-L, the merger was considered to be a transaction
among companies under common control and was accounted for at historical cost in
a manner similar to a pooling of interests.
As a result of the acquisitions discussed above, and the related differences in
cost bases of the assets and liabilities of the Company after the acquisitions
and the cost bases of the predecessors, the results of the operations for 1996
and 1997 are not comparable. Such lack of comparability is explained in the
discussion below.
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
Three months ended June 30,
1997(1) 1996 (2)
-------------------------------------------------------------
(Dollars in Thousands, Except Footnotes)
Net Sales $22,968 100.00% $15,902 100.00%
Cost of sales 17,466 76.05% 13,235 83.23%
-------------------------------------------------------------
Gross profit 5,502 23.95% 2,667 16.77%
Selling, general and administrative expenses 3,764 16.39% 2,784 17.51%
-------------------------------------------------------------
Operating income (loss) 1,738 7.56% (117) -0.74%
Interest expense 782 3.40% 429 2.70%
Other (income) expense (54) -0.24% (41) -0.26%
-------------------------------------------------------------
Income (loss) before income taxes 1,010 4.40% (505) -3.18%
Income tax provision (benefit) 400 1.74% (155) -0.98%
-------------------------------------------------------------
Net income (loss) $610 2.66% ($350) -2.20%
=============================================================
<FN>
(1) Financial data for the three months months ended June 30, 1997 were derived
from the consolidated financial statements of American Architectural Products
Corporation for that period.
(2) Financial data for the three months months ended June 30, 1996 are that of
the predecessors and were derived from the combined financial statements of
Eagle and Taylor for that period, and the combined financial statements of
Mallyclad and Vyn-L for the three months months ended May 31, 1996. Because the
financial data of the predecessors are presented on cost bases different from
that of the Company after the acquisitions, the June 30, 1996 financial data are
not comparable to the 1997 financial data.
Revenues
Revenues increased 44% to $22,968,000 for the three months ended June 30, 1997
as compared to $15,902,000 for the same period of the previous year. The
$7,066,000 increase was attributable to higher volume levels at Eagle, a wood
and aluminum clad window and door manufacturer, and Taylor, a steel entry and
garage door manufacturer. Additionally, the increase reflects the contributions
of Forte, a manufacturer of aluminum commercial windows and aluminum screen and
storm doors, and Western, a custom manufacturer of aluminum residential windows,
neither of which were included in the three month period ended June 30, 1996.
These operating units generated revenues of $2,772,000, or 12% of consolidated
revenues, for the three month period ended June 30, 1997.
20
Gross Profit
Gross profit increased $2,835,000, or 106%, to $5,502,000 for the quarter ended
June 30, 1997 as compared with $2,667,000 for the quarter ended June 30, 1996.
The Company's gross margin increased to 24% for the quarter from 17% for the
same period of the previous year mainly as a result of the Company's higher
sales volume, increased operating efficiencies, and gross profit contributions
for the quarter from the Forte and Western operating units.
Selling, General and Administrative Costs
Selling, general and administrative costs increased $980,000 to $3,764,000 for
the three month period ended June 30, 1997 as compared to $2,784,000 for the
three month period ended June 30, 1996. The increase resulted from the increased
business activity, the inclusion of the Forte and Western operating units, and
additional administrative costs related to the corporate management of the
Company for the three month period ended June 30, 1997. Selling, general and
administrative expenses as a percent of sales was 16% for the second quarter of
1997 as compared with 17% for the comparable 1996 period.
Interest Expense
Interest expense for the three month periods ended June 30, 1997 and 1996 was
$782,000 and $429,000, respectively. The $353,000 increase is attributable to
interest expense on the debt associated with the acquisition of the Eagle and
Taylor operating units and the interest expense of Forte and Western, the
Company's commercial and residential aluminum window operating units, which was
$185,000 for the second quarter of 1997. The previous parent of Eagle and Taylor
allocated interest expense to the entities during the three month period ended
June 30, 1996, and accordingly, interest for the second quarter of 1997 is not
comparable with the same period in 1996.
Provision for Income Taxes
The Company has recorded a provision for income taxes of $400,000 in the second
quarter on income before income taxes of $1,010,000, resulting in an effective
tax rate of 40%. Prior to their acquisitions, Eagle and Taylor were included in
the consolidated tax return of their former parent and, accordingly, the
provision for income taxes for the three month period ended June 30, 1996 is not
indicative of the amounts that would have been recorded on a separate basis and
are not comparative.
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
Six months ended June 30,
1997 (1) 1996 (2)
-------------------------------------------------------------
(Dollars in Thousands, Except Footnotes)
Net Sales $39,610 100.00% $29,047 100.00%
Cost of sales 30,947 78.13% 25,227 86.85%
-------------------------------------------------------------
Gross profit 8,663 21.87% 3,820 13.15%
Selling, general and administrative expenses 7,111 17.95% 5,752 19.80%
-------------------------------------------------------------
Operating income (loss) 1,552 3.92% (1,932) -6.65%
Interest expense 1,396 3.53% 859 2.96%
Other (income) expense (41) -0.10% (248) -0.86%
-------------------------------------------------------------
Income (loss) before income taxes 197 0.49% (2,543) -8.75%
Income tax provision (benefit) 74 0.19% (889) -3.06%
-------------------------------------------------------------
Net income (loss) $123 0.30% ($1,654) -5.69%
=============================================================
21
(1) Financial data for the six months ended June 30, 1997 were derived from the
consolidated financial statements of American Architectural Products Corporation
for that period.
(2) Financial data for the six months ended June 30, 1996 are that of the
predecessors and were derived from the combined financial statements of Eagle
and Taylor for that period, and the combined financial statements of Mallyclad
and Vyn-L for the six months ended May 31, 1996. Because the financial data of
the predecessors are presented on cost bases different from that of the Company
after the acquisitions, the June 30, 1996 financial data are not comparable to
the 1997 financial data.
Revenues
Revenues increased 36% to $39,610,000 for the six months ended June 30, 1997 as
compared to $29,047,000 for the same period of the previous year. The
$10,563,000 increase was attributable to higher volume levels at Eagle, a wood
and aluminum clad window and door manufacturer, and Taylor, a steel entry and
garage door manufacturer. Additionally, the increase reflects the contributions
of Forte, a manufacturer of aluminum commercial windows and aluminum screen and
storm doors, and Western, a custom manufacturer of aluminum residential
windows,neither of which were included in the six month period ended June 30,
1996. These operating units generated revenues of $3,436,000, or 9% of
consolidated revenues, for the six month period ended June 30, 1997.
Gross Profit
Gross profit increased $4,843,000, or 127%, to $8,663,000 for the six months
ended June 30, 1997 as compared with $3,820,000 for the six months ended June
30, 1996. The Company's gross margin increased to 22% for the six month period
from 13% for the same period of the previous year mainly as a result of the
Company's higher sales volume, increased operating efficiencies, and gross
profit contributions for the six month period from the Western operating unit.
Selling, General and Administrative Costs
Selling, general and administrative costs increased $1,359,000 to $7,111,000 for
the six month period ended June 30, 1997 as compared to $5,752,000 for the six
month period ended June 30, 1996. The increase resulted from the increased
business activity, the inclusion of the Forte and Western operating units, and
additional administrative costs related to the corporate management of the
Company for the six month period ended June 30, 1997. Selling, general and
administrative expenses as a percent of sales was 18% for the first half of 1997
as compared with 20% for the comparable 1996 period.
Interest Expense
Interest expense for the six month periods ended June 30, 1997 and 1996 was
$1,396,000 and $859,000, respectively. The $537,000 increase is attributable to
interest expense on the debt associated with the acquisition of the Eagle and
Taylor operating units and the interest expense of Forte and Western, the
Company's commercial and residential aluminum window operating units, which
was $296,000 for the first half of 1997. The previous parent of Eagle and Taylor
allocated interest expense to the entities during the six month period ended
June 30, 1996, and accordingly, interest for the first half of 1997 is not
comparable with the same period in 1996.
Provision for Income Taxes
The Company has recorded a provision for income taxes of $74,000 in the first
half of 1997 on
22
income before income taxes of $197,000, resulting in an effective tax rate of
38%. Prior to their acquisitions, Eagle and Taylor were included in the
consolidated tax return of their former parent and, accordingly, the provision
for income taxes for the six month period ended June 30, 1996 is not indicative
of the amounts that would have been recorded on a separate basis and are not
comparative.
LIQUIDITY AND CAPITAL RESOURCES
Cash decreased $577,000 for the first six months of the year to $387,000 at June
30, 1997 from $964,000 at December 31, 1996. Cash used in operating activities
was approximately $3,681,000 and reflects the seasonal aspects of the Company's
business as it is affected by the cycle of the building products industry. This
seasonality affects the need for working capital as it is necessary to carry
larger inventories and receivables into the spring and early summer months of
the year. Accounts receivable and inventories were up $1,750,000 and $499,000,
respectively, for the six month period ended June 30, 1997, exclusive of
acquired businesses.
Cash used in investing activities amounted to $1,608,000 for the six month
period ended June 30, 1997 and resulted primarily from the acquisition of
Western and capital expenditures at the Company's various operating units.
Cash from financing activities in the six month period ended June 30, 1997
amounted to $4,712,000. This resulted primarily from the issuance of $400,000 in
Series B Preferred Stock of the Company, the issuance of $1,100,000 in term note
associated with the Western acquisition and additional borrowings under the
Company's lines of credit approximating $4,183,000 million.
The Company will continue to pursue a combination of debt and equity to improve
its liquidity, reduce the level of short-term and long-term debt and position
the Company for future growth. There can be no assurance that additional
financing will be available or that such financing will be on terms favorable
to the Company.
SEASONALITY
The Company's business is seasonal since its primary revenues are driven by
residential construction. Certain geographical areas where the Company's sales
activity are significant, particularly in the Northeast and Midwest regions of
the United States, experience inclement weather during the winter months which
usually reduces the level of building and remodeling activity in both the home
improvement and new construction markets. Traditionally, the Company's lowest
sales levels occur in the first and fourth quarters which is generally
consistent with cycle of the building products industry. 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, and borrowings to satisfy
working capital requirements, are usually at their highest level during the
second and third quarters.
23
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) The Company filed the following reports on Form 8-K during the period from
January 1, 1997 to June 30, 1997.
- - January 2, 1997 Form 8-K was filed reporting the completion of the merger
between AAP Holdings, Inc. and FCEI which was consummated on December 18,
1996.
- - February 21, 1997 Form 8-K was filed reporting the resignation of Semple &
Cooper, P.L.C. as independent auditors.
- - February 21, 1997 Form 8-K was filed reporting BDO Seidman LLP as
independent auditors for the fiscal year 1997.
- - March 31, 1997 Form 8-K was filed reporting the acquisition of Western
Insulated Glass, Co.
24
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, 1997 /s/ Frank J. Amedia
----------------------------------
Frank J. Amedia
President, Chief Executive Officer
/s/ Richard L. Kovach
----------------------------------
Richard L. Kovach
Chief Financial Officer