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 March 31, 1998
( ) 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)
(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 (X) No ( )
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, 13,458,479 shares outstanding at March 31,
1998
2
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
FORM 10-Q
INDEX
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
American Architectural Products Corporation
For the three months ended March 31, 1998 and 1997
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
Item 1. FINANCIAL STATEMENTS
American Architectural Products Corporation
Consolidated Balance Sheets
(Unaudited)
December 31 March 31
1997 1998
---------------------------------------
Assets
------
Current Assets
Cash and cash equivalents $ 40,132,238 $ 23,418,656
Accounts receivable 18,737,290 20,884,572
Inventories 21,458,399 24,964,808
Prepaid expenses and other current assets 1,619,946 1,499,358
---------------------------------------
Total Current Assets 81,947,873 70,767,394
---------------------------------------
Noncurrent Assets
Property and equipment, net 37,947,648 47,696,220
Cost in excess of net assets acquired, net of amortization 29,846,895 32,541,316
Deferred financing costs 5,985,360 6,096,745
Deposits and other assets 2,595,933 4,050,287
---------------------------------------
Total Noncurrent Assets 76,375,836 90,384,568
---------------------------------------
Total Assets $ 158,323,709 $ 161,151,962
=======================================
Liabilities & Stockholders' Equity
----------------------------------
Current Liabilities
Accounts payable $ 9,352,228 $ 9,902,648
Accrued expenses 8,497,788 13,398,493
Accrued warranty obligations--current portion 1,991,544 1,942,507
Capital lease obligations--current portion 573,161 760,832
Long term debt--current maturities 60,848 --
---------------------------------------
Total Current Liabilities 20,475,569 26,004,480
---------------------------------------
Long-Term Liabilities
Long-term debt, less current maturities 125,114,401 125,000,000
Long-term capital lease obligations, less current portion 769,620 470,298
Accrued warranty obligations, less current portion 2,834,183 2,735,379
Other liabilities 3,548,801 3,826,760
---------------------------------------
Total Long-Term Liabilities 132,267,005 132,032,437
---------------------------------------
Total Liabilities 152,742,574 158,036,917
---------------------------------------
Stockholders' Equity:
Common stock, $.001 par, authorized 100,000,000 shares;
outstanding 13,458,479 shares 13,458 13,458
Additional paid in capital 6,310,641 6,453,641
Accumulated deficit (742,964) (3,352,054)
---------------------------------------
Total Stockholders' Equity 5,581,135 3,115,045
---------------------------------------
Total Liabilities & Stockholders' Equity $ 158,323,709 $ 161,151,962
=======================================
See accompanying notes to consolidated financial statements
4
American Architectural Products Corporation
Consolidated Statements of Operations
(Unaudited)
For the Three
Months Ended March 31
1997 1998
------------------------------------
Net Sales $ 16,641,339 $ 45,608,166
Cost of Sales 13,522,998 36,494,178
------------------------------------
Gross Profit 3,118,341 9,113,988
Selling Expense 1,502,168 4,484,131
General and Administrative Expenses 1,846,532 4,918,444
------------------------------------
Loss from Operations (230,359) (288,587)
Interest Expense 614,760 3,678,452
Interest Income - (355,476)
Other Expense 12,587 91,644
------------------------------------
Loss Before Taxes (857,706) (3,703,207)
Income Tax Benefit (343,007) (1,094,117)
------------------------------------
Net Loss $ (514,699) $ (2,609,090)
====================================
See accompanying notes to consolidated financial statements
5
American Architectural Products Corporation
Consolidated Statements of Cash Flows
(Unaudited)
For the Three
Months Ended March 31
1997 1998
------------------------------------
Cash Flows from Operating Activities:
Net loss $ (514,699) $ (2,609,090)
Adjustment to reconcile net loss to cash from
operating activities
Depreciation and amortization 632,936 1,576,803
Changes in operating assets and liabilities:
Accounts receivable, net (402,237) (1,782,119)
Inventories (245,364) (499,765)
Prepaid expenses and other current assets 168,560 (314,548)
Accounts payable (818,839) 332,146
Accrued expenses (762,070) 1,172,883
Other (363,289) 249,832
------------------------------------
Net cash from operating activities (2,305,002) (1,873,858)
------------------------------------
Cash Flows from Investing Activities:
Acquisition of business, net of cash acquired (969,556) (14,419,674)
Sale of business - 1,186,000
Purchase of property and equipment (192,252) (1,319,150)
Other, net (45,247) -
------------------------------------
Net cash from investing activities (1,207,055) (14,552,824)
------------------------------------
Cash Flows from Financing Activities:
Net activity on line-of-credit 2,414,610 -
Payments on long-term debt (194,743) (175,249)
Proceeds from long-term debt 1,100,000 -
Capital lease payments (136,339) (111,651)
------------------------------------
Net cash from financing activities 3,183,528 (286,900)
------------------------------------
Net Decrease in Cash and cash equivalents (328,529) (16,713,582)
Cash and cash equivalents, Beginning Balance 964,062 40,132,238
------------------------------------
Cash and cash equivalents, Ending Balance $ 635,533 $ 23,418,656
====================================
See accompanying notes to consolidated financial statements
6
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, commercial 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. (Thermetic), Binnings Building Products, Inc. (Binnings), Danvid
Window Company (Danvid), American Glassmith Corporation (American Glassmith),
Modern Window Corporation (Modern) and VinylSource, Inc. (VinylSource).
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 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 the Company for the
year ended December 31, 1997 included in the annual report on Form 10-K.
2. Acquisitions & Divestitures
Acquisition of Western
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
$537,000. Notes to sellers approximating $779,000 and term notes to banks in the
amounts of $200,000 and $900,000 were used to finance this acquisition. The
accounts of Western are included in the Company's consolidated financial
statements from the March 14, 1997 acquisition date.
Acquisition of Thermetic
On July 18, 1997, the Company acquired all of the stock of Thermetic, a Toluca,
Illinois manufacturer of residential vinyl windows. The acquisition was
accounted for as a purchase. The purchase price approximated $4,500,000 and was
allocated to net assets acquired based on estimated fair market values including
current assets of $1,700,000, property and equipment of $2,300,000, current
liabilities of $1,400,000 and long-term liabilities of $2,100,000. Costs in
excess of net assets acquired of $4,000,000 were recorded and is being amortized
over 25 years.
The Thermetic acquisition 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 price of $1,000,000 when issued. The accounts of Thermetic are
included in the Company's consolidated financial statements from the July 18,
1997 acquisition date. The convertible secured debentures were settled in
December 1997 with a portion of the proceeds from the issuance of $125,000,000
of 11 3/4% Senior Notes due on December 1, 2007 (Senior Notes).
7
Acquisitions of Binnings, Danvid, American Glassmith and Modern
On December 10, 1997, the Company acquired all of the outstanding common stock
of Binnings and substantially all of the assets of Danvid, American Glassmith
and Modern. Binnings, located in Lexington, North Carolina, manufactures
residential vinyl windows and aluminum windows and storm doors. Danvid, located
in Carrollton, Texas, manufactures and installs residential aluminum windows and
doors and vinyl windows. American Glassmith, located in Columbus, Ohio,
manufactures decorative glass lites and laminated glass. Modern, located in Oak
Park, Michigan, manufactures residential vinyl windows and doors. Each of these
acquisitions was accounted for as a purchase. The purchase prices and
allocations of these purchase prices are as follows:
Modern &
American
Binnings Danvid Glassmith
-------------- --------------- -----------
Purchase Price $ 26,987,000 $ 19,374,000 $ 5,704,000
============ ============ ===========
Allocation
Current assets $ 13,281,000 $ 5,343,000 $ 2,526,000
Property and equipment 14,667,000 1,876,000 2,785,000
Other assets 157,000 2,151,000 50,000
Current liabilities 4,521,000 3,048,000 907,000
Long-term liabilities 1,323,000 2,151,000 342,000
------------ ------------ -----------
Net Assets Acquired $ 22,261,000 $ 4,171,000 $ 4,112,000
============ ============ ===========
Cost in Excess of Net Assets Acquired $ 4,726,000 $ 15,203,000 $ 1,592,000
============ ============ ===========
The accounts of Binnings, Danvid, American Glassmith and Modern are included in
the Company's consolidated financial statements from the December 10, 1997
acquisition date. These acquisitions were financed primarily with a portion of
the proceeds from the issuance of the Senior Notes. Cost in excess of net
assets acquired is being amortized over 25 years.
Acquisition of VinylSource
On January 23, 1998, the Company acquired substantially all of the assets of the
vinyl division of Easco Corporation, an Austintown, Ohio manufacturer of vinyl
extrusions for the fenestration industry, and operates the facility through its
wholly-owned subsidiary VinylSource. The purchase price approximated $13,475,000
and was allocated to net assets acquired based on estimated fair market values
including current assets of $4,654,000, property and equipment and other
noncurrent assets of $9,929,000 and current liabilities of $1,108,000. The
Company used cash to finance the acquisition. The accounts of VinylSource are
included in the Company's consolidated financial statements from the January 23,
1998 acquisition date.
The following pro forma information for the three months ended March 31, 1997
has been prepared assuming that the acquisition of Western, Thermetic, Binnings,
Danvid, American Glassmith and Modern and the offering of the Senior Notes had
occurred at the beginning of that period. The acquisition made in 1998 was not a
material business combination for the Company, and accordingly, no pro forma
effect is given to this acquisition. The pro forma information includes
adjustments to interest expense for the offering of the Senior Notes,
adjustments to selling, general
8
and administrative expenses for decreases in compensation expenses for certain
officers and members of Board of Directors of the acquired companies,
adjustments to depreciation expense based on the fair market value of the
property and equipment acquired and amortization of cost in excess of net assets
acquired arising from the acquisitions. The pro forma earnings per share
information reflect the effects of a reverse stock split in April 1997. The pro
forma sales and net income (loss) amounts are as follows for the quarter ended
March 31, 1997:
Sales $ 40,955
Net loss (44)
Net loss per share --
In February 1998, the Company signed a Letter of Intent with Louisiana-Pacific
Corporation to purchase its Weather-Seal division. This division consists of six
manufacturing facilities throughout Ohio producing aluminum and vinyl
extrusions, and wood and vinyl windows. The Letter of Intent required the
Company to make a $1 million deposit into an escrow account which will be
applied toward the purchase price. The deposit will be considered a termination
fee payable to Louisiana-Pacific in the event the transaction does not close
because the Company abandons or otherwise fails to consummate the transaction
unless because of the discovery or occurrence of any material or adverse
condition.
On March 1, 1998, the Company sold its Mallyclad division to a related party for
$1.2 million. Mallyclad manufactures vinyl laminates for steel and aluminum
consumer and commercial customers. The Company sold this division at its basis
and therefore recognized no gain or loss on the sale.
3. Net Loss Per Share
Basic loss per common share amounts were computed by dividing net loss by the
weighted average number of common shares outstanding. The effect of common stock
options and warrants are not dilutive and therefore, the Company's diluted loss
per share would not differ. A summary of the basic loss per share amounts for
the quarters ended March 31 is follows.
1997 1998
------------------------------------
Net loss $ (514,699) $ (2,609,090)
Shares 12,581,054 13,458,479
Basic loss per share $ (0.04) $ (0.14)
4. Inventories
Inventories at March 31, 1998 consisted of the following:
Raw materials $12,632,000
Work-in-process 3,506,000
Finished goods 8,827,000
------------
$24,965,000
============
9
5. Comprehensive Income
On January 1, 1998, the Company adopted the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130) which establishes standards for reporting and displaying
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. For the quarter ended March
31, 1998, comprehensive income (loss) for the Company does not differ from net
income (loss).
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Management's Discussion and Analysis of Results of Operations
Comparison of three months ended March 31, 1998 and 1997
Sales
Sales for the three months ended March 31, 1998 increased to $45.6 million from
$16.6 million for the quarter ended March 31, 1997. The $29.0 million increase
is primarily due to $27.2 million in sales volume from the inclusion of Western,
Thermetic, Binnings, Danvid, American Glassmith, Modern and VinylSource, the
companies acquired in 1997 and 1998, and a $1.8 million increase in sales at
the Company's wood and aluminum-clad wood window manufacturer. This unit's
increase in sales has resulted primarily from higher volumes associated with
more favorable weather conditions during the first quarter.
Gross Profit
The Company's gross profit increased to $9.1 million for the quarter ended March
31, 1998 from $3.1 million for the quarter ended March 31, 1997. The increase of
$6.0 million resulted primarily from $5.8 million of gross profit added by the
acquired companies. The Company's gross margin was 20.0% and 18.7% for the
quarters ended March 31, 1998 and 1997, respectively. The acquired companies
discussed above are generating a weighted-average gross margin of 23.9%.
Additionally, the Company's wood and aluminum-clad wood window manufacturer has
benefited from higher volumes absorbing overhead.
Selling, General & Administrative Expenses
Selling, general & administrative expenses were $9.4 million for the quarter
ended March 31, 1998 as compared with $3.3 million for the quarter ended March
31, 1997. Selling, general & administrative expenses relating to the inclusion
of the acquired companies were $4.7 million. The remainder of the $6.1 million
increase is due to $1.4 million in increased costs associated with the operation
and administration of a larger and more diversified window and door
manufacturer.
Loss from Operations
The Company had a loss from operations of $0.3 million during the quarter ended
March 31, 1998 as compared with $0.2 million for the quarter ended March 31,
1997. Operating income from the newly acquired companies amounted to $1.2
million and was offset by the increased operational and administrative costs
discussed above.
Interest Expense
Interest expense for the quarter ended March 31, 1998 was $3.7 million compared
to interest expense of $0.6 million for the quarter ended March 31, 1997. The
increase is due to the additional indebtedness the Company incurred in late
1997. In December 1997, the Company issued $125 million of 11 3/4 % Senior Notes
due 2007. Approximately $33.0 million of the proceeds of the Notes were used to
pay down existing debt facilities. The weighted-average interest rate on the
Company's debt and leases during the first quarter of 1997 was approximately
9.8%.
11
Income Taxes
The Company has recorded income tax benefits in the amount of $1.1 million.
The Company has established a seasonal pattern of losses in the first quarter
offset by income in later quarters of the year. Therefore, income tax benefits
of $1.1 million have been realized in the quarter ended March 31, 1998 because
the tax benefits are expected to be realized during the year.
Liquidity and Capital Resources
Cash used in investing activities amounted to $14.6 million for the quarter
ended March 31, 1998 and resulted primarily from the acquisition of VinylSource
and the deposit in connection with the proposed acquisition of the
Louisiana-Pacific Weather-Seal division. Additionally, the Company purchased
approximately $1.3 million in property and equipment during the period. The
Company received approximately $1.2 million in cash from the sale of its
Mallyclad division.
Cash used in financing activities in the quarter ended March 31, 1998 amounted
to $0.4 million. The Company paid off $0.2 million in principal on one
outstanding term note maintained at a subsidiary. Additionally, the Company made
$0.2 million in payments on capital lease obligations.
The Company believes that cash flow from operations together with other sources
of funds, will be adequate to meet its anticipated requirements for working
capital, capital expenditures and debt service costs.
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 occur in the first and fourth quarters which is generally
consistent with the cycle of the building products industry. The Company
believes that its 1997 acquisitions in the southwestern and southeastern United
States will 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, and borrowings to satisfy working
capital requirements, are usually at their highest level during the second and
third quarters.
FORWARD-LOOKING STATEMENTS
Certain statements in the Company's Form 10-K and in future filings by the
Company with the Securities and Exchange Commission and in the Company's written
and oral statements made by or with the approval of an authorized executive
officer constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, and the Company contends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements
reflect the Company's current view with respect to future events and financial
performance, but are subject to many uncertainties and factors relating to the
Company's operations and business environment which may cause the actual results
of the Company to be materially different from any future results expressed or
implied by such forward-looking statements. Examples of such uncertainties
include, but are not limited to, changes in customer demand and requirements,
changes in general economic conditions, changes in federal income tax laws and
regulations, competition, unanticipated expenses and delays in the integration
of newly-acquired companies and industry specific factors. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
12
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.3 Amendment No. 1, dated as of April 15, 1998, to the Indenture
dated as of December 10, 1997 with respect to 11 3/4% Senior
Notes due 2007.
4.4 First Supplemental Indenture, dated as of April 15, 1998, by and
among American Architectural Products Corporation, Eagle &
Taylor Company, Forte, Inc., Western Insulated Glass, Co.,
Thermetic Glass, Inc., Binnings Building Products, Inc., Danvid
Window Company, American Glassmith Acquisition Corporation,
Modern Window Acquisition Corporation, VinylSource, Inc., AAPC
One Acquisition Corporation, AAPC Two Acquisition Corporation,
Denver Window Acquisition Corporation, Eagle Window & Door
Center, Inc., Weather-Seal Acquisition Corporation and United
States Trust Company of New York.
13
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: May 15, 1998 /s/ Frank J. Amedia
-----------------------
Frank J. Amedia
President & Chief Executive Officer
/s/ Richard L. Kovach
-----------------------
Richard L. Kovach
Chief Financial Officer