<PAGE> 1
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 quarterly period ended August 25, 1998
OR
{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No: 0-28812
RANKIN AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Louisiana 72-0838383
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(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
3709 S. MacArthur Drive
Alexandria, LA 71302
-------------- -----
(address of principal executive offices) (zip code)
(318) 487-1081
--------------
Registrant's telephone number, including Area Code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that 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
---
As of August 25, 1998, 4,535,000 shares of common stock were outstanding.
<PAGE> 2
RANKIN AUTOMOTIVE GROUP, INC.
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - February 25, 1998 and August 25,
1998 (unaudited)
Condensed Statements of Operations - Three months ended August
25, 1997 and 1998 and Six months ended August 25, 1997 and
1998 (unaudited)
Condensed Statements of Cash Flows - Six months ended August
25, 1997 and 1998 (unaudited)
Notes to Condensed Financial Statements - Six months ended
August 25, 1997 and 1998 (unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
<PAGE> 3
PART II - OTHER INFORMATION
Other Information
Item 1 Legal Proceedings
On May 28, 1998, petition No. 98-CI-04310 was
filed in the District Court, 150 Judicial
District, in Bexar County, Texas. The plaintiff,
Bob Beadle, is suing the defendants, Nichols,
Safina, Lerner & Co., Inc.,; Rankin Automotive
Group, Inc.; Randall B. Rankin; Harris Lake Smith,
Jr.; Charles E. Elliott; Ricky D. Gunn; Ricky L.
Sooter; and Otis Al Cannon, Jr. The petition is a
securities class action alleging violations of the
Texas law and the Securities Act of 1933 arising
out of alleged misrepresentations and omissions
regarding the company's operations and future
prospects.
The Company vehemently denies the allegations and
will vigorously defend the Company, its Board of
Directors and Officers.
Item 2 - 5 None
Item 6 Exhibits and Reports on Form 8 - K
(a) Exhibit 27 - Financial Data Schedule (for SEC
use only)
(b) Reports on Form 8 - K
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RANKIN AUTOMOTIVE GROUP, INC.
/s/ Randall B. Rankin
---------------------
Randall B. Rankin, Chief Executive Officer
October 9, 1998 /s/ Deborah N. Eddlemon
-----------------------
Deborah N. Eddlemon, Chief Financial Officer
and Treasurer
<PAGE> 4
PART I.
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED BALANCE SHEETS
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<TABLE>
<CAPTION>
FEBRUARY 25, AUGUST 25,
ASSETS 1998* 1998
------------ ----------
UNAUDITED
<S> <C> <C>
CURRENT ASSETS
Cash $ 3,962,065 $ 4,014,890
Accounts Receivable
Trade, net of allowance for doubtful accounts of $61,000 2,317,873 2,811,616
and $61,000
Related party 18,904 30,453
Inventories 12,874,352 13,488,025
Prepaid Expenses and other current assets 167,924 243,094
------------ ------------
Total Current Assets 19,341,118 20,588,078
PROPERTY AND EQUIPMENT, NET 1,994,265 2,036,514
INTANGIBLE ASSETS, NET 629,112 605,798
------------ ------------
TOTAL ASSETS $ 21,964,495 $ 23,230,390
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable, Trade $ 3,383,715 $ 3,861,714
Accrued Expenses 593,477 480,193
Current Portion of Long-Term Debt 155,186 217,425
------------ ------------
Total Current Liabilities 4,132,378 4,559,332
LONG-TERM DEBT, less current portion 5,188,160 5,860,888
------------ ------------
Total Liabilities 9,320,538 10,420,220
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, 2,000,000 shares authorized,
none issued -- --
Common Stock, $.01 par value, 10,000,000 shares authorized,
4,550,000 shares issued 45,500 45,500
Additional paid-in capital 13,083,830 13,083,830
Retained Earnings (accumulated deficit) (290,373) (124,160)
Less: Treasury Stock (15,000 shares at cost) (195,000) (195,000)
------------ ------------
Total Stockholders' Equity 12,643,957 12,810,170
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,964,495 $ 23,230,390
============ ============
</TABLE>
* The balance sheet at February 25, 1998 has been taken from the audited
balance sheet at that date.
See notes to condensed financial statements.
<PAGE> 5
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
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<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
AUGUST 25, AUGUST 25,
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 10,665,272 $ 10,708,845 $ 20,572,159 $ 20,491,592
COST OF GOODS SOLD 7,239,109 7,050,569 13,781,134 13,377,079
------------ ------------ ------------ ------------
Gross Profit 3,426,163 3,658,276 6,791,025 7,114,513
OPERATING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,426,419 3,565,594 6,625,891 6,825,977
------------ ------------ ------------ ------------
Earnings (loss) from Operations ($ 256) $ 92,682 $ 165,134 $ 288,536
NET INTEREST (EXPENSE) INCOME 12,886 (62,292) 32,791 (122,323)
------------ ------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES $ 12,630 $ 30,390 $ 197,925 $ 166,213
INCOME TAXES 2,000 0 65,000 0
------------ ------------ ------------ ------------
NET EARNINGS $ 10,630 $ 30,390 $ 132,925 $ 166,213
============ ============ ============ ============
NET EARNINGS PER COMMON SHARE $ 0.00 $ 0.01 $ 0.03 $ 0.04
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 4,535,000 4,535,000 4,542,500 4,535,000
============ ============ ============ ============
</TABLE>
See notes to condensed financial statements
<PAGE> 6
RANKIN AUTOMOTIVE GROUP, INC.
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
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<TABLE>
<CAPTION>
SIX MONTHS ENDED
AUGUST 25,
1997 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 132,925 $ 166,213
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 212,518 248,714
Changes in assets and liabilities
(Increase) in accounts receivable (559,569) (505,292)
(Increase) in inventories (1,489,176) (613,673)
Increase in accounts payable
and accrued expenses 540,245 364,715
Other, net (41,460) (75,170)
------------ ------------
Net cash (used in) operating activities ($ 1,204,517) ($ 414,493)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net ($ 603,999) ($ 267,649)
Purchases of Treasury Stock (195,000) 0
Cash paid in connection with acquisition (408,000) 0
------------ ------------
Net cash (used in) investing activities ($ 1,206,999) ($ 267,649)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from revolving line of credit $ 22,542,268 9,481,370
Repayments of borrowings under revolving line of credit (20,338,633) (8,854,960)
Proceeds from other long-term obligations 237,642 201,001
Repayments of long-term obligations (37,050) (92,444)
------------ ------------
Net cash provided by financing activities $ 2,404,227 $ 734,967
------------ ------------
NET INCREASE (DECREASE) IN CASH ($7,289) $ 52,825
CASH, BEGINNING OF PERIOD $ 4,022,287 $ 3,962,065
------------ ------------
CASH, END OF PERIOD $ 4,014,998 $ 4,014,890
============ ============
</TABLE>
See notes to condensed financial statements
<PAGE> 7
RANKIN AUTOMOTIVE GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED AUGUST 25, 1998 (UNAUDITED)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule
10-01 of Regulation S-X. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for interim
periods are not necessarily indicative of the results that may be
expected for the entire year. These condensed financial statements
should be read in conjunction with the Company's annual financial
statements and notes thereto included in the Company's Form 10-KSB for
the year ended February 25, 1998.
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations for
the three and six months ended August 28, 1997 and 1998 should be read in
conjunction with the Condensed Financial Statements of the Company with the
accompanying notes.
RESULTS OF OPERATIONS
The following table sets forth certain selected historical consolidated
operating results for the Company as a percentage of Net Sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
AUGUST 25, AUGUST 25,
1997 1998 1997 1998
<S> <C> <C> <C> <C>
NET SALES...................... 100.0% 100.0% 100.0% 100.0%
COST OF GOODS SOLD............. 67.9% 65.8% 67.0% 65.3%
GROSS PROFIT.............. 32.1% 34.2% 33.0% 34.7%
OPERATING, SG&A EXPENSES....... 32.1% 33.3% 32.2% 33.3%
EARNINGS FROM OPERATIONS.. 0.0% 0.9% 0.8% 1.4%
INTEREST (EXPENSE) INCOME...... 0.0% (0.6%) 0.2% (0.6%)
EARNINGS BEFORE INCOME TAXES... 0.1% 0.3% 1.0% 0.8%
INCOME TAXES................... 0.0% 0.0% 0.3% 0.0%
NET EARNINGS (LOSS)............ 0.1% 0.3% 0.7% 0.8%
</TABLE>
THREE MONTHS ENDED AUGUST 25, 1998 COMPARED TO THREE MONTHS ENDED
AUGUST 25, 1997
NET SALES. Product sales increased approximately $44 thousand, or 0.4%,
from approximately $10.67 million for the three months ended August 25, 1997 to
$10.71 million for the comparable three month period of 1998. Approximately $389
thousand of sales was due to the two new store openings which occurred in August
and September of 1997. Total same store sales for the period decreased
approximately $345 thousand, or 3.24%, when compared to the same period of the
prior year. The same store sales decrease is calculated based on the change in
net sales on those stores that were operational for both periods being compared
including the two stores that were closed and consolidated with existing
operations.
COST OF GOODS SOLD. Cost of Goods Sold for the three months ended
August 25, 1998 amounted to approximately $7.0 million or 65.8% of Net Sales
compared to approximately $7.2 million or 67.9% for the same three month period
ended August 25, 1997. Cost of Goods Sold decreased in dollar amount
(approximately $189 thousand) and 2.1% of sales. This decrease is primarily
attributable to improved management control of inventory.
OPERATING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The OSG&A
expenses for the three months ended August 25, 1998 amounted to approximately
$3.57 million or 33.3% of Net Sales compared to $3.43 million, or 32.1% of Net
Sales, for the same three month period of 1997. This increase in expenses is
attributable to, among other things, a decision by the Company to incur costs to
better manage inventory.
<PAGE> 9
INTEREST EXPENSE (INCOME). For the three months ended August 25, 1998,
the Company had $62,292 of net Interest Expense compared to ($12,886) net
Interest Income for the same period of the prior year.
INCOME TAXES. Income taxes, for the three months ended August 25, 1998,
were reflected at zero since the net operating loss carryover from the fiscal
year ended February 25, 1998 was utilized to offset the approximately $10,300 of
income taxes that the earnings of approximately $30 thousand generated.
SIX MONTHS ENDED AUGUST 25, 1998 COMPARED TO SIX MONTHS ENDED AUGUST 25, 1997
NET SALES. Product sales decreased approximately $81 thousand, or 0.4%,
from approximately $20.57 million for the six months ended August 25, 1997 to
$20.49 million for the comparable six month period of 1998. Sales attributable
to new-store openings which occurred in August and September of 1997, for an
increase in sales of approximately $717 thousand. The Company closed two stores
in Louisiana and consolidated these two stores with existing operations.
When comparing the Company's same store sales, including these two
locations, a decrease of approximately $798 thousand, or 3.88%, was registered
for the six months ended August 25, 1998 in relation to the same period of the
previous year.
COST OF GOODS SOLD. Cost of Goods Sold for the six months ended August
25, 1998 amounted to approximately $13.38 million or 65.3% of Net Sales compared
to $13.78 million, or 67.0% of Net Sales for the same six month period of the
previous year. Cost of Goods Sold decreased in dollar amount (approximately $400
thousand) and 1.7% of sales. This decrease is primarily attributable to improved
management control of inventory.
OPERATING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The OSG&A
expenses for the six months ended August 25, 1998 amounted to approximately
$6.83 million or 33.3% of Net Sales for the period. This compares to a total of
$6.63 million or 32.2% of Net Sales for the six months ended August 25, 1997.
This increase in expenses is attributable to, among other things, a decision by
the Company to incur costs to better manage inventory.
INTEREST EXPENSE (INCOME). The Company had net Interest Expense of
$122,323 for the six months ended August 25, 1998 compared to net Interest
Income of ($32,791) for the six months ended August 25, 1997.
INCOME TAXES. Income taxes were reflected at zero since the net
operating loss carryover from the fiscal year ended February 25, 1998 was
utilized to offset the approximately $56,000 of income taxes that the earnings
of approximately $166 thousand generated.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $415 thousand for the six
months ended August 25, 1998, as compared to $1.2 million for the same period
ended August 25, 1997. The cash use was primarily as a result of an increase in
inventories, accounts receivables, and accounts payables for both periods.
Net cash used in investing activities was $268 thousand for the six
months ended August 25, 1998, as compared to $1.2 million for the same period
ended August 25, 1997. In 1998, cash was used primarily for purchasing fixed
assets and in 1997, cash was used primarily for purchasing fixed assets and fund
the opening of new stores.
Net cash provided by financing activities, utilizing the Company's
credit facilities, was $735 thousand and $2.4 million, for the six months ended
August 25, 1998 and 1997, respectively. These borrowings were used primarily for
general working capital purposes and fund the opening of new stores.
<PAGE> 10
The balance sheet continues to reflect a strong, solvent position with
debt to equity ratio of .81 to l.00 and a current ratio of 4.52 to 1.00. Reserve
cash of approximately $4.0 million continues to be maintained in an investment
account for future growth strategy implementation.
Management has continued to improve the internal structure to
accommodate future growth. Costs of this program are still being incurred in the
current period S, G, & A costs. Management is of the opinion that the benefits
from this decision will be reflected in improved efficiencies and profitability.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs that have a time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure of miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Based on a recent assessment, the Company determined that it will be
required to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter. The Company presently believes that with modifications to existing
software and conversions to new software, the Year 2000 Issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Company.
The Company will utilize both internal and external resources to
reprogram, or replace, and test the software for the Year 2000 modifications.
The Company anticipates completing the Year 2000 project within one year but not
later than September 30, 1999, which is prior to any anticipated impact on its
operating systems. The total cost of the Year 2000 project is estimated at
$600,000 and is being funded through operating cash flows. The major portion of
these costs relate to new computer hardware and software and, thus, will be
capitalized. The majority of these costs will be incurred subsequent to August
25, 1998.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimate, which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources, third party
modification plans and other factors. However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially from
those anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct all relevant computer codes, and
similar uncertainties. The Company has not yet developed a contingency plan
relating to the Year 2000.
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-25-1999
<PERIOD-START> FEB-26-1998
<PERIOD-END> AUG-25-1998
<CASH> 4,014,890
<SECURITIES> 0
<RECEIVABLES> 2,872,616
<ALLOWANCES> 61,000
<INVENTORY> 13,488,025
<CURRENT-ASSETS> 20,588,078
<PP&E> 3,463,887
<DEPRECIATION> 1,427,373
<TOTAL-ASSETS> 23,230,390
<CURRENT-LIABILITIES> 4,559,332
<BONDS> 5,860,888
0
0
<COMMON> 45,500
<OTHER-SE> 12,764,670
<TOTAL-LIABILITY-AND-EQUITY> 23,230,390
<SALES> 20,491,592
<TOTAL-REVENUES> 20,491,592
<CGS> 13,377,079
<TOTAL-COSTS> 20,203,056
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 122,323
<INCOME-PRETAX> 166,213
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 166,213
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
