<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 0-22717
ACORN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3265462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 DUBLIN AVENUE, COLUMBUS, OHIO 43215
(Address of principal executive offices, including zip code)
(614) 222-4400
(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 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 the
filing requirements for at least the past 90 days. YES X NO
----- -----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 6,464,105 shares of
Common Stock, $.001 par value, were outstanding at December 4, 1998.
<PAGE>
FORM 10-Q
ACORN PRODUCTS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets 3
July 31, 1998 and October 30, 1998
Consolidated Statements of Operations For the Three Months 4
Ended October 31, 1997 and October 30, 1998
Consolidated Statements of Cash Flows For the Three Months 5
Ended October 31, 1997 and October 30, 1998
Interim Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7-9
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 10
Signatures 11
</TABLE>
-2-
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JULY 31, OCTOBER 30,
1998 1998
-------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash.......................................................................... $ 1,240 $ 819
Accounts receivable, less allowance for
doubtful accounts ($894 and $761, respectively)............................. 24,553 19,072
Inventories................................................................... 30,123 34,084
Prepaids and other current assets............................................. 2,948 2,887
-------- --------
Total current assets........................................................ 58,864 56,862
Property, plant and equipment, net of accumulated depreciation................ 16,205 16,190
Goodwill, net of accumulated amortization..................................... 35,271 35,632
Other intangible assets....................................................... 2,293 2,199
-------- --------
Total assets................................................................ $112,633 $110,883
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility..................................................... $ 16,308 $ 14,963
Accounts payable.............................................................. 7,010 7,764
Accrued expenses.............................................................. 4,456 4,340
Other current liabilities..................................................... 445 185
-------- --------
Total current liabilities..................................................... 28,219 27,252
Long-term debt.................................................................. 16,009 16,009
Other long-term liabilities..................................................... 4,054 3,945
-------- --------
Total liabilities............................................................. 48,282 47,206
Stockholders' equity:
Common stock, par value of $.001 per share, 20,000,000 shares
authorized, 6,464,105 shares issued and outstanding
at July 31, 1998 and October 30, 1998, respectively......................... 78,391 78,391
Contributed capital-stock options............................................... 460 460
Minimum pension liability....................................................... (285) (285)
Retained earnings (deficit)..................................................... (14,215) (14,889)
-------- --------
Total stockholders' equity.................................................... 64,351 63,677
-------- --------
Total liabilities and stockholders' equity.................................... $112,633 $110,883
-------- --------
-------- --------
</TABLE>
See accompanying notes.
-3-
<PAGE>
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
----------------------------
OCTOBER 31, OCTOBER 30,
1997 1998
------------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales................................................ $ 20,416 $ 22,172
Cost of goods sold....................................... 15,277 16,814
---------- ----------
Gross profit............................................. 5,139 5,358
Selling, general and administrative expenses............. 4,819 4,948
Interest expense......................................... 519 672
Amortization of intangibles.............................. 218 261
Other expenses, net...................................... 41 112
---------- ----------
Income (loss) before income taxes........................ (458) (635)
Income taxes (benefit) .................................. (134) (127)
---------- ----------
Income (loss) from continuing operations ................ (324) (508)
Loss from discontinued operations, net of tax - (166)
---------- ----------
Net income (loss) ....................................... $ (324) $ (674)
---------- ----------
---------- ----------
PER SHARE DATA (BASIC AND DILUTED):
Income (loss) from continuing operations ................ $ (0.05) $ (0.08)
Loss from discontinued operations........................ $ - $ (0.02)
---------- ----------
Net income (loss)........................................ $ (0.05) $ (0.10)
---------- ----------
---------- ----------
Weighted average shares outstanding...................... 6,464,105 6,464,105
---------- ----------
---------- ----------
</TABLE>
See accompanying notes.
-4-
<PAGE>
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
OCTOBER 31, OCTOBER 30,
1997 1998
------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ (324) $ (674)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) continuing operations:
Loss from discontinued operations......................... - 166
Depreciation and amortization............................. 894 1,025
Changes in operating assets and liabilities:
Accounts receivable..................................... 1,056 5,481
Inventories............................................. (1,876) (3,961)
Other assets............................................ 772 155
Accounts payable and accrued expenses................... 1,073 722
Income taxes payable.................................... (334) (250)
Other liabilities....................................... (73) (369)
------- -------
Net cash provided by (used in) continuing operations........ 1,188 2,295
Net cash provided by (used in) discontinued operations...... (49) 0
------- -------
Net cash provided by (used in) operating activities......... 1,139 2,295
CASH FLOWS FROM INVESTING ACTIVITIES:
Net assets from acquisitions................................ - (622)
Purchases of property, plant and equipment, net............. (1,281) (749)
------- -------
Net cash provided by (used in) investing activities......... (1,281) (1,371)
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition line draws...................................... - -
Net activity on revolving loan.............................. (8) (1,345)
------- -------
Net cash provided by (used in) financing activities......... (8) (1,345)
------- -------
Net increase (decrease) in cash............................. (150) (421)
Cash at beginning of period................................. 1,509 1,240
------- -------
Cash at end of period....................................... $ 1,359 $ 819
------- -------
------- -------
Interest paid............................................... $ 362 $ 768
------- -------
------- -------
</TABLE>
See accompanying notes.
-5-
<PAGE>
ACORN PRODUCTS, INC. AND SUBSIDIARIES
INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Footnote disclosure which would substantially duplicate the disclosure
contained in the Annual Report to Stockholders for the year ended July 31, 1998
has not been included. The unaudited interim consolidated financial statements
reflect all adjustments, that in the opinion of management, are necessary to a
fair statement of results for the periods presented and to present fairly the
consolidated financial position of Acorn Products, Inc. (the "Company") as of
October 30, 1998. All such adjustments are of a normal recurring nature.
2. Inventories of Acorn Products, Inc. are stated at the lower of cost or
market. Cost is determined using the first-in, first-out (FIFO) method.
Inventories consist of the following:
<TABLE>
<CAPTION>
JULY 31, OCTOBER 30,
1998 1998
--------- ------------
(In thousands)
<S> <C> <C>
Finished goods............................ $16,270 $18,657
Work in process........................... 5,709 7,267
Raw materials and supplies................ 9,212 9,218
------- -------
31,191 35,142
Valuation reserves........................ (1,068) (1,058)
------- -------
Total inventories......................... $30,123 $34,084
------- -------
------- -------
</TABLE>
3. In November 1998, the Company received notification of an assessment
of approximately $200,000 in state taxes and interest related to the sale in
August 1997 of substantially all of the assets of its McGuire-Nicholas
Company, Inc. subsidiary. The Company is contesting the amount of the
assessment. The Company has recorded the contingent liability associated with
the assessment, net of the affect of taxes, as a loss from discontinued
operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Disposition of Non-Lawn and Garden Business
Operations."
4. In June 1997, the Financial Standards Board issued Statement No. 130,
Reporting Comprehensive Income ("SFAS 130"). SFAS 130 requires adoption for
fiscal years beginning after December 15, 1997. Therefore, the Company was
required to adopt SFAS 130 effective August 1, 1998. The total comprehensive
loss for the three months ended October 30, 1998 was ($674).
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the other financial
information included elsewhere in this Quarterly Report on Form 10-Q, as well as
the factors set forth under the caption "Forward-Looking Information" below.
FORWARD-LOOKING INFORMATION
Statements in the following discussion that indicate the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements. Additional information concerning factors that could
cause actual results to differ materially from those suggested in the
forward-looking statements is contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended July 31, 1998, as well
as in the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 18, 1997, as amended on October 29,1998 and as
the same may be amended from time to time.
THREE MONTHS ENDED OCTOBER 30, 1998 COMPARED TO THREE MONTHS ENDED OCTOBER 31,
1997
NET SALES. Net sales increased 8.8%, or $1.8 million, to $22.2 million in
the first quarter of fiscal 1999 compared to $20.4 million in the first quarter
of fiscal 1998. The increase in net sales reflected sales by the Company's
watering products division, as well as increased net sales by the Company's
injection molding division.
GROSS PROFIT. Gross profit increased 5.9%, or $0.3 million, to $5.4 million
in the first quarter of fiscal 1999 compared to $5.1 million in the comparable
period of fiscal 1998. Gross margin decreased to 24.2% in the first quarter of
fiscal 1999 from 25.2% in the first quarter of fiscal 1998. The decrease in
gross margin primarily was due to competitive pricing pressures with respect to
sales of long handled tools, as well as inclusion of the Company's watering
products division, which realizes lower off-season overhead absorption rates.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 4.2%, or $0.2 million, to $5.0 million in the
first quarter of fiscal 1999 from $4.8 million in the first quarter of fiscal
1998. As a percentage of net sales, selling general and administrative expenses
decreased to 22.3% in the first quarter of fiscal 1999 from 23.6% in the first
quarter of fiscal 1998. The increase in selling, general and administrative
expenses resulted primarily from the addition of the Company's watering products
division, partially offset by a decrease in selling, general and administrative
expenses related to the Company's core business and corporate operations.
OTHER EXPENSES, NET. Other expenses, net, increased to $112,000 in the
first quarter of fiscal 1999 from $41,000 in the first quarter of fiscal 1998.
Other expense, net, in the first quarter of fiscal 1999 related primarily to
amortization of financing fees.
LOSS BEFORE INCOME TAXES. Loss before income taxes increased to $635,000
in the first quarter of fiscal 1999 from $458,000 in the first quarter of
fiscal 1998. In addition to the factors described above, the increase in loss
before income taxes resulted primarily from increased interest and
amortization expenses related to the acquisition of the Company's watering
products division.
NET LOSS. The Company recognized a tax benefit of $127,000 in the first
quarter of fiscal 1999 compared to a tax benefit of $134,000 in fiscal 1998
bringing the loss from continuing operations to $508,000 in the first quarter
of fiscal 1999 compared to a loss of $324,000 in the first quarter of fiscal
1998.
SEASONAL AND QUARTERLY FLUCTUATIONS; IMPACT OF WEATHER
The lawn and garden industry is seasonal in nature, with a high proportion
of sales and operating income generated in January through May. Accordingly, the
Company's sales tend to be greater during its third and fourth fiscal quarters.
As a result, the Company's operating results depend significantly on the spring
selling season. To support this sales peak, the Company must anticipate demand
and build inventories of finished goods throughout the fall and winter.
Accordingly, the Company's level of raw materials and finished goods inventories
tend to be at their highest, relative to sales, during the Company's first and
second fiscal quarters. These factors increase variations in the Company's
quarterly results of operations and potentially expose the Company to greater
adverse effects of changes in economic and industry trends. Moreover, actual
demand for the Company's products may vary substantially from the anticipated
demand, leaving the Company with excess inventory or insufficient inventory to
satisfy customer orders.
-7-
<PAGE>
Weather is the single most important factor in determining market demand
for the Company's products and also is the least predictable. For example, while
floods in the Midwest adversely affected the sale of most types of lawn and
garden equipment in 1992, the severe winter of 1994 resulted in a surge in
demand for snow shovels. In addition, bad weather during the spring gardening
season, such as that experienced throughout most of the U.S. in the spring of
1995 and 1998, can adversely affect overall annual sales.
LIQUIDITY AND CAPITAL RESOURCES
There have been no significant changes in the Company's liquidity and
capital resources as of October 30, 1998 from those discussed in the Company's
Annual Report on Form 10-K for the year ended July 31, 1998.
LEGAL PROCEEDINGS
On November 23, 1998, Huffy Corporation, True Temper Hardware Company and
Huffco Company (collectively the "Huffy Parties") dismissed without prejudice a
complaint filed by the Huffy Parties against the Company in the Court of Common
Please for Montgomery County, Ohio alleging breach of contract, unfair
competition, misappropriation of trade secrets and fraud in connection with
discussions between the Company and the Huffy parties regarding a possible
merger of the Company and True Temper Hardware Company.
DISPOSITION OF NON-LAWN AND GARDEN BUSINESS OPERATIONS
In December 1996, the Company sold substantially all of the assets of VSI
Fasteners, Inc. ("VSI"), a distributor of packaged fasteners, for approximately
$6.9 million, plus the assumption of approximately $2.3 million of related
liabilities. In August 1997, the Company sold substantially all of the assets of
McGuire-Nicholas Company, Inc. ("McGuire-Nicholas"), a manufacturer and
distributor of leather, canvas and synthetic fabric tool holders and work
aprons, for approximately $4.7 million, plus the assumption of approximately $4
million of related liabilities. VSI's and McGuire-Nicholas' results of
operations are shown as "Loss from Discontinued Operations" in the consolidated
financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS
STATE OF READINESS. The Company has reviewed its Year 2000 issues in
regard to both its information-technology and its non-information-technology.
The Company's operating system software as well as some of the Company's older
software applications were written using two digits rather than four to define
the applicable year. As a result, those software applications have time-
sensitive software that recognize a date using "00" as the year 1900 rather than
the Year 2000. This could cause a system failure or miscalculations causing
disruptions of operations, including a temporary inability to process
transactions, send invoices or engage in similar normal business activities. The
Company has determined that it will have to modify or replace portions of its
software applications and hardware so that its computer systems will function
properly with respect to dates in the Year 2000 and thereafter. The Company
expects that its information-technology will be Year 2000-ready by June 1, 1999,
which is prior to any anticipated impact on its operating systems. The Company
does not believe that there any material Year 2000 issues with regard to its
non-information-technology.
In addition, the Company has initiated communications with its significant
customers and suppliers to determine the extent to which the Company's interface
systems are vulnerable to the failure of such customers and suppliers to
remediate their own Year 2000 issues. Based on such communications, the Company
is not currently aware of any third-party issue applicable to the Year 2000 that
is likely to have a material impact on the conduct of the business, the results
of operations or the financial condition of the Company.
COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES. Although the Company is
currently updating its computer systems, such updating was not accelerated due
to Year 2000 issues. The following chart reflects the Company's estimated Year
2000-specific costs plus the estimated cost to update its current computer
systems.
ESTIMATED CONVERSION COST
<TABLE>
<CAPTION>
Expense Capital
-------- --------
<S> <C> <C>
Hardware -- $200,000
Project Management $125,000 75,000
Software and Custom Coding 165,000 --
-------- --------
$290,000 $275,000
-------- --------
-------- --------
</TABLE>
-8-
<PAGE>
RISKS OF THE COMPANY'S YEAR 2000 ISSUES. The Company does not believe that
any Year 2000 issues will impact its manufacturing. However, it is possible that
Year 2000 issues may have an impact on the administration of the Company. The
Company believes that its greatest Year 2000 risk is the risk that its
customers and suppliers are not Year 2000-ready. Failure by the Company, or its
customers or suppliers to adequately address the Year 2000 issues in a timely
manner could have a material impact on the conduct of the business, the results
of operations and the financial condition of the Company. Accordingly, the
Company plans to address all Year 2000 issues before problems materialize. The
Company believes that the associated costs are adequately budgeted for in its
fiscal 1999 business plans. However, should efforts on the part of the Company,
its customers and suppliers fail to adequately address their relevant Year 2000
issues, the most likely worst case scenario would be a total loss of revenue to
the Company.
THE COMPANY'S CONTINGENCY PLANS. The Company will produce contingency plans
on a case by case basis.
RISKS. There can be no assurance that the Company will not experience cost
overruns or delays in the completion of its year 2000 project. Factors that
could cause such cost overruns or delays include, among other things, an
unavailability of properly trained personnel, unforeseen difficulty locating and
correcting relevant computer codes and similar uncertainties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
-9-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER MATTERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.1 Third Amendment to Amended and Restated Credit
Agreement, October 29, 1998, between UnionTools,
Inc. and Heller Financial, Inc., in its capacity
as Agent for the Lenders party to the Amended and
Restated Credit Agreement.
27 Financial Data Schedule.
</TABLE>
(b) REPORTS ON FORM 8-K.
(1) Form 8-K/A No. 1 (Item 5) filed October 29, 1998 to
update the disclosure provided in the Form 8-K filed on
September 18, 1997 reporting the cautionary statement
for purposes of the "Safe Harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
-10-
<PAGE>
SIGNATURES
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.
ACORN PRODUCTS, INC.
Date: December 8, 1998 By: /s/ Gabe Mihaly
-------------------------------------------
Gabe Mihaly, President and Chief Executive
Officer (Principal Executive Officer)
Date: December 8, 1998 By: /s/ Stephen M. Kasprisin
-------------------------------------------
Stephen M. Kasprisin, Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
-11-
<PAGE>
ACORN PRODUCTS, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
<S> <C>
10.1 Third Amendment to Amended and Restated Credit Agreement,
October 29, 1998, between UnionTools, Inc. and Heller Financial,
Inc., in its capacity as Agent for the Lenders party to the
Amended and Restated Credit Agreement.
27 Financial Data Schedule.
</TABLE>
<PAGE>
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("AMENDMENT")
is made and entered into this 29th day of October, 1998, by and between UNION
TOOLS, INC. ("BORROWER"), Heller Financial, Inc., in its capacity as Agent for
the Lenders party to the Amended and Restated Credit Agreement described below
("AGENT"), and the Lenders which are signatories hereto.
WHEREAS, Agent, Lenders and Borrower are parties to a certain Amended and
Restated Credit Agreement dated May 20, 1997 and all amendments thereto (as such
agreement has from time to time been amended, supplemented or otherwise
modified, the "AGREEMENT"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. AMENDMENTS. Subject to the conditions set forth below, subsection
4.6(b) is amended by deleting such subsection in its entirety and inserting the
following in lieu thereof:
"(b) Borrower shall not permit the ratio of Total Indebtedness
calculated as of the last day of fiscal quarter ending on the dates or
during the periods set forth below to Operating Cash Flow for the
twelve (12) month period ending on such day to be greater than the
amount set forth for such date or period.
<TABLE>
<CAPTION>
Date/ Period Amount
------------ ------
<S> <C>
January 31, 1998 4.0:1
April 30, 1998 3.8:1
July 31, 1998 2.7:1
October 31, 1998 4.6:1
January 31, 1999 3.0:1
April 30, 1999 3.0:1
On or after July 31, 1999 2.0:1
</TABLE>
"Total Indebtedness" and "Operating Cash Flow" will be calculated as
illustrated on Exhibit 4.10(C)
<PAGE>
4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):
(a) Borrower shall have executed and delivered this Amendment, and
such other documents and instruments as Agent may require shall have been
executed and/or delivered to Agent;
(b) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other
legal matters incident thereto shall be satisfactory to Agent and its legal
counsel; and
(c) No Default or Event of Default shall have occurred and be
continuing.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders that
(a) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower and that
this Amendment has been duly executed and delivered by Borrower and (b) each of
the representations and warranties set forth in Section 5 of the Agreement
(other than those which, by their terms, specifically are made as of certain
date prior to the date hereof) are true and correct in all material respects as
of the date hereof.
6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7. REFERENCES. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement shall be
deemed to be a reference to the Agreement as modified by this Amendment.
8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
HELLER FINANCIAL, INC., UNION TOOLS, INC.,
as Agent and Lender Borrower
By: /s/ William Vukovich By: /s/ Steve Kasprisin
------------------------------- ------------------------------------
Title: Assistant Vice-President Title: Vice-President -Chief Accounting
---------------------------- ----------------------------------
Officer
---------------------------------
OTHER LENDERS:
FLEET CAPITAL CORPORATION
By: /s/ Lawrence Ausburn
------------------------------
Title: Senior Vice-President
---------------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Warren F. Weber
------------------------------
Title: Vice-President
---------------------------
STAR BANK, N.A.
By:
------------------------------
Title:
---------------------------
BANKBOSTON, N.A.
By: /s/ Gregory R.D. Clark
------------------------------
Title: Division Executive
---------------------------
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Lawrence J. Placek
------------------------------
Title: Vice-President
---------------------------
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-30-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> OCT-30-1998
<EXCHANGE-RATE> 1
<CASH> 819
<SECURITIES> 0
<RECEIVABLES> 19,833
<ALLOWANCES> (761)
<INVENTORY> 34,084
<CURRENT-ASSETS> 58,862
<PP&E> 27,617
<DEPRECIATION> (11,427)
<TOTAL-ASSETS> 110,883
<CURRENT-LIABILITIES> 27,252
<BONDS> 0
0
0
<COMMON> 78,391
<OTHER-SE> (14,714)
<TOTAL-LIABILITY-AND-EQUITY> 110,883
<SALES> 22,172
<TOTAL-REVENUES> 22,172
<CGS> 16,814
<TOTAL-COSTS> 16,814
<OTHER-EXPENSES> 5,321
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 672
<INCOME-PRETAX> (635)
<INCOME-TAX> (127)
<INCOME-CONTINUING> (674)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (674)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> 0
</TABLE>
