<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 2, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
--------- -----------
Commission File Number: .
------------
------------------------
MEADOWCRAFT, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 63-0891252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
4700 Pinson Valley Parkway
Birmingham, Alabama 35215
(Address of principal executive offices)
(205) 853-2220
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports 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 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 May 27, 1998, 19,708,750 shares of the Registrant's Common Stock
$.01 par value, were issued and outstanding.
<PAGE> 2
MEADOWCRAFT, INC.
FORM 10-Q
May 2, 1998
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
Consolidated Condensed Statements of Operations
Consolidated Condensed Statements of Cash Flows
Notes to Consolidated Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits
SIGNATURE
2
<PAGE> 3
MEADOWCRAFT, INC.
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, 1997 May 3, 1997 May 2, 1998
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
DUE FROM FACTOR $ 10,758,000 $ 35,549,000 $ 42,526,000
ACCOUNTS RECEIVABLE 5,700,000 27,915,000 35,787,000
INVENTORIES 11,590,000 21,472,000 33,300,000
PREPAID EXPENSES AND OTHER 293,000 330,000 3,785,000
------------- ------------- -------------
TOTAL CURRENT ASSETS 28,341,000 85,266,000 115,398,000
------------- ------------- -------------
PROPERTY, PLANT AND EQUIPMENT 59,869,000 57,798,000 84,131,000
LESS: ACCUMULATED DEPRECIATION (17,908,000) (16,670,000) (22,110,000)
------------- ------------- -------------
NET PROPERTY, PLANT AND EQUIPMENT 41,961,000 41,128,000 62,021,000
------------- ------------- -------------
OTHER ASSETS 770,000 667,000 696,000
------------- ------------- -------------
$ 71,072,000 $ 127,061,000 $ 178,115,000
============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
CURRENT PORTION OF LONG-TERM DEBT $ 4,550,000 $ 4,750,000 $ 2,740,000
NOTES PAYABLE 10,226,000 48,896,000 53,164,000
ACCOUNTS PAYABLE 2,847,000 9,331,000 15,654,000
ACCRUED EXPENSES 6,913,000 9,436,000 12,887,000
------------- ------------- -------------
TOTAL CURRENT LIABILITIES 24,536,000 72,413,000 84,445,000
------------- ------------- -------------
LONG-TERM DEBT 13,392,000 15,320,000 26,863,000
------------- ------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
COMMON STOCK, $.01 PAR VALUE, 100,000,000
SHARES AUTHORIZED, 16,000,000 SHARES
ISSUED AND OUTSTANDING AT JULY 31, 1997,
AND MAY 3, 1997, 19,708,750 SHARES ISSUED
AND OUTSTANDING AT MAY 2, 1998 160,000 160,000 197,000
ADDITIONAL PAID-IN CAPITAL 340,000 340,000 44,615,000
RETAINED EARNINGS 32,644,000 38,828,000 21,995,000
------------- ------------- -------------
33,144,000 39,328,000 66,807,000
------------- ------------- -------------
$ 71,072,000 $ 127,061,000 $ 178,115,000
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
MEADOWCRAFT, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- ---------------------------
MAY 3, 1997 MAY 2, 1998 MAY 3, 1997 MAY 3, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 75,907,000 $ 81,840,000 $109,712,000 $117,303,000
COST OF SALES 49,932,000 52,849,000 74,045,000 79,351,000
------------ ------------ ------------ ------------
GROSS PROFIT 25,975,000 28,991,000 35,667,000 37,952,000
------------ ------------ ------------ ------------
OPERATING EXPENSES:
SELLING EXPENSE 3,211,000 3,230,000 5,706,000 5,852,000
GENERAL & ADMINISTRATIVE 2,713,000 1,980,000 4,708,000 5,539,000
------------ ------------ ------------ ------------
5,924,000 5,210,000 10,414,000 11,391,000
------------ ------------ ------------ ------------
OPERATING INCOME 20,051,000 23,781,000 25,253,000 26,561,000
INTEREST EXPENSE 1,807,000 1,606,000 3,969,000 2,990,000
------------ ------------ ------------ ------------
INCOME BEFORE INCOME
TAXES-HISTORICAL 18,244,000 22,175,000 21,284,000 23,571,000
PROVISION FOR INCOME TAXES 0 3,550,000 0 1,520,000
------------ ------------ ------------ ------------
NET INCOME-HISTORICAL $ 18,244,000 $ 18,625,000 $ 21,284,000 $ 22,051,000
============ ============ ============ ============
EARNINGS PER SHARE: BASIC $ 1.14 $ 0.95 $ 1.33 $ 1.22
============ ============ ============ ============
EARNINGS PER SHARE: DILUTED $ 1.14 $ 0.94 $ 1.33 $ 1.22
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING BASIC 16,000,000 19,708,750 16,000,000 18,123,709
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING DILUTED 16,000,000 19,726,769 16,000,000 18,129,716
============ ============ ============ ============
PRO FORMA PRESENTATION:
NET INCOME-HISTORICAL $ 18,244,000 $ 18,625,000 $ 21,284,000 $ 22,051,000
PRO FORMA PROVISION FOR
INCOME TAXES 6,786,000 4,700,000 7,917,000 4,050,000
------------ ------------ ------------ ------------
PRO FORMA NET INCOME $ 11,458,000 $ 13,925,000 $ 13,367,000 $ 18,001,000
============ ============ ============ ============
PRO FORMA EARNINGS PER SHARE:
BASIC $ 0.72 $ 0.71 $ 0.84 $ 0.99
============ ============ ============ ============
DILUTED $ 0.72 $ 0.71 $ 0.84 $ 0.99
============ ============ ============ ============
PRO FORMA WEIGHTED AVERAGE
SHARES OUTSTANDING BASIC 16,000,000 19,708,750 16,000,000 18,123,709
============ ============ ============ ============
PRO FORMA WEIGHTED AVERAGE
SHARES OUTSTANDING DILUTED 16,000,000 19,726,769 16,000,000 18,129,716
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
MEADOWCRAFT, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MAY 2, 1997 MAY 3, 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME - HISTORICAL $ 21,284,000 $ 22,051,000
------------ ------------
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 3,933,000 4,434,000
CHANGES IN ASSETS AND LIABILITIES:
DUE FROM FACTOR (25,184,000) (31,768,000)
ACCOUNTS RECEIVABLE (24,350,000) (30,087,000)
INVENTORIES (10,629,000) (21,710,000)
PREPAID EXPENSES AND OTHER (42,000) (3,492,000)
OTHER ASSETS 23,000 135,000
ACCOUNTS PAYABLE 5,539,000 12,807,000
ACCRUED EXPENSES 2,573,000 5,974,000
------------ ------------
TOTAL ADJUSTMENTS (48,137,000) (63,707,000)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES: (26,853,000) (41,656,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES (2,453,000) (24,262,000)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (2,453,000) (24,262,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
NET PROCEEDS FROM INITIAL PUBLIC OFFERING 0 44,312,000
NET BORROWINGS ON NOTES PAYABLE 33,887,000 42,938,000
PROCEEDS FROM ISSUANCE OF LONG-TERM DEBT 0 15,500,000
PRINCIPAL PAYMENTS OF LONG-TERM DEBT (3,831,000) (3,839,000)
PAYMENT OF LOAN COSTS 0 (293,000)
PAYMENT OF S CORPORATION DISTRIBUTION (750,000) (32,700,000)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 29,306,000 65,918,000
------------ ------------
NET CHANGE IN CASH 0 0
CASH, BEGINNING OF PERIOD 0 0
------------ ------------
CASH, END OF PERIOD $ 0 $ 0
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR INTEREST $ 3,848,000 $ 2,864,000
============ ============
CASH PAID DURING THE PERIOD FOR INCOME TAXES $ 0 $ 1,360,000
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
MEADOWCRAFT, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Meadowcraft,
Inc., ("the Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information, and are
presented in accordance with the requirements of Form 10-Q and Article 10
of Regulation S-X. The financial statements should be read in conjunction
with the audited financial statements and notes thereto in the Company's
Prospectus dated November 25, 1997.
In the opinion of management, the unaudited financial statements included
herein reflect all adjustments, consisting of normal, recurring
adjustments, necessary to present fairly the information set forth
therein. The 1998 interim results of operations are not necessarily
indicative of results expected for the full year. Revenues and expenses
are subject to material seasonal variations. The seasonal nature of the
Company's business requires an inventory build-up during the fall and
winter months in order to meet customer demand during the spring and
summer selling seasons. The Company relies upon bank borrowing and cash
flow from operations to finance this production.
2. INITIAL PUBLIC OFFERING
On November 25, 1997, the Company commenced its initial public offering
(the "Offering") of 3,225,000 shares of common stock at $13.00 per share.
On December 10, 1997, the underwriters exercised their over allotment
option to purchase an additional 483,750 shares of common stock from the
Company at $13.00 per share.
The proceeds from the Offering and the over allotment option totaled
$48,213,750 net of underwriting discount of $3,374,963 and expenses of
approximately $527,000 were $44,311,787. The proceeds were used to pay
$32,700,000 of the S Corporation Distribution, with the balance of
$11,611,787 used to fund capital expenditures.
Upon completion of the Offering, the Company terminated its S Corporation
election. The Company will make an additional S Corporation Distribution
based upon the Company's S Corporation earnings attributable to the
period from May 4, 1997 to the date of termination of the S Corporation
election (November 25, 1997).
In order to determine the S Corporation earnings attributable to this
period, the Company will prorate the Company's taxable income for the 12
month period ending May 2, 1998, based on the number of days in the 12
month period for which the Company was an S Corporation. The Company is
in the process of finalizing taxable income for this period in order to
determine the S Corporation distribution; however, the Company estimates
such distribution will approximate $17 million.
As a result of the Company's Offering and termination of the S
Corporation election, the Company changed its financial reporting
year-end to July 31.
6
<PAGE> 7
NOTE 2 - EARNINGS PER SHARE
Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings
Per Share, is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. The statement
requires presentation of basic earnings per share and diluted earnings
per share. Basic earnings per common share excludes securities or other
contracts to issue common stock such as options while diluted earnings
per common share considers the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. The weighted average shares outstanding
diluted reflected herein for the three and nine months ended May 2, 1998,
include 18,019 shares issuable related to options, which were issued on
November 25, 1997. No options existed during the 1997 periods.
Additionally, on February 1998, the Securities and Exchange Commission
("SEC") released Staff Accounting Bulletin ("SAB") 98. SAB98 revised
prior guidance of the SEC to reflect the requirements of SFAS128. As a
result of SFAS128 and SAB98, the accompanying earnings per share reflect
historical earnings per share, which which excludes a tax provision for
all periods in which the Company was an S Corporation. The pro forma
earnings per share amounts reflect a provision for income taxes as if the
Company was a taxable corporation. Furthermore, upon termination of the
Company's S Corporation election the Company recorded net deferred tax
assets in the amount of $3,200,000, which was recorded as a credit in
income taxes.
NOTE 3 - INVENTORIES
Inventories are valued at First-In, First-Out ("FIFO") cost, which is not
in excess of market. An analysis of inventories follows:
<TABLE>
<CAPTION>
JULY 31, 1997 MAY 3, 1997 MAY 2, 1998
------------- ----------- -----------
<S> <C> <C> <C>
RAW MATERIALS AND
PURCHASED PARTS $ 6,273,000 $ 8,207,000 $13,683,000
WORK-IN-PROCESS 569,000 610,000 1,305,000
FINISHED GOODS 4,748,000 12,655,000 18,312,000
------------- ----------- -----------
$ 11,590,000 $21,472,000 $33,300,000
============= =========== ===========
</TABLE>
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MAY 2, 1998 COMPARED TO THREE MONTHS ENDED MAY 3, 1997
NET SALES
Net Sales increased $5.9 million, or 7.8% to $81.8 million for the three months
ended May 2, 1998, from $75.9 million in the comparable prior year period. The
increase was due to sales increases in the Plantation Patterns product line and,
the new Garden Accessories and Tubular product lines.
GROSS PROFIT
Gross Profit for the three months ended May 2, 1998, increased $3.0 million to
$29.0 million from $26.0 million in the comparable prior year period. The
increase in margins is due primarily to higher sales volume offset by some start
up costs associated with the new West Coast production facilities, and to a
lesser extent, the retrofitting of the previously idle Birmingham, Alabama
facility, used to produce the new tubular product line.
SELLING EXPENSE
Selling Expense, which includes commissions, advertising and promotional
expenses remained even with the prior year at $3.2 million for the three months
ended May 2, 1998. Higher commissions were offset by lower expenditures for
advertising, travel, and entertainment.
GENERAL AND ADMINISTRATIVE EXPENSE
General and Administrative Expense, which includes corporate salaries, employee
benefits and professional fees decreased $.7 million to $2.0 million for the
three months ended May 2, 1998, from $2.7 million in the comparable prior year
period.
The decrease was due primarily to a lower accrual for bonus payments in 1998.
INTEREST EXPENSE
Interest Expense, which includes factor fees, decreased by $.2 million to $1.6
million for the three months ended May 2, 1998, from $1.8 million in the
comparable prior year period due to an overall lower interest rate, resulting
from the Company's new credit facility.
HISTORICAL AND PRO FORMA PROVISIONS FOR INCOME TAXES
Prior to November 25, 1997, the Company elected to be taxed as an S Corporation
and, as a result, the periods prior to November 25, 1997 do not reflect
historical income tax provisions. On November 25, 1997, the Company terminated
its S Corporation election in connection with its Initial Public Offering and
became a taxable C Corporation. Additionally, the Company has allocated its
income for the three months, ended May 2, 1998, between the nontaxable S
Corporation and the taxable C Corporation based on the number of days in the 12
month period ended May 2, 1998, in which the Company was an S Corporation and C
Corporation respectively. The effect of the allocation was that a portion of the
income
8
<PAGE> 9
for the three months ended May 2, 1998 was attributable to the C Corporation
with the remainder being attributable to the S Corporation. The income
attributable to the C Corporation resulted in a historical tax provision of
$3,550,000 for the three months ended May 2, 1998. The pro forma provision of
the three months ended May 3, 1997 and May 2, 1998, gives effect to the
application of incremental income taxes that would have been reported had the
Company's income been attributable to the C Corporation for the entire three
month period. The historical and pro forma income provision combined reflect an
overall effective tax rate of 37% in both 1998 and 1997.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED MAY 2, 1998 COMPARED TO NINE MONTHS ENDED MAY 3, 1997
NET SALES
Net Sales increased $7.6 million or 6.9% to $117.3 from $109.7 million in the
comparable prior year period. The increase was due to higher sales of the Garden
Accessories and Plantation Patterns product lines.
GROSS PROFIT
Gross Profit for the nine months ended May 2, 1998 increased $2.3 million to
$38.0 from $35.7 million in the comparable prior year period. The increase in
margins is due primarily to higher sales volume offset by start-up costs
associated with the new West Coast production facilities and to a lesser extent
the retrofitting of the previously idle Birmingham, Alabama facility, used to
produce the new tubular product line.
SELLING EXPENSE
Selling Expense increased $.1 million to $5.8 million for the nine month period,
ended May 2, 1998, from $5.7 million in the comparable prior year period due
primarily to higher commission expense on higher sales volume.
GENERAL AND ADMINISTRATIVE EXPENSE
General and Administrative Expense increased $.8 million to $5.5 million for the
nine month period, ended May 2, 1998, from $4.7 million in the comparable prior
year period. The prior year included a favorable legal settlement in the amount
of $.7 million. Increases in professional fees, and the write-off of loan costs
related to debt that was replaced with a new credit facility, offset by a lower
bonus accrual also contributed to the increase.
INTEREST EXPENSE
Interest Expense decreased by $1.0 million to $3.0 million for the nine months
ended May 2, 1998 from $4.0 million in the comparable prior year period, due to
lower debt levels and an overall lower interest rate resulting from the
Company's new credit facility.
HISTORICAL AND PRO FORMA PROVISIONS FOR INCOME TAXES
Prior to November 25, 1997, the Company elected to be taxed as an S Corporation
and, as a result, the periods prior to November 25, 1997 do not reflect
historical income tax provisions. On November 25, 1997, the Company terminated
its S Corporation election in connection with its Initial Public Offering and
became a taxable C Corporation. In connection with this termination, the Company
recorded deferred tax assets and a credit income tax provision in the amount of
$3,200,000. Additionally, the Company has
10
<PAGE> 11
allocated its income for the nine months, ended May 2, 1998, between the
nontaxable S Corporation and the taxable C Corporation based on the number of
days in the 12 month period ended May 2, 1998, in which the Company was an S
Corporation and C Corporation respectively. The effect on the allocation was
that a portion of the income for the nine months ended May 2, 1998 was
attributable to the C Corporation with the remainder being attributable to the S
Corporation. The income attributable to the C Corporation resulted in a
historical tax provision of $4,720,000 for the nine months ended May 2, 1998,
which was partially offset by the recording of net deferred tax assets of
$3,200,000. The pro forma provision of the nine months ended May 3, 1997 and May
2,1998, gives effect to the application of incremental income taxes that would
have been reported had the Company's income been attributable for the C
Corporation of the entire nine month period. The historical and pro forma income
provision combined reflect and overall effective tax rate of 37% in both 1998
and 1997, before considering the effect of the one time credit income tax
provision of $3,200,000 in 1998 related to the initial recording of net deferred
tax assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations and growth through seasonal
borrowings under its bank line of credit, from internally generated funds, and
from other term debt. The Company's primary liquidity requirements are for
capital expenditures, working capital and debt service.
The Company's operating activities in the nine month period ended May 2, 1998,
used $41.6 million in cash. Cash used by operating activities included an
increase in accounts receivable and due from factor of $61.9 million and
inventory of $21.7 million, which was partially funded, by an increase of $12.8
million in accounts payable. The inventory build-up is necessary to meet the
peak selling season demand, which occurs in the later part of the quarter ended
April, and continues through June. The increase in accounts receivable reflects
the seasonal changes in sales volume. The capital expenditures for the nine
months totaled $24.3 million, and were funded partially by proceeds from the
initial public offering and the issuance of term debt. The capital expenditures
are part of the Company's plan to increase its manufacturing and product
distribution capacity and include production and distribution facilities in the
southwestern United States, a manufacturing facility in Mexico, and additional
manufacturing and distribution capacity in Alabama.
Currently, the Company maintains a $90 million revolving line of credit and a
maximum $36.4 million term debt facility with a consortium of lenders led by
NationsBank, N.A. ("NationsBank"). As a result of the seasonal nature of the
Company's business, the Company utilizes the revolving credit facility to build
up inventory levels during the first half of the Company's fiscal year. The
revolving credit facility is subject to certain borrowing base limitations,
which are related primarily to accounts receivable and inventory balances.
As of May 2, 1998, the outstanding balance under the revolving credit facility
amounted to $53.2 million, and $28.2 million was available to be borrowed at May
2, 1998, based upon the borrowing base. In November 1997, the Industrial
Development Authority of the County of Yuma, Arizona, issued $6.0 million
principal amount of Industrial Development Revenue Bonds, Series 1997. The
proceeds from which have been loaned to the Company for use in connection with
the development of the Company's manufacturing and distribution facilities in
Yuma County, Arizona.
The Company's debt agreements contain, among other things, certain restrictions
relating to net worth, capital expenditures, current ratio and debt service
ratio. The Company was in compliance with all covenants at May 2, 1998.
11
<PAGE> 12
The Company believes that cash flow from operations, together with the Company's
unused borrowing capacity under the credit facilities and proceeds from the
Company's Initial Public Offering, will be sufficient to fund the Company's debt
service requirements, capital expenditures and working capital needs through the
maturity date of the credit facilities.
FORWARD LOOKING STATEMENTS
The statements contained in this filing that are not purely historical are
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, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statement. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements.
Factors that could cause actual results to differ materially from those
projected include, among others, its customer concentration; seasonality;
cyclicality; fluctuation of price of raw materials; risk of business
interruption; dependence on key personnel; control by existing stockholders;
government regulation; and possible volatility of stock price. Prospective
purchasers of the Common Stock should consult the risk factors listed from time
to time in the Company's Reports on Form 10-Q, 8-K, 10-K, and Annual Reports to
Stockholders.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the three
months ended May 2, 1998.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MEADOWCRAFT, INC.
By /s/ Steven C. Braswell
Steven C. Braswell
Vice President of Finance,
Chief Financial Officer and Secretary
Date: June 1, 1998
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF MEADOWCRAFT, INC. FOR THE QUARTER ENDED MAY 2, 1998 AND IS
QUALIFED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> MAY-02-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 78,313
<ALLOWANCES> 0
<INVENTORY> 33,300
<CURRENT-ASSETS> 115,398
<PP&E> 84,131
<DEPRECIATION> (22,110)
<TOTAL-ASSETS> 178,115
<CURRENT-LIABILITIES> 84,445
<BONDS> 0
0
0
<COMMON> 197
<OTHER-SE> 44,615
<TOTAL-LIABILITY-AND-EQUITY> 178,115
<SALES> 81,840
<TOTAL-REVENUES> 81,840
<CGS> 52,849
<TOTAL-COSTS> 52,849
<OTHER-EXPENSES> 5,210
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,606
<INCOME-PRETAX> 22,175
<INCOME-TAX> 3,550
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,625
<EPS-PRIMARY> .95
<EPS-DILUTED> .94
</TABLE>
