<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 1999
(Mark One) 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: 001-13635
---------
MEADOWCRAFT, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 63-0891252
- ---------------------------------------------------------------- -----------------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
4700 Pinson Valley Parkway
Birmingham, Alabama 35215 (205) 853-2220
- ----------------------------------------------------- -----------------------------------------------------
(Address of principal executive office) (Registrant's telephone number, including area code)
</TABLE>
Indicate by check mark whether Registrant (1) has filled out 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 March 5, 1999, 19,708,750 shares of the Registrant's Common Stock. $.01
par value, were issued and outstanding.
================================================================================
<PAGE> 2
MEADOWCRAFT, INC. AND SUBSIDIARIES
FORM 10-Q
January 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of July 31, 1998, January 31, 1998 and
January 31, 1999 3
Unaudited Condensed Consolidated Statements of Income for the Thirteen Weeks and Six Months
Ended January 31, 1998 and 1999 4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months
Ended January 31, 1998 and 1999 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
July 31, January 31,
------------- ---------------------------------
1998 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Due from factor $ 14,686,000 $ 20,994,000 $ 15,466,000
Accounts receivable 6,810,000 12,789,000 7,860,000
Inventories 21,599,000 43,126,000 46,739,000
Prepaid expenses and other 359,000 687,000 398,000
Deferred income taxes 4,334,000 3,200,000 4,496,000
Income taxes receivable 0 0 1,961,000
------------- ------------- -------------
Total Current Assets 47,788,000 80,796,000 76,920,000
------------- ------------- -------------
Property, plant and equipment 84,429,000 81,146,000 85,547,000
Less accumulated depreciation (23,039,000) (20,380,000) (26,221,000)
------------- ------------- -------------
NET PROPERTY, PLANT AND EQUIPMENT 61,390,000 60,766,000 59,326,000
------------- ------------- -------------
OTHER ASSETS 973,000 712,000 927,000
------------- ------------- -------------
$ 110,151,000 $ 142,274,000 $ 137,173,000
============= ============= =============
LIABILITIES AND
- ----------------
STOCKHOLDERS' EQUITY
- --------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,990,000 $ 2,142,000 $ 2,990,000
Notes payable 14,024,000 31,226,000 26,886,000
Accounts payable 2,400,000 24,637,000 21,991,000
Accrued expenses and warranty 6,594,000 8,471,000 9,831,000
Income taxes payable 2,799,000 610,000 0
------------- ------------- -------------
Total Current Liabilities 28,807,000 67,086,000 61,698,000
------------- ------------- -------------
LONG-TERM DEBT 26,513,000 26,959,000 25,218,000
------------- ------------- -------------
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 30,000,000 shares
authorized, 19,708,750 issued and outstanding at
July 31, 1998 and January 31, 1999 197,000 197,000 197,000
Additional paid-in capital 44,614,000 44,662,000 44,614,000
Retained earnings 10,020,000 3,370,000 5,446,000
------------- ------------- -------------
54,831,000 48,229,000 50,257,000
------------- ------------- -------------
$ 110,151,000 $ 142,274,000 $ 137,173,000
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
<PAGE> 4
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
Thirteen Weeks Ended Six Months Ended
January 31, January 31,
------------------------------- -------------------------------
1998 1999 1998 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 28,546,000 $ 22,646,000 $ 35,462,000 $ 30,973,000
Cost of Sales 19,754,000 17,942,000 26,502,000 28,356,000
------------ ------------ ------------ ------------
Gross Profit 8,792,000 4,704,000 8,960,000 2,617,000
------------ ------------ ------------ ------------
Operating Expenses:
Selling 1,643,000 1,656,000 2,622,000 2,607,000
General and administrative 2,006,000 2,710,000 3,559,000 4,480,000
------------ ------------ ------------ ------------
3,649,000 4,366,000 6,181,000 7,087,000
------------ ------------ ------------ ------------
Operating Income 5,143,000 338,000 2,779,000 (4,470,000)
Interest Expense 893,000 1,031,000 1,383,000 1,712,000
------------ ------------ ------------ ------------
Income (loss) before provision for
income taxes - historical 4,250,000 (693,000) 1,396,000 (6,182,000)
Credit for income taxes (2,030,000) (251,000) (2,030,000) (2,293,000)
------------ ------------ ------------ ------------
Net income (loss) - historical $ 6,280,000 $ (442,000) $ 3,426,000 $ (3,889,000)
============ ============ ============ ============
Pro Forma Presentation:
Net income (loss) - historical $ 6,280,000 $ (442,000) $ 3,426,000 $ (3,889,000)
Pro forma (credit) for income taxes 412,000 0 (650,000) 0
------------ ------------ ------------ ------------
Pro forma net income (loss) $ 5,868,000 $ (442,000) $ 4,076,000 $ (3,889,000)
============ ============ ============ ============
Pro forma net income (loss)
excluding benefit related to change
in tax status $ 2,668,000 $ (442,000) $ 874,000 $ (3,889,000)
============ ============ ============ ============
Earnings (loss) per share:
Basic and diluted - historical $ 0.34 $ (0.02) $ 0.20 $ (0.20)
============ ============ ============ ============
Basic and diluted - pro forma $ 0.31 $ (0.02) $ 0.24 $ (0.20)
============ ============ ============ ============
Basic and diluted excluding benefit
related to change in tax status $ 0.14 $ (0.02) $ 0.05 $ (0.20)
============ ============ ============ ============
Weighted average shares outstanding 18,662,378 19,708,750 17,331,189 19,708,750
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
<PAGE> 5
MEADOWCRAFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
January 31,
-------------------------------
1998 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,426,000 $ (3,889,000)
------------ ------------
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 2,680,000 3,416,000
Credit for deferred income taxes (3,200,000) (162,000)
Changes in assets and liabilities:
Due from factor (10,236,000) (780,000)
Accounts receivable (7,089,000) (1,050,000)
Inventories (31,536,000) (25,140,000)
Prepaid expenses and other (394,000) (39,000)
Other assets 144,000 46,000
Accounts payable 21,790,000 19,591,000
Accrued expenses and warranty 1,558,000 3,237,000
Income taxes payable/receivable 610,000 (4,760,000)
------------ ------------
Total adjustments (25,673,000) (5,641,000)
------------ ------------
Net cash provided used in operating activities (22,247,000) (9,530,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (21,277,000) (1,352,000)
------------ ------------
Net cash used in investing activities (21,277,000) (1,352,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Initial Public Offering 44,358,000 0
Net borrowings on notes payable 21,000,000 12,862,000
Proceeds from issuance of long-term debt 12,000,000 0
Principal payments of long-term debt (841,000) (1,295,000)
Payment of loan costs (293,000) 0
Payment of S corporation distributions (32,700,000) (685,000)
------------ ------------
Net cash provided by financing activities 43,524,000 10,882,000
------------ ------------
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 $ 1,383,000 $ 1,748,000
============ ============
Cash paid during the period for income taxes $ 0 $ 2,629,000
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
<PAGE> 6
MEADOWCRAFT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying unaudited interim financial statements of Meadowcraft, Inc. and
Subsidiaries, ("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 Annual Report on
form 10-K for the year ended July 31, 1998 as filed with the Securities and
Exchange Commission.
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 fiscal 1999 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 borrowings and
cash flow from operations to finance this production.
Principles of Consolidation
The unaudited interim consolidated financial statements include the accounts and
transactions of the Company and its wholly owned subsidiaries, Meadowcraft De
Mexico, S.A. De C.V. and Meadowcraft (UK) Limited. All significant intercompany
accounts and transactions have been eliminated in consolidation.
New Accounting Standards and Statements
In June 1997, the Financial Accounting Standards Board ("FSAB") issued Statement
of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments
of an Enterprise and Related Information." SFAS No. 131, which supersedes SFAS
Nos. 14, 18, 24 and 30, establishes new standards for segment reporting using
the "management approach" in which reportable segments are based on the same
criteria on which management disaggregates a business for making operation
decisions and assessing performance. The new rule becomes effective in fiscal
1999 and is not expected to have a significant impact on the Company's financial
reporting.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132, which supersedes SFAS
Nos. 87, 88 and 106, standardizes the disclosure requirements for pensions and
other postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain disclosures that
are no longer useful as they were when SFAS Nos. 87, 88 and 106 were issued. The
Company will adopt the new rules in fiscal 1999. The new rule is not expected to
have a significant impact on the Company's financial reporting.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments including certain derivative instruments
embedded in other contracts and for hedging activities. This statement is
effective for fiscal years beginning after June 15, 1999. The new rules are not
expected to have a material effect on the Company's results of operations.
<PAGE> 7
2. INITIAL PUBLIC OFFERING
On November 25, 1997, the Company completed an 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 net proceeds from the Offering and the over allotment option were
$44,311,787, net of an underwriting discount of $3,374,963 and expenses of
approximately $527,000. 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 made an additional S Corporation distribution in the
amount of $16,334,000 in fiscal 1998. In fiscal 1999, the Company distributed
$686,435, representing the final 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).
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, January 31,
----------- ---------------------------
1998 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Raw materials and purchased parts $11,533,000 $12,633,000 $17,203,000
Work-in-process 1,075,000 1,489,000 1,748,000
Finished goods 8,991,000 29,004,000 27,788,000
----------- ----------- -----------
$21,599,000 $43,126,000 $46,739,000
=========== =========== ===========
</TABLE>
4. EARNINGS PER SHARE
The Company's basic and diluted earnings per share calculations resulted in the
same weighted average shares outstanding as the Company's 403,587 stock options
were not considered as their effect would be antidilutive.
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Thirteen weeks ended January 31, 1999 compared to thirteen weeks ended January
31, 1998.
NET SALES
Net sales declined $5.9 million or 21% to $22.6 million for the thirteen weeks
ended January 31, 1999, from $28.5 million in the comparable period in the prior
year. The decrease was due primarily to Plantation Patterns products, which were
lower than the prior year due to difficulty in factoring receivables of several
mass market customers.
GROSS PROFIT
Gross profit for the thirteen weeks ended January 31, 1999 declined $4.1 million
to $4.7 million from $8.8 million in the comparable period in the prior year.
The decline in margins was due in part to higher production costs caused by
lower production volumes and lower sales volume versus the prior year.
SELLING EXPENSE
Selling expense, which includes commissions, advertising and promotional
expenses remained flat compared to the prior year at $1.6 million.
GENERAL AND ADMINISTRATIVE
General and administrative expense, which includes corporate salaries, employee
benefits and professional fees, increased $0.7 million to $2.7 million for the
thirteen weeks ended January 31, 1999 from $2.0 million for the comparable
period in the prior year. The increase was due to higher professional fees
incurred in connection with merger negotiations with a large New York Stock
Exchange company that were terminated during the quarter.
INTEREST EXPENSE
Interest expense, which includes factor fees, increased by $.1 million to $1.0
million for the thirteen weeks ended January 31, 1999, from $.9 million in the
comparable period in the prior year. In the prior year $.1 million interest
expense was capitalized in conjunction with the facility expansion projects
which were underway in both Arizona and Alabama.
HISTORICAL AND PRO FORMA PROVISION (CREDIT) 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 the offering and became a taxable
C Corporation. In conjunction with the conversion from an S Corporation to a C
Corporation, the Company recorded a $3.2 million net deferred tax asset. The pro
forma credit for income taxes gives effect to the application of income taxes
that would have been reported had the Company been a C Corporation subject to
federal and state income taxes. The income tax credit for the thirteen weeks
ended January 31, 1999 amounted to $.3 million. The pro forma income tax
provision reflects an overall effective tax rate of 37.2% in 1999 and 1998,
before considering the effect of the one time credit income tax provision of
$3.2 million in fiscal 1998 related to the initial recording of the net deferred
tax asset.
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Six months ended January 31, 1999 compared to six months ended January 31, 1998.
NET SALES
Net sales decreased $4.5 million or 12.7% to $31.0 million for the six months
ended January 31, 1999 from $35.5 million in the comparable prior year period.
The decline was due to Plantation Patterns products, which were lower than the
prior year resulting from difficulty in factoring receivables of several mass
market customers.
GROSS PROFIT
Gross profit for the six months ended January 31, 1999, declined $6.3 million to
$2.6 million from $8.9 million in the comparable period in the prior year. The
decline in margins in the first six months of 1999 versus 1998 was caused by
lower production volumes and lower sales volumes versus the prior year.
SELLING
Selling expense remained flat at $2.6 million for the six month period ended
January 31, 1999 and the comparable period in the prior year. Slight decreases
in show, sample, and travel and entertainment expense were offset by higher
commission expense.
GENERAL AND ADMINISTRATIVE
General and administrative expense increased $.9 million to $4.5 million for the
six month period ended January 31, 1999 from $3.6 million for the comparable
period in the prior year. The increase was due primarily to higher professional
fees incurred during the second quarter resulting from merger negotiations with
a large New York Stock Exchange company that were terminated during the quarter.
INTEREST EXPENSE
Interest expense increased by $.3 million to $1.7 million for the six months
ended January 31, 1999, from $1.4 million in the comparable period in the prior
year due to higher debt levels resulting from the additional production capacity
which was funded with term debt.
HISTORICAL AND PRO FORMA PROVISION (CREDIT) 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 the offering and became a taxable
C Corporation. In conjunction with this conversion from an S Corporation to a C
Corporation, the Company recorded a $3.2 million net deferred tax asset. The pro
forma credit for income taxes gives effect to the application of income taxes
that would have been reported had the Company been a C Corporation subject to
federal and state income taxes. The income tax credit for the six months ended
January 31, 1999 amounted to $2.3 million. The pro forma net income excluding
the tax benefit related to a change in tax status reflects an overall effective
tax rate of 37.2% in 1999 and 1998, before considering the effect of the one
time credit income tax provision of $3.2 million in fiscal 1998 related to the
initial recording of the net deferred tax asset.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations and growth from 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 six month period ended January 31,
1999 used cash of $9.5 million. Cash used by operations reflects a net loss of
$3.9 million, an increase in inventory of $25.1 million, which was partially
<PAGE> 10
funded by an increase in accounts payable of $19.6 million. This inventory
build-up is necessary to meet the peak selling season, which starts in the
second quarter, continues through the third quarter, and into the fourth
quarter.
Currently, the Company maintains a $90 million revolving line of credit (the
"Revolving Credit Facility") and term debt facilities (the "Term Debt
Facilities" and, together with the Revolving Credit Facility, the "Credit
Facilities") 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, and
compliance with customary financial and other covenants. As of January 31, 1999,
the outstanding balance under the Revolving Credit Facility amounted to $26.9
million, and $13.7 million was available to be borrowed at January 31, 1999,
based upon the borrowing base.
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 January 31, 1999.
The Company believes that cash flow from operations, together with the Company's
unused borrowing capacity under the Credit Facilities 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.
YEAR 2000
The Company has initiated actions to address the year 2000 issue. It is expected
that compliance work will be substantially completed by the end of the Company's
third fiscal 1999 quarter. Total costs associated with these efforts, which are
being expensed as incurred, have not had, and are not expected to have, a
material impact on the Company's financial results.
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; shares
eligible for future sale; dilution; 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.
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in routine litigation. In the
opinion of management, no such routine litigation in which the Company is
presently involved is material to its financial position, results of operations,
or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Registrant held its Annual Meeting of Shareholders on December 4,
1998.
(b) Not applicable
(c) The only matters voted on at the Annual Meeting of Shareholders were
the election of Directors and the ratification of the appointment of
Arthur Andersen LLP as independent auditors. The tabulation of votes is
as follows:
<TABLE>
<CAPTION>
Broker
Name For Withheld Non-Votes
---------------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C>
Samuel R. Blount 18,459,948 7,145 0
William J. McCanna 18,461,378 5,715 0
T. Morris Hackney 18,461,378 5,715 0
James M. Scott 18,461,378 5,715 0
Reese H. McKinney, Jr. 18,461,378 5,715 0
</TABLE>
<TABLE>
<CAPTION>
Auditors For Against Abstain
---------------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C>
Arthur Andersen LLP 15,253,388 2,000 7,415
</TABLE>
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule B
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the three months ended
January 31, 1999.
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: March 9, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF MEADOWCRAFT, INC. FOR THE QUARTER ENDED JANUARY 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JAN-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 23,326
<ALLOWANCES> 0
<INVENTORY> 46,739
<CURRENT-ASSETS> 76,920
<PP&E> 85,547
<DEPRECIATION> 26,221
<TOTAL-ASSETS> 137,173
<CURRENT-LIABILITIES> 61,698
<BONDS> 0
0
0
<COMMON> 197
<OTHER-SE> 50,060
<TOTAL-LIABILITY-AND-EQUITY> 137,173
<SALES> 30,973
<TOTAL-REVENUES> 30,973
<CGS> 28,356
<TOTAL-COSTS> 28,356
<OTHER-EXPENSES> 7,087
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,712
<INCOME-PRETAX> (6,182)
<INCOME-TAX> (2,293)
<INCOME-CONTINUING> (3,889)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,889)
<EPS-PRIMARY> (.20)<F1>
<EPS-DILUTED> (.20)<F1>
<FN>
<F1>THE EARNINGS PER SHARE ("EPS") INFORMATION HAS BEEN PREPARED IN ACCORDANCE WITH
STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 128, EARNINGS PER SHARE. AS
SUCH, BASIC EPS AND DILUTED EPS HAVE BEEN ENTERED IN PLACE OF PRIMARY AND FULLY
DILUTED, RESPECTIVELY.
</FN>
</TABLE>
