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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 25, 1999
Commission File No. 0-22989
WHITE CAP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1380403
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3120 Airway Avenue
Costa Mesa, California 92626
(Address of principal executive offices)
(714) 850-0900
Registrant's telephone number, including area code
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 1/27/00
- ---------------------------- ----------------------
Common Stock, $.01 Par Value 10,765,136
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WHITE CAP INDUSTRIES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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PART I FINANCIAL INFORMATION
<S> <C> <C>
ITEM 1 Condensed Consolidated Financial Statements.......................................3
Condensed Consolidated Statements of Operations (Unaudited)
for the Three Months and Nine Months Ended
December 26, 1998 and December 25, 1999...........................................3
Condensed Consolidated Balance Sheets at March 27, 1999
and December 25, 1999 (unaudited).................................................4
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the Nine Months Ended December 26, 1998 and December 25, 1999.................5
Notes to Condensed Consolidated Financial Statements (Unaudited)..................7
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations...............................................9
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings................................................................15
ITEM 2 Changes in Securities............................................................15
ITEM 3 Defaults upon Senior Securities..................................................15
ITEM 4 Submission of Matters to a Vote of Security Holders..............................15
ITEM 5 Other Information................................................................15
ITEM 6 Exhibits and Reports on Form 8-K.................................................15
SIGNATURES .................................................................................16
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
WHITE CAP INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
December 26, December 25, December 26, December 25,
1998 1999 1998 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $73,813 $79,691 $221,851 $245,459
Cost of sales 49,003 53,429 149,040 164,988
-------- ------- -------- --------
Gross profit 24,810 26,262 72,811 80,471
Selling, general & administrative 19,701 20,586 55,915 61,198
-------- ------- -------- --------
Income from operations 5,109 5,676 16,896 19,273
Interest expense, net 954 1,097 2,798 3,149
-------- ------- -------- --------
Income before income taxes 4,155 4,579 14,098 16,124
Income tax provision 1,646 1,831 5,583 6,392
-------- ------- -------- --------
Net income $ 2,509 $ 2,748 $ 8,515 $ 9,732
======== ======= ======== ========
Basic income per share:
Income per share $ 0.24 $ 0.26 $ 0.80 $ 0.91
Basic weighted average shares
outstanding 10,672 10,761 10,642 10,738
Diluted income per share:
Income per share $ 0.23 $ 0.25 $ 0.76 $ 0.87
Diluted weighted average shares
outstanding 11,147 11,213 11,182 11,178
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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WHITE CAP INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
ASSETS
<TABLE>
<CAPTION>
March 27, December 25,
1999 1999
--------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,994 $ 932
Accounts receivable, net of allowance for doubtful accounts of $1,346
and $1,599 respectively 42,434 48,665
Inventories 48,940 51,734
Prepaid expenses and other 1,200 1,346
Deferred income taxes 2,553 2,553
-------- --------
97,121 105,230
-------- --------
PROPERTY AND EQUIPMENT, net 12,806 14,009
RENTAL EQUIPMENT, net 6,071 5,977
INTANGIBLE ASSETS, net 56,868 56,595
OTHER ASSETS 326 433
-------- --------
$173,192 $182,244
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 707 $ 784
Accounts payable 31,117 30,088
Accrued liabilities 7,328 6,545
-------- --------
39,152 37,417
-------- --------
LONG-TERM DEBT, net of current portion 52,965 54,737
-------- --------
DEFERRED INCOME TAXES 2,329 1,699
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series B Convertible Preferred Stock, $.10 par value:
Designated - 1,000 shares; issued and outstanding - 60 6 6
Common Stock, $.01 par value:
Authorized - 20,000 shares; issued and outstanding -
10,720 at March 27, 1999 and 10,765 at December 25, 1999 104 105
Additional paid-in capital 77,298 77,209
Retained earnings 1,338 11,071
-------- --------
78,746 88,391
-------- --------
$173,192 $182,244
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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WHITE CAP INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
December 26, December 25,
1998 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,515 $ 9,732
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation 2,096 2,616
Amortization 1,133 1,543
Gain on disposition of property and equipment (8) (22)
Changes in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable (8,766) (6,231)
Increase in inventories (11,115) (2,794)
Increase in prepaid expenses and other (342) (1,523)
Decrease in deferred tax asset 965 -
Increase (decrease) in accounts payable 5,046 (1,029)
Decrease in accrued expenses (594) (784)
Increase (decrease) in deferred tax liability 40 (630)
-------- --------
Net cash (used in) provided by operating activities (3,030) 878
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,583) (3,436)
Proceeds from sale of property and equipment 16 185
Acquisitions of businesses, net of $875 in cash acquired (29,995) -
-------- --------
Net cash used in investing activities (34,562) (3,251)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit agreement 38,100 2,000
Principal payments on notes payable (442) (601)
Proceeds from the exercise of stock options - 27
Common stock issued (cancelled) 157 (115)
-------- --------
Net cash provided by financing activities 37,815 1,311
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 223 (1,062)
CASH AND CASH EQUIVALENTS, beginning of period 1,720 1,994
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 1,943 $ 932
======== ========
</TABLE>
(continued on next page)
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WHITE CAP INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (unaudited) (cont.)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
December 26, December 25,
1998 1999
------------ ------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for -
Interest $ 2,392 $ 2,776
======== ========
Income taxes, net of refunds $ 2,960 $ 6,977
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DETAILS OF ACQUISITIONS:
Fair value of assets $ 37,638 $ -
Liabilities assumed (4,440) -
-------- --------
Acquisitions price 33,198 -
Less cash acquired (875) -
Less common stock issued for acquisition (2,328) -
-------- --------
Net cash paid for acquisitions $ 29,995 $ -
======== ========
NON CASH FINANCING ACTIVITIES:
Common stock issued for acquisition $ 2,328 $ -
======== ========
Common stock cancelled $ - $ 115
======== ========
Equipment acquired under capital lease obligations $ 384 $ 451
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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WHITE CAP INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (unaudited)
DECEMBER 25, 1999
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements presented herein are unaudited.
Accordingly, information and footnote disclosures normally prepared in
accordance with generally accepted accounting principles have been either
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. Although the registrant believes that all adjustments
necessary for a fair presentation (consisting of only normal recurring
adjustments) have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the most recent Form 10-K which was filed for the
year ended March 27, 1999.
2. RECENT ACQUISITIONS:
During 1998, the Company acquired the following businesses:
<TABLE>
<CAPTION>
BUSINESS ACQUIRED DATE ACQUIRED
----------------- -------------
<S> <C>
JEF Supply February 1, 1998
Sierra Supply April 1, 1998
CCS April 1, 1998
Charles R. Watts Co. May 1, 1998
Nyco May 1, 1998
Sun City December 14, 1998
</TABLE>
The acquisitions described above were accounted for as purchases and the
purchase prices were allocated based on management's estimate of the fair value
of the assets acquired and liabilities assumed with respect to each acquisition
at the dates of acquisition. Costs in excess of net assets acquired were
allocated to goodwill.
Had the acquisitions occurred at the beginning of the fiscal year of
acquisition, the unaudited and pro forma net sales, net income, diluted net
income per share and diluted weighted average number of common shares
outstanding would be as follows (in thousands, except net income per share
data):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- ---------------------------
December 26, December 25, December 26, December 25,
1998 1999 1998 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $74,818 $79,691 $228,260 $245,459
Net Income 2,383 2,748 8,101 9,732
Diluted net income per share $ 0.21 $ 0.25 $ 0.72 $ 0.87
Diluted weighted average
shares outstanding 11,147 11,213 11,182 11,178
</TABLE>
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3. EARNINGS PER SHARE:
The following is a reconciliation of the Company's weighted average shares
outstanding for the purpose of calculating basic and diluted earnings per share
for all periods presented (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------ ------------ ------------ ------------
December 26, December 25, December 26, December 25,
1998 1999 1998 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Basic weighted average shares 10,672 10,761 10,642 10,738
Effect of Dilutive Securities:
Options 475 452 540 440
------ ------ ------ ------
Diluted Weighted Average Shares 11,147 11,213 11,182 11,178
====== ====== ====== ======
</TABLE>
4. INCOME TAXES:
The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109. The statement
requires an asset and liability approach for financial accounting and reporting
of income taxes. Deferred taxes are determined based on the estimated future tax
effects of differences between the financial and tax basis of assets and
liabilities given the provisions of the enacted tax laws.
5. RECAPITALIZATION AND COMMITMENTS AND CONTINGENCIES:
On July 21, 1999, the Company entered into a Transaction Agreement ("Transaction
Agreement") with WC Recapitalization Corp. ("WCRC"), an affiliate of Leonard
Green & Partners, L.P. ("LGP"). The Transaction Agreement provides for a cash
merger, whereby all of the Company's outstanding common stock will be exchanged
for $16.50 per share, except that, Greg Grosch and certain other members of
management ("Management") will retain a portion of their stockholdings in the
surviving corporation. The remainder of Management's shares will be acquired at
the same price as all other shares acquired by WCRC. Subsequent to the purchase
of the above referenced shares and WCRC's merger into White Cap Industries, Inc.
("WCI"), LGP will own a controlling interest in WCI and Management will retain a
portion of their stockholdings in the surviving corporation equal to
approximately 16% of the total outstanding capital stock of WCI. The transaction
is valued at $240 million. The debt and equity financing necessary for the
transaction has been fully committed by LGP, through Green Equity Investors III,
L.L.P. and affiliates of Donaldson, Lufkin & Jenrette Securities Corporation.
Certain members of management will also enter into employment and stockholder
agreements with WCI. The transaction and its impact on the Company is more fully
described in the Company's amended proxy filing which was initially distributed
to stockholders on or about December 13, 1999.
The Company anticipates completing the transaction no later than March 31, 2000.
There can be no assurance that the transactions contemplated in the Transaction
Agreement will be consummated. If the Transaction Agreement is terminated, the
Company could be required under certain circumstances to pay WCRC expenses
associated with the transaction. The Company has incurred approximately $915,000
in fees related to the transaction through the quarter ended December 25, 1999.
The costs were capitalized and included in intangible assets, in the
accompanying balance sheet, pending completion of the transaction.
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In connection with the Transaction, three complaints (Anthony Casey v. White Cap
Industries, Inc., et al case number 17329-NC, Ruth Grenning v. Greg Grosch, et
al, case number 17331-NC and Tammy Newman v. White Cap Industries, Inc., et al
case number 17335-NC) were filed against the Company, members of its Board of
Directors and, in two cases, against Leonard Green and Partners in the Delaware
Court of Chancery, Newcastle County. A consolidated amended class action
complaint has been filed consolidating the three actions under the caption In re
White Cap Industries, Inc. Shareholders Litigation, case number 17329. The
amended complaint, filed on behalf of a purported class of the Company's
stockholders, generally alleges that the Transaction is unfair and inadequate to
the Company's stockholders and charges the defendants with breach of fiduciary
duties. The complaint generally requests injunctive relief to prevent the
consummation of the Transaction, and seeks other remedies in the event the
Transaction is completed. The defendants have moved to dismiss the amended
complaint.
There can be no assurance that the Company will successfully defend the
allegations included in the amended complaint. Regardless of whether the
Transaction is consummated or of the outcome of the lawsuit, the Company may
incur significant related expenses and costs that could have an adverse effect
on the Company's business and operations. Furthermore, the case could involve a
substantial diversion of the time of some members of management. Accordingly,
the Company is unable to estimate the impact of the outcome of any potential
liabilities associated with the amended complaint.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis of the Company's results of operations and
financial condition should be read in conjunction with the Company's unaudited
condensed consolidated financial statements and the notes thereto.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 25, 1999 COMPARED TO
THREE MONTHS ENDED DECEMBER 26, 1998
Net Sales Net sales for the three months ended December 25, 1999 ("third quarter
1999") increased $5.9 million, or 8.0%, to $79.7 million compared to $73.8
million for the three months ended December 26, 1998 ("third quarter 1998"). The
growth in net sales compared to the prior year was the result of a 6.3% increase
in same store sales, and the acquisition of Sun City.
Gross Profit Gross profit for the third quarter 1999 increased $1.5 million, or
5.9%, to $26.3 million compared to $24.8 million for the third quarter 1998. The
increase in gross profit was the result of increased net sales, offset in part
by lower gross profit margins. The gross profit margin for the third quarter of
1999 was 33.0% compared to 33.6% for the third quarter 1998. The lower gross
profit margin over the prior year is primarily due to a decrease in rental
margins.
Selling, General and Administrative Expense Selling, general and administrative
expense ("SG&A") increased $0.9 million or 4.5%, to $20.6 million for the third
quarter 1999 compared to $19.7 million for the third quarter 1998. As a percent
of sales, SG&A was 25.8% for the third quarter 1999 and 26.7% for the third
quarter 1998.
Selling expenses increased $0.1 million, or 0.7%, to $16.8 million for the third
quarter 1999 from $16.7 million for the third quarter 1998. Selling expenses
include increased commissions to the outside sales force due to the sales
growth, and increased transportation costs partially offset by a decrease in the
use of temporary personnel. Selling expenses as a percent of net sales for the
third quarter 1999 were 21.1% compared to 22.6% for the third quarter 1998.
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General and administrative expenses increased $0.8 million, or 26.7%, to $3.8
million for the third quarter 1999 from $3.0 million for the third quarter 1998.
The increase in general and administrative expenses is primarily due to
increased healthcare benefit costs for all employees, increased depreciation
expense related to investments in computer related equipment, increased goodwill
amortization related to the Sun City acquisition and increased legal costs
associated with the shareholder litigation. General and administrative expenses
as a percentage of net sales for the third quarter 1999 were 4.8%, as compared
to 4.1% for the third quarter 1998. Net of the effect of goodwill and covenant
not to compete amortization of $0.5 million in the third quarter 1999 and $0.4
million in the third quarter 1998, general and administrative expenses increased
26.9%.
Income from Operations Income from operations for the third quarter 1999
increased $0.5 million, or 10.5%, to $5.6 million compared to $5.1 million for
the third quarter 1998. The increase in operating income for the third quarter
1999 compared to the third quarter 1998 was primarily the result of the increase
in sales and the decrease in SG&A expenses as a percent of sales, offset, in
part, by the decrease in gross profit margin.
Interest Expense, net Interest expense, net of interest income was $1.1 million
in the third quarter 1999 compared to $1.0 million in the third quarter 1998.
Interest expense is the result of borrowings to fund acquisitions and to obtain
early payment discounts from vendors.
Net Income Net income for the third quarter 1999 was $2.7 million compared to
net income of $2.5 million for the third quarter 1998. This increase reflects
the cumulative effects of the increase in sales and the decrease in SG&A as a
percent of net sales, offset, in part, by the decrease in gross margin and an
increase in the income tax provision.
NINE MONTHS ENDED DECEMBER 25, 1999 COMPARED TO
NINE MONTHS ENDED DECEMBER 26, 1998
Net Sales Net sales for the nine months ended December 25, 1999 increased $23.6
million, or 10.6%, to $245.5 million compared to $221.9 million for the nine
months ended December 26, 1998. The growth in net sales compared to the prior
year was the result of a 5.9% increase in same store sales, the expansion of
product lines, three new branch openings, and the acquisitions of Watts, Nyco,
and Sun City.
Gross Profit Gross profit for the first nine months of 1999 increased $7.7
million, or 10.5%, to $80.5 million compared to $72.8 million for the first nine
months of 1998. The increase in gross profit was the result of increased net
sales. The gross profit margin for the nine months ended December 25, 1999 and
December 26, 1998 was 32.8%.
Selling, General and Administrative Expense Selling, general and administrative
expense ("SG&A") increased $5.3 million or 9.4%, to $61.2 million for the first
nine months of 1999 compared to $55.9 million for the first nine months of 1998.
As a percent of sales, SG&A was 24.9% for the first nine months of 1999 compared
to 25.2% for the first nine months of 1998.
Selling expenses increased $3.4 million, or 7.4%, to $50.4 million for the first
nine months of 1999 from $47.0 million for the first nine months of 1998. The
increase is due to the opening of three new branches, the expansion of two
branches, the remodeling of two branches, increased commissions to the outside
sales force due to the sales growth, and increased transportation costs. Selling
expenses as a percent of net sales for the first nine months of 1999 were 20.5%
compared to 21.2% for the first nine months of 1998.
General and administrative expenses increased $1.9 million, or 21.4%, to $10.8
million for the first nine months of 1999 from $8.9 million for the first nine
months of 1998. The increase in general and administrative expenses is primarily
due to increased healthcare benefit costs for all employees, increased
depreciation expense related to investments in computer related equipment,
increased goodwill amortization relating to the Watts, Nyco and Sun City
acquisitions and increased legal costs associated with the shareholder
litigation. General and administrative expenses as a percentage of net sales for
the first nine months of 1999 were 4.4% compared to 4.0% for the first nine
months of 1998. Net of the effect of goodwill and covenant not to compete
amortization of $1.4 million in the first nine months of 1999 and $1.1 million
in the first nine months of 1998, general and administrative expenses increased
20.5%.
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Income from Operations Income from operations for the first nine months of 1999
increased $2.3 million, or 13.9%, to $19.2 million compared to $16.9 million for
the first nine months of 1998. The increase in operating income for the first
nine months of 1999 compared to the first nine months of 1998 was primarily the
result of the increase in sales, offset in part by the increase in SG&A
expenses.
Interest Expense, net Interest expense, net of interest income, increased $0.4
million, or 12.5%, to $3.1 million in the first nine months of 1999 from $2.8
million in the first nine months of 1998. The increase in interest expense is
primarily the result of increased borrowings to fund acquisitions and to obtain
early payment discounts from vendors.
Net Income Net income for the first nine months of 1999 was $9.7 million
compared to net income of $8.5 million for the first nine months of 1998. This
increase reflects the cumulative effects of the increase in sales and the
decrease in SG&A as a percent of net sales, offset in part by the increases
interest expense and income taxes.
FINANCIAL CONDITION
Working Capital Operating working capital increased $11.0 million for the nine
months ended December 25, 1999. The change in operating working capital was
primarily the result of increases in accounts receivable of $6.2 million,
inventories of $2.8 million, prepaid expenses and other of $0.1 million, and
decreases in accounts payable of $1.0 million and accrued liabilities of $0.8
million. The change in operating working capital excludes changes in cash and
cash equivalents and current maturities of long-term debt.
Cash Flow The Company generated approximately $0.9 million of net cash from
operating activities for the nine months ended December 25, 1999. Net cash used
in investing activities was approximately $3.3 million primarily for additions
to property and equipment. Financing activities during the first nine months of
1999 provided net cash of $1.3 million, including $2.0 million borrowed under
the Credit Facility.
Liquidity and Capital Resources The Company had cash of $0.9 million and working
capital of $67.8 million at December 25, 1999. The Company's capitalization,
defined as the sum of long-term debt and stockholders' equity, was approximately
$143.9 million at December 25, 1999.
The Company's primary capital needs have been to fund the working capital
requirements necessitated by its sales growth, acquisitions, facility and
product line expansions. The Company's primary sources of financing have been
cash from net income and bank borrowings under the Company's revolving and term
credit facility (the "Credit Facility").
The Company anticipates that its current cash on hand, cash flow from operations
and additional financing available under the Credit Facility will be sufficient
to meet the Company's liquidity requirements for its operations through the
fiscal year ended March 24, 2001. However, the Company is currently, and intends
to continue, pursuing additional acquisitions, which are expected to be funded
through a combination of cash and common stock. There can be no assurances that
additional sources of financing will not be required during the next twelve
months or thereafter to fund the Company's acquisition program. Accordingly, the
Company continuously evaluates its financing capabilities based on changing
market conditions and opportunities.
The Company's business is subject to seasonal influences. The Company's
historical revenues and profitability have been lower in the last two quarters
of its fiscal year. As the Company's mix of businesses evolves through future
acquisitions, those seasonal fluctuations may change. In addition, quarterly
results also may be materially affected by the timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by the Company for the products it sells, the mix of products sold,
and general or regional economic conditions. Therefore, results for any quarter
are not necessarily indicative of the results that the Company may achieve for
any subsequent fiscal quarter or for a full fiscal year.
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<PAGE> 12
In October, 1997 the Company entered into a Credit Facility with available
borrowings of up to $100 million (including a $75 million delayed draw term
facility for acquisitions and a $25 million revolving credit facility). The
Credit Facility expires October 29, 2001, and has a one year option to extend
through October 2002. Interest on the amounts borrowed may be paid at the option
of the Company at a rate per annum equal to the lead bank's prime or reference
rate or LIBOR rate plus margins, in each case based upon the Company's ratio of
total debt to operating cash flow. The Credit Facility contains certain
restrictive covenants limiting mergers, use of proceeds, indebtedness, liens,
investments, sale of assets and acquisitions. The Credit Facility also contains
financial covenants which require the Company to maintain a minimum net worth,
leverage ratio, fixed charge coverage ratio and asset coverage ratio. At
December 25, 1999, the Company had approximately $47.6 million available under
the aforementioned facility.
On July 21, 1999, the Company entered into a Transaction Agreement
(the"Transaction Agreement") with WC Recapitalization Corp. ("WCRC"), an
affiliate of Leonard Green & Partners, L.P. ("LGP"). The Transaction Agreement
provides for a cash merger, whereby all of the Company's outstanding common
stock will be exchanged for $16.50 per share, except that, Greg Grosch and
certain other members of management ("Management") will retain a portion of
their stockholdings in the surviving corporation. The remainder of Management's
shares will be acquired at the same price as all other shares acquired by WCRC.
Subsequent to the purchase of the above referenced shares and WCRC's merger into
White Cap Industries, Inc. ("WCI"), LGP will own a controlling interest in WCI
and Management will retain a portion of their stockholdings in the surviving
corporation equal to approximately 16% of the total outstanding capital stock of
WCI. The transaction is valued at $240 million. The debt and equity financing
necessary for the transaction has been fully committed by LGP, through Green
Equity Investors III, L.L.P. and affiliates of Donaldson, Lufkin & Jenrette
Securities Corporation. Certain members of management will also enter into
employment and stockholder agreements with WCI. The transaction and its impact
on the Company is more fully described in the Company's amended proxy filing.
The Company anticipates completing the transaction no later than March 31, 2000.
There can be no assurance that the transactions contemplated in the Transaction
Agreement will be consummated. If the Transaction Agreement is terminated, the
Company could be required under certain circumstances to pay WCRC expenses
associated with the transaction. The Company has incurred approximately $915,000
in fees related to the transaction through the quarter ended December 25, 1999.
The costs were capitalized and included in intangible assets, in the
accompanying balance sheet, pending completion of the transaction.
Year 2000 Compliance
The Company completed a Year 2000 assessment of its central operating and
accounting systems. This assessment resulted in the identification of certain
modifications which were necessary to bring these systems into year 2000
compliance. These modifications have been made and were complete prior to the
third quarter ended December 25, 1999. An assessment of the Company's one remote
operating system was also complete prior to the end of the third quarter ended
December 25, 1999. Through February 8, 2000, the Company's total costs related
to the Year 2000 Issue was approximately $0.4 million.
The Company believes its planning efforts are adequate to address the Year 2000
Issue and that its greater risks in this area are primarily those that it cannot
directly control, including the readiness of its major suppliers, customers and
service providers. Failure on the part of any of these entities to timely
remediate their Year 2000 Issues could result in disruptions to the Company's
supply of materials, disruptions in its customers' ability to conduct business
and interruptions to the Company's daily operations. Management believes that
its exposure to third party risk may be minimized to some extent because it does
not rely significantly on any one supplier or customer. Through February 8,
2000, the Company's major suppliers, customers and service providers have not
reported any significant year 2000 compliance problems. However, because the
Company's continued year 2000 compliance in calendar 2000 is in part dependent
on the continued year 2000 compliance of third parties, there can be no
assurance that the Company's efforts alone have resolved all Year 2000 Issues or
that major suppliers, customers and service providers will not experience year
2000 compliance failures as calendar year 2000 progresses.
Through February 8, 2000 the Company has not experienced any problems related to
the Year 2000 Issue which have materially impacted the Company's operations or
operating results.
-12-
<PAGE> 13
Impact of Inflation and Changing Prices
Although the Company cannot accurately determine the precise effect of inflation
on its operations, it does not believe inflation has had a material effect on
sales or results of operations.
FORWARD-LOOKING STATEMENTS -- Under the Private Securities Litigation Act of
1995
Certain statements in this quarterly report are forward-looking statements.
These statements are subject to various risks and uncertainties, many of which
are outside the control of the Company, including the level of market demand for
the Company's products, competitive pressures, the ability to achieve reductions
in operating costs and management's ability to continue to integrate
acquisitions, dependence on systems, environmental matters and other specific
factors discussed in the Company's Form 10-K for the fiscal year ended March 27,
1999, and other Securities and Exchange Commission filings. The information
contained herein represents management's best judgment as of the date hereof
based on information currently available; however, the Company does not intend
to update this information to reflect developments or information obtained after
the date hereof and disclaims any legal obligation to the contrary.
-13-
<PAGE> 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks related to fluctuations in interest rates
on long-term and short-term debt. Currently, the Company does not utilize
interest rate swaps, forward or option contracts on foreign currencies or
commodities, or other types of derivative financial instruments. The purpose of
the following analysis is to provide a framework to understand the Company's
sensitivity to hypothetical changes in interest rates as of December 25, 1999.
You should be aware that many of the statements contained in this section are
forward looking and should be read in conjunction with the Company's disclosures
under the heading "Forward-Looking Statements." The Company utilizes debt
financing primarily for the purpose of strategic acquisitions. Historically, the
Company has borrowed under its revolving credit and term debt facilities to fund
these acquisitions. Borrowings under these facilities are at variable rates.
The Company also has fixed rate debt in the form of capital leases. For fixed
rate debt, changes in interest rates generally affect the fair market value of
the debt, but not earnings or cash flows. Conversely, for variable rate debt,
changes in interest rates generally do not influence the fair market value of
the debt, but do affect future earnings and cash flows. Holding the variable
rate debt balance constant, each one percentage point increase in interest rates
occurring on the first day of the year would result in an increase in interest
expense for the coming year of approximately $524,000.
The table below details the principal amount and the average interest rates for
debt for each category based upon the expected maturity dates. The carrying
value of the variable rate senior loan and security agreement approximates fair
value due to the frequency of repricing of this debt. Fixed rate debt consists
of capital leases with interest rates that approximate current market rates with
similar terms and maturities, and as a result, their carrying amounts
approximate fair value.
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE
------------------------------------------------------------------------- FAIR
2000 2001 2002 2003 2004 THEREAFTER TOTAL VALUE
------- ------- ------- ------- ------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate notes payable $ 784 $ 625 $ 453 $ 426 $ 457 $ 376 $ 3,121 $ 3,121
Average interest rate 8.05% 8.35% 8.35% 8.25% 8.25% 8.25%
Variable rate senior loan and
security agreement - - - 52,400 - - 52,400 52,400
Average interest rate (1)
</TABLE>
- ----------
(1) Based on LIBOR contracts purchased and lead bank's prime or reference rate
as of December 25, 1999, which ranged in interest rates from 5.9% to 8.5%.
The Company does not believe that the future market rate risks related to the
above securities will have a material adverse impact on our financial position,
results of operations or liquidity.
-14-
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In connection with the Transaction, three complaints (Anthony Casey v. White Cap
Industries, Inc., et al case number 17329-NC, Ruth Grenning v. Greg Grosch, et
al, case number 17331-NC and Tammy Newman v. White Cap Industries, Inc., et al
case number 17335-NC) were filed against the Company, members of its Board of
Directors and, in two cases, against Leonard Green and Partners in the Delaware
Court of Chancery, Newcastle County. A consolidated amended class action
complaint has been filed consolidating the three actions under the caption In re
White Cap Industries, Inc. Shareholders Litigation, case number 17329. The
amended complaint, filed on behalf of a purported class of the Company's
stockholders, generally alleges that the Transaction is unfair and inadequate to
the Company's stockholders and charges the defendants with breach of fiduciary
duties. The complaint generally requests injunctive relief to prevent the
consummation of the Transaction, and seeks other remedies in the event the
Transaction is completed. The defendants have moved to dismiss the amended
complaint.
There can be no assurance that the Company will successfully defend the
allegations included in the amended complaint. Regardless of whether the
Transaction is consummated or of the outcome of the lawsuit, the Company may
incur significant related expenses and costs that could have an adverse effect
on the Company's business and operations. Furthermore, the case could involve a
substantial diversion of the time of some members of management. Accordingly,
the Company is unable to estimate the impact of the outcome of any potential
liabilities associated with the amended complaint.
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 INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27.0 Financial Data Schedule
-15-
<PAGE> 16
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.
WHITE CAP INDUSTRIES, INC.
February 8, 2000 /s/ GREG GROSCH
--------------------------------------
Greg Grosch
President/Chief Executive Officer
February 8, 2000 /s/ CHRIS LANE
--------------------------------------
Chris Lane
Chief Financial Officer
-16-
<PAGE> 17
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- ------------------- -------------- -------------
<S> <C>
27.0 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> MAR-25-2000 MAR-25-2000
<PERIOD-START> MAR-28-1999 SEP-26-1999
<PERIOD-END> DEC-25-1999 DEC-25-1999
<CASH> 932 932
<SECURITIES> 0 0
<RECEIVABLES> 50,264 50,264
<ALLOWANCES> 1,599 1,599
<INVENTORY> 51,734 51,734
<CURRENT-ASSETS> 105,230 105,230
<PP&E> 33,908 33,908
<DEPRECIATION> 13,922 13,922
<TOTAL-ASSETS> 182,244 182,244
<CURRENT-LIABILITIES> 37,417 37,417
<BONDS> 0 0
0 0
6 6
<COMMON> 105 105
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 182,244 182,244
<SALES> 245,459 79,691
<TOTAL-REVENUES> 245,459 79,691
<CGS> 164,988 53,429
<TOTAL-COSTS> 61,198 20,586
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,149 1,097
<INCOME-PRETAX> 16,124 4,579
<INCOME-TAX> 6,392 1,831
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,732 2,748
<EPS-BASIC> 0.91 0.26
<EPS-DILUTED> 0.87 0.25
</TABLE>
