<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
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 April 30, 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 0-23789
-------
FLOUR CITY INTERNATIONAL, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Nevada 62-1709152
------ ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
915 Riverview Drive, Suite One, Johnson City, TN 37620
------------------------------------------------------
(Address of principal executive offices, zip code)
(423) 928-2724
---------------
(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 No X
--- ---
Common stock 6,124,539 shares outstanding at June 1, 1998
---------------------------------------------------------
1
<PAGE> 2
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
INDEX
- -------------------------------------------------------------------------------
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statement of Income 3
Condensed Consolidated Balance Sheet 4
Condensed Consolidated Statement of Cash Flows 5
Notes to the Condensed Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-12
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 13
Item 5. Other Information
Pro Forma Balance Sheet 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in thousands except per share amounts) (unaudited)
Three Months Ended Six Months Ended
April 30 April 30
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 6,930 $ 8,956 $ 13,391 $ 12,673
Cost of revenues (4,569) (5,053) (7,910) (7,359)
-------- -------- -------- --------
Gross profit 2,361 3,903 5,481 5,314
Selling, general and administrative expenses (1,573) (1,639) (2,953) (2,599)
Non-cash stock compensation expense (18) (18) (35) (23)
Amortization of negative goodwill 109 110 218 146
-------- -------- -------- --------
Operating profit 879 2,356 2,711 2,838
Other income and expense:
Interest income 55 22 63 22
Interest expense (5) (4) (22) (12)
Equity in income (loss) of unconsolidated affiliates 3 -- (65) --
Foreign exchanges gain (loss) 517 13 (357) --
Other income (expense) (13) 58 201 92
-------- -------- -------- --------
Income before income taxes and minority interests 1,436 2,445 2,531 2,940
Income taxes (103) (535) (389) (685)
Minority interest in income of consolidated subsidiaries -- -- -- 6
-------- -------- -------- --------
Net income $ 1,333 $ 1,910 $ 2,142 $ 2,261
======== ======== ======== ========
Earnings per common share (basic) $ 0.35 $ 0.48 $ 0.55 $ 0.57
Earnings per common share (diluted) $ 0.31 $ 0.44 $ 0.50 $ 0.52
======== ======== ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
<PAGE> 4
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
April 30, 1998 October 31, 1997
-------------- ----------------
(unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents $ 133 $ 342
Restricted cash 2,539 3,046
Accounts receivable, net (note 2) 10,016 13,402
Claims receivable 3,790 --
Costs and estimated earnings in excess of
billings on uncompleted contracts 286 774
Notes receivable 1,395 1,395
Deferred income taxes 496 697
Other current assets 609 444
-------- --------
Total current assets 19,264 20,100
Property, plant and equipment, net 501 455
Receivable from joint ventures 452 177
Investment in joint ventures 193 193
Other assets 217 158
-------- --------
Total assets $ 20,627 $ 21,083
======== ========
Liabilities and stockholders' equity
Accounts payable $ 2,178 $ 3,262
Bank borrowings 388 463
Accrued expenses 750 770
Billings in excess of cost and estimated earnings
on uncompleted contacts 5,008 5,857
Advance from shareholders and directors 44 148
Income taxes payable 388 507
Joint venture corporation capital contribution payable 28 297
Other current liabilities 90 285
-------- --------
Total current liabilities 8,874 11,589
Negative goodwill 1,603 1,821
Commitments and contingencies (note 3)
Stockholders' equity:
Preferred stock par value $.0001; authorized 5,000,000
shares; issued and outstanding -0- shares -- --
Common stock par value $.0001; authorized 50,000,000
shares; issued and outstanding 4,252,380 and
30,516,667 shares at April 30, 1998 and
October 31, 1997 (notes 4 and 5) 1 3
Additional paid-in capital (notes 4 and 5) 343 529
Retained earnings 8,966 6,824
Unearned compensation (252) (287)
Deferred foreign currency translation adjustment 1,092 792
Stock subscription receivable -- (188)
-------- --------
Stockholders' equity 10,150 7,673
-------- --------
Total liabilities and stockholders' equity $ 20,627 $ 21,083
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE> 5
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands) (unaudited)
Six Months Ended April 30,
-------------------------
1998 1997
------- -----
<S> <C> <C>
Cash flows from operating activities:
Net income 2,142 2,261
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 63 2
Provision for doubtful accounts 159 --
Non-cash compensation expense (35) (23)
Deferred income taxes 200 128
Equity in income of joint ventures (65) --
Changes in operating assets and liabilities net of effects of
acquisitions:
Restricted cash 503 2,058
Accounts receivable 3,216 (196)
Claims receivable (3,790) --
Receivable from joint ventures (275) 7
Costs and estimated earnings in excess of
billings on uncompleted contracts 487 227
Accounts payable and accrued expenses (847) 1,041
Billings in excess of costs and estimated earnings
on uncompleted contracts (849) (1,781)
Income taxes payable (118) --
Amounts due to directors (104) --
Other (409) 956
------- -------
Net cash provided by operations 278 4,680
------- -------
Cash used in investing activities:
Purchases of property, plant and equipment (139) (114)
Contributions to joint ventures (269) (64)
------- -------
Net cash used in investing activities (408) (178)
------- -------
Cash used in financing activities:
Decrease in bank borrowings (75) (416)
------- -------
Net cash used in financing activities (75) (416)
Effect of exchange rate changes on cash (4) 43
------- -------
Net increase (decrease) in cash and cash equivalents (209) 4,129
Cash and cash equivalents at beginning of period 342 1,401
------- -------
Cash and cash equivalents at end of period $ 133 $ 5,530
======= =======
Supplemental cash flow information:
Interest paid during the period $ 23 $ 5
Taxes paid during the period $ 396 $ --
======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE> 6
FLOUR CITY INTERNATIONAL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share amounts) (unaudited)
1. GENERAL
The condensed consolidated financial statements include the accounts of Flour
City International, Inc. and its wholly owned and majority owned subsidiary
companies after elimination of material intercompany accounts and transactions.
Less than majority owned affiliates over which the Company exercises significant
influence are accounted for as equity investments. Less than twenty percent
owned affiliates over which the Company cannot exercise significant influence
are carried at cost.
When reading the financial information contained in this Quarterly Report,
reference should be made to the financial statements, schedules, and notes for
the year ended October 31, 1997, included in the Company's amended Registration
Statement on Form S-1 filed on May 21, 1998, (Commission Registration Number
333-43793).
On May 28, 1998, the Company completed the issuance of 2,000,000 shares of
common stock through an initial public offering resulting in net proceeds after
estimated expensed of approximately $13,625. (See note 5, Subsequent Events.)
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. On an ongoing basis,
management reviews its estimates, including those related to contracts,
litigation, and contingencies, based on current available information. Changes
in facts and circumstances may result in revised estimates. In the opinion of
management, the Condensed Consolidated Financial Statements include all material
adjustments necessary to present fairly the Company's financial position,
results of operations, and cash flows. Such adjustments are of a normal
recurring nature. The Company's construction projects are awarded in a
competitive bidding process. Due to the nature of the process the Company has
experienced significant delays in project awards which have caused substantial
variations in quarterly results. The results for this interim period are not
necessarily indicative of results for the entire year or any other interim
period.
2. ACCOUNTS AND NOTES RECEIVABLE, NET
Accounts and notes receivable are net of allowance for doubtful accounts of $790
and $778 at April 30, 1998, and October 31, 1997, respectively. In accordance
with terms of long-term contracts, customers withhold certain percentages of
billings until completion and acceptance of the contracts. Final payments of all
such amounts withheld which might not be received within a one-year period from
April 30, 1998, and October 31, 1997, are $4,627 and $2,825 respectively. In
conformity with trade practice, however, the full amount of accounts receivable
has been included in current assets. Notes receivable consists of a $1,395 note
from Armco, Inc. (Armco) related to contracts assumed when the Company acquired
Flour City Architectural Metals, Inc. (FCAM) from Armco.
3. COMMITMENTS AND CONTINGENCIES
As of April 30, 1998, the Company had a total of $2,033 in performance
guarantees outstanding in relation to construction contracts in progress in
Thailand and Hong Kong.
The Company is a party to legal proceedings incidental to its business. In one
case, the Company filed suit against a subcontractor for non-performance in the
amount of approximately $1,400 and the subcontractor has filed a counterclaim
against the Company in the amount of approximately $1,700. There is currently no
scheduled date for the commencement of trial. FCAM was named as a party to
certain environmental actions, which arose prior to the Company's purchase of
FCAM from Armco. Armco, pursuant to the sale agreement, agreed to defend,
indemnify, and hold harmless the Company in connection with these actions. In
the opinion of management, any ultimate liability with respect to these actions
and other litigation to which the Company is a party will not have a material
effect on the Company's financial position, results of operations or cash flows.
6
<PAGE> 7
4. STOCKHOLDERS' EQUITY
On February 24, 1998 the Board of Directors declared a 1 for 7 reverse stock
split effective May 11, 1998. All per share and weighted average share
information has been restated to reflect the effect of such stock split. (See
note 5, Subsequent Events.)
5. SUBSEQUENT EVENTS
On May 28, 1998, the Company completed the registration and issuance of
2,000,000 shares of the Company's $0.0001 par value common stock resulting in
net proceeds after deducting estimated issuance costs of approximately $13,625.
The proceeds of the offering will be used to establish or acquire an interest in
a fabrication facility in the People's Republic of China, capital expenditures
in connection with a joint venture in Mexico, capital expenditures at its
Johnson City, Tennessee fabrication facility, working capital and general
corporate purposes. In addition, increased stockholders' equity resulting from
the offering will allow the Company to secure more and larger bonding
facilities. Pending the application of the net proceeds the Company intends to
invest the net proceeds in short-term, interest-bearing, investment grade
securities. Additional paid-in capital will be increased by approximately
$13,625 and common stock will be increased by a de minimus amount. (Part II,
Item 5, of this Quarterly Report on Form 10-Q sets forth a pro forma condensed
consolidated balance sheet giving effect to the issuance of the Company's common
stock.)
6. FOREIGN EXCHANGE
Almost all of the foreign currency transaction gains and losses recognized in
income to date relate to the baht denominated Empire Towers project located in
Bangkok, Thailand. As of April 30, 1998, the Company had filed acknowledged
claims totaling $3,790 to recoup losses resulting from the devaluation of the
baht. At April 30, 1998, the total amounts due to the Company under the Empire
Towers contract (including exchange loss claims) are the baht-equivalent of
$5,445. (See "Factors That May Affect Future Results" in "Management's
Discussion And Analysis Of Financial Condition And Results Of Operations.")
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Flour City International, Inc. (the Company), a Nevada corporation
existing under a charted granted in 1987, is a worldwide leader in the design,
fabrication and installation of custom exterior wall systems (known as "curtain
wall") used in the construction of a wide range of commercial and governmental
buildings. The Company works closely with architects, general contractors and
owners/developers in the development and construction of highly recognizable
mid-rise and high-rise office buildings, public-use buildings such as
courthouses and airport terminals and other well-known landmark buildings and
uniquely designed structures.
The Company's principal operating subsidiaries are Flour City
Architectural Metals, Inc., a Delaware corporation (FCAM), and Flour City
Architectural Metals (Pacific) Limited (FCAM Pacific), a British Virgin Islands
corporation. FCAM was initially formed in 1893 under the name Flour City
Ornamental Iron Company as a specialty metals fabricator for the architectural
industry, and was a subsidiary of Armco, Inc. (Armco) immediately prior to the
merger. FCAM Pacific was formerly known as Hockley International Limited, an
independent corporation.
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THESE FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS MADE
ELSEWHERE IN THIS REPORT ARE MADE IN RELIANCE ON THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THE SECTION BELOW ENTITLED "FACTORS THAT MAY
AFFECT FUTURE RESULTS" SETS FORTH AND INCORPORATES BY REFERENCE CERTAIN FACTORS
THAT COULD CAUSE ACTUAL FINANCIAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY
FROM THESE STATEMENTS.
RESULTS OF OPERATIONS
QUARTER ENDED APRIL 30, 1998 COMPARED TO QUARTER ENDED APRIL 30, 1997
Revenues. Revenues decreased by 22.6% from $8,956 to $6,930 in the
second quarter ended April 30, 1998, from the second quarter ended April 30,
1997. Revenues generated by projects in North America decreased by 28.2% from
$6,370 to $4,575 in the second quarter ended April 30, 1998 from the second
quarter ended April 30, 1997. Revenues generated by projects in Asia decreased
8.9% from $2,586 to $2,355 in the second quarter ended April 30, 1998 from the
second quarter ended April 30, 1997. The decline in revenues is typical of the
cyclical nature of the Company's business, reflecting the simultaneous
completion phase of a number of older projects and startup phase of newer
projects.
Gross Profit. Gross profits declined 39.5% from $3,903 to $2,361 in
the second quarter ended April 30, 1998, from the second quarter ended April 30,
1997. Gross margin as a percent of revenues decreased 9.5% from 43.6% to 34.1%
in the second quarter ended April 30, 1998, from the second quarter ended April
30, 1997. The decline in gross margins is primarily due to a decline in mix of
projects in startup and completion phases versus projects in operating phase.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were slightly lower in the second quarter ended April
30, 1998, compared to the second quarter ended April 30, 1997, declining to
$1,573 from $1,639 for the respective periods. Selling, general and
administrative expenses as a percent of revenues increased to 22.7% as compared
to 18.3% for the same periods. The Company's selling, general and administrative
expenses are incurred to support current and anticipated business levels and are
by design relatively insensitive to short-term changes in revenues.
Foreign Currency Exchange Gains and Losses. Foreign exchange gains
increased to $517 for the second quarter ended April 30, 1998, compared to $13
in the second quarter ended April 30, 1997, due to fluctuations in the exchange
rate of the Thai baht. To the extent that foreign currencies strengthen or
weaken against the U.S. dollar and the extent to which the Company's long-term
contracts are denominated in foreign currencies, the Company will continue to
experience translation and transaction gains and losses.
Income Taxes. Income taxes decreased to $103 in the second quarter
ended April 30, 1998, compared to $535 in the second quarter ended April 30,
1997. The decrease is attributable to a reduction in the mix of U.S. source
income versus foreign source income. The Company's effective consolidated tax
rate was 7.2% in the second quarter ended April 30, 1998, compared to 21.9% in
the second quarter ended April 30, 1997. The
8
<PAGE> 9
effective tax rate on U.S. source income was approximately 32.4% in the second
quarter ended April 30, 1998, compared to 30.7% in the second quarter ended
April 30, 1997.
Backlog. The Company's backlog increased to approximately $93,000 at
April 30, 1998, from approximately $43,800 at January 31, 1998, and
approximately $45,000 at October 31, 1997. The increase in backlog was due to
the Company being awarded six new contracts, three in the U.S. and three outside
the U.S.
SIX MONTHS ENDED APRIL 30, 1998 COMPARED TO SIX MONTHS ENDED APRIL 30, 1997
The Company's acquisition of FCAM was effective January 1, 1997, accordingly,
1997 results include the results of FCAM since that date.
Revenues. Revenues increased by 5.7% from $12,673 to $13,391 in the
six-month period ended April 30, 1998, compared to the same period of 1997 due
to increased project activity. Revenues generated by projects in North America
increased by 5.6% to from $7,864 to $8,305 in the six-month period ended April
30, 1998 compared to the same period of 1997. Revenues generated by projects in
Asia increased by 5.8% from $4,809 to $5,086 in the six-month period ended April
30, 1998 compared to the same period of 1997.
Gross Profit. Gross profit increased slightly from $5,314 to $5,481
in the six-month period ended April 30, 1998, compared to the same period of
1997 due to increased project activity in 1998 compared to a reduced level of
activity in the same period of 1997. Gross profit margin as a percent of
revenues decreased 1.0% from 41.9% to 40.9% in the six month period ended April
30, 1998, compared to the same period of 1997.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 13.6% from $2,599 to $2,953 in the six-month
period ended April 30, 1998 compared to the same period of 1997 due to increased
costs associated with increased current and anticipated levels of business.
Selling, general and administrative expenses as a percent of revenues increased
to 22.1% as compared to 20.5% for the same periods.
Foreign Currency Exchange Gains and Losses. Foreign exchange losses
were $357 net of gains for the six-month period ended April 30, 1998. Net
foreign exchange gains and losses were approximately zero in the same period of
1997. Practically all losses were due to fluctuations in the exchange rate of
the Thai baht. To the extent that foreign currencies strengthen or weaken
against the U.S. dollar, and the extent to which long-term contracts are
denominated in foreign currencies, the Company will continue to experience
translation and transaction gains and losses.
Income Taxes. Income taxes decreased to $389 in the six-month period
ended April 30, 1998, compared to $685 in the same period of 1997. The decrease
is attributable to a reduction in the mix of U.S. source income versus foreign
source income. The Company's effective consolidated tax rate was 15.4% in the
six month period ended April 30, 1998, compared to 23.3% in the same period of
1997. The effective tax rate on U.S. source income was approximately 38.2% in
the six-month period ended April 30, 1998, compared to 37.5% in the same period
of 1997.
Backlog. The Company's backlog increased to approximately $93,000 at
April 30, 1998, from approximately $43,800 at January 31, 1998, and
approximately $45,000 at October 31, 1997. The increase in backlog was due to
the Company being awarded six new contracts, three in the U.S. and three outside
the U.S.
LIQUIDITY AND CAPITAL RESOURCES
Management expects that the Company will have sufficient liquidity
to meet ordinary future short-term and long-term business needs. Sources of
liquidity generally available to the Company include cash from operations,
availability under its credit facility, cash and cash equivalents, and the
issuance of capital stock.
On May 28, 1998, the Company completed the registration and issuance
of 2,000,000 shares of the Company's $0.0001 par value common stock resulting in
net proceeds after deducting estimated issuance costs of approximately $13,625.
The proceeds of the offering will be used to establish or acquire an interest in
a fabrication facility in the People's Republic of China, capital expenditures
in connection with a joint venture in Mexico, capital expenditures at its
Johnson City, Tennessee fabrication facility, working capital and general
corporate purposes.
9
<PAGE> 10
Operating Activities
Net cash flows from operating activities was $278 for the six months
ended April 30, 1998, compared to $4,680 for the six months ended April 30,
1997. During the six months ended April 30, 1998, the U.S. dollar equivalent of
$3,790 was recorded as a claim receivable on the Empire Towers project to
compensate the Company for a reduction in the U.S. dollar equivalent of accounts
receivable due to the devaluation of the Thai baht (see "Factors That May Effect
Future Results").
Investing Activities
During the six months ended April 30, 1998, the Company contributed
$269 to the startup of a curtain-wall fabrication joint venture in the PRC
compared to contributions of $64 in the same period of 1997.
Expenditures for capital equipment during the six months ended April
30, 1998, totaled $139 compared to $114 for the same period of 1997. Capital
expenditures for 1998 are expected to be approximately $8 million higher than
those in 1997 due to planned increases in the Company's manufacturing and
fabrication facilities.
Financing Activities
The Company maintains a $1,300 commercial bank revolving line of
credit that is used to provide letters of credit in connection with the
importation of goods and overdraft facilities. At April 30, 1998, $388 of the
line of credit was drawn. A pledge of Company assets and personal guarantees of
certain officers secure the line of credit. As a result of the Company's public
offering of 2,000,000 shares of its common stock, the Company intends to revise
its cash management facilities and practices, including securing larger lines of
credit and vacating personal guarantees. The $1,300 commercial bank revolving
line of credit was scheduled to expire on April 30, 1998, but has been extended
until mid-July 1998 when a replacement revolving line of credit at the same bank
should be in place.
General
The Company attempts to structure payment arrangements with its
customers to match costs incurred under projects. To the extent the Company is
not able to match costs, it relies on its cash reserves and its credit facility
to meet its working capital needs. As of April 30, 1998, the Company had working
capital of $10,390. The Company's public offering effective May 21, 1998,
provided $13,625, of which approximately $5,600 will be used for working capital
and general corporate purposes.
YEAR 2000 COMPLIANCE
The Company believes that the software packages currently in use and
expected to be in use prior to the year 2000 are year 2000 compliant. Other
systems such as those in use by the Company's vendors, service providers,
customers, or unconsolidated affiliates may not be year 2000 compliant. The
Company does not expect that the financial impact of required modifications to
the Company's software, if any, will be material to the Company's financial
position, cash flows or results of operations in any given year.
EFFECT OF INFLATION
During the past three years, the rate of inflation in many of the
Asian countries in which the Company operates significantly exceeded that of the
U.S. However, the Company generally has been able to reduce the impact of
inflation on profitability by increasing the prices of its products and reducing
operating costs. No assurance can be given that the Company will be able to
minimize the impact of inflation on profitability in the future.
RECENTLY ISSUED ACCOUNTING STANDARDS
Segment information -- In June 1997, the FASB issued SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, which
supersedes portions of SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise. SFAS No. 131 is effective for the Company commencing in its
year ending October 31, 1999. Company management has not completely assessed the
effects of SFAS No. 131 on its segment reporting, however, it does not currently
believe that there will be significant changes from the information currently
being reported.
10
<PAGE> 11
Comprehensive income -- In June 1997, the FASB issued SFAS No. 130,
Reporting Comprehensive Income, which becomes effective for the Company
commencing in its year ending October 31, 1999. Company management does not
believe, based on current activities, that adoption of this statement will have
a significant effect on its financial statements except to the extent that
cumulative foreign currency translations are included in comprehensive income.
FACTORS THAT MAY AFFECT FUTURE RESULTS
General. The Company has experienced in the past, and expects to
experience in the future, substantial variations in its results of operations in
any quarterly or annual reporting period as a result of numerous factors, many
of which are out of the Company's control. The Company's operating results may
vary because of: downturns in one or more segments of the construction industry;
changes in economic conditions; the Company's failure to obtain or delays in
awards of major projects; the cancellation or delay of major projects; or the
Company's failure to timely replace projects that have been completed or are
nearing completion. Any of these factors could cause the Company's results of
operations to fluctuate significantly from period to period, including on a
quarterly basis. The Company's projects are, and in the foreseeable future will
continue to be, awarded by private or governmental entities in a competitive
bidding process. Due to the nature of the bidding and award process, the Company
has experienced, and in the future expects to experience, significant delays in
project awards. These delays have caused and will continue to cause substantial
variations in quarterly results. In addition, no assurance can be given that the
timing of a project award will be consistent with the Company's expectations.
The Company's results of operations are affected primarily by: the
level of commercial and government sponsored building construction in its
principal markets; the Company's ability to win project contracts and its
accuracy in project cost estimating; the Company's success in utilizing its
resources efficiently; the Company's ability to complete contracts in a timely
and cost-effective manner; and the mix of domestic and international projects.
The level of commercial building construction activity is affected by many
factors such as local, regional, national and international economic and real
estate conditions; interest rates; availability of financing; and office
building occupancy rates in metropolitan areas in which the Company markets its
services. The level of government sponsored construction activity is influenced
by the levels of tax revenues, the need for new or upgraded public facilities
such as airports or courthouses and government spending policies and initiatives
designed to stimulate local or regional economies. The Company expects that
publicly funded projects will continue to provide a significant portion of its
revenues for the foreseeable future.
Income Taxes. Prior to acquiring FCAM the Company was not subject to
U.S. income tax and earned most of its income in jurisdictions with no or
relatively low income tax rates. The Company believes that it will continue to
earn a significant portion of its income outside of the U.S. and that the
majority of its offshore income will not be subjected to U.S. income tax. As
revenues from U.S. projects increase relative to revenues from international
projects, the Company's overall tax rate will increase.
Foreign Exchange Risks. The Company generally attempts to mitigate
foreign exchange risk by entering into contracts providing for payment in U.S.
dollars instead of the local currency wherever possible, nonetheless local
currency must be used to pay for local labor, raw materials or other local
country costs of operations. The Company currently has contracts denominated in
the Hong Kong dollar, Thai baht and Philippine peso. Future contracts may be
denominated in the currency of other countries. Materials and services to
perform project contracts are procured globally. Aluminum extrusion is typically
the largest material cost and is generally denominated in U.S. dollars. Glass
purchases are generally denominated in U.S. dollars unless sourced locally in a
foreign locale. The expenses associated with erection services are generally
denominated in local currency. To the extent that foreign currencies weaken
against the U.S. dollar, the Company will experience translation losses due to
the revaluation of accounts payable, accounts receivable and other asset and
liability accounts. The Company generally attempts to contract to secure
compensation for devaluation of local currencies relative to the U.S. dollar. In
these instances, although the Company may incur translation losses, the Company
seeks to offset such losses by increases in the amount of local currency payable
to the Company under contract so as to approximate the original U.S. dollar
equivalent value of the contract. There can be no assurance that the Company
will be successful in negotiating contracts with terms that maintain an U.S.
dollar equivalency. Exchange rate fluctuations in local currency denominated
contracts that do not have U.S. dollar equivalency could have a material adverse
effect on the Company's financial position, results of operations, and cash
flows.
Empire Towers Project. The Company has a contract for work to be
performed on the Empire Towers project located in Bangkok, Thailand (the "Empire
Towers Contract") which is denominated in Thai baht. Pursuant to a clause in the
Empire Towers Contract, which provides protection for changes in government
policy,
11
<PAGE> 12
the Company filed claims for change orders to recoup losses resulting
from the devaluation of the baht and has reflected $3,790 of such claim as a
receivable at April 30, 1998. In January 1998, the counterparty to the contract
did not pay the amount billed on the scheduled payment date and requested that
it be included in the final claim settlement. In March 1998, the counterparty
acknowledged liability for the baht-equivalent of approximately $3,000, and
agreed to pay such amount in installments beginning in March 1998 through June
1998. On April 2, 1998, the Company received an acknowledgment from the
counterparty for an additional $686 to be paid by July 31, 1998. At April 30,
1998, the total amounts due to the Company under the Empire Towers Contract
(including exchange loss claims) are the baht-equivalent of $5,445. As of June
10, 1998, the Company had collected the equivalent of $1,450 in relation to the
claim for losses as a result of the baht devaluation. Management believes that
all amounts due under the Empire Towers contract are collectable. However, in
the event of non-payment, the Company may be required to seek recourse through
legal or other proceedings in Thailand or other non-U.S. jurisdictions, which
could have a material adverse effect on the Company's financial position,
results of operations, and cash flows.
Political Uncertainties. One of the Company's manufacturing
affiliates is located in the People's Republic of China (PRC) outside the Hong
Kong Special Administrative Region. The Company intends to increase its
manufacturing base elsewhere in Asia. Economic development in the area may be
limited as well by the imposition of measures intended to control economic
conditions, the inadequate development of an infrastructure and the potential
unavailability of adequate transportation, adequate power and water supplies,
satisfactory roads and communications and raw materials and parts. Changes in
governmental policies, laws, regulations, or the interpretation thereof, or the
imposition of restrictions on imports and sources of raw materials, increased
taxes as well as general economic conditions including interest rates or rates
of inflation could have a material adverse affect on the Company's financial
position, results of operations, and cash flows.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Information as of June 15, 1998, required by Item 701(f) of Regulation S-K is
set forth below:
The Company's registration statement on Form S-1, commission file number
333-43793, for 2,000,000 shares of the Company's common stock was filed with the
Commission and was declared effective on May 21, 1998. All of the shares offered
to the public were sold by the termination date of May 28, 1998. The managing
underwriters Van Kasper & Company have until July 5, 1998, to exercise an
over-allotment of 300,000 shares. The aggregate price of the 2,000,000 shares
was $16,000,000.
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
COMMON STOCK
EXPENSES OF ISSUANCE AND USE OF PROCEEDS
AS OF JUNE 15, 1998
(in thousands)
<S> <C>
Aggregate offering price of amount sold to date $ 16,000
------------
Expenses of issuance:
Underwriters discount 1,200
SEC registration fee 9
NASD filing fee 3
NASDAQ National Market listing fee 67
Blue sky fees and expenses including legal fees 15
Printing costs 260
Registrar and Transfer Agent fees 5 (note 1)
Legal fees and expenses 370 (note 1)
Underwriters nonaccountable expense allowance 240
Accounting fees and expenses 175 (note 1)
Miscellaneous 31 (note 1)
------------
Total expenses of issuance 2,375
------------
Net proceeds 13,625
Use of proceeds:
Direct or indirect payment to directors,
officers, 10% owners, affiliates and others - (note 2)
Proceeds used for construction of plant, building,
and facilities - (note 2)
Proceeds used for purchase and installation of
machinery and equipment - (note 2)
Proceeds used for investment in joint ventures - (note 2)
Proceeds used for working capital - (note 2)
------------
Temporary investments in U.S. Government
securities, 1-A commercial paper,
and cash deposits $ 13,625
============
</TABLE>
Notes:
1 - estimated as of June 15, 1998
2 - none expended as of June 15, 1998
13
<PAGE> 14
ITEM 5. OTHER INFORMATION
The following balance sheet sets forth the effect of the Company's issuance and
sale of 2,000,000 shares of its common stock. For pro forma presentation, cash
and cash equivalents has been increased by the net proceeds of the offering,
after deducting estimated expenses, of $13,625, common stock has been increased
by a de minimus amount, and additional-paid-in capital has been increased by
$13,625. There are no pro forma effects to the income statement due to the
issuance of common stock. A pro forma cash flow statement would show an increase
in cash provided by financing activities of $13,625.
<TABLE>
<CAPTION>
FLOUR CITY INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
GIVING EFFECT TO THE ISSUANCE OF 2,000,000 SHARES OF COMMON STOCK
AS OF APRIL 30, 1998
(in thousands) (unaudited)
As Reported Adjustments Pro Forma
----------- ----------- ----------
Assets
<S> <C> <C> <C>
Cash and cash equivalents $ 133 $ 13,625 $ 13,758
Restricted cash 2,539 2,539
All other current assets 16,592 16,592
-------- -------- --------
Total current assets 19,264 13,625 32,889
Property, plant and equipment, net 501 501
Other assets 862 862
-------- -------- --------
Total assets $ 20,627 $ 13,625 $ 34,252
======== ======== ========
Liabilities and stockholders' equity
Current liabilities $ 8,874 $ -- $ 8,874
Negative goodwill 1,603 1,603
-------- -------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock -- --
Common stock par value $.0001; authorized 50,000,000
shares; issued and outstanding 4,252,380 shares
at April 30, 1998 actual and 6,252,380 shares
at April 30, 1998 pro forma 1 -- 1
Additional paid-in capital 343 13,625 13,968
Retained earnings 8,966 8,966
Unearned compensation (252) (252)
Deferred foreign currency translation adjustment 1,092 1,092
-------- -------- --------
Stockholders' equity 10,150 13,625 23,775
-------- -------- --------
Total liabilities and stockholders' equity $ 20,627 $ 13,625 $ 34,252
======== ======== ========
</TABLE>
14
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended April 30, 1998.
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, on the 29th day of June 1998.
FLOUR CITY INTERNATIONAL, INC.
/s/ THOMAS P. SCULLY
- -------------------------------
Thomas P. Scully
Interim Chief Financial Officer
15
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27.1 FINANCIAL DATA SCHEDULE
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> APR-30-1998
<CASH> 2,672
<SECURITIES> 0
<RECEIVABLES> 10,806
<ALLOWANCES> 790
<INVENTORY> 0
<CURRENT-ASSETS> 19,264
<PP&E> 834
<DEPRECIATION> 333
<TOTAL-ASSETS> 20,627
<CURRENT-LIABILITIES> 8,874
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 10,149
<TOTAL-LIABILITY-AND-EQUITY> 20,627
<SALES> 13,391
<TOTAL-REVENUES> 13,391
<CGS> 7,910
<TOTAL-COSTS> 7,910
<OTHER-EXPENSES> (183)
<LOSS-PROVISION> 159
<INTEREST-EXPENSE> 22
<INCOME-PRETAX> 2,531
<INCOME-TAX> 389
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,142
<EPS-PRIMARY> .55
<EPS-DILUTED> .50
</TABLE>
