<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended November 26, 2000.
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: 333-67975
ALBECCA INC.
(Exact name of registrant as specified in its charter)
GEORGIA 39-1389732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3900 Steve Reynolds Boulevard, Norcross, Georgia 30093
(Address of principal executive offices) (Zip Code)
(770) 279-5210
(Registrant's telephone number, including area code)
Indicate by checkmark 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 .
1
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ALBECCA INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of August 27, 2000 (audited) and
November 26, 2000 (unaudited) .......................................... 3
Consolidated Statements of Operations for the three months ended
November 28, 1999 (unaudited) and November 26, 2000 (unaudited) ........ 4
Consolidated Statements of Cash Flows for the three months ended
November 28, 1999 (unaudited) and November 26, 2000 (unaudited) ........ 5
Notes to the Consolidated Financial Statements ............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .............................................. 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................. 16
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K ........................................... 17
Signatures ............................................................................... 18
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALBECCA INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
August 27, November 26,
2000 2000
---------- ------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 23,321 $ 25,715
Accounts receivable, less allowances for doubtful accounts of
$5,283 and $5,382 at August 27, 2000 and November 26, 2000 36,384 39,973
Inventories 48,413 47,067
Other current assets 4,754 6,734
---------- ----------
Total current assets 112,872 119,489
PROPERTY, PLANT AND EQUIPMENT, net 36,692 34,519
OTHER LONG-TERM ASSETS 41,531 40,038
---------- ----------
$ 191,095 $ 194,046
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt $ 7,686 $ 5,760
Accounts payable 17,247 20,415
Accrued liabilities 24,664 27,197
---------- ----------
Total current liabilities 49,597 53,372
---------- ----------
LONG-TERM DEBT, less current maturities 162,496 158,186
---------- ----------
OTHER LONG-TERM LIABILITIES 8,879 9,457
---------- ----------
SHAREHOLDERS' DEFICIT:
Preferred stock -- --
Class A common stock 4 4
Class B common stock 166 166
Additional paid-in capital 7,326 7,326
Accumulated deficit (23,578) (17,762)
Accumulated other comprehensive loss (13,795) (16,703)
---------- ----------
Total shareholders' deficit (29,877) (26,969)
---------- ----------
$ 191,095 $ 194,046
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
3
<PAGE> 4
ALBECCA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
---------------------------
November 28, November 26,
1999 2000
------------ ------------
<S> <C> <C>
Net sales $ 100,120 $ 83,373
Cost of sales 57,299 44,474
---------- ----------
Gross profit 42,821 38,899
Operating expenses 32,097 25,445
---------- ----------
Operating income 10,724 13,454
Interest income (820) (1,576)
Interest expense 6,413 5,890
Other loss -- 549
---------- ----------
Income before provision for income
taxes, minority interest, extraordinary gain and
cumulative effect of a change in accounting principle 5,131 8,591
Provision for income taxes 862 879
Minority interest 114 31
---------- ----------
Income before extraordinary gain and cumulative effect
of a change in accounting principle 4,155 7,681
Extraordinary gain on repurchase of debt, net of tax 2,980 247
---------- ----------
Income before cumulative effect of a change in
accounting principle 7,135 7,928
Cumulative effect of adoption of SFAS 133,
net of tax -- 188
---------- ----------
Net income $ 7,135 $ 8,116
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
ALBECCA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
---------------------------
November 28, November 26,
1999 2000
------------ ------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 7,135 $ 8,116
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 114 31
Depreciation and amortization 2,067 1,434
Loss (gain) on disposal of property, plant and equipment 83 (65)
Extraordinary gain on repurchase of debt (2,980) (247)
Changes in operating assets and liabilities:
Accounts receivable (10,344) (4,704)
Inventories 4,519 (322)
Other current assets (548) (2,294)
Accounts payable 3,523 4,279
Accrued liabilities 8,692 2,684
Other (49) 751
---------- ----------
Net cash provided by operating activities 12,212 9,663
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,574) (1,001)
Proceeds from sales of property, plant and equipment 508 486
Changes in other long-term assets 63 (224)
---------- ----------
Net cash used in investing activities (3,003) (739)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facilities 7,855 4,791
Repayments of revolving credit facilities (7,914) (5,587)
Proceeds from long-term debt 2,153 608
Repayments of long-term debt (14,848) (4,845)
Distributions to shareholders -- (2,300)
---------- ----------
Net cash used in financing activities (12,754) (7,333)
---------- ----------
EFFECT OF EXCHANGE RATE ON CASH 52 803
---------- ----------
NET (DECREASE) INCREASE IN CASH (3,493) 2,394
CASH and cash equivalents, beginning of period 35,058 23,321
---------- ----------
CASH and cash equivalents, end of period $ 31,565 $ 25,715
========== ==========
SUPPLEMENTAL INFORMATION:
Interest paid $ 1,020 $ 549
========== ==========
Income taxes paid $ 1,113 $ 774
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. INTERIM FINANCIAL STATEMENT PRESENTATION
The unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, the unaudited interim consolidated financial
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of only normal recurring
adjustments) considered necessary for a fair presentation have been included. On
a quarterly basis, the Company's results may vary. The results of operations for
any interim period are not necessarily indicative of the results of operations
to be expected for a full year. For further information, refer to the
consolidated financial statements and accompanying footnotes included in the
Company's Form 10-K for the fiscal year ended August 27, 2000, as filed with the
Securities and Exchange Commission.
Note 2. USE OF ESTIMATES
The preparation of consolidated 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 and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 3. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Albecca
Inc. ("Albecca", the "Company") and its subsidiaries. All significant
intercompany transactions have been eliminated. Minority interest represents
minority shareholders' interest in majority-owned subsidiaries.
Note 4. INCOME TAXES
Albecca is an S corporation and several of its subsidiaries are
classified as either partnerships or single member entities. Each is treated as
a pass-through entity under the Internal Revenue Code. They are not subject to
federal and certain state income taxes. As a result, the related taxable income
is included in the tax returns of the shareholders and members of the respective
companies. The Company makes distributions to shareholders to pay their income
tax obligations as a result of the Company's status as an S corporation. The
provision for income taxes included in the accompanying consolidated financial
statements primarily relates to certain state and foreign income taxes.
Note 5. RESTRUCTURING PLANS
Restructuring plans address the status of the Company's ongoing
restructuring activities which were initiated in prior fiscal years. As of
November 26, 2000, the following restructuring plans had remaining financial
and/or legal obligations.
UNITED KINGDOM - NORTHAMPTON
As of November 26, 2000, with respect to the Company's closure of its
United Kingdom - Northampton operation, none of the original 37 team members
remained at the facility. The Company continued to sell existing assets and
collect existing accounts receivable through its United Kingdom - Arqadia Ltd.
operations. Management estimates that the restructuring plan will be completed
prior to the end of fiscal 2001.
NEW ZEALAND
As of November 26, 2000, with respect to the closure of the Company's
distribution operations in New Zealand, none of the 9 original team members
remained at the facility. The Company, through its Australian operations, is
finalizing the legal requirements of the liquidation, and estimates the
restructuring plan will be completed by the second quarter of fiscal 2001.
GREECE
As of November 26, 2000, with respect to the closure of the Company's
distribution operations in Greece, none of the original 14 team members remained
at the facility. The Company, through its local counsel, will continue to
collect existing accounts receivable and finalize the legal liquidation of its
Greek entities. The Company estimates that the restructuring plan will be
completed prior to the end of fiscal 2001.
For more descriptive information on the above mentioned restructuring
plans, please see the Company's Form 10-K for the fiscal year ended August 27,
2000, as filed with the Securities and Exchange Commission.
SUMMARY OF PREVIOUSLY REPORTED RESTRUCTURING PLANS
At November 26, 2000, as it relates to the Company's fiscal 1998, 1999
and 2000 restructuring plans, $617,000 of restructuring charges remained in
accrued liabilities representing severance and other termination costs of
$85,000 and $532,000 of lease termination and other exit costs.
6
<PAGE> 7
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
A summary of the previously reported restructuring plans and activity
consist of the following estimated accrued future cash/non-cash requirements:
<TABLE>
<CAPTION>
Severance and Lease
Write-down of other termination
property and termination and other exit
CLOSURE OF UNITED KINGDOM - NORTHAMPTON: equipment benefits costs Total
------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
2000 Provision $ 499,000 $ 298,000 $ 618,000 $ 1,415,000
Non-cash 499,000 -- -- 499,000
---------- ---------- ---------- ------------
Cash -- 298,000 618,000 916,000
Fiscal 2000 cash activity -- (116,000) (84,000) (200,000)
---------- ---------- ---------- ------------
Balance as of August 27, 2000 -- 182,000 534,000 716,000
First quarter 2001 cash activity (unaudited) -- (121,000) (126,000) (247,000)
---------- ---------- ---------- ------------
Balance as of November 26, 2000 (unaudited) $ -- $ 61,000 $ 408,000 $ 469,000
========== ========== ========== ============
<CAPTION>
Severance and
Write-down of other
property and termination Other exit
CLOSURE OF OPERATIONS IN NEW ZEALAND: equipment benefits costs Total
------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
1999 Provision $ 75,000 $ 48,000 $ 102,000 $ 225,000
Non-cash 75,000 -- -- 75,000
---------- ---------- ---------- ----------
Cash -- 48,000 102,000 150,000
Fiscal 1999 cash activity -- (30,000) (75,000) (105,000)
---------- ---------- ---------- ----------
Balance as of August 29, 1999 -- 18,000 27,000 45,000
Fiscal 2000 cash activity -- (3,000) (3,000) (6,000)
---------- ---------- ---------- ----------
Balance as of August 27, 2000 -- 15,000 24,000 39,000
First quarter 2001 cash activity (unaudited) -- -- -- --
---------- ---------- ---------- ----------
Balance as of November 26, 2000 (unaudited) $ -- $ 15,000 $ 24,000 $ 39,000
========== ========== ========== ==========
<CAPTION>
Severance and
other
Write-off of termination Other exit
CLOSURE OF OPERATIONS IN GREECE: goodwill benefits costs Total
------------ ------------- ---------- ----------
<S> <C> <C> <C> <C>
1998 Provision $ 333,000 $ 79,000 $ 104,000 $ 516,000
Non-cash 333,000 -- -- 333,000
---------- ---------- ---------- ----------
Cash -- 79,000 104,000 183,000
Fiscal 1998 cash activity -- -- -- --
---------- ---------- ---------- ----------
Balance as of August 30, 1998 -- 79,000 104,000 183,000
1999 provision -- -- 129,000 129,000
Fiscal 1999 cash activity -- (70,000) (129,000) (199,000)
---------- ---------- ---------- ----------
Balance as of August 29, 1999 -- 9,000 104,000 113,000
Fiscal 2000 cash activity -- -- (4,000) (4,000)
---------- ---------- ---------- ----------
Balance as of August 27, 2000 -- 9,000 100,000 109,000
First quarter 2001 cash activity (unaudited) -- -- -- --
---------- ---------- ---------- ----------
Balance as of November 26, 2000 (unaudited) $ -- $ 9,000 $ 100,000 $ 109,000
========== ========== ========== ==========
</TABLE>
7
<PAGE> 8
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 6. OTHER LOSS
Other loss primarily represents realized and unrealized foreign
currency exchange gains and losses on intercompany account balances.
Note 7. EXTRAORDINARY GAIN
In September 2000, the Company repurchased a portion of its senior
subordinated notes with a face value of $4,000,000. The debt repurchase resulted
in an extraordinary gain of $247,000, net of state income taxes of $6,000. In
September and November 1999, the Company repurchased a portion of its senior
subordinated notes with a face value of $13,820,000. The debt repurchases
resulted in extraordinary gains of $2,980,000, net of state income taxes of
$124,000.
Note 8. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
August 27, November 26,
2000 2000
---------- ------------
<S> <C> <C>
Raw materials $ 6,290 $ 5,878
Work in process 2,127 2,175
Finished goods 39,996 39,014
-------- --------
$ 48,413 $ 47,067
======== ========
</TABLE>
Note 9. COMPREHENSIVE INCOME
Comprehensive income for the Company is as follows (in thousands):
<TABLE>
<CAPTION>
Three months ended
---------------------------
November 28, November 26,
1999 2000
------------ ------------
<S> <C> <C>
Net income, as reported $ 7,135 $ 8,116
Foreign currency translation adjustments (295) (2,908)
-------- --------
Total comprehensive income $ 6,840 $ 5,208
======== ========
</TABLE>
Accumulated other comprehensive loss represents foreign currency
translation adjustments of $13,795,000 and $16,703,000 at August 27, 2000 and
November 26, 2000, respectively.
Note 10. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Effective August 28, 2000, the Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS 133), as amended by SFAS No. 137, which establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement became effective for all fiscal quarters beginning after June 15,
2000.
8
<PAGE> 9
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
The statement requires the Company to recognize all derivatives on the
balance sheet at fair value. If the derivative is a hedge, changes in the fair
value of derivatives are either offset against the change in fair value of
assets, liabilities, or firm commitments through earnings or recognized in
comprehensive income (equity) until the hedged item is recognized in earnings.
The ineffective portion of a derivative's change in fair value is recognized in
earnings. In transition, the statement required all hedging relationships to be
evaluated and designated anew, resulting in cumulative-effect-type transition
adjustments to earnings and other comprehensive income (equity). In accordance
with the transition provisions of SFAS 133, the Company recorded a cumulative-
effect-type adjustment, net of tax, of $188,000 to recognize the fair value of
the derivatives.
The Company has historically entered into forward exchange contracts to
reduce the foreign currency exchange risks associated with its committed and
anticipated foreign currency denominated purchases; with its U.S. operations
purchasing primarily the Italian Lira, Spanish Peseta, and French Franc, and
with its United Kingdom subsidiary entering into U.S. dollar forward exchange
contracts.
The carrying amount of derivatives at fair value as of November 26,
2000 was $312,000. As of November 26, 2000 the maximum period of time the
Company was hedging its exposure to the variability in future cash flows for
forecasted transactions was nine months.
Note 11. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in certain litigation arising in the ordinary
course of business. In the opinion of management, the ultimate resolution of
these matters will not have a material adverse effect on the Company's financial
position or results of operations.
Note 12. SUBSEQUENT EVENTS
REPURCHASE OF SENIOR SUBORDINATED NOTES
Subsequent to the end of the first quarter of fiscal 2001, the Company
repurchased $2,000,000 of its senior subordinated notes. The Company estimates
that an extraordinary gain of approximately $198,000 will be recorded net of
state income taxes of $5,000.
Note 13. RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the
current period presentation.
Note 14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
These condensed consolidating financial statements reflect Albecca Inc.
and Subsidiary Guarantors, which consist of all of the Company's wholly-owned
restricted subsidiaries other than the foreign subsidiaries, as defined under
the Indenture dated August 11, 1998. These nonguarantor foreign subsidiaries are
herein referred to as "Subsidiary Nonguarantors." The subsidiary guarantee of
each Subsidiary Guarantor will be subordinated to the prior payment in full of
all senior debt of such Subsidiary Guarantor. Separate financial statements of
the Subsidiary Guarantors are not presented because the Subsidiary Guarantees
are joint and several and full and unconditional and the Company believes the
condensed consolidating financial statements presented are more meaningful in
understanding the financial position of the Subsidiary Guarantors and the
separate financial statements are deemed not material to investors.
9
<PAGE> 10
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
November 26, 2000 (Unaudited)
------------------------------------------------------------------------
Consolidated
Subsidiary Subsidiary Elimination Consolidated
Albecca Inc. Guarantors Nonguarantors Entries Total
------------ ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,141 $ 1,233 $ 8,341 $ -- $ 25,715
Accounts receivable, net -- 22,892 17,081 -- 39,973
Intercompany accounts receivable -- 81,678 314 (81,992) --
Inventories -- 24,811 22,256 -- 47,067
Other current assets 1,676 1,196 3,862 -- 6,734
---------- ---------- ---------- ---------- ----------
Total current assets 17,817 131,810 51,854 (81,992) 119,489
PROPERTY, PLANT AND EQUIPMENT, net -- 10,596 23,923 -- 34,519
OTHER LONG-TERM ASSETS 4,698 13,831 21,509 -- 40,038
INVESTMENT IN SUBSIDIARIES 117,222 -- 7,884 (125,106) --
INTERCOMPANY LOANS RECEIVABLE 92,492 -- -- (92,492) --
---------- ---------- ---------- ---------- ----------
$ 232,229 $ 156,237 $ 105,170 $ (299,590) $ 194,046
========== ========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current maturities of long-term debt $ -- $ 722 $ 5,038 $ -- $ 5,760
Accounts payable -- 11,183 9,232 -- 20,415
Intercompany accounts payable 75,976 441 5,575 (81,992) --
Accrued liabilities 6,171 10,242 10,784 -- 27,197
---------- ---------- ---------- ---------- ----------
Total current liabilities 82,147 22,588 30,629 (81,992) 53,372
---------- ---------- ---------- ---------- ----------
LONG-TERM DEBT, less current maturities 144,930 6,622 6,634 -- 158,186
---------- ---------- ---------- ---------- ----------
INTERCOMPANY LOANS PAYABLE -- 172 92,320 (92,492) --
---------- ---------- ---------- ---------- ----------
OTHER LONG-TERM LIABILITIES 898 5,544 3,015 -- 9,457
---------- ---------- ---------- ---------- ----------
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock -- -- -- -- --
Class A common stock 4 -- -- -- 4
Class B common stock 166 -- -- -- 166
Additional paid-in capital 7,326 41,825 7,926 (49,751) 7,326
Accumulated (deficit) earnings (3,242) 79,127 (18,292) (75,355) (17,762)
Accumulated other comprehensive gain (loss) -- 359 (17,062) -- (16,703)
---------- ---------- ---------- ---------- ----------
Total shareholders' equity (deficit) 4,254 121,311 (27,428) (125,106) (26,969)
---------- ---------- ---------- ---------- ----------
$ 232,229 $ 156,237 $ 105,170 $ (299,590) $ 194,046
========== ========== ========== ========== ==========
</TABLE>
10
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ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
August 27, 2000
---------------------------------------------------------------------------
Consolidated
Subsidiary Subsidiary Elimination Consolidated
Albecca Inc. Guarantors Nonguarantors Entries Total
------------ ---------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 13,745 $ 1,855 $ 7,721 $ -- $ 23,321
Accounts receivable, net -- 20,291 16,093 -- 36,384
Intercompany accounts receivable -- 73,310 1,336 (74,646) --
Inventories -- 23,617 24,796 -- 48,413
Other current assets 180 987 3,587 -- 4,754
---------- ---------- ---------- ---------- ----------
Total current assets 13,925 120,060 53,533 (74,646) 112,872
PROPERTY, PLANT AND EQUIPMENT, net -- 11,095 25,597 -- 36,692
OTHER LONG-TERM ASSETS 4,894 13,745 22,892 -- 41,531
INVESTMENT IN SUBSIDIARIES 105,452 -- 7,884 (113,336) --
INTERCOMPANY LOANS RECEIVABLE 91,985 -- 532 (92,517) --
---------- ---------- ---------- ---------- ----------
$ 216,256 $ 144,900 $ 110,438 $ (280,499) $ 191,095
========== ========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ -- $ 563 $ 7,123 $ -- $ 7,686
Accounts payable -- 9,484 7,763 -- 17,247
Intercompany accounts payable 67,854 114 6,678 (74,646) --
Accrued liabilities 814 11,856 11,994 -- 24,664
---------- ---------- ---------- ---------- ----------
Total current liabilities 68,668 22,017 33,558 (74,646) 49,597
---------- ---------- ---------- ---------- ----------
LONG-TERM DEBT, less current maturities 148,930 6,085 7,481 -- 162,496
---------- ---------- ---------- ---------- ----------
INTERCOMPANY LOANS PAYABLE -- 388 92,129 (92,517) --
---------- ---------- ---------- ---------- ----------
OTHER LONG-TERM LIABILITIES 220 5,961 2,698 -- 8,879
---------- ---------- ---------- ---------- ----------
SHAREHOLDERS' (DEFICIT) EQUITY:
Preferred stock -- -- -- -- --
Class A common stock 4 -- -- -- 4
Class B common stock 166 -- -- -- 166
Additional paid-in capital 7,326 41,825 7,926 (49,751) 7,326
Accumulated (deficit) earnings (9,058) 68,199 (19,134) (63,585) (23,578)
Accumulated other comprehensive gain (loss) -- 425 (14,220) -- (13,795)
---------- ---------- ---------- ---------- ----------
Total shareholders' (deficit) equity (1,562) 110,449 (25,428) (113,336) (29,877)
---------- ---------- ---------- ---------- ----------
$ 216,256 $ 144,900 $ 110,438 $ (280,499) $ 191,095
========== ========== ========== ========== ==========
</TABLE>
11
<PAGE> 12
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
November 26, 2000 (Unaudited)
------------------------------------------------------------------------
Consolidated
Subsidiary Subsidiary Elimination Consolidated
Albecca Inc. Guarantors Nonguarantors Entries Total
------------ ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 57,134 $ 28,476 $ (2,237) $ 83,373
Cost of sales -- 29,698 17,013 (2,237) 44,474
---------- ---------- ---------- ---------- ----------
Gross profit -- 27,436 11,463 -- 38,899
Operating expenses 18 16,139 9,288 -- 25,445
---------- ---------- ---------- ---------- ----------
Operating (loss) income (18) 11,297 2,175 -- 13,454
Interest income (1,576) -- -- -- (1,576)
Interest expense 5,459 234 197 -- 5,890
Other loss -- -- 549 -- 549
---------- ---------- ---------- ---------- ----------
(Loss) income before provision for income taxes,
minority interest, extraordinary gain and cumulative
effect of a change in accounting principle (3,901) 11,063 1,429 -- 8,591
Provision for income taxes -- 135 744 -- 879
Minority interest -- -- 31 -- 31
---------- ---------- ---------- ---------- ----------
(Loss) income before extraordinary gain and cumulative
effect of a change in accounting principle (3,901) 10,928 654 -- 7,681
Extraordinary gain on repurchase of debt, net of tax 247 -- -- -- 247
---------- ---------- ---------- ---------- ----------
(Loss) income before cumulative effect of a change
in accounting principle (3,654) 10,928 654 -- 7,928
Cumulative effect of adoption of SFAS 133, net of tax -- -- 188 -- 188
Equity in earnings of subsidiaries 11,770 -- -- (11,770) --
---------- ---------- ---------- ---------- ----------
Net income $ 8,116 $ 10,928 $ 842 $ (11,770) $ 8,116
========== ========== ========== ========== ==========
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES $ 8,352 $ (1,210) $ 2,521 $ -- $ 9,663
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment -- (281) (720) -- (1,001)
Proceeds from sales of property, plant
and equipment -- 399 87 -- 486
Changes in other long-term assets 97 (208) (113) -- (224)
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in) investing activities 97 (90) (746) -- (739)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facilities -- 102 4,689 -- 4,791
Repayments of revolving credit facilities -- -- (5,587) -- (5,587)
Proceeds from long-term debt -- 600 8 -- 608
Repayments of long-term debt (3,753) (3) (1,089) -- (4,845)
Distributions to shareholders (2,300) -- -- -- (2,300)
---------- ---------- ---------- ---------- ----------
Net cash (used in) provided by financing activities (6,053) 699 (1,979) -- (7,333)
---------- ---------- ---------- ---------- ----------
EFFECT OF EXCHANGE RATE ON CASH -- (21) 824 -- 803
---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 2,396 (622) 620 -- 2,394
Cash and cash equivalents, beginning of period 13,745 1,855 7,721 -- 23,321
---------- ---------- ---------- ---------- ----------
Cash and cash equivalents, end of period $ 16,141 $ 1,233 $ 8,341 $ -- $ 25,715
========== ========== ========== ========== ==========
</TABLE>
12
<PAGE> 13
ALBECCA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
November 28, 1999 (Unaudited)
---------------------------------------------------------------------
Consolidated
Subsidiary Subsidiary Elimination Consolidated
Albecca Inc. Guarantors Nonguarantors Entries Total
------------ ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 55,589 $ 46,842 $ (2,311) $ 100,120
Cost of sales -- 30,840 28,770 (2,311) 57,299
--------- --------- --------- --------- ---------
Gross profit -- 24,749 18,072 -- 42,821
Operating expenses 84 16,823 15,190 -- 32,097
--------- --------- --------- --------- ---------
Operating (loss) income (84) 7,926 2,882 -- 10,724
Interest income (820) -- -- -- (820)
Interest expense 5,525 101 787 -- 6,413
--------- --------- --------- --------- ---------
(Loss) income before provision for income taxes,
minority interest and extraordinary gain (4,789) 7,825 2,095 -- 5,131
Provision for income taxes -- 120 742 -- 862
Minority interest -- -- 114 -- 114
--------- --------- --------- --------- ---------
(Loss) income before extraordinary gain (4,789) 7,705 1,239 -- 4,155
Extraordinary gain on repurchase of debt, net of tax 2,980 -- -- -- 2,980
Equity in earnings of subsidiaries 8,944 -- -- (8,944) --
--------- --------- --------- --------- ---------
Net income $ 7,135 $ 7,705 $ 1,239 $ (8,944) $ 7,135
========= ========= ========= ========= =========
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 8,900 $ 1,495 $ 1,817 $ -- $ 12,212
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment -- (1,886) (1,688) -- (3,574)
Proceeds from sales of property, plant
and equipment -- 11 497 -- 508
Changes in other long-term assets 430 (203) (164) -- 63
--------- --------- --------- --------- ---------
Net cash provided by (used in) investing activities 430 (2,078) (1,355) -- (3,003)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in intercompany loan balances -- (4) 4 -- --
Proceeds from revolving credit facilities -- -- 7,855 -- 7,855
Repayments of revolving credit facilities -- -- (7,914) -- (7,914)
Proceeds from long-term debt -- -- 2,153 -- 2,153
Repayments of long-term debt (10,840) (1,301) (2,707) -- (14,848)
Distributions to shareholders -- 326 (326) -- --
--------- --------- --------- --------- ---------
Net cash used in financing activities (10,840) (979) (935) -- (12,754)
--------- --------- --------- --------- ---------
EFFECT OF EXCHANGE RATE ON CASH -- 128 (76) -- 52
--------- --------- --------- --------- ---------
NET DECREASE IN CASH (1,510) (1,434) (549) -- (3,493)
Cash and cash equivalents, beginning of period 27,424 1,748 5,886 -- 35,058
--------- --------- --------- --------- ---------
Cash and cash equivalents, end of period $ 25,914 $ 314 $ 5,337 $ -- $ 31,565
========= ========= ========= ========= =========
</TABLE>
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with Albecca's unaudited consolidated financial statements and the related notes
thereto. In this "Management's Discussion and Analysis of Financial Condition
and Results of Operations," all references to the Company's international
operations ("International") include all of Albecca's operations outside of the
U.S.
The following table sets forth certain consolidated statements of
operations data as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three months ended
--------------------------
November 28, November 26,
1999 2000
------------ ------------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 57.2 53.3
------ ------
Gross profit 42.8 46.7
Operating expenses 32.0 30.5
------ ------
Operating income 10.8 16.2
Interest income (0.8) (1.9)
Interest expense 6.4 7.1
Other loss -- 0.7
------ ------
Income before provision for income taxes, minority
interest, extraordinary gain and cumulative
effect of a change in accounting principle 5.2 10.3
Provision for income taxes 0.9 1.1
Minority interest 0.1 --
------ ------
Income before extraordinary gain and cumulative
effect of a change in accounting principle 4.2 9.2
Extraordinary gain on repurchase of debt, net of tax 3.0 0.3
------ ------
Income before cumulative effect of a change in
accounting principle 7.2 9.5
Cumulative effect of adoption of SFAS 133,
net of tax -- .2
------ ------
Net income 7.2% 9.7%
====== ======
</TABLE>
NET SALES
For the first quarter ended November 26, 2000, net sales were $83.4
million compared to $100.1 million for the first quarter ended November 28,
1999. The decrease in net sales for the three months ended November 26, 2000 was
primarily the result of the sale of two international operations completed
during the second and fourth quarters of fiscal year 2000, the closure of an
international operation completed during the third quarter of fiscal year 2000,
and the impact of unfavorable changes in foreign exchange rates. Currency
fluctuations in the first quarter decreased net sales by $4.0 million, primarily
due to a strengthening of the U.S. dollar against major European currencies.
U.S. net sales increased 3.2% for the three months ended November 26, 2000
compared to November 28, 1999, primarily the result of an increase in sales of
branded wood moulding. International net sales decreased 40.1%, primarily due to
the sale of the Mersch operations completed during the second quarter of fiscal
year 2000, the sale of the Brio operations completed during the fourth quarter
of fiscal year 2000, the closure of the United Kingdom - Northampton operation
completed during the third quarter of fiscal year 2000, a decrease in sales in
Canada, The Netherlands, and Sweden, as well as the negative impact of the
strengthening of the U.S. dollar.
COST OF SALES
Cost of sales were $44.5 million for the three months ended November
26, 2000 compared to $57.3 million for the three months ended November 28, 1999.
In the U.S., gross profit increased to 48.2% for the three months ended November
26, 2000 compared to 44.2% for the comparable period in fiscal year 2000. The
increase for the quarter was primarily the result of continued growth in sales
of branded products, a continued decrease in sales of lower margin products
associated with the Company's prior years' acquisitions, and favorable currency
exchange rate movements in certain supplier markets. For the first quarter ended
November 26, 2000, international gross profit margin increased to 43.5% compared
to 41.1% for the first quarter ended November 28, 1999. This increase was
primarily the result of the decrease in net sales of lower margin products
associated with the recently sold Mersch and Brio operations, and a continued
decrease in sales of lower margin products related to the Canadian operation's
prior year acquisitions.
OPERATING EXPENSES
Operating expenses were $25.4 million for the three months ended
November 26, 2000 compared to $32.1 million for the three months ended November
28, 1999. In the U.S., operating expenses as a percentage of net sales decreased
to 28.1% for the three months ended November 26, 2000 compared to 29.7% for the
comparable period in fiscal year 2000. The decrease is primarily the result of
the completion of acquisition related integrations versus ongoing integration
costs in the previous year. For the first quarter ended November 26, 2000,
international operating expenses as a percentage of net sales increased to 35.5%
compared to 34.8% for the comparable period in fiscal year 2000. The increase in
operating expenses as a percentage of net sales is primarily attributable to the
decrease in net sales in Canada, The Netherlands, and Sweden.
14
<PAGE> 15
INTEREST INCOME
Interest income was $1.6 million for the three months ended November
26, 2000 compared to $.8 million for the three months ended November 28, 1999.
The increase resulted primarily from the interest income associated with the
Company's continued acquisition of its senior subordinated notes.
INTEREST EXPENSE
Interest expense was $5.9 million for the three months ended November
26, 2000 compared to $6.4 million for the three months ended November 28, 1999.
The decrease in interest expense is primarily due to the reduction of debt
associated with the sale of the Mersch and Brio businesses, as well as the
repurchase of $30.0 million of the Company's senior subordinated notes during
the preceding twelve months.
OTHER LOSS
Other loss primarily represents realized and unrealized foreign
currency exchange gains and losses on intercompany account balances.
EXTRAORDINARY GAIN ON REPURCHASE OF DEBT
Consistent with its stated objective of using a portion of its cash to
lower its debt, including its senior subordinated notes, in September 2000, the
Company repurchased a portion of its senior subordinated notes with a face value
of $4.0 million. The debt repurchase resulted in an extraordinary gain totaling
$.25 million, net of state income taxes of $.06 million.
NET INCOME
For the reasons set forth above, net income was $8.1 million for the
three months ended November 26, 2000 compared to $7.1 million for the three
months ended November 28, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds have been, and are expected to
continue to be, cash flow from operations and its on-hand cash and cash
equivalents. The Company's principal need for funds historically has been to
finance its working capital (principally inventory and accounts receivable),
capital expenditures, acquisitions and distributions to the Company's
shareholders to pay income taxes as a result of its status as an S corporation.
As of November 26, 2000, the Company had cash and cash equivalents of $25.7
million compared to $23.3 million as of August 27, 2000.
Net cash provided by operating activities was $9.7 million for the
three months ended November 26, 2000 compared to $12.2 million for the three
months ended November 28, 1999. The decrease is primarily attributable to the
positive cash flow generated by the reduction of acquisition related inventories
and the increase in accrued liabilities for the three months ended November 28,
1999 compared to the three months ended November 26, 2000. This impact is
partially offset by the negative cash flow generated from the increase in
accounts receivables for the three months ended November 28, 1999 compared to
the three months ended November 26, 2000. Net cash used in investing activities
decreased to $.7 million for the three months ended November 26, 2000 compared
to $3.0 million for the three months ended November 28, 1999, primarily due to a
decrease in capital expenditures as a result of the completion of the Company's
new manufacturing plant in Ashland, Wisconsin. Net cash used in financing
activities decreased to $7.3 million for the three months ended November 26,
2000 compared to $12.8 million for the three months ended November 28, 1999,
primarily due to a decrease in the amount of its senior subordinated debt
repurchased by the Company. The Company repurchased senior subordinated debt
with a face value of $4.0 million for the three months ended November 26, 2000
compared to $13.8 million during the prior comparable period.
As of November 26, 2000, the Company had outstanding indebtedness of
approximately $164.0 million, consisting of $145.0 million in principal amount
of the August 1998 senior subordinated debt and $19.0 million of other
indebtedness. At August 27, 2000, the Company had outstanding indebtedness of
approximately $170.2 million, consisting of $148.9 million in principal amount
of the notes and $21.3 million of other indebtedness.
Albecca's ability to make scheduled payments of the principal of, or to
pay the interest or liquidated damages, if any, on, or to refinance its
indebtedness, including the August 1998 senior subordinated debt, or to fund
planned capital or other expenditures, will depend on its future financial or
operating performance, which will be affected by prevailing economic conditions
and financial, business and other factors, many of which are beyond its control.
Based upon the current levels of operations, management believes that cash flow
from operations and available cash and cash equivalents will provide adequate
funds for the Company's foreseeable working capital needs, capital expenditures,
scheduled payments of principal and interest on its indebtedness, including the
senior subordinated debt, and acquisitions. There is no certainty that Albecca's
business will generate sufficient cash flow from operations or that future
borrowings will be available in an amount sufficient to enable Albecca to
service its indebtedness, including the senior subordinated debt, or to make
anticipated capital and other expenditures.
15
<PAGE> 16
RECENT ACCOUNTING PRONOUNCEMENTS
In July and September 2000, the Emerging Issues Task Force (EITF)
reached a consensus on Issue 00-10 "Accounting for Shipping and Handling Fees
and Costs." EITF Issue 00-10 requires that all amounts billed to a customer in a
sale transaction for shipping and handling be classified as sales, and
recommends that shipping and handling expenses be classified as cost of sales.
The Company currently classifies most shipping and handling revenues and costs,
on a net basis, in selling and administrative expense. Accordingly, the Company
has determined that EITF Issue 00-10 will require reclassification of shipping
and handling revenues and costs, but does not believe EITF Issue 00-10 will
impact its financial condition or net income. The effective date of this
standard is the fourth quarter of the Company's fiscal year 2001.
EUROPEAN UNION CURRENCY CONVERSION
On January 1, 1999, eleven member nations of the European Economic and
Monetary Union began using a common currency, the Euro. For a three-year
transition period ending June 30, 2002, both the Euro and each of the currencies
for such member countries will remain in circulation. After June 30, 2002, the
Euro will be the sole legal tender for those countries. The adoption of the Euro
will affect many financial systems and business applications as the commerce of
those countries may be transacted both in the Euro and the existing national
currency during the transition period. Significant portions of the Company's
revenue have been historically generated in Europe. Of the eleven countries
currently using the Euro, the Company has subsidiary operations in Austria,
Finland, France, Germany, Italy, and the Netherlands. The Company has assessed
the potential impact of the Euro conversion in a number of areas, particularly
on pricing and other marketing strategies. Although the Company does not
currently expect that the conversion, either during or after the transition
period, will have an adverse effect on its operations or financial condition,
there can be no assurance that it will not have some unexpected adverse impact.
FORWARD LOOKING STATEMENTS
When used in this Form 10-Q and in future filings by the Company with
the Securities and Exchange Commission and in its press releases, and in other
written or oral statements made by the Company's representatives, the words and
phrases "will likely result," "are expected to," "will continue," "is
anticipated," "estimates," "projects," "believes," "plans," "anticipates,"
"intends," "may," or similar expressions, are intended to identify "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward looking statements include, without limitation,
the Company's expectations regarding sales, earnings, or other future financial
performance and liquidity, and general statements about future operations and
operating results. Although the Company believes that its expectations are based
on reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors that could cause actual results to
differ from expectations include, without limitation, (i) the timing and expense
associated with, and effects of, cost-reduction and integration initiatives
being implemented by the Company; (ii) general competitive factors and the
overall financial condition of the custom framing industry, the retail industry
and the general economy; (iii) change in retailer or consumer acceptance of the
Company's products; (iv) consolidations and restructurings in the retail
industry causing a decrease in the number of stores that sell the Company's
products; (v) social, political, and economic risks to the Company's foreign
operations and customers; (vi) changes in the laws, regulations, and policies,
including changes in accounting standards, that affect, or will affect, the
Company in the United States and internationally; (vii) shipment delays,
depletion of inventory, service problems; and (viii) changes in product mix to
ones which are less profitable. The Company assumes no responsibility to update
forward-looking statements made herein or elsewhere.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company's disclosures
related to certain market risks as reported under Item 7A, "Quantitative and
Qualitative Disclosures About Market Risk," in the Company's Form 10-K for the
fiscal year ended August 27, 2000, as filed with the Securities and Exchange
Commission.
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
NO. DESCRIPTION
<TABLE>
<S> <C>
3.1 Amended and Restated Articles of Incorporation of Albecca (incorporated
by reference to Exhibit 3.1 of Albecca's Registration Statement on Form
S-4 (No. 333-67975) as filed with the SEC on November 25, 1998 and
declared effective by the SEC on February 12, 1999).
3.2 Amended and Restated Bylaws of Albecca (incorporated by reference to
Exhibit 3.2 of Albecca's Registration Statement on Form S-4 (No.
333-67975) as filed with the SEC on November 25, 1998 and declared
effective by the SEC on February 12, 1999).
4.1 Indenture dated August 11, 1998, among Albecca Inc. and State Street
Bank & Trust, as trustee, relating to the Notes (the
"Indenture")(incorporated by reference to Exhibit 4.1 of Albecca's
Registration Statement on Form S-4 (No. 333-67975) as filed with the
SEC on November 25, 1998 and declared effective by the SEC on February
12, 1999).
4.2 Form of 10 3/4% Senior Note due 2008 of Albecca Inc. (the "New
Notes")(included as Exhibit A of the Indenture filed as Exhibit 4.1).
</TABLE>
b. Reports on Form 8-K:
None
17
<PAGE> 18
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.
ALBECCA INC.
(registrant)
Date: January 10, 2001 By: /s/ Craig A. Ponzio
-----------------------------------
Craig A. Ponzio, Chairman of the
Board, President, Chief Executive
Officer (Principal Executive
Officer)
Date: January 10, 2001 By: /s/ R. Bradley Goodson
-----------------------------------
R. Bradley Goodson,
Vice President Finance,
Chief Financial Officer
(Principal Financial Officer)
18
