<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
---------------------------
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 0-828
-----------------------------
BIRD CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3082903
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1077 PLEASANT STREET NORWOOD, MA 02062
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 551-0656
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed,
since last report.)
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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 1, 1997. 4,149,944 shares.
<PAGE> 2
BIRD CORPORATION
----------------
INDEX
PAGE NO.
--------
Part I. Financial Information:
Condensed Consolidated Balance Sheets
June 30, 1997 and December 31, 1996 .................................... 2
Condensed Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 1997 and 1996 ...................... 4
Condensed Consolidated Statements of Cash Flows for the
Three and Six Months Ended June 30, 1997 and 1996 .................... 5
Notes to Condensed Consolidated Financial Statements ...................... 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations ..........................10
Part II. Other Information ................................................13
1
<PAGE> 3
BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share, par value, and liquidation value data)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 410 $ 2,310
Accounts and notes receivable 8,665 5,344
Allowance for doubtful accounts (130) (153)
Inventories 7,781 5,273
Prepaid expenses and other assets 354 784
Deferred income taxes 435 435
------- -------
Total current assets 17,515 13,993
------- -------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 3,099 3,099
Buildings 7,017 6,936
Machinery and equipment 30,830 30,455
Construction in progress 388 255
------- -------
41,334 40,745
Less - Depreciation 20,182 18,805
------- -------
21,152 21,940
------- -------
Deferred income taxes 3,631 3,631
Other assets 43 105
------- -------
$42,341 $39,669
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share, par value, and liquidation value data)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 9,260 $ 8,441
Revolving line of credit 3,350 0
Long term debt, portion due within one year 1,300 2,177
-------- --------
Total current liabilities 13,910 10,618
Long term debt, portion due after one year 61 255
Other liabilities 3,314 3,526
-------- --------
Total liabilities 17,285 14,399
-------- --------
STOCKHOLDERS' EQUITY:
5% cumulative preferred stock, par value $100. Authorized 15,000 shares;
issued 5,795 shares in 1997 and 5,820 shares in 1996 (liquidating
preference $110 per share, aggregating $637,000 in
1997 and $640,000 in 1996) 580 582
Preference stock, par value $1. Authorized 1,500,000 shares; issued 814,300
shares of $1.85 cumulative convertible preference stock (liquidating
preference $20 per share,
aggregating $16,286,000) 814 814
Common stock, par value $1. Authorized 15,000,000 shares;
4,425,056 shares issued in 1997 and 4,414,991 shares
issued in 1996 4,425 4,415
Other capital 27,480 27,436
Retained earnings (deficit) (5,252) (4,986)
-------- --------
28,047 28,261
Less -
Treasury stock, at cost:
Common - 275,112 shares in 1997 and 275,102
shares in 1996 (2,991) (2,991)
-------- --------
25,056 25,270
-------- --------
$ 42,341 $ 39,669
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 13,160 $ 14,960 $ 22,366 $ 21,406
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 10,788 12,018 19,244 18,575
Selling, general and administrative expense 1,478 2,070 2,865 3,444
Interest expense 103 142 139 217
Gain on disposal of businesses 0 (470) 0 (470)
---------- ---------- ---------- ----------
Total costs and expenses 12,369 13,760 22,248 21,766
---------- ---------- ---------- ----------
Earnings (loss) before income taxes 791 1,200 118 (360)
Provision (benefit) for income taxes 0 0 0 0
---------- ---------- ---------- ----------
Net earnings (loss) before dividends 791 1,200 118 (360)
Preferred and preference stock
cumulative dividends 384 384 768 768
---------- ---------- ---------- ----------
Net earnings (loss) applicable to common
stockholders $407 $816 $ (650) $ (1,128)
========== ========== ========== ==========
Primary earnings (loss) per common share
after dividends $0.10 $0.20 $ (0.16) $ (0.27)
========== ========== ========== ==========
Average number of shares used in primary
earnings per share computations 4,148,982 4,159,402 4,145,736 4,124,953
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------------------------------
1997 1996
-------------- -------------
<S> <C> <C>
Cash flow provided (used) by operations:
Net earnings (loss) $ 118 $ (360)
Adjustments to reconcile to net cash used by operations:
Depreciation and amortization 1,476 1,340
Provision for losses on accounts receivable (23) 78
Changes in balance sheet items:
Accounts receivable (3,321) (4,411)
Inventories (2,508) (1,271)
Prepaid expenses 331 242
Liabilities not related to financing activities 991 940
Other assets 62 (70)
------- -------
Cash flow used by operations (2,874) (3,512)
------- -------
Cash flows used in investing activities:
Acquisition of property, plant and equipment (589) (627)
Cash flows from financing activities:
Debt proceeds 5,250 4,050
Debt repayments (2,971) (2,986)
Dividends paid (768) (384)
Other equity changes 52 50
------- -------
Net cash provided by financing activities 1,563 730
------- -------
Net decrease in cash and equivalents (1,900) (3,409)
Cash and equivalents at beginning of year 2,310 3,679
------- -------
Cash and equivalents at end of period $ 410 $ 270
======= =======
</TABLE>
5
<PAGE> 7
BIRD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. In the opinion of Bird Corporation (the "Company"), the accompanying
unaudited Condensed Consolidated Financial Statements contain all
adjustments (consisting of only normal, recurring accruals) necessary to
present fairly its financial position as of June 30, 1997 and December 31,
1996 and the results of its operations and cash flows for the three and six
month periods ended June 30, 1997 and 1996. Certain amounts in the three
and six month periods of 1996 have been reclassified to conform to the
current year presentation.
2. The Company's business is seasonal to the extent that activity in the
outside repair and remodeling business and in new construction declines in
certain areas of the country during the winter months. Accordingly, the
results of operations for the three and six month periods ended June 30,
1997 and 1996 are not necessarily indicative of the results to be expected
for the full year.
3. Primary earnings(loss) per common share are determined after deducting the
dividend requirements of the preferred and preference shares and are based
on the weighted average number of common shares outstanding during each
period increased by the effect of dilutive stock options. Fully diluted
earnings(loss) per common share also give effect to the reduction in
earnings per share, if any, which would result from the conversion of the
$1.85 cumulative convertible preference stock at the beginning of each
period if the effect is dilutive.
In February 1997, the Financial Accounting Standards Board issued
"Statement of Financial Accounting Standards No. 128 Earnings per
Share"("FAS 128"). This pronouncement will be effective for the Company's
year ended December 31, 1997 financial statements. FAS 128 will supersede
the pronouncement of the Accounting Principles Board("APB") No. 15. The
statement eliminates the calculation of primary earnings per share and
requires the disclosure of Basic Earnings per Share and Diluted Earnings
per Share (formerly referred to as fully diluted earnings per share), if
applicable. Basic Earnings per Share for the three and six month periods
ended June 30, 1997 and 1996 are equivalent to primary earnings per common
share after dividends as presented on the consolidated statements of
operations. Diluted Earnings per Share are equivalent to fully diluted
earnings (loss) per common share disclosed above.
6
<PAGE> 8
BIRD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(CONTINUED)
4. It is not practical to separate LIFO inventories by raw materials and
finished goods components; however, the following table presents these
components on a current cost basis with the LIFO reserve shown as a
reduction (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- -----------
<S> <C> <C>
Current costs:
Raw materials $ 1,503 $ 1,378
Finished goods 6,476 4,093
------- --------
7,979 5,471
Less: LIFO reserve 198 198
------- -------
$ 7,781 $ 5,273
======= =======
</TABLE>
5. The Company's borrowing and debt obligations are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Debt Obligations:
Term loan $ 919 $ 1,804
Revolving Credit Facility 3,350 0
Obligations under capital leases 442 628
------- -------
4,711 2,432
Less - portion due within one year 4,650 2,177
------- -------
Long Term Debt $ 61 $ 255
======= =======
</TABLE>
Letters of credit outstanding as of June 30, 1997 totaled $855,000. The
Company plans to continue its aggressive efforts of managing working
capital as a means of generating funds. The company's external financing
needs are augmented by the ability of its wholly owned subsidiary, Bird
Incorporated ("Bird") to borrow under the Loan and Security Agreement (the
"Loan Agreement") dated November 30, 1994 between Bird and Fleet Capital
Corporation.
During the period January 1 through April 30, the Loan Agreement provided a
$2 million over advance on accounts receivable and inventories in order to
assist Bird in assuring adequate funding of any seasonal build-up of
accounts receivable during the winter months. The availability calculation
does not allow borrowings to the full extent of the revolving credit
commitment due to the seasonality of the building materials manufacturing
business.
7
<PAGE> 9
BIRD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The interest rates on outstanding revolver and term loan borrowings at June
30, 1997 were 8.5% and 8.4375%, respectively. As of June 30, 1997, Bird was
in compliance with each of the prescribed financial and operating covenants
as outlined in the Loan Agreement.
On July 8, 1997, Bird Incorporated replaced its existing Loan Agreement
with a new three year, $15,000,000 Revolving Credit and Security Agreement
("Credit Agreement") with Fleet National Bank. Up to $3 million of the
revolving credit facility can be used for letters of credit.
Borrowings by Bird Incorporated under the Credit Agreement are guaranteed
by the Company and the Company's other subsidiaries and are secured by
accounts receivable and inventory. The revolving credit line availability
is determined with reference to a percentage of accounts receivable and
inventory. Under the new Credit Agreement, the availability calculation
does not allow borrowings to the full extent of the revolving credit
commitment, due to the seasonality of the building materials manufacturing
business. As of July 24, 1997, an aggregate of $10,600,000 was available to
the Company under the terms of the Credit Agreement of which $5,500,000
remains available, net of current borrowings and letters of credit.
The Credit Agreement contains financial and operating covenants which,
among other things (i) require the Company to maintain prescribed levels of
tangible net worth, total liabilities to tangible net worth, fixed charge
coverage ratio and (ii) place limits on the company's capital expenditures.
Interest on the new revolving credit commitment accrues at the Fleet Bank
base rate less 1/2% (as specified in such Credit Agreement) or the London
Interbank Offering Rate ("LIBOR") plus 1 1/2% at the Company's election.
The interest rate on outstanding borrowings at July 24, 1997 was 7.11%.
6. Since 1981 Bird has been named as a defendant in approximately 650 product
liability cases throughout the United States by persons claiming to have
suffered asbestos-related diseases as a result of alleged exposure to
asbestos used in products manufactured and sold by Bird. Approximately 200
of these cases are currently pending and costs of approximately $2 million
in the aggregate have been incurred in the defense of these claims since
1981. Employers Insurance of Wausau has accepted the defense of these cases
under an agreement for sharing of the costs of defense, settlements and
judgments, if any. At June 30, 1997, the Company has a reserve of $950,000
to cover the estimated cost of these claims. In light of the nature and
merits of the claims alleged, in the opinion of management, the resolution
of these remaining claims will not have a material adverse effect on the
results of operations or financial condition of the Company.
In 1986, the Company, along with numerous other companies, was named by the
United States Environmental Protection Agency ("EPA") as a Potentially
Responsible Party ("PRP")
8
<PAGE> 10
BIRD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(CONTINUED)
under the Comprehensive Environmental Response, Compensation, and Liability
Act, as amended, 42 U.S.C. Paragraph 9601, et seq. ("CERCLA"), in
connection with the existence of hazardous substances at a site known as
the Fulton Terminal Superfund site located in Fulton, Oswego County, New
York. On September 28, 1990 the Company and a number of other PRPs reached
a negotiated settlement with the EPA pursuant to which the settling PRPs
agreed to pay the costs of certain expenses in connection with the
proceedings, and to pay certain other expenses including the costs and
expenses of administering a trust fund to be established by the settling
PRPs. The settlement agreement is embodied in a consent decree lodged with
the United States District Court for the Western District of New York and
fixed the Company's proportionate share of the total expenses. The soil has
been cleaned-up and the groundwater is now being treated. The remaining
cost to the Company of the remedial work and other expenses covered by the
settlement agreement is estimated to be approximately $350,000 payable over
the next three years. At June 30, 1997, the Company has a reserve of
$350,000 to cover the estimated cost of the Company's remaining
proportionate share (i.e., 17%) of the cost to clean-up the groundwater.
Under a cost-sharing arrangement set forth in a consent decree with the
EPA, the other PRPs have agreed to incur 83% of the aggregate cost of
remediation of this site. Based on information currently available to the
Company, management believes that it is probable that the major responsible
parties will fully pay the cost apportioned to them. Management believes
that, based on its financial position and the estimated accrual recorded,
its remediation expense with respect to this site is not likely to have a
material adverse effect on its consolidated financial position or results
of operations of the Company.
7. Restrictions on the payment of dividends on common and preference stock are
imposed by the terms of the Loan Agreement. Payment of dividends on
preferred stock are permitted under the Loan Agreement. As of June 30,
1997, all dividends on the preferred stock have been declared and paid in
full. The quarterly dividend on the preference stock due February 15 and
May 15 have, with the consent of Fleet Capital, been declared and paid in
full. The quarterly dividend on the preferred stock due September 1, 1997
in the amount of $7,000 and the quarterly dividend on the preference stock
due August 15, 1997 in the amount of $377,000 were declared on July 22,
1997 and are expected to be paid in full. Dividends are in arrears on the
preference stock in the aggregate amount of $1,506,000 for the four
quarterly periods ended February 15, 1995 and $377,000 for the quarterly
period ended May 15, 1996.
8. Bird warrants under certain circumstances, that its building material
products meet certain manufacturing specifications. The warranty policy is
unique to each portion of the labor and material cost and requires the
owner to meet specific criteria such as proof of purchase, etc. Bird offers
the original manufacturer's warranty only as part of the original sale and
at no additional cost to the customer. In addition, for marketing
considerations, Bird makes elective settlements in response to customer
complaints. Bird records the liability for warranty claims when it
determines that a specific liability exists or a payment will be made.
9
<PAGE> 11
BIRD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
- -------------------
As of June 30, 1997, the Company had cash and equivalents on hand totaling
$410,000 and total debt of approximately $4.7 million. Letters of credit
outstanding as of June 30, 1997 totaled $855,000. The Company plans to continue
its aggressive efforts of managing working capital as a means of generating
funds. The Company's external financing needs are augmented by the ability of
its wholly owned subsidiary, Bird Incorporated ("Bird"), to borrow under the
Loan and Security Agreement (the "Loan Agreement") dated November 30, 1994
between Bird and Fleet Capital Corporation.
During the period January 1 through April 30, the Loan Agreement provided a $2
million over-advance on accounts receivable and inventories in order to assist
Bird in assuring adequate funding of any seasonal build-up of accounts
receivable during the winter months. The availability calculation does not allow
borrowings to the full extent of the revolving credit commitment due to the
seasonality of the building materials manufacturing business. The interest rates
on outstanding revolver and term loan borrowings at June 30, 1997 were 8.5% and
8.4375%, respectively. As of June 30, 1997, Bird was in compliance with each of
the prescribed financial and operating covenants as outlined in the Loan
Agreement.
On July 8, 1997, Bird Incorporated replaced its existing Loan Agreement with a
new three year, $15,000,000 Revolving Credit and Security Agreement ("Credit
Agreement") with Fleet National Bank. Up to $3 million of the revolving credit
facility can be used for letters of credit.
Borrowings by Bird Incorporated under the Credit Agreement are guaranteed by the
Company and the Company's other subsidiaries and are secured by accounts
receivable and inventory. The revolving credit line availability is determined
with reference to a percentage of accounts receivable and inventory. Under the
new Credit Agreement, the availability calculation does not allow borrowings to
the full extent of the revolving credit commitment, due to the seasonality of
the building materials manufacturing business. As of July 24, 1997, an aggregate
of $10,600,000 was available to the Company under the terms of the Credit
Agreement of which $5,500,000 remains available, net of current borrowings and
letters of credit.
The Credit Agreement contains financial and operating covenants which, among
other things (i) require the Company to maintain prescribed levels of tangible
net worth, total liabilities to tangible net worth, fixed charge coverage ratio
and (ii) place limits on the company's capital expenditures.
Interest on the new revolving credit commitment accrues at the Fleet Bank base
rate less 1/2% (as specified in such Credit Agreement) or the London Interbank
Offering Rate ("LIBOR") plus 1 1/2% at the Company's election. The interest rate
on outstanding borrowings at July 24, 1997 was 7.11%.
10
<PAGE> 12
BIRD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(CONTINUED)
Net cash and cash equivalents decreased during the six month period ended June
30, 1997 by approximately $1.9 million. The cash used by operations for the
period ended June 30, 1997 decreased by $638,000 from $3,512,000 to $2,874,000
as compared to the same period in 1996. Cash used by operations was attributable
to several changes in the balance sheet such as an a increase of $3,321,000 in
trade accounts receivable and an increase of $2,508,000 in inventories, offset
by an increase of $991,000 in liabilities not relating to financing activities.
Due to the seasonality of the roofing business, the winter and spring months are
historically the time when the Company builds its inventory in anticipation of
sales for the summer and fall.
The Company used $589,000 in investing activities for the period ended June 30,
1997 as compared to $627,000 of cash used for capital expenditures during the
same period in the prior year.
The net cash resulting from financing activities changed by $833,000 from the
same period in the prior year. Cash provided by financing activities during 1997
was primarily due to approximately $2.3 million of net borrowings as compared to
1996 when the Company had net borrowings of approximately $1.1 million.
The Company believes that cash flows generated from operations and funds
available as a result of its borrowing capacity will be adequate to meet its
working capital, projected capital expenditures and other financing needs.
RESULTS OF OPERATIONS
- ---------------------
Net sales increased $960,000 or 4.5% for the first six months of 1997 compared
to the same period in the prior year. The Company's net sales decreased $1.8
million or 12% for the second quarter of 1997 compared to the same quarter in
the prior year. The first quarter of 1996 was adversely affected by severe
weather conditions, consequently, pent-up demand was released generating higher
sales volume in the second quarter of 1996. Conversely, mild weather conditions
in the northeastern region of the United States during the first quarter of 1997
accelerated sales normally made in the second quarter.
The Company's cost of sales for the first six months of 1997 compared to the
same period in the prior year increased 3.6% from $18,575,000 to $19,244,000
primarily attributable to sales volume. The Company's cost of sales for the
second quarter of 1997 compared to the same period in the prior year decreased
10.2% from $12,018,000 to $10,788,000 primarily due to the decrease in sales
volume. For the three and six month periods ended June 30, 1997, cost of sales
as percentage of sales increased 1.7% and decreased .7%, respectively, as
compared to the same periods in the prior year. The fluctuations related
primarily to volume variances and lower conversion costs.
11
<PAGE> 13
BIRD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(CONTINUED)
Selling, general and administrative ("SG&A") expenses for the three months ended
June 30, 1997 decreased 28.6% from $2,070,000 to $1,478,000 and decreased 16.8%
for the six month comparative period from $3,444,000 to $2,865,000. SG&A
expenses for the three and six month periods ended June 30, 1996 included costs
of approximately $300,000 and $650,000, respectively, associated with the
terminated merger agreement with CertainTeed Corporation.
Interest expense decreased approximately 27.5% from $142,000 to $103,000 for the
second quarter of 1997 compared to the second quarter of 1996. For the six
months ended June 30, 1997, interest expense decreased approximately 35.9% or
$78,000 as compared to the same period in the prior year. The decreased interest
expense relates to the reduction of debt.
During the second quarter of 1996, the Company favorably settled a legal dispute
related to the cancellation of a Supply and Sales Representative Agreement with
a former business partner. The settlement agreement called for Bird to receive
total payments of $410,000 which was recorded as a "Gain on Disposal of
Businesses".
No tax provision was recorded for the six month period ended June 30, 1997 as
the company expects to utilize existing loss carryforwards to offset any future
tax obligations. For the six month period ended June 30, 1996, no tax benefit
was recorded as there was no reasonable assurance that related deferred tax
assets would be realized in future taxable years.
The roofing business is seasonal to the extent that activity in the outside
repair and remodeling business and in new construction declines in certain areas
of the country during the winter months. Severe weather conditions also have a
negative impact on short term profitability. Accordingly, the results of
operations for the six month period ended June 30, 1997 are not necessarily
indicative of the results to be expected for the full year.
12
<PAGE> 14
BIRD CORPORATION
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities
- -----------------------------
The Loan and Security Agreement dated as of November 30, 1994 ("Loan
Agreement") by and among Bird Incorporated, a wholly owned subsidiary of
the Company, and Fleet Capital imposes restrictions on the Company with
respect to the purchase, redemption, or other retirement of, or any other
distribution on or in respect of any shares of any class of capital stock
of the Company with the exception of payments of dividends on the Company's
5% cumulative preferred stock ("Preferred Stock"). Dividends on the
Preferred Stock may not exceed $35,000 in any fiscal year.
The Company is in arrears in the payment of dividends on its $1.85
cumulative preference stock ("Preference Stock"). (See Item 3 (b), below).
The Articles of Organization of the Company provide that in the event that
full cumulative dividends on the Preference Stock have not been declared
and paid, the Company may not declare or pay any dividends or make any
distributions on, or make payment on its common stock, until full
cumulative dividends on the Preference Stock are declared and paid or set
aside for payment.
Item 3. Defaults Upon Senior Securities
- ----------------------------------------
(b) Dividends are in arrears on the Preference Stock in the aggregate
amount of $1,506,000 for the four quarterly periods ended February 15,
1995 and $377,000 for the quarterly period ended May 15, 1996.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
(a) Proxies for the annual meeting were solicited pursuant to Regulation
14A under the Securities Exchange Act of 1934, there was no
solicitation in opposition to management's nominees for the Board of
Directors, as listed in the Proxy Statement for the meeting, and all
of such nominees were elected.
(b) A brief description of each matter voted upon at the meeting, and the
results of voting, are as follows:
(i) Election of three directors to the class whose term expires in
2000:
FOR WITHHELD
----------------- --------------
Herbert I. Corkin 3,727,592 Shares 16,112 Shares
R. Keith Long 3,727,492 Shares 16,212 Shares
Joseph D. Vecchiolla 3,721,992 Shares 21,712 Shares
13
<PAGE> 15
BIRD CORPORATION
PART II - OTHER INFORMATION
---------------------------
(CONTINUED)
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibit 11 - Statement Regarding computation of per Share
Earnings
(b) Reports on Form 8-K. None
14
<PAGE> 16
BIRD CORPORATION
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.
BIRD CORPORATION
--------------------------------
Date: July 29, 1997
/s/ Richard C. Maloof
-----------------------------------------
Richard C. Maloof
President and Chief Operating Officer
/s/ Donald L. Sloper, Jr.
-----------------------------------------
Donald L. Sloper, Jr.
Controller (Principal Accounting Officer)
<PAGE> 17
BIRD CORPORATION
EXHIBIT INDEX
-------------
Sequential
EXHIBIT NO. Page No.
- ----------- --------
11 Statement regarding computation of per share earnings
<PAGE> 1
EXHIBIT 11
BIRD CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE (1)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
--------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Primary earnings per share
- --------------------------
Net earnings (loss) $ 791 $ 1,200 $ 118 $ (360)
Deduct dividend requirements:
Preferred stock (7) (7) (14) (14)
Convertible preference stock (377) (377) (754) (754)
----------- ----------- ----------- -----------
Net earnings (loss) applicable to
common stock $ 407 $ 816 $ (650) $ (1,128)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding (1) 4,148,125 4,127,164 4,145,736 4,124,953
Assuming exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options (2) 857 32,238 0 0
----------- ----------- ----------- -----------
Weighted average number of common
shares outstanding as adjusted 4,148,982 4,159,402 4,145,736 4,124,953
=========== =========== =========== ===========
Primary earnings (loss) per common share $ 0.10 $ 0.20 $ (0.16) $ (0.27)
=========== =========== =========== ===========
</TABLE>
(1) See Note 3 of Notes to Consolidated Financial Statements.
(2) APB 15 paragraph 30 indicates computation of primary earnings per share
should not give effect to common stock equivalents if their inclusion has
the effect of decreasing the loss per share amount otherwise computed or is
anti-dilutive.
<PAGE> 2
BIRD CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE (1)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ------------------------------
1997 1996 1997 1996
------------ --------------- -------------- -------------
<S> <C> <C> <C> <C>
Fully diluted earnings per share (2)
- ------------------------------------
Net earnings (loss) $ 791 $ 1,200 $ 118 $ (360)
Deduct dividend requirements of
preferred stock (7) (7) (14) (14)
----------- ----------- ----------- -----------
Net earnings (loss) applicable to
common stock 784 1,193 104 $ (374)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding (1) 4,148,125 4,127,164 4,145,736 4,124,953
Assuming exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options (3) 857 32,238 20,871 0
Assuming conversion of convertible
preference stock 731,955 731,955 731,955 731,955
----------- ----------- ----------- -----------
Weighted average number of common
shares outstanding as adjusted 4,880,937 4,891,357 4,898,562 4,856,908
=========== =========== =========== ===========
Fully diluted earnings (loss) per common share $ 0.16 $ 0.24 $ 0.02 $ (0.08)
=========== =========== =========== ===========
</TABLE>
(1) See Note 3 of Notes to Consolidated Financial Statements.
(2) These calculations are submitted in accordance with Securities Exchange Act
of 1934, Release No. 9083, although in certain instances, it is contrary to
paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive
result.
(3) APB 15 paragraph 30 indicates computation of primary earnings per share
should not give effect to common stock equivalents if their inclusion has
the effect of decreasing the loss per share amount otherwise computed or is
anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10 Q
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 410,000
<SECURITIES> 0
<RECEIVABLES> 8,665,000
<ALLOWANCES> 130,000
<INVENTORY> 7,781,000
<CURRENT-ASSETS> 17,515,000
<PP&E> 41,334,000
<DEPRECIATION> 20,182,000
<TOTAL-ASSETS> 42,341,000
<CURRENT-LIABILITIES> 13,910,000
<BONDS> 61,000
0
1,394,000
<COMMON> 4,425,000
<OTHER-SE> 22,228,000
<TOTAL-LIABILITY-AND-EQUITY> 42,341,000
<SALES> 22,366,000
<TOTAL-REVENUES> 22,366,000
<CGS> 19,244,000
<TOTAL-COSTS> 19,244,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139,000
<INCOME-PRETAX> 118,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 118,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 118,000
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
