<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13
or 15(d) of the
Securities Exchange Act of 1934
Commission File No. 0-603
FOR QUARTER ENDED MARCH 31, 1995
BUTLER MANUFACTURING COMPANY
Incorporated in State of Delaware
BMA Tower - Penn Valley Park
Post Office Box 419917
Kansas City, Missouri 64141-0917
Phone: (816) 968-3000
I.R.S. Employer Identification Number: 44-0188420
Shares of common stock outstanding at
MARCH 31, 1995: 4,908,553
The name, address and fiscal year of the Registrant have not changed since the
last report.
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,
and (2) has been subject to such filing requirements for the past 90 days.
<PAGE> 2
INDEX
PART I. - FINANCIAL INFORMATION Page Number
ITEM 1. Financial Statements
(1) Condensed Consolidated Financial Statements (unaudited):
Consolidated Statements of Operations for the Three Month
Periods Ended March 31, 1995 and 1994. 3
Consolidated Balance Sheets as of March 31, 1995 and
December 31, 1994. 4
Consolidated Statements of Cash Flows for the Three Month
Periods Ended March 31, 1995 and 1994. 5
(2) Statement as to Review and Presentation. 5
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 6
PART II. - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 7
Page 2
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BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three month periods ended March 31, 1995 and 1994
(unaudited)
($000's omitted except for per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------------
1995 1994
---------- ---------
<S> <C> <C>
Net sales $ 194,852 $ 117,067
Cost of sales 162,708 99,203
--------- ---------
Gross profit 32,144 17,864
Selling, general, and administrative expenses 24,316 18,958
--------- ---------
Operating income (loss) 7,828 (1,094)
International joint venture income (loss), net 393 550
Other income (expense), net (544) (602)
--------- ---------
Earnings (loss) before interest and taxes 7,677 (1,146)
Interest expense 1,036 731
--------- ---------
Pretax earnings (loss) 6,641 (1,877)
Income tax expense (benefit) 3,029 (476)
--------- ---------
Net earnings (loss) $ 3,612 $ (1,401)
========= =========
Earnings (loss) per common share* $ .72 $ (.29)
========= =========
</TABLE>
*Earnings (loss) per common share are based on net earnings (loss) and the
average number of common shares outstanding during each period. The weighted
average number of shares outstanding used in the computation of earnings (loss)
per common share are as follows:
Three months ended March 31, 1995 5,040,281
Three months ended March 31, 1994 4,751,792
Page 3
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BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1995 and December 31, 1994
(unaudited)
(000's omitted)
<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 21 $ 5,284
Receivables, net 96,024 95,277
Inventories:
Raw materials 47,410 34,732
Work in process 6,382 5,462
Finished goods 35,477 28,105
Lifo reserve (9,699) (9,393)
---------- ----------
Total inventory 79,570 58,906
Real estate developments in progress 10,500 15,985
Deferred tax assets 7,538 7,538
Other current assets 6,258 5,662
---------- ----------
Total current assets 199,911 188,652
Investments and other assets, at cost 21,434 20,371
Assets held for sale 13,587 13,587
Property, plant and equipment, at cost 188,902 184,576
Less accumulated depreciation (137,818) (136,050)
---------- ----------
Net property, plant and equipment 51,084 48,526
---------- ----------
$ 286,016 $ 271,136
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 11,908 70
Current maturities of long-term debt 466 2,474
Accounts payable 86,476 81,092
Dividends payable --- 487
Accrued liabilities 41,461 46,987
Taxes on income 6,941 4,970
---------- ----------
Total current liabilities 147,252 136,080
Deferred taxes on income 4,685 4,685
Other noncurrent liabilities 11,125 11,006
Long-term debt, less current maturities 40,182 40,263
Shareholders' equity:
Common stock, no par value, authorized
13,000,000 shares, issued 6,058,800 shares,
at stated value 12,623 12,623
Cumulative foreign currency translation adjustment 351 194
Retained earnings 102,143 99,579
---------- ----------
115,117 112,396
Less cost of common stock in treasury, 1,150,247
shares in 1995 and 1,188,885 shares in 1994 32,345 33,294
---------- ----------
Total shareholders' equity 82,772 79,102
---------- ----------
$ 286,016 $ 271,136
========== ==========
</TABLE>
Page 4
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BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three month periods ended March 31, 1995 and 1994
(unaudited)
(000's omitted)
<TABLE>
<CAPTION>
1995 1994
--------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 3,612 $ (1,401)
Adjustments to reconcile net earnings (loss) to net
cash provided by operating activities:
Depreciation, amortization, other 1,945 1,895
Equity (earnings) loss of international joint ventures (50) (196)
Change in assets and liabilities:
Receivables (747) (6,770)
Inventories (20,664) (15,120)
Real estate developments in progress 5,485 (1,070)
Other current assets (596) (836)
Current liabilities excluding short-term debt 1,829 9,148
------------- -------------
Net cash used in operating activities (9,186) (14,350)
Cash flows from investing activities:
Capital expenditures (4,129) (1,229)
Sale of Walker --- (7,343)
Net changes in other noncurrent assets (2,187) 2,318
Common stock dividend
from international joint ventures 800 1,000
------------- -------------
Net cash used in investing activities (5,516) (5,254)
Cash flows from financing activities:
Payment of Dividends (978) ---
Net change in long-term debt (88) (2,127)
Net change in short-term debt 9,830 7,186
Sale and issuance of treasury stock 1,738 1,054
Purchase of treasury stock (789) (53)
Net changes in other noncurrent liabilities (432) (7)
------------- -------------
Net cash provided by financing activities 9,281 6,053
Effect of exchange rate changes on cash 158 (260)
------------- -------------
Net decrease in cash and cash equivalents (5,263) (13,811)
Cash and cash equivalents at beginning of year 5,284 14,853
------------- -------------
Cash and cash equivalents at end of period $ 21 $ 1,042
============== =============
</TABLE>
REVIEW AND PRESENTATION
The information included in the foregoing consolidated financial statements has
been reviewed by KPMG Peat Marwick LLP, independent public accountants, in
accordance with established standards and procedures for a limited review of
interim financial statements. The statements include all adjustments which
were, in the opinion of management, necessary to present a fair statement of
the results for the period, and include all adjustments and additional
disclosures proposed by independent public accountants.
Page 5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents decreased $5.3 million in the first three months of 1995.
This was primarily due to an increase in inventory investment to take advantage
of favorable purchasing opportunities and anticipated stronger shipping
schedules in the second quarter. The increase in capital expenditures was due
largely to the expansion of the San Marcos, Texas metal buildings facility. In
addition, short-term borrowings were utilized to finance the temporary working
capital increase. For the three months ended March 31, 1995, domestic
short-term borrowings averaged $7 million for 54 days compared to $4 million
for 3 days in 1994.
The Company's domestic operation has $50 million in short-term credit
facilities available. As of March 31, 1995, $9 million of the credit line was
utilized to provide a bank letter of credit arrangement to secure insurance
obligations. Subsequent to the end of the first quarter, the Company obtained
$6.25 million of Industrial Revenue Bond financing to fund the expansion of its
San Marcos, Texas facility. The bonds mature in the year 2015, and pay a
floating interest rate. Management believes the Company's operating cash flow,
along with the bank credit lines, are sufficient to meet future liquidity
requirements.
Butler Building Systems, Ltd., the Company's United Kingdom subsidiary,
maintains a separate line of credit with its local bank for approximately $2.4
million at current exchange rates. Management believes that this separate bank
line of credit is sufficient to meet future liquidity requirements.
Capital expenditures were $4.1 million for the first three months of 1995
compared to $1.2 million a year ago. The increase is due in large part to the
expansion of the San Marcos, Texas facility. Total capital expenditures are
expected to be approximately $20 million in 1995 compared to actual
expenditures of $13.7 million in 1994. During 1995, in anticipation of
continuing growth in metal building systems sales, the Company is expanding its
plant capacity in the Buildings Systems Segment.
RESULTS OF OPERATIONS
Net sales of $194.9 million for the quarter ended March 31, 1995 were 66%
higher than a year ago. The majority of the increase is attributable to a
record backlog at the end of 1994, as well as unusually mild winter weather,
which allowed construction job sites in most areas of the country to remain
productive during the industry's traditionally slower winter construction
season.
The first quarter 1995 consolidated gross profit was $32.1 million compared to
$17.9 million a year ago. The major contributors to the improvement were the
Building Systems Segment and the Other Building Products Segment through
increased volume and improved margins.
Net earnings for the quarter ended March 31, 1995 were $3.6 million or $.72 per
common share compared to a net loss of $1.4 million or $.29 per common share a
year ago. The improvement was due to the strong increase in quarterly sales of
the Company's Building Systems segment, and in particular, the U.S. Metal
Buildings Division. Shipments were at an all time record level for the first
quarter, and pretax profits rose accordingly. Revenues of the Lester wood
frame buildings division were up 26%. Butler Real Estate, the Company's real
estate development unit, had a solid first quarter. Export sales were also up
significantly.
The Construction Services Segment recorded sales about even with the previous
year's first quarter, but incurred a loss due to increased costs on certain
projects and start-up costs related to Butler Construction International.
The Other Building Products Segment had an impressive first quarter, as well.
The Vistawall Division's revenues increased 38% over the first quarter of 1994
with outstanding pretax profits. The Grain Systems Division recorded breakeven
results during its seasonally slow first quarter.
For additional information, see the letter to shareholders at Exhibit 19.
Page 6
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PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(15) Letter from independent public accountants pursuant to
paragraph (d) of Rule 10-01 of Regulation S-X and related
letter.
(19) April 13, 1995 letter to shareholders.
(27) Financial Data Schedule
(b) Reports on Form 8-K.
The Company has not filed any reports on Form 8-K during the quarter
ended March 31, 1995.
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.
BUTLER MANUFACTURING COMPANY
May 5, 1995 /s/ John J. Holland
- --------------------- ---------------------------------
Date John J. Holland
Vice President - Finance
and Chief Financial Officer
May 5, 1995 /s/ Richard O. Ballentine
- --------------------- ---------------------------------
Date Richard O. Ballentine
Vice President, General Counsel
and Secretary
Page 7
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number Description
- ------- ---------------------------------------------------------
15 Letter from independent public accountants pursuant to
paragraph (d) of Rule 10-01 of Regulation S-X and related
letter.
19 April 13, 1995 letter to shareholders.
27 Financial Data Schedule
Page 8
<PAGE> 1
Exhibit 15
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Butler Manufacturing Company:
We have reviewed the condensed consolidated balance sheet of Butler
Manufacturing Company and subsidiaries as of March 31, 1995 and the related
condensed consolidated statements of operations and cash flows for the
three-month periods ended March 31, 1995 and 1994. These financial statements
are the responsibility of Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994 and the
related consolidated statements of operations and retained earnings and cash
flows for the year then ended (not included herein); and in our report dated
February 3, 1995, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1994 is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ KPMG Peat Marwick LLP
April 12, 1995
<PAGE> 2
Exhibit 15
The Board of Directors
Butler Manufacturing Company:
RE: Registration Statement No. 2-55753, 2-36370 and 2-63830
With respect to the subject registration statements, we acknowledge our
awareness of the use therein of our report dated April 12, 1995 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within meaning of
Sections 7 and 11 of the Act.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
April 12, 1995
<PAGE> 1
Exhibit 19
Butler
Manufacturing
Company
FIRST
QUARTER
REPORT 1995
Three Months Ended
March 31, 1995
BMA TOWER PENN VALLEY PARK KANSAS CITY, MO 64108
To Our Shareholders:
Butler's first quarter 1995 results were exceptional. Sales of $195 million
were 66% higher than those of the first quarter of 1994, and net earnings were
$3.6 million, or $.72 per share, compared with a loss of $1.4 million, or $.29
per share, in the first quarter of 1994.
The strong first quarter results benefited from a record backlog at the end of
1994, as well as unusually mild winter weather, which allowed construction job
sites in most areas of the country to remain productive during the industry's
traditionally slower winter construction season. Recent data from the F.W.
Dodge division of McGraw-Hill confirm that demand remained healthy during the
first quarter, as total nonresidential construction awards were up 22% through
the first two months of the year.
The driving force in the first quarter was the company's Building Systems
Segment, and in particular, the U.S. Metal Buildings Division. Shipments were
at an all time record level for a first quarter, and pretax profits rose
accordingly. Revenues of the Lester wood frame buildings division were up 26%,
helping them achieve break-even results compared to a loss one year ago.
Butler Real Estate, our real estate development unit, had a solid first
quarter. Export sales were up significantly with excellent pretax profits
compared to a modest loss in 1994. Our European buildings subsidiary recorded
a loss during the quarter, although at a lower level than in the first quarter
of 1994. We expect this business to break even in 1995.
The Construction Services Segment recorded sales about even with the previous
year's first quarter, but incurred a loss due to increased costs on certain
projects and start-up costs related to Butler Construction International, our
operation that provides construction management services to multinational
corporations building facilities overseas. The growing level of activity of
Butler Construction International is encouraging.
Our Other Building Products Segment also had an impressive first quarter.
Benefiting from continued favorable retail construction demand, the Vistawall
Division's revenues increased 38% over the first quarter of 1994 with
outstanding pretax profits. The Grain Systems Division recorded break-even
results during its seasonally slow first quarter, on revenues that were about
equal to those posted in 1994.
Progress continued on two important projects during the first quarter. In
March, the recently acquired Ottawa, Kansas facility for the Lester Division
began initial production and shipping of wood frame buildings for the central
and southwestern United States. Construction is on schedule for an early
summer completion of the San Marcos, Texas metal buildings facility expansion.
Both projects will enhance our production and delivery capabilities to better
serve our customers.
<PAGE> 2
Exhibit 19
Butler's financial condition continued to improve during the quarter. Working
capital account balances were in line with the level of business activity. The
debt to total capital ratio declined further during the quarter, due in part to
the favorable quarterly earnings, and the retirement of debt.
Backlog at March 31, 1995 was $221 million, an increase of 9% compared to a
year ago. Order rates and prospect activity remain good. Although the degree
of profit improvement that we experienced in the exceptionally strong first
quarter cannot be sustained, we anticipate another year of increased earnings
in 1995.
Cordially yours,
/s/ Robert H. West
Robert H. West
Chairman and
Chief Executive Officer
April 13, 1995
Butler Manufacturing Company
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Butler
Manufacturing Company Consolidated Statements of Operations for the year ended
March 31, 1995, and Consolidated Balance Sheet as of March 31, 1995, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000015840
<NAME> BUTLER MANUFACTURING COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 21
<SECURITIES> 0
<RECEIVABLES> 96,024
<ALLOWANCES> 0
<INVENTORY> 79,570
<CURRENT-ASSETS> 199,911
<PP&E> 188,902
<DEPRECIATION> 137,818
<TOTAL-ASSETS> 286,016
<CURRENT-LIABILITIES> 147,252
<BONDS> 40,182<F1>
<COMMON> 12,623
0
0
<OTHER-SE> 102,143<F2>
<TOTAL-LIABILITY-AND-EQUITY> 286,016
<SALES> 194,852
<TOTAL-REVENUES> 194,701<F3>
<CGS> 162,708
<TOTAL-COSTS> 162,708
<OTHER-EXPENSES> 24,316<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,036
<INCOME-PRETAX> 6,641
<INCOME-TAX> 3,029
<INCOME-CONTINUING> 3,612
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,612
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
<FN>
<F1>Reflects long-term debt, less current maturities.
<F2>Reflects other stockholders' equity before deduction of $32.3 million cost of
treasury stock.
<F3>Reflects net sales plus net international joint venture income less net other
expense.
<F4>Consist of selling, general, and administrative expense.
</FN>
</TABLE>
