<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 1995
-----------------
Transition Report Pursuant to Section 3 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-8555
------
CFI INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 53-0174114
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification)
or organization)
935 West Union Avenue, Wheaton, Illinois 60187
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 668-2838
--------------
- -------------------------------------------------------------------------
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 CORPORATE ISSUES:)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
1,997,332 shares of Common Stock, $1.00 Par Value, as of January 31,
1996.
<PAGE> 2
CFI INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
No.
----
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1995 (Unaudited) and
June 30, 1995...................................................... 3
Consolidated Statements of Operations for the Periods Ended
December 31, 1995 and December 25, 1994
(Unaudited)........................................................ 4
Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 1995 and December 25, 1994
(Unaudited)........................................................ 5
Notes to Consolidated Interim Financial Statements (Unaudited)..... 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 8-9
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K........................... 10
</TABLE>
<PAGE> 3
CFI INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND JUNE 30, 1995
(Amounts in thousands, except par value and share amounts)
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash.................................................. $ 1,350 $ 1,211
Trade and other receivables, net of allowance for
doubtful accounts of $27 in December and $15 in
June.................................................. 3,644 3,706
Inventories........................................... 2,661 2,818
Prepayments and other................................. 285 486
Deferred income taxes................................. 1,173 1,173
------------ ----------
Total current assets.............................. 9,113 9,394
Property and equipment, at cost less accumulated
depreciation of $7,881 in December and $7,306 in
June.................................................. 6,814 7,043
Intangible assets, at cost, net of accumulated amortization
of $810 in December and $768 in
June.................................................. 2,490 2,531
Other assets............................................... 55 55
----------- ----------
$ 18,472 $ 19,023
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt (Note 6).............................. $ -- $ 800
Current maturities of long-term debt (Note 6)......... 800 742
Current portion of other long-term liabilities........ 50 55
Accounts payable..................................... 1,985 2,388
Accrued liabilities:
Salaries and wages.................................. 659 867
Insurance........................................... 147 417
Provision for soil remediation...................... 1,179 1,193
Other............................................... 679 859
----------- ----------
Total current liabilities......................... 5,499 7,321
Long-term debt (Note 6).................................... 3,185 2,229
Other long-term debt....................................... 171 200
Deferred income taxes...................................... 643 643
----------- ----------
Total liabilities.................................. 9,498 10,393
----------- ----------
Commitments and contingent liabilities (Note 5)
Stockholders' Equity:
Common stock, $1.00 par value, 10,000 shares
authorized, 1,997 and 1,991 shares issued and
outstanding in December and June, respectively..... 1,997 1,991
Paid-in surplus.................................... 16,393 16,374
Deficit............................................ (9,416) (9,735)
----------- ----------
Total stockholders' equity 8,974 8,630
----------- ----------
$ 18,472 $ 19,023
=========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE> 4
CFI INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED DECEMBER 31, 1995 AND DECEMBER 25, 1994
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------------------
December December December December
31, 1995 25, 1994 31, 1995 25, 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $6,805 $7,084 $14,677 $14,274
Cost of sales 5,305 5,341 11,085 10,792
------ ------ ------- -------
Gross profit 1,500 1,743 3,592 3,482
Selling expenses 842 968 1,829 1,949
General & administrative
expense 597 574 1,233 1,092
------ ------ ------- -------
Operating income 61 201 530 441
Interest expense 92 122 190 225
Interest income (11) - (24) -
Other (income) expense 23 (24) 45 1
------ ------ ------- -------
Income (loss) before
Income taxes (43) 103 319 215
Income taxes - - - -
------ ------ ------- -------
Net income (loss) $ (43) $ 103 $ 319 $ 215
====== ====== ======= =======
Earnings per common share:
Net income (loss) $(0.02) $ 0.05 $ 0.14 $ 0.10
====== ====== ======= =======
Weighted average number
of common shares and
common share
equivalents outstanding: 2,194 2,130 2,194 2,087
====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE> 5
CFI INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND DECEMBER 25, 1994
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income............................................... $ 319 $ 215
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization....................... 617 599
Provision for doubtful accounts..................... 12 -
Provision for losses, asset write-offs and other.... 25 311
Stock distribution to employees..................... 25 -
Changes in assets and liabilities:
Trade and other receivables......................... 50 424
Inventories......................................... 132 (709)
Prepayments and other current assets................ 201 (35)
Accounts payable and accrued liabilities............ (1,075) (579)
Other - net - (30)
------- -------
Net cash flows from operating
activities........................................ 306 196
------- -------
Cash Flows From Investing Activities:
Capital expenditures................................ (352) (275)
Disposals of property and equipment................. 4 231
Proceeds from sale of marketable
securities.......................................... - 1,524
------- -------
Net cash flows from (used in) investing
activities...................................... (348) 1,480
------- -------
Cash Flows From Financing Activities:
Net payments under line of credit................... (800) (400)
Borrowings on long-term debt........................ 1,345 -
Payments on long-term debt.......................... (364) (473)
------- -------
Net cash flows from (used in) financing
activities....................................... 181 (873)
------- -------
Net increase in cash..................................... 139 803
Beginning cash........................................... 1,211 267
------- -------
Ending cash.............................................. $ 1,350 $ 1,070
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest.......... $ 191 $ 221
Cash paid during period for income taxes...... $ 25 $ 5
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE> 6
CFI INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 1995 (Unaudited) AND JUNE 30, 1995
1. GENERAL
The unaudited financial information furnished herein includes all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of the periods presented. All such adjustments are
of a normal and recurring nature. The financial results for the interim periods
may not be indicative of the financial results for a full year. These
statements should be read in conjunction with the financial statements and
notes thereto included with the 1995 Form 10-K file by the Company (CFI
Industries, Inc. and subsidiaries) with the Securities and Exchange Commission.
2. INVENTORIES
Inventories consisted of the following (amounts in thousands):
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995
---------------- ----------------
<S> <C> <C>
Raw Materials $ 1,075 $ 1,018
Work in process 195 158
Finished goods 1,390 1,642
---------------- ----------------
$ 2,661 $ 2,818
================ ================
</TABLE>
3. CHANGES IN STOCKHOLDERS' EQUITY
Changes in stockholders' equity for the six month period ended
December 31, 1995 are shown below (amounts in thousands):
<TABLE>
<CAPTION>
Capital Paid-in
Stock Surplus Deficit Total
----- ------- ------- -----
<S> <C> <C> <C> <C>
Balance, June 30, 1995 $ 1,991 $16,374 $(9,735) $ 8,630
Stock distribution to employees 6 19 25
Net income 319 319
--------- ------- -------- -------
Balance, December 31, 1995 $ 1,997 $16,393 $(9,416) $ 8,974
======== ======= ======== =======
</TABLE>
4. STOCK OPTIONS
Transactions concerning the Company's 1991 Stock Option plan for the
six-month period ended December 31, 1995 are shown below:
<TABLE>
<CAPTION>
Shares
Price Range 1996
----------- ----
<S> <C> <C>
Outstanding, June 30, 1995 $2.63 - $4.38 380,500
Granted $6.75 10,500
Canceled $2.63 - $3.00 (20,000)
Exercised ----
-------
Outstanding, December 31, 1995 $2.63 - 6.75 371,000
=======
Exercisable, December 31, 1995 294,166
Reserved for future option grants 229,000
</TABLE>
6
<PAGE> 7
5. CONTINGENT LIABILITIES
During fiscal 1991 soil conditions at the Wheaton, Illinois facility
of Plastofilm Industries, Inc. ("Plastofilm"), a wholly owned subsidiary of the
Company, were discovered which need remediation. At June 30, 1991, a pre-tax
provision of $1.0 million was recorded for the estimated costs of testing and
remediation. At June 28, 1992, an additional pre-tax provision of $1.0 million
was recorded to reflect the then currently estimated costs to complete the soil
remediation. Expenditures during fiscal 1995 and prior years were approximately
$807,000. Expenditures to date during fiscal 1996 have been approximately
$14,000. During fiscal 1993 the Illinois Environmental Protection Agency
requested certain additional testing to be performed before approval of the
Company's voluntary clean-up plan. These tests were conducted in fiscal 1994
and submitted to the Illinois Environmental Protection Agency in fiscal 1995
for approval. The approval of the Company's voluntary clean-up is pending.
The Company has received a demand for the payment of withdrawal
liability in the amount of approximately $360,000 from a multi-employer pension
plan to which the Company made contributions in connection with a discontinued
business. The Company disputes that it has any withdrawal liability and, in
accordance with the applicable provisions of the Employee Retirement Income
Security Act, has demanded that this dispute be resolved through arbitration.
The Company is making quarterly contributions of approximately $10,000 as
required by law pending arbitration. Through December 31, 1995 the Company has
made payments of approximately $115,000. These payments will be returned to the
Company, with interest, if it is ultimately determined that the Company has no
liability.
The Company, in connection with a discontinued business, has been
named by the United States Environmental Protection Agency ("US-EPA") as a
potentially responsible party in a Superfund Proceeding. The US-EPA has
determined the Company to be a de minimus contributor and has offered a
settlement agreement to all parties. The Company has accepted the settlement
agreement which will require total payments of $80,586. On January 16, 1996
the Company paid the first installment of $40,293. The second and final
installment of $40,293 is due July 16, 1996. The settlement amount has been
provided for in the financial statements.
6. LONG-TERM DEBT
On January 15, 1996, the Company entered into a new long-term debt
agreement. Under the terms of this new agreement, the Company can borrow a
maximum of $3,000,000, to be financed at a fixed interest rate of 7.74%, with
regular monthly principle payments of $50,000, maturing on February 1, 2001.
The Company used this new borrowing to retire previous long-term debt of
$1,845,000 ($570,000 of which had been classified as current), which was
financed at a variable interest rate of prime plus 1/4 % and also paid down its
secured short-term line of credit (which is financed at prime plus 1/4%) by
$1,100,000. As of January 15, 1996 the Company has $2,800,000 available under
the secured short term-line of credit, none of which is outstanding.
In accordance with generally accepted accounting principles, these
financial statements are presented as if the new long term debt agreement had
been finalized at December 31, 1995.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Sales for the second quarter of fiscal 1996 were $6.8 million compared to $7.1
million for the second quarter of fiscal 1995. This decrease of $0.3 million
was a result of the Company's efforts to shed itself of low margin product
lines and weak market conditions in November and December 1995. For the first
six months of fiscal 1996, sales were $14.7 million as compared to $14.3
million for the first six months of fiscal 1995. This increase of $0.4 million
was a result of improving market conditions and a pass-through of raw material
cost increases which were experienced over the past year.
The gross profit percentage was 22.0% and 24.5% for the second quarter and the
first six months of fiscal 1996, respectively, as compared to gross profit
percentages of 24.6% and 24.4% in the second quarter and first six months of
fiscal 1995, respectively. The reduction in the second quarter of fiscal 1996
as compared to the second quarter of the prior year was a result of lower sales
volumes and the pass-through on a cost basis of raw material price increases.
Selling expenses were $842,000 or 12.4% of sales for the second quarter of
fiscal 1996 as compared to $968,000 or 13.7% of sales in the second quarter of
fiscal 1995. For the first six months of fiscal 1996, selling expenses were
$1,829,000 or 12.5% of sales as compared to $1,949,000 or 13.7% of sales in the
first six months of fiscal 1995. The decrease in selling expenses incurred in
fiscal 1996 of $126,000 and $120,000 over the respective periods of 1995 was a
result of reduced expenses for sales support and continued cost control
efforts.
General and administrative expenses of $597,000 for the second quarter of
fiscal 1996 were substantially unchanged from the $574,000 incurred during the
second quarter of fiscal 1995. General and administrative expenses of
$1,233,000 for the first six months of fiscal 1996 were $141,000 higher than
the $1,092,000 incurred during the first six months of fiscal 1995. This
increase was primarily a result of the costs incurred in planning and executing
its expansion into Northern Ireland.
Operating income was $61,000 for the second quarter of fiscal 1996 as compared
to $201,000 for the second quarter of fiscal 1995. The decrease of $140,000 was
a result of reduced gross profit on lower sales volumes offset by a reduction
in selling expenses. Operating income for the first six months of fiscal 1996
was $530,000 as compared to $441,000 for the comparable period in fiscal 1995.
This $89,000 improvement was due to higher sales levels and corresponding gross
profit.
Net interest expense was $81,000 and $166,000 for the second quarter and first
six months of fiscal 1996, respectively, as compared to $122,000 and $225,000
for the second quarter and first six months of fiscal 1995, respectively. This
improvement of $41,000 and $59,000 over the respective periods of fiscal 1995
was a result of lower outstanding balances on the Company's line of credit and
increased interest income.
Net other income & expense was an expense of $23,000 in the second quarter of
fiscal 1996 as compared to income of $24,000 reported during the second quarter
of fiscal 1995. For the first six months of fiscal 1996 net other income &
expense was an expense of $45,000 as compared to an expense of $1,000 reflected
during the first six months of fiscal 1995. This difference of $47,000 and
$44,000, respectively, was a result of a gain on the sale of real estate of
$53,000 reported in fiscal 1995.
The Company reported a net loss of $43,000 during the second quarter of fiscal
1996 as compared to net income of $103,000 during the second quarter of fiscal
1995. This earnings reduction of $146,000 was a result of reduced gross profit
on lower sales offset by a reduction in selling expenses. For the six months
ended December 31, 1995 the Company reported net income of $319,000 as compared
to $215,000 reported during the first six months of fiscal 1995. This
improvement of $104,000 was a result of higher operating income resulting from
increased gross margins and sales which more than offset the one-time gain on
the sale of real estate recorded in fiscal 1995.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Net working capital increased to $3.6 million as of December 31, 1995, compared
to $2.1 million as of June 30, 1995. This increase of $1.5 million in working
capital was primarily attributed to earnings and the related cash flows of
$950,000, and a net increase in long-term debt of $925,000, which was offset by
capital expenditures of $350,000.
Plastofilm has a short-term credit facility with a financial institution which
is renewable on November 30, 1996 at the option of such institution. As of
December 31, 1995, $2.8 million was available under this facility and
Plastofilm was in compliance with all covenants. Plastofilm also has a capital
expenditure facility which has maximum borrowings of $1,000,000. As of
December 31, 1995, $275,000 was available under this facility. In addition, the
Company, through its wholly owned subsidiary, Plastofilm Limited, has
negotiated a $1.6 million credit facility with a financial institution in
Northern Ireland and a grant package from the Industrial Development Board of
Northern Ireland. This facility and grant package is anticipated to provide for
the capital and liquidity needs to support the Company's expansion into
Northern Ireland.
On January 15, 1996, the Company entered into a new long-term debt agreement.
Under the terms of this new agreement, the Company can borrow a maximum of
$3,000,000, to be financed at a fixed interest rate of 7.74%, with regular
monthly principal payments of $50,000, maturing on February 1, 2001. The
Company used this new borrowing to retire previous long-term debt of $1,845,000
($570,000 of which had been classified as current), which was financed at a
variable interest rate of prime plus 1/4 % and also paid down its secured
short-term line of credit (which is financed at prime plus 1/4%) by $1,100,000.
As of January 15, 1996 the Company has $2,800,000 available under the secured
short term-line of credit, none of which is outstanding.
The Company's liquidity and capital needs through fiscal 1996 include the costs
associated with its expansion plans, among which are the following: the
establishment of a production facility in Northern Ireland, the anticipated
establishment of a production facility in East Central Texas, and a potential
joint venture arrangement in Puerto Rico. Additional capital needs may include
the upgrade and replacement of existing equipment, as well as expenditures for
soil remediation at its Wheaton, Illinois facility. The funds required to
finance these items are expected to be provided from operating cash flows,
Plastofilm's existing credit facilities, credit facilities that have been
established in Northern Ireland, grants to be made available from the
Industrial Development Board of Northern Ireland and from other credit
facilities which may become available to the Company.
9
<PAGE> 10
CFI INDUSTRIES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
None
b) Reports on Form 8-K:
None
10
<PAGE> 11
SIGNATURE
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.
CFI INDUSTRIES, INC.
----------------------------
Registrant
February 9, 1996 /s/ Robert W. George
- ------------------------ ----------------------------
Date Robert W. George
Principle Executive Officer
February 9, 1996 /s/ Robert W. Zimmer
- ------------------------ ----------------------------
Date Robert W. Zimmer, Treasurer
Principle Financial and Accounting
Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUN-30-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,350
<SECURITIES> 0
<RECEIVABLES> 3,644
<ALLOWANCES> 27
<INVENTORY> 2,661
<CURRENT-ASSETS> 9,113
<PP&E> 14,695
<DEPRECIATION> 7,881
<TOTAL-ASSETS> 18,472
<CURRENT-LIABILITIES> 5,499
<BONDS> 3,185
0
0
<COMMON> 1,997
<OTHER-SE> 6,977
<TOTAL-LIABILITY-AND-EQUITY> 18,472
<SALES> 14,677
<TOTAL-REVENUES> 14,677
<CGS> 11,085
<TOTAL-COSTS> 11,085
<OTHER-EXPENSES> 3,107
<LOSS-PROVISION> 12
<INTEREST-EXPENSE> 190
<INCOME-PRETAX> 319
<INCOME-TAX> 0
<INCOME-CONTINUING> 319
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 319
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
