UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
________________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 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 0-3041
JUSTIN INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS 75-0102185
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2821 West 7th Street 76107
- ------------------------------- -------------------
(Address of principal (Zip Code)
executive office)
(817) 336-5125
--------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES XX NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 26,233,108 shares of the
Company's Common Stock ($2.50 par value) were outstanding as of April 30, 1997.
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JUSTIN INDUSTRIES, INC.
Table of Contents
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheet
March 31, 1997 and December 31, 1996 3
Consolidated Statement of Income
Three Months Ended March 31, 1997 and 1996 4
Consolidated Statement of Shareholders' Equity
Three Months Ended March 31, 1997 and 1996 4
Consolidated Statement of Cash Flows
Three Months Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION 9
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURE 10
All other schedules and compliance information called for by the instructions to
Form 10-Q have been omitted since the required information is not present or not
present in amounts sufficient to require submission.
Page 2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
JUSTIN INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
<CAPTION>
In Thousands of Dollars
March 31, December 31,
1997 1996
---------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash $ 5,154 $ 3,215
Accounts receivable, less allowance for doubtful
accounts of $3,339 and $3,069, respectively 66,637 80,315
Inventories:
Finished goods 101,127 99,401
Work-in-process 5,806 5,246
Raw materials 27,336 24,499
-------- --------
Total inventories 134,269 129,146
Income taxes 8,406 11,758
Prepaid expenses 1,584 1,527
-------- --------
Total current assets 216,050 225,961
Other assets, at cost 27,505 25,815
Assets held for sale 2,805 2,805
Property, plant, and equipment, at cost:
Land 19,875 19,908
Buildings and equipment 248,247 247,285
Construction-in-progress 6,455 3,902
-------- --------
274,577 271,095
Less accumulated depreciation 169,379 165,598
-------- --------
Net property, plant, and equipment 105,198 105,497
-------- --------
$351,558 $360,078
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable to banks $ - $ 2,000
Trade accounts payable 17,101 14,056
Other accrued items 34,147 37,457
Current portion of long-term debt 7,235 7,395
-------- --------
Total current liabilities 58,483 60,908
Long-term debt, less current portion 24,750 32,890
Deferred income taxes 13,404 13,424
Shareholders' equity:
Voting preferred stock, $2.50 par value; 1,000,000
shares authorized - Series Two convertible, 100
shares issued and outstanding - -
Common stock, $2.50 par value; 100,000,000 shares
authorized, 27,869,888 shares issued 69,674 69,674
Capital in excess of par value 16,443 16,477
Retained earnings 183,058 181,068
Treasury stock, at cost, 1,406,100 and 1,416,800
shares, respectively (14,254) (14,363)
-------- --------
Total shareholders' equity 254,921 252,856
-------- --------
$351,558 $360,078
======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3
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<TABLE>
JUSTIN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
In Thousands of Dollars (Except Per Share Data)
Three Months Ended
March 31,
-----------------------
1997 1996
-----------------------
(Unaudited)
<S> <C> <C>
Net sales:
Building materials $ 57,141 $ 57,858
Footwear 40,465 46,481
-------- --------
97,606 104,339
Costs and expenses:
Cost of goods sold 64,235 69,703
Selling, general, and administrative expenses 28,153 27,668
Interest expense 416 990
-------- --------
92,804 98,361
-------- --------
Income before income taxes 4,802 5,978
Provision for income taxes 1,753 2,184
-------- --------
Net income $ 3,049 $ 3,794
======== ========
Earnings per share $ .11 $ .14
======== ========
</TABLE>
<TABLE>
JUSTIN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended March 31, 1997 and 1996
<CAPTION>
In Thousands of Dollars (Except Share and Per Share Data)
Capital
In Excess
Preferred Common of Par Retained Treasury
Stock Stock Value Earnings Stock
- ------------------------- --------- --------- --------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Balance January 1, 1997 $ - $69,674 $16,477 $181,068 $(14,363)
Net income - - - 3,049 -
Exercise of stock options - - (34) - 109
Cash dividend declared
($.04 per share) - - - (1,059) -
-------- -------- -------- -------- --------
Balance March 31, 1997 $ - $69,674 $16,443 $183,058 $(14,254)
======== ======== ======== ======== ========
Balance January 1, 1996 $ - $69,674 $16,800 $161,932 $(11,917)
Net income - - - 3,794 -
Purchase of 48,000 shares
of stock for treasury - - - - (538)
Exercise of stock options - - (111) - 502
Cash dividend declared
($.04 per share) - - - (1,066) -
-------- -------- -------- -------- --------
Balance March 31, 1996 $ - $69,674 $16,689 $164,660 $(11,953)
======== ======== ======== ======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4
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<TABLE>
JUSTIN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
In Thousands of Dollars
Three Months Ended
March 31,
--------------------
1997 1996
---------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,049 $ 3,794
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 4,109 3,647
Amortization 199 159
Provision for losses on accounts receivable 456 347
Gain on sale of property, plant, and equipment (70) (133)
Changes in assets and liabilities:
Decrease in accounts receivable 13,307 6,420
Increase in inventories (4,830) (3,809)
Decrease in other current assets 3,295 1,975
Increase (decrease) in accounts payable
and accrued expenses (444) 2,963
-------- --------
Net cash provided from operating activities 19,071 15,363
Cash flows from investing activities:
Proceeds from the sale of property, plant,
and equipment 110 299
Capital expenditures (3,770) (8,136)
Increase in other long-term assets (116) (32)
Acquisition of IBP, net of cash acquired (2,073) -
-------- --------
Net cash used in investing activities (5,849) (7,869)
Cash flows from financing activities:
Borrowings - 8,000
Repayment of borrowings (10,300) (9,058)
Dividends paid (1,058) (1,071)
Purchase of treasury stock - (538)
Proceeds from exercise of stock options 75 391
-------- --------
Net cash used in financing activities (11,283) (2,276)
-------- --------
Net increase in cash 1,939 5,218
Cash at beginning of period 3,215 2,180
-------- --------
Cash at end of period $ 5,154 $ 7,398
======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 5
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JUSTIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
Interim results are not necessarily indicative of results for a full year.
A summary of the company's significant accounting policies is presented on
page 21 of its 1996 Annual Report to Shareholders. Users of financial
information produced for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Shareholders when reviewing interim
financial results. There has been no material change in the accounting policies
followed by the company during 1997.
In the opinion of management, the accompanying interim financial statements
contain all material adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the consolidated financial position,
results of operations, cash flows, and shareholders' equity of Justin
Industries, Inc. for interim periods.
Long-Term Debt
Certain loan agreements contain minimum requirements as to working capital,
cash flow from operations, and tangible net worth, redemption of outstanding
stock, and change in control of the company. As of March 31, 1997, the company
was in compliance with all such requirements and restrictions.
Earnings Per Share
Earnings per share are based on the average number of shares of common stock
outstanding during each period and such shares issuable upon assumed exercise of
stock options, using the treasury stock method, adjusted for stock splits. The
number of shares used in the calculation of earnings per share was 26,889,000 in
1997 and 27,117,000 in 1996.
Litigation
On April 23, 1997, the Company and two of its subsidiaries, Tradewinds
Technologies, Inc. ("Tradewinds") and Justin Management Company, were named as
defendants in a complaint filed as a purported class action in federal district
court in San Francisco, California, Tommie B. Peyer et al. v. Tradewinds
Technologies, Inc., Justin Industries, Inc. and Justin Management Company, Case
No. C-97-1466 (SC). The plaintiff alleges on behalf of herself and the
purported class (consisting of all owners of property to which a Tradewinds
evaporative cooler is attached) that Tradewinds has designed, manufactured and
sold defective evaporative coolers that have a propensity to start or spread
fires. The plaintiff is seeking an order certifying the class, injunctive
relief, unspecified actual and consequential damages, statutory damages under
consumer protection statutes, punitive damages, and attorney's fees and costs.
Tradewinds and the other defendants are in the process of completing their
initial review of the complaint and preparing their response.
Page 6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Sales - Consolidated net sales for the three months ended March 31, 1997, of
$97.6 million were 6.4% under the $104.3 million in 1996's first quarter.
Building Materials Segment Sales - Sales in the Building Materials
segment decreased approximately 1.2% from the first quarter of 1996. The
decrease in 1997 is primarily attributable to fewer unit shipments for
Acme Brick Company ("Acme") as unusually wet weather hampered housing
starts and deliveries. American Tile Supply Company ("American Tile")
posted a 5% increase in sales over the comparable 1996 quarter while
Featherlite Building Products Corporation's ("Featherlite") posted a
modest decline in sales. Although Tradewinds Technologies, Inc.'s
("Tradewind's") revenues fell almost 16%, its business represents less
than 2% of consolidated sales.
Despite an 18% decline in housing starts from the prior year in
Acme's market areas, Acme's brick shipments were down only 5.5%.
Featherlite, who relies more heavily on commercial construction, sold
fewer concrete blocks in 1997's first quarter as commercial construction
levels in Texas were lower than in 1996. Pricing gains and increased
revenues in Featherlite's cut limestone division, however, offset the
block volume decline. Tradewinds' first quarter revenues suffered from
unusually wet weather and customer resistance to price increases
compared to the same period a year ago.
Footwear Segment Sales - Total Footwear sales for the three months
ended March 31, 1997, declined 12.9% to $40.5 million from 1996's first
quarter. All three operations, Justin Boot Company, Nocona Boot Company
and Tony Lama Company, experienced a slower first quarter in 1997.
Pairs shipped declined 8.4% compared to the same quarter in 1996, while
average pricing also declined reflecting a sales mix more heavily
weighted toward lower priced footwear. The decline in sales of western
boots was partially offset by very good revenue gains from the Chippewa
line of work and outdoor footwear. All other product lines experienced
sales declines due to the continued contraction of demand in fashion
markets for the companies' western footwear products.
Costs and Expenses - The consolidated ratio of cost of goods sold to sales
declined to 65.8% in the first quarter of 1997 versus 66.8% in the 1996
comparable period. This overall gross margin improvement resulted from the
increase in building materials sales as a percentage of consolidated revenues.
Building Materials' ratio of cost of sales to sales was 62.1% in the first
quarter of 1997, compared to 61.3% in the first quarter of 1996. The primary
reason for the increase was unusually high natural gas prices that increased
brick manufacturing costs. The ratio of cost of goods sold to sales in the
Footwear business was 71.3% versus 73.6% in 1996. Cost of sales in 1996's first
quarter was higher due to realignment of production volumes, discounting of
discontinued styles, and higher than normal returns. In addition, price
increases have improved margins in 1997.
Selling, general and administrative expenses were 28.8% of sales in the first
quarter of 1997 compared to 26.5% in the first quarter of 1996. The percentage
increase in 1997 resulted primarily from the decline in consolidated revenues as
the total of these expenses was less than $500,000, or 1.8% more than 1996's
first quarter. Selling, general and administrative expenses declined in the
Footwear segment due to cost cutting adjustments while Building Materials
operating expenses increased due to planned growth at American Tile.
Interest expense decreased 58% in the first quarter to $416,000 from $990,000
in the first three months of 1996. The average debt level declined significantly
during 1997's first quarter compared to a year ago primarily due to Footwear's
efforts to substantially reduce inventory levels.
Page 7
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Provision for Income Taxes - The Company's provision for income tax was 36.5%
of pre-tax income in the first quarter of 1997 and 1996, which is the current
estimated effective rate for the full year.
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 1997, working capital amounted to $157.6 million versus $165.1
million at December 31, 1996. Cash increased from $3.2 million at year end to
$5.2 million at the end of 1997's first quarter. The normal seasonal changes
occurred between year-end and the end of the first quarter resulting in reduced
accounts receivable, primarily due to payments by Footwear customers early in
the year, and an increase in inventories caused by the seasonal build-up of
Building Materials inventories.
Cash provided by operating activities in the first quarter of 1997 totaled
$19.1 million. These funds were used primarily to fund Acme's acquisition of
the remaining stock of Innovative Building Products (the manufacturer of the IBP
Grid System distributed exclusively by Acme), purchase capital assets, reduce
debt, and pay dividends.
In the first quarter of 1997, total interest-bearing debt declined to $32
million from $42.3 million at year-end 1996, and the ratio of long-term debt-to-
equity was reduced to .10 to 1 from .13 to 1 at year end. Borrowings may
increase over the next two quarters to finance seasonal working capital needs
and due to the purchase of treasury stock authorized by the Company's Board of
Directors at their meeting in March 1997. The Board authorized the purchase of
up to 2,000,000 shares of stock. At March 31, 1997, unused credit facilities
approximated $85.3 million, an amount well above the company's estimated
requirements.
Cash dividends declared in the first quarter of 1997 and 1996 amounted to
$.04 a share.
Page 8
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 23, 1997, the Company and two of its subsidiaries, Tradewinds
Technologies, Inc. ("Tradewinds") and Justin Management Company, were named as
defendants in a complaint filed as a purported class action in federal district
court in San Francisco, California, Tommie B. Peyer et al. v. Tradewinds
Technologies, Inc., Justin Industries, Inc. and Justin Management Company, Case
No. C-97-1466 (SC). The plaintiff alleges on behalf of herself and the
purported class (consisting of all owners of property to which a Tradewinds
evaporative cooler is attached) that Tradewinds has designed, manufactured and
sold defective evaporative coolers that have a propensity to start or spread
fires. The plaintiff is seeking an order certifying the class, injunctive
relief, unspecified actual and consequential damages, statutory damages under
consumer protection statutes, punitive damages, and attorney's fees and costs.
Tradewinds and the other defendants are in the process of completing their
initial review of the complaint and preparing their response.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders was held on March 28, 1997.
(b) The only matter submitted to a vote of security holders was for the
election of directors. Each of the persons named in the Proxy Statement as a
nominee for director was elected. Following are the voting results on each of
the nominees for director:
Votes Votes
Election of Directors For Withheld
----------------------- ---------- ---------
John Justin 24,685,540 122,773
J. T. Dickenson 24,662,190 146,123
Bayard H. Friedman 24,686,561 121,752
Marvin Gearhart 24,688,992 119,321
Robert E. Glaze 24,640,217 168,096
Dee J. Kelly 24,538,040 270,273
Joseph R. Musolino 24,535,338 272,975
John V. Roach 24,652,406 155,907
Dr. William E. Tucker 24,679,065 129,248
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule for the period ended March 31, 1997.
(b) Reports on Form 8-K
None.
Page 9
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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.
JUSTIN INDUSTRIES, INC.
/S/ RICHARD J. SAVITZ
Richard J. Savitz
Vice President-Finance/
Chief Financial Officer
Dated this 6th day of May 1997.
Page 10
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the March
31, 1997 Financial Statements included in the Company's Form 10-Q and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 5154
<SECURITIES> 0
<RECEIVABLES> 69976
<ALLOWANCES> 3339
<INVENTORY> 134269
<CURRENT-ASSETS> 216050
<PP&E> 274577
<DEPRECIATION> 169379
<TOTAL-ASSETS> 351558
<CURRENT-LIABILITIES> 58483
<BONDS> 0
0
0
<COMMON> 69674
<OTHER-SE> 185247
<TOTAL-LIABILITY-AND-EQUITY> 351558
<SALES> 97606
<TOTAL-REVENUES> 97606
<CGS> 64235
<TOTAL-COSTS> 64235
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 456
<INTEREST-EXPENSE> 416
<INCOME-PRETAX> 4802
<INCOME-TAX> 1753
<INCOME-CONTINUING> 3049
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3049
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
