<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2000
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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 1-8884
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BUSH INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 16-0837346
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
One Mason Drive
P.O. Box 460
Jamestown, New York 14702-0460
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(Address of principal executive offices)
(Zip Code)
(716) 665-2000
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(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 X No
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Number of shares of Common Stock outstanding as of April 1, 2000: 10,332,225
shares of Class A Common Stock and 3,395,365 shares of Class B Common Stock.
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BUSH INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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<TABLE>
<CAPTION>
APRIL 1, JANUARY 1,
2000 2000
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(Unaudited)
(In thousands)
ASSETS
- ------
Current Assets:
<S> <C> <C>
Cash $2,506 $2,704
Accounts receivable 35,377 34,585
Inventories 58,347 55,681
Prepaid expenses and other current assets 10,933 11,356
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Total Current Assets 107,163 104,326
Property, Plant and Equipment, Net 197,612 198,300
Other Assets 26,427 26,955
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TOTAL ASSETS $331,202 $329,581
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $21,165 $22,401
Income taxes 2,548 585
Other accrued liabilities 37,052 40,389
Current portion of long-term debt 423 495
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Total Current Liabilities 61,188 63,870
Deferred Income Taxes 8,442 8,427
Other Long-term Liabilities 7,518 7,940
Long-term Debt 128,050 124,765
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Total Liabilities 205,198 205,002
Stockholders' Equity:
Common Stock:
Class A, $.10 par, 20,000,000 shares authorized,
10,562,972 and 10,554,456 shares issued 1,056 1,055
Class B, $.10 par, 6,000,000 shares authorized,
3,395,365 shares issued 340 340
Paid-in capital 20,900 20,826
Retained earnings 108,924 105,615
Accumulated other comprehensive income 1,773 1,733
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132,993 129,569
Less treasury stock, 230,747 and 81,913 Class A shares (3,209) (1,146)
Less notes receivable related to common stock (3,780) (3,844)
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Total Stockholders' Equity 126,004 124,579
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $331,202 $329,581
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
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BUSH INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
THIRTEEN WEEKS ENDED
----------------------
APRIL 1, APRIL 3,
2000 1999
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(In thousands, except shares
and per share data)
Net Sales $122,166 $111,585
Costs and Expenses:
Cost of sales 84,733 81,332
Selling, general and administrative 27,680 25,958
Restructuring 0 9,672
Interest 2,726 2,034
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115,139 118,996
Earnings (Loss) Before Income Taxes 7,027 (7,411)
Income Tax Expense (Benefit) 3,025 (1,971)
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Net Earnings (Loss) $4,002 ($5,440)
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Earnings (Loss) per Share
Basic $0.29 ($0.39)
Diluted $0.28 ($0.39)
Weighted Average Shares Outstanding
Basic 13,807,020 13,876,860
Diluted 14,376,524 14,271,384
See notes to condensed consolidated financial statements.
3
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BUSH INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
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(Unaudited)
THIRTEEN WEEKS ENDED
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APRIL 1, APRIL 3,
2000 1999
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(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net earnings (loss) $4,002 ($5,440)
Adjustment to reconcile:
Depreciation and amortization 4,174 3,958
Deferred income taxes 436 (2,949)
Change in assets and liabilities affecting cash flows:
Accounts receivable (1,005) 2,700
Inventories (3,224) 4,489
Prepaid expenses and other current assets (93) 138
Accounts payable (666) (9,211)
Income taxes 1,949 640
Other accrued liabilities (2,790) 10,029
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Net cash provided by operating activities 2,783 4,354
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Capital expenditures (5,211) (11,505)
Increase in other assets (137) (491)
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Net cash used in investing activities (5,348) (11,996)
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Repayment of long-term debt (179) (251)
Proceeds from long-term debt 5,379 9,164
Purchase of Class A stock for treasury (2,001) 0
Exercise of stock options by employees 76 0
Dividends paid (693) (694)
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Net cash provided by financing activities 2,582 8,219
EFFECT OF EXCHANGE RATE CHANGES ON CASH (215) 369
NET (DECREASE) INCREASE IN CASH (198) 946
CASH AT BEGINNING OF PERIOD 2,704 2,236
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CASH AT END OF PERIOD $2,506 $3,182
======= ========
See notes to condensed consolidated financial statements.
4
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BUSH INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Thirteen weeks ended April 1, 2000
1. The accounting policies used in preparing these statements are the same as
those used in preparing the Company's consolidated financial statements for
the year ended January 1, 2000. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's annual report to
stockholders for the year ended January 1, 2000.
The Company operates and manages its business in one reportable industry
segment - the design, manufacture and sale of both RTA (ready to assemble)
and set-up furniture for the home and office.
The foregoing financial information reflects all adjustments which are, in
the opinion of management, of a normal and recurring nature and necessary
for a fair presentation. The interim results are not necessarily indicative
of the results which may be expected for a full year.
2. On February 29, 2000, the Company executed a definitive agreement with
certain members of the Rohr family to acquire the family's approximately
49% interest in Rohr-Bush GmbH & Co., a German furniture manufacturer. The
transaction is expected to close on or before October 31, 2000.
3. During the first quarter of 1999, the Company finalized plans to
restructure certain of its operations, resulting in non-recurring
restructuring costs amounting to $9,672,000 being charged to expense in
1999. As of January 1, 2000, all components of the restructuring were
complete and the only liability remaining for the restructuring was
$1,685,000 for severance to terminated employees. Cash paid to severed
employees totaled $1,544,000 in the first quarter of fiscal year 2000,
resulting in an ending liability of $141,000.
4. Total comprehensive income (loss) for the first quarter of 2000 and 1999
was as follows:
THIRTEEN WEEKS ENDED
----------------------
APRIL 1, APRIL 3,
2000 1999
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(In thousands)
Net income (loss) $4,002 ($5,440)
Accumulated other comprehensive income 40 791
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Total comprehensive income (loss) $4,042 ($4,649)
5
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5. Inventories consist of the following:
APRIL 1, JANUARY 1,
2000 2000
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(In thousands)
Raw material $20,305 $16,533
Work in progress 6,678 7,077
Finished goods 31,364 32,071
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$58,347 $55,681
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------ -----------------------------------------------------------------------
OF OPERATIONS
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Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-K are forward-looking statements, and
are identified by words such as "may", "will", "should", "expect", "scheduled",
"plan", "intend", "contemplate", "believe", "anticipate", or the negative of
such words or other similar words. Forward looking statements involve risks and
uncertainties, including, but not limited to, economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices, and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS:
- ----------------------
First quarter sales for the 13 week period ended April 1, 2000 were
$122,166,000. This represented an increase of $10,581,000, or approximately
9.5%, compared to net sales of $111,585,000 for the 13 week period ended
April 3, 1999. The increase in net sales was attributable to continued good
sell-through at retail and increased new product placements at several key
retail customers in the United States, and was partially offset by lower sales
from the Company's European operation, which was a result of our planned
downsizing of operations initiated during the first quarter of 1999.
Cost of sales increased $3,401,000 for the 13 week period ended April 1,
2000, compared to the 13 week period ended April 3, 1999. The increase in cost
of sales was primarily due to higher sales volumes. Cost of sales as an
approximate percentage of net sales decreased by 3.5%, from 72.9% in the first
quarter of 1999 to 69.4% in the first quarter of 2000. The decrease in cost of
sales as a percentage of net sales was primarily a result of product mix and
improvement in operating efficiencies, partially offset by certain increases in
raw material costs.
Selling, general and administrative expenses increased $1,722,000 for the
13 week period ended April 1, 2000, compared to the 13 week period ended
April 3, 1999, and as an approximate percentage of net sales decreased from
23.3% in the first quarter of 1999 to 22.7% in the first quarter of 2000. The
increase in selling, general and administrative expenses was primarily the
result of increased costs associated with the Company's higher sales volumes.
Interest expense for the 13 week period ended April 1, 2000, increased to
$2,726,000 (or approximately 2.2% of net sales) from $2,034,000 (or
approximately 1.8% of net sales) for the 13 week period ended April 3, 1999. The
increase in interest expense was primarily due to higher average interest rates
paid on the Company's revolving credit facility and an increase in average debt.
Income tax rate increased as a percentage of earnings (loss) before income
taxes from 26.6% to 43.0% for the first quarter of 1999 compared to the first
quarter of 2000. The increase was primarily the result of lower deferred tax
rates on the first quarter 1999 restructuring charges attributable to the
Company's 51% owned Rohr-Bush subsidiary.
7
<PAGE>
During the first quarter of 1999, the Company finalized plans to
restructure certain of its operations, resulting in non-recurring restructuring
costs amounting to $9,672,000 being charged to expense in 1999. As of January 1,
2000, all components of the restructuring were complete and the only liability
remaining for the restructuring was $1,685,000 for severance to terminated
employees. Cash paid to severed employees totaled $1,544,000 in the first
quarter of fiscal year 2000, resulting in an ending liability of $141,000.
On February 29, 2000, the Company executed a definitive agreement with
certain members of the Rohr family to acquire the family's approximately 49%
interest in Rohr-Bush GmbH & Co., a German furniture manufacturer. The
transaction is expected to close on or before October 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES:
- -------------------------------
Working capital at first quarter-end 2000 increased by $5,519,000, as
compared to working capital at year-end 1999. Such increased working capital was
due primarily to decreases in other accrued liabilities and accounts payable and
an increase in inventories. Partially offsetting these factors was an increase
in income tax liability. Total assets at first quarter-end 2000 increased
$1,621,000 over year-end 1999 due, in part, to an increase in inventory,
partially offset by decreases in other assets and prepaid expenses and other
current assets. In addition, total liabilities remained virtually unchanged,
increasing $196,000 over year-end 1999. The increase in long term debt was
almost equally offset by decreases in total current liabilities and other long
term liabilities.
The Company spent $5,211,000 on capital expenditures during the first
quarter of 2000, which were financed primarily with increased debt and net cash
flow from operating activities. Capital expenditures for fiscal year 2000 are
currently forecasted to be approximately $30 to 35 million.
The Company has a revolving credit facility, initially effective as of
June 27, 1997 and as amended, with The Chase Manhattan Bank, Mellon Bank, N.A.
and other lending institutions. The amendments that the Company entered into in
2000 are summarized as follows. The Company entered into a fourth amendment,
dated as of February 29, 2000, that permitted, based on certain financial tests,
the applicable margin to be reduced earlier than provided for in the existing
credit facility, as previously amended. The Company entered into a fifth
amendment, dated as of May 2, 2000, that modified the amount of money the
Company can borrow from an aggregate $175,000,000 to an aggregate $210,000,000.
The credit facility provides for revolving credit loans, swing line loans
and multi-currency loans, within the parameters described below. The loan is due
June 30, 2003 with a balloon payment of the then remaining principal and any
accrued interest. The Company has classified all of the line of credit as
long-term debt, as there are no required principal payments due within the next
12 months. At the Company's option, borrowings may be effectuated, subject to
certain conditions, on a NYBOR rate, an eurocurrency rate for dollars, an
applicable eurocurrency rate for certain foreign currencies, a money market
rate, or an alternative base rate. Eurocurrency
8
<PAGE>
loans bear interest at the then current applicable LIBOR rate, plus an
applicable margin. The applicable margin, which pertains only to LIBOR and NYBOR
rate loans, varies from 0.5% to 2.00%, depending upon the Company's ability to
satisfy certain quarterly financial tests. In addition, the credit agreement
permits the Company to request the issuance of up to a maximum of $20,000,000 in
letters of credit, which issuance will be deemed part of the $210,000,000
maximum amount of borrowing permitted under the credit facility.
The line of credit agreement, as amended, provides for achieving certain
consolidated cash flow coverage and leverage ratios, prescribes minimum
consolidated net worth requirements, limits capital expenditures and new leases
and provides for certain other affirmative and restrictive covenants. The
Company is in compliance with all of these requirements. In addition, the credit
agreement limits the amount of cash dividends that the Company can declare, and
also imposes certain conditions with respect thereto.
9
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Part II. OTHER INFORMATION
--------------------------
ITEM 6. EXHIBITS AND REPORTS ON 8-K
- ------- ---------------------------
(a) Exhibits:
EX-27 Financial Data Schedule
(b) Reports on Form 8-K:
During the first quarter of 2000, an 8-K was filed on March 17,
2000 regarding the fourth amendment dated February 29, 2000 to
the Company's existing credit facility with The Chase Manhattan
Bank, N.A. and other lending institutions.
10
<PAGE>
SIGNATURES
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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.
BUSH INDUSTRIES, INC.
-------------------------------
(Registrant)
Date: May 11, 2000 By: /s/ Robert L. Ayres
------------------ -------------------------------
(Signature)
Robert L. Ayres
Executive Vice President,
Chief Operating Officer
and Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INCOME
STATEMENT AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-START> JAN-02-2000
<PERIOD-END> APR-01-2000
<CASH> 2,506
<SECURITIES> 0
<RECEIVABLES> 37,457
<ALLOWANCES> 2,080
<INVENTORY> 58,347
<CURRENT-ASSETS> 107,163
<PP&E> 302,926
<DEPRECIATION> 105,314
<TOTAL-ASSETS> 331,202
<CURRENT-LIABILITIES> 61,188
<BONDS> 128,050
0
0
<COMMON> 1,396
<OTHER-SE> 124,608
<TOTAL-LIABILITY-AND-EQUITY> 331,202
<SALES> 122,166
<TOTAL-REVENUES> 122,166
<CGS> 84,733
<TOTAL-COSTS> 84,733
<OTHER-EXPENSES> 27,505
<LOSS-PROVISION> 175
<INTEREST-EXPENSE> 2,726
<INCOME-PRETAX> 7,027
<INCOME-TAX> 3,025
<INCOME-CONTINUING> 4,002
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,002
<EPS-BASIC> .29
<EPS-DILUTED> .28
</TABLE>
