SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
-------Exchange Act of 1934
For the quarterly period ended September 25, 1999 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 0-14938.
STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1272589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1641 Fairystone Park Highway, Stanleytown, Virginia 24168
(Address of principal executive offices, Zip Code)
(540)627-2000
(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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 4, 1999.
Class Number
Common Stock, par value $.02 per share 7,093,930 Shares
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STANLEY FURNITURE COMPANY, INC.
BALANCE SHEETS
(In thousands, except share data)
<CAPTION>
(Unaudited)
September December
25, 1999 31, 1998
___________ _________
<S> <C> <C>
ASSETS
Current assets:
Cash.................................................................... $ 3,295 $ 6,791
Accounts receivable, less allowances of $2,314 and $1,906............... 35,262 29,141
Inventories:
Finished goods........................................................ 22,898 22,853
Work-in-process....................................................... 8,063 7,495
Raw materials......................................................... 11,310 16,166
___________ _________
42,271 46,514
Prepaid expenses and other current assets............................... 1,023 903
Deferred income taxes................................................... 2,429 1,980
___________ _________
Total current assets.................................................. 84,280 85,329
Property, plant and equipment, net........................................ 63,651 52,474
Goodwill, less accumulated amortization of $3,612 and $3,360.............. 9,828 10,080
Other assets.............................................................. 6,090 6,491
___________ _________
$ 163,849 $ 154,374
=========== =========
LIABILITIES
Current liabilities:
Current maturities of long-term debt.................................... $ 5,236 $ 5,136
Accounts payable........................................................ 23,061 21,837
Accrued salaries, wages and benefits.................................... 12,756 11,939
Other accrued expenses.................................................. 2,225 2,009
___________ _________
Total current liabilities............................................. 43,278 40,921
Long-term debt, exclusive of current maturities........................... 33,168 38,403
Deferred income taxes..................................................... 11,550 10,694
Other long-term liabilities............................................... 1,988 1,988
___________ _________
Total liabilities....................................................... 89,984 92,006
___________ _________
STOCKHOLDERS' EQUITY
Common stock, $.02 par value, 10,000,000 shares authorized,
7,093,930 and 7,069,715 shares issued and outstanding................... 142 141
Capital in excess of par value............................................ 35,029 37,073
Retained earnings ........................................................ 38,694 25,154
___________ _________
Total stockholders' equity.............................................. 73,865 62,368
___________ _________
$ 163,849 $ 154,374
=========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
STANLEY FURNITURE COMPANY, INC.
STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September September September September
25, 1999 26, 1998 25, 1999 26, 1998
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Net sales................................................. $65,319 $63,832 $192,364 $183,386
Cost of sales............................................. 48,203 48,449 142,758 138,585
_________ _________ _________ _________
Gross profit............................................ 17,116 15,383 49,606 44,801
Selling, general and administrative expenses.............. 8,400 8,209 25,051 24,310
_________ _________ _________ _________
Operating income........................................ 8,716 7,174 24,555 20,491
Other expense, net........................................ 28 159 335 242
Interest expense.......................................... 872 1,035 2,619 3,221
_________ _________ _________ _________
Income before income taxes.............................. 7,816 5,980 21,601 17,028
Income taxes.............................................. 2,859 2,274 8,061 6,472
_________ _________ _________ _________
Net income.............................................. $ 4,957 $ 3,706 $ 13,540 $ 10,556
========= ========= ========= =========
Earnings per share:
Basic................................................... $ .69 $ .52 $ 1.90 $ 1.51
Diluted................................................. $ .64 $ .46 $ 1.74 $ 1.32
Weighted average shares outstanding:
Basic................................................... 7,141 7,144 7,125 7,005
Diluted................................................. 7,762 8,063 7,804 8,003
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
STANLEY FURNITURE COMPANY, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
Nine Months Ended
September September
25, 1999 26, 1998
_________ _________
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers........................................... $ 186,058 $ 173,838
Cash paid to suppliers and employees................................... (156,502) (155,948)
Interest paid.......................................................... (2,915) (3,545)
Income taxes paid, net................................................. (6,667) (5,530)
_________ _________
Net cash provided by operating activities............................ 19,974 8,815
_________ _________
Cash flows from investing activities:
Capital expenditures................................................... (15,475) (4,000)
Other, net............................................................. (157) (13)
_________ _________
Net cash used by investing activities................................ (15,632) (4,013)
_________ _________
Cash flows from financing activities:
Purchase and retirement of common stock................................ (4,438)
Repayment of revolving credit facility................................. (950)
Repayment of Senior Notes.............................................. (5,135) (5,086)
Proceeds from insurance policy loans................................... 596 536
Proceeds from exercised stock options.................................. 1,139 1,518
_________ _________
Net cash used by financing activities................................ (7,838) (3,982)
_________ _________
Net increase (decrease) in cash........................................ (3,496) 820
Cash at beginning of year.............................................. 6,791 756
_________ _________
Cash at end of period................................................ $ 3,295 $ 1,576
========= =========
Reconciliation of net income to net cash provided
by operating activities:
Net income............................................................. $ 13,540 $ 10,556
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization........................................ 4,566 4,315
Other, net........................................................... 131 132
Changes in assets and liabilities:
Accounts receivable................................................ (6,121) (9,251)
Inventories........................................................ 4,243 534
Prepaid expenses and other current assets.......................... (187) (483)
Accounts payable................................................... 1,224 637
Accrued salaries, wages and benefits............................... 817 1,046
Other accrued expenses............................................. 1,466 1,970
Deferred income taxes.............................................. 407 (549)
Other assets....................................................... (112) (92)
_________ _________
Net cash provided by operating activities.............................. $ 19,974 $ 8,815
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
STANLEY FURNITURE COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. Preparation of Interim Financial Statements
The financial statements of Stanley Furniture Company, Inc. (referred to as
"Stanley" or the "Company") have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
management, these statements include all adjustments necessary for a fair
presentation of the results of all interim periods reported herein. All such
adjustments are of a normal recurring nature. Certain information and footnote
disclosures prepared in accordance with generally accepted accounting principles
have been either condensed or omitted pursuant to SEC rules and regulations.
However, management believes that the disclosures made are adequate for a fair
presentation of results of operations and financial position. Operating results
for the interim periods reported herein may not be indicative of the results
expected for the year. It is suggested that these financial statements be read
in conjunction with the financial statements and accompanying notes included in
Stanley's latest annual report on Form 10-K.
2. Property, Plant and Equipment
<TABLE>
<CAPTION>
(Unaudited)
September December
25, 1999 31, 1998
_________ ________
<S> <C> <C>
Land and buildings.................................... $ 34,981 $ 34,699
Machinery and equipment............................... 60,979 51,728
Office fixtures and equipment......................... 1,772 1,772
Construction in progress.............................. 7,524 1,876
_________ ________
Property, plant and equipment, at cost............ 105,256 90,075
Less accumulated depreciation......................... 41,605 37,601
_________ ________
$ 63,651 $ 52,474
========= ========
3. Long-Term Debt
(Unaudited)
September December
25, 1999 31,1998
_________ ________
7.28% senior notes due March 15, 2004................. $ 21,429 $ 25,714
7.57% senior note due June 30, 2005................... 6,975 7,825
7.43% senior notes due November 18, 2007.............. 10,000 10,000
_________ ________
Total............................................... 38,404 43,539
Less current maturities............................... 5,236 5,136
_________ ________
$ 33,168 $ 38,403
========= ========
</TABLE>
4. Earnings Per Common Share
Basic earnings per common share are based upon the weighted average shares
outstanding. Outstanding stock options are treated as common stock equivalents
for purposes of computing diluted earnings per share. Basic and diluted earnings
per share are calculated using the following share data (unaudited):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September September September September
25, 1999 26, 1998 25, 1999 26, 1998
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Weighted average shares outstanding
for basic calculation...................... 7,141 7,144 7,125 7,005
Add: Effect of stock options.................. 621 919 679 998
_________ _________ _________ _________
Weighted average shares outstanding,
adjusted for diluted calculation....... 7,762 8,063 7,804 8,003
========= ========= ========= =========
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales increased $1.5 million, or 2.3%, for the three month period ended
September 25, 1999 from the comparable 1998 period. For the nine month period,
net sales increased $9.0 million, or 4.9%, from the comparable 1998 period. The
Company closed its upholstery operations in the second half of 1998. Excluding
upholstery sales for the three and nine month periods of 1998, wood furniture
sales increased 4.1% and 7.6% in the 1999 periods, respectively. The increase
was due to higher unit volume and to a lesser extent higher average selling
prices. Shipments in the 1999 periods were limited by capacity constraints.
Gross profit margins for the three and nine month periods of 1999 increased to
26.2% and 25.8%, respectively, from 24.1% and 24.4% for the comparable 1998
periods. The increase resulted primarily from stable raw material cost and
improved operating efficiencies. These comparisons were also favorably impacted
by the phase out of upholstered products.
Selling, general and administrative expenses as a percentage of net sales for
the three and nine month periods of 1999 were 12.9% and 13.0%, respectively,
compared to 12.9% and 13.3% for the comparable 1998 periods. The lower
year-to-date percentage in 1999 was due principally to higher net sales.
Expenditures in 1999 were higher due principally to selling expenses directly
attributable to increased sales. However, the majority of the increase was
offset by the elimination of expenditures related to upholstered products, which
were phased out in the second half of 1998.
As a result of the above, operating income as a percentage of net sales for the
three and nine month periods of 1999 increased to 13.3% and 12.8%, respectively,
from 11.2% of net sales for both the comparable periods.
Interest expense for the 1999 three and nine month periods decreased due to
lower average debt levels.
The Company's effective income tax rate declined to 37.3% for the 1999 nine
month period from 38.0% in 1998, due to lower state tax expense.
Financial Condition, Liquidity and Capital Resources
Cash generated from operations increased to $20.0 million in the 1999 period
compared to $8.8 million in the 1998 period, due primarily to increased sales.
The cash generated in the 1999 period was used to fund capital expenditures,
reduce borrowings and repurchase the Company's common stock.
Net cash used by investing activities increased to $15.6 million in the 1999
period from $4.0 million in the 1998 period, due principally to increased
capital expenditures. The 1999 increase in capital expenditures is primarily for
capacity expansion projects. The Company estimates the total cost of these
projects to be approximately $25 million, of which a majority is expected to be
incurred in 1999. Approximately $10 million is being used to expand production
capability at existing facilities to add $30-$35 million of increased sales
capacity on an annualized basis. This new capacity is currently being phased in
and will allow the Company to increase production for its bedroom and Young
AmericaTM youth bedroom products. Approximately $15 million is being used to
purchase and equip a facility dedicated to the production of home office
furniture. This facility is expected to begin operation early next year and
should provide $50-$60 million of sales capacity on an annualized basis when in
full production in two to three years. Including expenditures related to the
expansion projects, capital expenditures in 1999 are anticipated to be
approximately $26 million. The remaining expenditures in the current period and
the expenditures in the 1998 period were primarily for plant and equipment and
other assets in the normal course of business.
Net cash used by financing activities was $7.8 million in the 1999 period
compared to $4.0 million in the 1998 period. In the 1999 period, the purchase of
common stock and reduction in borrowings were financed by cash generated from
operations and proceeds from the exercise of stock options. In the 1998 period,
cash generated from operations and proceeds from the exercise of stock options
were used to reduce borrowings.
In October 1998, the Company's Board of Directors authorized the use of up to
$10 million to repurchase shares of its common stock. In August 1999, the
Company's Board of Directors increased the authorization to $20 million.
Consequently, the Company may, from time to time, either directly or through
agents, repurchase its common stock in the open market through negotiated
purchases or otherwise, at prices and on terms satisfactory to the Company. The
Company has utilized $10 million to purchase 526,750 shares of its common stock
at an average price of $18.97 per share, including the purchase of 211,750
shares at an average price of $20.96 per share during the nine month period
ended September 25, 1999. Depending on market prices and other conditions
relevant to the Company, such purchases may be discontinued at any time.
At September 25, 1999, long-term debt including current maturities was $38.4
million and approximately $24.0 million of additional borrowings were available
under the Company's revolving credit facility. Debt service requirements are
$5.2 million in 2000, $6.7 million in 2001, $6.8 million in 2002, and $6.9
million in 2003. The Company believes that its financial resources are adequate
to support its capital needs, debt service requirements and stock repurchase
programs.
Year 2000
The Company continues to actively address the business issues associated with
the expected impact of the Year 2000 ("Y2K") on information technology systems
and non-information technology systems, including equipment with embedded
microprocessors, both internally and in relation to the Company's external
customers and suppliers. Factors involved in assessing such business issues
include the evaluation and testing of the Company's systems; evaluation,
upgrading and certifying of automated plant machinery and equipment; and
assessing the compliance strategies of significant customers and vendors and
monitoring the status of their strategies.
The Company created a cross-functional Y2K team for the purpose of directing the
Company's compliance efforts and identifying and addressing the impact of
noncompliance on information technology systems and non-information technology
systems. An inventory of all the Company's equipment containing date sensitive
embedded technology has been completed. All equipment has been either tested
and/or certified to be Y2K compliant. However, additional testing will continue
for the balance of the year. Since 1996, the Company has been upgrading its
information systems technology with Y2K compliant software to support its sales,
manufacturing and administrative functions. At the present time, the Company
believes it has completed all of the necessary internal software and hardware
implementation required for Y2K compliance. The Company does not believe any
material exposures or contingencies exist with respect to its internal
information systems.
The Company has requested assurances from its major suppliers and business
partners that they will be Y2K compliant so that there will be no disruption of
their products or services as the new century begins. The Company has assessed
the risk of each of its significant suppliers and business partners to determine
the possible impact of their noncompliance, if that should occur. Although the
Company is presently not aware of any material exposures or contingencies
related to the Y2K compliance efforts of its significant vendors and business
partners, if a significant vendor or business partner should be noncompliant
there can be no assurance such an event will not have a material adverse effect
on the Company's financial position, results of operations and cash flows. The
Company believes the actions it is taking (including the continued monitoring of
third-party compliance and the development of appropriate contingency plans)
will minimize these risks and believes it is taking responsible steps to prevent
any major disruptions.
The Company believes the actions it has taken since 1996 with regard to Y2K
issues have minimized Y2K related capital costs and expenses incurred to date
(estimated at less than $1.0 million). Substantially all costs have been
incurred.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts, but
are forward-looking statements. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy. These statements
reflect the Company's reasonable judgment with respect to future events and are
subject to risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include the cyclical nature of the furniture industry,
fluctuations in the price for lumber which is the most significant raw material
used by the Company, competition in the furniture industry, capital costs,
delays in construction or obtaining necessary permits for planned expansions,
and general economic conditions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 9, 1999, the United States Environmental Protection Agency
served the Company with an administrative complaint citing the alleged failure
of a July 1998 compliance test of one boiler at the Stanleytown, Virginia
facility and seeking a civil fine in the amount of $175,000. The Company
intends to vigorously contest the complaint and in August 1999 filed its
answer seeking an elimination of the civil fine. The Company believes that the
cost related to the complaint will not have a material adverse effect on the
Company's financial condition or results of operations.
Item 5. Other Information
In July 1999, the number of directors constituting the Company's Board
of Directors was increased to six and Robert G. Culp, III was elected a director
with a term expiring at the 2002 Annual Meeting of Stockholders. Mr. Culp is
Chairman of the Board and Chief Executive Officer and a director of Culp, Inc.,
a manufacturer and marketer of furniture upholstery fabrics and mattress
fabrics.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27.1 Financial Data Schedule for the quarter ended
September 25, 1999.*
(b) Reports on Form 8-K
A report on Form 8-K was filed on August 30, 1999 to announce the
Company's Board of Directors' authorization to use an additional $10
million to repurchase the Company's common stock.
_____________________
* Filed herewith.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
Date: October 12, 1999 By:/s/Douglas I. Payne
______________________________________
Douglas I. Payne
Sr. V.P. - Finance and Administration,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Sep-25-1999
<CASH> 3,295
<SECURITIES> 0
<RECEIVABLES> 35,262
<ALLOWANCES> 2,314
<INVENTORY> 42,271
<CURRENT-ASSETS> 84,280
<PP&E> 105,256
<DEPRECIATION> 41,605
<TOTAL-ASSETS> 163,849
<CURRENT-LIABILITIES> 43,278
<BONDS> 0
0
0
<COMMON> 142
<OTHER-SE> 73,723
<TOTAL-LIABILITY-AND-EQUITY> 163,849
<SALES> 192,364
<TOTAL-REVENUES> 192,364
<CGS> 142,758
<TOTAL-COSTS> 167,809
<OTHER-EXPENSES> 335
<LOSS-PROVISION> 315
<INTEREST-EXPENSE> 2,619
<INCOME-PRETAX> 21,601
<INCOME-TAX> 8,061
<INCOME-CONTINUING> 13,540
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,540
<EPS-BASIC> 1.90
<EPS-DILUTED> 1.74
</TABLE>
