UNITED STATES
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 June 30, 1999
[ ] 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 0-16319
LUND INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1568618
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
911 LUND BOULEVARD
ANOKA, MINNESOTA 55303
Registrant's telephone number, including area code: (612) 576-4200
- --------------------------------------------------------------------------
(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 the 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 the close of the latest practicable date.
As of August 13, 1999, 7,874,381 shares of the registrant's common stock, $.10
par value, 1,493,398 shares of the registrant's Class B-1 common stock, $.01 par
value and 167,470.4 shares of the registrant's Series B Preferred Stock, $.01
par value, were issued and outstanding.
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1-2
June 30, 1999 (Unaudited) and December 31, 1998
Consolidated Statements of Operations (Unaudited) 3
Three Months Ended June 30, 1999 and 1998
Consolidated Statements of Operations (Unaudited) 4
Six Months Ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows (Unaudited) 5
Six Months Ended June 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-8
Report of Independent Accountants 9
Item 2. Management's Discussion and Analysis of Financial 10-19
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Exhibits 22
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LUND INTERNATIONAL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
June 30, December 31,
1999 1998
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash $ 683 $ 1,191
Restricted cash 3,911 --
Accounts receivable, net 43,616 33,389
Inventories 24,445 21,771
Deferred income taxes 5,896 4,300
Other current assets 1,729 2,553
------------ ------------
Total current assets 80,280 63,204
Property and equipment, net 33,150 29,568
Intangibles, net 127,822 119,834
Restricted cash -- 3,911
Other assets 4,084 4,840
------------ ------------
Total assets $ 245,336 $ 221,357
============ ============
The accompanying notes are an integral part
of the consolidated financial statements.
1
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
($ in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 12,017 $ 6,466
Accrued expenses 15,898 17,750
Long-term debt, current portion 9,451 4,251
------------ ------------
Total current liabilities 37,366 28,467
Long-term debt, less current portion 109,105 99,796
Deferred income taxes 6,123 6,600
Other liabilities 646 607
------------ ------------
Total liabilities 153,240 135,470
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock-Series B, $.01 par value;
authorized 363 shares; 324 issued and outstanding at June 30, 1999,
252 issued and outstanding at December 31, 1998 3 2
Common stock, $.10 par value;
authorized 25,000 shares; 6,311 issued and outstanding
at June 30, 1999 and December 31, 1998 631 631
Class B-1 common stock, $.01 par value;
authorized 3,000 shares; 1,493 issued and outstanding
at June 30, 1999 and December 31, 1998 15 15
Additional paid-in capital 64,432 58,164
Retained earnings 27,015 27,075
------------ ------------
Total stockholders' equity 92,096 85,887
------------ ------------
Total liabilities and stockholders' equity $ 245,336 $ 221,357
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
2
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 54,239 $ 29,897
Cost of goods sold 38,413 20,603
------------ ------------
Gross profit 15,826 9,294
Operating expenses
General and administrative 4,226 2,940
Selling and marketing 5,673 3,413
Research and development 915 694
Amortization of intangibles 1,337 586
------------ ------------
Total operating expenses 12,151 7,633
------------ ------------
Income from operations 3,675 1,661
Other income (expense), net
Interest expense (3,161) (1,377)
Interest income 9 26
Other, net (2) (15)
------------ ------------
Other income (expense), net (3,154) (1,366)
------------ ------------
Income before income taxes 521 295
Income tax (benefit) expense (19) 132
------------ ------------
Net income $ 540 $ 163
============ ============
Basic net income per share $ 0.07 $ 0.03
============ ============
Diluted net income per share $ 0.06 $ 0.02
============ ============
Weighted average common shares 7,804 6,412
============ ============
Weighted average common and
common equivalent shares 8,496 6,761
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 98,641 $ 57,082
Cost of goods sold 70,363 39,824
------------ ------------
Gross profit 28,278 17,258
Operating expenses
General and administrative 7,933 5,507
Selling and marketing 10,436 6,689
Research and development 1,813 1,450
Amortization of intangibles 2,634 1,167
------------ ------------
Total operating expenses 22,816 14,813
------------ ------------
Income from operations 5,462 2,445
Other income (expense), net
Interest expense (6,224) (2,725)
Interest income 17 81
Other, net 16 (13)
------------ ------------
Other income (expense), net (6,191) (2,657)
------------ ------------
Loss before income taxes (729) (212)
Income tax benefit (669) (114)
------------ ------------
Net loss $ (60) $ (98)
============ ============
Basic net loss per share $ (0.01) $ (0.02)
============ ============
Diluted net loss per share $ (0.01) $ (0.02)
============ ============
Weighted average common shares 7,804 5,841
============ ============
Weighted average common and
common equivalent shares 7,804 5,841
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (60) $ (98)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 3,083 1,762
Amortization 3,228 1,371
Deferred income taxes (2,132) 286
Provision for doubtful accounts 150 126
Provision for obsolete inventory 191 74
Other, net (87) 50
Changes in operating assets and liabilities, net of impact of acquisition in 1999:
Accounts receivable (8,118) (1,869)
Inventories 742 417
Other assets 1,814 (1,279)
Accounts payable, trade 3,714 (896)
Accrued expenses (1,702) (6,480)
Other liabilities 39 (41)
------------ ------------
Net cash provided by (used in) operating activities 862 (6,577)
------------ ------------
Cash flows from investing activities:
Purchase of Deflecta-Shield common stock -- (2,840)
Purchase of Smittybilt (16,749) --
Purchases of property and equipment (3,634) (1,602)
Change in restricted cash and marketable securities -- 719
Proceeds from sales of property and equipment 1,078 --
------------ ------------
Net cash used in investing activities (19,305) (3,723)
------------ ------------
Cash flows from financing activities:
Principal payments on long-term debt (10,103) (48,994)
Proceeds from long-term debt 23,681 54,502
Checks issued in excess of bank balances (328) 853
Proceeds from issuance of preferred stock 5,000 --
Payment of other liabilities -- (140)
Debt issuance costs (315) (1,061)
------------ ------------
Net cash provided by financing activities 17,935 5,160
------------ ------------
Net decrease in cash and
temporary cash investments (508) (5,140)
Cash and temporary cash investments:
Beginning of period 1,191 6,790
------------ ------------
End of period $ 683 $ 1,650
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
5
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share amounts)
A - Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Lund
International Holdings, Inc. and its subsidiaries, Lund Industries,
Incorporated, Deflecta-Shield Corporation (and its subsidiaries), Ventshade
Holdings, Inc. (and its subsidiary), and Smittybilt, Inc. (collectively referred
to as the "Company"). The consolidated balance sheet as of June 30, 1999, the
consolidated statements of operations for the three months and six months ended
June 30, 1999 and 1998, and the consolidated statements of cash flows for the
six months ended June 30, 1999 and 1998 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included. Such adjustments consisted only of normal
recurring items. The results of operations for any interim period are not
necessarily indicative of results for the full year.
The December 31, 1998 condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. These financial statements should be
read in conjunction with the Company's audited consolidated financial statements
and related notes for the year ended December 31, 1998, which were included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
The consolidated financial statements and accompanying notes are presented as
permitted by Form 10-Q, and do not contain certain information included in the
Company's annual financial statements and notes.
B - Acquisitions
On December 23, 1998, the Company, through a wholly-owned subsidiary, acquired
all of the issued and outstanding capital stock of Ventshade Holdings, Inc.
("Ventshade"), a manufacturer and supplier to the automotive aftermarket of
shades, visors, deflectors, and light covers for pick-up trucks, sport utility
vehicles, minivans, and passenger cars. The aggregate purchase price of
approximately $69.4 million consisted of an initial purchase price of $66.9
million, direct transaction costs of $1.8 million, and a working capital
adjustment of $0.7 million. The funds for the acquisition were obtained from (i)
issuance of common and preferred stock for aggregate gross proceeds of $25.0
million, (ii) proceeds from a new term loan to the Company of $25.0 million,
(iii) $20.0 million gross proceeds from the issuance of 12.5% senior
subordinated notes, and (iv) seller financing of approximately $0.9 million.
On January 29, 1999, the Company, through a wholly-owned subsidiary, acquired
all of the issued and outstanding capital stock of Smittybilt, Inc.
("Smittybilt"), a manufacturer and supplier of tubular accessory products for
light trucks, including tubular steps, brush guards, bumpers and nerf bars. The
aggregate purchase price of approximately $19.0 million consisted of an initial
purchase price of $16.0 million, assumed debt of $2.0 million and direct
transactions costs of $1.0 million. The acquisition was financed by (i) issuance
of preferred stock for $5.0 million, (ii) senior lender financing of $9.5
million, and (iii) and $5.0 million from the Company's senior subordinated note
holder.
6
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share amounts)
In conjunction with the debt financing from the senior subordinated note
lenders, the Company issued warrants to purchase 704,839 shares of the Company's
Common Stock at $.11 per share, or 70,483.9 shares of Series B Preferred Stock
at $1.10 per share. These warrants were valued at $3,868 at the date of issuance
and are reflected as a component of additional paid-in capital. The amount is
also presented as a note discount and is being amortized to interest expense
using the straight-line method, which approximates the effective interest
method.
The following selected unaudited pro forma information is being provided to
present a summary of the combined results of the Company as if the Ventshade and
Smittybilt acquisitions had occurred as of January 1, 1998, giving effect to
purchase accounting adjustments. The pro forma data is for informational
purposes only and may not necessarily reflect the results of operations of the
Company had the acquired businesses operated as part of the Company for the
period presented.
Three Months Ended Six Months Ended
------------------ ------------------------
June 30, June 30, June 30,
1998 1999 1998
--------- --------- ---------
Net sales $ 49,926 $ 99,821 $ 93,076
Net income (loss) 318 (106) (486)
Basic and diluted
net income (loss) per share .04 (.01) (.06)
C - Inventories
Inventories consisted of the following:
June 30, December 31,
1999 1998
------------ ------------
Raw materials $ 10,037 $ 11,084
Finished goods and work in process 14,408 10,687
------------ ------------
$ 24,445 $ 21,771
============ ============
D - Segment Reporting
The Company's business activities are organized around three primary business
units: light truck, suspension, and heavy truck. Internal reporting conforms to
this organizational structure with no significant differences in accounting
policies applied. The Company allocates resources to each business unit based on
net sales and net employed capital which is defined as current assets; property,
plant and equipment, net; other assets excluding deferred taxes and goodwill and
other intangibles; less current liabilities and other liabilities excluding
deferred taxes and debt. The Company's business is the design, manufacture,
marketing, and distribution of automotive accessories. In so doing, the
Company's business units are divided into automotive appearance accessories for
light trucks, sport utility vehicles
7
<PAGE>
and vans; appearance accessories for heavy trucks; and suspension systems for
light trucks and sport utility vehicles. A summary of the Company's business
activities reported by its three business segments for the three-month and
six-month periods ended June 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES:
Light truck $ 45,104 $ 22,604 $ 82,276 $ 43,375
Heavy truck 5,127 4,449 9,682 8,411
Suspension 4,008 2,844 6,683 5,296
---------- ---------- ---------- ----------
Total 54,239 29,897 98,641 57,082
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS:
Light truck 1,973 19 2,258 (642)
Heavy truck 1,117 1,377 2,370 2,550
Suspension 585 265 834 537
---------- ---------- ---------- ----------
Total 3,675 1,661 5,462 2,445
Other income (expense):
Interest expense (3,161) (1,377) (6,224) (2,725)
Interest income 9 26 17 81
Other, net (2) (15) 16 (13)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES 521 295 (729) (212)
Income tax (benefit) expense (19) 132 (669) (114)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 540 $ 163 $ (60) $ (98)
========== ========== ========== ==========
</TABLE>
E - Earnings per share
Basic EPS is calculated as net (loss) income divided by weighted average common
shares outstanding. The Company's dilutive securities are primarily issuable
under the Company's Incentive Stock Option Plans, the Non-Employee Director
Stock Option Plan, stock warrants and preferred stock. Diluted EPS is calculated
as net income divided by weighted average common shares outstanding, increased
to include the assumed conversion of dilutive securities. Dilutive securities
are excluded from the calculation of weighted average common and common
equivalent shares outstanding in all loss periods, as their calculation would be
anti-dilutive.
F - Comprehensive income (loss)
There were no other comprehensive income (loss) items in the three months and
six months ended June 30, 1999 or 1998.
* * * * *
PricewaterhouseCoopers LLP, the Company's independent accountants, have
performed a review of the unaudited interim consolidated financial statements
included herein and their report thereon accompanies this filing. This report is
not a "report" within the meaning of Sections 7 and 11 of the 1933 Act and the
independent accountant's liability under Section 11 does not extend to it.
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Lund International Holdings, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of Lund
International Holdings, Inc. (the Company) as of June 30, 1999, the related
consolidated statements of operations for the three months and six months ended
June 30, 1999 and 1998, and consolidated statements of cash flows for the six
months ended June 30, 1999 and 1998. These consolidated financial statements are
the responsibility of the Company's management.
We conducted our reviews 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 the financial and
accounting matters. It is substantially less in scope than an audit conducted 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 reviews, we are not aware of any material modifications that should
be made to the 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, 1998, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the year then ended (not presented herein); and in our report
dated February 19, 1999, 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, 1998,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
August 3, 1999
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
($ in thousands except per share amounts)
GENERAL OVERVIEW:
Lund International Holdings, Inc. (the "Company"), through its wholly-owned
subsidiaries, Lund Industries, Incorporated ("Lund"), Deflecta-Shield
Corporation and its subsidiaries ("Deflecta-Shield"), Ventshade Holdings, Inc.
and its subsidiary ("Ventshade"), and Smittybilt, Inc. ("Smittybilt") designs,
manufactures, markets and distributes appearance automotive aftermarket
accessories and other products for light trucks, sport utility vehicles and vans
("light trucks"), for passenger cars and for heavy trucks. Products directed at
the light truck and automobile market include side window ventvisors, windsheild
visors, hood shields/bug deflectors, running boards, tonneau covers, aluminum
storage boxes, tubular products, and other appearance accessories. In addition,
the Company is a leading original equipment manufacturer ("OEM") of accessories
for the light truck and heavy truck markets and supplies suspension systems for
light trucks.
On December 23, 1998 and January 28, 1999, the Company acquired 100% of the
outstanding common stock of Ventshade and Smittybilt (the "Acquisitions"). The
Acquisitions were accounted for under the purchase method of accounting, which
required the Company to recognize a $1,150 increase in cost of goods sold in the
first six months of 1999 to reflect the write-up of the Acquisitions' finished
goods and work-in-process inventories acquired by the Company. The purchase
method of accounting for the Acquisitions also resulted in recording fair value
adjustments to molds and dies, goodwill and other intangible assets of
approximately $56.2 million with depreciation and amortization periods ranging
from 4 to 40 years. For the six months ending June 30, 1999, the Company's
consolidated results of operations and consolidated statement of cash flows
include Ventshade for the entire period and Smittybilt from its date of
acquisition on January 28, 1999 to June 30, 1999.
To finance the Acquisitions, the Company sold shares of common and preferred
stock for $30.0 million and received financing of $34.5 million from its primary
senior lender, seller financing of approximately $0.9 million and financing of
$25.0 million from senior subordinated lenders with warrants to purchase 704,839
shares of Common Stock, or 70,483.9 shares of Series B Preferred Stock.
On January 31, 1999, the Company sold the assets, principally property and
equipment, of its Fibernetics "specialty fiberglass and plastics" division in
Compton, California for approximately $1.0 million. The loss on the sale of
these assets was not material.
RESULTS OF OPERATIONS:
($ in thousands, except earnings per share)
Certain 1998 adjusted pro forma information is included for comparative purposes
to provide information comparable to the first quarter 1999 actual information.
To provide comparable 1998 information, the adjusted pro forma information
assumes the acquisition of Ventshade was completed on January 1, 1998, and the
acquisition of Smittybilt and the sale of Fibernetics were completed on February
1, 1998.
10
<PAGE>
Three Months Ended June 30,
------------------------------------------
1999 1998 1998
Actual Actual Pro forma
---------- ---------- ----------
NET SALES:
Light truck $ 45,104 $ 22,604 $ 41,385
Heavy truck 5,127 4,449 4,449
Suspension 4,008 2,844 2,844
---------- ---------- ----------
Total 54,239 29,897 48,678
---------- ---------- ----------
INCOME FROM OPERATIONS:
Light truck 1,973 19 2,667
Heavy truck 1,117 1,377 1,377
Suspension 585 265 265
---------- ---------- ----------
Total 3,675 1,661 4,309
Other income (expense), net:
Interest expense (3,161) (1,377) (3,123)
Interest income 9 26 35
Other, net (2) (15) (239)
---------- ---------- ----------
INCOME BEFORE INCOME TAXES $ 521 $ 295 $ 982
========== ========== ==========
Six Months Ended June 30,
------------------------------------------
1999 1998 1998
Actual Actual Pro forma
---------- ---------- ----------
NET SALES:
Light truck $ 82,276 $ 43,375 $ 75,573
Heavy truck 9,682 8,411 8,411
Suspension 6,683 5,296 5,296
---------- ---------- ----------
Total 98,641 57,082 89,280
---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS:
Light truck 2,258 (642) 2,938
Heavy truck 2,370 2,550 2,550
Suspension 834 537 537
---------- ---------- ----------
Total 5,462 2,445 6,025
Other income (expense):
Interest expense (6,224) (2,725) (6,081)
Interest income 17 81 98
Other, net 16 (13) (244)
---------- ---------- ----------
(LOSS) INCOME BEFORE TAXES $ (729) $ (212) $ 202
========== ========== ==========
11
<PAGE>
The following tables set forth the percentage relationship to net sales of
certain items in the Company's consolidated statements of operations for the
periods indicated:
<TABLE>
<CAPTION>
Three Months Ended June 30
---------------------------------------------------------------------------------
1999 Actual 1998 Actual 1998 Pro forma
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 54,239 100.0% $ 29,897 100.0% $ 48,678 100.0%
Gross profit 15,826 29.2 9,294 31.1 15,263 31.4
General and administrative 4,226 7.8 2,940 9.8 3,836 7.9
Selling and marketing 5,673 10.4 3,413 11.4 5,024 10.3
Research and development 915 1.7 694 2.3 761 1.6
Amortization of intangibles 1,337 2.5 586 2.0 1,333 2.7
Income from operations 3,675 6.8 1,661 5.6 4,309 8.9
Other (expense) income, net (3,154) (5.8) (1,366) (4.6) (3,327) (6.8)
Income tax (benefit) expense (19) -- 132 0.4 279 0.6
Net income $ 540 1.0% $ 163 0.6% $ 703 1.5%
<CAPTION>
Six Months Ended June 30
---------------------------------------------------------------------------------
1999 Actual 1998 Actual 1998 Pro forma
----------------------- ----------------------- -----------------------
Net sales $ 98,641 100.0% $ 57,082 100.0% $ 89,280 100.0%
Gross profit 28,278 28.7 17,258 30.2 26,861 30.1
General and administrative 7,933 8.1 5,507 9.7 7,365 8.3
Selling and marketing 10,436 10.6 6,689 11.7 9,291 10.4
Research and development 1,813 1.8 1,450 2.5 1,553 1.7
Amortization of intangibles 2,634 2.7 1,167 2.0 2,627 2.9
Income from operations 5,462 5.5 2,445 4.3 6,025 6.8
Other (expense) income, net (6,191) (6.3) (2,657) (4.7) (6,227) (7.0)
Income tax (benefit) (669) (0.7) (114) (0.2) (57) (0.1)
Net loss $ (60) (0.1%) $ (98) (0.2%) $ (145) (0.1%)
</TABLE>
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
(ACTUAL AND PRO FORMA)
NET SALES: Consolidated net sales for the three months ended June 30, 1999 were
$54,239, an increase of $24,342 over consolidated net sales of $29,897 for the
three months ended June 30, 1998, reflecting the inclusion of the Ventshade and
Smittybilt Acquisitions for 1999. Consolidated net sales increased $5,561, or
11.4%, over 1998 pro forma consolidated net sales. This increase was primarily
attributable to the following factors: (i) light truck net sales increased
$3,719, or 9.0%, (ii) heavy truck net sales increased $678, or 15.2%, and (iii)
suspension net sales increased $1,164, or 40.9%. In the light truck business
unit, gains were recognized in windshield visors, hood shields and bug
deflectors, ventvisors, tonneau covers, headlight and taillight covers, aluminum
tool boxes, tubular products, and other appearance accessories, but were offset
by net sales decreases in aluminum and fiberglass running boards. Sales of
running boards in aftermarket channels continue to be faced with a decline in
market demand due to increased market share by OEMs that install boards on sport
utility vehicles.
12
<PAGE>
COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the three
months ended June 30, 1999 was 29.2% of net sales compared to 31.1% of net sales
for the three months ended June 30, 1998. The gross profit margin for the three
months ended June 30, 1998 on a pro forma basis was 31.4% of net sales. The
decrease in gross margin for the three months ended June 30, 1999 compared to
pro forma 1998 is attributable to additional expenses incurred in the start-up
of the Company's expanded warehouse in Anoka, Minnesota, increased product
returns and higher concentrations of sales in lower margin product lines.
GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$4,226, or 7.8% of net sales, for the three months ended June 30, 1999, compared
to $2,940, or 9.8% of net sales, for the comparable three month period ended
June 30, 1998. On a pro forma basis for 1998, general and administrative
expenses were $3,836, or 7.9% of net sales. The increase of $390 for the three
months ended June 30, 1999 over the 1998 comparable pro forma period is due to
higher bonus accruals in those business units that are out-performing their 1999
operating plan, added headcount in corporate human resources, and the
incremental cost of converting all Deflecta-Shield locations to a common data
processing platform.
SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $5,673, or
10.4% of net sales, for the three months ended June 30, 1999, compared to
$3,413, or 11.4% of net sales, for the three months ended June 30, 1998. Selling
and marketing expenses were $5,024, or 10.3% of net sales, for the 1998
comparable pro forma period. The increase of $649 for the three months ended
June 30, 1999 from the 1998 pro forma period is the result of promotional costs
in new retail accounts and volume-related expenses such as commissions and coop
advertising.
RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were $915,
or 1.7% of net sales, for the three months ended June 30, 1999, compared to
$694, or 2.3% of net sales, for the three months ended June 30, 1998. On a pro
forma basis, research and development expenses were $761, or 1.6% of net sales,
for the three months ended June 30, 1998. The increase of $154 for the three
months ended June 30, 1999 over the comparable 1998 pro forma period is the
result of investments in product development capabilities.
AMORTIZATION OF INTANGIBLES: Amortization expense was $1,337 for the three
months ended June 30, 1999, compared to $586 for the three months ended June 30,
1998. The increase in amortization in 1999 reflects the allocation of the
Acquisitions' purchase price to goodwill, customer lists, work force in place,
and non-compete agreements.
INCOME FROM OPERATIONS: Income from operations for the three months ended June
30, 1999 has increased $2,014, over the three months ended June 30, 1998 as a
result of the Acquisitions. Compared to the comparable 1998 pro forma period,
income from operations has decreased $634, or 14.7%, due to declines in the
Light and Heavy truck divisions of $954 offset by an increase in the Suspension
division of $320.
OTHER INCOME (EXPENSE), NET: Other expense, net, was $3,154 for the three months
ended June 30, 1999, compared to $1,366 of expense for the three months ended
June 30, 1998. For the 1998 comparable pro forma, other expense, net, was
$3,327. The increase in expense in 1999 and pro forma 1998 over actual 1998
reflects the increased interest on borrowings to finance the Acquisitions.
13
<PAGE>
INCOME TAX EXPENSE (BENEFIT): For the three months ended June 30, 1999, the
Company recorded a tax benefit of $19. This amount reflects an adjustment in the
second quarter of 1999 due to a change in the expected annual effective income
tax rate from 52% to 92%. The Company's effective tax rate is substantially
different than the statutory federal tax rate of 34% due to the amortization of
non-tax deductible goodwill recorded in connection with the Acquisitions.
NET INCOME PER SHARE: The Company's net income for the three months ended June
30, 1999 increased $377 to $540, or $.06 per share, from $163, or $.02 per
share, for the three months ended June 30, 1998. On a pro forma basis, the net
income was $703, or $.08 per share, for the comparable period of 1998.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
(ACTUAL AND PRO FORMA)
NET SALES: Consolidated net sales for the six months ended June 30, 1999 were
$98,641, an increase of $41,559 over consolidated net sales of $57,082 for the
six months ended June 30, 1998, reflecting the inclusion of the Ventshade and
Smittybilt Acquisitions for 1999. Consolidated net sales increased $9,361, or
10.5%, over 1998 pro forma consolidated net sales primarily attributable to: (i)
light truck net sales increased $6,703, or 8.9%, (ii) heavy truck net sales
increased $1,271, or 15.1%, and (iii) suspension net sales increased $1,387, or
26.2%. In the light truck business unit, gains were recognized in hood shields
and bug deflectors, ventvisors, headlight and taillight covers, aluminum tool
boxes, tubular products, and other appearance accessories while net sales were
down in windshield visors, running boards, and tonneau covers. Windshield visors
and running boards are faced with a decline in market demand due to changing
styling trends and increased market share by OEMs that install boards on sport
utility vehicles.
COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the six months
ended June 30, 1999 was 28.7% of net sales compared to 30.2% of net sales for
the six months ended June 30, 1998. The gross profit margin for the six months
ended June 30, 1998 on a pro forma basis was 30.1% of net sales. The decrease in
gross margin for the six months ended June 30, 1999 compared to pro forma 1998
is attributable to increased product returns and promotional discounts, higher
concentrations of sales in lower margin product lines, and duplicate warehouse
costs incurred prior to the Company's transition from its Iowa distribution
facility to its expanded Anoka, Minnesota distribution facility.
GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$7,933, or 8.1% of net sales, for the six months ended June 30, 1999, compared
to $5,507, or 9.7% of net sales, for the comparable six month period ended June
30, 1998. On a pro forma basis for 1998, general and administrative expenses
were $7,365, or 8.3% of net sales. The increase of $568 for the six months ended
June 30, 1999 over the 1998 comparable pro forma period is due to higher bonus
accruals in business units that are out-performing their 1999 operating plan,
added headcount in corporate human resources, and the incremental cost of
converting all Deflecta-Shield locations to a common data processing system.
SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $10,436, or
10.6% of net sales, for the six months ended June 30, 1999, compared to $6,689,
or 11.7% of net sales, for the six months ended June 30, 1998. Selling and
marketing expenses were $9,291, or 10.4% of net sales, for the 1998 comparable
pro forma period. The increase of $1,145 for the six months ended June 30, 1999
from the
14
<PAGE>
1998 pro forma period is the result of promotional costs in new retail accounts
and volume-related expenses such as commissions and coop advertising.
RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were
$1,813, or 1.8% of net sales, for the six months ended June 30, 1999, compared
to $1,450, or 2.5% of net sales, for the six months ended June 30, 1998. On a
pro forma basis, research and development expenses were $1,553, or 1.7% of net
sales, for the six months ended June 30, 1998. The increase of $260 for the six
months ended June 30, 1999 over the comparable 1998 pro forma period is the
result of investments in product development capabilities.
AMORTIZATION OF INTANGIBLES: Amortization expense was $2,634 for the six months
ended June 30, 1999, compared to $1,167 for the six months ended June 30, 1998.
The increase in amortization in 1999 reflects the allocation of the
Acquisitions' purchase price to goodwill, customer lists, work force in place,
and non-compete agreements.
INCOME FROM OPERATIONS: Income from operations for the six months ended June 30,
1999 has increased $3,017, over the six months ended June 30, 1998 as a result
of the Acquisitions in the Light truck business unit. Compared to the comparable
1998 pro forma period, income from operations has decreased $563, or 9.3%, due
to declines in the Light and Heavy truck divisions of $860 offset by an increase
in the Suspension division of $297.
OTHER INCOME (EXPENSE), NET: Other expense, net, was $6,191 for the six months
ended June 30, 1999, compared to $2,657 of expense for the six months ended June
30, 1998. For the 1998 comparable pro forma period, other expense, net, was
$6,227. The increase in expense in 1999 and pro forma 1998 over actual 1998
reflects the increased interest on borrowings to finance the Acquisitions.
INCOME TAX EXPENSE (BENEFIT): For the six months ended June 30, 1999, the
Company recorded a tax benefit of $669 resulting in an effective income tax rate
of 92%. The Company currently anticipates that 92% will be the income tax rate
for the full year. The Company's effective tax rate is substantially higher than
the statutory federal tax rate of 34% due to amortization of non-tax deductible
goodwill recorded in connection with the Acquisitions.
NET INCOME PER SHARE: The Company's net loss for the six months ended June 30,
1999 decreased $39 to $60, or $.01 per share, from a net loss of $98, or $.02
per share, for the six months ended June 30, 1998. On a pro forma basis, the net
loss was $145, or $.02 per share, for the comparable period of 1998.
LIQUIDITY AND CAPITAL RESOURCES:
Cash provided by operating activities was $862 for the six months ended June 30,
1999 compared to cash used in operating activities of $6,577 for the six months
ended June 30, 1998. The significant use of cash from operating activities in
1998 was due to payment of liabilities for settlement of stock options and
acquisition fees related to the Company's acquisition of Deflecta-Shield.
Cash used in investing activities was $19,305 and $3,723 for the six months
ended June 30, 1999 and 1998, respectively. The 1999 investing activity reflects
the acquisition of Smittybilt and the Anoka
15
<PAGE>
building expansion while the 1998 investing activity reflects the purchase of
the remaining 1.2% of Deflecta-Shield's common stock.
Cash provided by financing activities of $17,935 for the six months ended June
30, 1999 reflects proceeds from sale of the Company's preferred stock and
borrowings under the Company's credit facilities to purchase all the outstanding
shares of Smittybilt. In 1998, cash provided by financing activities of $5,160
reflects the increased borrowings to pay off the Company's interim tender loan
facility and Deflecta-Shield's revolving credit loan and related acquisition
costs and expenses.
The Company believes that its $30 million revolving credit facility and
operating cash flows will be sufficient to satisfy its working capital
requirements, required debt principal payments and operating capital
expenditures. The Company's availability of funds under its revolving credit
line is based on a percentage of eligible inventories and receivables. As of
June 30, 1999, the Company had borrowed $18,567 under its revolving credit line
and had availability of $11,433.
Consolidated assets have increased $23,979 from $221,357 at December 31, 1998 to
$245,336 at June 30, 1999. The increase in assets primarily reflects the
acquisition and consolidation of Smittybilt in 1999.
YEAR 2000 COMPLIANCE:
Many financial information and operational systems in use today may not be able
to interpret dates after December 31, 1999 because such systems allow only two
digits to indicate the year in a date. As a result, such systems are unable to
distinguish January 1, 2000 from January 1, 1900, which could have adverse
consequences on the operations of an entity and the integrity of information
processing. This potential problem is referred to as the "Year 2000" or "Y2K"
issue.
State Of Readiness
In April 1998, the Company upgraded its central processor in its Minnesota
headquarters and by June 1998, the Company had implemented a century-dated
version of its new BPCS software. Consequently, by June 1998, the central
processor and the business operating system of the Company in its Minnesota
headquarters were Y2K compliant for its main information technology ("IT")
system. Simultaneously, in the first quarter of 1998, the Company embarked on
Y2K planning dedicated to systematically integrating the operations that were
acquired with the acquisition of Deflecta-Shield. At the time of the
acquisition, each Deflecta-Shield entity operated its own business system, none
of which were Y2K compliant. To date, four of the five Deflecta-Shield entities
have been converted to the Company's IT systems that are Y2K compliant. The
remaining entity is scheduled for conversion to Y2K technology on October 1,
1999. At the same time, with each conversion to the Company's IT system, network
topology and desktop computing is upgraded. All servers and software are Y2K
compliant. Thus, with each conversion and cut over to BPCS, the business
operating system, the WAN/LAN topology, and desktop computing of each operating
entity will be Y2K compliant.
Beyond the activities of conversion and cut over to BPCS, the Y2K plan consists
of a five-step process: inventory, assessment, planning, remediation, and
testing. The Company has virtually completed its inventory, assessment and
documentation of IT and non-IT systems for Y2K compliance. Letters to
16
<PAGE>
primary business partners, such as customers, suppliers, and financial
institutions, will be mailed by mid-August requesting certain Y2K information.
The Company has also inventoried non-IT micro-controlled equipment, such as
production equipment and security systems, and is currently assessing any
potential vulnerability. At the present time, management believes there are no
significant issues relating to plant production equipment. Plant operations are,
in general, not computer controlled since manufacturing processes are discrete
and based on work center or cell. None of the Company's products include any
microcontrollers.
The two recent acquisitions, Ventshade and Smittybilt, are Y2K compliant in
terms of business operating system and central processors. The Company is
currently inventorying their desktop hardware and software, although it expects
no material issues from any of the equipment.
Cost
The Company anticipates a total cost of between $600 to $900 over 1998 and 1999,
of which a portion will be capitalized and the remainder charged to earnings in
the respective years. The Company does not expect these activities to materially
impact earnings.
Risks
Under a hypothetical scenario where unknown elements are not Y2K compliant, the
Company may not be able to:
1. Transact at certain workstations through lack of desktop readiness;
2. Receive phone calls at certain outlying locations (the phone system at the
Company's Minnesota headquarters is Y2K compliant); and/or
3. Conduct bar code labeling where third party software is used to conduct
business:
The above are considered risks because they require remediation. However,
analysis indicates that no significant risks exist within any of these
environments. The Company's remediation of the above risks is expected to be
completed by October 1999.
Contingency Plans
The Company's contingency plans assume that all unknowns are not Y2K compliant.
Issue Contingency plan
- ----- ----------------
Desktop not compliant Purchase new PC's/software or BIOS upgrades
Phone systems not compliant Purchase new system or change out certain elements
Bar Code labeling Purchase new software or upgrade existing
In each of these cases, the Company prefers to upgrade existing software in
order to minimize additional programming work incurred through the
implementation of different software.
17
<PAGE>
OUTLOOK:
The acquisitions of Ventshade in 1998 and Smittybilt in 1999 brought to the
Company significant new product lines, outstanding customer service levels,
operational strengths to address new production methods, enhanced design and
engineering capabilities, and new market channels.
The Company has a strong presence with the majority of the warehouse
distributors and an OEM presence in both the light truck and heavy truck
markets, especially in key product lines such as bug shields/hood protectors and
aluminum products. Ventshade strengthened the light truck markets with its key
product lines such as bugflectors, ventshades, and ventvisors. In addition,
Ventshade contributed an increased presence in the mass merchandiser and retail
specialty markets. Smittybilt enhanced the Company's product line with its
chromed and painted tubular accessory products.
Historically, the Company distributed its products principally through warehouse
distributors. With increased sales of light trucks over the past few years, mass
merchandisers, national automotive retailers and original equipment
manufacturers ("OEMs") are participating more and more in the distribution of
automotive appearance accessories. The impact of increased channel competition
is shifting a portion of sales away from warehouse distributors to national
automotive retailers, mass merchandisers, and OEMs. This shift has resulted in
increased competition within the warehouse distributor channel and created
pricing pressures, especially as it relates to plastic and fiberglass product
lines.
The automotive accessory market is currently going through significant
consolidation in both the manufacturing and distribution areas. The Company
expects to take advantage of this consolidation with both new product
development and acquisitions to become the market leader in all product
categories in which it competes. The long-term goal of the Company is to become
the low cost producer by increasing product line sales volume and customer
service levels through acquisition, product line rationalization and facility
consolidation to improve capacity utilization. This effort will be enhanced by
improved plant efficiencies, consolidation of purchasing and quality
improvements through improved engineering and QS9000 initiatives.
In the quarter and six months ended June 30, 1999, the Company continued its (i)
integration of its information systems into a single platform for Lund and
Deflecta-Shield, with expected completion in October 1999, (ii) consolidation of
Deflecta-Shield's Iowa warehouse into Minnesota, and start-up activities related
to the expanded Minnesota Warehouse, and (iii) divestiture of an unprofitable
custom fiberglass and plastic operation that was completed January 31, 1999.
While the Company anticipates that each of the aforementioned events will result
in future benefits to the Company in 1999, these events had a detrimental effect
to the Company's earnings through the period ending June 30, 1999.
While the Company remains committed to continued growth through acquisitions,
the Company currently is not actively engaged in negotiations regarding any
acquisitions.
FINANCIAL INSTRUMENTS MARKET RISK:
The Company's financial instruments include cash, accounts receivable, accounts
payable and long-term debt. The Company is exposed to interest rate risk arising
from transactions that are entered into during the normal course of business.
The Company's borrowings and its revolving line of credit are dependent
18
<PAGE>
upon the prime interest and LIBOR rates. The estimated fair value of long-term
debt approximates its carrying value at June 30, 1999. The Company does not
enter into hedging or derivative instruments.
EFFECTS OF INFLATION:
Although increases in costs of certain materials and labor could adversely
affect operations, the Company generally has been able to increase its selling
prices to offset increased costs. Price competition, however, particularly in
the aluminum, plastic and fiberglass product lines, could affect the ability of
the Company to increase its selling prices to reflect such increased costs. In
general, management believes that the relatively moderate inflation over the
last few years did not have a significant impact on the Company's net sales, but
that increasing raw material prices and labor costs had an impact on gross
profit.
FORWARD LOOKING STATEMENTS:
Statements made herein relating to future financial results, the effects of the
acquisitions, Company operations, trends and market analysis, Year 2000
compliance, among others, and statements which use the words "believe",
"anticipate", "expect", or similar words, are forward-looking statements made
under the Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties which could cause results to differ materially
from those anticipated. With respect to the Company's acquisitions, among the
factors that could cause anticipated results to differ materially are the
following: inability to obtain expected efficiencies, or to obtain them in a
timely manner; inability to effectively manage a larger enterprise, to integrate
acquired companies or to control costs associated with such integration; and the
representations, warranties and covenants made in the merger and purchase
agreements proving to be materially untrue. In addition, Lund's,
Deflecta-Shield's, Ventshade's, and Smittybilt's business and operations (and
anticipated results) include the following risk factors: consumer preference
changes; risk of expansion into new distribution channels; delays in designing,
developing, testing or shipping of products; increased competition; general
economic developments and trends; developments and trends in the light truck and
automotive accessory market; sales of heavy trucks, which are cyclical; the
timely development and introduction of competitive new products by the Company
and acceptance of those products; and increased costs. This is not an exhaustive
list and the Company may supplement this list in future filings or releases or
in connection with the making of forward-looking statements.
19
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
15 An awareness letter from the Company's independent
accountants regarding unaudited interim financial statements.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K/A was filed on April 3, 1999, with respect to the
pro forma financial statements, financial information and exhibits in
connection with a report on Form 8-K, filed on February 12, 1999, with
respect to the acquisition of Smittybilt, Inc.
20
<PAGE>
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.
Date: August 13, 1999
LUND INTERNATIONAL HOLDINGS, INC.
(Registrant)
By: /s/ Dennis W. Vollmershausen
-------------------------------------
Dennis W. Vollmershausen
President and Chief Executive Officer
By: /s/ Edmund J. Schwartz
-------------------------------------
Edmund J. Schwartz
Chief Financial Officer
21
EXHIBIT 15
(PricewaterhouseCoopers LLP Letterhead)
(Minneapolis, MN)
August 13, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
Commissioners:
We are aware that our report dated August 3, 1999 on our reviews of the interim
consolidated financial information of Lund International Holdings, Inc. (the
"Company") for the three-month and six-month periods ended June 30, 1999 and
1998, and included in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, is incorporated by reference in the Company's
Registration Statements on Form S-8 (Registration Nos. 333-46263, 33-64083 and
33-37160).
Yours very truly,
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
22
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