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 September 30, 1995
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 1-9844
SHELTER COMPONENTS CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 22-2825183
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
27217 County Road 6, Elkhart, Indiana 46514
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (219) 262-4541
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 the latest practical date:
Common, $.01 par, 6,078,531 outstanding at November 10, 1995
SHELTER COMPONENTS CORPORATION
INDEX
-----
FINANCIAL INFORMATION
- ---------------------
PART I
- ------
Item 1 Financial Statements:
Consolidated Balance Sheets -- September 30, 1995
and December 31, 1994
Consolidated Statements of Income -- three and nine
months ended September 30, 1995 and 1994
Consolidated Statements of Cash Flows -- nine
months ended September 30, 1995 and 1994
Notes to Consolidated Financial Statements
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II OTHER INFORMATION
- ------- -----------------
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
SIGNATURES
- ----------
EXHIBITS
- --------
Exhibit 11.1 - Statement Regarding Computation of Per Share
Earnings
<PAGE>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
CONSOLIDATED BALANCE SHEETS
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
September 30, 1995 December 31, 1994
------------------ -----------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash $ 20 $ 19
Trade receivables, net 32,177 20,985
Inventories 47,830 44,766
Deferred income taxes 1,285 1,285
Prepaid expenses and other 317 258
-------- -------
Total current assets 81,629 67,313
PROPERTY, PLANT AND EQUIPMENT, NET 17,886 14,403
COST IN EXCESS OF NET ASSETS ACQUIRED,
net of accumulated amortization 11,166 4,290
OTHER ASSETS 1,415 1,326
-------- -------
Total assets $112,096 $87,332
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 4,723 $ ---
Current maturities of long-
term debt 1,995 1,810
Accounts payable, trade 28,088 19,991
Accrued expenses and income
taxes payable 7,642 4,736
-------- -------
Total current liabilities 42,448 26,537
-------- -------
LONG-TERM DEBT 19,755 21,824
-------- -------
DEFERRED INCOME TAXES 855 855
-------- -------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value --- ---
Common stock, $.01 par value 61 58
Additional paid-in capital 11,429 8,399
Retained earnings 37,649 29,867
-------- -------
49,139 38,324
Less, Treasury stock 101 208
-------- -------
Total stockholders' equity 49,038 38,116
-------- -------
Total liabilities and stock-
holders' equity $112,096 $87,332
======== =======
The accompanying notes are a part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
-------- ------- -------- --------
Net sales $119,349 $87,070 $344,653 $242,124
Cost of sales 101,711 73,702 293,687 204,419
-------- ------- -------- --------
Gross profit 17,638 13,368 50,966 37,705
Other income, commissions 788 897 2,350 2,263
-------- ------- -------- --------
18,426 14,265 53,316 39,968
Selling, general and administrative
expenses 13,119 10,075 38,451 28,780
-------- ------- -------- --------
Operating income 5,307 4,190 14,865 11,188
Interest income 25 9 49 31
Interest expense (581) (270) (1,913) (655)
-------- ------- -------- --------
Income before income taxes 4,751 3,929 13,001 10,564
Income taxes 1,846 1,573 5,044 4,226
-------- ------- -------- --------
Net income $ 2,905 $ 2,356 $ 7,957 $ 6,338
======== ======= ======== ========
Earnings per common and common
equivalent share $ .47 $ .40 $ 1.30 $ 1.08
======== ======= ======== ========
Weighted average common and common
equivalent shares outstanding 6,147 5,834 6,126 5,843
======== ======= ======== ========
Cash dividends per share $ --- $ --- $ .03 $ .03
======== ======= ======== ========
The accompanying notes are a part of the consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands)
Nine Months Ended
September 30,
1995 1994
------- ------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $11,495 $(2,812)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property, plant and equipment (2,470) (1,753)
Acquisitions of businesses (411) (732)
Other, net (218) 62
------- ------
Net cash used in investing activities (3,099) (2,423)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 163,540 65,751
Repayment of debt (171,974) (60,373)
Cash dividends paid (180) (174)
Proceeds from exercise of stock options 219 24
------- ------
Net cash (used in) provided by
financing activities (8,395) 5,228
------- ------
Increase (decrease) in cash 1 (7)
Cash, beginning of period 19 17
------- ------
Cash, end of period $ 20 $ 10
======= ======
SUPPLEMENTAL INFORMATION:
Non cash investing and financing activities:
Acquisition of a business:
Liabilities assumed $ 9,469 $ 775
Short-term debt issued 1,500 ---
Long-term debt issued 5,527 ---
Common stock issued 2,926 ---
------- ------
$19,422 $ 775
======= ======
The accompanying notes are a part of the consolidated financial statements.
<PAGE>
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1995
NOTE A--BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Shelter Components Corporation and its wholly-owned subsidiaries (individually
and collectively referred to as the "Corporation"). The unaudited
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 1995 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1995. For further information, refer to the consolidated
financial statements and notes thereto included in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994.
The Consolidated Balance Sheet at December 31, 1994 has been derived from the
Audited Consolidated Financial Statements at that date, but does not include
all disclosures required by generally accepted accounting principles.
NOTE B--INVENTORIES
Inventories at September 30, 1995 and December 31, 1994 consisted of the
following components (in thousands):
September 30, 1995 December 31, 1994
------------------ -----------------
Raw materials $ 6,974 $ 8,232
Work in process 3,295 3,890
Finished goods 4,262 5,029
Goods held for resale 33,299 27,615
------- -------
$47,830 $44,766
======= =======
NOTE C--DEBT
In connection with the January 1995 acquisition of the operations and net
assets of BABSCO, Inc. ("BABSCO") (see Note D), the Corporation issued
promissory notes payable to the seller, totaling $7.0 million, including a
demand note of $1.5 million which was subsequently paid in March. The
remaining notes consist of a $4.7 million unsecured demand note due January
1996 and an $800,000 unsecured five-year term note due in quarterly
installments beginning April 1, 1995. Also the Corporation assumed a $1.2
million, 7.84% mortgage on certain real estate acquired concurrent with the
acquisition of BABSCO.
On February 21, 1995, the Corporation issued $15 million, 9.24%, unsecured
senior notes under a note agreement with its existing senior noteholder. The
proceeds of these notes were used to repay outstanding bank borrowings and
pay-off certain of the liabilities and obligations assumed in the acquisition
of BABSCO. Interest is payable quarterly and principal is payable in eight
consecutive annual installments of $1,875,000 commencing March 1998.
On March 27, 1995, the Corporation refinanced outstanding borrowings under its
existing bank credit agreements with a $25 million, unsecured, revolving line
of credit (the "Revolver"). The Revolver requires monthly interest payments
based on the bank's prime rate or certain basis points above the LIBOR rate
depending on the pricing option selected and the Corporation's leverage ratio,
as defined. The Revolver also requires an annual commitment fee of 1/8% per
annum based on the unused portion, and all amounts outstanding under the
Revolver will be due at maturity, April 30, 1998. There were no outstanding
borrowings under the Revolver at September 30, 1995.
NOTE D--BUSINESS ACQUISITIONS
In January 1995, the Corporation, through its newly-formed wholly-owned
subsidiary, Nubabsco, Inc. ("Nubabsco"), acquired the business operations and
operating assets of BABSCO, Inc. ("BABSCO"), located in Elkhart, Indiana and
having additional operations in Plymouth and Warsaw, Indiana and Mt. Joy,
Pennsylvania.
BABSCO is a wholesale distributor of a full line of electrical products to the
Recreational Vehicle, Manufactured Housing and Modular Housing industries, and
to electrical contractors in the Northern Indiana and Southern Michigan
region. The Corporation subsequently changed the name of Nubabsco to
BABSCO, Inc.
The total purchase price was $18.2 million, consisting of three promissory
notes totaling $7.0 million, 269,058 restricted shares of common stock with a
market value of approximately $2.9 million, and $8.3 million of assumed
liabilities as of the closing date. The promissory notes include a $1.5
million demand note, an $800,000 note payable in quarterly installments over
five years and a $4.7 million note due in January 1996. The $7.4 million
excess of the purchase price over the fair value of acquired assets
("goodwill") is being amortized over a 20-year period. The acquisition has
been accounted for using the purchase method of accounting, with the operating
results of the acquired business being included in the Corporation's
consolidated financial statements from the effective date of the acquisition,
January 2, 1995.
Concurrent with the acquisition of BABSCO, the Corporation also acquired
certain real estate for $1.6 million from the sole shareholder of BABSCO for
cash of $400,000 and the assumption of a $1.2 million, 7.84% mortgage on the
acquired real estate.
Unaudited pro forma financial information for 1994, as if this acquisition had
occurred on January 1, 1994 is as follows (in thousands, except per share
amounts):
Three Months Ended Nine Months Ended
September 30, 1994 September 30, 1994
------------------ ------------------
Net sales $99,721 $277,533
Net income 2,635 6,933
Earnings per common share .43 1.13
<PAGE>
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth the consolidated statements of income for the
three and nine month periods ended September 30, 1995 and 1994, expressed as a
percentage of net sales:
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 85.2 84.6 85.2 84.4
------ ------ ------ ------
Gross profit 14.8 15.4 14.8 15.6
Other income - commissions .6 1.0 .7 .9
------ ------ ------ ------
15.4 16.4 15.5 16.5
Selling, general & administrative
expenses 11.0 11.6 11.2 11.9
------ ------ ------ ------
Operating income 4.4 4.8 4.3 4.6
Interest expense, net .4 .3 .5 .3
------ ------ ------ ------
Income before income taxes 4.0 4.5 3.8 4.3
Income taxes 1.6 1.8 1.5 1.7
------ ------ ------ ------
Net income 2.4% 2.7% 2.3% 2.6%
====== ====== ====== ======
Net sales increased by $32 million (37%) for the quarter ended September 30,
1995 compared to the 1994 quarter. $15 million of the sales increase is
attributed to the operations of BABSCO, Inc. ("BABSCO"), which was acquired
January 1995. The remaining $17 million increase reflects a 20% improvement
over net sales for the comparable operations in the 1994 quarter, and exceeded
the 11% increase in manufactured homes produced during the quarter by the
Manufactured Housing industry, the Corporation's primary market. The
Corporation continues to improve its market share in certain product lines and
territories.
For the nine month period ended September 30, 1995, net sales increased by
$103 million (42%) when compared to the first nine months of 1994. $46
million of the net sales increase is due to the acquired operations of BABSCO.
The remaining operations net sales increased by $57 million (23%) which
compares favorably to the 12% increase in manufactured homes produced during
the first nine months of 1995 as compared to the same period in 1994.
<PAGE>
Management estimates that less than 3% of the sales increase during the 1995
periods, compared with the 1994 periods, was due to selling price increases.
Sales to the Manufactured Housing industry represent approximately 75% of the
Corporation's net sales.
Gross profit as a percentage of net sales was 14.8% and 15.4% for the quarters
ended September 30, 1995 and 1994, respectively. For the nine-month periods
ended September 30, 1995 and 1994, the gross profit percentages were 14.8% and
15.6%, respectively. The reduction in gross profit margins is largely due to
the significant increase in lower margin distribution sales. In addition, the
Corporation experienced considerably higher sales volume in its laminating
operations (Design Components), also yielding gross profit margins below the
Corporation's average. The pricing environment continues to be very
competitive in both the Manufactured Housing and Recreational Vehicle markets,
as the Corporation generally competes with smaller, regional suppliers for
market share.
Selling, general, and administrative expenses as a percentage of net sales
were 11.0% and 11.6% for the quarters ended September 30, 1995 and 1994,
respectively. For the nine months ended September 30, 1995 and 1994, these
percentages were 11.2% and 11.9%, respectively. The decrease in this
percentage reflects the higher volume of net sales during the period, without
a significant increase in fixed costs.
Interest expense increased for the quarter from $270,000 to $581,000
reflecting the increased borrowings to pay off liabilities assumed and
incurred in the acquisition of BABSCO. Interest expense for the nine months
ended September 30, 1995 and 1994 was $1,913,000 and $655,000, respectively,
also reflective of the leveraged acquisition of BABSCO in January 1995.
Federal and state income taxes as a percentage of income before income taxes
were between 39% and 40% for all periods presented.
Net income as a percentage of net sales was 2.4% and 2.7% for the quarters
ended September 30, 1995 and 1994, respectively. For the nine-month periods
ended September 30, 1995 and 1994, these percentages were 2.3% and 2.6%,
respectively. The decrease in these percentages resulted primarily from lower
gross profit margins as discussed above and the financing and goodwill
amortization costs incurred in connection with the acquisition of BABSCO.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash flow from operating activities totaled $11.5 million for
the nine-months ended September 30, 1995, consisting of net income of $8
million, depreciation and amortization of $2 million and reduction of working
capital of $1.5 million. The working capital reduction was due to improved
inventory management, coupled with extended terms negotiated with certain
suppliers to increase accounts payable levels.
The Company used $3.1 million of the cash flows generated by operating
activities in its investing activities during the nine month period ended
September 30, 1995. Capital expenditures during the period totaled $2.5
million, including $400,000 expended for a corporate office building in
Elkhart, Indiana. 1995 capital expenditures are anticipated to be
approximately $2.7 million compared to depreciation expense of approximately
$2 million.
The Company used the remaining $8.4 million of cash flows generated by
operating activities to reduce its outstanding debt. The Company paid down
$4.7 million of debt issued and assumed in the January 1995 acquisition of
BABSCO, Inc., and eliminated all borrowings under the bank revolver by the end
of the third quarter.
Management believes the Corporation's financial condition remains strong and
expects operations to continue to generate cash flows adequate to support
working capital needs and capital expenditure requirements. Also, the
Corporation has a $25 million revolving bank credit facility on which there
were no outstanding borrowings as of September 30, 1995.
<PAGE>
PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
Not applicable
Item 2 CHANGES IN SECURITIES
Not applicable
Item 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
Item 5 OTHER INFORMATION
Not applicable
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
11.1 - Statement Regarding Earnings Per Share
b. Reports on Form 8-K:
A report on Form 8-K was filed with the Securities and
Exchange Commission on October 23, 1995, announcing the
Corporation's Audit Committee decision to change independent
auditors.
<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.
SHELTER COMPONENTS CORPORATION
(Registrant)
Dated: November 13, 1995 By:
----------------------------------
Larry D. Renbarger
Chief Executive Officer and Director
Dated: November 13, 1995 By:
----------------------------------
Mark C. Neilson
Secretary/Treasurer
(Principal Financial & Accounting
Officer) and Director
<PAGE>
Exhibit 11.1
COMPUTATION OF EARNINGS PER COMMON SHARE
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
------ ------ ------ ------
PRIMARY:
Weighted average common
shares outstanding 6,042 5,715 6,020 5,710
Weighted average of incre-
mental shares for common
stock equivalents under
the key employee incentive
stock option plan:
Outstanding options 89 116 95 127
Options exercised 16 3 11 6
------ ------ ------ ------
Total 6,147 5,834 6,126 5,843
====== ====== ====== ======
Net Income $2,905 $2,356 $7,957 $6,338
====== ====== ====== ======
Per Share Earnings (a) $ .47 $ .40 $ 1.30 $ 1.08
====== ====== ====== ======
a) Fully diluted earnings per share were the same as primary earnings
per share for all periods presented.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 20,000
<SECURITIES> 0
<RECEIVABLES> 32,803,000
<ALLOWANCES> 626,000
<INVENTORY> 47,830,000
<CURRENT-ASSETS> 81,629,000
<PP&E> 27,592,000
<DEPRECIATION> 9,706,000
<TOTAL-ASSETS> 112,096,000
<CURRENT-LIABILITIES> 42,448,000
<BONDS> 19,755,000
<COMMON> 61,000
0
0
<OTHER-SE> 49,078,000
<TOTAL-LIABILITY-AND-EQUITY> 112,096,000
<SALES> 344,653,000
<TOTAL-REVENUES> 347,003,000
<CGS> 293,687,000
<TOTAL-COSTS> 293,687,000
<OTHER-EXPENSES> 38,451,000
<LOSS-PROVISION> 126,000
<INTEREST-EXPENSE> 1,864,000
<INCOME-PRETAX> 13,001,000
<INCOME-TAX> 5,044,000
<INCOME-CONTINUING> 7,957,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,957,000
<EPS-PRIMARY> 1.30
<EPS-DILUTED> 1.30
</TABLE>
