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 March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 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)
2831 Dexter Drive, Elkhart, Indiana 46514
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(219) 262-1514
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, 7,724,967 outstanding at May 9, 1997
Page 1 of 12 Pages
SHELTER COMPONENTS CORPORATION
INDEX
FINANCIAL INFORMATION
PAGES
PART I
- ------
Item 1 Financial Statements:
Consolidated Balance Sheets - March 31, 1997
and December 31, 1996 3
Consolidated Statements of Income - three
months ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows - three
months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II OTHER INFORMATION 11
Signatures 12
Page 2 of 12 Pages
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
March 31, 1997 December 31, 1996
ASSETS -------------- -----------------
CURRENT ASSETS
Cash $ 10,857 $ 21,096
Trade receivables, net 29,548 22,827
Inventories 39,622 41,475
Deferred income taxes 2,128 2,128
Prepaid expenses and other 992 595
Real estate held for sale 1,101 2,576
Total current assets 84,248 90,697
PROPERTY, PLANT AND EQUIPMENT, NET 20,755 19,381
COST IN EXCESS OF NET ASSETS ACQUIRED,
net of accumulated amortization 10,167 10,312
OTHER ASSETS 515 520
Total assets $115,685 $120,910
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $ --- $ 6,000
Current maturities of long-
term debt 2,279 1,904
Accounts payable, trade 25,714 23,067
Accrued expenses and income
taxes payable 7,462 9,642
Total current liabilities 35,455 40,613
LONG-TERM DEBT 14,683 16,639
DEFERRED INCOME TAXES 745 745
OTHER DEFERRED LIABILITIES 163 133
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value --- ---
Common stock, $.01 par value 76 76
Additional paid-in capital 12,087 11,914
Retained earnings 52,513 50,827
64,676 62,817
Less, Treasury stock 37 37
Total shareholders' equity 64,639 62,780
Total liabilities and share-
holders' equity $115,685 $120,910
The accompanying notes are a part of the consolidated financial
statements.
Page 3 of 12 Pages
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
Three Months Ended
March 31,
1997 1996
Net sales $106,532 $119,796
Cost of sales 91,251 102,280
Gross profit 15,281 17,516
Commission income 660 513
-------- --------
15,941 18,029
Selling, general and
administrative expenses 13,014 13,847
Operating income 2,927 4,182
Interest income 222 24
Interest expense (407) (488)
Income before income taxes 2,742 3,718
Income taxes 1,056 1,450
Net income $ 1,686 $ 2,268
Earnings per common and common
equivalent share $ .22 $ .29 (a)
Weighted average common and common
equivalent shares outstanding 7,752 7,719 (a)
(a) Adjusted to reflect the June 1996 5-for-4 stock split.
The accompanying notes are a part of the consolidated financial
statements.
Page 4 of 12 Pages
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands)
Three Months Ended
March 31,
1997 1996
NET CASH (USED IN)PROVIDED
BY OPERATING ACTIVITIES $ (987) $6,462
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property, plant and equipment (1,851) (4,134)
Net cash used in investing activities (1,851) (4,134)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 454 28,517
Repayment of debt (8,035) (30,907)
Other, net 180 63
Net cash used in financing activities (7,401) (2,327)
(Decrease)increase in cash (10,239) 1
Cash, beginning of period 21,096 24
Cash, end of period $10,857 $ 25
The accompanying notes are a part of the consolidated financial
statements.
Page 5 of 12 Pages
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1997
NOTE A--BASIS OF PRESENTATION
The financial statements have been prepared from the unaudited
financial records of the Corporation. In the opinion of management, the
financial statements include all adjustments consisting only of normal
recurring adjustments, necessary for a fair statement of the results of
operations and financial position for the interim periods.
The Consolidated Balance Sheet at December 31, 1996 has been
derived from the Audited Consolidated Financial Statements at that date,
but does not include all disclosures required by generally accepted
accounting principles.
The Consolidated Statements of Income and Cash Flows for the
three months ended March 31, 1996 include the results of
operations and cash flows of Danube Carpet Mills, Inc.
("Danube"), the business operations and certain assets of which
were sold on December 31, 1996.
NOTE B--INVENTORIES
Inventories at March 31, 1997 and December 31, 1996 consisted of
the following components (in thousands):
3/31/97 12/31/96
------- --------
Raw materials $ 5,592 $ 5,466
Work in process 380 382
Finished goods 809 814
Goods held for resale 32,841 34,813
$39,622 $41,475
NOTE C--DEBT
In January 1997, the Corporation paid the $6 million revolving
line of credit balance using funds available from the December
31, 1996 sale of Danube. In February 1997, the Corporation paid
the final annual $1.5 million principal installment on a 6.4%
institutional investor note.
At March 31, 1997, there were no borrowings outstanding under the
Corporation's $25 million bank revolver.
Page 6 of 12 Pages
Note D-DISPOSAL OF CARPET BUSINESS
On December 31, 1996, the Corporation sold the operations and
certain assets of its carpet and yarn manufacturing subsidiary,
Danube Carpet Mills, Inc. The following reflects the proforma
consolidated results of operations as if Danube's results had
been excluded from the first quarter of 1996:
Three Months Ended
March 31, 1996
Net sales $102,033
Net income 1,584
Net income per share .20
Page 7 of 12 Pages
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNIFICANT FACTORS
The following discussion includes the financial condition,
results of operations, and liquidity for the Corporation and its
subsidiaries as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996. The 1996 results include the operations
of Danube Carpet Mills, Inc. ("Danube"), the operations and
certain assets of which were sold in December 1996. Proforma
information regarding the 1996 results is reflected in Note D of
the Notes to Consolidated Financial Statements.
The following table sets forth the consolidated statements of
income for the three-month periods ended March 31, 1997 and 1996,
expressed as a percentage of net sales, including proforma
results for the 1996 quarter excluding the carpet and yarn
manufacturing operations:
Three Months Ended March 31,
Proforma
1997 1996 1996(a)
------- ------- --------
Net sales 100.0% 100.0% 100.0%
Cost of sales 85.7 85.4 86.1
------- ------- --------
Gross profit 14.3 14.6 13.9
Commission income .7 .4 .5
------- ------- --------
15.0 15.0 14.4
Selling, general & administrative
expenses 12.2 11.5 11.4
------- ------- --------
Operating income 2.8 3.5 3.0
Interest expense, net .2 .4 .4
------- ------- --------
Income before income taxes 2.6 3.1 2.6
Income taxes 1.0 1.2 1.0
------- ------- --------
Net income 1.6% 1.9% 1.6%
======= ======= ========
(a) Excludes results of Danube Carpet Mills, Inc. See Note D to
the Financial Statements.
Net Sales decreased $13.3 million (11%) for the quarter ended
March 31, 1997 as compared to the 1996 quarter. Excluding the
Danube carpet and yarn manufacturing operations from the 1996
results, net sales increased by $4.5 million (4%) during the 1997
quarter. The 4% increase in net sales, on a same
Page 8 of 12 Pages
operations basis, compared favorably to the 4% decrease in homes
produced by the Manufactured Housing Industry, the Corporation's primary
market, during the 1997 quarter as compared with the 1996
quarter. The Corporation continued to increase its market share,
particularly in distributed plumbing, building and electrical
products. Net sales of products manufactured by the Corporation
decreased by 5% during the 1997 quarter compared to the 1996
quarter, while distributed products were up 7.5% during the
period.
Gross profit margins as a percentage of net sales were 14.3% for
the 1997 quarter as compared to 14.6% for the 1996 quarter. On a
same operations basis, the 1996 (proforma) gross profit margins
were 13.9%. The increase in gross profit margins on a same
operations basis reflects the Corporation's ability to reduce the
cost of certain distributed products by purchasing from non-
domestic sources particularly for hardware and fasteners. In
addition, the Corporation has improved in its abilities to reduce
losses and costs associated with obsolete and slow-moving
inventories, thus improving gross profit margins.
Selling, General and Administrative expenses as a percentage of
net sales increased from 11.5% for the 1996 quarter to 12.2% for
the 1997 quarter. Proforma expenses were 11.4% of proforma net
sales for the 1996 quarter. The increase in this percentage
reflects absorption of fixed administrative costs by the
Corporation's remaining business units subsequent to the sale of
Danube's operations, coupled with approximately $100,000 of
expenses incurred in connection with the consolidation of the
Corporation's distribution operations in Pennsylvania. Also, the
Corporation incurred self-insured employee health claims
approximately $200,000 higher than normal during the 1997
quarter.
Management anticipates that in the near future it can reduce its
selling, general and administrative expenses as a percentage of
net sales towards or below its short-term goal of 11%. The
Corporation is directing considerable attention and resources
towards this objective.
Interest income increased from $24,000 to $222,000 for the
quarters ended March 31, 1996 and 1997, respectively, due to the
short-term investment income earned during the 1997 quarter on
the proceeds from the December 31, 1996 sale of Danube's
operations.
Interest expense declined from $488,000 to $407,000 for the
quarters ended March 31, 1996 and 1997, respectively, due to
reductions in the Corporation's debt outstanding using funds
available from the sale of Danube's operations and positive
operating cash flows during 1996.
Federal and state income taxes as a percentage of income before
income taxes declined from 39% during the 1996 quarter to 38.5%
during the 1997 quarter, reflecting efforts initiated by
management during 1996 to reduce state and local income taxes.
Management anticipates that it can continue to reduce its
combined effective state and federal tax rate.
Page 9 of 12 Pages
Net income was 1.6% of net sales for the 1997 quarter, as
compared to 1.9% for the 1996 quarter including Danube. On a
proforma basis, net income was 1.6% of net sales for the 1996
quarter. Management anticipates improving this percentage as the
Corporation moves into the historically stronger second and third
quarters of 1997, as well as the expected improvement resulting
from strategies directed at reduction of operating costs and
expenses as a percentage of net sales.
Liquidity and Capital Resources
The Corporation began 1997 with $21.1 million in cash and cash
equivalents primarily due to the $18.3 million in funds received
from the December 31, 1996 sale of Danube's operations. During
the first quarter of 1997, the Corporation used $987,000 of these
funds in operations, as the seasonal increase in working capital
components (other than cash) exceeded the Corporations $1.7
million net income for the quarter. Working capital tends to be
higher at the end of the first quarter as the Corporation enters
the historically stronger sales months of March through October.
During the 1996 quarter, the Corporation decreased working
capital, (inventories in particular) which had been somewhat
inflated at the end of 1995.
The Corporation invested $1.8 million in capital expenditures
during the first quarter of 1997, compared to $4.1 million in the
1996 quarter when $3.6 million was expended to acquire certain
real estate previously leased. Management anticipates that its
1997 capital expenditures will approximate $6 million compared to
estimated depreciation and amortization expense totalling $3.5
million for the year
$7.6 million of cash was utilized to pay down debt during the
1997 quarter, including $6 million paid on the Corporation's
revolving bank line of credit and $1.5 million paid on a 6.4%
private placement note.
The Corporation ended the 1997 quarter with $10.9 million in cash
and cash equivalents. Management continues to evaluate various
alternative uses for the remaining proceeds from the December
1996 sale of Danube's operations. Management believes the
Corporation to be in excellent financial condition and has
available adequate capital resources to enable the Corporation to
expand and to meet its operating capital needs. The Corporation
has a $25 million revolving bank line of credit which had no
borrowings outstanding at March 31, 1997.
Forward-Looking Statements
From time to time, the Corporation may make oral or written
forward-looking statements regarding its anticipated sales,
costs, expenses, earnings and matters affecting its future
financial condition and results of operations.
Page 10 of 12 Pages
Such forward-looking statements are subject to a number of
material factors which could cause the statements or projections
contained in them to be materially inaccurate. Such factors
include, without limitation, general economic conditions,
competitive factors, potential product liability and the impact
of acquisitions, a further discussion of which is contained on
page 11 of the Corporation's 1996 Annual Report to Shareholders.
PART II OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
None
b. Reports on Form 8-K:
None
All other items in Part II are either not applicable or
answerable in the
negative.
Page 11 of 12 Pages
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: May 14, 1997 By: /S/ Larry D. Renbarger
------------------------------
Larry D. Renbarger
Chief Executive Officer and Director
Dated: May 14, 1997 By: /S/ Mark C. Neilson
------------------------------
Mark C. Neilson
Chief Financial Officer
(Principal Financial & Accounting
Officer) and Director
PAGE 12 OF 12 PAGES
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<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 10,857
<SECURITIES> 0
<RECEIVABLES> 27,785
<ALLOWANCES> 539
<INVENTORY> 39,622
<CURRENT-ASSETS> 84,248
<PP&E> 27,549
<DEPRECIATION> 6,794
<TOTAL-ASSETS> 115,685
<CURRENT-LIABILITIES> 35,455
<BONDS> 14,683
0
0
<COMMON> 76
<OTHER-SE> 64,563
<TOTAL-LIABILITY-AND-EQUITY> 115,685
<SALES> 106,532
<TOTAL-REVENUES> 107,192
<CGS> 91,251
<TOTAL-COSTS> 91,251
<OTHER-EXPENSES> 13,014
<LOSS-PROVISION> 39
<INTEREST-EXPENSE> 185
<INCOME-PRETAX> 2,742
<INCOME-TAX> 1,056
<INCOME-CONTINUING> 1,686
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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