<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
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: 0-17458
-------
WRP Corporation
(Exact name of registrant as specified in its charter)
Maryland 73-1326131
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Park Boulevard, Suite 1260
Itasca, IL 60143
----------------
(Address of principal executive office)
(630) 285-9191
--------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the issuer's Common Stock, par value $.01 per
share, and issuer's Series A Convertible Common Stock, par value $.01 per share,
outstanding as of May 3, 2000 was 5,673,692 and 1,252,538, respectively.
<PAGE> 2
WRP Corporation
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<S> <C>
Item 1.
Consolidated Balance Sheets
March 31, 2000 (unaudited) and December 31, 1999 (audited) pg. 1
Consolidated Statements of Operations (unaudited) for the
Three Months Ended March 31, 2000 and 1999 pg. 3
Consolidated Statements of Cash Flows (unaudited) for the
Three Months Ended March 31, 2000 and 1999 pg. 4
Notes to the Interim Consolidated Financial Statements (unaudited) pg. 5
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations pg. 10
Item 3.
Quantitative and Qualitative Disclosures About Market Risk pg. 15
PART II - OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K pg. 15
</TABLE>
<PAGE> 3
WRP CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 550,112 $ 171,462
Accounts receivable - trade, net of allowance for
doubtful accounts of $270,000 in 2000 and 1999 6,550,609 7,969,369
Inventories, net 9,850,614 12,930,569
Prepaid expenses 467,016 562,919
Due from affiliate 3,175,427 2,519,347
Deferred tax assets 797,093 691,314
Other receivables 89,284 248,030
------------ ------------
Total current assets 21,480,155 25,093,010
------------ ------------
PROPERTY, PLANT AND EQUIPMENT:
Land rights and land improvements 736,535 736,535
Construction in progress 97,341 11,737
Equipment, furniture and fixtures 15,022,160 14,955,236
Building improvements 2,236,101 2,232,249
Vehicles 116,704 166,273
------------ ------------
Total property, plant and equipment 18,208,841 18,102,030
Less - Accumulated depreciation and amortization (4,830,411) (4,407,304)
------------ ------------
Property, plant and equipment, net 13,378,430 13,694,726
------------ ------------
OTHER ASSETS:
Goodwill, net of accumulated amortization of $556,635
in 2000 and $539,827 in 1999 1,193,365 1,210,173
Other assets 224,451 196,262
------------ ------------
Total other assets 1,417,816 1,406,435
------------ ------------
$ 36,276,401 $ 40,194,171
============ ============
</TABLE>
The accompanying notes to interim consolidated financial statements are
an integral part of these balance sheets.
1
<PAGE> 4
WRP CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 1,757,907 $ 1,143,258
Trade notes payable to bank 818,102 1,328,410
Notes payable and current portion of
long-term obligations 5,540,033 8,313,211
Due to affiliate 1,284,911 3,210,576
Accrued expenses 3,342,391 3,443,599
------------ ------------
Total current liabilities 12,743,344 17,439,054
------------ ------------
LONG-TERM DEBT 900,000 1,100,000
------------ ------------
DEFERRED TAX LIABILITY 588,439 553,225
------------ ------------
MINORITY INTEREST IN SUBSIDIARY 1,698,496 1,627,080
------------ ------------
SHAREHOLDERS' EQUITY:
Series A common stock, $.01 par value; 1,252,538 shares
authorized; 1,252,538 shares issued and outstanding
in 2000 and 1999 12,525 12,525
Common stock, $.01 par value; 10,000,000 shares
authorized; 5,803,692 shares issued and
outstanding in 2000 and 1999 58,037 58,037
Additional paid-in capital 17,942,471 17,942,471
Retained earnings 3,656,125 2,784,815
Less - Common stock in treasury, at cost,
130,000 shares in 2000 and 1999 (1,323,036) (1,323,036)
------------ ------------
Total shareholders' equity 20,346,122 19,474,812
------------ ------------
$ 36,276,401 $ 40,194,171
============ ============
</TABLE>
The accompanying notes to interim consolidated financial statements are
an integral part of these balance sheets.
2
<PAGE> 5
WRP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------
2000 1999
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
NET SALES $ 17,234,202 $ 17,081,747
COST OF GOODS SOLD 12,542,744 12,698,163
------------ ------------
GROSS PROFIT 4,691,458 4,383,584
OPERATING EXPENSES:
Selling, general and administrative 3,545,105 2,643,972
------------ ------------
INCOME FROM OPERATIONS 1,146,353 1,739,612
INTEREST EXPENSE 239,615 134,292
OTHER INCOME 737 54,110
------------ ------------
Income before benefit from (provision for)
income taxes and minority interest 907,475 1,659,430
BENEFIT FROM (PROVISION FOR) INCOME TAXES 35,252 (406,254)
------------ ------------
Net income before minority interest 942,727 1,253,176
MINORITY INTEREST IN INCOME OF SUBSIDIARY 71,417 39,528
------------ ------------
Net income $ 871,310 $ 1,213,648
============ ============
BASIC NET INCOME PER COMMON SHARE: $ 0.13 $ 0.18
============ ============
DILUTED NET INCOME PER COMMON SHARE: $ 0.13 $ 0.17
============ ============
</TABLE>
The accompanying notes to interim consolidated financial statements are
an integral part of these statements.
3
<PAGE> 6
WRP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------------
2000 1999
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 871,310 $ 1,213,648
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 485,143 353,192
Amortization 16,808 16,808
Deferred income taxes (70,565) 61,764
Loss on disposal of property, plant and equipment 5,147 --
Changes in operating assets and liabilities:
Accounts receivable - trade, net 1,418,760 (1,667,070)
Inventories, net 3,079,955 (636,969)
Prepaid expenses 95,903 (104,301)
Other assets 130,557 42,388
Accounts payable - trade 614,649 (774,374)
Accrued expenses (101,208) (573,219)
Amounts due to and from affiliate (2,581,745) 357,012
----------- -----------
Net cash provided by (used in) operating activities 3,964,714 (1,711,121)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (199,062) (1,710,001)
Proceeds on sales of property, plant and equipment 25,068 --
Minority interest in subsidiary 71,416 39,528
----------- -----------
Net cash used in investing activities (102,578) (1,670,473)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on trade notes payable to bank (510,308) (659,632)
Net (payments) borrowings on notes payable (2,973,178) 3,971,162
Net proceeds from stock option exercises -- 80,632
----------- -----------
Net cash (used in) provided by financing activities (3,483,486) 3,392,162
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 378,650 10,568
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 171,462 679,725
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 550,112 $ 690,293
=========== ===========
</TABLE>
The accompanying notes to interim consolidated financial statements are
an integral part of these statements.
4
<PAGE> 7
WRP CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. DESCRIPTION OF BUSINESS:
WRP Corporation (together with its subsidiaries, the "Company") markets
medical examination gloves in the United States through its wholly owned
subsidiary, American Health Products Corporation ("AHPC") and is a manufacturer
of high quality, disposable, latex examination gloves through its 70% owned
Indonesian subsidiary, PT WRP Buana Multicorpora ("PT Buana"). The Company sells
its examination gloves primarily to the medical, food service, dental and retail
markets.
During the first quarter of 2000, the Company's Board of Directors
approved a change in the Company's fiscal year-end from December 31 to June 30,
which corresponds to the year-end of the Company's majority shareholder, WRP
Asia Pacific Sdn. Bhd. The new fiscal year will commence July 1, 2000.
2. BASIS OF PRESENTATION:
The unaudited consolidated financial statements have been prepared for
interim periods only and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
consolidated statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999. The accompanying consolidated
financial statements have not been audited by independent accountants in
accordance with generally accepted auditing standards, but in the opinion of
management, such consolidated financial statements include all adjustments
(consisting solely of normal recurring adjustments) necessary to fairly present
the Company's financial position, results of operations and cash flows. The
results of operations for the three month period ended March 31, 2000 may not be
indicative of the results that may be expected for the six months ended June 30,
2000.
3. PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated financial statements include the accounts
of the Company, its wholly owned subsidiary, AHPC, and its 70% owned subsidiary,
PT Buana. All significant intercompany transactions have been eliminated in
consolidation.
WRP Asia Pacific Sdn. Bhd. (formerly known as Wembley Rubber Products
(M) Sdn. Bhd.), a Malaysian corporation ("WRP Asia"), owns the Series A Common
Stock of the Company and is the majority shareholder of the Company.
4. MAJORITY SHAREHOLDER TRANSACTION:
On March 31, 1998, WRP Asia entered into the following two agreements,
which transferred majority ownership in the Company to WRP Asia:
5
<PAGE> 8
a. MBf International, Ltd. ("MBf International") sold all of the
Company's Series A Common Stock (1,252,538 shares), which was owned
by MBf International to WRP Asia for $5.00 per share or $6,262,690;
and
b. WRP Asia purchased 2,500,000 shares of the Company's unregistered
Common Stock for $2.70 per share for a total of $6,750,000.
These transactions provided WRP Asia with a 55% ownership interest in
the Company at March 31, 1998. At March 31, 2000, WRP Asia had a 54.2% ownership
interest in the Company.
At December 31, 1998 MBf International owned 1,682,275 shares of the
Company's Common Stock which represented a 24.4% ownership interest in the
Company. In January, 1999, MBf International sold its 1,682,275 shares to
several U.S. institutional investors, thus eliminating its entire ownership
interest in the Company.
WRP Asia is one of the world's leading manufacturers of high quality
disposable gloves primarily for use by healthcare professionals in the acute
care and alternative care markets and for critical environments in the
electronics industries, scientific laboratories, pharmaceutical industries and
other related industries. AHPC has been purchasing the majority of its
powder-free latex exam gloves from WRP Asia for several years.
5. COMMON STOCK:
The terms of the Series A Common Stock owned by WRP Asia are
substantially the same as the Company's Common Stock except:
a. Each share of Series A Common Stock is convertible into one share of
the Company's Common Stock, $.01 par value. The Company has reserved
1,252,538 shares of Common Stock for issuance upon conversion of the
Series A Common Stock.
b. Series A Common Stock entitles WRP Asia to elect all Class A
directors, who represent a majority of the Company's Board of
Directors and to vote with the holders of Common Stock as a single
class with respect to all other matters subject to a vote of the
shareholders.
In March 2000, the Company announced that the Board of Directors had
authorized a program to repurchase up to 10% of the Company's public Common
Stock. These purchases may be made in the open market and in block transactions
over a two-year period. The program is subject to market conditions and its
impact on share price as well as other investment options that the Company may
consider to enhance shareholder value. The Company has not made any repurchases
of its Common Stock during the first quarter of 2000.
6. FOREIGN CURRENCY TRANSACTIONS:
PT Buana's financial statements have been prepared from the records
maintained in the Republic of Indonesia, the country in which PT Buana was
established and operates. On July 1, 1997, the Company determined and changed PT
Buana's functional currency from the
6
<PAGE> 9
Indonesian Rupiah to the United States dollar. This change in functional
currency is primarily the result of the PT Buana operations becoming more
dependent on U.S. dollar denominated transactions and economic trends.
Gains and losses from foreign currency exchange transactions are
included in net income in the period in which they occur. During the quarters
ended March 31, 2000 and 1999, the foreign exchange losses included in the
determination of net income were $15,311 and $19,227, respectively.
7. ASIAN ECONOMIC EVENTS:
In the past, the Asian Pacific region experienced an economic situation
that was characterized by reduced activity, illiquidity in certain sectors,
volatile foreign currency exchange, interest rates and stock markets. The Asian
Pacific region has been recovering from its past economic downturn. Due to the
Company's ownership interest in PT Buana, an Indonesian factory, and due to the
Company's purchase of product from the Asian Pacific region, the Company can be
affected by economic conditions in the region. The financial statements do not
include any adjustment that might result from these uncertainties and any
related effects will be reported in the financial statements as they become
known and estimable.
8. NET INCOME PER SHARE:
The Company follows Statement of Financial Accounting Standards No.
128, "Earnings Per Share (EPS)" ("SFAS 128"), which requires dual presentation
of basic and diluted earnings per share for all periods presented. Basic EPS
amounts are based on the weighted-average number of shares of common stock
outstanding during each year while diluted EPS amounts are based on the
weighted-average number of shares of common stock outstanding during the year
and the effect of dilutive stock options and warrants. The weighted-average
number of common shares and common share equivalents outstanding for the three
months ended March 31 are as follows:
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
------------------ -------------------
Basic weighted-average number of
common shares outstanding 6,926,230 6,917,475
Dilutive effect of common share
equivalents -- 53,297
--------- ---------
Diluted weighted-average number of
common shares outstanding 6,926,230 6,970,772
========= =========
At March 31, 2000, there were 6,926,230 shares of the Company's Common
Stock and Series A Common Stock outstanding.
During the first quarter of 2000, the Board of Directors approved a
resolution that all outstanding stock options at February 29, 2000 to current
employees and directors be re-priced effective February 29, 2000 to $2.07, the
closing price of the Company's Common Stock on that date.
7
<PAGE> 10
9. ACCOUNTING FOR INCOME TAXES:
The Company records income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ("SFAS 109"). SFAS 109 utilizes the
liability method and deferred taxes are determined based on the estimated future
tax effects of differences between the financial statement and tax basis of
assets and liabilities given the provisions of enacted tax laws. Deferred income
tax provisions and benefits are based on the changes in the deferred tax asset
or tax liability from period to period.
The Company had net operating loss carryforwards ("NOLs") at December
31, 1999 of approximately $1,975,000 which were available to reduce federal
taxable income in future periods and will begin expiring in 2004. In accordance
with federal tax regulations, usage of the NOLs are subject to limitations in
future years as a direct result of certain ownership changes that have occurred.
The Company's Indonesian subsidiary has generated tax losses in prior years and
as a result, the Company does not have any current foreign taxes payable as of
March 31, 2000 and December 31, 1999. For the three months ended March 31, 2000
and 1999, the Company recorded a benefit from (provision for) income taxes of
$35,252 and ($406,254), respectively.
10. CONTINGENCIES:
Over the last several years, several product liability lawsuits have
been filed against suppliers and manufacturers of latex gloves alleging, among
other things, adverse allergic reactions. The Company is one of numerous
defendants that have been named in such lawsuits. During the first three months
of 2000, the Company became an active party in nine additional product liability
lawsuits and at March 31, 2000, the Company was involved in a total of 63
lawsuits, either as a named defendant, third party or an indemnifier. None of
these lawsuits name the Company as the sole defendant in these claims.
AHPC possesses product liability insurance coverage which covers the
defense costs and certain damage awards associated with the product liability
claims against AHPC and the indemnity of AHPC's customers to the limits of its
policy. The Company believes that all legal claims are adequately provided for,
and if not provided for, are without merit or involve such amounts that would
not materially adversely affect the Company. However, there is not assurance
that AHPC's insurance will be sufficient to meet all damages for which the
Company may be held liable. Likewise, there is no assurance that the outcome of
these suits will not adversely affect our operations or financial condition. The
Company will vigorously contest any latex claim initiated against it, but will
enter into a settlement agreement, where, after careful consideration, our
management determines that our best interests will be served by settling the
matter.
Effective July 12, 1995, the Company entered into a five-year
distributor agreement with PIE Healthcare Products Sdn. Bhd. ("PIE") that
requires the Company to purchase a certain quantity of gloves from PIE each
year. The Company's net sales include glove products that are purchased under
the terms of this agreement. In connection with the loss of the Novation
contract as discussed in Note 13, the Company is in the process of
re-negotiating the PIE contract to allow the Company to satisfy its remaining
purchase obligations over a longer period of time. The Company believes that it
will successfully re-negotiate this contract and expects it to be
8
<PAGE> 11
completed in the second quarter of 2000. However, if the Company is unable to
successfully re-negotiate the PIE contract, it may be obligated to purchase
quantities of gloves in excess of customer demand or may be subject to certain
penalties under the terms of the existing agreement, the amount of which, if
any, cannot be quantified at this time.
11. COMPREHENSIVE INCOME:
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income," which requires
companies to report all changes in equity during a period, except those
resulting from investment by owners and distributions to owners, in a financial
statement for the period in which they are recognized. Comprehensive income for
the three months ended March 31, 2000 and 1999 was equal to net income and there
were no accumulated other comprehensive income items during the quarters ended
March 31, 2000 or 1999.
12. SEGMENT REPORTING:
The Company has two business segments: manufacturing and distribution.
These segments are managed as separate strategic business units due to the
distinct nature of their operations and customer bases. The manufacturing
segment, which represents the operations of PT Buana, manufactures latex gloves
and sells them primarily to AHPC and WRP Asia. All operations of the
manufacturing segment are located in Indonesia. The distribution segment
involves the procurement and sale of gloves purchased from the manufacturing
segment and other glove vendors and then sold to national and regional
healthcare, food service, retail and other distributors. The operations of the
distribution segment are located entirely within the U.S.
The Company evaluates segment performance based on income before
benefit from (provision for) income taxes and minority interest ("Pre-tax
income"). Transactions between operating segments are made at prevailing market
rates.
The following tables provide financial data for the three months ended
March 31, 2000 and 1999 for these segments:
<TABLE>
<CAPTION>
MARCH 31, 2000 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
-------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues from external customers $ 3,082,804 $14,151,398 $ -- $17,234,202
Revenues from other operating 356,400 -- (356,400) --
segments
Pre-tax income 199,150 708,325 -- 907,475
Total assets 15,181,094 21,095,307 -- 36,276,401
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1999 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
-------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues from external customers $ 2,009,163 $15,072,584 $ -- $17,081,747
Revenues from other operating segments 460,637 -- (460,637) --
Pre-tax income 33,016 1,626,414 -- 1,659,430
Total assets 16,020,671 23,465,022 -- 39,485,693
</TABLE>
9
<PAGE> 12
13. SIGNIFICANT EVENT:
In January 2000, the Company was notified that the group purchasing
organization ("GPO"), Novation, will not renew its supply contract with AHPC.
The current contract expires on April 30, 2000. The Company is focusing on
converting end-users of the Novation GPO NovaPlus products to the Company's own
branded product labels, Glovetex and Dermasafe.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS(1)
The Company's wholly owned subsidiary, American Health Products
Corporation ("AHPC"), is engaged in the marketing and distribution of high
quality, disposable, medical examination gloves in the United States and has
been in the glove business since its incorporation in January 1989.
The Company's 70% owned subsidiary, PT WRP Buana Multicorpora ("PT
Buana"), is an Indonesian glove manufacturing plant, which commenced operations
in April 1996. PT Buana manufactures high quality, disposable latex exam gloves.
During the first quarter of 2000, the Company announced that the group
purchasing organization, Novation, will not renew its glove supply contract with
AHPC, which expires on April 30, 2000. The Company is working towards the
retention of the end user medical facilities and converting the business to
AHPC's branded glove products, Glovetex and DermaSafe. Based on indications by
the end user medical facilities, the Company believes that it will retain and
convert about 35% of its previous Novation business.
The Company announced in April 2000 the launch of a surgical glove
line, the ProFeel brand, through a newly created surgical product division, EPIC
Surgical. These new surgical products have synergy with our present customer
base and allows our sales force to increase their call point and create new
growth opportunities for the Company in a related and significant market sector.
The ProFeel surgical glove line utilizes an advanced technology that provides
outstanding tactile sensitivity which maximizes functionality in the surgical
suite.
In March 2000, the Company announced that our Board of Directors had
authorized a program to repurchase up to 10% of our public Common Stock. These
purchases may be made in the open market and in block transactions over a
two-year period. The program is subject to market
- --------------------
(1) Forward looking statements in the Notes to the Company's financial
statements and in this Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations, including statements regarding new products
and markets, gross margins, selling, general and administrative expenses,
liquidity and cash needs, and the Company's plans and strategies, are all based
on current expectations and the Company assumes no obligation to update this
information. Numerous factors could cause actual results to differ from those
described in the forward looking statements. The Company cautions investors that
its business is subject to significant risks and uncertainties. See the risk
factors as disclosed in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 under the heading "Risks Affecting Forward Looking
Statements and Stock Prices."
10
<PAGE> 13
conditions and its impact on share price as well as other investment options
that we may consider to enhance shareholder value. The Company has not made any
Common Stock repurchases during the first quarter of 2000 and may begin to make
stock repurchases in the second quarter 2000.
During February 2000, our Board of Directors approved a change in our
fiscal year-end from December 31 to June 30, which corresponds to the year-end
of our majority shareholder, WRP Asia. The fiscal year-end change will be
effective June 30, 2000.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999:
The Company's net sales are derived from the sale of finished product,
net of allowable rebates, discounts and returns. Net sales include glove sales
from AHPC's examination glove product line and exam glove sales from PT Buana,
exclusive of its sales to AHPC. Net sales totaled $17,234,202 and $17,081,747
for the three months ended March 31, 2000 and 1999, respectively. This
represents a 1% increase in glove sales in the first quarter of 2000 over the
comparable period in 1999.
Sales were relatively flat quarter over quarter due to a reduction in
sales of Novation NovaPlus brand products. The reduction in NovaPlus branded
product sales was partially offset by an increase in the AmeriNet group
purchasing organization product sales which were launched in the third quarter
of 1999. AmeriNet sales totaled approximately $770,000 during the first quarter
of 2000. Further offsetting the reduction in NovaPlus product sales was an
increase in the foodservice division sales and PT Buana sales. PT Buana operated
at full capacity during the first quarter of 2000 and all of its production was
sold in the period.
The Company is increasing powder-free and non-latex glove sales as the
exam glove market continues to move toward these products and away from powdered
exam gloves. AHPC's sales of powder-free and synthetic exam gloves were
approximately 75% of sales in the three months ended March 31, 2000 versus 70%
in the comparable period in 1999. The Company expects that this trend will
continue in 2000. During the three months ended March 31, 2000, two of AHPC's
distributors accounted for more than half of glove sales. These two diversified
distributors have several branches located throughout the U.S. and distribute
the Company's products to numerous medical and food service facilities
nationwide. The ultimate end users of the Company's product are these various
medical facilities, food service organizations and professionals, who purchase
the product from these distributors.
Cost of goods sold as a percentage of net sales for the three months
ended March 31, 2000 was 72.8%, compared to 74.3% for the comparable period in
1999. The gross profit percentage increased from 25.7% in the first quarter of
1999 to 27.2% in the same period of 2000. This increase in gross profit margin
is primarily attributed to reductions in glove purchase prices and an increased
mix of higher margin powder-free gloves sales, offset by reduced sell prices.
The Company currently expects its gross margins to continue to be affected by
changes in product mix, competition, the price of latex and other factors.
11
<PAGE> 14
Selling, general and administrative expenses increased by 34% from
$2,643,972 for the three months ended March 31, 1999 to $3,545,105 for the three
months ended March 31, 2000. As a percentage of net sales, selling, general and
administrative expenses increased from 15.5% for the three months ended March
31, 1999 to 20.6% for the three months ended March 31, 2000. This increase of
$901,133 in selling, general and administrative expenses is primarily
attributable to an increase in selling compensation related costs and travel
related costs of $655,800 associated with the Company's 1999 expansion of its
sales force. There was also an increase in depreciation expense of $56,500
associated with the Company's computer system placed in service during 1999. The
Company made an investment in its sales force in 1999 to support its expansion
plans. Because of the loss of the Novation contract, the Company is
strategically planning and evaluating its manpower needs to maximize sales
productivity per sales representative. Accordingly, the Company expects that its
selling, general and administrative expenses may decline in absolute dollars,
but may increase as a percentage of net sales in subsequent quarters of this
year as the business transitions to overcome the loss of the Novation contract.
Income from operations decreased by 34% from $1,739,612 for the three
months ended March 31, 1999 to $1,146,353 for the three months ended March 31,
2000. Operating margins decreased from 10.2% in the 1999 period to 6.7% in the
2000 period. The Company's EBITDA was $1,648,304 for the first quarter of 2000
compared to $2,109,612 in the comparable 1999 quarter. These reductions in
operating margin and EBITDA reflect the aforementioned factors.
Interest expense increased in the first quarter of 2000 to $239,615
compared to $134,292 in the first quarter of 1999. This 78% increase is
attributable to increased line of credit borrowings in the second half of 1999
used to finance its increased inventory levels in 1999. We anticipate that
interest expense in future periods may decline, as the Company has significantly
reduced its inventory levels and line of credit debt during the first quarter of
2000.
Other income consists of rental income, interest income and
miscellaneous income. Other income decreased by $53,373 from the first quarter
of 1999 compared to the first quarter of 2000. This decrease is due to the
expiration in 1999 of all rental leases and subleases for previous executive
offices.
The Company recorded a foreign currency exchange loss of $15,311 in the
first quarter of 2000 versus a foreign exchange loss of $19,277 in the
comparable period in 1999, from its Indonesian subsidiary, PT Buana. As currency
exchange rates fluctuate and depending upon the mix of assets and liabilities in
PT Buana's books in Indonesian Rupiah, an exchange gain or loss will be
incurred. These foreign currency exchange losses are reported as a component of
the SG&A expense category in the consolidated statements of operations. PT Buana
continues to be exposed to foreign currency exchange rate fluctuations and may
incur exchange losses or gains in the future.
Indonesia continues to be exposed to economic instability, which is
characterized with fluctuations in its foreign currency exchange rate, interest
rates, stock market and inflation rate. Improvement of the Indonesian economic
situation is progressing due to the measures that are being taken by the
government of Indonesia. It is not possible to determine if the economic
12
<PAGE> 15
recovery will continue. The financial statements do not include any adjustment
that might result from these uncertainties and any related effects will be
reported in the financial statements as they become known and estimable.
The benefit from (provision for) income taxes for the three months
ended March 31, 2000 and 1999 was $35,252 and ($406,254), respectively. This
change in income taxes is primarily attributed to the reduction of pre-tax
income generated in the U.S. during the first quarter of 2000 compared to the
same period in 1999 and due to PT Buana recording deferred tax assets of
$160,319 during the first quarter of 2000 associated with its prior years tax
losses. The Company's U.S. operations generated net operating loss carryforwards
("NOL's") in prior years of which approximately $1,975,000 is remaining at
December 31, 1999. The NOL's are limited for the year 2000, however, the Company
was able to utilize a portion of the NOL in the first quarter of 2000 which
reduced its U.S. federal tax provision. The Company's Indonesian subsidiary, PT
Buana, has generated tax losses in prior years and does not have a provision for
current income taxes during the three months ended March 31, 2000.
The minority interest in income of subsidiary represents the non-owned
30% profit from PT Buana. The minority interest in income of PT Buana was
$71,417 during the first three months of 2000 compared to $39,528 the same
period in 1999. During the first quarter of 2000, PT Buana's profitability
increased due to increased production output and increased sales volume.
For the three months ended March 31, 2000, net income for the Company
was $871,310, compared to net income of $1,213,648 in the same period of 1999.
Diluted earnings per share for the three months ended March 31, 2000 and 1999
were $0.13 and $0.17, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
Cash and cash equivalents at March 31, 2000 was $550,112 an increase of
$378,650 from $171,462 at December 31, 1999. The Company experienced an increase
in cash flows in the first quarter of 2000 primarily from cash provided by
operating activities, offset by uses of cash in financing and investing
activities.
The Company's operations generated cash of $3,964,714 during the first
quarter of 2000 as a result of net income of $871,310 plus non-cash depreciation
of $485,143 and a decline in inventories and accounts receivable, offset by net
reductions in the amount owed to our majority shareholder, WRP Asia.
Net trade accounts receivable at March 31, 2000 decreased by 18% to
$6,550,609 from $7,969,369 at December 31, 1999. This decline of $1,418,760 is
primarily due to a record sales month in December 1999 as customers were
preparing for the year 2000 rollover and any unknown events associated with it.
Net inventories at March 31, 2000 decreased by 24% to $9,850,614 from
$12,930,569 at December 31, 1999. This decline of $3,079,955 is primarily due to
the reduction in NovaPlus brand inventory levels associated with the loss of the
Novation group purchasing organization
13
<PAGE> 16
supply contract. The Company has been strategically reducing its NovaPlus
inventory levels in preparation of the cessation of this contract.
During the quarter ended March 31, 2000, the cash generated from
operations was used primarily for debt repayments. The Company used cash in
financing activities of $3,483,486 during the first quarter of 2000 comprised of
net reductions on notes payable and line of credit debt of $2,973,178 and net
reductions in letter of credit obligations of $510,308.
During the three months ended March 31, 2000, the Company used cash in
net investing activities of $102,578. The Company spent $199,062 for capital
expenditures during the quarter primarily at PT Buana, the Indonesian
manufacturing plant, for capital improvements.
On December 1, 1998, AHPC obtained a domestic three-year credit
facility from GE Capital, a large commercial credit company. This asset based
lending loan and security agreement included a $10,000,000 revolving line of
credit with a $7,000,000 letter of credit subfacility. On March 31, 1999, AHPC
amended its loan and security agreement by increasing the maximum credit loan
limit from $10,000,000 to $15,000,000. As part of the amendment, the letter of
credit subfacility was increased from $7,000,000 to $11,000,000. The line of
credit borrowings carry an interest rate of commercial paper plus 2.75% (8.55%
at March 31, 2000). At March 31, 2000, AHPC had outstanding $4,772,907 on the
revolving line of credit and $818,102 of letter of credit liabilities under the
credit facility.
In October 1994, pursuant to two debenture and warrant purchase
agreements between the Company and two trusts affiliated with a director of the
Company, the Company issued, and each trust purchased, a convertible
subordinated debenture in the amount of $1,000,000 payable in seven years with
interest at 1.5% over the prime rate. Each debenture is convertible into Common
Stock of the Company at a conversion price of $25.00 per share. In addition,
each trust received a warrant exercisable over five years to purchase 3,750
shares of Common Stock of the Company at an exercise price of $22.20 per share.
At March 31, 2000 and December 31, 1999, the total outstanding debt associated
with these debentures was $1,500,000 and $1,700,000, respectively. During the
first quarter of 2000, the Company repaid $200,000 against this debt. The
Company anticipates repayments of $600,000 within the next twelve months and has
classified $900,000 of this debt as long-term at March 31, 2000.
The Company currently expects to have cash needs during 2000 and
beyond, in addition to funding the growth of the existing glove business. These
cash needs may arise in connection with various events such as for: (i) the
expansion into new products such as surgical gloves; (ii) paying off debt
obligations, particularly the remaining long-term debt; (iii) the hiring of
additional marketing staff; (iv) the hiring of additional support staff; (v) the
expansion of the manufacturing facility in Indonesia; (vi) purchasing our Common
Stock in connection with our stock repurchase program; and (vii) possible
acquisitions. The Company believes that its cash and cash generated from future
operations plus its credit facility will be sufficient to fund the Company's
ongoing operations.
14
<PAGE> 17
YEAR 2000
In preparation for the rollover to the year 2000, the Company initiated
a year 2000 readiness project, the scope of which included the following steps:
ensuring the compliance of all applications, operating systems and hardware on
mainframe, personal computer, local area network and wide area network
platforms; addressing issues related to non-IT imbedded software and equipment;
and addressing the compliance of key suppliers and customers. The Company did
not experience any significant malfunctions or errors in our operating or
business systems when the date changed from 1999 to 2000. Based on operations
since January 1, 2000, the Company does not expect any significant impact to the
Company's ongoing business operations as a result of the Year 2000 issue.
However, Year 2000 compliance has many elements and potential consequences, some
of which may not be foreseeable or may be realized in future periods.
Consequently, there can be no assurance that unforeseen circumstances may not
arise, or that the Company will not in the future identify equipment or systems
which are not Year 2000 compliant. The Company is currently not aware of any
significant Year 2000 or similar problem that may have arisen with our key
customers, suppliers or other significant third parties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to the impact of interest rate changes, foreign
currency fluctuations and changes in the market value of investments. The
Company has not entered into interest rate caps or collars or other hedging
instruments.
Exposure to changes in interest rates is limited to borrowings under
revolving credit and debt agreements, which have variable interest rates tied to
the prime and commercial paper rates. The Company estimates that the fair value
of each debt instrument approximated its market value at March 31, 2000.
The Company is subject to fluctuations in the value of the Indonesian
Rupiah vis-a-vis the U.S. dollar. The investment in the Indonesian subsidiary is
remeasured into the U.S. dollar and the book value of the assets and liabilities
of this operation at March 31, 2000 approximated its fair value.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K on March 10, 2000
wherein it disclosed information on Item 5, Other Events and
Item 8, Change in Fiscal Year.
15
<PAGE> 18
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.
WRP Corporation
(Registrant)
Date: May 3, 2000 By: /s/ Kenneth Ling
-------------------------
Name: Kenneth Ling
Title: Chief Financial Officer
16
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