<PAGE> 1
Rule 424(b)(3)
File No. 33-67854
PROSPECTUS SUPPLEMENT NO. 2 DATED NOVEMBER 19, 1996
TO PROSPECTUS DATED JUNE 27, 1996
$125,000,000
CMI INDUSTRIES, INC.
9-1/2% SENIOR SUBORDINATED NOTES DUE 2003
This Prospectus Supplement is intended to be read in conjunction with
the Prospectus dated June 27, 1996.
----------
RECENT OPERATING RESULTS. Attached hereto is Part I to CMI Industries,
Inc.'s Quarterly Report on Form 10-Q for the period ended September 28, 1996,
which includes, among other things, the unaudited consolidated financial
statements of the Company for the three months and nine months ended September
28, 1996 and Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three months and nine months ended September 28,
1996.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Income
(000s omitted except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPT. 30, SEPT. 28, SEPT. 30, SEPT. 28,
1995 1996 1995 1996
--------- ---------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $105,606 $98,969 $311,612 $277,088
Cost of sales 93,598 91,824 275,252 258,916
-------- ------- -------- --------
Gross profit 12,008 7,145 36,360 18,172
Selling, general and administrative expenses 7,922 7,433 23,819 22,498
Executive severance charges 4,782 -- 4,782 --
-------- -------- -------- ---------
Operating income (loss) (696) (288) 7,759 (4,326)
Other income (expenses):
Interest expense (4,220) (3,949) (13,026) (11,859)
Other, net 243 523 299 1,323
-------- ------- -------- --------
Total other expenses, net (3,977) (3,426) (12,727) (10,536)
Loss before income taxes (4,673) (3,714) (4,968) (14,862)
Income tax benefit (1,813) (1,485) (1,909) (5,609)
-------- ------- -------- --------
Net loss $ (2,860) $(2,229) $ (3,059) $ (9,253)
======== ======= ======== ========
Average shares outstanding during period 1,739 1,690 1,762 1,690
Net loss per share $ (1.64) $ (1.32) $ (1.74) $ (5.48)
Depreciation and amortization included in
the above costs and expenses: $ 5,993 $ 5,553 $ 17,409 $ 17,739
</TABLE>
See Accompanying Notes.
2
<PAGE> 3
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 30, 1995 and September 28, 1996
(000s omitted)
<TABLE>
<CAPTION>
DECEMBER 30, SEPTEMBER 28,
1995 1996
------- --------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 227 $ 1,108
Receivables, less allowance for doubtful
accounts of $1,729 and $1,769 50,684 55,868
Inventories: (note 3)
Raw materials 9,872 10,042
Work-in-process 22,295 22,286
Finished goods 29,603 22,459
Supplies 5,281 4,936
-------- --------
67,051 59,723
Tax benefit -- 2,532
Other current assets 5,319 614
-------- --------
Total current assets 123,281 119,845
Property, plant and equipment: (note 4)
Land and land improvements 3,813 3,536
Buildings 39,455 38,268
Machinery and equipment 203,648 195,683
Construction in progress 1,346 2,641
-------- --------
248,262 240,128
Less accumulated depreciation and amortization (122,488) (125,602)
-------- --------
125,774 114,526
Other assets:
Cash value of life insurance, intangibles,
deferred charges, and other assets 8,053 8,189
-------- --------
$257,108 $242,560
======== ========
</TABLE>
See Accompanying Notes
3
<PAGE> 4
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 30, 1995 and September 28, 1996
(000s omitted)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 30, SEPTEMBER 28,
1995 1996
------ ------
(unaudited)
<S> <C> <C>
Current liabilities:
Payable - book overdraft $ 13,226 $ 5,089
Current portion of long-term debt (note 2) 853 4,000
Accounts payable 13,471 16,965
Accrued expenses 15,189 17,592
-------- --------
Total current liabilities 42,739 43,646
Long-term debt (note 2) 154,245 151,637
Deferred income taxes 3,352 --
Other liabilities 14,264 14,022
Stockholders' equity:
Common stock of $1 par value per share;
2,100,000 shares authorized, 1,690,318 shares issued 1,690 1,690
Paid-in capital 11,350 11,350
Retained earnings (note 2) 29,468 20,215
-------- --------
Total stockholders' equity 42,508 33,255
-------- --------
$257,108 $242,560
======== ========
</TABLE>
See Accompanying Notes.
4
<PAGE> 5
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1995 and September 28, 1996
(000s omitted)
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28,
1995 1996
------ -------
<S> <C> <C>
Cash flows from operating activities: (unaudited) (unaudited)
Net loss $(3,059) $(9,253)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 17,409 17,739
Changes in assets and liabilities:
Receivables (6,568) (5,184)
Inventories (1,323) 7,328
Other current assets 4,300 4,705
Other assets (1,050) (529)
Accounts payable 634 3,494
Accrued expenses 3,421 2,403
Tax benefit -- (2,532)
Income taxes 695 --
Deferred income taxes (3,224) (3,352)
Other liabilities 4,822 (242)
------- -------
Net cash provided by operating activities 16,057 14,577
------- -------
Cash flows from investing activities:
Cost of United Elastic acquisition, net of Chesterfield
disposal and cash acquired (20,052) --
Capital expenditures, net (6,060) (6,026)
------- -------
Net cash used in investing activities (26,112) (6,026)
------- -------
Cash flows from financing activities:
Net borrowings on revolving credit facilities 9,672 467
Increase (decrease) in payable-book overdraft 3,018 (8,137)
Retirement of common stock (3,320) --
------- -------
Net cash provided by (used in) financing activities 9,370 (7,670)
------- -------
Net (decrease) increase in cash (685) 881
Cash and cash equivalents at beginning of year 3,145 227
------- -------
Cash and cash equivalents at end of period $ 2,460 $ 1,108
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 9,571 $ 8,659
======= =======
Income taxes $ 482 $ --
======= =======
</TABLE>
See Accompanying Notes.
5
<PAGE> 6
Notes to Consolidated Financial Statements
Note 1:
Basis of Presentation:
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated. In the opinion of management,
the accompanying unaudited consolidated financial statements include all
adjustments necessary to present fairly the Consolidated Balance Sheet as of
Septemer 28, 1996, the Consolidated Statements of Cash Flows for the nine
months ended September 30, 1995 and September 28, 1996, and the Consolidated
Statements of Income for the three months and nine months then ended. All
dollar amounts are rounded to thousands. The Consolidated Balance Sheet as of
December 30, 1995 has been audited, but the auditor's report is not included
herein. The disclosures accompanying these interim financial statements are
condensed and should be read in conjunction with the disclosures in the annual
financial statements.
Note 2:
Long-Term Debt:
In October 1993, the Company completed a public offering ("the
Offering") of $125,000 in aggregate principal amount of 9 1/2% Senior
Subordinated Notes ("Notes") due October 1, 2003. The Notes are general
unsecured obligations of the Company. Interest on the Notes is payable
semiannually, and are redeemable at the option of the Company at any time after
October 1, 1998. Redemption prices commence at 104-3/4% of the principal
amount, declining annually to 100% of the principal amount in October 2000,
plus accrued interest. The recorded balance of $124,317 at September 28, 1996,
is presented net of $683 of unamortized bond issue discount that is being
amortized over the period to maturity. The latest information available
indicates the fair value of the Notes was $112,500 at September 28, 1996. The
fair value presented herin is not necessarily indicative of the amounts that
the Company would realize in a current market exchange.
The Company had a credit agreement at December 30, 1995 which provided
an unsecured revolving credit facility of $92,000 due January 15, 1998, and a
credit facility from Wachovia Bank of South Carolina, which provided an
unsecured, uncommitted line of credit of $4,000. Effective March 19, 1996, the
Company replaced the unsecured revolving credit facility with a new credit
agreement. The new credit agreement provides for a revolving credit facility of
up to $80,000, including a letter of credit facility of up to $5,000. The
borrowings under the new credit agreement are secured by all inventories, all
receivables, and certain intangibles. The new credit agreement matures on
January 18, 1998.
6
<PAGE> 7
Long-term debt at December 30, 1995 and September 28, 1996 consisted
of:
<TABLE>
<CAPTION>
DEC. 30, 1995 SEPT. 28, 1996
------------- --------------
<S> <C> <C>
Borrowings under credit agreements:
Unsecured revolving credit facility $ 30,000 $ --
Secured revolving credit facility -- 27,320
Unsecured Wachovia Bank of SC facility 853 4,000
Senior subordinated notes, net 124,245 124,317
-------- --------
155,098 155,637
Less current portion 853 4,000
-------- --------
Long-term debt $154,245 $151,637
======== ========
</TABLE>
The new credit agreement requires a commitment fee of 3/8 of 1% per
annum on all unused amounts and as of September 28, 1996, the Company could
have borrowed an additional $41,239 under the facility. Interest on the
revolving credit facility is based on a floating prime rate or an eurodollar
rate plus 1 1/2%. At September 28, 1996, the average interest rate on the
revolving credit facility was 7.0%. The Wachovia Bank of South Carolina
facility is unsecured, requires no commitment fee and may be terminated by the
bank with 100 days notice. Interest on the Wachovia Bank of South Carolina
facility accrues at an amount based on the daily Federal Funds rate, which was
7.2% at September 28, 1996.
The credit agreements contain various restrictive covenants and
conditions requiring, among other things, minimum levels of net worth, certain
interest coverage ratios, prohibitions against certain borrowings and advances,
and a negative covenant limiting the Company's right to grant security
interests or other liens on its assets. In addition, the credit agreements and
the indenture pursuant to which the Notes were issued contain restrictions on
the Company's ability to pay cash dividends or purchase its capital stock.
Under the most restrictive covenant, as of September 28, 1996, the Company was
not authorized to pay any cash dividends or purchase its capital stock. At
September 28, 1996, the Company was in compliance with, or had received waivers
for, all covenants under all credit agreements.
As part of the Company's workers' compensation insurance agreements in
South Carolina, Alabama, Georgia and Virginia, the Company has obtained letters
of credit for $750, $200, $250 and $50. The letters of credit expire on
February 10, 1997, June 30, 1997, January 11, 1997 and April 10, 1997,
respectively. At September 28, 1996, the Company owed no amount under these
letters of credit.
Note 3:
Inventories:
Inventories at December 30, 1995 and September 28, 1996 are stated at
the lower of cost (first-in, first-out) or market, and include the costs of raw
materials, direct labor, and manufacturing overhead.
7
<PAGE> 8
Note 4:
Property, Plant and Equipment:
All additions to property, plant and equipment are stated at cost.
Depreciation is calculated for financial reporting purposes by the
straight-line method over the estimated useful lives of the respective assets.
Note 5:
Restructuring Charges and Other Nonrecurring Items:
In December 1995, the Company approved a plan to pursue restructuring
initiatives in all divisions. These initiatives are expected to be completed by
the end of the 1996 fiscal year. In the Greige Fabrics Division, the Company
closed one of its manufacturing facilities and disposed of idle equipment and
inventories. In the Finished Fabrics Division, the Company consolidated certain
operations and also disposed of idle equipment and inventories. The Company
also downsized its corporate operations. The restructuring charges also consist
of costs for the severance and retirement of approximately 700 associates,
including the termination of consulting contracts, insurance, vacation and
related expenses. Related to this decision, the Company reported a $12,900
charge to earnings in 1995 and has reserved for the following items:
<TABLE>
<CAPTION>
December 30, September 28,
Restructuring items: 1995 1996
------ ------
<S> <C> <C>
CRIP early retirement window $ 1,299 $1,299
Termination of consulting contracts
and other items 1,345 842
Severance and related benefit costs 2,404 936
------- ------
5,048 3,077
Other nonrecurring asset write-offs related
to the restructuring:
Inventory write-offs 2,915 943
Property, plant and equipment write-offs 4,937 2,604
------- ------
$12,900 $6,624
======= ======
</TABLE>
Included in the $12,900 of restructuring and related nonrecurring
amounts at December 30, 1995, were approximately $5,048 of incremental cash
expenditures. The Company expects to fund the early retirement amount from
assets in the Company's defined benefit plan and the balance, $1,778, from
operations or amounts available under the new credit agreement. During the nine
months ended September 28, 1996, the Company funded $1,971 of cash related
restructuring items and disposed of $4,305 of assets related to the
restructuring.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This report contains statements which to the extent that they are not
recitations of historical fact, may constitute "forward looking statements"
within the meaning of applicable federal securities laws. All forward looking
statements contained in this report are intended to be subject to the safe
harbor protection provided by applicable federal securities laws. For a
discussion identifying some important factors that could cause actual results
to vary materially from those anticipated in the forward looking statements
made by the Company, see the Company's Annual Report on Form 10-K for the year
ended December 30, 1995, including, but not limited to, the "Overview"
discussion to Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 18 and 19 of the Annual Report.
Results of Operations
Three Months Ended September 28, 1996
Compared with Three Months Ended September 30, 1995
Sales
Sales for the three months ended September 28, 1996 were $99 million,
a decrease of $6.6 million or 6% from the corresponding period of 1995. Sales
of the Greige Fabrics Division decreased $5.4 million, or 12%, while sales of
the Finished Fabrics Division decreased $1.2 million or 2%. The decrease in
sales of the Greige Fabrics Division may be attributed to poor market
conditions for printcloth fabrics used in the apparel and home furnishings
markets. Average selling prices for these fabrics during the period decreased
9.5% while volume decreased 4.7%.
The sales decrease for the Finished Fabrics Division included a $2.1
million decrease in narrow elastic sales and a $4.3 million decrease in
consumer product sales which were partially offset by a $4.9 million increase
in furniture and automotive upholstery sales. The sales reductions may be
attributed to weak product demand and excess inventory levels in these specific
market segments.
Earnings
Operating loss for the three month period ended September 28, 1996
decreased $0.4 million from an operating loss of $0.7 million in the
corresponding period of 1995 to an operating loss of $0.3 million. Excluding
the executive severence charges of $4.8 million relating to the retirement of
the Company's former President and Chief Executive Officer, which were
recognized the third quarter of 1995, operating income for the current third
quarter would have decreased $4.4 million from the previous period. The decline
in profitability may be attributed to the Greige Fabrics Division as the
decline in average selling prices reduced profitability almost dollar for
dollar. Additionally, the Company reported lower earnings in its narrow
elastics business in Stuart, Virginia as reduced sales volumes and related
manufacturing inefficiencies deteriorated margins. Aside from narrow elastics,
the Finished Fabrics Division continued to report improved levels of
profitability due to better manufacturing efficiencies and other operating
improvements. These improvements, coupled with
9
<PAGE> 10
lower corporate overhead costs, helped to partially offset the reduction
in earnings from the Greige Fabrics Division and narrow elastics business.
Interest expense for the three months ended September 28, 1996 was
$3.9 million, a decrease of $0.3 million from the same period in 1995. The
decrease reflects the Company's effort to reduce its debt balances and lower
interest rates as compared to the same period a year ago.
The benefit for income taxes decreased approximately $0.3 million.
This decrease is due to a $0.9 million decrease in the loss before taxes. The
foregoing resulted in the net loss decreasing by $0.7 million or 22% from a net
loss of $2.9 million in the third quarter of fiscal 1995 to a net loss of $2.2
million this period.
Nine Months Ended September 28, 1996
Compared with Nine Months Ended September 30, 1995
Sales
Sales for the nine months ended September 28, 1996 were $277 million,
a decrease of $34.5 million, or 11%, from the corresponding period of 1995.
Sales of the Greige Fabrics Division decreased $23.7 million or 17%, while
sales of the Finished Fabrics Division decreased $10.8 million or 6%. The
decrease in sales of the Greige Fabrics Division may be attributed to poor
market conditions for printcloth fabrics used in the apparel and home
furnishings markets. The poor market conditions relate back to 1995 when
retailers began reacting to excess inventories and surplus capacity in the
marketplace. Customers have responded by rightsizing their inventories,
deferring shipments, limiting future orders, and taking advantage of the
opportunistic buying conditions. Consequently, average selling prices for these
fabrics have decreased 9.5% while volume decreased 9.4%.
The sales decrease for the Finished Fabrics Division included a $9.3
million decrease in narrow elastic sales, a $5.5 million reduction in consumer
product sales, and a $3.7 decrease in furniture upholstery sales. These
declines were partially offset by a $8.3 million increase in automotive
upholstery sales. The sales reductions in the Finished Fabrics Division may
also be attributed to weak product demand and excess inventory levels that have
negatively affected market conditions in these market segments.
Earnings
Operating income for the nine month period ended September 28, 1996
decreased $12.1 million, or 156%, from operating income of $7.8 million in the
first nine months of 1995 to an operating loss of $4.3 million. The decline in
profitability may be attributed to the Greige Fabrics Division as lower average
selling prices, reduced volumes earlier in the year, higher raw material costs
and inefficiencies associated with shutting down the Division's Lydia facility
all combined to significantly reduce margins. Despite lower sales volume, the
Finished Fabrics Division has reported improved levels of profitability due to
operating improvements and better product mix. These improvements, coupled with
lower corporate overhead costs, helped to partially offset the reduction in
earnings from the Greige Fabrics Division. Other than lower corporate overhead
costs, the Company's
10
<PAGE> 11
restructuring initiatives have not had a significant favorable impact on
operating income for the nine months ended September 28, 1996.
Interest expense for the nine months ended September 28, 1996 was
$11.9 million, a decrease of $1.2 million over the same period in 1995.
The benefit for income taxes increased approximately $3.7 million as a
result of the increase in the loss before income taxes of $9.9 million. The
foregoing resulted in the net loss increasing by $6.2 million or 203% from a
net loss of $3.1 million in 1995 to a net loss of $9.3 million this year.
Financial Condition
For the nine months ended September 28, 1996, the Company generated
cash from operations of $14.6 million and increased its net borrowings by $0.5
million. These funds were primarily used to finance $6.0 million of capital
expenditures and reduce its payable-book overdraft by $8.1.
At September 28, 1996, working capital was approximately $76.2 million
as compared to approximately $80.5 million at December 30, 1995. Management is
not aware of any present or potential impairments to the Company's liquidity.
At September 28, 1996, long-term debt of approximately $151.6 million
represented 82% of total capital, compared to 78% at December 30, 1995.
The Company believes that funds from operations and amounts available
under the loan agreements (see note 2 to consolidated financial statements) are
adequate to finance the Company's anticipated capital expenditures, in addition
to meeting working capital requirements, scheduled debt service payments and
amounts to be paid pursuant to the Company's restructuring initiatives (see
note 5 to consolidated financial statements).
11
