<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-67854
PROSPECTUS SUPPLEMENT NO. 3 DATED NOVEMBER 24, 1997
TO PROSPECTUS DATED MAY 14, 1997
$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 May 14, 1997.
--------------------
RECENT OPERATING RESULTS. Attached hereto is Part I to CMI Industries,
Inc.'s Quarterly Report on Form 10-Q for the period ended October 4, 1997,
which includes, among other things, the unaudited consolidated financial
statements of the Company for the three months and nine months ended October 4,
1997 and Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three months and nine months ended October 4,
1997.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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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
------------------------- -------------------------
(13 WEEKS) (14 WEEKS) (39 WEEKS) (40 WEEKS)
SEPT. 28, OCT. 4, SEPT. 28, OCT. 4,
1996 1997 1996 1997
-------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales $ 98,969 $ 120,253 $ 277,088 $ 317,009
Cost of sales 91,824 102,628 258,916 274,636
-------- --------- --------- ---------
Gross profit 7,145 17,625 18,172 42,373
Selling, general and administrative expenses 7,433 8,535 22,498 24,833
-------- --------- --------- ---------
Operating income/(loss) (288) 9,090 (4,326) 17,540
Other income (expenses):
Interest expense (3,949) (3,678) (11,859) (11,133)
Other, net 523 541 1,323 2,946
-------- --------- --------- ---------
Total other expenses, net (3,426) (3,137) (10,536) (8,187)
Income/(loss) before income taxes (3,714) 5,953 (14,862) 9,353
Income tax provision/(benefit) (1,485) 2,323 (5,609) 3,648
-------- --------- --------- ---------
Net income/(loss) $ (2,229) $ 3,630 $ (9,253) $ 5,705
======== ========= ========= =========
Average shares outstanding during period 1,690 1,690 1,690 1,690
Net income/(loss) per share $ (1.32) $ 2.15 $ (5.48) $ 3.38
Depreciation and amortization included in
the above costs and expenses: $ 5,553 $ 4,765 $ 17,739 $ 13,894
</TABLE>
See Accompanying Notes
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<PAGE> 3
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 28, 1996 and October 4, 1997
(000s omitted)
<TABLE>
<CAPTION>
DECEMBER 28, OCTOBER 4,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,244 $ 3,225
Receivables, less allowance for doubtful
accounts of $2,000 and $1,350 47,509 62,722
Inventories: (note 3)
Raw materials 10,484 12,396
Work-in-process 21,234 22,084
Finished goods 21,576 17,648
Supplies 4,849 4,832
--------- ---------
58,143 56,960
Deferred income tax 3,139 --
Other current assets 1,588 1,594
--------- ---------
Total current assets 112,623 124,501
Property, plant and equipment: (note 4)
Land and land improvements 3,521 3,332
Buildings 38,039 38,109
Machinery and equipment 199,811 200,789
Construction in progress 1,277 3,212
--------- ---------
242,648 245,442
Less accumulated depreciation and amortization (130,103) (142,894)
--------- ---------
112,545 102,548
Other assets:
Cash value of life insurance, intangibles,
deferred charges, and other assets 8,366 8,852
--------- ---------
$ 233,534 $ 235,901
========= =========
</TABLE>
See Accompanying Notes
3
<PAGE> 4
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 28, 1996 and October 4, 1997
(000s omitted)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 28, OCTOBER 4,
1996 1997
------------ ----------
(unaudited)
<S> <C> <C>
Current liabilities:
Payable - book overdraft $ 11,500 $ 3,401
Current portion of long-term debt (note 2) 4,000 4,000
Accounts payable 15,528 19,293
Accrued expenses 13,089 15,184
-------- --------
Total current liabilities 44,117 41,878
Long-term debt (note 2) 143,749 142,980
Deferred income tax -- 226
Other liabilities 13,823 13,267
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) 18,805 24,510
-------- --------
Total stockholders' equity 31,845 37,550
-------- --------
$233,534 $235,901
======== ========
</TABLE>
See Accompanying Notes.
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CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 28, 1996 and October 4, 1997
(000s omitted)
<TABLE>
<CAPTION>
SEPTEMBER 28, OCTOBER 4,
1996 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities: (unaudited) (unaudited)
Net income/(loss) $ (9,253) $ 5,705
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Depreciation and amortization 17,739 13,894
Changes in assets and liabilities:
Receivables (5,184) (15,213)
Inventories 7,328 1,183
Other current assets 4,705 (6)
Other assets (529) (898)
Accounts payable 3,494 3,765
Accrued expenses 2,403 2,095
Tax benefit (2,532) --
Deferred income taxes (3,352) 3,365
Other liabilities (242) (556)
-------- --------
Net cash provided by operating activities 14,577 13,334
-------- --------
Cash flows from investing activities:
Capital expenditures, net (6,026) (3,411)
-------- --------
Net cash used in investing activities (6,026) (3,411)
-------- --------
Cash flows from financing activities:
Net borrowings on revolving credit facilities 467 (843)
Decrease in payable-book overdraft (8,137) (8,099)
-------- --------
Net cash used in financing activities (7,670) (8,942)
-------- --------
Net increase in cash 881 981
Cash and cash equivalents at beginning of year 227 2,244
-------- --------
Cash and cash equivalents at end of period $ 1,108 $ 3,225
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,659 $ 13,665
======== ========
Income taxes $ -- $ --
======== ========
</TABLE>
See Accompanying Notes
5
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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
October 4, 1997, the Consolidated Statements of Cash Flows for the nine months
ended September 28, 1996 and October 4, 1997, 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 28,
1996 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 the Notes 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 $124,415 at October 4,
1997, is presented net of $585 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 $125,000 at October 4, 1997. The fair
value presented herein 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 provided for a revolving credit facility of
up to $80,000, including a letter of credit facility of up to $5,000.
The Company and the lenders amended the new credit agreement in
February 1997 to reduce the borrowing limit to $65,000, to contemplate the
realignment of the Company's assets into separate operating entities, which was
completed during the second quarter of 1997, and to extend the maturity of the
new credit agreement by two years to January 2000. The borrowings under the new
credit agreement are secured by all receivables, certain inventories and
certain intangibles.
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Long-term debt at December 28, 1996 and October 4, 1997 consisted of:
<TABLE>
<CAPTION>
DEC. 28, 1996 OCT. 4, 1997
------------- ------------
<S> <C> <C>
Borrowings under credit agreements:
Secured revolving credit facility $ 19,408 $ 18,565
Unsecured Wachovia Bank of SC facility 4,000 4,000
Senior subordinated notes, net 124,341 124,415
--------- ---------
147,749 146,980
Less current portion (4,000) (4,000)
--------- ---------
Long-term debt $ 143,749 $ 142,980
========= =========
</TABLE>
The new credit agreement requires a commitment fee of 3/8 of 1% per
annum on all unused amounts and as of October 4, 1997, the Company could have
borrowed an additional $44,400 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 October 4, 1997, the average interest rate on the revolving credit
facility was 7.16%. 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 7.53% at October 4,
1997.
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 October 4, 1997, the Company had the
ability to authorize $3,000 of cash dividends or capital stock purchases. At
October 4, 1997, the Company was in compliance with 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 $75. The letters of credit expire on
February 10, 1998, June 30, 1998, January 11, 1998 and April 10, 1998,
respectively. At October 4, 1997, no amount had been drawn against these
letters of credit.
Note 3:
Inventories:
Inventories at December 28, 1996 and October 4, 1997 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.
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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 were completed by December
1996. In the Greige Fabrics Division, the Company closed one of its
manufacturing facilities and is disposing of idle equipment and inventories. In
the Chatham and Elastics Divisions, the Company consolidated certain operations
and is disposing of idle equipment and inventories. The Company also downsized
its corporate operations. The restructuring charges also consisted 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 28, October 4,
Restructuring items: 1996 1997
------ ------
<S> <C> <C>
CRIP early retirement window $1,202 $1,202
Termination of consulting contracts
and other items 497 416
Severance and related benefit costs 795 513
------ ------
2,494 2,131
Other nonrecurring asset write-offs related
to the restructuring:
Inventory write-offs 657 657
Property, plant and equipment write-offs 2,092 2,107
------ ------
$5,243 $4,895
====== ======
</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 from operations or
amounts available under the new credit agreement. During the nine months ended
October 4, 1997, the Company funded $363 of cash related restructuring items.
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 the Private Securities Litigation Reform Act of
1995 and Section 21E of the Securities Exchange Act of 1934, as amended. 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 28, 1996, including, but not limited to, the "Overview"
discussion to Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 17 and 18 of the Annual Report.
Results of Operations
In the second quarter of fiscal 1997, the Company realigned two groups
within the Finished Fabrics Division into two separate operating companies,
Chatham Fabrics, LLC and Elastic Fabrics of America LLC, both Delaware limited
liability companies, which have been denominated the Chatham Fabrics Division
and the Elastics Division. The purpose of the alignment was to provide greater
management focus to these groups as separate and independent operating units.
The Company is the sole beneficial owner of the membership interests in these
limited liability companies.
Three Months Ended October 4, 1997
Compared with Three Months Ended September 28, 1996
Sales
Sales for the three months ended October 4, 1997 were $120.3 million,
an increase of $21.3 million or 21.5% from the corresponding period of 1996.
Sales of the Greige Fabrics Division increased $5.5 million, or 13.8%. Sales of
the Elastics Division increased $1.4 million or 5.9%, and sales of the Chatham
Fabrics Division increased $14.4 million or 41.6%.
The increase in sales of the Greige Fabrics Division may be attributed
to stronger market conditions for printcloth fabrics used primarily in the
apparel and home furnishings markets. Average selling prices for these fabrics
during the period increased 10.4% while volume increased 6.0%.
The sales increase for the Elastics Division included a $2.3 million
increase in wide elastic sales. The sales for the Chatham Fabrics Division
included increases in all of the division's businesses, including increases in
automotive sales of 86%, increases in consumer products sales of 24.7% and
increases in furniture fabric sales of 11.7%. Overall, the improvement in sales
may be attributed to improved market conditions and increased demand for many
of the Company's products. Additionally, the Company benefited from an
additional week of sales in the three month period ended October 4, 1997.
9
<PAGE> 10
Earnings
Operating income for the three month period ended October 4, 1997
increased $9.4 million from an operating loss of $0.3 million in the
corresponding period of 1996 to operating income of $9.1 million. The increase
in profitability may be primarily attributed to the Greige Fabrics Division as
higher average selling prices, increased volumes, lower raw material costs and
improved operating efficiencies all combined to significantly improve margins.
The Elastics Division reported increased earnings due to the operating
improvements at its Greensboro plant and increased sales of wide elastic
fabrics while the Chatham Fabrics Division reported improved levels of
profitability due to operating improvements at its Elkin, NC facility and the
increased level of sales.
Interest expense for the three months ended October 4, 1997 was $3.7
million, a decrease of $0.3 million from the same period in 1996. 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 income tax provision (benefit) increased approximately $3.8
million. This increase is due to a $9.7 million increase in income before
taxes. The foregoing resulted in net income increasing by $5.9 million from a
net loss of $2.2 million in the third quarter of fiscal 1996 to net income of
$3.6 million for the third quarter of 1997.
Nine Months Ended October 4, 1997
Compared with Nine Months Ended September 28, 1996
Sales
Sales for the nine months ended October 4, 1997 were $317 million, an
increase of $39.9 million or 14.4%, from the corresponding period of 1996.
Sales of the Greige Fabrics Division increased $13.8 million or 11.8%, while
sales of the Elastics Division increased $3.8 million or 5.7%, and sales of the
Chatham Fabrics Division increased $22.3 million or 24.2%.
The increase in sales of the Greige Fabrics Division may be attributed
to improved market conditions for lightweight apparel and home furnishings
fabrics. Average selling prices for these fabrics during the period increased
9.4% while volume increased 2.3%. The sales increase in the Elastics Division
may be attributed to increased sales of wide elastic fabrics. The sales
increase in the Chatham Fabrics Division included a $17.6 million increase in
automotive upholstery sales. Overall, the increase in sales may be attributed
to improved market conditions and stronger product demand for many of the
Company's products. Additionally, the Company benefited from an additional week
of sales in the nine month period ended October 4, 1997.
Earnings
Operating income for the nine month period ended October 4, 1997
increased $21.8 million from an operating loss of $4.3 million in the first
nine months of 1996 to operating income of $17.5
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million. The increase in profitability may be primarily attributed to the
Greige Fabrics Division as higher average selling prices, increased volumes,
lower raw material costs and improved operating efficiencies combined to
significantly increase margins. The Elastics Division has experienced improved
levels of profitability due to operating improvements at its Greensboro plant
and the increased sales levels of wide elastic products. The Chatham Division
also experienced better earnings which may be attributed to both the higher
sales levels and operating improvements at its Elkin, NC facility in the second
and third quarters.
Interest expense for the nine months ended October 4, 1997 was $11.1
million, a decrease of $0.7 million over the corresponding period in 1996. The
decrease reflects the Company's effort to reduce its debt balances as compared
to the same period a year ago.
Other income, net, for the nine months ended October 4, 1997 was $2.9
million, an increase of $1.6 million over the corresponding period in 1996.
This increase is due to income received from certain life insurance contracts
in the first quarter and the sale of nonoperating real estate in the second
quarter.
The provision (benefit) for income taxes increased approximately $9.3
million as a result of the income before income taxes increasing $24.2 million.
The foregoing resulted in net income for the nine months ending October 4, 1997
increasing by $15.0 million from a net loss of $9.3 million in the first nine
months of 1996 to net income of $5.7 million for the first nine months of this
year.
Financial Condition
For the nine months ended October 4, 1997, the Company generated cash
from operations of $13.3 million and decreased its net borrowings by $0.8
million. These funds were primarily used to finance $3.4 million of capital
expenditures and reduce its payable-book overdraft by $8.1 million.
At October 4, 1997, working capital was approximately $82.6 million as
compared to approximately $68.5 million at December 28, 1996. Management is not
aware of any present or potential impairments to the Company's liquidity.
At October 4, 1997, long-term debt of approximately $143 million
represented 79% of total capital, compared to 82% at December 28, 1996.
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
