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Rule 424(b)(3)
File No. 33-67854
PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 14, 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.
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RECENT OPERATING RESULTS. Attached hereto is Part I to CMI Industries,
Inc.'s Quarterly Report on Form 10-Q for the period ended March 29, 1997, which
includes, amoung other things, the unaudited consolidated financial statements
of the Company for the three months ended March 29, 1997 and Management's
Discussion and Analysis of Financial Condition and Results of Operations for
the three months ended March 29, 1997.
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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.
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PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
(000's Omitted Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 30, MARCH 29,
1996 1997
---------- ----------
<S> <C> <C>
Net sales $ 88,580 $ 97,252
Cost of sales 83,372 86,281
---------- ----------
Gross profit 5,208 10,971
Selling, general and administrative expenses 7,760 7,915
---------- ----------
Operating income (loss) (2,552) 3,056
Other income (expense):
Interest expense (3,939) (3,681)
Other, net 375 1,143
---------- ----------
(3,564) (2,538)
Income (loss) before income taxes (6,116) 518
Provision (benefit) for income taxes (2,138) 198
---------- ----------
Net income (loss) $ (3,978) $ 320
========== ==========
Average shares outstanding during period 1,690 1,690
Net income (loss) per share $ (2.35) $ 0.19
Depreciation and amortization included in the above
costs and expenses: $ 6,144 $ 4,624
</TABLE>
See Accompanying Notes.
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CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 28, 1996 and March 29, 1997
(000's Omitted)
<TABLE>
<CAPTION>
DECEMBER 28, MARCH 29,
1996 1997
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,244 $ 2,353
Receivables, less allowance for doubtful
accounts of $2,000 and $1,925 47,509 49,008
Inventories: (note 3)
Raw materials 10,484 13,108
Work-in-process 21,234 20,609
Finished goods 21,576 21,635
Supplies 4,849 4,785
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58,143 60,137
Deferred income taxes 3,139 3,225
Other current assets 1,588 3,638
---------- ----------
Total current assets 112,623 118,361
Property, plant and equipment: (note 4)
Land and land improvements 3,521 3,569
Buildings and leasehold improvements 38,039 38,039
Machinery and equipment 199,811 199,421
Construction in progress 1,277 2,561
---------- ----------
242,648 243,590
Less accumulated depreciation (130,103) (134,077)
---------- ----------
112,545 109,513
Other assets:
Cash value of life insurance, intangibles,
deferred charges, and other assets 8,366 8,562
---------- ----------
$ 233,534 $ 236,436
========== ==========
</TABLE>
See Accompanying Notes.
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CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 28, 1996 and March 29, 1997
(000's Omitted Except Share Data)
<TABLE>
<CAPTION>
DECEMBER 28, MARCH 29,
1996 1997
----------- ----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Payable - book overdraft $ 11,500 $ 4,085
Current portion of long-term debt (note 2) 4,000 4,000
Accounts payable 15,528 14,597
Accrued expenses 13,089 15,873
-------- --------
Total current liabilities 44,117 38,555
Long-term debt (note 2) 143,749 152,227
Other liabilities 13,823 13,489
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 19,125
-------- --------
Total stockholders' equity 31,845 32,165
-------- --------
$233,534 $236,436
======== ========
</TABLE>
See Accompanying Notes.
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CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three Months Ended March 30, 1996 and March 29, 1997
(000s omitted)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 30, MARCH 29,
1996 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (3,978) $ 320
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 6,144 4,624
Changes in assets and liabilities
Receivables 2,257 (1,499)
Inventories 1,522 (1,994)
Other current assets 2,972 (2,050)
Other assets (73) (324)
Accounts payable 1,389 (931)
Accrued expenses 1,480 2,784
Deferred income taxes (2,394) (86)
Other liabilities (90) (334)
--------- ---------
Net cash provided by
operating activities 9,229 510
--------- ---------
Cash flows from investing activities:
Capital expenditures, net (2,747) (1,440)
--------- ---------
Net cash used in investing activities (2,747) (1,440)
--------- ---------
Cash flows from financing activities:
Net borrowings on revolving credit facilities 3,389 8,454
Decrease in payable-book overdraft (8,621) (7,415)
--------- ---------
Net cash provided by (used in) financing activities (5,232) 1,039
--------- ---------
Net increase in cash 1,250 109
Cash and cash equivalents at beginning of year 227 2,244
--------- ---------
Cash and cash equivalents at end of period $ 1,477 $ 2,353
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 1,042 $ 458
========= =========
Income taxes $ 256 $ --
========= =========
</TABLE>
See Accompanying Notes.
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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
March 29, 1997, the Consolidated Statements of Cash Flows for the three months
ended March 30, 1996 and March 29, 1997, and the Consolidated Statements of
Operations for the three 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 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 $124,365 at March 29, 1997, is
presented net of $635 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 $118,750 at March 29, 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 initially provided for a secured revolving
credit facility of up to $80,000, including a letter of credit facility of up
to $5,000.
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The Company and the lenders amended the new credit agreement in
February 1997 to reduce the borrowing limit to $65 million, to contemplate the
realignment of the Company's assets into separate operating entities, which
will be 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.
Long-term debt as of December 28, 1996 and March 29, 1997 consists of:
<TABLE>
<CAPTION>
December 28, 1996 March 29, 1997
----------------- --------------
<S> <C> <C>
Borrowings under credit agreements:
Secured revolving credit facility 19,408 27,862
Unsecured Wachovia Bank of SC facility 4,000 4,000
Senior subordinated notes, net 124,341 124,365
-------- --------
147,749 156,227
Less current portion (4,000) (4,000)
-------- --------
Long-term debt $143,749 $152,227
======== ========
</TABLE>
The new credit agreement requires a commitment fee of 3/8 of 1% per
annum on all unused amounts and as of March 29, 1997, the Company could have
borrowed an additional $30.4 million under the revolving credit facility.
Interest on the revolving credit facility is based on a floating prime rate or
an eurodollar rate plus 1 1/2%. At March 29, 1997, the average interest rate
on the revolving credit facility was 7.5%. 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
7.8% at March 29, 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 March 29, 1997, the Company had the ability to
authorize $3 million of cash dividends or capital stock purchases. At March 29,
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, 1997, January 11, 1998 and April 10, 1998, respectively. At
March 29, 1997, the Company owed no amount under these letters of credit.
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Note 3:
Inventories:
Inventories at December 28, 1996 and March 29, 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.
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 Finished Fabrics Division, 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, March 29,
1996 1997
----- ------
<S> <C> <C>
Restructuring items:
CRIP early retirement window $ 1,202 $1,202
Termination of consulting contracts
and other items 497 447
Severance and related benefit costs 795 474
------- ------
2,494 2,123
Other nonrecurring asset write-offs related
to the restructuring:
Inventory write-offs 657 655
Property, plant and equipment write-offs 2,092 1,877
------ -----
$ 5,243 $4,655
======= ======
</TABLE>
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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 first quarter
ended March 29, 1997, the Company funded $371 of cash related restructuring
items and disposed of $217 of assets related to the restructuring.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Three Months Ended March 29, 1997
Compared with Three Months Ended March 30, 1996
Sales
Sales for the three months ended March 29, 1997 increased $8.7 million
or 9.8% from $88.6 million to $97.3 million over the corresponding period of
1996. Sales of the Greige Fabrics Division increased $3.0 million or 7.6%,
while sales of the Finished Fabrics Division increased $5.7 million or 11.5%.
The increase in sales for the Greige Fabrics Division is due to improved market
conditions for lightweight apparel and home furnishings fabrics. Average
prices for these fabrics during the period rose 6.2% while volume decreased
2.8%. The sales increase for the Finished Fabrics Division included a $4.1
million increase in automotive upholstery sales which reflects the Company's
increasing level of product placements in this market segment.
Earnings
Operating income (loss) for the three months ended March 29, 1997
increased $5.6 million from a $2.6 million loss to an operating profit of $3.1
million. The rise in profitability is primarily due to the Greige Fabrics
Division, as higher average selling prices, increased operating schedules and
lower raw material costs all combined to significantly improve margins. Despite
better automotive upholstery sales, the Finished Fabrics Division reported
marginally lower operating profits as operating inefficiencies at its Elkin,
North Carolina and Stuart, Virginia facilities resulted in higher variances for
this period. The Company's restructuring initiatives have had a favorable
impact on operating income for the three months ended March 29, 1997 as lower
corporate overhead costs and the elimination of inefficient capacity in the
Greige Fabrics Division have helped to improve overall margins.
Interest expense for the three months ended March 29, 1997 was $3.7
million, down $0.3 million from the same period in 1996. The decrease reflects
lower average debt balances during the first three months of fiscal 1997
compared to the corresponding period of fiscal 1996.
Other income, net for the three months ended March 29, 1997 was $1.1
million, up $0.7 million from the same period in 1996. This increase is due to
income received from certain life insurance contracts and associated death
benefits under these policies.
As a result of the foregoing, income (loss) before taxes increased
$6.6 million, from a loss of $6.1 million for the first three months of fiscal
1996 to income of $0.5 million for the first three months of fiscal 1997. As a
result, the provision (benefit) for income taxes increased $2.3 million, from a
benefit of $2.1 million to a provision of $0.2 million. Net income of $0.3
million for the
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first three months of fiscal 1997 represents an increase of $4.3 million over
the corresponding period of fiscal 1996.
Financial Condition
For the three months ended March 29, 1997, the Company generated cash
from operations of $0.5 million and increased its net borrowings by $8.5
million. These funds were primarily used to finance $1.4 million of capital
expenditures and to reduce its payable-book overdraft by $7.4 million.
At March 29, 1997, working capital was approximately $79.8 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 March 29, 1997, long-term debt of approximately $152.2 million
represented 83% of total capital, compared to 82% at December 28, 1996.
The Company believes that funds from operations during the balance of
fiscal 1997 and amounts available under the credit agreements (see note 2 to
consolidated financial statements) are adequate to finance capital expenditures
of approximately $15 million during the remainder of 1997, 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) for the same period.
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