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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 33-67854
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CMI INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0836097
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street, Suite 700, Columbia, South Carolina 29201
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(Address of principal executive office) Zip Code)
Registrant's telephone number including area code: (803) 771-4434
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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
--- ---
As of April 4, 1998, there were 1,695,318 shares of $1 Par Value Common Stock
outstanding.
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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 29, APRIL 4,
1997 1998
---------- ----------
<S> <C> <C>
Net sales $ 97,252 $ 109,045
Cost of sales 86,281 92,825
---------- ----------
Gross profit 10,971 16,220
Selling, general and administrative expenses 7,915 8,844
---------- ----------
Operating income 3,056 7,376
Other income (expense):
Interest expense (3,681) (3,231)
Other, net 1,143 437
---------- ----------
(2,538) (2,794)
Income before income taxes 518 4,582
Provision for income taxes 198 1,775
---------- ----------
Net income $ 320 $ 2,807
========== ==========
Average shares outstanding during period 1,690 1,695
Net income per share $ 0.19 $ 1.66
Depreciation and amortization included in the above
costs and expenses: $ 4,624 $ 4,365
</TABLE>
See Accompanying Notes.
2
<PAGE> 3
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
January 3, 1998 and April 4, 1998
(000's Omitted)
<TABLE>
<CAPTION>
JANUARY 3, APRIL 4,
1998 1998
---------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,729 $ 2,633
Receivables, less allowance for doubtful
accounts of $1,200 and $1,550 47,762 54,091
Inventories: (note 3)
Raw materials 11,474 14,682
Work-in-progress 19,312 20,382
Finished goods 18,729 21,930
Supplies 4,412 4,574
---------- ----------
53,927 61,568
Other current assets 931 1,346
---------- ----------
Total current assets 104,349 119,638
Property, plant and equipment: (note 4)
Land and land improvements 3,332 3,332
Buildings and leasehold improvements 38,725 38,880
Machinery and equipment 202,199 201,244
Construction in progress 3,500 5,373
---------- ----------
247,756 248,829
Less accumulated depreciation (144,164) (147,514)
---------- ----------
103,592 101,315
Other assets:
Cash value of life insurance, intangibles,
deferred charges, and other assets 8,599 9,093
---------- ----------
$ 216,540 $ 230,046
========== ==========
</TABLE>
See Accompanying Notes.
3
<PAGE> 4
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
January 3, 1998 and April 4, 1998
(000's Omitted Except Share Data)
<TABLE>
<CAPTION>
JANUARY 3, APRIL 4,
1998 1998
---------- ----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Payable - book overdraft $ 6,023 $ 5,164
Current portion of long-term debt (note 2) 2,204 4,000
Accounts payable 15,685 20,961
Accrued expenses 14,488 13,018
Income taxes payable 141 --
---------- ----------
Total current liabilities 38,541 43,143
Long-term debt (note 2) 124,528 128,907
Deferred income taxes 1,245 2,951
Other liabilities 13,182 13,194
Stockholders' equity:
Common stock of $1 par value per share;
2,100,000 shares authorized, 1,695,318 shares issued 1,695 1,695
Paid-in capital 11,358 11,358
Retained earnings (note 2) 25,991 28,798
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Total stockholders' equity 39,044 41,851
---------- ----------
$ 216,540 $ 230,046
========== ==========
</TABLE>
See Accompanying Notes.
4
<PAGE> 5
CMI INDUSTRIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three Months Ended March 29, 1997 and April 4, 1998
(000s omitted)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 29, APRIL 4,
1997 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 320 $ 2,807
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 4,624 4,365
Changes in assets and liabilities
Receivables (1,499) (6,329)
Inventories (1,994) (7,641)
Other current assets (2,050) (415)
Other assets (324) (609)
Accounts payable (931) 5,276
Accrued expenses 2,784 (1,470)
Income taxes payable -- (141)
Deferred income taxes (86) 1,706
Other liabilities (334) 12
--------- ---------
Net cash provided by (used in)
operating activities 510 (2,439)
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Cash flows from investing activities:
Capital expenditures, net (1,440) (1,950)
--------- ---------
Net cash used in investing activities (1,440) (1,950)
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Cash flows from financing activities:
Net borrowings on revolving credit facilities 8,454 6,152
Decrease in payable-book overdraft (7,415) (859)
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Net cash provided by financing activities 1,039 5,293
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Net increase in cash 109 904
Cash and cash equivalents at beginning of year 2,244 1,729
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Cash and cash equivalents at end of period $ 2,353 $ 2,633
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 458 $ 6,053
========= =========
Income taxes $ -- $ 130
========= =========
</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 April 4, 1998,
the Consolidated Statements of Cash Flows for the three months ended March 29,
1997, and April 4, 1998, 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 January 3, 1998 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 $124,464 at April 4, 1998,
is presented net of $536 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 April 4, 1998. The fair
value presented herein is not necessarily indicative of the amounts that the
Company would realize in a current market exchange.
In March 1996, the Company replaced a $92 million unsecured revolving
credit facility with a new credit agreement and renewed a Wachovia Bank of SC
facility at $4 million. 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 was completed during 1997, and to extend the maturity of the
secured revolving credit facility 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 as of January 3, 1998 and April 4, 1998 consisted of:
<TABLE>
<CAPTION>
January 3, 1998 April 4, 1998
--------------- -------------
<S> <C> <C>
Borrowings under credit agreements:
Secured revolving credit facility $ 88 $ 4,443
Unsecured Wachovia Bank of SC facility 2,204 4,000
Senior subordinated notes, net 124,440 124,464
----------- -----------
126,732 132,907
Less current portion (2,204) (4,000)
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Long-term debt $ 124,528 $ 128,907
=========== ===========
</TABLE>
The secured revolving credit facility requires a commitment fee of 3/8
of 1% per annum on all unused amounts and as of April 4, 1998, the Company could
have borrowed an additional $53 million under the credit facility. Interest on
the secured revolving credit facility is based on a floating prime rate or an
eurodollar rate plus 1 1/2%. At April 4, 1998, the average interest rate on the
revolving credit facility was 8.5%. 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 7.5% at
April 4, 1998.
The credit agreements and indenture 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 April 4, 1998, the
Company was authorized to pay up to $3 million of cash dividends or capital
stock purchases. At April 4, 1998, 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, respectively. The letters of credit
expire on February 10, 1999, June 30, 1998, January 11, 1999 and April 10, 1999,
respectively. At April 4, 1998, the Company owed no amount under these letters
of credit.
Note 3:
Inventories:
Inventories at January 3, 1998 and April 4, 1998 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.
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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
January 3, 1998, including, but not limited to, the "Overview" discussion to
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 17, 18 and 19 of the Annual Report.
Results of Operations
Three Months Ended April 4, 1998
Compared with Three Months Ended March 29, 1997
Sales
Sales for the three months ended April 4, 1998 increased $11.8 million
or 12.1% from $97.2 million to $109 million over the corresponding period of
1997. Sales of the Greige Fabrics Division decreased $1.2 million or 2.8%, sales
of the Elastic Fabrics Division increased $0.7 or 2.7%, while sales of the
Chatham Division increased $12.3 million or 39.7%. The decrease in sales for the
Greige Fabrics Division consisted of a $1.3 million decline in sales of 100%
filament fabrics produced at the Company's Clarkesville, Georgia facility. Sales
of blended or 100% cotton greige fabrics increased $0.1 million as a result of a
5.7% increase in average selling prices and a 5.0% decline in volume. The
increase in sales for the Elastic Fabrics Division was principally attributable
to a $0.7 million, or 9.5%, increase in sales of narrow woven elasticized
fabrics produced at the Company's Stuart, Virginia facility. Sales of warp and
circular knit elasticized fabrics produced at the Division's Greensboro, North
Carolina facility remained relatively unchanged. The increase in sales for the
Chatham Division included a $9.8 million increase in automotive upholstery sales
which is a result of volume increases associated with the Company's increased
product placements in this market segment. Sales of furniture upholstery were up
$1.0 million due to increased volume and improving demand for its products,
while sales of consumer products increased $0.3 million. The Chatham Division
also increased yarn sales by $1.2 million which reflects the Division's better
utilization of available capacity.
Earnings
Operating income for the three months ended April 4, 1998 increased
$4.3 million from $3.1 million to an operating profit of $7.4 million. The
increase in profitability is primarily due to the Chatham Division, as increased
sales, improved operating efficiencies and the Division's improved product mix
have resulted in better margins. Despite lower sales, gross profits in the
Greige Fabrics Division improved due to higher selling prices and lower raw
material costs.
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Gross profits in the Elastic Fabrics Division were also higher as the Division's
efforts to improve the performance of its Stuart facility have resulted in both
higher sales and increased margins.
Interest expense for the three months ended April 4, 1998 was $3.2
million, down $0.5 million from the same period in 1997. The decrease reflects
lower average debt balances during the first three months of fiscal 1998
compared to the corresponding period of fiscal 1997.
Other income, net for the three months ended April 4, 1998 was $0.4
million, down $0.7 million from the same period in 1997. This decrease was due
to the inclusion of income received from certain life insurance policies and
related death benefits in the prior period.
As a result of the above mentioned items, income before income taxes
increased $4.1 million for the three months ended April 4, 1998 over the
corresponding period in 1997, while the provision for income taxes increased
$1.6 million. Net income of $2.8 million for the first three months of fiscal
1998 represents an increase of $2.5 million over the corresponding period of
fiscal 1997.
Financial Condition
For the three months ended April 4, 1998, the Company increased its net
borrowings by $6.2 million and used $2.4 million in operations to support
working capital requirements. Additionally, these borrowings were used to
finance $2.0 million of capital expenditures, reduce its payable-book overdraft
by $0.9 million and increase cash by $0.9 million.
At April 4, 1998, working capital was approximately $76.4 million as
compared to approximately $65.8 million at January 3, 1998. The increase in
working capital can be attributed to the increased sales for the quarter ended
April 4, 1998, and especially to increased sales at the end of the first quarter
as compared to the end of the year when shipments and production are generally
curtailed during the holiday weeks of Christmas and New Year's. Additionally,
working capital at April 4, 1998 included a $3.0 million increase in raw cotton
inventories due to the seasonal nature of these purchases while accrued expenses
were down because the Company paid its scheduled semiannual interest payment on
the Notes of $5.9 million on April 1, 1998. Management is not aware of any
present or potential impairments to the Company's liquidity.
At April 4, 1998, long-term debt of approximately $128.9 million
represented 75.5% of total capital, compared to 76.1% at January 3, 1998.
The Company believes that funds from operations during the balance of
fiscal 1998 and amounts available under the credit agreements (see note 2 to
consolidated financial statements) are adequate to finance capital expenditures
of approximately $20 million during the remainder of 1998, in addition to
meeting working capital requirements and scheduled debt service payments.
10
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
None Reportable
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27.1 Financial Data Schedule (for SEC use only).
b) Reports on Form 8-K
None
11
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SIGNATURE OF REGISTRANT
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.
CMI INDUSTRIES, INC.
Date: April 24, 1998 By /s/ JOSEPH L. GORGA
--------------------------------------
Joseph L. Gorga
President and Chief Executive Officer
Date: April 24, 1998 By /s/ JAMES A. OVENDEN
--------------------------------------
James A. Ovenden
Executive Vice President, Chief
Financial Officer
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PART III. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
27.1 Financial Data Schedule. (for SEC use only)
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CMI INDUSTRIES, INC. FOR THE THREE MONTHS ENDED APRIL 4,
1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-03-1998
<PERIOD-END> APR-04-1998
<CASH> 2,633
<SECURITIES> 0
<RECEIVABLES> 55,641
<ALLOWANCES> 1,550
<INVENTORY> 61,568
<CURRENT-ASSETS> 119,638
<PP&E> 248,829
<DEPRECIATION> (147,514)
<TOTAL-ASSETS> 230,046
<CURRENT-LIABILITIES> 43,143
<BONDS> 128,907
0
0
<COMMON> 1,695
<OTHER-SE> 40,156
<TOTAL-LIABILITY-AND-EQUITY> 230,046
<SALES> 109,045
<TOTAL-REVENUES> 109,482
<CGS> 92,825
<TOTAL-COSTS> 101,669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,231
<INCOME-PRETAX> 4,582
<INCOME-TAX> 1,775
<INCOME-CONTINUING> 2,807
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,807
<EPS-PRIMARY> 1.656
<EPS-DILUTED> 1.656
</TABLE>
