Page 1 of 14
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ------------------------------------------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1997
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 NO. 0-8544
SPEIZMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 56-0901212
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
508 WEST FIFTH ST. 28202
-------------------- --------------
CHARLOTTE, NORTH CAROLINA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(704) 372-3751
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF
CHANGED SINCE LAST REPORT)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK NOVEMBER 5, 1997
--------------------- ----------------
Par value $.10 per share 3,279,806
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets....................... 3 - 4
Consolidated Condensed Statements of Income................. 5
Consolidated Condensed Statements of Cash Flows............. 6
Notes to Consolidated Condensed Financial Statements........ 7 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 9 - 11
PART II. OTHER INFORMATION:
Item 6. Exhibits and reports on Form 8-K
(a) Reports on Form 8-K.................................... 12
(b) Exhibit 11. Computation of Net Income per Share....... 14
2
<PAGE>
<TABLE>
<CAPTION>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 27, June 28,
1997 1997
(Unaudited) (Unaudited)
ASSETS
CURRENT:
<S> <C> <C>
Cash and cash equivalents $ 1,502,823 $ 3,832,534
Accounts receivable, less allowances of
$655,656 and $474,477 19,915,862 21,075,138
Inventories 14,180,908 12,970,134
Prepaid expenses and other current assets 3,775,596 2,988,786
--------- ---------
TOTAL CURRENT ASSETS 39,375,189 40,866,592
---------- ----------
PROPERTY AND EQUIPMENT:
Leasehold improvements 457,665 750,140
Machinery and equipment 1,732,945 1,770,886
Furniture, fixtures and transportation equipment 1,368,892 1,078,429
------------- -------------
Total 3,559,502 3,599,455
Less accumulated depreciation and amortization (1,257,939) (1,811,183)
----------- ------------
NET PROPERTY AND EQUIPMENT 2,301,563 1,788,272
------------ ------------
OTHER LONG TERM ASSETS 880,978 518,957
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 4,381,904 --
----------- ------------
$ 46,939,634 $ 43,173,821
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed
financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 27, June 28,
1997 1997
(Unaudited) (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C> <C>
Note payable - bank line of credit $ 1,400,000 $ -
Accounts payable 13,087,496 19,075,766
Customers' deposits 2,118,690 1,380,621
Accrued expenses 1,853,084 1,667,621
Current maturities of long-term debt 1,001,432 1,769
----------------- --------------
TOTAL CURRENT LIABILITIES 19,460,702 22,125,777
LONG-TERM DEBT 6,104,344 110,344
------------------- -------------
TOTAL LIABILITIES 25,565,046 22,236,121
------------------- -------------
STOCKHOLDERS' EQUITY:
Common stock - par value $.10; authorized 20,000,000 shares, issued
3,274,866, outstanding 3,247,266;
and authorized 20,000,000 shares, issued 3,262,866,
outstanding 3,235,266 327,487 326,287
Additional paid-in capital 12,527,908 12,512,299
Retained earnings 8,618,990 8,209,911
Foreign currency translation adjustment - (11,000)
----------------- ------------
Total 21,474,385 21,037,497
Treasury stock, at cost, 27,600 common shares (99,797) (99,797)
--------------- -------------
TOTAL STOCKHOLDERS' EQUITY 21,374,588 20,937,700
---------------- --------------
$ 46,939,634 $ 43,173,821
============ ==========
</TABLE>
See accompanying notes to consolidated condensed
financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended
-------------------------------------------------------
September 27, 1997 September 28, 1996
(13 Weeks) (13 Weeks)
----------------------- ------------------
<S> <C> <C>
REVENUES $ 21,469,630 $ 16,966,745
---------- ----------
COSTS AND EXPENSES:
Cost of sales 17,901,555 14,107,777
Selling expenses 1,656,623 1,363,618
General and administrative expenses 1,090,455 680,875
----------- ------------
Total costs and expenses 20,648,633 16,152,270
---------- ----------
820,997 814,475
NET INTEREST EXPENSE (INCOME) 160,918 (46,754)
----------- --------------
Income before taxes on income 660,079 861,229
TAXES ON INCOME 251,000 353,000
----------- ---------------
NET INCOME $ 409,079 $ 508,229
============== =============
NET INCOME PER SHARE $ 0.12 $ 0.15
====== ======
Weighted average number of common and
equivalent shares 3,391,301 3,305,761
========= =========
</TABLE>
See accompanying notes to consolidated condensed
financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
9-27-97 9-28-96
(13 Weeks) (13 Weeks)
------------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 409,079 $ 508,229
Adjustments to reconcile net income to cash used
by operating activities:
Depreciation and amortization 252,919 87,877
Provision for inventory obsolescence 50,000 50,000
Gain on disposal of assets (1,390) -
Foreign currency translation adjustment 11,000 6,240
(Increase) decrease in:
Accounts receivable 5,280,865 (2,198,246)
Inventories 981,576 (507,653)
Prepaid expenses and other current assets (777,313) (446,226)
Other assets 221,138 (10,935)
Increase (decrease) in:
Accounts payable (6,709,308) 935,764
Customers' deposits 420,059 (1,452,184)
Accrued expenses (1,075,463) 287,317
---------------- ----------------
Net cash used in operating activities (936,838) (2,739,817)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Wink Davis Equipment Company (9,500,000) -
Capital expenditures (104,868) (74,390)
Proceeds on sale of assets 3,500 11,137
---------------- ----------------
Net cash used in investing activities (9,601,368) (63,253)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit agreement 2,500,000 -
Payments on line of credit agreement (1,100,000) -
Payment on line of credit agreement of Wink Davis Equipment
Company (201,977) -
Proceeds from issuance of term note due to bank 7,000,000 -
Principal payments on long-term debt (6,337) (17,647)
Issuance of common stock for stock options 16,809 55,001
---------------- ----------------
Net cash provided by financing activities 8,208,495 37,354
---------------- ----------------
NET DECREASE IN CASH (2,329,711) (2,765,716)
CASH AND CASH EQUIVALENTS at beginning of period 3,832,534 7,981,723
---------------- ----------------
CASH AND CASH EQUIVALENTS at end of period $ 1,502,823 $ 5,216,007
================ ============
Supplemental Disclosures:
Cash paid during period for:
Interest $ 104,296 $ 5,857
Income taxes 277,428 1,102
</TABLE>
See accompanying notes to consolidated condensed
financial statements.
6
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Management Statement re Adjustments
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present the
Registrant's financial position, the results of operations and
changes in cash flow for the periods indicated.
The accounting policies followed by the Registrant are set forth on
page F-6 of the Registrant's Form 10-K for the fiscal year ended June
28, 1997, which is incorporated by reference.
Note 2. Inventories
Inventories consisted of the following:
September 27, June 28,
1997 1997
(Unaudited) (Unaudited)
Machines $ 8,726,655 $ 8,768,841
Parts and supplies 5,454,253 4,201,293
--------- ------------
Total $ 14,180,908 $ 12,970,134
========== ==========
Note 3. Taxes on Income
Taxes on income are allocated to interim periods on the basis of an
estimated annual effective tax rate.
Note 4. Net Income Per Share
Net income per share is computed by dividing net income by the
average number of common and common equivalent shares outstanding
during the period. Common equivalent shares include those common
shares which are issuable upon the exercise of stock options, when
dilutive, net of shares assumed to have been repurchased with the
proceeds.
Note 5. Intangibles
Intangibles, including goodwill, arose from the acquisition of Wink
Davis Equipment Company, Inc. and are being amortized over 15 years
on a straight-line basis.
7
<PAGE>
Note 6. Pro Forma Earnings Per Share
In February 1997, the Financial Accounting Standards Board issued FAS
No. 128, "Earnings per Share", which established new standards for
computations of earnings per share. Statement No. 128 will be
effective for periods ending after December 15, 1997 and will require
presentation of: (1) "Basic Earnings per Share", computed by dividing
income available to common stockholders by the weighted average
number of common shares outstanding during the period and (2)
"Diluted Earnings per Share", which gives effect to all dilutive
potential common shares that were outstanding during the period, by
increasing the denominator to include the number of additional common
shares that would have been outstanding if the dilutive potential
common shares had been issued. Had FAS 128 been effective for the
quarters ended September 27, 1997 and September 28, 1996, basic and
diluted earnings per share would have been as follows:
September 27, September 28,
1997 1996
Basic earnings per share................$..0.13 $ 0.16
Diluted earnings per share..............$..0.12 $ 0.15
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's operations consist of Speizman Industries, Inc., based in
Charlotte, North Carolina and Wink Davis Equipment Company, Inc. ("Wink Davis"),
based in Atlanta, Georgia. The revenues of Speizman Industries are generated
primarily from its distribution of textile equipment, principally knitting
machines and dyeing and finishing equipment, to manufacturers of textile
products and, to a lesser extent, from the sale of parts used in such equipment
and the sale of used textile equipment. Wink Davis, a wholly owned subsidiary of
Speizman Industries, distributes and services laundry equipment and parts,
principally in the southeastern United States and in the Chicago, Illinois area.
RESULTS OF OPERATIONS
Revenues increased by about $4.5 million in the first quarter of the current
fiscal year to total $21.4 million. This compares to the first quarter of last
year when revenues totaled $17.0 million. This improvement in revenues resulted
primarily from the inclusion of two months of operations of Wink Davis. Wink
Davis, all of whose common stock was acquired on August 1, 1997, recognized
revenues of $4.4 million for the two months ended September 27, 1997. Speizman
Industries' revenues were substantially unchanged. Decreases in sales of hosiery
and in sweater manufacturing equipment were offset by increases in sales of
dyeing and finishing equipment and in equipment for the manufacturing of knitted
fabrics.
Cost of sales as a percentage of net revenues in the latest quarter was 83.4% as
compared to 83.1% in the first quarter of the prior fiscal year. The apparent
rise in the cost of sales percentage reflects a higher cost of sales in the
newly acquired Wink Davis operations as compared to the cost of sales in textile
machine operations. In the current quarter, the cost of sales percentage for
textile machines was 82.7% as compared to 83.1% for the same operations in the
first quarter of last year.
Selling expenses in the first quarter of fiscal 1997 were approximately
$1,657,000 or about 7.7% of revenues. This compares to $1,364,000 or 8.0% of
revenues in the first quarter of last year. Substantially all of this $293,000
increase is attributable to the two months of operations of Wink Davis. Selling
expenses at Wink Davis totaled $329,000 in the current quarter.
General and administrative expenses in the first quarter of fiscal 1998 were
$1,090,000 or 5.1% of revenues as compared to $681,000 or 4.0% of revenues in
the first quarter of fiscal 1997. General and administrative expenses at Wink
Davis totaled $247,000. Additionally, amortization of goodwill and acquisition
costs, associated with the Wink Davis purchase, totaled $64,000. The balance of
the increase can be attributed to administrative salaries, partially offset by a
lower requirement for bad debt provisions.
9
<PAGE>
Interest expense is shown net of interest income. The $9.5 million purchase of
Wink Davis on August 1, 1997 was financed through debt. Accordingly, net
interest expense increased in the first quarter of fiscal 1998 to $161,000. In
the same quarter of fiscal 1997, interest income exceeded interest expense by
$47,000.
In the first quarter of fiscal 1998, the income tax provision represents 38.0%
of pre-tax income. In the same quarter of last year, the tax benefit represented
41.0% of pre-tax income. The favorable shift in the current quarter is more
consistent with blended US state and federal tax rates, as the Company's English
subsidiary has been liquidated.
Net income for the current first quarter totaled $409,000 as compared to income
of $508,000 in the same quarter of last year. Earnings per share were $0.12 as
compared to $0.15 in the same quarter of last year.
OUTLOOK
The decline in demand for new sock manufacturing equipment during the Company's
current first quarter is continuing in its second quarter. The Company's
customers are reluctant to make substantial commitments of purchases of new
machines at this time. Hopefully, this situation will improve in the following
quarter. The Company's backlog of firm orders for textile manufacturing
equipment remains substantial.
The Company's backlog of orders for laundry equipment in the newly acquired Wink
Davis remains at levels similar to prior years.
LIQUIDITY AND CAPITAL RESOURCES
At September 27, 1997, the Company's working capital totaled $19.9 million. This
figure represents an increase of $1,174,000 from the Company's working capital
at the end of the prior fiscal year, June 28, 1997. The Company's current ratio
at September 27, 1997 was 2.02 to 1.00. At June 28, 1997, it was 1.85 to 1.00.
On August 1, 1997, the Company purchased all of the outstanding stock of Wink
Davis for $9.5 million plus a conditional additional payment of up to $1.5
million in cash over a five-year period based on certain pre-tax earnings
calculations. The purchase was funded by (a) a $7.0 million term loan with
quarterly principal payments of $250,000 beginning December 31, 1997, the
balance due July 31, 2000 and (b) $2.5 million direct borrowings from a
revolving line of credit.
Operating activities used $937,000 in cash in the quarter ended September 27,
1997, as compared to $2.7 million used by operating activities in the first
quarter of last year. In the current quarter, this usage of cash was generated
essentially by decreases in accounts payable, partially offset by decreases in
accounts receivable. In the first quarter of last year, this usage was generated
by substantial increases in accounts receivable, inventories and other current
assets, and a decrease in customer deposits, partially offset by an increase in
accounts payable.
For the first quarter of fiscal 1998, investing activities used $9.6 million in
cash, primarily related to the purchase of Wink Davis. Investing activities used
$63,000 in cash for the first quarter of the prior fiscal year.
10
<PAGE>
For the first quarter of fiscal 1998, financing activities provided $8.2 million
in cash, primarily related to borrowings from a term loan and advances on the
revolving line of credit. Financing activities provided $37,000 in cash for the
first quarter of the prior fiscal year.
Overall, net cash decreased by $2.3 million in the first quarter of fiscal 1998
as compared with a net cash decrease of $2.8 million in the same quarter of last
year.
The Company has no firm material commitments for capital expenditures; however,
it does anticipate incurring some commitments in the balance of fiscal 1998. The
Company has plans to relocate several textile machinery warehouses and the
administrative offices of Speizman Industries into a new, single location. The
new property would be leased by the Company. The Company is expected to incur
leasehold improvement costs of approximately $300,000 to $500,000. Whether all
of these costs will be incurred in fiscal 1998 cannot now be forecasted.
SEASONALITY AND OTHER FACTORS
There are certain seasonal factors that may affect the Company's business.
Traditionally, manufacturing businesses in Italy close for the month of August,
and the Company's customers close for one week in July. Consequently, no
shipments or deliveries, as the case may be, of machines distributed by the
Company that are manufactured in Italy are made during these periods which fall
in the Company's first quarter. In addition, manufacturing businesses in Italy
generally close for two weeks in December, during the Company's second quarter.
Fluctuations of customer orders or other factors may result in quarterly
variations in net revenues from year to year.
EFFECTS OF INFLATION AND CHANGING PRICES
Management believes that inflation has not had a material effect on the
Company's operations.
A substantial portion of the Company's machine and spare part purchases are
denominated and payable in Italian lira. Currency fluctuations of the lira could
result in substantial price level changes and therefore impede or promote
import/export sales and substantially impact profits. However, to reduce
exposure to adverse foreign currency fluctuations during the period from
customer orders to payment for goods sold, the Company enters into forward
exchange contracts. The Company is not able to assess the quantitative effect
that such currency fluctuations could have upon the Company's operations. There
can be no assurance that fluctuations in foreign currency exchange rates will
not have a significant adverse effect on future operations.
DISCLOSURE ABOUT FOREIGN CURRENCY RISK
A significant number of the Company's purchases of textile machinery for resale
is denominated in Italian Lira. In the ordinary course of business, the Company
enters into foreign exchange forward contracts to mitigate the effect of foreign
currency movements between the Italian Lira and the US dollar from the time of
placing the Company's purchase order until final payment for the purchase is
made. The contracts have maturity dates that do not exceed 12 months.
Substantially all of the increase or decrease of the Lira denominated purchased
price is offset by the gains and losses of the foreign exchange contract. The
unrealized gains and losses on these contracts are deferred and recognized in
the results of operations in the period in which the hedged transaction is
consummated.
11
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) On August 14, 1997, the Company filed a report on Form 8-K,
dated August 1, 1997, reporting Item 2, "ACQUISITION OR
DISPOSITION OF ASSETS", relating to the purchase of Wink
Davis Equipment Company, Inc.
(b) On October 14, 1997, the Company filed a report on Form 8-K/A,
dated August 1, 1997, reporting Item 2, "ACQUISITION OR
DISPOSITION OF ASSETS", relating to the purchase of Wink Davis
Equipment Company, Inc.
(c) Exhibit 11. - Computation of net Income Per Share.
12
<PAGE>
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.
SPEIZMAN INDUSTRIES, INC.
(Registrant)
Date: November 12, 1997 /s/ Robert S. Speizman
---------------------------------- ----------------------
Robert S. Speizman
President
Date: November 12, 1997 /s/ Josef Sklut
---------------------------------- ----------------------
Josef Sklut
Vice President-Finance
(Chief Financial Officer)
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
NET INCOME PER SHARE
The following table presents the information needed to compute primary income
per common share:
For the Three Months Ended
--------------------------------------------------------
September 27, 1997 September 28, 1996
(13 Weeks) (13 Weeks)
------------------------ -----------------
<S> <C> <C>
Net income $ 409,078 $ 508,229
============ ===========
Weighted average shares outstanding 3,263,262 3,236,785
Less: Treasury shares (27,600) (27,600)
Add: Assumed exercise of options reduced by
the number of shares purchased with proceeds 155,639 96,576
----------------- -------------
Adjusted weighted average of shares outstanding 3,391,301 3,305,761
============= ===========
Net income per share $ 0.12 $ 0.15
====== ======
14
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-29-1997
<PERIOD-END> SEP-27-1997
<CASH> 1,502,823
<SECURITIES> 0
<RECEIVABLES> 20,571,518
<ALLOWANCES> 655,656
<INVENTORY> 14,180,908
<CURRENT-ASSETS> 39,375,189
<PP&E> 3,559,502
<DEPRECIATION> 1,257,939
<TOTAL-ASSETS> 46,939,634
<CURRENT-LIABILITIES> 19,460,702
<BONDS> 0
327,487
0
<COMMON> 0
<OTHER-SE> 21,047,101
<TOTAL-LIABILITY-AND-EQUITY> 46,939,634
<SALES> 21,469,630
<TOTAL-REVENUES> 21,469,630
<CGS> 17,901,555
<TOTAL-COSTS> 20,648,633
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 160,918
<INCOME-PRETAX> 660,079
<INCOME-TAX> 251,000
<INCOME-CONTINUING> 409,079
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 409,079
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
