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 March 29, 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 May 6, 1997
Par value $.10 per share 3,235,266
Page 1
<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 Operations 5
Consolidated Condensed Statements of Cash Flows 6
Notes to Consolidated Condensed Financial Statements. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 10
PART II. OTHER INFORMATION:
Item 6. Exhibits and reports on Form 8-K 11
Page 2
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 29, June 29,
1997 1996
---------- --------------
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents
$ 620,295 $ 7,981,723
Accounts receivable, less allowances of
$419,716 and $259,956 21,348,314 12,160,449
Inventories 14,351,950 11,639,552
Prepaid expenses and other current assets 3,588,322 2,340,111
---------- --------------
TOTAL CURRENT ASSETS 39,908,881 34,121,835
---------- --------------
PROPERTY AND EQUIPMENT:
Leasehold improvements 750,140 550,684
Machinery and equipment 1,760,506 1,208,508
Furniture, fixtures and transportation equipment 1,078,027 1,218,570
---------- --------------
Total 3,588,673 2,977,762
Less accumulated depreciation and amortization (1,722,726 (1,525,058)
---------- --------------
NET PROPERTY AND EQUIPMENT 1,865,947 1,452,704
---------- --------------
OTHER 323,432 574,685
---------- --------------
$ 42,098,260 $ 36,149,224
============ ===============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 3
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
March 29, June 29,
1997 1996
---------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 19,293,621 $ 14,864,567
Customers' deposits 2,037,099 2,723,466
Accrued expenses 644,814 209,881
Current maturities of long-term debt 2,077 11,051
---------- --------------
TOTAL CURRENT LIABILITIES 21,977,611 17,808,965
LONG-TERM DEBT 116,901 137,334
------------ ------------
TOTAL LIABILITIES 22,094,512 17,946,299
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock - par value $.10; authorized
20,000,000 shares, issued
3,262,866; and authorized 6,000,000,
issued 3,236,199 shares 326,287 323,620
Additional paid-in capital 12,512,299 12,459,965
Retained earnings 7,272,359 5,524,360
Foreign currency translation adjustment (7,400) (5,223)
------------ ------------
Total 20,103,545 18,302,722
Treasury stock, at cost, 27,600 common shares (99,797) (99,797)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 20,003,748 18,202,925
------------ ------------
$ 42,098,260 $ 36,149,224
============ ============
See accompanying notes to consolidated condensed financial statements.
Page 4
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
3-29-97 3-30-96 3-29-97 3-30-96
(13 Weeks) (13 Weeks) (39 Weeks) (39 Weeks)
Note 5 Note 5
<S> <C> <C> <C> <C>
REVENUES $ 22,297,479 $ 11,832,666 $55,728,776 $29,295,220
--------------- --------------- ----------- -----------
COSTS AND EXPENSES:
Cost of sales 18,333,407 10,125,759 46,236,808 25,989,342
Selling expenses 1,585,232 1,560,515 4,367,771 3,497,945
General and administrative expenses 856,751 545,853 2,280,122 1,300,555
--------------- ----------------- --------------- -------------------
Total costs and expenses 20,775,390 12,232,127 52,884,701 30,787,842
--------------- ----------------- --------------- -------------------
1,522,089 (399,461) 2,844,075 (1,492,622)
NET INTEREST EXPENSE
(INCOME) 34,459 (9,725) (19,924} (12,741)
-------------- --------------- -------------- ------------------
INCOME (LOSS) BEFORE TAXES
ON INCOME 1,487,630 (389,736) 2,863,999 (1,479,881)
TAXES (BENEFIT) ON INCOME 569,000 (132,000) 1,116,000 (485,000)
------------- --------------- --------------- ----------------
NET INCOME (LOSS) $ 918,630 $ (257,736) $ 1,747,999 $ (994,881)
============= ============== ============== ===============
NET INCOME (LOSS) PER SHARE $ 0.27 $ (0.08) $ 0.52 $ (0.31)
======= ======== ======= ========
Weighted average number of
common and equivalent shares 3,379,174 3,248,661 3,353,260 3,270,398
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
3-29-97 3-30-96
(39 Weeks) (39 Weeks)
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,747,999 $ (994,881)
Adjustments to reconcile net income (loss) to
cash provided (used) by operating
activities:
Depreciation and amortization 344,100 110,077
Provision for inventory obsolescence 150,000 150,000
Foreign currency translation adjustment (2,177) (5,721)
(Increase) decrease in:
Accounts receivable (9,187,865) 2,925,811
Inventories (2,862,398) 2,675,509
Prepaid expenses and deposits (1,248,211) (246,948)
Other assets 251,253 (243,374)
Increase (decrease) in:
Accounts payable 4,429,054 (4,463,554)
Customers' deposits (686,367) 2,299,080
Accrued expenses 434,933 (617,869)
------------ -----------
Net cash provided (used) by operating
activities (6,629,679) 1,588,130
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (780,572) (466,901)
Disposition of property and equipment 23,229 347,557
------------ -----------
Net cash used in investing activities (757,343) (119,344)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (29,407) (259)
Issuance of common stock for stock options 55,001 --
------------ -----------
Net cash provided by (used in) financing
activities 25,594 (259)
------------ -----------
NET INCREASE (DECREASE) IN CASH (7,361,428) 1,468,527
CASH AT BEGINNING OF PERIOD 7,981,723 2,436,859
------------ -----------
CASH AT END OF PERIOD $ 620,295 $ 3,905,386
============ =============
Supplemental Disclosures:
Cash paid during period for:
Interest $ 76,456 $ 71,895
Income taxes 826,000 112,311
See accompanying notes to consolidated financial statements.
Page 6
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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
29, 1996, which is incorporated by reference.
Note 2. Inventories
Inventories consisted of the following:
March 29, June 29,
1997 1996
----------- -----------
Machines $10,535,332 $ 8,211,242
Parts and supplies 3,816,618 3,428,310
------------ -----------
Total $14,351,950 $11,639,552
=========== ===========
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 (Loss) Per Share
Net income (loss) 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. Restated Consolidated Condensed Statements of Operations
The Company's Consolidated Condensed Statements of Operations for the
quarter and the year-to-date ended March 30, 1996 have been restated.
Losses of $531,790 before taxes and $332,790 after taxes have been
reclassified from discontinued operations. The $531,790 loss
represented assets and anticipated expenses of the closed CopyGuard
Division. Such write-offs and expenses, all sales related, have been
reclassified in the current report to Selling Expenses.
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's revenues 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.
RESULTS OF OPERATIONS
Revenues increased by $10.5 million to $22.3 million or by 88% in the Company's
current third fiscal quarter ended March 29, 1997 as compared to the same
quarter of last year. The improvement in revenues resulted essentially from a
$9.8 million increase in sales of hosiery manufacturing equipment, a $1.2
million increase in sales of circular fabric machines, less $0.5 million in net
decreases in all other sales and other revenues.
Revenues increased by $26.4 million to $55.7 million or by 90% in the Company's
current first nine months as compared to $29.3 million in the same nine-month
period of last year. The improved revenues resulted from a $25.0 million
increase in sales of hosiery manufacturing equipment, a $1.6 million increase in
sales of knitted fabric machines, less $0.2 million in net decreases in all
other sales and other revenues.
Cost of sales in the current third quarter were 82.2% of revenues as compared to
85.6% in the same quarter a year ago. Similarly, cost of sales in the nine
months year-to-date were 83.0% of revenues as compared to 88.7% in the prior
year-to-date. The favorable shifts in both periods resulted essentially from the
improved volume in the hosiery manufacturing equipment sector, coupled with
improved margins. Additionally, service expenses, a component of cost of sales,
increased at a lower rate than the sales rate of increase. Service expenses
accounted for 3.0 points of the 82.2% cost of sales figure in the current third
quarter as compared to 3.7 points of the 85.6% cost of sales figure in last
year's third quarter. More significantly, in the current year-to-date, service
expenses accounted for 3.4 points of the 83.0% cost of sales as compared to 5.0
points of the 88.7% cost of sales in the year-to-date a year ago.
The Company's Consolidated Condensed Statements of Operations for the quarter
and for the year-to-date ended March 30, 1996 have been restated. Losses of
$532,000 before taxes and $333,000 after taxes have been reclassified from
discontinued operations. The $532,000 loss represents assets and anticipated
expenses of the closed CopyGuard Division. Such write-offs and expenses, all
sales related, have been reclassified in the current report to Selling expenses.
Selling expenses in the current third quarter were essentially unchanged, at
$1.6 million, from a similar figure in the same quarter of last year. However,
selling expenses in the current year-to-date increased to $4.4 million from $3.5
million in the first nine months of last year. The $870,000 increase results
essentially from increases of $281,000 in sales salaries and $592,000 in sales
commissions and overrides.
Page 8
<PAGE>
General and administrative expenses increased by $311,000 in the current third
quarter. In the current year-to-date, these expenses increased by $979,000. In
the current third quarter, the increase reflects increases in salaries and in
profit-related executive bonuses. There were no executive bonuses accrued in
last year's third quarter or last year's year-to-date due to operating losses in
both periods. In the current year-to-date, the increase results from increases
in salaries, profit-related executive bonuses, bad debt reserve provisions and
costs associated with a computer installation.
In the Company's current third quarter, net interest expense totaled about
$34,000 as compared to net interest income of about $10,000 in the third quarter
of last year. This shift reflects the Company's use of its revolving credit line
during the current third quarter. Year-to-date net interest income was about
$20,000 as compared to $13,000 in the same period of last year.
Net income for the current third quarter was $919,000 or $0.27 per share as
compared to a loss of $258,000 or $0.08 per share in the third quarter of last
year. Net income in the nine months of the current fiscal year totaled
$1,748,000 or $0.52 per share. This compares to a loss of $995,000 or $0.31 per
share for the first nine months of last year.
OUTLOOK
The Company's current backlog of firm orders remains substantial. However, there
has been a definite decline in the demand for new sock manufacturing equipment
sold by the Company to its major customers in the United States and Canada. This
decline has been partially offset by increased sales activities for new
equipment in Mexico, both in the sock and blue jean manufacturing industries.
The Company's circular knitting machine and outerwear dyeing and finishing
divisions also show modest increases in sales orders.
The Company entered into a non-binding letter of intent to purchase Wink Davis
Equipment Company, Inc. ("Wink Davis") of Atlanta, Georgia, on April 9, 1997.
The Company is currently engaged in the due diligence process and anticipates
signing a definitive agreement for the purchase of Wink Davis by June 1997. The
base purchase price for the Wink Davis stock is approximately $9.5 million
payable in cash at closing plus assumption of debt (consisting principally of
trade payables) and the possible conditional payment of up to $1.5 million over
a five-year period based on certain pre-tax earnings calculations. The Company
is discussing with financial institutions arrangements for the funding of this
acquisition. Wink Davis distributes laundry equipment and parts, principally in
the southeastern United States.
LIQUIDITY AND CAPITAL RESOURCES
At March 29, 1997, the Company's working capital totaled $17.9 million. This
figure compares to $16.3 million at the end of the prior fiscal year. The
Company's current ratio at March 29, 1997 was 1.82 to 1.
At the end of the prior fiscal year, this ratio was 1.92 to 1.
In the current year-to-date, operating activities used $6.6 million largely due
to substantial increases in accounts receivable, inventories and prepaid
expenses and deposits, partially offset by an increase in accounts payable. In
the prior year-to-date, operating activities provided $1.6 million.
Page 9
<PAGE>
Net cash used in investing activities totaled $757,000 as compared to $119,000
used in the same period of the prior year-to-date.
Overall, net cash decreased by $7.4 million as compared to a $1.5 million
increase in the prior year-to-date.
The Company renewed its credit facility with NationsBank, N.A. on December 19,
1996. This facility provides $25.0 million including up to a maximum of $4.0
million for direct borrowings, with the balance available for the issuance of
documentary letters of credit. This line of credit expires October 31, 1999.
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 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 in customer orders or other factors also may cause 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
foreign 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 significantly adverse effect on future operations.
Page 10
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits:
10.* Speizman Industries, Inc. Nonqualified Stock Option
Plan as amended on October 4, 1996 (incorporated by
reference to Exhibit 99.1 to the Company's Registration
Statement on Form S-8 (Registration No. 333-23503)).
11. Computation of Net Income (Loss) Per Share.
27. Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Registrant during
or applicable to the period reported here.
- --------------------
* This Exhibit relates to a management contract or compensatory plan or
arrangement.
Page 11
<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: May 12, 1997 /s/ Robert S. Speizman
Robert S. Speizman
President
Date: May 12, 1997 /s/ Josef Sklut
Josef Sklut
Vice President-Finance
(Chief Financial Officer)
Page 12
<PAGE>
SPEIZMAN INDUSTRIES, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
10.* Speizman Industries, Inc. Nonqualified Stock Option Plan as amended on October 4,
1996 (incorporated by reference to Exhibit 99.1 to the Company's Registration
Statement on Form S-8 (Registration No. 333-23503)).
11. Computation of Net Income (Loss) Per Share.
27. Financial Data Schedule.
</TABLE>
- --------------------
* This Exhibit relates to a management contract or compensatory plan or
arrangement.
<PAGE>
Exhibit 11
NET INCOME (LOSS) PER SHARE
The following table presents the information needed to compute primary income
per common share:
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
3/29/97 3/30/96 3/29/97 3/30/96
(13 Weeks) (13 Weeks) (39 Weeks) (39 Weeks)
<S> <C> <C> <C>
Net income (loss) $ 918,630 $ (257,736) $ 1,747,999 $ (994,881)
Weighted average shares
outstanding 3,262,866 3,236,199 3,254,172 3,236,199
Less: Treasury Shares (27,600) (27,600) (27,600) (27,600)
Add: Assumed exercise of
options reduced by the
number of shares purchased
with proceeds 143,908 40,062 126,688 61,799
Adjusted weighted average of
shares outstanding 3,379,174 3,248,661 3,353,260 3,270,398
Net income (loss) per share $ 0.27 $ (0.08) $ 0.52 $ (0.31)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-30-1996
<PERIOD-END> MAR-29-1997
<CASH> 620,295
<SECURITIES> 0
<RECEIVABLES> 21,768,030
<ALLOWANCES> 419,716
<INVENTORY> 14,351,950
<CURRENT-ASSETS> 39,908,881
<PP&E> 3,588,673
<DEPRECIATION> 1,722,726
<TOTAL-ASSETS> 42,098,260
<CURRENT-LIABILITIES> 21,977,611
<BONDS> 0
0
0
<COMMON> 326,287
<OTHER-SE> 19,677,461
<TOTAL-LIABILITY-AND-EQUITY> 42,098,260
<SALES> 55,728,776
<TOTAL-REVENUES> 55,728,776
<CGS> 46,236,808
<TOTAL-COSTS> 52,884,701
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (19,924)
<INCOME-PRETAX> 2,863,999
<INCOME-TAX> 1,116,000
<INCOME-CONTINUING> 1,747,999
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,747,999
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.52
</TABLE>
