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 28, 1998
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.
CHARLOTTE, NORTH CAROLINA 28202
------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(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 5, 1998
--------------------- --------------
Par value $.10 per share 3,329,806
<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 - 12
PART II. OTHER INFORMATION:
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits............................................... 13
(b) Reports on Form 8-K.................................... 13
Page 2
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 28, June 28,
1998 1997
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 1,236,647 $ 3,832,534
Accounts receivable, less allowances of
$809,257 and $474,477 19,374,101 21,075,138
Inventories 15,898,209 12,970,134
Prepaid expenses and other current assets 2,949,392 2,988,786
------------ ---------
TOTAL CURRENT ASSETS 39,458,349 40,866,592
----------- ----------
PROPERTY AND EQUIPMENT:
Leasehold improvements 523,236 750,140
Machinery and equipment 1,945,087 1,770,886
Furniture, fixtures and transportation equipment 1,302,539 1,078,429
----------- ---------
Total 3,770,862 3,599,455
Less accumulated depreciation and amortization (1,606,311) (1,811,183)
------------ ------------
NET PROPERTY AND EQUIPMENT 2,164,551 1,788,272
----------- ---------
OTHER LONG TERM ASSETS 388,948 518,957
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 6,312,410 -
----------- -----------
$ 48,324,258 $ 43,173,821
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 3
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 28, June 28,
1998 1997
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - bank line of credit $ 2,300,000 $ -
Accounts payable 11,835,854 19,075,766
Customers' deposits 1,528,470 1,380,621
Accrued expenses 2,033,149 1,667,621
Current maturities of long-term debt 1,520,554 1,769
---------- ----------
TOTAL CURRENT LIABILITIES 19,218,027 22,125,777
---------- ----------
LONG-TERM DEBT 6,625,344 110,344
---------- ----------
TOTAL LIABILITIES 25,843,371 22,236,121
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock - par value $.10; authorized 20,000,000 shares, issued
3,357,406, outstanding 3,329,806;
and authorized 20,000,000 shares, issued 3,262,866,
outstanding 3,235,266 335,741 326,287
Additional paid-in capital 12,787,845 12,512,299
Retained earnings 9,457,098 8,209,911
Foreign currency translation adjustment - (11,000)
---------- ----------
Total 22,580,684 21,037,497
Treasury stock, at cost, 27,600 common shares (99,797) (99,797)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 22,480,887 20,937,700
---------- ----------
$ 48,324,258 $ 43,173,821
============= ==========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 4
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
3-28-98 3-29-97 3-28-98 3-29-97
(13 Weeks) (13 Weeks) (39 Weeks) (39 Weeks)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 20,637,767 $ 22,297,479 $ 66,438,792 $ 55,728,776
------------ ---------------- ------------ ----------------
COSTS AND EXPENSES:
Cost of sales 17,146,817 18,333,407 54,609,642 46,236,808
Selling expenses 1,658,143 1,585,232 5,100,399 4,367,771
General and administrative
expenses 1,470,512 856,751 4,160,507 2,280,122
----------------- -------------- ----------------- ------------
Total costs and expenses 20,275,472 20,775,390 63,870,548 52,884,701
----------------- ------------ ----------------- -----------
362,295 1,522,089 2,568,244 2,844,075
NET INTEREST EXPENSE
(INCOME) 199,323 34,459 531,057 (19,924)
----------------- -------------- ----------------- -------------
INCOME BEFORE TAXES
ON INCOME 162,972 1,487,630 2,037,187 2,863,999
TAXES ON INCOME 63,000 569,000 790,000 1,116,000
----------------- ------------ ----------------- ------------
NET INCOME $ 99,972 $ 918,630 $ 1,247,187 $ 1,747,999
=============== =============== ============ ============
Basic earnings per share $ 0.03 $ 0.28 $ 0.38 $ 0.54
Diluted earnings per share 0.03 0.27 0.36 0.52
Weighted average shares
outstanding:
Basic 3,300,136 3,235,266 3,270,787 3,226,573
Diluted 3,430,674 3,379,135 3,426,928 3,353,351
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 5
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
For the Nine Months Ended
3-28-98 3-29-97
(39 Weeks) (39 Weeks)
------------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,247,187 $ 1,747,999
Adjustments to reconcile net income to cash used
by operating activities:
Depreciation and amortization 845,527 344,100
Provision for inventory obsolescence 200,000 150,000
Gain on disposal of assets (19,904) -
Foreign currency translation adjustment 11,000 (2,177)
(Increase) decrease in:
Accounts receivable 5,938,225 (9,187,865)
Inventories (315,596) (2,862,398)
Prepaid expenses and other current assets 176,056 (1,248,211)
Other assets 723,968 251,253
Increase (decrease) in:
Accounts payable (8,181,167) 4,429,054
Customers' deposits (644,136) (686,367)
Accrued expenses (901,977) 434,933
------------ ---------------
Net cash used in operating activities (920,817) (6,629,679)
------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Wink Davis Equipment Company, Inc. (9,500,000) -
Acquisition of TMC Automation Company, Inc. (1,841,304) -
Capital expenditures (300,114) (780,572)
Proceeds on sale of assets 73,742 23,229
------------- --------------
Net cash used in investing activities (11,567,676) (757,343)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit agreement 2,300,000 -
Payment on line of credit agreement of Wink Davis
Equipment Company, Inc. (201,977) -
Proceeds from issuance of term notes due to bank 8,300,000 -
Principal payments on long-term debt (266,215) (29,407)
Principal payments on debt assumed from TMC Automation Company (524,202) -
Issuance of common stock for stock options 285,000 55,001
----------- -------------
Net cash provided by financing activities 9,892,606 25,594
---------- -------------
NET DECREASE IN CASH (2,595,887) (7,361,428)
CASH AT BEGINNING OF PERIOD 3,832,534 7,981,723
---------- -----------
CASH AT END OF PERIOD $ 1,236,647 $ 620,295
============= ============
Supplemental Disclosures:
Cash paid during period for:
Interest $ 510,658 $ 76,456
Income taxes 1,087,223 826,000
</TABLE>
See accompanying notes to consolidated condensed financial statements.
Page 6
<PAGE>
SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Management Statement regarding 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:
March 28, June 28,
1998 1997
(Unaudited) (Unaudited)
Machines $ 10,024,228 $ 8,768,841
Parts and supplies 5,873,981 4,201,293
------------- ---------
Total $ 15,898,209 $ 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. Intangibles
Intangibles, including goodwill, arose from the acquisitions of Wink
Davis Equipment Company, Inc. and TMC Automation Company, Inc.
Intangibles are being amortized over 15 years on a straight-line
basis.
Note 5. 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 is effective
for periods ending after December 15, 1997 and requires 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.
This statement requires restatement of all prior period earnings per
share data presented.
Page 7
<PAGE>
Note 6. Subsequent Event
On March 31, 1998, the Company's Board of Directors approved a stock
purchase plan to utilize up to $500,000 to repurchase outstanding
shares. The purchase of treasury shares has been authorized through
December 1999.
Page 8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's operations consist of Speizman Industries, Inc. ("the Company"),
based in Charlotte, North Carolina, TMC Automation Company, Inc. ("TMC"), based
in Winston-Salem, 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. TMC, a wholly owned subsidiary
of Speizman Industries, produces machinery used primarily in the finishing of
manufactured socks. 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 decreased by about $1.7 million to $20.6 in the Company's current
quarter ended March 28, 1998 as compared to the same quarter last year. This
decrease in revenues resulted primarily from a $7.0 million decrease in sales of
hosiery manufacturing equipment offset by sales of $6.0 million of laundry
equipment and parts from Wink Davis. All of the common stock of Wink Davis was
acquired by the Company on August 1, 1997, one month after the beginning of the
Company's current fiscal year.
In the nine months ended March 28, 1998, revenues increased by about $10.7
million to $66.4 million. This improvement resulted substantially from the
inclusion of Wink Davis. Revenues of Wink Davis for the eight-month period ended
March 28, 1998 were about $16.7 million. Sales of hosiery equipment decreased by
about $4.7 million. Additionally, sales of sweater and other equipment no longer
represented by the Company decreased by about $2.2 million.
Cost of sales in the current third quarter were 83.1% of revenues as compared to
82.2% in the same quarter of last year. This unfavorable shift resulted from
decreased demand for hosiery equipment coupled with the relatively fixed nature
of field service costs. For the nine months ended March 28, 1998, compared to
the same period last year, cost of sales as a percentage of revenues decreased
to 82.2% from 83.0%. This favorable decrease resulted from lower volumes of
discontinued product lines.
Selling expenses in the third fiscal quarter of 1998 were approximately
$1,658,000, an increase of approximately $73,000. Approximately $408,000 of
selling expenses were incurred by Wink Davis, substantially offset by lower
commissions and salaries resulting from lower sales volume in hosiery
manufacturing equipment and in discontinued product lines.
Page 9
<PAGE>
Year-to-date, selling expenses were approximately $5,100,000, an increase of
approximately $732,000. Selling expenses for eight months in the current fiscal
year of Wink Davis were approximately $1,188,000. Savings of approximately
$184,000 of selling expenses were recognized from closed European operations.
Other savings resulted from decreased salaries and commissions associated with
textile machinery sales.
General and administrative expenses in the third fiscal quarter increased by
about $614,000. This increase was attributable to approximately $501,000
additional administrative costs of Wink Davis and TMC and approximately $113,000
of amortization expenses related to the purchase of these companies.
For the nine-month period ended March 28, 1998, general and administrative
expenses increased by approximately $1,881,000. Year-to-date administrative
expenses of Wink Davis and TMC totaled approximately $1,102,000. Additionally,
amortization of goodwill and acquisition costs of these companies were
approximately $271,000.
Other increases resulted from increased costs in travel and property rental.
In the current fiscal year, the Company has financed two acquisitions with debt.
The aggregate purchase price for the acquisitions totaled approximately $11.4
million plus assumed debt of approximately $500.000. Accordingly, net interest
expense has increased to approximately $199,000, in the current fiscal quarter
and to approximately $531,000 for the year-to-date.
Net income for the current third quarter was approximately $100,000 or $0.03
basic earnings per share as compared to net income of approximately $919,000 or
$0.28 basic earnings per share in the third quarter of last year. Net income in
the nine months year-to-date was approximately $1,247,000 or $0.38 basic
earnings per share as compared to net income of approximately $1,748,000 or
$0.54 basic earnings per share in the first nine months of last year.
OUTLOOK
The sock machine business is showing some slight improvement after very weak
sales and shipments in the quarter ended March 28, 1998. The recently acquired
TMC packaging machine division is expected to begin deliveries of substantial
quantities of their new automated packaging equipment during the fourth quarter
of fiscal 1998. During the fourth quarter of fiscal 1998, TMC will complete
development of several automation devices which should lead to more sales for
this division. Sales and profits of Wink Davis Equipment Company continue to
improve but still lag behind the Company's expectations.
LIQUIDITY AND CAPITAL RESOURCES
At March 28, 1998, the Company's working capital totaled approximately $20.2
million. This figure represented an increase of approximately $1,499,000 from
the Company's working capital at the end of the prior fiscal year, June 28,
1997. The Company's current ratio at March 28, 1998 was 2.05 to 1.00. At June
28, 1997, the current ratio was 1.85 to 1.00.
On August 1, 1997, the Company purchased all of the outstanding stock of Wink
Davis for approximately $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
Page 10
<PAGE>
by (a) a $7.0 million term loan and (b) $2.5 million direct borrowings from a
revolving line of credit.
On February 6, 1998, the Company purchased all of the outstanding stock of TMC
for approximately $1.9 million and assumed debt of approximately $500,000. The
purchase was financed by (a) increasing the existing term loan balance by $1.3
million and (b) approximately $1.1 million direct borrowings from a revolving
line of credit. After the additional borrowings related to the TMC acquisition,
the term loan principal balance was $8,050,000 with quarterly payments of
$380,000 beginning March 31, 1998, the balance due July 31, 2000.
Operating activities used $921,000 in the current nine-month period. This usage
of cash was generated primarily by decreases in accounts payable, accrued
expenses and customers' deposits, partially offset by decreases in accounts
receivable and non-cash expenses, including depreciation and amortization. In
the prior nine-month period, operating activities used $6.6 million largely due
to substantial increases in accounts receivable, inventories, and prepaid
expenses, partially offset by an increase in accounts payable.
Investing activities for the current nine-month period used $11.6 million,
primarily related to the purchases of Wink Davis and TMC. Investing activities
used $757,000 in the same period of the prior year.
Financial activities provided $9.9 million in cash, primarily from a term loan
and advances on the revolving line of credit. Financing activities provided
$26,000 of cash in the same period of the prior year.
Overall, net cash decreased by $2.6 million to $1.2 million from $3.8 million.
In the same nine-month period of the prior year, net cash decreased by $7.4
million.
The Company has no firm material commitments for capital expenditures; however,
the Company has leased new property to consolidate several textile machinery
warehouses and the administrative offices of Speizman Industries, Inc. The
Company is expected to incur leasehold improvement costs of approximately
$500,000 throughout calendar 1998.
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.
Page 11
<PAGE>
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 payments 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.
DISCLOSURE OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Company has made a
preliminary assessment of its software and does not believe it has any
significant systems that require modifications. The Company's study of its
internal and external systems is scheduled to be completed in 1998. The costs of
this study or required modifications, if any, are not expected to be material.
Based on information now available, the Company anticipates its systems will
properly process dates related to the year 2000 issue.
Page 12
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits:
27. Financial Data Schedule.
(b) Reports on Form 8-K:
(a) On April 6, 1998, the Company filed a report on Form
8-K, dated March 31, 1998, reporting Item 5, "OTHER
EVENTS", relating to the announcement of a stock
repurchase plan applicable to the Company's common
stock.
Page 13
<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, 1998 /s/ Robert S. Speizman
----------------------
Robert S. Speizman
President
Date: May 12, 1998 /s/ Josef Sklut
---------------
Josef Sklut
Vice President-Finance
(Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-29-1997
<PERIOD-END> MAR-28-1998
<CASH> 1,236,647
<SECURITIES> 0
<RECEIVABLES> 20,183,358
<ALLOWANCES> 809,257
<INVENTORY> 15,898,209
<CURRENT-ASSETS> 39,458,349
<PP&E> 3,770,862
<DEPRECIATION> 1,606,311
<TOTAL-ASSETS> 48,324,258
<CURRENT-LIABILITIES> 19,218,027
<BONDS> 0
0
0
<COMMON> 335,740
<OTHER-SE> 22,145,147
<TOTAL-LIABILITY-AND-EQUITY> 48,324,258
<SALES> 66,438,792
<TOTAL-REVENUES> 66,438,792
<CGS> 54,609,642
<TOTAL-COSTS> 63,870,548
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 531,057
<INCOME-PRETAX> 2,037,187
<INCOME-TAX> 790,000
<INCOME-CONTINUING> 1,247,187
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,247,187
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.36
</TABLE>
