<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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 1-13516
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3973627
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3350 North Kedzie
Chicago, Illinois 60618-5722
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(773) 478-2323
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(Registrant's telephone number, including area code)
N/A
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(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 (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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of issuer's Common Stock, par value $.01 per
share, outstanding as of May 11, 1999 was 6,784,810 shares.
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
INDEX
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PART I. FINANCIAL INFORMATION Page(s)
- ------------------------------ -------
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1999 (Unaudited) and December 31, 1998 3
Consolidated Statements of Operations
(Unaudited) - for the three months ended
March 31, 1999 and 1998 4
Consolidated Statements of Cash Flows
(Unaudited) - for the three months ended
March 31, 1999 and 1998 5
Notes to Condensed Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 7-9
PART II. OTHER INFORMATION
- ---------------------------
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 10
EXHIBIT II - Computation of Earnings Per Share 11
2
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 1999 December 31, 1998
-------------- -----------------
(Unaudited)
Assets
Current Assets:
Cash $ 276,131 $ 347,626
Accounts receivable, trade 13,476,505 10,553,136
Inventories 17,077,593 16,101,634
Income taxes refundable 285,100 234,225
Deferred income taxes 1,062,800 1,062,800
Prepaid expenses and other current assets 1,224,915 1,027,198
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33,403,044 29,326,619
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Property and Equipment, net 8,291,563 8,210,547
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Other Assets:
Goodwill, net 307,215 305,945
Deferred income taxes 145,200 145,200
Other assets 978,790 940,219
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1,431,205 1,391,364
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$43,125,812 $38,928,530
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Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $10,212,755 $6,910,313
Long-term indebtedness, current portion 359,483 321,500
Accrued expenses and other
current liabilities 4,054,618 3,987,300
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14,626,856 11,219,113
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Long-term Liabilities:
Revolving loan indebtedness 14,190,000 12,910,000
Subordinated debenture 4,351,875 4,340,625
Long-term indebtedness, non-current
portion 3,861,636 3,784,340
Deferred income taxes 181,172 177,072
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22,584,683 21,212,037
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Stockholders' Equity:
Preferred stock (authorized 1,000,000
shares, $.01 par value, none issued
or outstanding) 0 0
Common stock (authorized 15,000,000
shares, $.01 par value, 6,784,810
shares and 6,769,425 issued and
outstanding at March 31, 1999 and
December 31, 1998, respectively) 67,848 67,694
Additional paid-in-capital 8,292,144 8,257,398
Retained earnings (1,813,223) (1,228,070)
Accumulated other comprehensive losses (632,496) (599,642)
----------- -----------
5,914,273 6,497,380
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$43,125,812 $38,928,530
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The accompanying notes are an integral part of the financial statements.
3
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
-----------------------------
1999 1998
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Net Sales $15,199,025 $14,524,313
Cost of Sales 12,742,126 11,492,346
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Gross Profit 2,456,899 3,031,967
Selling, General, and Administrative Expenses 2,726,933 2,458,893
----------- -----------
Income (Loss) From Operations (270,034) 573,074
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Other Expense:
Interest expense 511,231 504,875
Other (594) (29,633)
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510,637 475,242
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Income (Loss) before Provision for
Income Taxes (780,671) 97,832
Income Tax Provision (Benefit) (195,518) 55,700
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Net Income (Loss) $ (585,153) $ 42,132
=========== ===========
Comprehensive Income (Loss):
Net Income (Loss) $ (585,153) $ 42,132
Other comprehensive loss, foreign
currency translation adjustment (32,854) (19,961)
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Comprehensive Income (Loss) $ (618,007) $ 22,171
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Earnings Per Share:
Basic:
Net Income (Loss) Per Share $ (0.09) $ 0.01
=========== ===========
Weighted average number of common shares
outstanding 6,771,647 6,769,425
=========== ===========
Diluted:
Net Income (Loss) Per Share $ (0.09) $ 0.01
=========== ===========
Weighted average number of common shares
outstanding 6,771,647 6,772,512
=========== ===========
The accompanying notes are an integral part of the financial statements
4
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
------------------------------
1999 1998
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Cash Flows from Operating Activities:
Net Income ( Loss) $ (585,153) $ 42,132
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 279,510 302,457
Effect of exchange rate changes (32,854) (19,961)
Compensation expense for stock options 9,900 0
Deferred income taxes and other 15,351 12,297
Changes in operating assets
and liabilities:
Accounts receivable, trade (2,923,370) (1,478,041)
Inventories (975,959) (852,769)
Prepaid expenses and other
current assets (223,592) (109,298)
Other assets (94,720) 65,262
Accounts payable, trade 3,302,440 1,671,034
Accrued expenses and other
current liabilities 67,318 14,872
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Net cash used in operating activities (1,161,129) (352,015)
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Cash Flows for Investing Activities:
Purchase of property and equipment (305,645) (258,750)
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Net cash used in investing activities (305,645) (258,750)
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Cash Flows from Financing Activities:
Net increase in revolving loan
indebtedness 1,280,000 600,000
Proceeds on notes payable 202,316 0
Principal (payments) on notes payable (87,037) (40,318)
Principal (payments) on loans from
shareholders 0 (35,095)
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Net cash provided by financing activities 1,395,279 524,587
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Net Increase (Decrease) in Cash (71,495) (86,178)
Cash, Beginning of Period 347,626 196,010
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Cash, End of Period $ 276,131 $ 109,832
=========== ===========
Supplemental Disclosures of
Cash Flow Information:
Cash paid for interest $ 501,068 $ 410,562
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Cash paid for income taxes $ 0 $ 47,111
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Supplemental Disclosures of Noncash
Investing and Financing
Activities - Issuance of common
stock for services $ 25,000 $ 0
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The accompanying notes are an integral part of the financial statements.
5
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UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
Interim condensed financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted. For additional disclosures, see the Notes to
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.
In the opinion of management of Universal Automotive Industries, Inc. (the
"Company"), all adjustments, consisting solely of normal recurring adjustments,
necessary for the fair presentation of the financial statements for these
interim periods have been included. The current period's results of operations
are not necessarily indicative of results which ultimately may be achieved for
the year.
2. INVENTORIES
March 31, 1999
--------------
Finished goods $ 14,927,074
Work in process 195,103
Raw materials 1,955,416
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$ 17,077,593
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3. BASIS OF PRESENTATION
Income Taxes
The variation of the Company's effective tax rate varies from the federal
statutory tax rate principally due to losses in the Company's Hungarian
subsidiary for which no current tax benefits are available.
Net Income Per Share
Warrants and options issued by the Company are only included in the computation
of weighted average number of shares, where their inclusion is not
anti-dilutive. For the three months ended March 31, 1999, common stock
equivalents are not included in the weighted average number of shares
outstanding in determining net loss per share.
4. LASALLE NATIONAL BANK INDEBTEDNESS
The Company's credit agreement for (a) a revolving line of credit of up to $20
million based on eligible accounts receivable and inventory and (b) a term loan
in the initial amount of $4.45 million had an initial term ending May 1, 1999.
The Company has agreed to a LaSalle proposal to renew and restructure the credit
agreement to provide for an increased amount of credit as well as increased
borrowing availability, however the final amount of such increase has not yet
been determined. The proposed renewal bears a term ending May 1, 2002. LaSalle
has temporarily extended the existing credit agreement to July 30, 1999 so that
the renewal process can be completed. At March 31, 1999, the Company was not in
compliance with certain loan covenants but had received waivers from LaSalle
concerning such noncompliance.
6
<PAGE> 7
5. GEOGRAPHICAL SEGMENT DATA
<TABLE>
<CAPTION>
United Consolidated
States Canada Europe Eliminations Total
------ ------ ------ ------------ -----
<S> <C> <C> <C> <C> <C>
Total Revenue:
Unaffiliated Customers $12,213,867 $ 1,684,812 $ 1,300,346 $ 0 $15,199,025
Inter area transfers 178,129 1,196,386 0 (1,374,515) 0
----------- ----------- ----------- ------------ -----------
Total $12,391,996 $ 2,881,198 $ 1,300,346 $ (1,374,515) $15,199,025
=========== =========== =========== ============ ===========
Income (Loss) from operations $ 230,450 $ (180,827) $ (319,657) $ 0 $ (270,034)
=========== =========== =========== ============ ===========
Total assets $54,288,001 $12,608,758 $ 4,138,433 $(27,909,380) $43,125,812
=========== =========== =========== ============ ===========
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATION AND FINANCIAL CONDITION(1)
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 Compared To Three Months Ended March 31, 1998
Net sales for the three months ended March 31, 1999 increased $674,712 or
5% over the same quarter in 1998 to $15,199,025. The Company's sales of brake
products increased 1% compared to the same 1998 quarter reflective of the
Company's success in replacing 1998 sales lost by virtue of the bankruptcy of
one of the Company's largest customers in the first quarter of 1998. Compared to
the first quarter of 1998, non-brake related sales of wholesale commodities
increased 76% offset by a 21% decrease in sales of gray iron castings by UBP
Csepel Iron Foundry.
Gross profits for the three months ended March 31, 1999 were $2,456,899 or
16.2% of net sales compared to $3,031,967 or 20.9% in the same period of 1998.
The decrease in gross profit is attributable to (a) securing two new national
buying groups as customers in late 1998 at lower pricing in anticipation of
significant incremental sales volumes in the future and (b) lower sales at UBP
Csepel Iron Foundry which were adversely affected by the impact of the Russian
economic crisis on a large foundry customer. The Company believes that the
economic situation in Russia will continue in the short term; however, the
Foundry's marketing and sales efforts are directed toward increasing sales in
Central and Western Europe.
- -------------------------------------------------------------------------------
(1) Some of the statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, may be considered to be "forward
looking statements" since such statements relate to matters which have not yet
occurred. For example, phrases such as "the Company anticipates," "believes" or
"expects" indicate that it is possible that the event anticipated, believed or
expected may not occur. Should such event not occur, then the result which the
Company expected also may not occur or occur in a different manner, which may be
more or less favorable to the Company. The Company does not undertake any
obligation to publicly release the result of any revisions to these forward
looking statements that may be made to reflect any future event or
circumstances.
7
<PAGE> 8
Selling, general and administrative expenses for the three months ended
March 31, 1999 increased by $268,040 or 10.9% to $2,726,933 from $2,458,893 for
the same period in 1998. The increase was due primarily to increased variable
costs associated with increased sales and costs incurred in connection with the
Company's effort to improve UBP Csepel Iron Foundry's marketing and sales
efforts.
Other expense for the three months ended March 31, 1999 increased to
$510,637 from $475,242 for the same period of 1998. The increase is attributable
to higher interest expense in the first quarter ended March 31, 1999 compared to
the same period of 1998. The increase in interest expense was due primarily to a
higher level of borrowing at March 31, 1999 compared to March 31, 1998.
Net loss for the three months ended March 31, 1999 was $585,153 compared to
net income of $42,132 for the same period in 1998. This decrease in net income
is attributed to the individual factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the three months ended March 31,
1999 was $1,161,129. Cash generated through an increase in accounts payable
($3.3 million) did not fully offset cash used in operations ($0.3 million) and
cash required to finance growth in accounts receivable ($2.9 million) and
inventories ($1.0 million) necessary to support the Company's sales growth.
Net cash used in investing activities was $305,645, which is attributable
primarily to acquisition of various items of tooling, manufacturing equipment,
and warehouse equipment. Net cash provided by financing activities was
$1,395,279, consisting primarily of borrowings under the Company's revolving
credit agreement and capital leases.
The Company expects to continue to finance its operations through cash flow
generated from operations, borrowings under the Company's bank lines of credit
and credit from its suppliers. As indicated in Note 4 to the Condensed Financial
Statements, the Company has agreed to a proposal from LaSalle National Bank to
renew and restructure its credit agreement to expand the line available and to
permit increased borrowing availability.
"YEAR 2000" COMPLIANCE
The Company has reviewed the information technology ("IT") and non-IT
systems and related software in use throughout its operations that could be
affected by 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. Thus, time sensitive software may recognize a date using the
digits "00" as the year 1900 rather than the year 2000. This could result in
system failure or miscalculation.
IT Systems
The Company has three major IT systems, the software for which has been
licensed from various IT vendors: a system that processes and controls sales,
inventory, and warehouse operations for its North American distribution
business; an accounting system for its North American business; and an
integrated business/accounting system for its Hungarian foundry.
8
<PAGE> 9
The distribution business IT system requires a software upgrade from the
vendor to be Year 2000 compliant. The Company chose to upgrade its computer
hardware and operating system prior to installing the software upgrades to take
advantage of more efficient computer operations and robust capabilities the new
operating system offers. The new hardware and operating system have been
installed and migration to the fully Year 2000 compliant software upgrades are
scheduled to be complete by June 30, 1999. The cost of the new hardware and
operating system software is approximately $75,000. The upgrade version of the
software is provided by the vendor under a maintenance agreement.
The accounting system in use for the North American business has been
certified as Year 2000 compliant by the software publisher for the version in
use. No additional costs are anticipated for this system.
The Year 2000 upgrade needed for the integrated business/accounting system
in use at the Hungarian foundry has been installed and has been provided by the
software vendor under a maintenance agreement.
Non-IT Systems
The Company has considered the risk that the Year 2000 issue may adversely
affect non-IT systems in use. In several instances, the provider of outside
services has certified Year 2000 compliance (i. e. banking, payroll processing,
etc.). The Company believes that its manufacturing processes are not subject to
Year 2000 risk due to the nature of the processes and machines in use. The
Company also believes that the impact of other non-IT systems not being Year
2000 compliant would be minimal.
Third Party Issues
The Company is currently addressing the Year 2000 readiness of third
parties whose business interruption would have a material adverse affect on our
business. Significant vendors and customers are being surveyed to ascertain
their plans for Year 2000 readiness. The survey is planned to be complete and
results evaluated by June 30, 1999.
In a highly unlikely worst case scenario in which a portion of the
Company's computer system fails to produce accurate data due to Year 2000, a
temporary manual/personal computer system would be used until the software is
corrected or until replacement software is installed.
Despite diligent preparation, unanticipated third-party failures, more
general public infrastructure failures or failure to successfully conclude our
Year 2000 readiness efforts as planned could have a material adverse impact on
the Company's results of operations, financial condition and cash flows in 2000
and beyond.
9
<PAGE> 10
PART II OTHER INFORMATION
- --------------------------
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibit 11 - Computation of Earnings Per Share
SIGNATURES
- -------------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
/s/ ARVIN SCOTT
---------------------------------------------------
Arvin Scott, Chief Executive Officer, President
(Principal Executive Officer)
/s/ JEROME J. HISS
---------------------------------------------------
Jerome J. Hiss, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
Date: May 14, 1999
10
<PAGE> 1
EXHIBIT II
- ----------
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended March 31,
----------------------------
1999 1998
---- ----
BASIC NET INCOME (LOSS) PER COMMON SHARE
Net Income (Loss) $ (585,153) $ 42,132
---------- ----------
Weighted average Common Shares outstanding 6,771,647 6,769,425
---------- ----------
Basic Net Income (Loss) Per Common Share $ (0.09) $ 0.01
========== ==========
DILUTED NET INCOME (LOSS) PER COMMON SHARE
Net Income (Loss) $ (585,153) $ 42,132
---------- ----------
Weighted average Common Shares outstanding 6,771,647 6,769,425
Options and warrants assumed to be
Common Stock equivalents using
Treasury Stock Method 0 3,087
---------- ----------
Weighted average common shares
outstanding, as adjusted 6,771,647 6,772,512
---------- ----------
Diluted Net Income (Loss) per Common Share $ (0.09) $ 0.01
========== ==========
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 276,131
<SECURITIES> 0
<RECEIVABLES> 13,897,048
<ALLOWANCES> 420,543
<INVENTORY> 17,077,593
<CURRENT-ASSETS> 33,403,044
<PP&E> 12,003,071
<DEPRECIATION> 3,711,508
<TOTAL-ASSETS> 43,125,812
<CURRENT-LIABILITIES> 14,626,856
<BONDS> 22,403,511
0
0
<COMMON> 67,848
<OTHER-SE> 5,846,425
<TOTAL-LIABILITY-AND-EQUITY> 43,125,812
<SALES> 15,199,025
<TOTAL-REVENUES> 15,199,025
<CGS> 12,742,126
<TOTAL-COSTS> 12,742,126
<OTHER-EXPENSES> 2,726,933
<LOSS-PROVISION> 95,190
<INTEREST-EXPENSE> 511,231
<INCOME-PRETAX> (780,671)
<INCOME-TAX> (195,518)
<INCOME-CONTINUING> (585,153)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (585,153)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
