UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended September 27, 1996
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 Number 0-25246
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WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 63-1127982
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 CAHABA VALLEY PARKWAY, PELHAM, ALABAMA 35124
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including Area Code) (205) 403-0206
--------------
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 .
---------- ------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Class Shares Outstanding at November 1, 1996
--------------- --------------------------------------
$ .01 par value 8,526,887
WINSLOEW FURNITURE, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets ....................... 3
Consolidated Statements of Income ................. 4
Consolidated Statements of Cash Flows ............. 5
Notes to Consolidated Financial Statements ........ 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....... 9-14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................. 15
Item 4. Submission of Matters to a Vote of
Security Holders ........................... 15
Item 6. Exhibits and Reports on Form 8-K .................. 15-17
Signatures ........................................................ 18
2
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands) September 27, December 31,
1996 1995
------------- ------------
(Unaudited)
Assets
Cash and cash equivalents $ 633 $ 396
Accounts receivable, less allowances
for doubtful accounts 22,418 30,162
Inventories 20,587 19,920
Prepaid expenses and deferred
income taxes 4,079 4,163
------- -------
Total current assets 47,717 54,641
Property, plant and equipment, net 17,651 18,293
Goodwill, net 30,050 30,720
Other intangible assets, net -- 48
Other assets 1,201 1,268
------- --------
$96,619 $105,370
======= ========
Liabilities and Stockholders' Equity
Current portion of long-term debt $ 1,524 $ 1,815
Accounts payable 5,295 2,690
Other accrued liabilities 8,378 6,459
------- --------
Total current liabilities 15,197 10,964
Long-term debt, net of current portion 23,944 40,191
Deferred income taxes 1,242 987
------- --------
Total liabilities 40,383 52,142
Stockholders' equity:
Preferred stock, par value
$.01 per share, 5,000,000 shares
authorized, none issued -- --
Common stock; par value $.01 per
share, 20,000,000 shares
authorized, 8,510,187 and
8,967,112 shares issued and
outstanding at September 27, 1996
and December 31, 1995, respectively 85 90
Additional paid-in capital 34,825 37,640
Retained earnings 21,326 15,498
------- --------
Total stockholders' equity 56,236 53,228
------- --------
$96,619 $105,370
See accompanying notes.
3
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Statements of
(Unaudited)
(In thousands, except per share amounts)
Third Quarter Ended Nine Months Ended
---------------------------- ---------------------------
September 27, September 30, September 27, September 30,
1996 1995 1996 1995
-------------- ------------- ------------- -------------
Net sales $37,332 $38,326 $112,203 $112,155
Cost of sales 26,094 30,306 76,885 84,166
------- ------- -------- --------
Gross profit 11,238 8,020 35,318 27,989
Selling, general and
administrative expenses 7,020 7,650 22,209 20,730
Amortization 297 528 1,343 1,608
Charges for restructuring -- 7,136 -- 7,136
------- ------- -------- --------
Operating income (loss) 3,921 (7,294) 11,766 (1,485)
Interest expense 682 826 2,516 3,059
Income (loss) before
income taxes and
extraordinary item 3,239 (8,120) 9,250 (4,544)
Provision for (benefit from)
income taxes 1,119 (1,832) 3,422 (244)
------- ------- -------- --------
Income (loss) before
extraordinary item 2,120 (6,288) 5,827 (4,300)
Extraordinary item -- -- -- (593)
------- ------- -------- --------
Net income (loss) $2,120 ($6,288) $5,828 ($4,893)
======= ======= ======== ========
Earnings (loss) per share:
Income (loss) before
extraordinary item $0.25 ($0.70) $0.66 ($0.48)
Extraordinary item -- -- -- (0.06)
------- ------- -------- --------
Net income (loss) $0.25 ($0.70) $0.66 ($0.54)
======= ======= ======== ========
Weighted average number
of shares 8,589 8,967 8,843 9,050
======= ======= ======== ========
See accompanying notes.
4
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended
-----------------------------
September 27, September 30,
1996 1995
------------- -------------
Cash provided by (used in):
Operating activities:
Net income (loss) $ 5,827 ($4,893)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization 2,854 2,950
Write-off of loan costs related
to early retirement of debt -- 953
Write-off of goodwill included in
charges for restructuring -- 2,209
Changes in operating assets and
liabilities, net of effects
from acquistions:
Accounts receivable 7,744 7,742
Inventories (667) 8,655
Prepaid expenses and
deferred income taxes 84 716
Other assets (158) 98
Accounts payable 2,604 (2,881)
Other accrued liabilities 1,920 900
Deferred income taxes 255 (128)
------- -------
Total adjustments 14,636 21,214
------- -------
Net cash provided by
operating activities 20,464 16,321
------- -------
Investing activities:
Capital expenditures, net of
disposals and reserves (869) (1,729)
Acquisitions, including acquisition
costs, less cash acquired -- (7,345)
------- -------
Net cash used in
investing activities (869) (9,074)
------- -------
Financing activities:
Net repayments under revolving
credit agreements (14,241) (2,537)
Repurchase and cancellation of stock (2,820) (3,408)
Payments on long-term debt (2,297) (1,923)
Loan costs -- (1,235)
Increase in term loan upon refinancing -- 1,560
------- -------
Net cash used in financing
activities (19,358) (7,543)
------- -------
Net increase (decrease) in
cash and cash equivalents 237 (296)
Cash and cash equivalents at
beginning of year 396 1,054
------- -------
Cash and cash equivalents at
end of period $633 $758
======= =======
Supplemental disclosures:
Interest paid $2,177 $2,871
Income taxes paid $3,395 $475
Investing activities included the acquisition of Continental
Engineering Group, Inc. in 1995.
Assets acquired, liabilities assumed and consideration paid for this
acquisition were as follows:
Fair value of assets acquired $8,660
Cash acquired (131)
Liabilities assumed (1,184)
-------
$7,345
See accompanying notes.
5
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of WinsLoew
Furniture, Inc. and subsidiaries (the "Company" or "WinsLoew"), which are for
interim periods, do not include all disclosures provided in the annual
consolidated financial statements. These unaudited consolidated financial
statements should be read in conjunction with the annual consolidated
financial statements and notes thereto, contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, as filed with
the Securities and Exchange Commission.
All material intercompany balances and transactions have been eliminated.
The preparation of the consolidated financial statements requires the use
of estimates in the amounts reported.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the results for the interim
periods. The results of operations are presented for the Company's third
quarter, which is from June 29 through September 27, 1996 and for the nine
month period which is from January 1 through September 27, 1996. The results
of operations for these two periods are not necessarily indicative of the
results to be expected for the full year.
2. Inventories
Inventories consisted of the following:
(In thousands) September 27, December 31,
1996 1995
------------- ------------
Raw materials $10,926 $11,683
Work in process 2,200 1,864
Finished goods 7,461 6,373
------- -------
$20,587 $19,920
======= =======
3. Long-term Debt
In June 1996, WinsLoew amended its senior credit facility to provide the
Company with a variable amount available under the revolving line of credit.
The amendment reduces the amount available under its revolving credit line to
$20 million effective July 1, 1996. The Company may, at its option, elect to
increase the revolving credit line at January 1, 1997, to a maximum of $40
million. Thereafter, on each July 1, the amount available will automatically
decrease to $20 million and on each January 1, the Company may elect to
increase the revolving credit line to a maximum of $40 million. In July
1996, the Company amended its senior credit facility to allow the Company to
borrow up to $6.6 million under its acquisition line of credit to purchase
shares of the Company's common stock (see Note 4 below).
6
4. Capital Stock
In January 1995, WinsLoew's Board of Directors approved a plan to acquire up
to 1,000,000 shares of common stock, and the Company repurchased 574,000
shares on the open market for $3,408,000. In June 1996, WinsLoew's Board of
Directors approved a plan to acquire up to an additional 1,000,000 shares of
the common stock. During the third quarter of 1996, the Company repurchased
456,925 shares for $2,820,000. The purchases have been funded from the
Company's credit facility (see Note 3 above).
5. Acquisition of Continental Engineering Group, Inc.
On March 24, 1995, WinsLoew acquired all of the stock of Continental
Engineering Group, Inc. for approximately $7.3 million. The following
unaudited pro forma information has been prepared assuming that the
acquisition of Continental had occurred on January 1, 1995. The pro forma
results are not necessarily indicative of what actually would have occurred
if the acquisition had been in effect for the entire period presented.
(In thousands) Third Quarter Ended Nine Months Ended
September 30, 1995 September 30, 1995
------------------- ------------------
Net sales $38,326 $113,930
Net loss (6,038) (4,628)
Net loss per share ($0.67) ($0.51)
Average shares outstanding 8,967 9,050
6. Extraordinary Item
In the first quarter of 1995, the Company incurred an extraordinary charge of
$593,000, net of an income tax benefit of $360,000, related to prepayment
penalties and the write-off of unamortized deferred loan costs associated
with the retirement of separate credit facilities.
7. Charges for Restructuring
During 1995, management reviewed the products, markets and strategy of the
combined operations of the Company. The review culminated in a decision to
exit certain product lines and markets, and to focus the Company's operations
on those product lines and markets which would fit into the overall corporate
strategy. In the quarter ended September 30, 1995, management finalized
plans to discontinue or dispose of certain product lines which resulted in a
charge for exiting these product lines totaling $7,136,000, which has been
shown as a separate line in the Statement of Income. A summary of the charge
is shown in the following table:
7
Reduction in carrying value of
promotionally-priced office
seating subsidiary held for sale $3,276,000
Reduction in carrying values of
futon manufacturing facilities held
for sale and other assets write-downs 848,000
Reduction in inventory values from
exiting certain lower margin RTA
product lines 893,000
Reduction in inventory values from
exiting certain futon product lines 1,729,000
Severance costs for certain former management 390,000
----------
Total $7,136,000
==========
In connection with the restructuring charge, the Company recorded other
adjustments during the quarter, primarily to increase inventory reserves and
allowances for uncollectable accounts receivable. These adjustments resulted
in charges of $1.7 million to cost of sales and $650,000 to selling, general
and administrative expenses.
8
Management's Discussion and Analysis of Financial Condition
and Results of Operations
General
WinsLoew is engaged in the design, manufacture and distribution of casual
furniture, contract seating, ready-to-assemble ("RTA") furniture and futons.
WinsLoew's casual furniture products are distributed through independent
manufacturer's representatives, and are constructed of extruded and tubular
aluminum, wrought iron and cast aluminum. These products are distributed
through fine patio stores, department stores and full line furniture stores
nationwide. WinsLoew's contract seating products are distributed to a broad
customer base which includes architectural design firms, and restaurant and
lodging chains. WinsLoew's RTA products include ergonomically-designed
computer workstations, which the Company denotes as "space savers",
promotionally-priced coffee and end tables, wall units and rolling carts.
WinsLoew also manufactures and distributes an extensive line of futons,
frames and related accessories. Distribution of RTA and futon furniture
products is primarily through mass merchandisers, catalogue wholesalers and
specialty retailers.
Results of Operations
The following table sets forth net sales, gross profit and gross margin as a
percent of net sales for each of the Company's product lines
(in thousands, except for percentages):
Three Months Ended
-------------------------------------------------------
September 27, 1996 September 30, 1995
------------------------- -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- ------- ------ ------- ------ ------
Casual furniture $13,218 $ 4,970 37.6% $12,807 $4,613 36.0%
Contract seating 11,892 3,414 28.7% 10,180 2,546 25.0%
RTA furniture 6,930 2,085 30.1% 8,331 424 5.1%
Futons 5,292 769 14.5% 7,008 437 6.2%
------- ------- ------ ------- ------ ------
Total $37,332 $11,238 30.1% $38,326 $8,020 20.9%
======= ======= ======= ======
Nine Months Ended
--------------------------------------------------------
September 27, 1996 September 30, 1995
-------------------------- --------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
-------- ------- ------ -------- ------- ------
Casual furniture $ 44,790 $17,834 39.8% $ 42,175 $15,398 36.5%
Contract seating 35,880 10,400 29.0% 29,603 7,768 26.2%
RTA furniture 17,594 5,142 29.2% 20,825 3,518 16.9%
Futons 13,939 1,942 13.9% 19,552 1,305 6.7%
-------- ------- -------- -------
Total $112,203 $35,318 31.5% $112,155 $27,989 25.0%
======== ======= ======== =======
9
The following table sets forth certain information relating to the Company's
operations expressed as a percentage of the Company's net sales:
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
September 27, September 30, September 27, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
Gross margin 30.1% 20.9% 31.5% 25.0%
Selling, general and
administrative expense 18.8% 19.9% 19.8% 18.5%
Amortization 0.8% 1.4% 1.2% 1.4%
Charges for restructuring 18.6% 6.4%
Operating income (loss) 10.5% (19.0%) 10.5% (1.3%)
Interest expense, net 1.8% 2.2% 2.2% 2.7%
Income (loss) before
income taxes and
extraordinary item 8.7% (21.2%) 8.3% (4.1%)
Net income (loss) 5.7% (16.4%) 5.2% (4.4%)
Comparison of Third Quarters Ended September 27, 1996 and September 30, 1995
Net Sales: WinsLoew's consolidated net sales for the third quarter of
1996 decreased $994,000 or 2.6%, to $37.3 million from $38.3 million in the
third quarter of 1995. Two of the Company's four product lines experienced
sales increases. The Contract Seating product line experienced a sales
increase of 16.8% as construction in the lodging industry increased demand.
The Casual product line increased sales by 3.2%. The Company believes that
due to its high quality and innovative designs, existing retail customers
have allocated more floor space, requiring larger inventories of the Company's
casual aluminum furniture. RTA product line sales decreased by 16.8% in the
third quarter of 1996, compared to the third quarter of 1995. The decrease
in RTA product line sales is a direct result of the Company's restructuring
of this product line in September, 1995. This restructuring resulted in the
Company exiting the promotionally-priced seating market, beginning a
transition from traditional lower margin RTA products to higher margin
products. Also in the third quarter of 1996, certain mass merchants have
purchased fewer products as a result of price increases in the RTA product
line. Futon product line sales decreased by 24.4%, compared to the third
quarter of 1995. In September, 1995, the Company restructured this product
line, reducing product offerings and discontinuing sales to some mass
merchant customers. The Company began rebuilding the specialty store
business. However, Futon product sales to the specialty store market have
declined from the levels of the third quarter of 1995.
Gross Margin: Consolidated gross margin increased to 30.1% in the third
quarter of 1996, compared to 25.3% (excluding provisions for excess and
obsolete inventory of $1.4 million for RTA and $325,000 for Contract Seating)
in the third quarter of 1995. Each of the Company's product lines
experienced increases in gross margin. The RTA product line gross margin in
the third quarter of 1996 improved by 8.4 percentage points when compared to
the same period of 1995. This improvement is the result of a better product
mix, improved operating efficiencies and the Company's sale of its
promotionally-priced seating business which eliminated sales of these lower
margin products. The Futon product line improved its gross margin by
8.3 percentage points. As noted above, the Company has reduced lower margin
product offerings and certain mass merchant market sales in the Futon product
line. The Company has also reduced manufacturing overhead, labor and
material costs in the Futon product line. These factors have allowed the
Company to improve margins at a lower level of sales. The Casual and
Contract Seating product lines also had improved gross margins in the third
quarter of 1996, due to greater operating efficiencies from increased sales
volumes. The Casual product line has also experienced favorable raw material
costs during the third quarter of 1996.
10
Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased from the third quarter of 1995 by $630,000.
During management's review of operations in the third quarter of 1995, the
Company recorded a one-time provision for $650,000 for accounts receivable
which were considered uncollectable.
Charges for Restructuring: In 1995, management undertook a review of the
marketing and operations strategy of certain of the Company's businesses,
including a review of recorded asset balances, particularly inventories, for
possible reduction in carrying values. As a result of this review, the Board
of Directors adopted a plan to redirect the marketing and operations of
certain of the Company's businesses. The plan included exiting certain
markets and product lines. As a result of the changes to be implemented, the
Company recorded a third quarter 1995 charge of $7.1 million for
restructuring. This charge was the result of management's plan to make changes
in the product lines, management, marketing focus, and operational strategy in
the Company's RTA and futon product lines. The restructuring was substantially
completed during the fourth quarter of 1995 (see section below "1995 Charges
for Restructuring".)
Operating Income: As a result of the above, WinsLoew recorded operating
income of $3.9 million (10.5% of net sales) in the third quarter of 1996,
compared to an operating loss of $7.3 million in the third quarter of 1995.
Interest Expense: The Company's interest expense decreased $144,000 in
the third quarter of 1996. As of September 27, 1996, the Company had reduced
its debt by $16.5 million since December 31, 1995, and by $12.5 million since
September 30, 1995. These reductions in debtm levels and the Company's
increased profitability have led to improved financial ratios and, in turn,
allowed the Company to pay lower spreads between the base rate and LIBOR and
the rates which the Company is obligated to pay to its lenders. These lower
spreads decreased the Company's effective interest rate below those incurred
in the third quarter of 1995.
Provision for Income Taxes: The Company's 1996 effective tax rate of
34.5% is greater than the federal statutory rate due to the effect of state
income taxes and non-deductible goodwill amortization. The Company recorded
a tax benefit of $1.8 million in the third quarter of 1995 due to the net
loss for the quarter. The Company's effective rate from the benefit of 22.6%
is less than the statutory rates due primarily to the non-deductibility of
goodwill amortization and the write-off of goodwill included in the $7.1
million restructuring charge described above.
Comparison of Nine Months Ended September 27, 1996 and September 30, 1995
Net Sales: WinsLoew's consolidated net sales for the first nine months
of 1996 increased $48,000 to $112.2 million compared to the first nine months
of 1995. Two of the Company's four product lines experienced sales increases.
The Contract Seating product line experienced a sales increase of 21.2% as
construction in the lodging industry increased demand. Casual product line
sales increased by 6.2%. The Company believes that due to its high quality
and innovative designs, existing retail customers have allocated more floor
space, requiring larger inventories of the Company's casual aluminum furniture.
RTA product line sales decreased by 15.5% due to the Company's restructuring
of this product line in September, 1995. This restructuring resulted in the
Company exiting the promotionally-priced seating market, beginning a
transition from traditional lower margin RTA products to higher margin
products. Also in the first nine months of 1996, some mass merchants have
purchased fewer products as a result of price increases in the RTA product
line. The decrease in RTA sales was offset by Continental Engineering Group,
Inc., which was included for the entire first nine months of 1996. Futon
product line sales decreased by 28.7%. In September, 1995, the Company
restructured this product line, reducing product offerings and discontinuing
sales to certain mass merchant customers. The Company began rebuilding the
specialty store business. However, Futon product sales to the specialty
store market have declined from the levels of the first nine months of 1995.
11
Gross Margin: Consolidated gross margin increased to 31.5% in the first
nine months of 1996, compared to 26.4% (excluding provisions for excess and
obsolete inventory of $1.4 million for RTA and $325,000 for Contract Seating)
in the first nine months of 1995. Each of the WinsLoew's product lines
experienced increases in gross margin. The Casual and Contract Seating
product lines had improved gross margins in the first nine months of 1996,
due to greater operating efficiencies from increased sales volumes. The
Casual product line has also experienced favorable raw material costs during
the first nine months of 1996. The RTA product line gross margin improved by
5.7 percentage points. This increase is primarily the result of the
acquisition of Continental Engineering Group, Inc., whose products have
higher gross margins than the Company's traditional RTA products and the
Company's sale of its promotionally-priced seating business which eliminated
sales of these lower margin products. The Futon product line improved its
gross margin by 7.2 percentage points. As noted above, the Company has
reduced lower margin product offerings and certain mass merchant market
sales in the Futon product line. The Company has also reduced manufacturing
overhead, labor and material costs in the Futon product line. These factors
have allowed the Company to improve margins at a lower level of sales.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased from the nine months of 1995 due to the
addition of Continental for the full first quarter of 1996, increased
commissions as a result of increased sales volume in the Casual and Contract
Seating product lines and increased sales promotional expenses.
Charges for Restructuring: In 1995, management undertook a review of
the marketing and operations strategy of certain of the Company's businesses,
including a review of recorded asset balances, particularly inventories, for
possible reduction in carrying values. As a result of this review, the Board
of Directors adopted a plan to redirect the marketing and operations of
certain of the Company's businesses. The plan included exiting certain
markets and product lines. As a result of the changes to be implemented,
the Company recorded a third quarter 1995 charge of $7.1 million for
restructuring. This charge was the result of management's plan to make
changes in the product lines, management, marketing focus, and operational
strategy in the Company's RTA and futon product lines. The restructuring
was substantially completed during the fourth quarter of 1995 (see section
below "1995 Charges for Restructuring".)
Operating Income: As a result of the above, WinsLoew recorded operating
income of $11.8 million (10.5% of net sales) in the first nine months of
1996 compared to an operating loss of $1.5 million in the same period in 1995.
Interest Expense: WinsLoew's interest expense decreased $543,000 in the
first nine months of 1996 compared to the same period in 1995. As of
September 27, 1996, the Company had reduced its debt by $16.5 million since
December 31, 1995, and by $12.5 million since September 30, 1995. These
reductions in debt levels and the Company's increased profitability have led
to improved financial ratios and, in turn, allowed the Company to pay lower
spreads between the base rate and LIBOR and the rates which the Company is
obligated to pay to its lenders. These lower spreads decreased the Company's
effective interest rate below those incurred in the first nine months of 1995.
Provision for Income Taxes: The WinsLoew's 1996 effective tax rate of
37.0% is greater than the federal statutory rate due to the effect of state
income taxes and non-deductible goodwill amortization. The Company recorded
a tax benefit of $244,000 for the nine months of 1995 due to the net loss for
the period. The Company's effective rate from the benefit of 5.4% is less
than the statutory rates due primarily to the non-deductibility of goodwill
amortization and the write-off of goodwill which is included in the
$7.1 million restructuring charge described above.
12
1995 Charges for Restructuring
As discussed above and in Note 7 of the Notes to Consolidated Financial
Statements for this third quarter, in September, 1995, WinsLoew recorded a
charge of $7.1 million related to a plan to redirect the marketing and
operations of the Company's RTA and Futon product lines. The restructuring
plan was substantially completed during 1995. However, as part of the
restructuring, the Company had excess capacity at its Futon manufacturing
facilities. The Company disclosed plans to consolidate its futon production
facilities into fewer locations and sell any excess facilities. As a result,
the Company recorded a charge of $655,000 to reduce excess facilities to
their estimated realizable value. In the first quarter of 1996, management
completed its review of the Futon facilities, culminating in a decision to
consolidate its Tennessee operations from four facilities to two facilities.
This consolidation should result in no material change to the charge
recorded in 1995. WinsLoew's management is exploring ways to minimize the
cost of this consolidation effort so as to have an insignificant effect on
cash flows. As a result, while originally scheduled to be completed during
the third quarter of 1996, the consolidation effort has extended into the
fourth quarter of 1996.
Seasonality and Quarterly Information
The furniture industry is cyclical and sensitive to changes in general
economic conditions, consumer confidence, discretionary income, interest
rate levels and credit availability.
Sales of Casual products are typically higher in the second and fourth
quarters of each year, primarily as a result of: (1) high retail demand for
casual furniture in the second quarter, preceding the summer months, and
(2) the impact of special sales programs on fourth quarter sales. The
Company's Casual product sales will also be affected by weather conditions
during the peak retail selling season and the resulting impact on consumer
purchases of outdoor furniture products.
The results of operations for any interim quarter are not necessarily
indicative of results for a full year.
Liquidity and Capital Resources
WinsLoew's short-term cash needs are primarily for working capital to support
its debt service,accounts receivable and inventory requirements. The Company
has historically financed its short-term liquidity needs with internally
generated funds and revolving credit facility borrowings. The Company
actively monitors its cash balances and applies available funds to reduce
borrowings under its long-term revolving line of credit. At September 27, 1996,
the Company had $32.5 million of working capital and $11.2 million of unused
and available funds under its credit facilities. The Company has reduced its
debt by $12.5 million since September 30, 1995.
In June 1996, WinsLoew amended its senior credit facility to provide the
Company with a variable amount available under the revolving line of credit
(see Note 3 to the Consolidated Financial Statements). Due to the seasonal
nature of the Casual product line, the Company's cash requirements are usually
greater in the first quarter of each year. The June 1996 amendment allows the
amount available to fluctuate with the seasonal nature of the Company's
business. After the first quarter of each year, the Company's cash
requirements from its credit line are less. By the use of a variable amount
of credit availability, the Company can avoid the cost of an available but
unused line of credit. In July 1996, WinsLoew amended its senior credit
facility to allow the Company to borrow up to $6.6 million under its
acquisition line of credit to purchase shares of the Company's common stock
(see Notes 3 and 4 to the Consolidated Financial Statements for this third
quarter).
13
Cash Flows From Operating Activities: For the first nine months of 1996,
cash provided by operating activities was $20.5 million compared to cash
provided of $16.3 million in the first nine months of 1995. During the first
four months of each year, accounts receivable in the Casual Furniture division
normally increase due to extended payment terms offered to customers. During
the second quarter, the Company receives payment on these accounts receivable.
The improvement in cash provided by operations in the first nine months of 1996
compared to 1995 also benefited from a cash management program which management
began in 1995. This program has conserved cash by reducing accounts receivable
and inventory in all divisions below the levels which the Company had maintained
in 1995. Finally, the improved cash flows provided by operations benefited from
the overall improvement in profits, primarily in the Casual and Contract Seating
product lines.
Cash Flows From Investing Activities: WinsLoew's net cash used in investing
activities was $869,000 during the first quarter of 1996 compared to $9.1
million in 1995. The Company paid $7.3 million in cash, including
capitalized acquisition costs, to purchase Continental Engineering in
March, 1995. During 1996, the Company reduced its net capital equipment
expenditures by $860,000 from its levels in the first nine months of 1995.
Cash Flows From Financing Activities: Net cash used in financing activities
was $19.4 million in the first nine months of 1996 compared to $7.5 million
in the first nine months of 1995. In the first nine months of 1996, increased
cash flows from the overall improvement in profits, primarily in the Casual
and Contract Seating product lines, were used to reduce the Company's debt.
In the third quarter of 1996, WinsLoew purchased 456,925 shares of its common
stock at a cost of $2.8 million. In 1995, the Company borrowed $10.8 million
to finance the acquisition of Continental Engineering and the repurchase of
the Company's common stock.
At September 27, 1996, the Company has no material commitments for capital
expenditures.
Foreign Exchange Forward Contracts
WinsLoew purchases some raw materials from several Italian suppliers. These
purchases expose the Company to the effects of fluctuations in the value of
the U.S. dollar versus the Italian lira. If the U.S. dollar declines in value
versus the Italian lira, the Company will pay more in U.S. dollars for these
purchases. To reduce its exposure to loss from such potential foreign exchange
fluctuations, the Company will occasionally enter into foreign exchange forward
contracts. These contracts allow the Company to buy Italian lira at a
predetermined exchange rate, thereby transferring the risk of subsequent
exchange rate fluctuations to a third party. However, if the Company is
unable to continue such forward contract activities and the Company's
inventories increase in connection with expanding sales activities, a
weakening of the U.S. dollar against the Italian lira could result in reduced
gross margins. During the first nine months of 1996, the Company purchased
$5 million of these materials. The Company elected to hedge a portion of its
exposure to purchases made in 1996 by entering into foreign currency forward
contracts with a value of $515,000, none of which is outstanding and
unsettled at September 27, 1996. The Company did not incur significant gains
or losses from these foreign currency transactions.
14
Part II. Other Information
Item 1. Legal Proceedings
The Company is, from time to time, involved in routine litigation. None of
such routine litigation in which the Company is presently involved is material
to its financial position, results of operations or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
(a) None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: (An asterisk to the left of an exhibit number
denotes a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this
Quarterly Report on Form 10-Q.)
Exhibit Description
2.1 Agreement and Plan of Merger, dated as of September 30, 1994, by and
among Registrant, Old Winston and Old Loewenstein (1)
*10.1 Registrant's 1994 Stock Option Plan (1)
10.2 Form of Indemnification agreement between the Registrant and certain of
its directors and executive officers, and schedule of parties thereto
(10.2)(2)
*10.3 Employment Agreements between the Registrant and each of Bobby Tesney,
R. Craig Watts, Stephen C. Hess, and Vincent A. Tortorici, Jr. (10.3)(2)
*10.4 Investment Services Agreement, dated December 16, 1994, between the
Registrant and Trivest, Inc. (10.6)(2)
10.5 Agreement, dated August 1, 1990, between Winston and the Retail,
Wholesale, and Department Store Union, AFL-CIO, as amended August 1,
1993 (10.8)(1)
10.6 Lease, dated October 15, 1969, between 601 Industrial Development
Corporation and Winston, as amended (10.15)(1)
10.7 Lease, dated July 13, 1987, between LaSalle National Bank and Winston, as
amended (10.18)(1)
10.8 Business Lease, dated November, 18, 1993, between Loewenstein and Emanuel
Vanzo (10.21)(2)
10.9 Asset Purchase Agreement, dated October 29, 1993, among Loewenstein,
Shaffield Industries, Inc., Tennessee Woods, Inc., Figoshen Mills, Inc.,
Gary S. Shaffield, John W. Shaffield, and G.S.S., a Partnership
(10.22)(1)
15
10.10 Agreement and Plan of Merger, dated December 30, 1993, among
Loewenstein, New West Industries, and Michael W. Haworth, as agent and
attorney-in-fact (10.23)(1)
10.11 Company Shareholders Agreement, dated December 30, 1993, among
Loewenstein, New West Industries, and Michael Haworth, both as shareholder
of New West and as agent and attorney-in-fact, and the shareholders of
New West (10.24)(1)
10.12 Lease Agreement, dated as of November 27, 1985, between The Equitable
Life Assurance Society of the United States and Jerry Rega and
Associates, Inc., d/b/a Texacraft, as amended (10.26)(2)
10.13 Lease Agreement, dated as of January 11, 1989, between W. Leslie Pelio
and Michael Haworth d/b/a Simworth, as amended (10.13)(2)
10.14 Multi-Tenant Triple Net Industrial Lease, dated as of December 12,1991,
between Birtcher Campbell Reliance - MIP Ltd., and Continental
Engineering Group, Inc., d/b/a Microcenter, as amended (10.30)(2)
10.15 Stock Purchase Agreement among WinsLoew Furniture, Inc., Continental
Engineering Group, Inc., and certain Shareholders, dated
February 15, 1995 (10.31)(3)
10.16 Credit Agreement, dated February 2, 1995, among the Registrant, its
subsidiaries, and Heller Financial, Inc. (10.32)(3)
10.17 First Amendment to Credit Agreement, dated February 22, 1995, among the
Registrant, its subsidiaries, and Heller Financial, Inc. (4)
10.18 Third Amendment to Credit Agreement, dated May 8, 1995, among the
Registrant, its subsidiaries, and Heller Financial, Inc. (4)
10.19 Third Amendment to Credit Agreement, dated November 15, 1995, among the
Registrant, its subsidiaries, and Heller Financial, Inc. (4)
10.20 Fourth Amendment to Credit Agreement, dated November 20, 1995, among the
Registrant, its subsidiaries, and Heller Financial, Inc. (4)
10.21 Fifth Amendment to Credit Agreement, dated June 30, 1996 among the
Registrant, its subsidiaries, and Heller Financial, Inc. (5)
10.22 Sixth Amendment to Credit Agreement, dated July 1, 1996, among the
Registrant, its subsidiaries, and Heller Financial, Inc. (5)
10.23 Commercial Lease by and between Triangle Investments and Winston
Furniture Company of Alabama, Inc., dated November 6, 1995 (10.21)(4)
10.24 Lease Agreement by and between Sorrell Partnership and Southern Wood
Products dated March 8, 1994 (10.22)(4)
16
10.25 Lease Agreement by and between Teacher Insurance and Annuity Association
and Winston Furniture Company of Alabama, Inc., commencing
December 15, 1995 (4)
27 Financial Data Schedule (6)
_______________________
(1) Incorporated by reference to the exhibits, shown in parentheses and filed
with the Registrant's Registration Statement on Form S-4 (No. 33-85476)
(2) Filed with 1994 Form 10-K. Incorporated by reference to the exhibits,
shown in parentheses and filed with the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
(3) Incorporated by reference to the exhibits, shown in parentheses and filed
with the Registrant's Report on Form 8-K filed April 7, 1995
(4) Filed with 1995 Form 10-K. Incorporated by reference to the exhibits,
shown in parentheses and filed with the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
(5) Filed with second quarter 1996 Form 10-Q. Incorporated by reference to the
exhibits, shown in parentheses and filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 28, 1996.
(6) Filed in electronic format.
Exhibits required by Item 601 of Regulation S-K
The index to exhibits that are listed in Item 6(a) of this report and not
incorporated by reference follows the "Signatures" section hereof and is
incorporated herein by reference.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter for which this Quarterly
Report on Form 10-Q is being filed.
17
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.
WINSLOEW FURNITURE, INC.
/s/ Bobby Tesney
-------------------------------------
November 1, 1996 BOBBY TESNEY
President and Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
-------------------------------------
November 1, 1996 VINCENT A. TORTORICI, Jr.
Chief Financial Officer
18
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