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 March 28, 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 Number 0-25246
---------
WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 63-1127982
- -------------------------------- ------------------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
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 April 28, 1997
--------------- ----------------------------------------
$ .01 par value 7,454,783
1
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 ................ 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................... 11
Item 4. Submission of Matters to a Vote of Security Holders ....... 11
Item 6. Exhibits and Reports on Form 8-K .......................... 11
Signatures ........................................................ 12
2
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
March 28, March 31,
1997 1996
-------- --------
(Unaudited)
ASSETS
Cash and cash equivalents $ 931 $ 897
Accounts Receivable, less
allowance for doubtful accounts 34,782 27,203
Inventories 19,817 20,714
Prepaid expenses and deferred
income taxes 4,224 3,893
-------- --------
Total current assets 59,754 52,707
Property, plant and equipment, net 17,401 17,725
Goodwill, net 29,603 29,826
Other assets 1,006 1,150
-------- --------
Total Assets $107,764 $101,408
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
Current portion oflong-term debt $ 1,443 $ 1,957
Accounts payable 4,761 4,640
Other accrued liabilities 6,935 5,958
-------- --------
Total current liabilities 13,139 12,555
Long-term debt, net of
current portion 44,077 38,776
Deferred income taxes 1,722 1,677
-------- --------
Total liabilities 58,938 53,008
-------- --------
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, 7,446,483 and
7,481,783 shares issued and
outstanding at March 28, 1997
and December 31, 1996
respectively 74 75
Additional paid-in capital 24,152 24,543
Retained Earnings 24,600 23,782
-------- --------
Total stockholders' equity 48,826 48,400
-------- --------
Total liabilities and stockholders
equity $107,764 $101,408
======== ========
See accompanying notes
3
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands execept per share amounts)
First Quarter Ended
-------------------------
March 28, March 29,
1997 1996
--------- ---------
Net sales $29,476 $30,957
Cost of sales 20,783 22,537
------- -------
Gross profit 8,693 8,420
Selling, general and adminstrative 6,184 6,539
Amortization 298 549
------- -------
Operating Income 2,211 1,332
Interest expense 857 1,187
------- -------
Income before income taxes 1,354 145
Provision for income taxes 536 55
------- -------
Net income $ 818 $ 90
======= =======
Net income per share $0.11 $0.01
======= =======
Weighted average number of shares 7,495 8,967
======= =======
See accompanying notes.
4
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
For the Quarters Ended
------------------------
March 28, March 29,
1997 1996
--------- ---------
Cash provided by (used in):
Operating activities:
Net income $818 $90
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 799 1,043
Changes in operating assets and liabilities,
net effects from acquisitions:
Accounts receivable (7,579) (5,263)
Inventories 897 (696)
Prepaid expenses and deferred
income taxes (331) (676)
Other assets 69 (23)
Accounts payable 121 1,169
Other accrued liabilities 977 709
Deferred income taxes 45 713
------- -------
Total adjustments (5,002) (3,024)
------- -------
Net cash (used in) operating
activities (4,184) (2,934)
------- -------
Investing activities:
Capital expenditures, net of disposals
and reserves (177) (203)
------- -------
Net cash (used in) investing
activities (177) (203)
------- -------
Financing activities:
Net borrowings under revolving
credit agreements 5,643 5,102
Payments on long-term debt (856) (1,881)
Repurchase and cancellation of stock (489) --
Proceeds from issuance of common stock, net 97 --
------- -------
Net cash provided by
financing activities 4,395 3,221
======= =======
Net increase in cash and cash equivalents 34 84
Cash and cash equivalents at beginning
of year 897 396
------- -------
Cash and cash equivalents at end of period $931 $480
======= =======
Supplemental disclosures:
Interest paid $518 $519
Income taxes paid $313 $73
======= =======
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, 1996, 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 first
quarter, which is from January 1 through March 28, 1997. The results of
operations for this period are not necessarily indicative of the results to
be expected for the full year.
2. Inventories
Inventories consisted of the following:
(In thousands) March 28, December 31,
1997 1996
--------- ------------
Raw materials $10,631 $9,639
Work in process 2,529 3,685
Finished goods 6,657 7,390
--------- ------------
$19,817 $20,714
========= ============
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 each year through December 31. The Company may,
at its option, elect to increase the revolving credit line at January 1, to a
maximum of $40 million. For the period January 1, 1997 through June 30, 1997,
the Company's maximum revolver is $39 million.
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. 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. To date, the Company has acquired 1,200,948 shares for
$7,861,000. During the first quarter of 1997, the Company repurchased 50,000
shares for $489,000. The purchases have been funded from the Company's credit
facility (see Note 3 above).
5. Earnings per Share
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact is
not expected to result in any change in primary earnings per share as reported
for the first quarters ended March 28, 1997 and March 29, 1996.
7
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 and ready-to-assemble ("RTA") furniture.
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 these 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
-----------------------------------------------------
March 28, 1997 March 29, 1996
------------------------ -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
Casual furniture $ 9,454 $3,618 38.3% $ 9,326 $3,122 33.5%
Contract seating 13,682 3,735 27.3% 11,695 3,134 26.8%
RTA furniture 6,340 1,340 21.1% 9,936 2,164 21.8%
------- ------ ------- ------
Total $29,476 $8,693 29.5% $30,957 $8,420 27.2%
======= ====== ======= ======
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
--------------------------------
March 28, 1997 March 29, 1996
-------------- --------------
Gross margin 29.5% 27.2%
Selling, general and
administrative expense 21.0% 21.1%
Amortization 1.0% 1.8%
Operating income 7.5% 4.3%
Interest expense, net 2.9% 3.8%
Income before income taxes 4.6% 0.5%
Net income 2.8% 0.3%
8
Comparison of First Quarters Ended March 28, 1997 and March 29, 1996
Net Sales: WinsLoew's consolidated net sales for the first quarter of
1997 decreased $1.5 million or 4.8%, to $29.5 million from $31.0 million in
the first quarter of 1996. Two of the Company's three product lines
experienced sales increases. The Contract Seating product line experienced
a sales increase of 17.0% as the lodging industry increased demand. The
Casual product line increased sales by 1.4%. 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 36.2% in the
first quarter of 1997, compared to the first quarter of 1996. In the first
quarter of 1997, several of the Company's larger mass merchant customers
purchased fewer products. The continued consolidation of retail specialty
futon stores also impacted sales of RTA products.
Gross Margin: Consolidated gross margin increased to 29.5% in the first
quarter of 1997, compared to 27.2% in the first quarter of 1996. Two of the
Company's product lines experienced increases in gross margin. The Casual
product line gross margin in the first quarter of 1997 improved by
4.8 percentage points when compared to the same period of 1996. This
improvement is the result of lower raw material prices and improved operating
efficiencies. The Contract seating product line improved its gross margin
by 0.5 percentage points, primarily due to increased volume. However, the
RTA product line gross margin declined 0.7 percentage points, due primarily
to the sales volume decrease. The Company has reduced lower margin product
offerings, manufacturing overhead, labor and material costs in the RTA
product line minimizing the impact of the lower level of sales.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses decreased from the first quarter of 1996 by $355,000
primarily due to decreased allowance for doubtful accounts.
Operating Income: As a result of the above, WinsLoew recorded operating
income of $2.2 million (7.5% of net sales) in the first quarter of 1997,
compared to an operating income of $1.3 million (4.3% of net sales) in the
first quarter of 1996.
Interest Expense: The Company's interest expense decreased $330,000 in
the first quarter of 1997, primarily due to lower average interest rates.
Provision for Income Taxes: The Company's effective tax rate of 39.6% is
greater than the federal statutory rate due to the effect of state income
taxes and non-deductible goodwill amortization.
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.
9
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
March 28, 1997, the Company had $46.6 million of working capital and
$9.8 million of unused and available funds under its credit facilities.
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 under its acquisition line of credit to purchase shares
of the Company's common stock (see Note 4 to the Consolidated Financial
Statements). As of March 28, 1997 there was $2.1 million available for such
repurchases.
Cash Flows From Operating Activities: For the first quarter of 1997, cash
used by operating activities was $4.2 million compared to cash used of
$2.9 million in the first quarter of 1996. 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.
Cash Flows From Investing Activities: WinsLoew's net cash used in investing
activities was $177,000 during the first quarter of 1997 compared to $203,000
for the first quarter of 1996.
Cash Flows From Financing Activities: Net cash provided by financing
activities was $4.4 million in the first quarter of 1997 compared to
$3.2 million in the first quarter of 1996. The Company retired 50,000 shares
at a cost of $489,000 (see Note 4 to the Consolidated Financial Statements).
At March 28, 1997, 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. The Company elected to hedge a portion of its
exposure to purchases made in 1997 by entering into foreign currency forward
contracts in March 1997 with a value of $1.1 million, all of which is
outstanding and unsettled at March 28, 1997 maturing at approximately
$120,000 per month. The Company has not incurred significant gains or losses
from these foreign currency transactions.
10
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) Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(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.
11
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
----------------
May 5, 1997 BOBBY TESNEY
President and
Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
-----------------------------
May 5, 1997 VINCENT A. TORTORICI, JR.
Chief Financial Officer
12
E X H I B I T
11
WinsLoew Furniture, Inc.
March 28, 1997
Exhibit 11 - Computation of Earnings per Share
(In thousands, except per share amount)
PRIMARY
Average shares outstanding 7,443 8,967
Net effect of dilutive stock
options based on the treasury
stock method of using the
average market price for the
quarter 52 --
----- -----
Total 7,495 8,967
===== =====
Net Income $818 $90
===== =====
Net Income per share $0.11 $0.01
===== =====
FULLY DILUTED
Average shares outstanding 7,443 8,967
Net effect of dilutive stock
options based on the treasury
stock method using teh higher
of the quarter end market price
or average market price for the
quarter 52 --
----- -----
Total 7,495 8,967
===== =====
Net Income $818 $90
===== =====
Net Income per share $0.11 $0.01
===== =====
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