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Previous: ERP OPERATING LTD PARTNERSHIP, 8-K, 1999-07-14 |
Next: WINSLOEW FURNITURE INC, PRER14A, 1999-07-14 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 3
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal quarter ended March 26, 1999
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)
<TABLE>
<CAPTION>
FLORIDA 63-1127982
------- ----------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
160 VILLAGE STREET, BIRMINGHAM, ALABAMA 35242
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
</TABLE>
(Registrant's telephone number, including Area Code) (205) 408-7600
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.
<TABLE>
<CAPTION>
Shares Outstanding
Class at June 14, 1999
----- ----------------
<S> <C>
$ .01 par value 7,181,908
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 3 on Form 10-Q/A amends and restates Item 1 of Part
I in its entirety of the Quarterly Report on Form 10-Q filed by WinsLoew
Furniture, Inc. on April 30, 1999, as amended by Amendment No. 1 on Form 10-Q/A
filed on May 5, 1999, as amended by Amendment No. 2 on Form 10-Q/A filed on June
4, 1999.
WINSLOEW FURNITURE, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
----
<S> <C>
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
Signatures..................................................................................... 9
</TABLE>
2
<PAGE> 3
PART II. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share amounts)
<TABLE>
<CAPTION>
MARCH 26, DECEMBER 31,
1999 1998
------- -------
<S> <C> <C>
Assets:
Cash and cash equivalents $ 963 $ 475
Cash in escrow 1,000 1,000
Accounts receivable, less allowances for doubtful accounts 31,278 23,647
Inventories 12,926 12,206
Prepaid expenses and other current assets 3,891 4,638
------- -------
Total current assets 50,058 41,966
Property, plant and equipment, net 13,684 13,948
Goodwill, net 26,955 27,176
Other assets 1,129 1,463
------- -------
$91,826 $84,553
======= =======
Liabilities and Stockholders' Equity:
Current portion of long-term debt $ 35 $ 47
Accounts payable 4,598 4,377
Other accrued liabilities 10,673 9,952
Net liabilities of discontinued operations 1,715 1,750
------- -------
Total current liabilities 17,021 16,126
Long-term debt, net of current portion 6,669 1,400
Deferred income taxes 912 801
------- -------
Total liabilities 24,602 18,327
------- -------
Commitments and contingencies
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, 7,181,908 and 7,294,408 shares issued and outstanding
at March 26, 1999 and December 31, 1998 72 73
Additional paid-in capital 16,612 19,797
Retained earnings 50,540 46,356
------- -------
Total stockholder's equity 67,224 66,226
------- -------
$91,826 $84,553
======= =======
</TABLE>
See accompanying notes.
3
<PAGE> 4
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
----------------------
MARCH 26, MARCH 27,
1999 1998
------- -------
<S> <C> <C>
Net sales $32,910 $27,576
Cost of sales 20,031 17,946
------- -------
Gross profit 12,879 9,630
Selling, general and administrative expenses 5,725 4,515
Amortization 316 244
------- -------
Operating income 6,838 4,871
Interest expense 123 333
------- -------
Income before income taxes 6,715 4,538
Provision for income taxes 2,531 1,665
------- -------
Net income $ 4,184 $ 2,873
======= =======
Basic earnings per share $ 0.58 $ 0.38
======= =======
Weighted average number of shares 7,220 7,535
======= =======
Diluted earnings per share $ 0.56 $ 0.37
======= =======
Weighted average number of shares and common stock equivalents 7,434 7,683
======= =======
</TABLE>
See accompanying notes.
4
<PAGE> 5
WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
----------------------
MARCH 26, MARCH 27,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,184 $ 2,873
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 692 607
Provision for losses on accounts receivable 377 79
Change in net assets held for sale -- 805
Changes in operating assets and liabilities, net of effects from acquisitions
and dispositions:
Accounts receivable (8,008) (6,540)
Inventories (720) (272)
Prepaid expenses and other current assets 747 2,635
Other assets 239 (715)
Accounts payable 221 1,203
Other accrued liabilities 686 485
Deferred income taxes 111 (622)
------ ------
Total adjustments (5,655) (2,335)
------ ------
Net cash provided by (used in) operating activities (1,471) 538
------ ------
Cash flows from investing activities:
Capital expenditures, net of disposals (112) (334)
------ ------
Net cash used in investing activities (112) (334)
------ ------
Cash flows from financing activities:
Net borrowings under revolving credit agreements 5,257 795
Proceeds from issuance of common stock, net -- 168
Repurchase and cancellation of stock (3,186) --
------ ------
Net cash provided by financing activities 2,071 963
------ ------
Net increase in cash and cash equivalents 488 1,167
Cash and cash equivalents at beginning of year 475 707
------ ------
Cash and cash equivalents at end of period $ 963 $ 1,874
====== ======
Supplemental disclosures:
Interest paid $ 28 $ 259
Income taxes paid $ 155 $ 28
====== ======
</TABLE>
See accompanying notes.
5
<PAGE> 6
WINSLOEW FURNITURE, INC.
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")
that 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, 1998, 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 26,
1999. 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:
<TABLE>
<CAPTION>
(In thousands) March 26, December 31,
1999 1998
---- ----
<S> <C> <C>
Raw materials $ 9,739 $ 9,288
Work in process 1,619 1,521
Finished goods 1,568 1,397
------- -------
$12,926 $12,206
======= =======
</TABLE>
3. LONG-TERM DEBT
WinsLoew's amended senior credit facility provides the Company with a
variable amount available under the revolving line of credit. The
amount available under its revolving credit line is $20 million between
July 1 each year through December 31. The Company may, at its option,
elect to increase the revolving credit line at January 1 through the
following June 30 to a maximum of $40 million. At January 1, 1999, the
Company elected to set the maximum amount available under the revolving
credit line at $35 million.
4. CAPITAL STOCK
In January 1998, WinsLoew's Board of Directors approved a plan to
acquire up to 1,000,000 shares of the Company's common stock. The
purchases are being funded by the Company's senior credit facility (see
Note 3 above). At December 31, 1998, there were 704,000 shares
available under the plan. Since December 31, 1998 and as of March 26,
1999, the Company has acquired 112,500 shares for $3.2 million.
6
<PAGE> 7
5. DISCONTINUED OPERATIONS
At March 26, 1999, there have not been any material changes in the net
liabilities of discontinued operations as compared to December 31,
1998.
6. SEGMENT INFORMATION
The Company has three segments organized and managed based on the
products sold. The Company evaluates performance and allocates
resources based on gross profit. There are no intersegment
sales/transfers. Export revenues are not material.
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 26, March 27,
1999 1998
------- -------
<S> <C> <C>
REVENUES:
Casual products $13,634 $ 9,630
Contract seating products 15,885 15,498
Ready to assemble products 3,391 2,448
------- -------
Total revenues $32,910 $27,576
======= =======
SEGMENT GROSS PROFIT:
Casual products $ 6,467 $ 4,354
Contract seating products 5,619 4,769
Ready to assemble products 793 507
------- -------
Total segment gross profit 12,879 9,630
Reconciling items:
Selling, general and administrative expenses 5,725 4,515
Amortization 316 244
------- -------
Operating Income 6,838 4,871
Interest expense-net 123 333
------- -------
Income from continuing operations before income taxes $ 6,715 $ 4,538
======= =======
SEGMENT ASSETS:
Casual products $60,104 $51,880
Contract seating products 22,808 23,486
Ready to assemble products 7,241 6,496
------- -------
Total 90,153 81,862
Reconciling items:
Corporate 1,673 2,691
------- -------
Total consolidated assets $91,826 $84,553
======= =======
</TABLE>
7. SUBSEQUENT EVENT
On March 30, 1999, WinsLoew and Trivest Furniture Corporation (the
"Purchaser), a Florida corporation formed by Earl W. Powell of Trivest,
Inc., who is also the Chairman of the Company's Board of Directors,
amended their Agreement and Plan of Merger to, among other things, (1)
increase the per share cash purchase price from $30.00 per share to
$33.00 per share, (2) increase the "break-up" fee, and (3) eliminate
the Purchaser's financing condition. The amendment to the Agreement and
Plan of Merger was approved by WinsLoew's Board of Directors, as well
as the Special Committee of the Board appointed to evaluate the initial
Trivest proposal and possible strategic alternatives.
7
<PAGE> 8
Pursuant to the amended agreement, the proposed merger is subject,
among other things, to (1) shareholder approval and (2) compliance with
all applicable regulatory and governmental requirements. Accordingly,
there can be no assurance that the merger will be consummated.
8
<PAGE> 9
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.
July 14, 1999 By: /s/ Bobby Tesney
-----------------------------
Bobby Tesney
President and Chief Executive Officer
July 14, 1999 By: /s/ Vincent A. Tortorici, Jr.
-----------------------------
Vincent A. Tortorici, Jr.
Chief Financial Officer
9
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