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 24, 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 333-90499
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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
incorporation or organization) Identification No.)
160 VILLAGE STREET, BIRMINGHAM, ALABAMA 35242
- -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(205) 408-7600
--------------
(Registrant's telephone number, including Area Code)
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 5, 1999
- --------------- -----------------------------------
$ .01 par value 780,000
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 ...................... 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................... 12-17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................ 18-20
Item 4. Submission of Matters to a Vote of Security Holders ...... 18-20
Item 6. Exhibits and Reports on Form 8-K ......................... 16-20
Signatures ....................................................... 21
2
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(In thousands except share
and per share amounts) September 24, December 31,
1999 1998
--------- -----------
Assets
Cash and cash equivalents $ 762 $ 475
Cash in escrow 1,000 1,000
Accounts receivable, less
allowances for doubtful accounts 17,720 23,647
Inventories 13,409 12,206
Prepaid expenses and other
current assets 4,300 4,638
------- --------
Total current assets 37,191 41,966
Property, plant and equipment, net 13,847 13,948
Goodwill, net 238,950 27,176
Other assets 7,843 1,463
-------- -------
$297,831 $84,553
======== =======
Liabilities and Stockholders' Equity
Current portion of long-term debt $ 2,787 $ 47
Accounts payable 4,863 4,377
Other accrued liabilities 14,602 9,952
Net liabilities of discontinued operations 1,619 1,750
------- -------
Total current liabilities 23,871 16,126
Long-term debt, net of current portion 194,243 1,400
Deferred income taxes 911 801
------- -------
Total liabilities 219,025 18,327
------- -------
Commitments and contingencies
Stockholders' equity:
Common stock; par value $.01
per share, 1,000,000 and 20,000,000 shares
authorized, 780,000 and 7,294,408 shares
issued and outstanding at September 24,
and December 31, 1999, respectively 8 73
Additional paid-in capital 79,392 19,797
Retained earnings (deficit) (594) 46,356
------- -------
Total stockholders' equity 78,806 66,226
-------- -------
$297,831 $84,553
======== =======
See accompanying notes.
3
WinsLoew Furniture, Inc and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands)
Three Months Ended Nine Months Ended
------------------------- ----------------------
Sept. 24, Sept. 25, Sept. 24, Sept. 25,
1999 1998 1999 1998
--------- --------- --------- ---------
Net sales $40,147 $36,258 $120,736 $106,726
Cost of sales 24,719 22,731 72,733 66,829
-------- -------- -------- --------
Gross profit 15,428 13,527 48,003 39,897
Selling, general
and administrative
expenses 6,048 6,943 19,318 17,673
Amortization 977 319 1,611 806
-------- -------- -------- --------
Operating income 8,403 6,265 27,074 21,418
Interest expense 2,203 137 2,280 824
-------- -------- -------- --------
Income before
income taxes 6,200 6,128 24,794 20,594
Provision for
income taxes 3,373 2,337 10,433 7,731
------- -------- -------- --------
Net income $2,827 $3,791 $14,361 $12,863
======= ======= ======== =======
See accompanying notes.
4
WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) For the Nine Months Ended
-------------------------
Sept. 24, Sept. 25,
1999 1998
--------- ----------
Cash flows from operating activities:
Net income $14,361 $12,863
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 2,760 1,916
Provision for losses on accounts
receivable 446 512
Going private transaction expenses 201 --
Change in net assets held for sale -- 8,206
Changes in operating assets and
liabilities, net of effects
from acquisitions and dispositions:
Accounts receivable 5,907 4,478
Inventories 2,891 878
Prepaid expenses and other
current assets 607 2,780
Other assets and goodwill, net 297 (628)
Accounts payable (118) (10)
Other accrued liabilities 3,248 2,598
and net liabilities of discontinued
operations
Deferred income taxes 110 (622)
------- -------
Total adjustments 16,349 20,108
------- -------
Net cash provided by
operating activities 30,710 32,971
------- -------
Cash flows from investing activities:
Capital expenditures, net of disposals (275) (1,131)
Going private transaction (280,289) --
Investment in subsidiary (18,220) (9,320)
--------- --------
Net cash used in investing activities (298,784) (10,451)
--------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term
debt 196,093 --
Proceeds from issuance of common stock
warrants and common stock, net 79,400 846
Deferred financing costs (6,622) --
Repurchase and cancellation of stock -- (5,335)
Net payments under revolving credit
Agreements (510) (15,297)
--------- --------
Net cash provided by (used in)
Financing activities 268,361 (19,786)
-------- --------
Net increase in cash and
cash equivalents 287 2,734
Cash and cash equivalents at
beginning of period 475 707
-------- -------
Cash and cash equivalents at
end of period $ 762 $3,441
======== =======
Supplemental disclosures:
Interest paid $377 $500
Income taxes paid $11,380 $6,189
======== =======
Investing activities included the acquisition of Pompeii in 1999 and
Tropic Craft in 1998. Assets acquired, liabilities assumed and
consideration paid was as follows:
Fair value of assets acquired $20,098 $11,665
Cash acquired (3) (46)
Liabilities assumed (1,875) (2,299)
-------- --------
Consideration paid $18,220 $ 9,320
======== ========
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") 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 management, 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
three- and nine-month periods ended September 24, 1999 and September 25, 1998.
The results of operations for these periods are not necessarily indicative of
the results to be expected for the full year.
2. Going Private Transaction
From December 19, 1994 through August 27, 1999, WinsLoew's common stock was
traded on the NASDAQ National Market under the symbol "WLFI". On August 27,
1999, Trivest Furniture Corporation (Trivest Furniture), a newly formed
Florida corporation (organized by an investor group led by Trivest II, Inc.
(Trivest), including certain private investment funds affiliated with Trivest
and certain members of WinsLoew's senior management, for the purpose of
acquiring WinsLoew) was merged with and into WinsLoew, with WinsLoew being the
surviving corporation. The merger was approved by majority vote of the
shareholders on August 27, 1999. Pursuant to the merger, each holder of the
outstanding WinsLoew common stock, other than stock held by Trivest
Furniture, received $34.75 per share in cash, without interest, and the
holder of each outstanding stock option received a cash payment equal to the
difference between $34.75 and the exercise price of the option.
Funds to pay the cash merger consideration, option cancellation payments and
related fees and expenses were provided by the following sources: (1) the net
proceeds from the sale of units consisting of 12 3/4% senior subordinated
notes due 2007 and warrants to purchase common stock; ( 2) borrowings of term
loans under our senior credit facility; (3) cash equity contributions from
members of the Trivest investment group; and (4) rollover equity
contributions from members of the Trivest investment group (see Note 4).
Upon consummation of the merger, persons affiliated or associated with
Trivest held approximately 93.8% of WinsLoew's common stock, members of
management held approximately 5.1% of WinsLoew's common stock, and certain
key employees and independent sales representatives held approximately 1.1%
of WinsLoew's common stock.
WinsLoew accounted for the transaction in accordance with the purchase method
of accounting. The following tables set forth the sources and uses of the
funds for the transaction (see Notes 4 and 5).
(In thousands)
Uses
----------
Cost of stock and stock options $268,256
Expense of transaction 14,350
----------
Total $282,606
==========
Sources
----------
Senior Subordinated Notes and Warrants $102,452
Senior Credit Facility 95,000
Cash equity investment 66,167
Rollover equity investment 11,833
Available cash on hand 7,154
----------
Total $282,606
==========
The write-off of unamortized loan costs related to the Company's former
credit facility in the amount of $0.2 million are reflected in the
accompanying consolidated statements of income for the three and nine month
periods ended September 24, 1999.
The following unaudited pro forma information has been prepared assuming that
the transaction and the acquisitions, as discussed in Note 7, occurred on
January 1, 1998. Permitted pro forma adjustments include only the effects of
events directly attributable to the transactions that are factually
supportable and expected to have a continuing impact. The pro forma results
are not necessarily indicative of what actually would have occurred if the
transaction had been in effect for the entire period presented.
Nine Months Ended
---------------------------
(In thousands) Sept. 24, Sept. 25,
1999 1998
---------- ----------
Net sales $128,864 $120,405
Net income (loss) $ 1,729 $ (572)
3. Inventories
Inventories consisted of the following:
(In thousands) Sept.24, Dec. 31,
1999 1998
---------- -----------
Raw materials $ 10,272 $ 9,288
Work in process 1,305 1,521
Finished goods 1,832 1,397
---------- ----------
$13,409 $12,206
========== ==========
4. Long-term Debt
Proceeds from borrowings under the Company's senior credit facility and the
sale of units, consisting of 12 3/4% senior subordinated notes due 2007 and
warrants to purchase common stock, were used to finance a portion of the
consideration in the merger of WinsLoew with Trivest Furniture (see Note 2).
Senior Credit Facility
In connection with the merger, WinsLoew entered into a senior credit facility
(Facility) provided by a syndicate of financial institutions. The Facility,
which matures in December 2004, provides for borrowings of up to $155 million
and is collateralized by substantially all of the assets of the Company. The
Facility consists of a working capital line of credit (maximum of $40
million), term loans (aggregate of $95 million) and an acquisition line of
credit (maximum of $20 million). The working capital line of credit allows
the Company to borrow funds up to a certain percentage of eligible inventories
and accounts receivable. At September 24, 1999, the carrying value of the
working capital line of credit, $0.9 million, approximated its fair value.
The term loan consist of three term loans, with principal balances and
applicable interest rates at September 24, 1999, as follow:
Term Loan A Term Loan B Term Loan C
----------- ----------- -----------
Principal balance $25 million $62.5 million $7.5 million
Eurodollar rate 8.9375% 9.4375% 9.4375%
Maturity date December 21, 2004 June 30, 2006 June 30, 2006
At the option of the Company, the interest rates under the Facility are
either: (1) the base rate, which is the higher of the prime lending rate or
0.5% in excess of the federal funds effective rate, plus a margin, or (2) the
adjusted Eurodollar rate plus a margin. The margins of different loans under
the Facility vary according to a pricing grid. The margins for base rate
loans range from zero to 1.0% for the working capital line of credit, term
loan A and the acquisition line of credit and from 1.0% to 1.5% for term loan
B and term loan C, in each case depending on WinsLoew's consolidated leverage
ratio. The margins for Eurodollar rate loans range from 2.0% to 3.0% for the
working capital line of credit, term loan A and the acquisition line of credit
and from 3.0% to 3.5% for term loan B and term loan C, in each case depending
on WinsLoew's consolidated leverage ratio. As of September 24, 1999, the loans
are priced at the Eurodollar rate plus a margin of 3.0% for the working capital
line of credit, term loan A and acquisition line of credit and a margin of 3.5%
for the term loan B and term loan C.
The outstanding balance of term loan A is due 12.0% in 2000, 12.0% in 2001,
24.0% in 2002, 24.0% in 2003 and 28.0% in 2004. The outstanding balance of
term loan B is due 1.0% in each of 2000, 2001, 2002, 2003 and 2004 and 47.5%
in each of 2005 and 2006. The entire outstanding balance of the term loan C
is due in 2006. Amounts outstanding under the acquisition line of credit at
December 31, 2001 convert to a term loan with the balance payable 20.0% in
2002, 30.0% in 2003 and 50.0% in 2004.
The Company must pay commitment fees (1) at a rate per annum equal to 0.5% of
the undrawn amounts of the working capital line of credit, subject to a
reduction to 0.375% per annum depending upon its consolidated leverage ratio
and (2) at a rate per annum of 0.75% on the undrawn amount of the acquisition
line of credit during the revolving period, subject to a reduction to 0.5%
(or 0.375% depending upon its consolidated leverage ratio) per annum from and
after the date on which at least $10.0 million is outstanding under the
acquisition line of credit.
The Facility contains customary covenants and restrictions on the Company's
and its subsidiaries' ability to issue additional debt or engage in certain
activities and includes customary events of default. In addition, the
Facility specifies that the Company must meet or exceed defined fixed charge
and interest coverage ratios and must not exceed defined leverage ratios. At
September 24, 1999, the Company was in compliance with such covenants.
The Facility is secured by a pledge of the capital stock of all the Company's
domestic subsidiaries.
Senior Subordinated Notes and Warrants
In connection with the merger, the Company issued 105,000 units (Units)
consisting of $105 million aggregate principal amount at maturity of 12 3/4%
senior subordinated notes due 2007 (Notes) and warrants (Warrants) to
purchase an aggregate of 24,129 shares of its capital stock. Each Unit
consists of $1,000 aggregate principal amount at maturity of Notes and a
warrant to purchase 0.2298 shares of common stock at an exercise price of
$0.01 per share. The issue price of each Unit was $975.73, of which the
Company allocated $962.4 to the Notes and $13.33 to the Warrant. The Notes
are general unsecured obligations of the Company and are junior in the right
of payment to the Company's debt that does not expressly provide that it ranks
equally with or junior to the Notes, including the Company's obligations under
its senior credit facility. The Notes are unconditionally guaranteed by the
direct and indirect domestic subsidiaries of WinsLoew and bear interest at
12 3/4%, which is payable semi-annually on February 15 and August 15 beginning
on February 15, 2000. The Notes will mature on August 15, 2007.
On or after August 15, 2003, the Company may redeem the Notes, in whole or in
part, at any time at the following redemption prices:
Year Percentage
---------- ----------
2003 106.375%
2004 104.250%
2005 102.125%
2006 and thereafter 100.000%
The Company may, at its option, at any time prior to August 15, 2002, redeem
up to 25% of the Notes using the net proceeds of an underwritten public
offering of capital stock.
The Warrants are exercisable on or after the occurrence of certain events.
Assuming full exercise of the Warrants, the aggregate number of shares would
approximate 3% of the common stock of WinsLoew. The Warrants expire on
August 15, 2007. The Company estimates the value of the Warrants at $1.4
million, which is reflected as "additional paid-in capital" in the
accompanying unaudited consolidated balance sheet.
The indenture under which the Notes are issued requires the Company to meet a
minimum fixed charge coverage ratio and includes other provisions generally
common in such indentures including restrictions on dividends, additional
indebtedness and asset sales. At September 24, 1999, the Company was in
compliance with such covenants.
Maturities of long-term debt for the five years succeeding September 24, 1999
are $2.8 million in 2000, $3.7 million in 2001, $6.0 million in 2002, $6.7
million in 2003 and $7.5 million in 2004.
5. Capital Stock
WinsLoew has authorized 1,000,000 shares of $0.01 par value common stock. At
September 24, 1999, there were 780,000 shares issued and outstanding.
6. Discontinued Operations
At September 24, 1999, there have not been any material changes in the net
liabilities of discontinued operations as compared to December 31, 1998.
7. Acquisitions
On July 23, 1999, the Company purchased the stock of Miami Metal Products
d/b/a Pompeii Furniture Industries, Inc. and its affiliate, Industrial
Mueblera Pompeii De Mexico, S.A. De C.V. (Pompeii), which are involved in the
design and manufacture of casual furniture sold in the residential and
contract markets. The purchase price of approximately $18.2 million,
including fees and expenses, was paid in cash and funded with internally
generated funds. The acquisition resulted in goodwill of approximately $14.0
million and was accounted for under the purchase method of accounting and,
accordingly, the operating results of Pompeii have been included in the
consolidated operating results since the date of acquisition.
On June 30, 1998, the Company purchased the stock of Tropic Craft, Inc.
(Tropic Craft), a company involved in the design and manufacture of casual
furniture sold in the contract market. The purchase price of approximately
$9.3 million was paid in cash and was financed under the Company's senior
credit facility. The acquisition resulted in goodwill of approximately $8.4
million and was accounted for under the purchase method of accounting and,
accordingly, the operating results of Tropic Craft have been included in the
consolidated operating results since the date of acquisition.
Unaudited pro forma information assuming that the acquisitions of Pompeii and
Tropic Craft occurred on January 1, 1998 is presented in Note 2.
8. 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.
Three Months Ended Nine Months Ended
(In thousands) -------------------- -------------------
Sept. 24, Sept. 25, Sept. 24, Sept. 25,
1999 1998 1999 1998
--------- --------- --------- ---------
NET SALES:
Casual products $18,471 $15,898 $58,110 $47,423
Contract seating products 17,913 17,431 51,485 50,833
Ready to assemble products 3,763 2,929 11,141 8,470
-------- -------- --------- ---------
Total net sales $40,147 $36,258 $120,736 $106,726
======== ======== ========= =========
SEGMENT GROSS PROFIT:
Casual products $8,442 $7,038 $27,470 $21,754
Contract seating products 6,102 5,832 17,911 16,349
Ready to assemble products 884 657 2,622 1,794
------- ------- -------- --------
Total segment gross profit 15,428 13,527 48,003 39,897
Reconciling items:
Selling, general and
administrative expenses 6,048 6,943 19,318 17,673
Amortization 977 319 1,611 806
------- ------- -------- -------
Operating Income 8,403 6,265 27,074 21,418
Interest expense-net 2,203 137 2,280 824
------- ------- -------- --------
Income before income taxes $6,200 $6,128 $24,794 $20,594
======= ======= ======== ========
(In thousands)
Sept. 24, Dec. 31,
1999 1998
----------- ----------
SEGMENT ASSETS:
Casual products $61,511 $51,880
Contract seating products 24,021 23,486
Ready to assemble products 7,131 6,496
--------- ---------
Total 92,663 81,862
Reconciling item:
Corporate 205,168 2,691
--------- ---------
Total consolidated assets $297,831 $84,553
========= =========
Management's Discussion and Analysis of Financial Condition
And Results of Operations
General
WinsLoew is a leading designer, manufacturer and distributor of a
broad offering of casual indoor and outdoor furniture and seating products.
WinsLoew also manufactures ready-to-assemble (RTA) furniture. The Company's
casual furniture includes chairs, chaise lounges, tables, umbrellas and
related accessories, which are generally constructed from aluminum, wrought
iron, wood or fiberglass. Our seating products include wood, metal and
upholstered chairs, sofas and loveseats, which are offered in a wide variety
of finish and fabric options. All of our casual furniture and seating products
are manufactured pursuant to customer orders. We sell our furniture porducts
to the residential market and to the contract market, consisting of commercial
and institutional users.
During 1997 the Company adopted a plan to dispose of its RTA operations. In
addition to the products described above, WinsLoew's RTA products included
ergonomically designed computer workstations, which the Company denoted as
"space savers" and an extensive line of futons, futon frames and related
accessories.
The Company planned to sell two of the businesses and liquidate the assets
related to the futon business. During 1998 the Company sold one of the
businesses and completed the liquidation of the futon business. At the end
of 1997 and during 1998, the Company attempted to sell its remaining RTA
facility but was unable to obtain a satisfactory offer. The Company devoted
significant management time to the operation resulting in improved
profitability by the end of 1998. Due to the recovery, the Company decided
to retain Southern Wood.
The amounts reflected hereafter include Southern Wood as a continuing operation.
The Company purchased Tropic Craft and Pompeii in June 1998 and July 1999,
respectively. The acquisitions were accounted for under the purchase method
of accounting and, accordingly, the operating results of Tropic Craft and
Pompeii have been included in the consolidated operating results since their
respective dates of acquisition (see Note 7 to the unaudited consolidated
financial statements).
On August 27, 1999, WinsLoew completed its merger with Trivest Furniture.
(See Note 2 to the unaudited consolidated financial statements). The results of
the transaction are reflected hereafter.
Results of Operations
The following table sets forth net sales, gross profit, and gross margin as a
percent of net sales for the respective periods for each of the Company's
product lines (in thousands, except for percentages):
Three Months Ended
---------------------------------------------------
September 24, 1999 September 25, 1998
------------------------- -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- -------- -------- ------- -------- --------
Casual furniture $18,471 $8,442 45.7% $15,898 $7,038 44.3%
Contract seating 17,913 6,102 34.1% 17,431 5,832 33.4%
RTA 3,763 884 23.5% 2,929 657 22.4%
------- -------- -------- ------- -------- --------
Total $40,147 $15,428 38.4% $36,258 $13,527 37.3%
======= ======== ======== ======= ======== ========
Nine Months Ended
-------------------------------------------------
September 24, 1999 September 25, 1998
------------------------ ------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- -------- -------- ------- -------- --------
Casual furniture $58,110 $27,470 47.3% $47,423 $21,754 45.9%
Contract seating 51,485 17,911 34.8% 50,833 16,349 32.2%
RTA 11,141 2,622 23.5% 8,470 1,794 21.2%
-------- -------- -------- -------- -------- --------
Total $120,736 $48,003 39.8% $106,726 $39,897 37.4%
======== ======== ======== ======== ======== ========
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
---------------------------- ---------------------------
Sept. 24, Sept 25, Sept. 24, Sept. 25,
1999 1998 1999 1998
----------- ---------- ----------- -----------
Gross margin 38.4% 37.3% 39.8% 37.4%
Selling, general and
administrative expense 15.1% 19.1% 16.0% 16.5%
Amortization 2.4% 0.9% 1.4% 0.8%
Operating income 20.9% 17.3% 22.4% 20.1%
Interest expense, net 5.5% 0.4% 1.9% 0.8%
Income before income taxes 15.4% 16.9% 20.5% 19.3%
Net income 7.0% 10.5% 11.9% 12.1%
EBITDA 24.4% 19.2% 24.7% 21.9%
Comparison of Three Months Ended September 24, 1999 and September 25, 1998
Net Sales: WinsLoew's consolidated net sales for the third quarter of 1999,
$40.1 million, increased $3.8 million or 10.5% from $36.3 million in the
third quarter of 1998.
Each of the Company's product lines experienced sales increases. The seating
product line increased only 2.8% during the quarter comparable prior year
period, primarily due to less favorable market conditions. Sales of casual
products increased 16.2% in the third quarter of 1999, compared to the third
quarter of 1998. If Pompeii, which was purchased in the third quarter of
1999, is excluded, sales of casual products increased 2.7%. Management
believes that this increase in demand is primarily due to the Company's
emphasis on quality, focus on leading the industry through innovative designs
and providing customer flexibility with its delivery program during the short
casual retail season. RTA product sales increased 28.5% in the third quarter
of 1999, compared to the third quarter of 1998, primarily due to increased
demand for all RTA furniture.
Gross Margin: Consolidated gross margin was 38.4% in the third quarter of
1999, compared to 37.3% in the third quarter of 1998. All three of the
Company's product lines contributed to the increase in gross margin. The
casual product line gross margin improved to 45.7% in the third quarter of
1999 compared to 44.3% in the third quarter of 1998, due to improved
operating efficiencies. The gross margin for seating products improved to
34.1% in the third quarter of 1999 compared to 33.4% in the third quarter
of 1998 due to a favorable product mix and improved profit margins on its core
products. The RTA product line gross margin improved to 23.5% in the third
quarter of 1999 compared to 22.4% in the third quarter of 1998, due to
increased demand and improved operating efficiencies.
Selling, General and Administrative Expenses: Selling, general and
administrative (SG&A) expenses decreased $0.9 million in the third quarter of
1999, compared to the third quarter of 1998. The decrease was primarily the
result of reductions in provisions for self-insured medical insurance reserves.
Operating Income: As a result of the above, operating income increased by
$2.1 million, to $8.4 million (20.9% of net sales) in the third quarter of
1999 compared to $6.3 million (17.3% of net sales) in the third quarter of
1998.
Interest Expense: The Company's interest expense increased $2.1 million in
the third quarter of 1999, compared to the third quarter of 1998, due to debt
incurred in the merger with Trivest Furniture.
Provision for Income Taxes: The Company's effective tax rate for the third
quarter of 1999 was 54.4% compared to 38.1% for the third quarter of 1998.
The effective tax rate is greater than the federal statutory rate primarily
due to the effect of state income taxes and non-deductible goodwill
amortization.
Comparison of Nine Months Ended September 24, 1999 and September 25, 1998
Net Sales: WinsLoew's consolidated net sales for the first nine months of
1999, $120.7 million, increased $14.0 million, or 13.1%, from $106.7 million
in the first nine months of 1998.
The Company's casual and RTA product lines experienced strong sales increases,
while the seating product line was relatively flat during the first nine
months of 1999, as compared to the first nine months of 1998,
increasing 1.3%, primarily due to less favorable market conditions. Sales of
casual products increased 22.5% in the first nine months of 1999, compared to
the comparable period of 1998. If Tropic Craft, which was purchased in the
third quarter of 1998, and Pompeii, which was purchased in the third quarter of
1999, are excluded, sales of casual products increased 10.0%. Management
believes that this increase in demand is primarily due to the Company's
emphasis on quality, focus on leading the industry through innovative designs
and providing customer flexibility with its delivery program during the short
casual retail season. RTA product sales increased 31.5% in the first nine
months of 1999, compared to the first nine months of 1998, primarily due to
increased demand for all RTA furniture.
Gross Margin: Consolidated gross margin was 39.8% in the first nine months of
1999, compared to 37.4% in the first nine months of 1998. All three of the
Company's product lines contributed to the increase in gross margin. The
casual product line gross margin improved to 47.3% in the first nine months
of 1999 compared to 45.9% for the comparable period in 1998, due to increased
demand and improved operating efficiencies. The gross margin for seating
products improved to 34.8% in the first nine months of 1999 compared to 32.2%
in the first nine months of 1998 due to a favorable product mix and improved
profit margins on its core products. The RTA product line gross margin
improved to 23.5% in the first three-quarters of 1999 compared to 21.2% in
the first three-quarters of 1998, due to increased demand and improved
operating efficiencies.
Selling, General and Administrative Expenses: SG&A expenses increased $1.6
million ($1.1 million excluding Pompeii, which was purchased in the third
quarter of 1999) in the first nine months of 1999, compared to SG&A expense
of $17.7 million in the first nine months of 1998. The increase was
primarily the result of higher sales related expenditures.
Operating Income: As a result of the above, operating income increased by
$5.7 million, to $27.1 million (22.4% of net sales) in the first nine months
of 1999 compared to $21.4 million (20.1% of net sales) in the first nine
months of 1998.
Interest Expense: The Company's interest expense increased $1.5 million in
the first nine months of 1999, compared to the first nine months of 1998, due
to debt incurred in the merger with Trivest Furniture.
Provision for Income Taxes: The Company's effective tax rate for the first
nine months of 1999 was 42.1% compared to 37.5% for the first nine months of
1998. The effective tax rate is greater than the federal statutory rate
primarily due to the effect of state income taxes and non-deductible goodwill
amortization.
Seasonality and Quarterly Information
Sales of casual products are typically higher in the second quarter of each
year, as a result of high retail demand for casual furniture preceding the
summer months. The Company's casual product sales are also affected by
weather conditions during the peak retail selling season with a 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 payable, 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 24,
1999, the Company has $13.3 million of working capital and $23.1 million of
unused and available funds under its working capital line of credit.
Cash Flows From Operating Activities: Cash provided by operating activities
was $30.7 million and $33.0 million for the first nine months of 1999 and
1998, respectively. The decrease was primarily due to the sale of assets of
discontinued operations that occurred in 1998.
Cash Flows From Investing Activities: Cash used in investing activities was
$298.8 million and $10.5 million for the first nine months of 1999 and 1998,
respectively. Cash used in investing activities for the first nine months of
1999 was primarily used for the merger with Trivest Furniture and the
purchase of Pompeii Furniture Co., Inc. Cash used in investing activities
for the first nine months of 1998 was primarily used for the purchase of
Tropic Craft, Inc (see Notes 2 and 7 to the unaudited consolidated financial
statements).
Cash Flows From Financing Activities: Net cash provided by financing
activities was $268.4 million in the first nine months of 1999 compared to
net cash used of $19.8 million in the first nine months of 1998. In 1999,
cash was primarily provided by proceeds from the borrowings under the
Company's senior credit facility and the issuance of units consisting of
12 3/4% senior subordinated notes due 2007 and warrants to purchase shares of
its common stock (see Note 4 to the unaudited consolidated financial
statements). For the comparable period of the prior year, cash was primarily
used to retire revolving credit debt and to repurchase shares of the Company's
common stock.
At September 24, 1999, the Company has no material commitments for capital
expenditures.
Foreign Exchange Forward Contracts
WinsLoew purchases some component parts for seating products from several
Italian suppliers, which the Company pays for in local currency. 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 contracts. These contracts allow the Company to buy Italian lira at
a predetermined exchange rate and thereby transfer 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 1999
and 1998 by entering into foreign currency forward contracts. At September
24, 1999, $0.9 million of these contracts were outstanding and unsettled,
maturing at approximately $280,000 per month. At September 25, 1998, $1.1
million of these contracts were outstanding and unsettled, maturing at
approximately $279,000 per month. The Company did not incur significant
gains or losses as a result of these foreign currency transactions. The
Company's hedging activities relate solely to its component purchases in Italy;
the Company does not speculate in foreign currency.
Year 2000
As is more fully described in the Company's annual report on Form 10-K,
WinsLoew determined that it was necessary to replace portions of its software
and hardware so that those systems will properly utilize dates beyond
December 31, 1999, including third-party network equipment, software products
and services. As of September 24, 1999, the Company has completed testing
and remediation of 100% of its continuing operations business critical
systems at an aggregated cost of approximately $500,000, representing
approximately 20% of the Company's information technology budget for the last
four years, which has been obtained from internally generated funds.
Approximately 59% of these costs were for replacement of existing software,
approximately 23% were for replacement and/or upgrade of existing hardware,
approximately 12% were for replacement of the Company's non-information
technology systems and equipment and approximately 6% were for repair/upgrade
of existing software. Non-information technology systems do not represent
a significant component of the Company's operations. The Company deducts
these costs from income. Other non-Year 2000 efforts have not been materially
delayed.
The Company has contacted and received responses from all of its material
suppliers and customers concerning Year 2000 compliance. Based on these
discussions the Company is not aware of any supplier or customer with a Year
2000 issue that would materially impact its financial position, results of
operations or liquidity. The Company did not use any independent
verification or validation process to assure the reliability of their risk
and cost estimates. Consequently, the Company has no means of ensuring that
suppliers or customers will be Year 2000 ready. The effect of non-compliance
by third parties is not determinable.
Management believes that it has completed an effective program to resolve the
Year 2000 issue. In the event that the Company's program is not successful,
management believes that it has established adequate contingency plans
whereby the Company would rely on its own manual systems, independent of
external providers' Year 2000 compliance, maintain increased inventory levels
and adjust staffing levels for its business critical systems. Management
believes that such an event would not materially affect the Company's financial
position or results of operations. However, disruptions in the general
economy resulting from Year 2000 issues could adversely affect the Company's
financial condition or results of operations.
Part II. Other Information
Item 1. Legal Proceedings
As reported in Part II, Item 1 of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 26, 1999 (as amended by Forms 10-Q/A,
Amendment Nos. 1,2 and 3) and Quarterly Report on Form 10-Q for the fiscal
quarter ended June 25, 1999, incorporated herein by reference, the Company
and members of its board of directors have been named as defendants in a
lawsuit filed on March 25, 1999 in the Circuit Court of Jefferson County,
Alabama, styled Craig Smith v. WinsLoew Furniture, Inc. et al. On June 14,
1999, the Company and its dorectors filed a motion to dismiss the lawsuit or,
in the alternative, to grant summary judgement in their favor. A hearing on
this motion to dismiss has been set for November 11, 1999.
The Company is, from time to time, involved in routine litigation. No 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) The registrant held a Special Meeting of Shareholders on August 27,
1999.
(b) Not applicable.
(c) The only matter voted on at the Special Meeting of Shareholders was
the approval of the Second Amended and Restated Agreement and
Plan of Merger providing for the merger of Trivest Furniture
Corporation with and into the registrant with the registrant being the
surviving corporation. The tabulation of votes was as follows:
For Against Abstaining Broker Non-Votes
5,548,734 141,126 3,051 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 Indenture dated as of August 24, 1999 between WinsLoew Escrow Corp.
(whose obligations have been assumed by the Registrant) and American Stock
Transfer & Trust Company, including form of 12 3/4% Senior Subordinated Note
Due 2007 (4.1)*
10.2 Supplemental Indenture dated as of August 27, 1999 among Trivest
Furniture Corporation, the registrant, the registrant's domestic subsidiaries
and American Stock Transfer & Trust Company (4.2)*
10.3 Registration Rights Agreement dated as of August 24, 1999 among WinsLoew
Escrow Corp. (whose obligations have been assumed by the Registrant) and
Bear, Stearns & Co., Inc., BancBoston Robertson Stephens Inc. and First Union
Capital Markets Corp. (4.3)*
10.4 Pricing Agreement dated December 1, 1998 between Loewenstein, Inc.,
Gregson Furniture Industries and Marriott International, Inc. (10.11)*
10.5 Lease dated August 1, 1998 between Nitram Partners, Ltd. and Miami Metal
Products, Inc., as amended by First Amendment to Lease Agreement effective as
of July 30, 1999 between Nitram Partners, Ltd. and Miami Metal Products, Inc.
(10.12)*
10.6 Lease Agreement dated March 1, 1999 between E.V. Ferrell, Jr., Sarah T.
Ferrell and Pompeii Furniture Industries (10.14)*
10.7 Employment Agreement dated July 30, 1999 between Winston Furniture Company
of Alabama, Inc. and Perry B. Martin (10.15)*
10.8 Consulting Agreement dated July 30, 1999 between Winston Furniture of
Alabama, Inc. and Leo Martin (10.16)*
10.9 Purchase Agreement dated August 19, 1999 among WinsLoew Escrow Corp.,
Trivest Furniture Corporation (each of whose obligations have been assumed by
the Registrant) and Bear, Stearns & Co., Inc., BancBoston Robertson Stephens
Inc. and First Union Capital Markets Corp. (10.17)*
10.10 Warrant Agreement dated as of August 24, 1999 between WinsLoew Escrow
Corp. (whose obligations have been assumed by the Registrant) and American
Stock Transfer & Trust Company (10.18)*
10.11 Loan and Security Agreement dated as of August 27, 1999 among the
Registrant, its domestic subsidiaries, the lender named therein
BankBoston, N.A. as administrative agent, Heller Financial, Inc. and CIBC,
Inc. as co-agents for the lenders (10.19)*
10.12 Investors Agreement dated August 27, 1999 among Trivest Furniture
Corporation, Trivest Furniture Partners, Ltd., Trivest Fund II Group, Ltd.,
and various investors identified therein (10.20)*
10.13 Exchange and Subscription Agreement dated August 27, 1999 among Trivest
Furniture Corporation and various investors identified therein (10.21)*
10.14 WinsLoew 1999 Key Employee Equity Plan (10.22)*
10.15 Form of Subscription Agreement (included in Exhibit 10.14) (10.23)*
10.16 Form of Shareholders' Agreement (included in Exhibit 10.14) (10.24)*
10.17 Management Agreement dated August 27, 1999 between the Registrant and
Trivest II, Inc. (10.25)*
10.18 Employment Agreement dated August 27, 1999 between the Registrant and
Bobby Tesney (10.26)*
10.19 Employment Agreement dated August 27, 1999 between the Registrant and
R. Craig Watts (10.27)*
10.20 Employment Agreement dated August 27, 1999 between the Registrant and
Vincent A. Tortorici, Jr. (10.28)*
10.21 Severance Agreement dated August 27, 1999 between the Registrant and
Bobby Tesney (10.29)*
10.22 Severance Agreement dated August 27, 1999 between the Registrant and
Vincent A. Tortorici, Jr. (10.30)*
27 - Financial Data Schedule
* Incorporated by reference to the exhibits shown in parenthesis, and filed
with the Registrant's registration statement on Form S-4 (No. 333-).
(b) Reports on Form 8-K
During the quarter for which this Quarterly Report on Form 10-Q is filed,
the registrant filed a current report on Form 8-K, dated July 30, 1999,
reporting under Item 2 the closing of the acquisition of Miami Metal
Products d/b/a Pompeii Furniture Industries, Inc. and Industrial Mueblera
Pompeii de Mexico, S.A. de C.V.
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 5,1999 BOBBY TESNEY
President and Chief Executive
Officer
/s/ Vincent A. Tortorici, Jr.
November 5, 1999 VINCENT A. TORTORICI, Jr.
Chief Financial Officer
[ARTICLE] 5
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] SEP-24-1999
[CASH] 1,762
[SECURITIES] 0
[RECEIVABLES] 17,720
[ALLOWANCES] 0
[INVENTORY] 13,409
[CURRENT-ASSETS] 37,191
[PP&E] 13,847
[DEPRECIATION] 0
[TOTAL-ASSETS] 297,831
[CURRENT-LIABILITIES] 23,871
[BONDS] 194,243
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 8
[OTHER-SE] 78,798
[TOTAL-LIABILITY-AND-EQUITY] 297,831
[SALES] 120,736
[TOTAL-REVENUES] 120,736
[CGS] 72,733
[TOTAL-COSTS] 93,662
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 2,280
[INCOME-PRETAX] 24,794
[INCOME-TAX] 10,433
[INCOME-CONTINUING] 14,361
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 14,361
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
