SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1997
COMMISSION FILE NUMBER 1-9875
STANDARD COMMERCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF I.R.S. EMPLOYER
NORTH CAROLINA IDENTIFICATION NO. 13-1337610
2201 MILLER ROAD, WILSON, NORTH CAROLINA 27893
TELEPHONE NUMBER 919-291-5507
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT
- NOT APPLICABLE
ON AUGUST 1, 1997 THE REGISTRANT HAD OUTSTANDING 12,683,155 SHARES OF COMMON
STOCK ($.20 PAR VALUE).
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 AND (2) HAD BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X NO
<PAGE>
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30 MARCH 31
1997 1996 1997
- -------------------------------------------------------------------------- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CASH.................................................................... $ 40,037 $132,188 $ 41,117
RECEIVABLES............................................................. 240,694 206,344 266,560
INVENTORIES............................................................. 334,550 286,453 256,519
PREPAID EXPENSES........................................................ 8,286 5,521 6,285
MARKETABLE SECURITIES................................................... 798 1,311 837
----------------------------------------
CURRENT ASSETS................................................. 624,365 631,817 571,318
PROPERTY, PLANT AND EQUIPMENT........................................... 118,956 133,055 122,013
INVESTMENT IN AFFILIATES................................................ 12,252 11,657 12,533
OTHER ASSETS............................................................ 28,763 37,849 29,821
TOTAL ASSETS................................................... $784,336 $814,378 $735,685
========================================
LIABILITIES
SHORT-TERM BORROWINGS................................................... $144,306 $348,894 $272,325
CURRENT PORTION OF LONG-TERM DEBT....................................... 7,831 10,453 8,985
ACCOUNTS PAYABLE........................................................ 208,681 188,160 141,145
TAXES ACCRUED........................................................... 24,637 28,528 28,758
----------------------------------------
CURRENT LIABILITIES............................................ 385,455 576,035 451,213
LONG-TERM DEBT.......................................................... 134,559 29,022 70,252
CONVERTIBLE SUBORDINATED DEBENTURES..................................... 69,000 69,000 69,000
RETIREMENT AND OTHER BENEFITS........................................... 19,048 18,651 19,127
DEFERRED TAXES.......................................................... 6,672 8,714 5,819
----------------------------------------
TOTAL LIABILITIES.............................................. 614,734 701,422 615,411
----------------------------------------
MINORITY INTERESTS 30,110 29,342 30,312
----------------------------------------
ESOP REDEEMABLE PREFERRED STOCK......................................... - 8,748 -
UNEARNED ESOP COMPENSATION.............................................. - (6,320) -
----------------------------------------
SHAREHOLDERS' EQUITY
PREFERRED STOCK, $1.65 PAR VALUE; AUTHORIZED SHARES 1,000,000
ISSUED NONE (1996 - 87,477 TO ESOP)
COMMON STOCK, $0.20 PAR VALUE; AUTHORIZED SHARES 100,000,000
ISSUED 15,300,862 (JUNE 96 - 11,745,872; MAR 97 - 12,126,270).. 3,060 2,349 2,425
ADDITIONAL PAID-IN CAPITAL.............................................. 100,102 44,722 50,324
UNEARNED RESTRICTED STOCK PLAN COMPENSATION............................. (297) (408) (321)
TREASURY SHARES, 2,617,707 (JUNE 96 - 2,515,567; MAR 97 - 2,591,790).... (4,250) (2,633) (3,799)
RETAINED EARNINGS....................................................... 57,869 47,051 58,089
CUMULATIVE TRANSLATION ADJUSTMENTS...................................... (16,992) (9,895) (16,756)
----------------------------------------
TOTAL SHAREHOLDERS' EQUITY..................................... 139,492 81,186 89,962
----------------------------------------
TOTAL LIABILITIES AND EQUITY................................... $784,336 $814,378 $735,685
========================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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<PAGE>
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30
--------------------------------
1997 1996
---- ----
<S> <C> <C>
SALES - TOBACCO.......................................................... $212,847 $215,263
- NONTOBACCO....................................................... 87,468 95,128
--------------------------------
TOTAL SALES........................................................ 300,315 310,391
COST OF SALES
- MATERIALS, SERVICES AND SUPPLIES................................ 273,189 280,894
- INTEREST........................................................ 7,266 7,611
--------------------------------
GROSS PROFIT....................................................... 19,860 21,886
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................. 17,659 17,996
OTHER INTEREST EXPENSE........................................................ 2,216 2,387
OTHER INCOME (EXPENSE) - NET.................................................. 2,391 2,835
--------------------------------
INCOME BEFORE TAXES................................................ 2,376 4,338
INCOME TAXES.................................................................. (358) (1,112)
--------------------------------
INCOME AFTER TAXES................................................. 2,018 3,226
MINORITY INTERESTS............................................................ (291) (1,936)
EQUITY IN EARNINGS OF AFFILIATES.............................................. 126 218
--------------------------------
NET INCOME......................................................... 1,853 1,508
ESOP PREFERRED STOCK DIVIDENDS NET OF TAX..................................... - (115)
--------------------------------
NET INCOME APPLICABLE TO COMMON STOCK.............................. 1,853 1,393
RETAINED EARNINGS AT BEGINNING OF PERIOD...................................... 58,089 46,450
COMMON STOCK DIVIDENDS........................................................ (2,073) (792)
--------------------------------
RETAINED EARNINGS AT END OF PERIOD $57,869 $47,051
================================
EARNINGS PER COMMON SHARE
PRIMARY - NET..................................................... $0.17 $0.15
- AVERAGE SHARES OUTSTANDING.............................. 11,103 9,493
FULLY DILUTED...................................................... * *
</TABLE>
*NOT APPLICABLE BECAUSE FULLY DILUTED CALCULATIONS INCLUDE ADJUSTMENTS WHICH ARE
ANTIDILUTIVE.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-3-
<PAGE>
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
-------------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME.................................................................... $1,853 $1,508
DEPRECIATION AND AMORTIZATION........................................ 4,951 4,395
MINORITY INTERESTS................................................... 291 1,936
DEFERRED INCOME TAXES................................................ 969 -
UNDISTRIBUTED EARNINGS OF AFFILIATES NET OF DIVIDENDS RECEIVED....... (126) (218)
GAIN ON DISPOSITION OF PROPERTY, PLANT AND EQUIPMENT................. (1,177) (185)
OTHER................................................................ (1,075) 2,421
--------------------------------
5,686 9,857
NET CHANGES IN WORKING CAPITAL OTHER THAN CASH
RECEIVABLES.......................................................... 21,043 43,114
INVENTORIES.......................................................... (80,641) (27,498)
CURRENT PAYABLES..................................................... 71,082 58,967
--------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES......................................... 17,170 84,440
--------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES..........................................
PROPERTY, PLANT AND EQUIPMENT - ADDITIONS.................................... (2,909) (2,265)
- DISPOSITIONS................................. 1,516 247
BUSINESS (ACQUISITIONS) DISPOSITIONS..........................................
- -
--------------------------------
CASH USED FOR INVESTING ACTIVITIES............................................ (1,393) (2,018)
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
NET CHANGE IN SHORT-TERM BORROWINGS........................................... (60,061) (24,731)
PROCEEDS FROM LONG-TERM BORROWINGS............................................ - -
REPAYMENT OF LONG-TERM BORROWINGS............................................. (4,639) (4,076)
NET PROCEEDS OF EQUITY OFFERING............................................... 47,043 -
DIVIDENDS PAID, NET OF TAX.................................................... - (115)
OTHER......................................................................... 800 -
--------------------------------
CASH USED FOR FINANCING ACTIVITIES............................................ (16,857) (28,922)
--------------------------------
INCREASE (DECREASE) IN CASH FOR PERIOD........................................ (1,080) 53,500
CASH AT BEGINNING OF PERIOD................................................... 41,117 78,688
--------------------------------
CASH AT END OF PERIOD......................................................... $ 40,037 $132,188
================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-4-
<PAGE>
STANDARD COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
O THE INTERIM STATEMENTS PRESENTED HEREIN SHOULD BE READ IN CONJUNCTION WITH THE
AUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED IN THE COMPANY'S
LATEST ANNUAL REPORT ON FORM 10-K.
O THE INTERIM PERIOD FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY
WITHOUT AUDIT AND CONTAIN ALL OF THE ADJUSTMENTS WHICH ARE, IN THE OPINION OF
MANAGEMENT, NECESSARY FOR A FAIR STATEMENT OF THE RESULTS OF OPERATIONS. ALL
SUCH ADJUSTMENTS ARE OF A NORMAL, RECURRING NATURE. BECAUSE OF THE NATURE OF
THE COMPANY'S BUSINESSES, FLUCTUATIONS IN RESULTS FOR INTERIM PERIODS ARE NOT
NECESSARILY INDICATIVE OF BUSINESS TRENDS OR RESULTS TO BE EXPECTED FOR A FULL
YEAR.
O AT JUNE 30, 1997, THE COMPANY RECLASSIFIED $115.0 MILLION OF BORROWINGS
UNDER ITS REVOLVING CREDIT FACILITIES AS LONG-TERM DEBT. THE RECLASSIFICATION
OF $115.0 MILLION AT JUNE 30, 1997 RESULTS FROM THE ISSUANCE OF $115.0 MILLION
8-7/8% SENIOR NOTES DUE 2005 PURSUANT TO RULE 144A, WHICH CLOSED ON
AUGUST 1, 1997 (THE "NOTES OFFERING"). BECAUSE THE PROCEEDS FROM THIS
TRANSACTION WERE APPLIED TO REDUCE SHORT-TERM BORROWINGS, AND OBVIATED THE
USE OF WORKING CAPITAL TO SATISFY THESE SHORT-TERM OBLIGATIONS, THE COMPANY
RECLASSIFIED THIS AMOUNT PER SFAS 6. THE COMPANY HAD BOTH THE INTENT AND
ABILITY TO REFINANCE THIS AMOUNT ON A LONG-TERM BASIS.
O PRIOR PERIOD EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING HAVE
BEEN RESTATED TO GIVE EFFECT TO THE INCREASE IN SHARES OUTSTANDING RESULTING
FROM SUBSEQUENT STOCK DIVIDENDS.
O INVENTORIES FOR THE PERIODS SHOWN WERE AS FOLLOWS:
JUNE 30 MARCH 31
------------------------- ------------
(IN THOUSANDS) 1997 1996 1997
---- ---- ----
TOBACCO $255,991 $206,675 $181,349
NONTOBACCO 78,559 79,778 75,170
-------- -------- --------
TOTAL $334,550 $286,453 $256,519
======= ======= =======
O THERE WERE NO MATERIAL CHANGES IN ACCOUNTING POLICIES DURING THE PERIOD ENDED
JUNE 30, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Sales for the quarter ended June 30, 1997 were $300.3 million, a decrease of
3.2% from a year earlier. Sales of $212.8 million for the tobacco division
were down 1.1% from the corresponding period in 1996. Tobacco sales from the
U.S. and South America increased while sales from Turkey were down. Overall,
tobacco volume was down 5.6% and average prices were higher as a result of
market conditions and the change in mix. Nontobacco sales of $87.5 million
were down 8.1% primarily as the result of a 10.9% decrease in the volume of
wool sold which was attributable to focusing on the more profitable processing
elements of the business.
Gross profit for the quarter of $19.9 million was down 9.3% from the 1996
quarter due primarily to the reduced level of sales and a change in the
tobacco business mix. Selling, general and administrative expenses decreased
by 1.9% to $17.7 million as the company continues to focus on operating
efficiencies. Reductions in personnel related costs and lower legal and
professional fees contributed to the favorable variance. Improved application
of cash to reduce borrowings resulted in a decrease in the interest income
element of other income (net) which more than offset the decrease in other
interest expense.
The effect on net income of changes in sales mix and other factors
contributing to a reduction in income before taxes was offset by a lower
effective tax rate and reduced earnings applicable to minority interests. The
variation in income tax charges or credits as a percentage of pretax income
due to differences in tax rates and relief available in areas where profits
are earned or losses are incurred resulted in an effective rate tax rate of
15.1% in the current quarter compared to 25.6% a year earlier.
Earnings attributed to minority interests were $1.6 million lower than a year
ago because of a change in business mix. Equity in earnings of affiliates were
down slightly from a year earlier.
-5-
<PAGE>
Net income was $1.9 million, or $0.17 per share on 11.1 million average shares
outstanding versus $1.5 million, or $0.15 per share on 9.5 million shares
outstanding for the June 1996 quarter adjusted for subsequent stock dividends.
the quarter-to-quarter increase in shares outstanding was primarily
attributable to the company's 3.0 million share public offering during the
June 1997 quarter.
LIQUIDITY AND CAPITAL RESERVES
Excluding the $115.0 million reclassification of short-term borrowings to
long-term debt as a result of the Notes Offering, working capital at
June 30, 1997 was $123.9 million, before reclassification of the senior notes
proceeds received subsequent to June 30, compared to $55.8 million a year
earlier. Most of the increase was due to applying the $47.0 million net proceeds
of a 3.0 million share public offering completed in the June 1997 quarter to
reduce short-term borrowings. the remaining increase was due to contributions
from operating activities that further reduced short-term borrowings. Working
capital will be further improved as a result of the senior notes offering
completed after June 30, 1997. Capital expenditures of $2.9 million considted
primarily of routine expenditures in the tobacco and wool divisions, expansion
of warehouse facilities in Greece and Turkey, and new machinery for the French
topmaking facility. The company continues to closely monitor its inventory
levels which fluctuate depending on seasonal factors and business conditions.
Uncommitted tobacco inventory decreased to $20.4 million at June 30, 1997 from
$30.7 million a year earlier.
As a result of the recent equity offering which appreciably broadened the
company's shareholder base, the board of directors has voted to discontinue
issuing quarterly stock dividends. Certain debt agreements to which the
company and its subsidiaries are parties contain financial covenants which
could restrict the payment of cash dividends. Under its most restrictive
covenant, the company had approximately $67.3 million of retained earnings
available for distribution as dividends at June 30, 1997. at this time, it is
uncertain when the board will resume the payment of cash dividends.
Subsequent to June 30, 1997, the company completed a $115.0 million rule 144a
private placement of 8-7/8% senior notes due 2005. Concurrently, commitments
of $200 million were obtained for a three-year global bank facility. These
fundings, in combination with the recent equity offering have largely
accomplished the company's current refinancing plans. The company used net
proceeds of the funding to repay indebtedness outstanding under existing bank
credit facilities and certain other long-term debt. The global bank facility,
in addition to local bank lines of approximately $265.0 million for tobacco
operations in Africa, Europe and Asia, will be used to finance tobacco
operations. Separate bank facilities of approximately $127.0 million exist to
finance wool operations. The senior notes have not been registered under the
securities act of 1933, as amended, or applicable state securities laws, and
may not be offered or sold absent registration under the securities act and
applicable state securities laws or applicable exemptions from registration
requirements.
Based on the outlook for the tobacco and wool divisions, and the recent
refinancing activity, management anticipates that it will be able to service
the interest and principal on its indebtedness, maintain adequate working
capital and provide for capital expenditures out of operating cash flow.
FORWARD-LOOKING STATEMENTS
STATEMENTS IN THIS REPORT THAT ARE NOT PURELY STATEMENTS OF HISTORICAL FACT
MAY BE DEEMED TO BE FORWARD-LOOKING. READERS ARE CAUTIONED THAT ANY SUCH
FORWARD-LOOKING STATEMENTS ARE BASED UPON MANAGEMENT'S CURRENT KNOWLEDGE AND
ASSUMPTIONS, AND ACTUAL RESULTS COULD BE AFFECTED IN A MATERIAL WAY BY MANY
FACTORS, INCLUDING ONES OVER WHICH THE COMPANY HAS LITTLE OR NO CONTROL, E.G.
UNFORESEEN CHANGES IN SHIPPING SCHEDULES; THE BALANCE BETWEEN SUPPLY AND
DEMAND; AND MARKET, ECONOMIC, POLITICAL AND WEATHER CONDITIONS. MORE
INFORMATION REGARDING CERTAIN OF THESE FACTORS IS CONTAINED IN THE COMPANY'S
OTHER SEC FILINGS, COPIES OF WHICH ARE AVAILABLE UPON REQUEST FROM THE
COMPANY. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY OF THESE
FORWARD-LOOKING STATEMENTS.
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<PAGE>
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.
DATED: NOVEMBER 17, 1997 STANDARD COMMERCIAL CORPORATION
(REGISTRANT)
BY /S/ ROBERT E HARRISON
ROBERT E HARRISON
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
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