Back to GetFilings.com
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 June 28, 2002
-------------
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
--------
BROWN JORDAN INTERNATIONAL, 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.)
1801 NORTH ANDREWS AVENUE, POMPANO BEACH, FLORIDA 33069
- - -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 960-1100
--------------
(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 July 22, 2002
- - --------------- -----------------------------------
$ .01 par value 1,000
BROWN JORDAN INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4-5
Consolidated Statements of Cash Flows 6-7
Notes to Consolidated Financial Statements 8-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14-21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 4. Submission of Matters to a Vote of
Security Holders 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Brown Jordan International, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(In thousands) June 28, December 31,
2002 2001
--------- -----------
Assets
Cash and cash equivalents $ 3,821 $ 5,107
Accounts receivable, less
allowances for doubtful accounts 48,563 86,534
Inventories 28,570 28,111
Prepaid expenses and other
current assets 13,199 12,463
------- --------
Total current assets 94,153 132,215
Property, plant and equipment, net 33,618 37,258
Goodwill, net 343,160 343,027
Other assets 14,301 15,518
------- -------
Total Assets $485,232 $528,018
======== ========
Liabilities and Stockholder's Equity
Current portion of long-term debt $ 8,450 $ 7,200
Accounts payable 12,143 35,300
Accrued interest 5,434 5,214
Other accrued liabilities 27,382 21,879
------- -------
Total current liabilities 53,409 69,593
Long-term debt, net of current portion 256,790 287,878
Deferred income taxes 1,625 2,182
------- -------
Total liabilities 311,824 359,653
------- -------
Commitments and contingencies
Stockholder's Equity:
Common stock; par value $.01
per share, 1,000 shares
authorized and issued at June
28, 2002 and December 31, 2001.
respectively $ -- $ --
Additional paid-in capital 164,735 164,735
Retained earnings 10,962 5,084
Accumulated other comprehensive
loss (2,289) (1,454)
------- -------
Total stockholder's equity 173,408 168,365
------- -------
Total liabilities and stockholder's
equity $485,232 $528,018
======== =========
See accompanying notes.
Brown Jordan International, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(In thousands)
For The Quarters Ended
----------------------
June 28, June 29,
2002 2001
--------- ---------
Net sales .......... $ 74,354 $ 79,253
Cost of sales ...... 48,469 51,205
-------- --------
Gross profit .... 25,885 28,048
Selling, general
and administrative
expenses ......... 13,791 12,216
Amortization ....... 183 2,321
-------- --------
Operating income 11,911 13,511
Interest expense ... 8,356 11,277
-------- --------
Income before
income taxes ..... 3,555 2,234
Provision for
income taxes ..... 891 2,530
-------- --------
Net income(loss) ... $ 2,664 $ (296)
======== ========
See accompanying notes.
Brown Jordan International, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(In thousands)
For The Six Months Ended
----------------------
June 28, June 29,
2002 2001
--------- ---------
Net sales .......... $ 199,273 $ 118,970
Cost of sales ...... 145,663 75,920
--------- ---------
Gross profit .... 53,610 43,050
Selling, general
and administrative
expenses ......... 27,226 19,357
Amortization ....... 365 4,198
--------- ---------
Operating income 26,019 19,495
Interest expense ... 16,528 18,543
--------- ---------
Income before
income taxes ..... 9,491 952
Provision for
income taxes ..... 3,613 1,819
--------- ---------
Net income(loss) ... $ 5,878 $ (867)
========= =========
See accompanying notes.
Brown Jordan International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows(Unaudited)
(In thousands)
For the Six Months Ended
-------------------------
June 28, June 29,
2002 2001
--------- ----------
Cash flows from operating activities:
Net income/(loss) ...................... $ 5,878 $ (867)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization .......... 3,703 9,169
Provision for losses on accounts
receivable ........................... (615) (1,479)
Provision for losses on inventory ...... 1,170 1,128
Loss on sale of fixed assets ........... 733 --
Changes in operating assets and
liabilities, net of effects
from acquisitions and dispositions:
Accounts receivable .................. 38,586 14,645
Inventories .......................... (1,629) 1,312
Prepaid expenses and other
current assets ..................... (736) 2,432
Other assets ......................... (119) (11)
Accounts payable ..................... (23,157) (1,426)
Accrued interest ..................... 220 (288)
Other accrued liabilities ............ 4,111 (7,514)
Deferred income taxes ................ -- 1,475
--------- ---------
Total adjustments ................... 22,267 19,443
Net cash provided by
operating activities .............. 28,145 18,576
--------- ---------
Cash flows from investing activities:
Capital expenditures, net of disposals (1,245) (463)
Proceeds from sale of fixed assets ... 1,985 --
Investment in subsidiaries ........... -- (116,970)
--------- ---------
Net cash provided by(used in)
investing activities .............. 740 (117,433)
--------- ---------
Cash flows from financing activities:
Net payments under
revolving credit agreements ......... (30,085) (144,003)
Net borrowings for acquisitions ...... -- 204,326
Proceeds from issuance of
common stock, net ................... -- 17
Contributed capital-
BJI acquisition ..................... -- 50,928
Deferred financing costs ............. (86) (8,125)
--------- ---------
Net cash (used in )provided by
financing activities .............. (30,171) 103,143
--------- ---------
Net (decrease)increase in cash and
cash equivalents .................. (1,286) 4,286
Brown Jordan International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)(In Thousands)
For the Six Months Ended
-------------------------
June 28, June 29,
2002 2001
--------- ----------
Cash and cash equivalents at
beginning of year $ 5,107 $ 602
--------- ----------
Cash and cash equivalents at
end of period $ 3,821 $ 4,888
======= ========
For the Six Months Ended
-------------------------
June 28, June 29,
2002 2001
-------- ---------
Supplemental disclosures:
Interest paid $ 14,887 $ 15,315
Income taxes paid 2,531 305
======== ========
Investing activities during the first six months of 2001 included the
acquisition of The Woodsmiths Company and Brown Jordan International:
Fair value of assets acquired $143,681
Initial investment in Woodsmiths 287
Cash on-hand (1,243)
Liabilities assumed (25,755)
Cash paid for acquisitions, net =========
of cash acquired $116,970
See accompanying notes
BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. WLFI Holdings
Prior to the acquisition of Brown Jordan International ("BJI"), WinsLoew
Furniture, Inc. ("WinsLoew" or the "Company") completed a recapitalization
transaction wherein, the Company became a wholly-owned subsidiary of a new
holding company called WLFI Holdings, Inc. (Holdings), a Florida corporation.
In order to accomplish the recapitalization, Holdings was initially formed as
the Company's wholly-owned subsidiary. In addition to Holdings, the Company
formed another company called WLFI Merger, Inc., a Florida corporation, as a
wholly-owned subsidiary of Holdings. Then, immediately prior to the consummation
of the Brown Jordan acquisition, the Company merged with WLFI Merger, Inc. and
was the surviving corporation of the merger.
As a result of these transactions, the Company became a wholly-owned subsidiary
of the new holding company, Holdings. All shares of common stock that were
outstanding immediately prior to the merger (850,497 shares) were converted into
shares of common stock of Holdings. In addition, each warrant or option to
purchase shares of the Company's common stock was converted into a warrant or
option to purchase an equivalent number of shares of common stock of Holdings.
1,000 shares of the Company's common stock was then issued to WLFI Holdings,
Inc. Finally, by operation of the merger the separate corporate existence of
WLFI Merger ended.
Because there was no change in the stock ownership of the Company as a result of
the recapitalization, there was no change in the basis of the Company's assets
or liabilities.
2. Name Change
On April 23, 2002, the Board of Directors voted to change the name of the
Company to Brown Jordan International. This name change acknowledges that Brown
Jordan is one of the most recognized names in the industry and expresses the
Company's commitment to build upon that image and fine reputation which Brown
Jordan has earned as the preeminent brand in luxury leisure furniture.
3. Basis of Presentation
The accompanying unaudited consolidated financial statements of Brown Jordan
International, Inc. and subsidiaries 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, 2001, 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 second quarter, which is
from March 30, 2002 through June 28, 2002. The results of operations for this
period are not necessarily indicative of the results to be expected for the full
year.
4. Inventories
Inventories consisted of the following:
(In thousands)
June 28, December 31,
2002 2001
---------- ------------
Raw materials $22,190 $22,335
Work in process 3,033 2,824
Finished Goods 3,347 2,952
------- -------
$28,570 $28,111
======= =======
5. Capital Stock
At December 31, 2001, there were 1,000 shares issued and outstanding. Since
December 31, 2001 and as of June 28, 2002, the Company has not issued any
additional shares of stock or repurchased any outstanding shares.
6. Acquisitions
On March 9, 2001 the Company purchased all of the assets of The Woodsmiths
Company. Woodsmiths, a manufacturer of custom tabletops for the contract and
hospitality industry, is located in Pompano Beach, Florida. The purchase price
of approximately $2.8 million was paid in cash of approximately $0.3 million and
a $2.5 note payable to the sole shareholder of Woodsmiths.
In addition, the stock purchase agreement provides for an additional contingent
deferred payment of up to $1,000,000 based upon Woodsmiths' earnings before
interest, taxes, depreciation, amortization and management fees. The maximum
contingent payment amount of $1,000,000 was recorded at the time of purchase as
an addition to goodwill and an accrued liability of the Company. The amount of
any such contingent payment will be made directly to the former sole shareholder
and serves as a financial incentive.
The acquisition resulted in goodwill of approximately $3.4 million and was
accounted for under the purchase method of accounting. The operating results of
Woodsmiths have been included in the consolidated operating results beginning
with the month of March.
On May 8, 2001 WinsLoew Furniture, Inc. and its parent WLFI Holdings, Inc.
acquired all of the outstanding stock of Brown Jordan International, Inc. at a
purchase price of $78.6 million. The Stock Purchase Agreement by and among WLFI
Holdings, Inc., the Company, BJI and the Stockholders of BJI also called for the
repayment of outstanding BJI indebtedness at closing, which approximated $44.6
million. The amount of consideration paid by the Company for the BJI stock was
determined through an arm's length negotiation between representatives of the
Company and BJI.
The total purchase price of $123.2 million, including estimated transaction
costs and funded indebtedness, was allocated to the assets acquired on a
preliminary basis using the fair value of the assets acquired. This preliminary
basis is subject to review and subject to change. Pursuant to the purchase
method of accounting, the excess of the purchase price over the $44.6 million
fair value of net assets after payment of BJI indebtedness at closing, has been
recorded as goodwill in the amount of $78.6 million. The operating results of
BJI have been included in the consolidated operating results since the date of
acquisition.
In order to complete the acquisition, the merger described in Note 1 was
con-summated simultaneously.
WLFI Holdings, Inc. raised $50.9 million of equity and issued $22 million of
subordinated notes to the sellers for BJI stock. Holdings contributed the cash
of $50.9 million to the Company as additional equity. The stock of BJI, obtained
in the exchange of subordinated notes, was also contributed to the Company. The
balance of the proceeds was provided through a refinancing of the Company's
existing Senior Credit Facility. The new Senior Credit Facility consists of a
$165 million Term Loan and a $60 million revolving credit facility.
The operating results of the above acquisitions have been included in the
consolidated operating results since the dates of acquisition.
The following unaudited pro forma information has been prepared assuming that
the acquisitions of Woodsmiths and Brown Jordan International occurred on
January 1, 2001.
Six months ended
(In thousands) June 28, June 29,
2002 2001
---- ----
Net sales $199,273 $189,703
Income before taxes 9,491 2,002
Net income(loss) 5,878 (206)
======== ========
7. 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.
(In thousands)
Three Months Ended Six Months Ended
June 28, June 29, June 28, June 29,
NET SALES: 2002 2001 2002 2001
--------------------------- -----------------------------
Casual products 58,495 59,602 168,595 79,575
Contract seating products 14,091 17,712 26,862 35,215
Ready to assemble products 1,768 1,939 3,816 4,180
--------------------------- -----------------------------
Total net sales 74,354 79,253 199,273 118,970
=========================== =============================
SEGMENT GROSS PROFIT:
Casual products 22,162 22,659 45,667 31,397
Contract seating products 3,593 5,190 7,475 11,108
Ready to assemble products 130 199 468 545
--------------------------- -----------------------------
Total segment gross profit 25,885 28,048 53,610 43,050
Reconciling items:
Selling, general and
administrative expenses 13,791 12,216 27,226 19,357
Amortization 183 2,321 365 4,198
--------------------------- -----------------------------
Operating income 11,911 13,511 26,019 19,495
Interest expense, net 8,356 11,277 16,528 18,543
--------------------------- -----------------------------
Income before income taxes 3,555 2,234 9,491 952
=========================== =============================
(In thousands) June 28, June 29,
2002 2001
-------------------------------
SEGMENT ASSETS:
Casual products 233,088 244,694
Contract seating products 48,311 51,620
Ready to assemble products 5,143 5,669
-------------------------------
Total 286,542 301,983
Reconciling items:
Corporate 198,690 198,586
-------------------------------
Total consolidated assets 485,232 500,569
===============================
8. Goodwill Impairment
In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement No. 141
requires that the purchase method of accounting be used for all business
combinations initiated and completed after June 30, 2001. Statement No. 142
requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually in
accordance with the provisions of the Statement. The Company adopted the
provisions of Statement 141 immediately and Statement 142 effective January 1,
2002. Pursuant to the provisions of Statement 142, the Company is required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company is required to test the intangible asset for impairment in
accordance with the provisions of the Statement. Any impairment loss will be
measured as of the date of adoption and recognized as the cumulative effect of a
change in accounting principle effective as of January 1, 2002.
During the second quarter, step 1 testing for initial indication of impairment
was completed. The results of the test indicate potential impairment in the
Casual and Contract reporting units. The Company expects to complete the second
step during the fourth quarter and, if necessary, record any impairment loss as
a cumulative effect of an accounting change, effective as of January 1, 2002.
Transitional Disclosure for Adoption of Statement 142
Pro forma results for the six months ended, assuming the elimination of goodwill
amortization, are summarized below:
(In thousands) June 28, June 29,
2002 2001
-------- --------
Net Income(loss):
As reported $5,878 $ (867)
Goodwill amortization (net of tax) -- 2,379
-------- --------
Pro forma net income $5,878 $1,512
======== ========
9. DERIVATIVES
On January 1, 2001 the Company adopted SFAS No. 133, "Accounting For Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138.
The Company enters into short term currency forward contracts to hedge currency
exposures associated with the purchase of certain raw materials and the funding
of foreign operations. At June 28, 2002 the change in fair value of these hedges
was not material.
On August 6, 2001 the Company entered into an interest rate swap agreement to
fix the interest rate on $100 million principal amount of variable rate debt
outstanding under the Senior Credit Facility. The interest rate swap is designed
to fix the adjusted LIBOR interest rate on $100 million at 5.09% through March
31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.
As of June 28, 2002, the fair value of the swap was recorded as a liability of
$3,816,000 with an offsetting entry to other comprehensive loss, net of taxes of
$1,526,000. The portion of ineffectiveness of the hedge, as determined by the
change in variable cash flows of the interest rate swap to the Senior Credit
Facility, has been expensed.
From the period of January 1, 2002 through June 28, 2002, the 3-month LIBOR
interest rate decreased approximately 5.375 basis points. While the Company's
interest on LIBOR-based borrowing decreased during this period, the fair value
of the interest rate swap decreased also. Future movements in interest rates,
particularly the 3-month LIBOR rate, will correspondingly impact the Company's
cash interest expense and the fair value of the swap.
10. Statement Of Comprehensive Loss
The components of other comprehensive loss and total comprehensive loss for the
three and six months ended June 28, 2002 are as follows:
(In thousands) Six Months Ended
June 28, June 29,
2002 2001
----------------------------------------
Net income(loss) 5,878 (867)
Change in fair value
of forward contracts - -
Change in fair value
of interest rate swap,
net of taxes (835) -
Comprehensive income
----------------------------------------
(loss) 5,043 (867)
========================================
(In thousands) Three Months Ended
June 28, June 29,
2002 2001
----------------------------------------
Net income(loss) 2,664 (293)
Change in fair value
of forward contracts - -
Change in fair value
of interest rate swap,
net of taxes (1,427) -
Comprehensive income
----------------------------------------
(loss) 1,237 (293)
========================================
Management's Discussion and Analysis of Financial Condition
And Results of Operations
Prior to the acquisition of Brown Jordan International ("BJI"), WinsLoew
Furniture, Inc. ("WinsLoew" or the "Company") completed a recapitalization
transaction wherein, the Company became a wholly-owned subsidiary of a new
holding company called WLFI Holdings, Inc. (Holdings), a Florida corporation.
In order to accomplish the recapitalization, Holdings was initially formed as
the Company's wholly-owned subsidiary. In addition to Holdings, the Company
formed another company called WLFI Merger, Inc., a Florida corporation, as a
wholly-owned subsidiary of Holdings. Then, immediately prior to the consummation
of the Brown Jordan acquisition, the Company merged with WLFI Merger, Inc. and
was the surviving corporation of the merger.
As a result of these transactions, the Company became a wholly-owned subsidiary
of the new holding company, Holdings. All shares of common stock that were
outstanding immediately prior to the merger (850,497 shares) were converted into
shares of common stock of Holdings. In addition, each warrant or option to
purchase shares of the Company's common stock was converted into a warrant or
option to purchase an equivalent number of shares of common stock of Holdings.
1,000 shares of the Company's common stock was then issued to WLFI Holdings,
Inc. Finally, by operation of the merger the separate corporate existence of
WLFI Merger ended.
Because there was no change in the stock ownership of the Company as a result of
the recapitalization, there was no change in the basis of the Company's assets
or liabilities.
General
We are a leading designer, manufacturer and distributor of a broad offering of
casual indoor and outdoor furniture and contract and hospitality products. We
also manufacture certain ready-to-assemble furniture products. Our casual
furniture includes chairs, chaise lounges, tables, umbrellas and related
accessories, which are generally constructed from aluminum, wrought iron, wood
or fiberglass. In addition, our casual line includes a variety of tables,
chairs, benches and swings for the site amenity market. 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, excluding Wabash, and contract and hospitality products are
manufactured pursuant to customer orders. We sell our furniture products to the
residential market and to the contract and hospitality market, consisting of
commercial and institutional users.
Business
We market our casual furniture products to the residential market under the
Winston, Pompeii, Brown Jordan, Vineyard and Shae Designs brand names through
approximately 67 independent sales representatives and to over 800 active
customers, which are primarily specialty patio furniture stores located
throughout the United States. In addition, we market our casual products to the
mass merchandise market under the Casual Living, Better Homes and Gardens and
Samsonite brand names.
We also market a broad line of casual furniture products in the contract markets
under the Texacraft, Tropic Craft, Pompeii and Brown Jordan brand names,
primarily through our in-house sales force, to lodging and restaurant chains,
country clubs, apartment developers and property management firms, architectural
design firms, municipalities and other commercial and institutional users. In
addition, we market a variety of products under the Wabash brand name. These
products are targeted at educational facilities, municipality and recreation
centers, hotels and motels and other institutional and corporate users.
We market our seating products to a broad customer base in the contract and
hospitality market under the Loewenstein, Lodging By Charter and Charter brand
names through approximately 24 regional independent sales organizations. Our
customers include lodging and restaurant chains, architectural design firms,
professional sports complexes, schools, healthcare facilities, office furniture
dealers, retail store planners and other commercial and institutional users in
the contract and hospitality market. We manufacture over 300 distinct models of
seating products ranging from traditional to contemporary styles of chairs, as
well as reception area love seats, sofas and stools. We design, assemble and
finish our seating products with component parts from a variety of suppliers,
including a number of Italian manufacturers.
Over the past several years, we have undertaken a number of initiatives to
strengthen and grow our core casual furniture and seating businesses. We have
focused resources on our core business and disposed of non-core or unprofitable
operations. In 1997, we sold our wrought iron furniture business, and in 1998 we
discontinued and sold or liquidated certain of our ready-to-assemble furniture
operations. We also embarked on a focused acquisition program to broaden our
core product offering in the casual segment that, to date, has resulted in the
acquisitions of Tropic Craft, a manufacturer of casual furniture sold into the
contract markets; Pompeii, a manufacturer of upper-end casual furniture sold
into both the residential and contract markets; Brown Jordan, a manufacturer
whose products serve the premium to unlimited market categories in both retail
and contract markets and Casual Living Worldwide who markets to national
retailers and specialty patio stores under a variety of brand names in the
moderate to lower price points; and Wabash Valley, a manufacturer of site
amenities products in the institutional and corporate markets. Our balanced
approach to growth has also resulted in acquisitions to complement our seating
segment. These acquisitions included Stuart Clark and Charter during 2000, both
of which manufacture upholstered furniture for the hospitality industry. In
addition, the Company purchased The Woodsmiths Company in March 2001. Woodsmiths
is a manufacturer of custom tabletops for the contract and hospitality markets.
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
------------------------------------------------
June 28, 2002 June 29, 2001
------------------------ -----------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- ------- ------ ------- ------ ------
Casual furniture $ 58,495 $22,162 37.9% $59,602 $22,659 38.0%
Contract/Hosp. 14,091 3,593 25.5% 17,712 5,190 29.3%
RTA 1,768 130 7.4% 1,939 199 10.3%
------- ------- ------- ------
Total $ 74,354 $25,885 34.8% $79,253 $28,048 35.4%
======= ======= ======= =======
Six Months Ended
------------------------------------------------
June 28, 2002 June 29, 2001
------------------------ -----------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------- ------- ------ ------- ------ ------
Casual furniture $168,595 $45,667 27.1% $ 79,575 $31,397 39.5%
Contract/Hosp. 26,862 7,475 27.8% 35,215 11,108 31.5%
RTA 3,816 468 12.3% 4,180 545 13.0%
------- ------- ------- ------
Total $199,273 $ 53,610 26.9% $118,970 $43,050 36.2%
======= ======= ======= =======
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 Six Months Ended
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
----------------------------- ---------------------------
Gross margin 34.8% 35.4% 26.9% 36.2%
Selling, general and
administrative expense 18.5% 15.4% 13.7% 16.3%
Amortization 0.2% 2.9% 0.2% 3.5%
Operating income 16.0% 17.1% 13.0% 16.4%
Interest expense, net 11.2% 14.2% 8.3% 15.6%
Income before income taxes 4.8% 2.8% 4.8% 0.8%
Net income(loss) 3.6% -0.4% 2.9% -0.7%
Comparison of Three Months Ended June 28, 2002 and June 29, 2001
For purposes of this discussion, "pro forma" refers to the estimated
consolidated results had the acquisitions of Woodsmiths and Brown Jordan
International occurred on January 1, 2001.
Net Sales
The Company's actual consolidated net sales for the second quarter 2002, $74.4
million decreased $4.9 million or 6.2% from $79.3 million in the second quarter
of 2001. The Company's consolidated net sales for the second quarter of 2002
decreased $16.2 million or 17.9% compared to pro forma net sales of $90.6
million in the second quarter of 2001. Casual net sales for the second quarter
of 2002 decreased by 17.6%, on a pro forma basis, from the same period in 2002,
as a result of the weakness in the retail and mass merchandise markets. The
contract and hospitality product line experienced a net sales decrease of 20.4%
resulting from the continued sluggishness in construction and refurbishing
projects in the hospitality industry. The RTA product line experienced a sales
decrease of 8.9% due to lost floor space with a major mass merchandiser and a
significant customer exiting the catalog market.
Gross Margin
Actual gross margin in the second quarter of 2002 decreased $2.1 million or
7.5% to $25.9 million compared to $28.0 million in the second quarter of 2001.
Actual gross margin percentage decreased from 35.4% in the second quarter of
2001 to 34.8% in the second quarter of 2002. This decline results primarily from
volume. On a pro forma basis, consolidated gross margin decreased $4.4 million
in the second quarter of 2002 or 7.3% compared to $30.3 million in the second
quarter of 2002. Consolidated gross margin as a percent of net sales increased
in the second quarter of 2002 to 34.8% compared to pro forma gross margin of
33.4% for the same period in 2001. For the second quarter of 2002, gross margin
percentage was improved, on a pro forma basis, resulting from margin improvement
measures and a favorable mix impact from lower mass merchandise sales. While
gross margins in the casual market decreased by $3.0 million in the second
quarter of 2002 on a pro forma basis, the pro forma margin percent increased
from 35.4% in the second quarter of 2001 to 37.9% in the corresponding period of
2002, reflecting the cost reduction measures and favorable mix.
The gross margin for contract and hospitality declined to 25.5% in the second
quarter of 2002, compared to 29.3% in the second quarter of 2001. The decline is
primarily volume related. Gross margins in the RTA product line decreased from
10.3% in the second quarter of 2001 to 7.4% during the second quarter of 2002,
also reflecting volume decline.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $1.6 million in the
second quarter of 2002, compared to the second quarter of 2001. This increase
reflects the impact of acquisitions in 2001. On a pro forma basis, expenses
decreased $0.2 million or 0.4% from the second quarter of 2001.
Amortization
Amortization expense decreased by $2.1 million in the second quarter of 2002,
compared to the second quarter of 2001. This decrease results from the Company
adopting the provisions of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. (See Note 8) As a result of this
pronouncement, goodwill has not been amortized during the second quarter of
2002. Other definite lived intangible assets such as non-compete agreements and
patents and trademarks continue to be amortized.
Operating Income
As a result of the above, operating income decreased by $1.6 million, to $11.9
million (16.0% of net sales) in the second quarter of 2002, compared to $13.5
million (17.1% of net sales) in the second quarter of 2001.
Interest Expense
Interest expense decreased by $2.9 million in the second quarter of 2002,
compared to the second quarter of 2001. The decrease reflects $2.6 million of
loan cost write-off that was recorded as a result of the Brown Jordan
International acquisition in 2001. This amount was presented as an extraordinary
item, net of taxes in the third quarter of 2001.
Provision for Income Taxes
The Company's effective tax rate for the second quarter of 2002 was 25.1%
compared to 113.2% for the second quarter of 2001. The decrease in effective tax
rates is primarily due to the Company's adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. (See Note 8)
As a result of this pronouncement, goodwill has not been amortized during the
second quarter of 2002. In addition, the 2002 tax rate reflects deductible
interest expense on notes payable held by the parent, WLFI Holdings. (See Note
1) The effective tax rate for the second quarter of 2001 is greater than the
federal statutory rate primarily due to the effect of state income taxes and
non-deductible goodwill amortization.
Comparison of Six Months Ended June 28, 2002 and June 29, 2001
For purposes of this discussion, "pro forma" refers to the estimated
consolidated results had the acquisitions of Woodsmiths and Brown Jordan
International occurred on January 1, 2001.
Net Sales
The Company's actual consolidated net sales for the first six months of 2002,
$199.3 million increased $80.3 million or 67.5% from $119.0 million for the
first six months of 2001. On a pro forma basis, WinsLoew's consolidated net
sales for the first six months of 2002 increased $9.6 million or 5.1% compared
to pro forma net sales of $189.7 million during the same period of 2001. Aided
by strong shipments in the mass market channel during the first quarter of 2002,
net sales in the casual segment increased $19.0 or 12.7% during the first six
months of 2002 compared to pro forma net sales of $149.6 million in the first
six months of 2001. The contract and hospitality product line experienced a pro
forma net sales decrease of 25.1% in the first half of 2002 when compared to the
same period in 2001. This decline is attributable to a slowdown in construction
and refurbishing projects in the hospitality industry. The RTA product line
experienced a sales decrease of 8.7% due to lost floor space with a major mass
merchandiser and a significant customer exiting the catalog market.
Gross Margin
Actual gross margin in the first six months of 2002 increased $10.5 million or
24.4% to $53.6 million compared to $43.1 million in the first six months of
2001. On a pro forma basis, consolidated gross margin decreased $3.1 million in
the first six months of 2002 or 5.5% compared to $56.7 million in the first six
months of 2001. Consolidated gross margin as a percent of net sales decreased in
the first six months of 2002 to 26.9% compared to pro forma gross margin of
29.9% for the same period in 2001. This margin percentage decline is primarily
the result of a first quarter 2002 sales mix in casual, which was weighted to
mass market products, which carry lower margins than retail casual.
Specifically, the casual segment experienced a decline in pro forma gross margin
percent from 30.1% during the first six months of 2001, to 27.1% during this
same period in 2002.
The gross margin for contract and hospitality declined to 27.8% in the first
six months of 2002, compared to 31.5% in the first six months of 2001.
Additionally, contract and hospitality pro forma gross margin declined from
31.0% during the first six months of 2001. The decline is attributable to
volume. Gross margins in the RTA product line decreased from 13.0% in the first
half of 2001 to 12.3% during the first half of 2002, also reflecting volume
decrease.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $7.9 million in the
first six months of 2002, compared to the same period of 2001. On a pro forma
basis, expenses decreased $0.1 million from the first six months of 2001.
Amortization
Amortization expense decreased by $3.8 million in the first six months of 2002,
compared to the first six months of 2001. This decrease results from the Company
adopting the provisions of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. (See Note 8) As a result of this
pronouncement, goodwill has not been amortized during 2002. Other definite lived
intangible assets such as non-compete agreements and patents and trademarks
continue to be amortized.
Operating Income
As a result of the above, operating income increased by $6.5 million, to $26.0
million (13.0% of net sales) in the first six months of 2002, compared to $19.5
million (16.4% of net sales) in the same period of 2001.
Interest Expense
Interest expense decreased by $2.0 million in the first six months of 2002,
compared to the first six months of 2001. The decrease reflects additional debt
assumed in support of acquisitions which has been offset by lower interest
rates. In addition, 2001 interest expense includes $2.6 million of loan cost
write-off that was recorded as a result of the Brown Jordan International
acquisition in 2001. This amount was presented as an extraordinary item, net of
taxes in the third quarter of 2001.
Provision for Income Taxes
The Company's effective tax rate for the first six months of 2002 was 38.1%
compared to 191.1% for the first six months of 2001. The decrease in effective
tax rates is primarily due to the Company's adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. (See Note 8)
As a result of this pronouncement, goodwill has not been amortized during the
second quarter of 2002. In addition, the 2002 tax rate reflects deductible
interest expense on notes payable held by the parent, WLFI Holdings. (See Note
1) The effective tax rate for the first six months of 2001 is greater than the
federal statutory rate primarily due to the effect of state income taxes and
non-deductible goodwill.
Seasonality and Quarterly Information
Sales of retail 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. Mass merchandise casual products are typically higher in the
fourth and first quarters as mass merchants warehouse product in preparation for
the spring season. The timing of shipments to mass merchants can cause
significant swings in revenue from quarter to quarter. Specifically in 2002,
revenues from mass merchandise shipments were significantly higher in the first
quarter than those in the second quarter. In addition, such revenue swings have
a significant impact on gross margins as the mass merchandise shipments carry a
lower gross margin than the retail casual segment. Weather conditions during the
peak retail selling season and the resulting impact on consumer purchases of
outdoor furniture products can also affect sales of our casual products. The
furniture industry is cyclical and sensitive to changes in general economic
conditions, consumer confidence, discretionary income, and interest rate levels
and credit availability.
The results of operations for any interim quarter are not necessarily indicative
of results for a full year.
Liquidity and Capital Resources
The Company's short-term cash needs are primarily for debt service and working
capital, including accounts receivable and inventory requirements. The Company
has historically financed its short-term liquidity needs with internally
generated funds and revolving line of credit borrowings. The Company actively
monitors its cash balances and applies available funds to reduce borrowings
under its long-term revolving line of credit. At June 28, 2002, the Company had
$40.7 million of working capital and $46.5 million of unused and available funds
under its revolving credit facility.
In addition to the Senior Credit Facility, the Company has $105 million of
Senior Subordinated Notes ("notes") which require interest and principal
repayments. The notes require semi-annual interest payments, which commenced in
February 2000 and will mature in August 2007. Borrowings under the new senior
credit facility require quarterly interest payments, which commenced in June
2001.
The Company's Senior Credit Facility restricts the Company from making cash
interest payments on the notes issued by Holdings, the parent. Such interest
payments are satisfied through the issuance of additional notes in amounts equal
to the interest due. These notes are the result of debt incurred in the
acquisition of BJI.
We believe that existing sources of liquidity and funds expected to be generated
from operations will provide adequate cash to fund our anticipated working
capital needs. Significant expansion of our business or the completion of any
material strategic acquisitions may require additional funds which, to the
extent not provided by internally generated sources, could require us to seek
access to debt or equity markets.
Operating cash flows are closely correlated to demand for the Company's
products. A decrease in demand for the Company's products would impact the
availability of these internally generated funds. Further, the Company's
revolving line of credit is contingent upon the Company maintaining particular
debt covenants. Failure to comply with these covenants would impact the
availability of funds on the revolving credit line. At the end of the second
quarter of 2002, the Company was in compliance with all Senior Debt covenants.
Cash Flows from Operating Activities. Cash provided by operating activities was
$28.1 million and $18.6 million for the first six months of 2002 and 2001
respectively. The increase in cash provided results primarily from an earnings
increase and changes in other accrued liabilities.
Cash Flows from Investing Activities. Cash provided by investing activities was
$0.7 million in the first six months of 2002 and cash used in investing
activities was $117.4 million during the first six months of 2001. Cash invested
during 2001 included $116.9 million in support of acquisitions. Cash provided by
investing activities in 2002 include $2.0 million in proceeds from sale of the
Company's airplane.
Cash Flows From Financing Activities. Net cash used in financing activities was
$30.2 million during the first six months of 2002 and cash provided by investing
activities was $103.1 million during the first six months of 2001. In 2002, cash
was principally used to retire revolving and term debt. Financing activities
during the first six months of 2001 focused on the Company's acquisition of
Brown Jordan International and simultaneous restructuring of the Company's
Senior Credit Facility. Specifically, proceeds for the BJI acquisition and
Senior Credit Facility payoff were $201.8 million under the Company's new Senior
Credit facility and $50.9 million of equity investment. Of these amounts, $147.3
million was used to payoff the existing Senior Credit Facility and $105.4
million was used for the acquisition of BJI, including payoff of funded
indebtedness.
Foreign Exchange Forward Contracts
The Company purchases some raw materials from several Italian suppliers. In
addition, the Company funds some expenses for its Juarez, Mexico manufacturing
facility. These transactions expose the Company to the effects of fluctuations
in the value of the U.S. dollar versus the Euro and Mexican Peso. If the U.S.
dollar declines in value versus these foreign currencies, the Company will pay
more in U.S. dollars for these transactions. 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 Euros and Mexican Pesos at a predetermined exchange rate and thereby
transfer the risk of subsequent exchange rate fluctuations to a third party.
Consequently, the Company elected to hedge a portion of its exposure to
purchases made in 2002 by entering into foreign currency forward contracts for
the Euro, with a value of $1.5 million, of which $0.8 million was outstanding
and unsettled at June 28, 2002. Further, the Company entered into Mexican Peso
forward contracts during the first quarter. Currently the Company has forward
contracts on the Mexican Peso extending through December 2002, with $2.4 million
outstanding and unsettled at June 28, 2002. The Company has not incurred
significant gains or losses during 2002 as a result of these foreign currency
transactions. The Company's hedging activities relate solely to its component
purchases in Italy and operations funding in Mexico. The Company does not
speculate in foreign currency.
Inflation has not had a significant impact on the Company in the past three
years and management does not expect inflation to have a significant impact in
the foreseeable future.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we are subject to legal proceedings and other claims arising
in the ordinary course of our business. We maintain insurance coverage against
potential claims in an amount that we believe to be adequate. Based primarily on
discussions with counsel and management familiar with the underlying disputes
and except as described below, we believe that we are not presently a party to
any litigation, the outcome of which would have a material adverse effect on our
business, financial condition, results of operations or future prospects.
Item 4. Submission of Matters to a Vote of Security Holders
(a) None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(1) Filed herewith
(b) Reports on Form 8-K
None
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.
BROWN JORDAN INTERNATIONAL,INC
By:/s/ Bruce R. Albertson
August 8, 2002 Bruce R. Albertson
President and Chief Executive Officer
August 8, 2002 By:/s/ Vincent A.Tortorici, Jr.
----------------------------
Vincent A. Tortorici, Jr.
Chief Financial Officer