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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED NOVEMBER 2, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ----- TO -----
COMMISSION FILE NUMBER 1-11577
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FALCON PRODUCTS, INC.
DELAWARE 43-0730877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9387 DIELMAN INDUSTRIAL DRIVE, ST. LOUIS, MISSOURI 63132
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (314) 991-9200
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $.02 PER SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
------------------------
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K: [ ]
As of January 21, 1997, the Registrant had 9,689,086 shares of Common
Stock outstanding. The aggregate market value of the shares of Common Stock
held by nonaffiliates of the Registrant as of January 21, 1997, was
approximately $95.4 million, based upon the closing stock price as reported
on the New York Stock Exchange on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended November 2, 1996, are incorporated by reference into Parts
II and IV of this Report.
Portions of the Registrant's Proxy Statement for the 1997 Annual Meeting
of Stockholders to be held March 18, 1997, are incorporated by reference into
Part III of this Report.
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TABLE OF CONTENTS
PAGE
----
PART I
- - - - ------
ITEM 1. Business 3
ITEM 2. Properties 9
ITEM 3. Legal Proceedings 10
ITEM 4. Submission of Matters to a Vote of Security Holders 10
ITEM 4A. Executive Officers of the Registrant 10
PART II
- - - - -------
ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 11
ITEM 6. Selected Financial Data 11
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
ITEM 8. Financial Statements and Supplementary Data 12
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III
- - - - --------
ITEM 10. Directors and Executive Officers of the Registrant 12
ITEM 11. Executive and Director Compensation 12
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management 12
ITEM 13. Certain Relationships and Related Transactions 12
PART IV
- - - - -------
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
SIGNATURES 16
- - - - ----------
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FALCON PRODUCTS, INC.
FORM 10-K
When used herein, the term "Company" refers to the Registrant, Falcon
Products, Inc. and its subsidiaries.
This Report on Form 10-K contains certain forward-looking statements
within the meaning of the federal securities laws which, while reflective of
management's beliefs or expectations, involve certain risks and
uncertainties, many of which are beyond the control of the Company.
Accordingly, the Company's actual results and the timing of certain events
could differ materially from those discussed herein.
PART I
ITEM 1. BUSINESS.
GENERAL
The Company designs, manufactures and markets an extensive line of
furniture and related products for the foodservice, office, hospitality,
healthcare and retail markets, including table bases, table tops, metal and
wood chairs, booths, interior decor systems and wire shelving. The Company
manufactures most of its products to customer order from basic raw materials.
The Company markets its products to a wide variety of customers, including
wholesale distributors, buying groups, architectural design firms, office
furniture dealers and end users, through a combination of its own direct
factory sales force and independent manufacturer's representatives.
PRODUCTS
Furniture Products. The Company's principal products consist of table
bases, table tops, wood and metal chairs and booths. The Company's table
bases are produced in a variety of sizes, styles and finishes and are
utilized by restaurants, hotels, offices, cafeterias, hospitals, airports,
universities, country clubs and other commercial locations where food is
served. Thirty-three styles of table bases are finished to order in one of
the Company's 59 standard catalog powder coat paint finishes or seven
designer plated finishes and also may be painted to match a customer's custom
finish requirements. Table bases either may be combined with table tops
produced by the Company to create complete tables for sale to customers or
may be used by a customer in connection with other table tops. The Company
also has a number of original equipment manufacturer customers who purchase
its table bases for use with their own table tops.
Table tops are manufactured by the Company in a number of standard
sizes and shapes and in a variety of finishes, including wood veneers,
fiberglass, high-pressure laminate patterns and solid wood. Edge treatments
for the table tops are available in vinyl, laminate, wood or metal. Wood
edges are machined to one of 30 standard catalog edge treatments on machinery
especially designed for the production of custom contract quality products.
Wood edge, veneer and butcher block tops are stained with one of the
Company's 79 standard color finishes and sealed and sprayed with a durable
catalyzed top coat. The Company also has the capability of manufacturing
custom table tops in a wide variety of customer-specified sizes, shapes and
finishes. Table tops are typically sold with a base produced by the Company
but may be purchased separately.
The Company produces wood chairs in many styles from a variety of wood
types and in many standard upholstery fabric and vinyl coverings. The
majority of these chairs are assembled from machined parts purchased in
Europe. For upholstered products, the customer may select one of the
Company's 77 standard catalog vinyls or 369 contract-quality fabrics or may
specify or supply its choice of materials. Wood chairs are finished with one
of the Company's 37 standard colors or the customer may specify or supply its
choice of finish material. A durable seal coat and top coat finish are also
applied to all wood chairs.
The Company's metal stacking chairs are available in a wide variety of
styles and are used primarily in multi-use room situations where it is
necessary to store the chairs for certain functions, such as in training and
banquet facilities. Metal chairs may be upholstered in one of the Company's
standard catalog vinyls or fabrics or in customer-furnished or
customer-specified materials and may be plated or powder coat painted in one
of 59 standard catalog finishes or in a customer-designated custom finish.
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Booths manufactured by the Company are available in 37 standard catalog
styles and numerous customer-specified styles, some of which are suitable for
outdoor applications. Booths can be manufactured in wood, metal or
fiberglass and may be upholstered in one of the Company's standard catalog
vinyls or fabrics or in customer-designated or supplied coverings. Exposed
wood is color matched to customer specifications and top coated with the same
durable catalyzed finish used on the Company's table tops and other wood
products.
The combination of the Company's broad line of furniture products and
its vertical manufacturing capabilities enable it to offer a complete
commercial interior decor package to its customers with significant design
flexibility and short lead times. The Company integrates certain of its
products into complete interior decor systems, which include all furniture,
booths, walls, wood trim and casegoods components. These turnkey decor
packages include casegood components such as counters, bars, divider walls,
planter units, salad bars and stands produced in a variety of high-pressure
laminates which are manufactured by the Company, delivered to the customer
site and installed by employees or Company-trained subcontractors. These
packages are suitable for either new foodservice installations or remodeling
existing facilities.
Wire Shelving and Kitchen Equipment. The Company's wire shelving
systems are manufactured by the Company's William Hodges division for use in
the foodservice industry for the storage of food products, including
in-freezer storage of perishable foods. These shelving systems are comprised
of steel wire, which forms the horizontal surface of the shelf, steel strips,
which form the perimeter of the shelf, steel posts, which support the shelf,
and plastic supports, which affix the shelf to the posts, and are available
in zinc, chrome and epoxy finishes. Wire shelving is also produced in
stainless steel for use in extremely harsh environments. Among the other
items of metal kitchen equipment produced by the Company are fry baskets,
strainers and whips.
MARKETING AND DISTRIBUTION
Domestic Sales of Furniture and Wire Shelving Products. The Company
sells its furniture products throughout the United States to a wide variety
of customers, including restaurant supply dealers, architectural design
firms, office furniture dealers, mass merchandisers, OEM's and chain
restaurants. These products are marketed through a combination of 28 direct
factory sales representatives employed by the Company and 9 independent
manufacturer's representatives organizations. Most sales representatives are
assigned to geographical territories. The efforts of these factory and
independent sales representatives are directed by the Company's Senior Vice
President-Sales, Vice President-Office and Hospitality, Vice President-Sales,
the hospitality sales manager and the Company's three regional sales managers.
The Company's William Hodges division sells its product to the
foodservice, healthcare and material handling markets throughout the United
States through 44 independent manufacturer's representatives organizations
which are directed by the Company's Vice President-Hodges and two regional
sales managers.
Each factory and independent sales representative (i) is assigned a
territory in which to promote and sell the Company's products, (ii) assists
in the collection of receivables and resolution of any complaints with regard
to his or her sales, and (iii) receives commissions based on the net sales
made in his or her territory. The Company determines the prices at which its
products will be sold and may refuse to accept any orders submitted by a
sales representative for credit-worthiness or other reasons. The Company's
independent sales representatives do not carry competing lines.
The Company's marketing programs assist its representatives in various
ways. The Company (i) conducts extensive training programs to better educate
its sales representatives with respect to the design, manufacture, variety
and decor applications of the Company's products, (ii) provides restaurant
supply and office furniture dealers, mass merchandisers, architectural
designers, OEM's and other customers with catalog materials, samples and
brochures, (iii) maintains a 37-person customer service department that
ensures that the Company promptly responds to the needs and orders of its
customers, (iv) exhibits its products at national and regional furniture
shows and leases a showroom in the Merchandise Mart in Chicago, (v) maintains
regular contact with key customers, and (vi) conducts ongoing surveys to
determine customer satisfaction.
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Flight. The Company's office and other furniture products are also
marketed through the Company's "Flight" network of approximately 290
independent office furniture dealers and 210 secondary dealers. Flight
dealers distribute the Company's furniture products to a wide variety of
commercial users and office furniture retailers and provide the Company with
access to incremental sales opportunities. The Flight network is designed to
both distribute the Company's office furniture products and cross-sell its
foodservice furniture products. The Company utilizes its direct factory
sales force and independent sales representatives, under the supervision of
the Company's Vice President - Office and Hospitality, to call upon existing
and prospective Flight dealers.
International Sales. The Company's products are marketed throughout
Europe through an exclusive distribution agreement with an European
distributor. The Company acquired Falcon Mimon, a.s., a furniture manufacturer
located in Mimon, Czech Republic ("Falcon Mimon") in September 1994. Management
believes that the manufacturing capabilities of Falcon Mimon will complement the
distribution network and will position the Company to take advantage of
opportunities in Europe.
Distribution of the Company's products in Asia and the Pacific Rim is
achieved through exclusive distribution arrangements in Japan, Hong Kong, and
South Korea. The Company plans to augment its existing distribution
agreements during 1997 with additional distribution arrangements in
other countries in the Pacific Rim. The Company's international sales
efforts are supported by three dedicated customer service personnel. During
1996, 1995 and 1994, foreign operations and export sales were $10.9, $9.7
million, and $4.8 million, respectively. Of these amounts, $3.8 million
and $4.0 million of sales in 1996 and 1995, respectively, were made directly
from the Company's Mimon location.
National Accounts. The Company's National Accounts program targets
the major restaurant chains in the United States. The Company's National
Accounts sales force consists of 12 employee sales representatives and 13
independent sales representatives that are directed by the Company's Vice
President-National Accounts and two regional sales managers. The Company
believes that its vertically integrated manufacturing capabilities allow it
to better serve these customers than most of its competitors and that its
design, installation and service capability are particularly suited for many
of these customers. The National Accounts sales force develops original
design concepts, including seating layouts and product specifications for
each customer based on the customer's requirements. The Company's National
Accounts sales force is supported by 18 customer service representatives, 25
quotation and design services personnel and eight product engineers, located
at the Company's Newport, Tennessee and City of Industry, California
manufacturing facilities.
PRODUCT DESIGN AND DEVELOPMENT
The Company's design and engineering group consists of three designers
and seven engineers. The designers work primarily with sales and marketing
personnel in support of the Company's complete decor systems for its National
Accounts program. The Company's engineering staff utilizes the Company's
computer aided design system to provide layout and configuration advice to
customers who are integrating the Company's furniture products into their
facilities and to design casegoods and other components. The design and
engineering group also assists the Company's product design engineers in the
development of new products.
The Company's Product Development team, which is comprised of sales,
marketing, purchasing, engineering and financial personnel, strives to
produce customer satisfaction and competitively priced products by constantly
improving the Company's product lines. The Product Development team has a
formalized charter and a plan that not only will account for new product
introductions, but has identified market trends and includes product
development to accommodate those trends. The Company has three full-time
product design engineers who report to the Product Development team and are
responsible for the design of new product introductions. Product designs are
also purchased from time to time from outside sources to supplement the
Company's internal design capabilities.
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MANUFACTURING
The Company's manufacturing facility in Newport, Tennessee, produces
table bases, table tops, millwork, casegoods and booths. Table bases are
produced from iron castings and from wood. Cast iron table bases are sent
to the Newport facility in truck load quantities from the Company's gray iron
foundry in Juarez, Mexico, and are finished to meet customer requirements.
Table tops, which may be combined with the Company's table bases to produce a
complete table, are produced from solid wood or particle board core with a
laminate or wood veneer surface, receive various edge treatments and finishes,
and are sealed and sprayed with a durable top coat. Millwork and casegoods,
which are produced primarily to support the National Accounts program, are
manufactured at the Newport facility from lumber that is purchased in truck
load quantities, dry-kilned and rough-planed. The lumber is then planed to a
finish dimension, cut to the appropriate length and width and profiled with
special edge treatments. The product is then assembled to engineering
specifications and finished with a durable catalyzed finish. Booths are
produced from rough lumber that is cut and prepared in a millroom at the
facility, covered or color-matched to customer specifications and top coated
with the same durable catalyzed finish used on the Company's table tops and
other wood products.
The Company's facility in Lewisville, Arkansas, produces wood chairs.
Approximately 20% of the facility's wood chairs are produced entirely in
house, with the balance assembled from machined parts imported from Falcon
Mimon or other European suppliers. The Company purchases these parts in
container loads and then assembles and finishes the chairs to customer order.
To provide consistency and speed to the finishing process, a conveyorized
paint line is utilized with spray booths and drying ovens positioned to allow
proper flash off and curing times between finishing steps.
The Company's facility in Belmont, Mississippi, produces metal chairs
that are marketed to the restaurant, banquet, retail distribution, office,
and healthcare markets. Most chairs are manufactured totally in-house
through a process of metal bending, fabrication, semi-automatic welding and
upholstering. All metal chairs, including the Company's line of metal office
chairs imported from Italy, are then finished to customer requirements
through plating or powder coat painting.
The Company's facility in Belding, Michigan, acquired as part of the
acquisition of the assets of Charlotte Company, Inc., produces metal, wood
and upholstered chairs and tables, which are principally marketed into the
office environment and upscale dining areas. The facility's high quality
woodworking, wood finishing and upholstery operations combine to produce
fully finished furniture to customer specifications.
The Company's facility in City of Industry, California, acquired as
part of the acquisition of the assets of Decor Concepts, produces fiberglass
booths, table tops, millwork and casegoods, metal chairs, wood chairs and fully
upholstered seating; finishes raw table bases received from the Company's Juarez
facility; and upholsters finished wood chair frames received from the Company's
Tijuana facility. In addition to manufacturing these additional products, this
facility also serves as a central distribution center for products manufactured
at other Falcon locations destined for the western United States.
The Company's facility in Anaheim, California, produces wood chairs
and fully upholstered seating suited for guest rooms, public areas and dining
areas of hotels, resorts and country clubs. These products are manufactured
from rough lumber that is planed to a finish dimension, cut to the appropriate
dimensions and profiled to meet engineering specifications. The chair frames
are then finished and upholstered to customer order.
The Company's facility in Tijuana, Mexico, manufactures casegoods and wood
chairs that are primarily suited for the lodging and hospitality markets. Most
of the chair frames manufactured and finished in this factory are shipped to the
City of Industry plant for upholstering or consolidation with other Falcon
products before the products are shipped to customers.
The Company's facility in Juarez, Mexico, produces iron castings which
are finished into table bases at other Falcon facilities. Molds for the
table bases are produced by packing sand around an aluminum match plate.
Many of the raw materials used at the facility are readily available in the
Juarez area. The bases are finished and painted with a powder coat paint in
Juarez prior to shipment or if the bases are to be chrome plated, they are
polished in Juarez prior to shipment to other Falcon factories. A small
portion of this facility's production is shipped, generally in truck-load
quantities, directly to the Company's customers. The Company's foundry utilizes
an emission-free electric furnace and has a melting capacity of 110,000 pounds
per day.
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The Company's facility in Mimon, Czech Republic, produces wood chairs
and wood chair parts for export and sale within the Czech Republic.
Approximately 30% of this facility's production is for chair parts shipped to
the Company's facility in Lewisville, Arkansas, for assembly and final
finishing. This facility also exports finished chairs and chair parts to
customers in Europe, the Pacific Rim and North America. This facility has wood
drying, machining and bending capabilities to produce chair frames from raw
lumber and finishing and upholstery capabilities to complete fully finished
chairs to customer specifications.
The Company's facility in St. Louis, Missouri, produces wire shelving
systems and metal kitchen equipment. The production of wire shelving systems
begins with the receipt by the Company of unprocessed coiled steel wire and
stripping which are straightened, cut to length and welded into the shelving
systems. Much of the cutting and welding process is performed by numerically
controlled automated equipment. Raw steel tubing is purchased in appropriate
lengths and shelf support grooves are pressed into the tubing. Other steel
products for the foodservice industry, such as fry baskets, strainers and
whips, are produced at the facility from raw wire and wire mesh through a
manual cutting and welding process.
RAW MATERIALS
The Company manufactures most of its products to customer order from
basic raw materials. The Company utilizes a variety of raw materials in the
manufacture of its products, including rough lumber, laminates, particle
board, metal tubing, steel wire, scrap iron and various plastic components,
all of which the Company believes are in abundant supply and available from a
variety of sources. The Company has no long-term supply contracts with any
of its suppliers and it has experienced no significant problems in obtaining
raw materials for its operations.
Certain products sold by the Company, including unfinished wood chair
frames and frame components and tubular steel stacking chair components, are
purchased by the Company from other sources. The Company has not experienced
difficulty in obtaining sources to produce these products and believes that
alternative arrangements could be made to obtain these products should the
need arise. The Company subcontracts for all of its metal plating functions,
and the epoxy coating functions for its Williams Hodges division, with
companies located in the local area where the particular product is produced.
BACKLOG
As of November 2, 1996, the Company's backlog of orders for its
products believed to be firm was approximately $17.7 million, as compared to
$10.5 million at October 28, 1995. Due to the Company's short delivery time,
backlog of orders is typically not considered a significant measure of future
sales.
COMPETITION
The foodservice, office furniture and hospitality segments of the
furniture industry are fragmented and highly competitive with respect to each of
the products manufactured by the Company. The Company believes its competitive
strengths are its vertically integrated manufacturing, its emphasis on
customer service and support, its reputation for quality and responsiveness
to its customers, the one-stop shopping advantage made possible by the wide
variety of products offered by the Company and its ability to design,
manufacture and install turnkey interior decor systems. The Company competes
for sales of each of its products with numerous domestic and foreign
manufacturers, many of which have financial and other resources greater than
the Company.
EMPLOYEES
As of December 31, 1996, the Company employed approximately 1,303
persons in its seven domestic operations, 385 in its manufacturing facilities
in Mexico, and 272 in its manufacturing facility in Mimon, Czech Republic.
Approximately 50 persons were employed in sales, 271 persons in
administration and 1,639 in manufacturing.
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TRADEMARKS AND PATENTS
The Company has registered the "FALCON", "CHARLOTTE", "FLIGHT" and
"GENESIS" trademarks with the United States Patent and Trademark Office.
Management believes that the Company's trademark position is adequately
protected in all markets in which the Company does business. The Company
has received mechanical patents on certain of its furniture mechanisms and
components. The Company believes that while its patents and trademarks
have value, it is not dependent upon patents, trademarks, servicemarks or
copyrights.
GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS
The Company's operations must meet extensive federal, state, and local
regulatory standards in the areas of safety, health and environmental
pollution controls. Historically, these standards have not had any material
adverse effect on the Company's sales or operations. Management believes
that its plants are in compliance in all material respects with all
applicable federal, state, and local laws and regulations concerned with
safety, health and environmental protection.
ACQUISITIONS
In October 1996, the Company acquired the assets and assumed
certain liabilities of The Chair Source. The Chair Source manufactures wood
and upholstered seating in Anaheim, California and distributes these products
primarily to the hospitality, lodging and foodservice markets. Falcon purchased
the net assets for 241,400, newly issued shares of common stock valued at $3.3
million, subject to working capital level adjustments, plus a total of 75,000
shares of common stock to be issued over a three-year period, subject to certain
contingencies.
In February 1996, the Company acquired substantially all of the assets
and assumed certain liabilities of a manufacturing facility located in
Tijuana, Mexico. This facility specializes in manufacturing upscale wood and
upholstered seating primarily for the lodging and hospitality industries.
The total purchase price for this facility was approximately $500,000 and was
funded by the Company with its available cash reserves.
In September 1995, the Company acquired the interior decor business and
related assets, and assumed certain liabilities, relating to that business
from Omni Inc. The Company operates this business under the tradename Decor
Concepts, which was a tradename used by Omni Inc. for a substantial portion
of that business. Decor Concepts is a manufacturer of interior decor
products, including seating, tables and casegoods for restaurant chains. The
total purchase price for the transaction was approximately $1,540,000.
Approximately $1,095,000 of this price was paid at closing with the remainder
paid after the final valuation of certain assets was determined. This
transaction was funded by the Company with available cash reserves.
In September 1994, the Company acquired a 67% controlling interest in
Falcon Mimon, a furniture manufacturer in the Czech Republic, pursuant to an
agreement with the government of the Czech Republic. The total cost to
acquire the 67% interest in Falcon Mimon was approximately $2.3 million and
was funded from the Company's available cash reserves. Under terms of the
purchase agreement, the Company invested an additional $2.5 million in Falcon
Mimon during 1995 and 1996 to acquire equipment and make certain plant
improvements. This additional investment increased the Company's ownership
interest in Falcon Mimon to approximately 84%.
In January 1994, the Company acquired substantially all of the assets
and assumed certain liabilities of Charlotte Company, Inc. located in
Belding, Michigan. Charlotte is an 82 year old company that specializes in
the production and distribution of high quality wood and metal seating and
tables geared toward the office and upper end restaurant and lodging
applications. The total purchase price for this transaction was
approximately $3.4 million and was funded by the Company from its available
cash reserves.
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ITEM 2. PROPERTIES.
The following table provides information with respect to each of the
Company's manufacturing facilities:
BUILDING AREA
LOCATION (SQUARE FEET) PRODUCTS LEASE/OWNERSHIP TERMS
-------- ------------- -------- ---------------------
Newport, Tennessee 370,000 Table bases, table tops, Leases expiring in
millwork, casegoods December 2001, with
and booths two five-year renewals.
Belmont, Mississippi 227,000 Metal chairs Own 176,000 square feet
in four contiguous
buildings; Lease 51,000
square feet expiring in
November 2003.
Lewisville, Arkansas 159,000 Wood chairs Leases expiring in
February 1999, with a
five-year renewal
option.
City of Industry, 177,000 Table bases, table tops, Lease expiring in April
California millwork, casegoods and 2006, with three five-
fully upholstered seating year renewal options.
St. Louis, Missouri 142,000 Wire shelving and metal Owned
kitchen equipment
Belding, Michigan 89,000 Wood and metal chairs Owned
and tables
Anaheim, California 46,000 Wood chairs Lease expiring in
October 2001.
Irwindale, California 34,000 Fiberglass booths Leases expiring in
October 1999.
Mimon, Czech Republic 700,000 Wood chairs Owned
Juarez, Mexico 51,000 Iron castings for table bases Owned
Tijuana, Mexico 44,000 Casegoods and wood chairs Leases expiring in
December 1997, with
five one-year renewal
options.
Management of the Company believes that its manufacturing and
warehousing facilities are in good condition and are adequate for the
purposes for which they are currently used. The capacity of the Company's
current facilities is considered by the Company to be adequate to meet
current needs and anticipated increases in sales volume for the foreseeable
future.
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ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is subject to legal proceedings and
other claims arising in the ordinary course of its business. The Company
maintains insurance coverage against potential claims in an amount which it
believes to be adequate. The Company is a defendant in a lawsuit filed
on May 8, 1996, in the United States District Court for the Northern
District of California that alleges certain business tort claims including
trade dress and copyright infringement, antitrust violation and unfair
business practices by the Company concerning new products that the Company
introduced for the lodging industry. The complaint seeks actual damages in
excess of $1.0 million and unspecified punitive and other damages. The
Company's management believes the suit is without merit and intends to
vigorously defend its position. While the final outcome of the lawsuit
cannot be determined, the Company believes that it will not have a material
adverse effect on the Company's results of operations or its financial
position.
There are no other material pending legal proceedings, other than
routine litigation incidental to the business, to which the Company is a
party or of which any of the Company's property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of stockholders during the last
quarter of the Company's fiscal year ended November 2, 1996.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
The Executive Officers of the Company are:
NAME POSITION AGE
- - - - ---- -------- ---
Franklin A. Jacobs Chairman of the Board since 1971; President from 1957 to May 64
1981 and again from January 1984 to December 1995.
Darryl C. Rosser President and Chief Operating Officer since December 1995; 45
Executive Vice President-Operations since May 1995;
Senior Vice President-Operations since December 1993; and
Vice President-Operations since January 1988.
Michael J. Dreller Vice President-Finance and Chief Financial Officer, 35
Secretary and Treasurer since January 1996; prior to joining
the Company, Vice President and Chief Financial Officer of
JDI Group, Inc., a distributor of residential furniture.
Richard Hnatek Senior Vice President-Sales since December 1993; 52
Vice President-Sales since November 1986.
Michael J. Kula Vice President-Operations since July 1996; prior to joining 47
the Company, Senior Vice President-Operations of The Gunlocke
Company, a subsidiary of HON Industries, Inc., a manufacturer
of office furniture.
Each officer is elected annually by the Board of Directors.
- - - - -----------
This information is included in PART I as a separate item in accordance
with General Instruction G of Form 10-K under the Securities Exchange Act of
1934.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Principal Market
On December 6, 1995, the Company's common stock, par value $.02 per
share, was listed and began trading on the New York Stock Exchange under the
symbol FCP. Prior to that date, the Company's common stock was traded on the
NASDAQ National Market.
(b) Stock Price and Dividend Information
The following table sets forth the high and low closing sales prices
per share for the Company's common stock and dividends paid per share for the
periods indicated. All per share price and shares outstanding information
set forth in this Report have been adjusted to reflect a 10% stock dividend
paid to stockholders of record on December 13, 1995.
MARKET PRICE
---------------- DIVIDENDS
HIGH LOW PER SHARE
---- --- ---------
Year ended November 2, 1996:
First Quarter $13.25 $12.05 $.025
Second Quarter 16.63 13.00 .025
Third Quarter 16.75 14.13 .025
Fourth Quarter 15.13 13.13 .025
Year ended October 28, 1995:
First Quarter $10.75 $9.55 $.02
Second Quarter 11.36 10.23 .02
Third Quarter 13.30 10.68 .02
Fourth Quarter 12.95 11.36 .02
Although the payment of future dividends is in the discretion of the Board of
Directors, the Company expects to pay a regular quarterly dividend for the
foreseeable future. During the first quarter of 1996, the Company increased
its cash dividend to $.025 per share from $.02 per share. The Company again
increased its dividend in the first quarter of 1997, raising it to $.035 per
share.
(c) Approximate Number of Holders of Common Stock
The approximate number of holders of record of the Company's common
stock as of January 21, 1997, was 964.
(d) Recent Sales of Unregistered Securities
On October 28, 1996, the Company issued 241,400 shares of common stock,
and incurred a contingent obligation to issue an additional 75,000 shares of
common stock over the next three years (the 241,000 issued shares and the
additional 75,000 are hereafter referred to as the "Acquisition Shares") in
connection with its acquisition of the assets of The Chair Source from The
T.L. Spriggs Corporation. The Company believes that the value of the
acquired assets is commensurate with the total value of the Acquisition
Shares, which were valued at approximately $4.35 million as of October 28,
1996. The Acquisition Shares were exempt from registration under Section
4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data included on page 28 of the Registrant's
Annual Report for the fiscal year ended on November 2, 1996 (the "1996 Annual
Report" ) is incorporated herein by reference and contained herein as Exhibit
13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information regarding management's discussion and analysis of
financial condition and results of operations included on pages 15 and 16 of
the Registrant's 1996 Annual Report is incorporated herein by reference and
contained herein as Exhibit 13.
11
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and notes included on
pages 17 to 26 of the Registrant's 1996 Annual Report, the report of
independent auditors on page 27 of the Registrant's 1996 Annual Report and
the quarterly financial information included on page 26 of the Registrant's
1996 Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the caption "INFORMATION ABOUT THE
NOMINEES" in the Registrant's Proxy Statement for the 1997 annual meeting of
stockholders to be held March 18, 1997 (the "Proxy Statement"), is incorporated
herein by reference.
Information regarding executive officers of the Company is contained in
Part I, Item 4A hereof under the caption "Executive Officers of the
Registrant."
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 in the Proxy Statement under the caption "COMPLIANCE WITH
SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934" is incorporated herein
by reference.
ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION.
The information contained under the captions "EXECUTIVE COMPENSATION,"
"COMPENSATION OF DIRECTORS" and "INFORMATION AS TO STOCK OPTIONS" in the Proxy
Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "VOTING SECURITIES, PRINCIPAL
HOLDERS THEREOF AND CUMULATIVE VOTING RIGHTS" and "SECURITY OWNERSHIP OF
MANAGEMENT" in the Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "TRANSACTIONS WITH ISSUER AND
OTHERS" in the Proxy Statement is incorporated herein by reference.
12
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following Consolidated Financial Statements of the Company
included in the 1996 Annual Report are incorporated by reference in Part II,
Item 8:
ANNUAL REPORT
PAGE REFERENCE
--------------
Consolidated Statements of Earnings for the years ended November 2, 1996, October 28, 1995,
and October 29, 1994 17
Consolidated Balance Sheets as of November 2, 1996, and October 28, 1995 18
Consolidated Statements of Stockholders' Equity for the years ended November 2, 1996,
October 28, 1995, and October 29, 1994 19
Consolidated Statements of Cash Flows for the years ended November 2, 1996,
October 28, 1995, and October 29, 1994 20
Notes to Consolidated Financial Statements 21
Report of Independent Public Accountants 27
(a) 2. Financial Statement Schedules
The following financial statement schedule is included in Item 14
on page 15:
Schedule II-Valuation and Qualifying Accounts for the years ended
November 2, 1996, October 28, 1995, and October 29, 1994
(a) 3. Exhibits:
See Exhibit Index on pages 17 through 19 of this Report.
b) Reports on Form 8-K:
None.
13
14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
TO FALCON PRODUCTS, INC.:
We have audited in accordance with generally accepted auditing standards, the
financial statements included in Falcon Products, Inc. 1996 Annual Report to
Shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated December 16, 1996. Our audit was made for the purpose
of forming an opinion as those financial statements taken as a whole.
Schedule II included in this Form 10-K is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial statements taken
as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
December 16, 1996
14
15
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED NOVEMBER 2, 1996, OCTOBER 28, 1995, AND OCTOBER 29, 1994
ADDITIONS ACQUISI-
BALANCE AT CHARGED TO TIONS FROM DEDUCTIONS BALANCE AT
(In thousands) BEGINNING COSTS AND ACQUIRED FROM END OF
OF PERIOD EXPENSES COMPANIES RESERVES PERIOD
--------- ---------- ---------- ---------- ----------
Allowance for doubtful accounts
and anticipated returns:
Year ended November 2, 1996 $ 369 $1,162 $ -- $1,092 $ 439
===== ====== ====== ====== =====
Year ended October 28, 1995 $ 503 $ 708 $ -- $ 842 $ 369
===== ====== ====== ====== =====
Year ended October 29, 1994 $ 243 $ 618 $ 85 $ 443 $ 503
===== ====== ====== ====== =====
- - - - ------------
Accounts charged off less recoveries and returns.
15
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FALCON PRODUCTS, INC.
Date: January 27, 1997 By /s/ Franklin A. Jacobs
-------------------------------------
Franklin A. Jacobs,
Chairman of the Board
and Chief Executive Officer
Date: January 27, 1997 By /s/ Michael J. Dreller
-------------------------------------
Michael J. Dreller
Vice President, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
Date: January 27, 1997 /s/ Raynor E. Baldwin
------------------------------------------
Raynor E. Baldwin, Director
Date: January 27, 1997 /s/ Donald P. Gallop
------------------------------------------
Donald P. Gallop, Director
Date: January 27, 1997 /s/ James L. Hoagland
------------------------------------------
James L. Hoagland, Director
Date: January 27, 1997 /s/ Franklin A. Jacobs
------------------------------------------
Franklin A. Jacobs, Director
Date: January 27, 1997 /s/ S. Lee Kling
------------------------------------------
S. Lee Kling, Director
Date: January 27, 1997 /s/ Lee M. Liberman
------------------------------------------
Lee M. Liberman, Director
Date: January 27, 1997 /s/ Alan Peters
------------------------------------------
Alan Peters, Director
Date: January 27, 1997 /s/ Darryl Rosser
------------------------------------------
Darryl Rosser, Director
Date: January 27, 1997 /s/ James Schneider
------------------------------------------
James Schneider, Director
16
17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- - - - ------- -----------
3.1 Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 27, 1996.
3.2 Restated Bylaws, filed as Exhibit 3.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended April 27, 1996.
3.3 Amendment to Restated By-Laws, effective January 16, 1997, filed
herewith.
4 Form of Stock Certificate for Common Stock, incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement on Form
S-1, Reg. No. 33-61706.
10.1 Lease Agreement dated February 1, 1980, between Lafayette County,
Arkansas and the Company, incorporated herein by reference to Exhibit 10(e)
to the Company's Annual Report on Form 10-K for the year ended
October 31, 1980.
10.2 Bond Guaranty Agreement dated February 1, 1980, pursuant to which the
Company has guaranteed payment of $800,000 principal amount of Industrial
Development Revenue Bonds (Falcon Project), Series 1980, incorporated
herein by reference to Exhibit 10(f) to the Company's Annual Report on
Form 10-K for the year ended October 31, 1980.
10.3 Loan Agreement dated as of February 1, 1985, between the City of Newport,
Tennessee and the Company, incorporated herein by reference to Exhibit 4(m)
to the Company's Annual Report on Form 10-K for the year ended November 2,
1985.
10.4 Loan and Security Agreement dated as of August 1, 1989, between the City of
Newport, Tennessee and the Company and related Note, incorporated herein by
reference to Exhibit 4(p) to the Company's Annual Report on Form 10-K
for the year ended October 28, 1989.
10.5 Assignment and Assumption Agreement dated January 30, 1980, and the lease
thereunder, incorporated herein by reference to Exhibit 10(g) to the Company's
Annual Report on Form 10-K for the year ended October 31, 1980.
10.6 Lease Agreement dated as of June 1, 1988, among Burley Builders, Inc. and
Tennessee Tobacco Sales, Incorporated, as lessors, and the Company, as lessee,
incorporated herein by reference to Exhibit 10(m) to the Company's Annual
Report on Form 10-K for the year ended October 29, 1988.
10.7 First Amendment to Lease Agreement dated as of November 21, 1991, among
Burley Builders, Inc. and Tennessee Tobacco Sales, Incorporated, as lessors,
and the Company, as lessee, incorporated herein by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the year ended November 2,
1991.
17
18
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- - - - ------- -----------
10.8 Falcon Products, Inc. 1981 Employee Incentive Stock Option Plan ("ISOP"),
incorporated herein by reference to Exhibit 4(h) to the Company's Registration
Statement on Form S-8, Reg. No. 33-15698.
10.9 Form of Stock Option Agreement dated June 9, 1986, regarding options issued
to Directors, incorporated herein by reference to Exhibit 10(i) to the Company's
Annual Report on Form 10-K for the year ended November 1, 1986.
10.10 Stock Option Agreement dated June 9, 1986, regarding options issued to
Franklin A. Jacobs, incorporated herein by reference to Exhibit 10(i) to the Company's
Annual Report on Form 10-K for the year ended November 1, 1986.
10.11 First Amendment to the ISOP, adopted June 16, 1987, incorporated herein
by reference to Exhibit 10(1) to the Company's Annual Report on Form 10-K
for the year ended October 31, 1987.
10.12 Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan, incor-
porated herein by reference to Exhibit 4.1 to the Company's Registration State-
ment on Form S-8, Reg. No. 33-46997.
10.13 Falcon Products, Inc. Amended and Restated Stock Purchase Plan, incorporated
herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for
the year ended November 2, 1991.
10.14 Minutes of Meeting of Board of Directors of the Company dated March 14, 1991
(the "Non-Employee Director Plan"), incorporated herein by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-8, Reg. No. 33-46998.
10.15 Debt Agreement dated August 3, 1992 (the "Debt Agreement"), between the
Company and Boatmen's Bank ("Boatmen's") entered into with respect to a
$10,000,000 revolving line of credit from Boatmen's to the Company, incorporated
herein by reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the year ended October 31, 1992 (the "1992 10-K").
10.16 Asset Purchase Agreement dated as of August 3, 1992, by and among Falcon
Acquisition Subsidiary, Inc., the Company and Kaydee Metal Products Corporation,
incorporated herein by reference to Exhibit 2 to the Company's Current Report on
Form 8-K dated August 3, 1992.
10.17 Minutes of Meeting of Board of Directors of the Company dated September 15, 1992,
amending the Non-Employee Director Plan, incorporated herein by reference to Exhibit
10.17 to the 1992 10-K.
10.18 Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan
incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended October 30, 1993 (the "1993 10-K").
10.19 Consulting Agreement dated August 1, 1993, by and between the Company and AJR
Enterprises, Inc., incorporated herein by reference to Exhibit 10.19 to the 1993 10-K.
- - - - ----------------
Management contract or compensatory plan or arrangement required to be filed pursuant to
Item 14(c) of Form 10-K.
18
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- - - - ------- -----------
10.20 Amendment to the Debt Agreement dated as of September 24, 1993, incorporated
herein by reference to Exhibit 10.20 to the 1993 10-K.
10.21 Second Amendment to the Debt Agreement dated as of August 30, 1994, incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for
the year ended October 29, 1994 (the "1994 10-K").
10.22 Third Amendment to the Debt Agreement dated as of September 8, 1994, incorporated
herein by reference to Exhibit 10.22 to the 1994 10-K.
10.23 Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991 Stock
Option Plan, incorporated herein by reference to Exhibit 10.23 to the 1994 10-K.
10.24 Agreement of Purchase and Sale of Assets dated September 26, 1995, by and between
Falcon Products, Inc. and DPD Manufacturing, Inc., incorporated herein by reference
to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended
October 28, 1995 (the "1995 10-K").
10.25 Agreement of Purchase and Sale of Assets dated September 26, 1995, by and between
Falcon Products, Inc. and Decor Concepts, Inc., incorporated herein by reference to
Exhibit 10.25 to the 1995 10-K.
10.26 Amendment to the Non-Employee Director Stock Option Plan, filed as Exhibit 10.26
to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 27, 1996.
10.27 Asset Purchase Agreement dated as of October 28, 1996, by and among Falcon Acquisition
Subsidiary, Inc., the Company and The T. L. Spriggs Corporation, filed herewith.
11 Computation of Net Earnings Per Share, filed herewith.
13 Selected Portions of the Annual Report to Stockholders for the year ended November 2, 1996,
filed herewith.
21 Subsidiaries of the Company, filed herewith.
23 Consent of Independent Public Accountants, filed herewith.
27 Financial Data Schedule (filed in EDGAR version only).
- - - - ----------------
Management contract or compensatory plan or arrangement required to be
filed pursuant to Item 14(c) of Form 10-K.
19