-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QtG+oCWjcTf4w6zjyOiYG9zjJyNZGwYXdGGkacu/nW05LlK88qDDr6KdFBy6rBXR U/+WUlbFbML1VzNEHX04Iw== 0001157523-05-001748.txt : 20050223 0001157523-05-001748.hdr.sgml : 20050223 20050223085405 ACCESSION NUMBER: 0001157523-05-001748 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER FABRIC CORP /DE/ CENTRAL INDEX KEY: 0000103341 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 041933106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07023 FILM NUMBER: 05632877 BUSINESS ADDRESS: STREET 1: 941 GRINNELL ST. CITY: FALL RIVER STATE: MA ZIP: 02721 BUSINESS PHONE: 5086781951 MAIL ADDRESS: STREET 1: 941 GRINNELL ST CITY: FALL RIVER STATE: MA ZIP: 02721 FORMER COMPANY: FORMER CONFORMED NAME: VERTIPILE INC DATE OF NAME CHANGE: 19870811 8-K 1 a4828241.txt QUAKER FABRIC CORPORATION 8-K ------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 22, 2005 Date of Report (Date of earliest event reported) QUAKER FABRIC CORPORATION (Exact name of registrant as specified in its charter) Delaware 1 7023 04-1933106 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 941 Grinnell Street, Fall River, Massachusetts 02721 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 678-1951 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On February 22, 2005, Quaker Fabric Corporation issued a press release announcing its fourth quarter and full year earnings for the period ended January 1, 2005. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Registrant's Press Release dated February 22, 2005. 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. QUAKER FABRIC CORPORATION (Registrant) Date: Febrary 22, 2005 /s/ Paul J. Kelly -------------------------------------- Paul J. Kelly Vice President - Finance and Treasurer EXHIBIT INDEX 99.1 Registrant's Press Release dated February 22, 2005 EX-99.1 2 a4828241ex991.txt EXHIBIT 99.1 Exhibit 99.1 Quaker Fabric Reports Fiscal 2004 Financial Results FALL RIVER, Mass.--(BUSINESS WIRE)--Feb. 22, 2005--QUAKER FABRIC CORPORATION (NASDAQ Symbol: QFAB) today reported net sales of $68.0 million, a net loss of $1.9 million, and diluted and basic losses per share of ($0.11) for the three-month period ended January 1, 2005; compared to net sales of $80.5 million, net income of $3.3 million, and diluted and basic earnings per share of $0.19 and $0.20, respectively, for the corresponding period of fiscal 2003. Favorable settlement of the company's claim for certain federal R&D tax credits added approximately $2.0 million, or $0.12 per share, to the company's net income for the quarter. Results of operations for fiscal 2004 were net sales of $289.1 million, a net loss of $2.0 million, and diluted and basic losses per share of ($0.12); compared to net sales of $325.3 million, net income of $7.9 million, and diluted and basic earnings per share of $0.47 and $0.48, respectively, for fiscal 2003. "While 2004 got off to a reasonably strong start, it was a major disappointment for Quaker. Weakness at the revenue line was our biggest issue, with net sales for the year down 11.1%. Our new yarn sales initiatives showed significant strength, with 2004 net sales of $20.4, up 92%. Our international net fabric sales were down approximately 10.2% for the year, 12.2% for the quarter. Net sales into the domestic residential market, however, at $232.8 million for the year, were down 15.3%. This revenue loss reflects a continuation of intense competition in the domestic market, including market share gains from furniture coverings, particularly leather and faux suede, coming into the U.S. from Asia. The current popularity of those products at the consumer level has reduced the size of the market for the woven plain and Jacquard fabrics Quaker makes," commented Larry Liebenow, Quaker's President and CEO. "For Quaker, in addition to lower sales, weak demand in the domestic residential market led to a 17.2% drop in new fabric orders during the fourth quarter, a significant deterioration in our margin performance and pushed our SG&A expenses as a percentage of revenue up to 19.1% for the year. Higher energy and raw material prices and the more than $700,000 of professional fees we incurred in connection with our Sarbanes-Oxley Act compliance efforts exacerbated the other problems created by our revenue shortfall," added Mr. Liebenow. "The deterioration in our financial results led us to seek waivers from our two major financing sources to deal with various covenant issues in our loan documents. We are currently working to put new loan agreements in place consistent with our operating and financing needs," Mr. Liebenow said. Mr. Liebenow continued, "We took aggressive action during the second half of the year to reduce our operating costs going forward. These actions included staffing reductions intended to both reduce overhead and bring our production rates in line with demand as well as the execution of a lease on an additional 540,000 square feet of manufacturing and warehousing space in Fall River that will allow us to consolidate operations at four of the facilities we are currently leasing under a single roof. Additional company-wide cost cutting measures intended to further reduce our annual fixed operating costs by approximately $6.0 million, plus a reduction in force affecting approximately 275 members of our production staff, are being implemented now." "At the same time, we are working hard to build volume in both the domestic and international residential markets, to continue the growth of our yarn and contract programs and to introduce a new range of products for the outdoor furniture segment. Also, the new family of products we developed to compete in the general suede category is selling well. And so are the innovative textured products we introduced to meet the needs of our middle to better end customers. We also intend to expand our business by bringing fabrics into the U.S. market that we don't have the equipment to make ourselves, as a complement to our overall product offering," Mr. Liebenow added. "In addition, we will be using the results of a market study we commissioned during December to refine our strategy going forward so that the core competencies we have developed in the design, technology, supply chain and new product development areas can be used to best advantage to further our profitability objectives. We are also planning to move ahead with some adjustments in our pricing to deal with the pressure placed on our margins by significant raw material and other cost increases," Mr. Liebenow added. "It is clear that domestic market conditions are likely to remain both challenging and highly dynamic. At the same time, we believe that we are aggressively dealing with the cost and pricing issues in our core business. We have also made substantial progress in addressing the raw material sourcing issues raised by Solutia's recent decision to exit the acrylic business. We believe we are taking the additional product/market initiatives necessary to achieve our longer-term objectives. And we are excited about the potential these efforts - together with Quaker's low debt levels and strong development, design and service capabilities - represent for our company's future," Mr. Liebenow concluded. Quaker Fabric Corporation is a leading manufacturer of woven upholstery fabrics for furniture markets in the United States and abroad, and the largest producer of Jacquard upholstery fabric in the world. THIS PRESS RELEASE CONTAINS "FORWARD LOOKING STATEMENTS," AS THAT TERM IS DEFINED IN THE FEDERAL SECURITIES LAWS. THE READER IS CAUTIONED THAT SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT, AS A RESULT OF VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, THE LEVEL OF CUSTOMER DEMAND FOR THE COMPANY'S PRODUCTS, HIGHER THAN ANTICIPATED COSTS, ANY INTERRUPTION IN THE SUPPLY OF RAW MATERIALS USED BY THE COMPANY AND LOWER THAN ANTICIPATED PRODUCTION RATES, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED. FOR A FURTHER DISCUSSION OF THESE FACTORS, SEE THE COMPANY'S 2003 FORM 10-K. QUAKER FABRIC CORPORATION CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) (Unaudited) STATEMENTS OF INCOME Fourth Quarter Ended Twelve Months Ended Jan. 1, Jan. 3, Percent Jan. 1, Jan. 3, Percent 2005 2004 Change 2005 2004 Change -------- -------- -------- --------- --------- -------- Net sales $68,044 $80,461 (15.4)% $289,145 $325,337 (11.1)% Cost of products sold 58,978 61,621 236,270 255,202 -------- -------- --------- --------- Gross margin 9,066 18,840 (51.9)% 52,875 70,135 (24.6)% Selling, general and admin. expenses 13,724 14,204 55,315 55,334 Non-recurring (income) 0 (1,426) 0 (1,426) -------- -------- --------- --------- Operating income (loss) (4,658) 6,062 (176.8)% (2,440) 16,227 (115.0)% Other expenses Interest expense 760 859 3,327 3,887 Other expenses (income) 91 (33) 8 51 -------- -------- --------- --------- Income (loss) before provision for income taxes (5,509) 5,236 (205.2)% (5,775) 12,289 (147.0)% Provision (benefit) for income taxes (3,639) 1,952 (3,733) 4,350 -------- -------- --------- --------- Net income (loss) ($1,870) $3,284 (156.9)% ($2,042) $7,939 (125.7)% ======== ======== ========= ========= Earnings (loss) per common share - basic ($0.11) $0.20 (155.0)% ($0.12) $0.48 (125.0)% ======== ======== ========= ========= Weighted average shares outstanding - basic 16,824 16,777 16,819 16,671 ======== ======== ========= ========= Earnings (loss) per common share - diluted ($0.11) $0.19 (157.9)% ($0.12) $0.47 (125.5)% ======== ======== ========= ========= Weighted average shares outstanding - diluted 16,824 17,133 16,819 16,958 ======== ======== ========= ========= Note: Earnings per common share amounts for the quarters and for the twelve month periods presented have each been calculated separately. Accordingly, quarterly amounts may not add to the twelve month period amounts. Other data: - ------------- Gross profit margin 13.3% 23.4% 18.3% 21.6% S.G. & A. as a percentage of net sales 20.2% 17.7% 19.1% 17.0% Operating margin -6.8% 7.5% -0.8% 5.0% Net margin -2.7% 4.1% -0.7% 2.4% Order backlog $14,584 $26,541 CONDENSED BALANCE SHEETS January 1, January 3, 2005 2004 ------------- ------------- Assets Current assets: Cash and cash equivalents $4,134 $5,591 Accounts receivable 40,708 44,374 Inventories 43,533 43,987 Prepaid expenses and other current assets 12,200 12,739 ------------- ------------- Total current assets 100,575 106,691 Property, plant and equipment, net 158,480 162,293 Goodwill, net of amortization 5,432 5,432 Other assets 2,088 1,862 ------------- ------------- $266,575 $276,278 ============= ============= Liabilities and Stockholders' Equity Current liabilities $66,125 $32,523 Long-term debt and capital leases 0 40,000 Deferred income taxes and other liabilities 33,958 34,250 Stockholders' equity 166,492 169,505 ------------- ------------- $266,575 $276,278 ============= ============= This document contains "forward looking statements," as that term is defined in the federal securities laws. The reader is cautioned that such statements are not guarantees of future performance and that, as a result of various factors, including, but not limited to, the level of customer demand for the Company's products, higher than anticipated costs and lower than anticipated production rates, actual results may differ materially from those projected. For a further discussion of these factors, see the Company's 2003 10-K. CONTACT: Quaker Fabric Corporation Larry A. Liebenow, 508)-646-2264 or Paul J. Kelly, 508-646-2251 or Cynthia L. Gordan, 508-646-2261 -----END PRIVACY-ENHANCED MESSAGE-----