-----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, RtAg0ufJXnKU6spwN/22UWVie6+1VbuZpy1WJbDtQfX+ZECpvQ7d7N3eygs11sDq Gm8PXjdY/ss8NW9O+1lELA== 0000892569-99-002270.txt : 19990817 0000892569-99-002270.hdr.sgml : 19990817 ACCESSION NUMBER: 0000892569-99-002270 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODTECH HOLDINGS INC CENTRAL INDEX KEY: 0001075066 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 330825386 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25161 FILM NUMBER: 99692168 BUSINESS ADDRESS: STREET 1: 2830 BARRETT AVE STREET 2: PO BOX 1240 CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099434014 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT., STREET 2: SUITE 710 CITY: NEWPORT STATE: CA ZIP: 92660 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended June 30, 1999 Commission File Number 000 - 25161 MODTECH HOLDINGS, INC. - -------------------------------------------------------------------------------- Delaware 33 - 0825386 - --------------------------------- -------------------- (State or other jurisdiction (I.R.S. Employer of Incorporation or organization) Identification No.) 2830 Barrett Avenue, Perris, CA 92572 - --------------------------------- ------------------- (Address of principal executive (Zip Code) office) Registrant's telephone number: (909) 943-4014 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 --- --- As of August 6, 1999, there were 12,733,744 of the Registrant's Common Stock outstanding. 2 MODTECH HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1999 PART I. STATEMENT REGARDING FINANCIAL INFORMATION The financial statements included herein have been prepared by Modtech Holdings, Inc. and subsidiaries (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been omitted pursuant to such rules and regulations. However, the Company believes that the financial statements, including the disclosures herein, are adequate to make the information presented not misleading. It is suggested that the financial statements be read in conjunction with the Company's predecessor, Modtech, Inc.'s financial statements and notes thereto included in the Company's Annual report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission. 3 MODTECH HOLDINGS, INC. Condensed Consolidated Balance Sheets
December 31, June 30, 1998 1999 - --------------------------------------------------------------------------------------------------------- Assets Current assets Cash $ 40,142,000 $ 698,000 Contracts receivable, net, including costs in excess of billings of $3,800,000 and $11,986,000 in 1998 and 1999, respectively 16,747,000 33,893,000 Inventories 4,442,000 11,785,000 Due from affiliates 2,389,000 897,000 Income tax receivable 2,368,000 426,000 Deferred tax asset 3,440,000 3,440,000 Other current assets 280,000 441,000 ------------ ------------ Total current assets 69,808,000 51,580,000 ------------ ------------ Property and equipment, net 12,314,000 14,078,000 Other assets Other assets 751,000 4,910,000 Costs in excess of net assets of business acquired, net -- 111,089,000 ------------ ------------ $ 82,873,000 $181,657,000 ============ ============ Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ 10,541,000 $ 20,688,000 Billings in excess of costs 7,138,000 9,280,000 Current portion of long-term debt -- 11,500,000 ------------ ------------ Total current liabilities 17,679,000 41,468,000 Deferred tax liability 97,000 97,000 Long-term debt -- 37,500,000 ------------ ------------ Total liabilities 17,776,000 79,065,000 ------------ ------------ Stockholders' Equity Series A preferred stock, $.01 par. Authorized 5,000,000 shares; issued and outstanding 388,939 in 1999 -- 4,000 Common stock, $.01 par. Authorized 25,000,000 shares; issued and outstanding 9,871,409 and 12,705,851 in 1998 and 1999, respectively 99,000 127,000 Additional paid-in capital 39,854,000 73,993,000 Retained earnings 25,144,000 28,468,000 ------------ ------------ Total stockholders' equity 65,097,000 102,592,000 ------------ ------------ $ 82,873,000 $181,657,000 ============ ============
The accompanying notes are an integral part of these financial statements. 4 MODTECH HOLDINGS, INC. Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1998 1999 1998 1999 - ------------------------------------------------------------------------------------------------------------- Net sales $ 42,482,000 $ 48,915,000 $ 75,876,000 $ 69,867,000 Cost of goods sold 32,333,000 40,750,000 58,675,000 58,206,000 ------------ ------------ ------------ ------------ Gross profit 10,149,000 8,165,000 17,201,000 11,661,000 Selling, general, and administrative expenses 1,634,000 2,193,000 2,741,000 3,508,000 Goodwill amortization -- 701,000 -- 1,031,000 ------------ ------------ ------------ ------------ Income from operations 8,515,000 5,271,000 14,460,000 7,122,000 ------------ ------------ ------------ ------------ Other income (expense): Interest income (expense), net 183,000 (969,000) 389,000 (1,058,000) Other, net 8,000 -- 15,000 2,000 ------------ ------------ ------------ ------------ 191,000 (969,000) 404,000 (1,056,000) ------------ ------------ ------------ ------------ Income before income taxes 8,706,000 4,302,000 14,864,000 6,066,000 Income taxes (3,339,000) (2,001,000) (5,649,000) (2,742,000) ------------ ------------ ------------ ------------ Net income $ 5,367,000 $ 2,301,000 $ 9,215,000 $ 3,324,000 ============ ============ ============ ============ 5% Preferred stock dividend -- 39,000 -- 58,000 Net income available to common stock $ 5,367,000 $ 2,262,000 $ 9,215,000 $ 3,266,000 ============ ============ ============ ============ Basic earnings per common share $ 0.54 $ 0.18 $ 0.93 $ 0.26 ============ ============ ============ ============ Basic weighted-average shares outstanding 9,856,000 12,628,000 9,856,000 12,626,000 ============ ============ ============ ============ Diluted earnings per common share $ 0.49 $ 0.16 $ 0.83 $ 0.23 ============ ============ ============ ============ Diluted weighted-average shares outstanding 11,000,000 14,000,000 11,100,000 14,000,000 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements 5 MODTECH HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1998 1999 - --------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 9,215,000 $ 3,324,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 570,000 2,101,000 Loss on sale of equipment -- 8,000 (Increase) decrease in assets; net of effects from acquisitions: Contracts receivable (3,294,000) (12,885,000) Inventories 1,973,000 (1,342,000) Due from affiliates 594,000 1,492,000 Income tax receivable -- 2,760,000 Other current and noncurrent assets 245,000 (1,352,000) Increase (decrease) in liabilities: Accounts payable and accrued liabilities 5,331,000 4,438,000 Billings in excess of costs 2,472,000 2,142,000 ------------ ------------ Net cash provided by operating activities 17,106,000 686,000 ------------ ------------ Cash flows from investing activities: Purchase of property and equipment (1,607,000) (725,000) Acquisition of subsidiaries -- (48,622,000) ------------ ------------ Net cash used in investing activities (1,607,000) (49,347,000) ------------ ------------ Cash flows from financing activities: Net principal borrowings (payments) under revolving credit lines -- 5,000,000 Net principal borrowings (payments) on long-term debt (1,417,000) 44,000,000 Investment in affiliate (307,000) -- Dividends paid on common stock -- (39,928,000) Proceeds from exercise of stock options 22,000 145,000 ------------ ------------ Net cash provided by (used in) financing activities (1,702,000) 9,217,000 ------------ ------------ Net increase (decrease) in cash 13,797,000 (39,444,000) Cash at beginning of period 11,629,000 40,142,000 ------------ ------------ Cash at end of period $ 25,426,000 $ 698,000 ============ ============
The accompanying notes are an integral part of these financial statements 6 MODTECH HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 1) Management Opinion In the opinion of management, the condensed consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods presented. The results of operations for the three and six months ended June 30, 1998 are not necessarily indicative of the results to be expected for the full fiscal year. Certain statements in this report constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements, expressed or implied by such forward- looking statements. 2) Inventories Inventories consist of the following:
1998 1999 ----------- ----------- Raw materials $ 4,442,000 $ 8,482,000 Work in process -- 3,061,000 Finished goods -- 242,000 ----------- ----------- $ 4,442,000 $11,785,000 =========== ===========
3) Earnings Per Share The following table illustrates the calculation of basic and diluted earnings per common share under the provisions of SFAS No. 128:
Three Months Ended Six Months Ended June 30, June 30, 1998 1999 1998 1999 ------------ ------------ ------------ ------------ BASIC Net income $ 5,367,000 $ 2,301,000 $ 9,215,000 $ 3,324,000 Dividends on preferred stock -- (39,000) -- (58,000) ------------ ------------ ------------ ------------ Net income available to common stock $ 5,367,000 $ 2,262,000 $ 9,215,000 $ 3,266,000 ============ ============ ============ ============ Weighted-average common shares outstanding 9,856,000 12,628,000 9,856,000 12,626,000 ============ ============ ============ ============ Basic earnings per common share $ 0.54 $ 0.18 $ 0.93 $ 0.26 ============ ============ ============ ============
7
DILUTED Net income $ 5,367,000 $ 2,301,000 $ 9,215,000 $ 3,324,000 =========== =========== =========== =========== Weighted-average common shares outstanding 9,856,000 12,628,000 9,856,000 12,626,000 Add: Conversion of preferred stock -- 389,000 -- 389,000 Exercise of options 1,144,000 983,000 1,244,000 985,000 ----------- ----------- ----------- ----------- Adjusted weighted-average common shares outstanding 11,000,000 14,000,000 11,100,000 14,000,000 =========== =========== =========== =========== Diluted earnings per common share $ 0.49 $ 0.16 $ 0.83 $ 0.23 =========== =========== =========== ===========
4) Acquisitions SPI Merger. On February 16, 1999, Modtech, Inc. ("Modtech") and SPI Holdings, Inc., a Colorado corporation ("SPI") merged pursuant to the Agreement and Plan of Reorganization and Merger, dated as of September 28, 1998 (the "Merger Agreement"), between Modtech and SPI. SPI is a designer, manufacturer and wholesaler of commercial and light industrial modular buildings. Pursuant to the Merger Agreement, SPI was merged with a subsidiary of Modtech Holdings, Inc. ("Holdings"), a newly formed Delaware corporation (the "SPI Merger"). Concurrently, Modtech was merged with a separate subsidiary of Holdings (the "Modtech Merger"). Pursuant to the mergers, both SPI and Modtech became wholly owned subsidiaries of Holdings. The SPI Merger is accounted for by the purchase method of accounting. In connection with the SPI Merger, SPI stockholders received approximately $8 million in cash and approximately 4.3 million shares of the Company's Common Stock. The Company refinanced approximately $32 million of SPI debt. In connection with the Modtech Merger, Modtech stockholders received approximately $40 million in cash, approximately 8.3 million shares of the Company's Common Stock and 388,939 shares of the Company's Series A Preferred Stock. In connection with both mergers, the Company incurred a total of approximately $51 million of debt. Following are the unaudited pro forma combined results, which are based upon the historical consolidated financial statements of Modtech, Inc. and SPI Manufacturing, Inc., combined, and are adjusted to give effect to the mergers. In addition, pro forma adjustments have been made for the acquisitions consummated by SPI prior to the merger.
Modtech Holdings, Inc. Unaudited Pro Forma Combined Selected Financial Data Three Months Ended Six Months Ended June 30, June 30, 1998 1999 1998 1999 ----------- ----------- ------------ ----------- Net sales $65,550,000 $48,900,000 $117,800,000 $75,500,000 Income from operations 10,290,000 5,270,000 17,270,000 6,770,000 Interest expense, net (880,000) (970,000) (1,540,000) (1,490,000) Income before income taxes 9,420,000 4,300,000 15,780,000 5,280,000 Net income 5,680,000 2,300,000 9,360,000 2,870,000 Diluted earnings per common share 0.40 0.16 0.66 0.20 Diluted weighted-average shares outstanding 14,100,000 14,000,000 14,100,000 14,000,000
Coastal Acquisition. On March 22, 1999, the Company purchased 100% of the stock of Coastal Modular Buildings, Inc. ("Coastal"). Coastal designs and manufactures modular relocatable classrooms and other modular buildings for commercial use. Coastal is based in St. Petersburg, Florida. The acquisition is accounted for by the purchase method of accounting. 8 Item 2. Management's Discussion and Analysis of Financial Condition ------------------------------------------------------------------- and Results of Operations ------------------------- Results of Operations The following table sets forth certain items in the Condensed Consolidated Statements of Income as a percent of net sales.
Percent of Net Sales Percent of Net Sales -------------------- -------------------- Three Months Ended Six Months Ended June 30, June 30, 1998 1999 1998 1999 -------------------------------------------- Net sales 100.0% 100.0% 100.0% 100.0% Gross profit 23.9 16.7 22.7 16.7 Selling, general and administrative expenses 3.9 4.5 3.6 5.0 Goodwill amortization -- 1.4 -- 1.5 Income from operations 20.0 10.8 19.1 10.2 Interest income (expense), net 0.4 (2.0) 0.5 (1.5) Income before taxes on income 20.5 8.8 19.6 8.7
Net sales for the three and six months ended June 30, 1999, increased by $6,433,000 or 15.1% and decreased by $6,009,000 or 7.9%, respectively. The decrease in revenue for the six months ended June 30, 1999 was due in part to the fact that the California Legislature was more than two months late in passing the state budget. Additionally, there was a delay in allocating the funds from the $9.2 billion school construction bond issue which was passed in November 1998. Gross profit as a percentage of net sales for the three and six months ended June 30, 1999 decreased to 16.7% and 16.7% from 23.9% and 22.7% for the same period in 1998. The decrease was due principally to the decrease in net sales for the six months ended June 30, 1999 and a shift in product mix for 1999. Selling, general and administrative expenses increased for the three and six months ended June 30, 1999 by $559,000 and $767,000, an increase of 3.4% and 2.8%. The increase is primarily due to the integration of SPI Manufacturing, Inc. and Coastal Modular Buildings, Inc. with the Company. As a percentage of sales, selling, general, and administrative expenses for the three and six months ended June 30, 1999 are 4.5% and 5.0% for 1999. The percentages were 3.9% and 3.6% for the same period in 1998. Goodwill amortization for the three and six months ended June 30, 1999 was $701,000 and $1,031,000. As a percentage of net sales, goodwill amortization for the three and six months ended June 30, 1999 was 1.4% and 1.5% for 1999. There was no goodwill amortization in 1998. Due to the combination of a reduced cash balance and debt incurred as a result of the SPI Merger, the three and six months ended June 30, 1999 reflect net interest expense of $969,000 and $1,058,000 compared to net interest income of $183,000 and $389,000 for the same period in 1998. 9 INFLATION In the past, the Company has not been adversely affected by inflation, because it has been generally able to pass along to its customers increases in the costs of labor and materials. LIQUIDITY AND CAPITAL RESOURCES To date, the Company has generated cash to meet its needs from operations, bank borrowings and public offerings. At June 30, 1999, the Company had $698,000 in cash. During the six months ended June 30, 1999, the Company provided cash from operating activities of $686,000. The Company has a $100,000,000 credit facility, of which $30,000,000 represents a revolving loan commitment. The credit facility expires in February 2004. On June 30, 1999, $5,000,000 was outstanding under the revolving loan commitment. Management believes that the Company's existing product lines and manufacturing capacity will enable the Company to generate sufficient cash through operations, supplemented by periodic use of its existing bank line of credit, to finance the Company's business at current levels over the next 12 months. Additional cash resources may be required if the Company is able to expand its business beyond current levels. For example, it will be necessary for the Company to construct or acquire additional manufacturing facilities in order for the Company to compete effectively in new market areas or states which are beyond a 300 mile radius from one of its production facilities. The construction or acquisition of new facilities would require significant additional capital. For these reasons, among others, the Company may need additional debt or equity financing in the future. There can be, however, no assurance that the Company will be successful in obtaining such additional financing, or that any such financing will be available on terms acceptable to the Company. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments embedded in other contracts, and hedging activities. SFAS 133, as amended, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Application of SFAS 133 is not expected to have a material impact on the Company's financial position, results of operations or liquidity. YEAR 2000 The "year 2000" issue concerns the potential exposures related to the automated generation of business and financial misinformation resulting from the application of computer programs which have been written using two digits, rather than four, to define the applicable year of business transactions. When the year 2000 begins, programs with such date-related logic will not be able to distinguish between the years 1900 and 2000, potentially causing software and hardware to fail, generating erroneous calculations or presenting information in an unusable format. The Company is dependent on multiple computer servers and the third-party computer programs running on them to provide data in support of its accounting and engineering functions. In recognition of the potential year 2000 problem, in November 1997, the Company began a program to replace all of its existing engineering and accounting software with new software that is warranted by its vendors as being year 2000 compliant. The software replacement program was completed in November 1998 at a total cost of approximately $250,000. SPI's computer data is currently being transferred to the Company's computer system. The Company estimates that this transfer will be completed by the third quarter of 1999 at a cost of approximately $100,000. The Company has relationships with various third parties on whom it relies to provide goods and services necessary for the manufacture and distribution of its products. These include suppliers and vendors. As part of its determination of year 2000 readiness, the Company had identified material relationships with third-party vendors and assessed the status of their compliance through the use of questionnaires. This process was completed by the second quarter of 1999 at a cost of approximately $100,000. The total cost of the Company's year 2000 efforts, including hardware, software, related consulting costs, assessment of third-party compliance, and transfer of SPI data is estimated to be about $500,000, and is not material to the Company's financial condition. The Company's construction materials are available through numerous independent sources. Due to the broad diversification of these sources, the risk associated with potential business interruptions as a result of year 2000 non-compliance by one or more sources is not considered significant. 10 The Company's primary customers are California school districts, each of which obtains its funds for paying the Company's invoices through the computer system operated by the State of California. If this system does not properly function after January 1, 2000, it could result in a temporary shutdown of portions of the state government, in which case, payment of the Company's invoices would be delayed, and new purchase orders may not be processed. If the shutdown lasted for more than 60 days, the Company would experience a severe cash shortage and a material decline in revenue during the period of the government shutdown. The cash shortage can be alleviated to some degree by borrowings from Holding's line of credit and by reductions in work force and possible temporary plant closures. The Company does not believe it can design or implement any other contingency plans that will mitigate the effects of such a government shutdown. It is anticipated that the steps the Company has taken and is continuing to take deal with the year 2000 problem will reduce the risk of significant business interruption, but there is no assurance that this outcome will be achieved. Failure to detect and correct all internal instances of non-compliance or the inability of third parties to achieve timely compliance could result in the interruption of normal business operations which could, depending on its duration, have a material adverse effect on the Company's financial condition. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings. ------------------ None Item 2. Changes in Securities --------------------- None Item 3. Defaults upon Senior Securities ------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K None 12 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. Modtech Holdings, Inc. ---------------------- Date: August 13, 1999 by: /s/ Shari L. Walgren --------------- -------------------- Shari L. Walgren Chief Financial Officer 13 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 APR-01-1999 JUN-30-1999 698,000 0 33,893,000 728,000 11,785,000 51,580,000 14,078,000 6,114,000 181,657,000 41,468,000 0 0 4,000 127,000 102,461,000 181,657,000 48,915,000 48,915,000 40,750,000 40,750,000 2,894,000 0 969,000 4,302,000 2,001,000 2,301,000 0 0 0 2,301,000 0.18 0.16
-----END PRIVACY-ENHANCED MESSAGE-----