-----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, EdXUiHfDrFd/0L6Yds7fqoD0MWYFITTEqPGpWWpq7x0yjZXjlhtjpGSnpX80qTCJ 9wTwY9yvWdbahmg4BU+Ltw== 0000950137-03-005635.txt : 20031103 0000950137-03-005635.hdr.sgml : 20031103 20031103164158 ACCESSION NUMBER: 0000950137-03-005635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER MANUFACTURING CO CENTRAL INDEX KEY: 0000015840 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 440188420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12335 FILM NUMBER: 03973425 BUSINESS ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 BUSINESS PHONE: 8169683000 MAIL ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 8-K 1 c80503e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 October 30, 2003 Date of Report (Date of Earliest Event Reported) BUTLER MANUFACTURING COMPANY Commission File No. 001-12335 Delaware 44-0188420 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1540 Genessee Street P.O. BOX 419917 Kansas City, Missouri 64102 (Address of principal executive offices) (816) 968-3000 (Registrant's telephone number, including area code) ITEM 7. EXHIBITS 99.1 Press release dated October 30, 2003, furnished solely for the purposes of incorporation by reference into Item 12 herein. ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION The information in this Current Report, including the attached Exhibit, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1934. Butler Manufacturing Company on October 30, 2003 issued a press release announcing the third quarter 2003 financial results of the company. A copy of the press release is included as Exhibit 99.1 to this filing. 2 SIGNATURES Pursuant to the requirement 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. BUTLER MANUFACTURING COMPANY November 3, 2003 /s/ Larry C. Miller - ----------------------------- ------------------------------- Date Larry C. Miller Vice President - Finance, and Chief Financial Officer 3 BUTLER MANUFACTURING COMPANY FORM 8-K EXHIBIT INDEX Exhibit No Exhibit Description - ---------- ------------------- 99.1 Butler Manufacturing Company's Third Quarter Earning Press Release. 4 EX-99.1 3 c80503exv99w1.txt THIRD QUARTER EARNING PRESS RELEASE EXHIBIT 99.1 - -------------------------------------------------------------------------------- news release from Butler Manufacturing Company (NYSE:BBR) [BUTLER LOGO] Kansas City, Missouri Contact Larry Miller, Vice President - Finance (816) 968-3216 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE BUTLER MANUFACTURING COMPANY REPORTS THIRD QUARTER RESULTS KANSAS CITY, MO. Oct. 30, 2003 -- Butler Manufacturing Company (NYSE:BBR) reported sales for the third quarter ended September 30, 2003 of $221 million compared with $239 million for the same period last year. Net earnings for the quarter were breakeven compared with $1.7 million, or $0.27 per share, last year. For the nine months, sales were $564 million compared with $635 million a year ago. The depressed market conditions and related drop in volume resulted in a net loss for the period of $13 million, or $2.05 per share. Included in this loss is an after-tax charge of $4.7 million, or $0.74 per share, related to the previously announced agreement to sell the Lester Buildings Systems business. The net loss for the first nine months of last year was $3.4 million, or $0.54 per share. Commenting on the results, John Holland, chairman and chief executive officer, said, "As expected, we experienced a modest seasonal pick-up in business during the third quarter, but the market remained weak. Economic data shows the recovery is gradually gaining strength and the backlog excluding Lester, which rose to $314 million compared with $275 million at the end of the third quarter last year, is indicative of this. "The North American Building Systems segment produced third quarter sales of $105 million compared with $120 million a year ago. The pretax loss was approximately $2.8 million compared with a pretax loss of $0.9 million for the same period last year. Selling prices remain at very low levels and while the aggressive cost and capacity reductions we implemented have helped, they have not been sufficient in the short term to make up for the lower volume and depressed pricing levels. "Sales in our International Building Systems segment, which in 2003 represents our operations in China, were approximately $37 million for the third quarter, 36% higher than last year. Excluding $1.6 million of sales recorded for the European operations, which were sold in the third quarter of 2002, sales were up 44% in this segment. Pretax income in this segment was nearly $2.9 million, compared with $2.5 million a year ago, which includes $0.8 million in pretax earnings related to Europe. The significantly higher volume was the primary driver of the improved earnings. As expected, the post-SARS business rebound more than offset the slowdown experienced in the second quarter this year. We believe growth prospects remain excellent and we are well positioned to continue to expand our market leading position in the metal buildings market segment. 5 "The Vistawall Architectural Products segment sales were $57 million, 2% lower than the third quarter a year ago. Pretax earnings were approximately $3.7 million, up slightly compared with a year ago. While commercial and community construction opportunities are lower this year compared with last year, we continue to believe we are gaining market share in these segments primarily due to excellent service and competitive prices. As is true with our other businesses, costs are being well managed. "Our Construction business segment sales for the third quarter were $28 million, comparable to the same period last year. The segment posted a pretax loss of approximately $0.1 million compared with pretax earnings of $0.9 million last year. The expense reductions implemented in this business were not sufficient to offset the lower margins realized, which we believe is indicative of the competitive landscape. We are in the process of combining our Butler Construction business with our North American Buildings business, forming the Buildings Group. In addition to the expected cost savings, this change will better align our capabilities, enabling us to integrate the construction supply chain and enhance service to our customers. "There were no project sales in our Real Estate segment in the third quarter compared with $10 million in project sales last year. Rent income from completed developments produced pretax earnings of $0.3 million compared with $1.5 million pretax earnings in the same period a year ago. "Our higher margin product backlog is 5% greater than at the end of last year's third quarter and the construction backlog is approximately 60% higher. F. W. Dodge reports that nonresidential construction orders are down 4% through September as compared with down 8% through June. The trend is showing signs of improvement and the outlook, based upon the improving economic signals, would indicate that we might have reached the bottom of this difficult construction cycle. "The severe cyclical decline in the nonresidential construction industry during the past three years has outstripped the savings realized from cost reductions and capacity closures that we have implemented over this period. As a result, although the company is current with all payments under its debt agreements, at September 30, 2003, it was not in compliance with certain of its financial covenants. Because we are not in compliance, the lenders have the right to require payment of $90 million of debt recorded on the company's balance sheet, as well as require funding of approximately $25 million of stand-by letters of credit. We are required under accounting standards to reclassify the related long-term portion of this debt, $81.5 million, as a current liability on the balance sheet until we conclude a revised longer term agreement with our lenders. The attached financial statements reflect this change. "As reported in the second quarter, we have been in discussions with our lenders to develop a comprehensive longer term restructuring of the debt agreements to provide enhanced financial and operating flexibility. These discussions are continuing, but have taken longer than expected. Pending resolution of these discussions, the company does not believe it will receive additional funds from its credit line. Presently, the company's cash and cash flow from operations is expected to be adequate to provide for normal operating needs. While there is no guarantee we will be able to achieve a mutually satisfactory long-term resolution, we continue to work closely with our lenders to develop an acceptable restructuring plan. "In addition to the discussions with our lenders, the board of directors has authorized management to explore strategic options available to the company. We have engaged George K. Baum & Company to serve as our financial advisor to assist in this process. Among the options that are under consideration are the solicitation of private investment capital, asset sales, and the sale of the company. 6 "We believe the value inherent in Butler Manufacturing Company is significant, from our leading brands and market position in North America, to the substantial further growth and profitability of our operations in China. "Although this has been an extraordinarily difficult period in the U. S. nonresidential construction economy, unprecedented in its decline, we believe the actions we have taken to reduce costs, add new products and enter new markets will position the company for significantly improved operating results when economic conditions improve," Mr. Holland concluded. Butler Manufacturing Company is the world's leading producer of pre-engineered building systems, a leading supplier of architectural aluminum systems and components, and provides construction and real estate services for the nonresidential construction market. ----------------------------------- 7
CONSOLIDATED STATEMENTS OF OPERATIONS - ------------------------------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Net sales $ 220,529 $ 238,501 $ 564,331 $ 634,774 Cost of sales 192,038 206,232 493,436 551,175 ----------- ----------- ----------- ----------- Gross profit 28,491 32,269 70,895 83,599 Selling, general and administrative expenses 26,755 30,414 79,705 86,160 Asset impairment charge 814 -- 7,048 -- Restructuring charge -- (631) -- (631) ----------- ----------- ----------- ----------- Operating income (loss) 922 2,486 (15,858) (1,930) Other income (expense), net (175) 961 (1,571) 1,577 ----------- ----------- ----------- ----------- Earnings (loss) before interest and taxes 747 3,447 (17,429) (353) Interest expense 2,439 1,942 6,989 5,875 ----------- ----------- ----------- ----------- Pretax earnings (loss) (1,692) 1,505 (24,418) (6,228) Income tax benefit 1,717 187 11,437 2,846 ----------- ----------- ----------- ----------- Net earnings (loss) $ 25 $ 1,692 $ (12,981) $ (3,382) =========== =========== =========== =========== Basic earnings (loss) per common share $ 0.00 $ 0.27 $ (2.05) $ (0.54) =========== =========== =========== =========== Diluted earnings (loss) per common share $ 0.00 $ 0.27 $ (2.05) $ (0.54) =========== =========== =========== =========== Basic weighted average number of shares 6,347,891 6,321,912 6,343,201 6,309,066 Diluted weighted average number of shares 6,347,891 6,325,052 6,343,201 6,309,066
A $7.0 million pre-tax charge recorded in the second quarter related to the sale of Lester included a $6.2 million impairment charge and a charge for $.8 million other selling and legal costs recorded in other expense. In the third quarter, $.8 million was recorded as additional impairment charge related to the sale of Lester. For the nine months, net losses excluding the after-tax Lester charge were $8.2 million ($1.31 per share).
SELECTED SEGMENT INFORMATION - ------------------------------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, NET SALES 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) North American Building Systems $ 104,600 $ 119,536 $ 267,444 $ 295,748 International Building Systems 37,267 27,414 84,778 80,986 Architectural Products 57,349 58,618 164,565 166,301 Construction Services 28,400 27,905 61,720 93,042 Real Estate -- 10,400 -- 16,475 Other (7,087) (5,372) (14,176) (17,778) --------- --------- --------- --------- $ 220,529 $ 238,501 $ 564,331 $ 634,774 ========= ========= ========= =========
- ------------------------------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, PRETAX EARNINGS (LOSS) 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) North American Building Systems $ (2,798) $ (919) $(22,602) $ (6,760) International Building Systems 2,883 2,472 6,882 4,400 Architectural Products 3,668 3,474 8,582 7,405 Construction Services (70) 876 (434) 1,964 Real Estate 252 1,461 (59) 2,943 Other (5,627) (5,859) (16,787) (16,180) -------- -------- -------- -------- $ (1,692) $ 1,505 $(24,418) $ (6,228) ======== ======== ======== ========
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CONSOLIDATED BALANCE SHEETS - ------------------------------------------------------------------------------------------------------------------------------------ AT SEPTEMBER 30, 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ (DOLLARS IN THOUSANDS) LIABILITIES & ASSETS: SHAREHOLDERS' EQUITY: Cash and equivalents $ 46,705 $ 56,988 Short-term debt $ 94,072 $ 7,367 Receivables, net 122,640 118,736 Accounts payable 62,443 73,215 Inventories 64,291 55,205 Accrued liabilities 105,598 98,093 Real estate developments 7,429 9,539 Taxes on income 11,435 5,115 Assets held for sale under contract 7,182 -- Dividends payable -- 1,136 -------- -------- Net current deferred tax assets 17,441 16,635 Total current liabilities 273,548 184,926 Other current assets 14,973 13,201 -------- -------- Total current assets 280,661 270,304 Investments and other assets 76,155 53,949 Net noncurrent deferred tax liabilities -- 3,683 Assets held for sale 3,684 3,684 Other non-current liabilities 54,779 21,345 Plant and equipment, net 114,431 138,449 Long-term debt 11,635 97,843 -------- -------- Shareholders' equity 134,969 158,589 $474,931 $466,386 -------- -------- ======== ======== $474,931 $466,386 ======== ========
CONSOLIDATED STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------------------------------------------ NINE MONTHS ENDED SEPTEMBER 30, 2003 2002 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ (DOLLARS IN THOUSANDS) CASH FROM CASH FROM OPERATING ACTIVITIES: FINANCING ACTIVITIES: Net loss $(12,981) $ (3,382) Dividends (2,528) (3,400) Asset impairment charge 7,048 -- Net change in long-term debt (80,528) (402) Restructuring Charge -- (1,137) Net change in short-term debt 84,076 (350) Depreciation and amortization 14,776 13,219 Purchase and sale of Change in assets and liabilities (27,430) 10,362 treasury stock, net 404 673 Other, net 78 117 -------- -------- -------- -------- Total (18,509) 19,179 Total 1,424 (3,479) -------- -------- -------- -------- CASH FROM INVESTING ACTIVITIES: EFFECT OF EXCHANGE RATE CHANGES (167) 288 Capital expenditures - PP&E (9,531) (7,584) -------- -------- Capital expenditures - software (2,290) (6,330) Proceeds from European assets sale -- 2,345 -------- -------- DECREASE IN Total (11,821) (11,569) CASH AND EQUIVALENTS $(29,073) $ 4,419 -------- -------- ======== ========
Statements in this press release concerning the company's business outlook or future economic performance; anticipated profitability, revenues, expenses or other financial items, together with other statements that are not historical facts, are "forward-looking statements" as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in such statements. Such risks and uncertainties include, but are not limited to, industry cyclicality, fluctuations in customer demand and order pattern, the seasonal nature of the business, changes in pricing or other actions by competitors, and general economic conditions, as well as other risks detailed in the company's 2002 Annual Report to Shareholders on page 16. 10/30/03 9 -----END PRIVACY-ENHANCED MESSAGE-----