-----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, MYQt3h84PVYSQfntbGlqkTD+Q/vR7FjN393f1+6OhWVYm7vTy94NF4JurcDES94Q vPd9WNUsy1aibIij4gqPlw== 0000350846-00-000012.txt : 20000512 0000350846-00-000012.hdr.sgml : 20000512 ACCESSION NUMBER: 0000350846-00-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPREME INDUSTRIES INC CENTRAL INDEX KEY: 0000350846 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 751670945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08183 FILM NUMBER: 626029 BUSINESS ADDRESS: STREET 1: 65140 US 33 E STREET 2: PO BOX 237 CITY: GOSHEN STATE: IN ZIP: 46526 BUSINESS PHONE: 2196423070 MAIL ADDRESS: STREET 1: P O BOX 237 STREET 2: 65140 U S 33 EAST CITY: GOSHEN STATE: IN ZIP: 46526 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORATION SURVEYS INC DATE OF NAME CHANGE: 19850813 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-8183 SUPREME INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 75-1670945 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 16441 C.R. 38, P.O. Box 237, Goshen, Indiana 46528 (Address of principal executive offices) Registrant's telephone number, including area code: (219) 642-3070 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($.10 Par Value) Outstanding at May 7, 2000 Class A 8,819,224 Class B 1,826,092 The index to Exhibits is at page 13 in the sequential numbering system. Total number of pages: 13. Page 1 of 13 SUPREME INDUSTRIES, INC. CONTENTS Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets 3 & 4 Consolidated Statements of Income 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 & 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 & 10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 Index to Exhibits 13 Page 2 of 13 Part I. Financial Information Item 1. Financial Statements Supreme Industries, Inc. and Subsidiaries Consolidated Balance Sheets March 31, December 31, 2000 1999 --------------- --------------- Assets (Unaudited) Current assets: Cash and cash equivalents............... $207,923 $270,935 Accounts receivable, net................ 33,158,294 29,026,385 Refundable income taxes................. 1,385,000 1,385,000 Inventories............................. 36,523,830 38,552,339 Deferred income taxes................... 1,268,284 1,268,284 Other current assets.................... 383,156 436,381 --------------- --------------- Total current assets............... 72,926,487 70,939,324 --------------- --------------- Property, plant and equipment, at cost.... 60,771,799 59,072,394 Less, Accumulated depreciation and amortization 22,518,476 21,608,302 --------------- --------------- Property, plant and equipment, net. 38,253,323 37,464,092 --------------- --------------- Intangible assets, net.................... 1,247,939 1,298,766 Other assets.............................. 857,998 880,246 --------------- --------------- Total assets....................... $113,285,747 $110,582,428 =============== =============== The accompanying notes are a part of the consolidated financial statements. Page 3 of 13 Supreme Industries, Inc. and Subsidiaries Consolidated Balance Sheets, Concluded March 31, December 31, 2000 1999 --------------- --------------- Liabilities and Stockholders' Equity (Unaudited) Current liabilities: Current maturities of long-term debt.... $4,780,107 $4,805,107 Trade accounts payable.................. 10,913,150 12,001,927 Accrued income taxes.................... 2,775,693 947,776 Other accrued liabilities............... 7,937,879 10,530,737 --------------- --------------- Total current liabilities.......... 26,406,829 28,285,547 Long-term debt............................ 38,144,430 35,319,246 Deferred income taxes..................... 2,128,452 2,128,452 --------------- --------------- Total liabilities.................. 66,679,711 65,733,245 --------------- --------------- Stockholders' equity...................... 46,606,036 44,849,183 --------------- --------------- Total liabilities and stockholders' equity........................... $113,285,747 $110,582,428 =============== =============== The accompanying notes are a part of the consolidated financial statements. Page 4 of 13 Supreme Industries, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited) Three Months End March 31, ------------------------------- 2000 1999 --------------- --------------- Revenues.................................. $71,781,085 $56,376,042 --------------- --------------- Costs and expenses: Cost of sales........................... 59,202,554 46,834,398 Selling, general and administrative..... 7,002,931 5,154,775 Interest................................ 879,493 339,004 --------------- --------------- 67,084,978 52,328,177 --------------- --------------- Income before income taxes......... 4,696,107 4,047,865 Income taxes.............................. 1,887,000 1,650,000 --------------- --------------- Net income......................... $2,809,107 $2,397,865 =============== =============== Earnings per share: Basic.............................. $.25 $.18 Diluted............................ .25 .18 Shares used in the computation of earnings per share: Basic.............................. 11,300,571 13,228,312 Diluted............................ 11,304,608 13,323,492 The accompanying notes are a part of the consolidated financial statements. Page 5 of 13 Supreme Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Three Months End March 31, ------------------------------- 2000 1999 --------------- --------------- Cash flows from operating activities: Net income.............................. $2,809,107 $2,397,865 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization....... 964,183 771,076 Gain on disposal of equipment....... -- (2,317) Changes in operating assets and liabilities....................... (3,903,893) (3,076,920) --------------- --------------- Net cash provided by (used in) operating activities................ (130,603) 89,704 --------------- --------------- Cash flows from investing activities: Additions to property, plant and equipment............................. (1,702,587) (1,321,030) Proceeds from disposal of property, plant and equipment................... -- 3,325 Decrease in other assets................ 22,248 14,513 --------------- --------------- Net cash (used in) investing activities.......................... (1,680,339) (1,303,192) --------------- --------------- Cash flows from financing activities: Proceeds from revolving line of credit and other long-term debt.............. 22,707,632 22,569,011 Repayments of revolving line of credit and other long-term debt.............. (19,907,448) (21,472,628) Acquisiton of treasury stock............ (1,052,254) (2,975) --------------- --------------- Net cash provided by financing activities.......................... 1,747,930 1,093,408 --------------- --------------- Decrease in cash and cash equivalents..... (63,012) (120,080) Cash and cash equivalents, beginning of period.................................. 270,935 185,424 --------------- --------------- Cash and cash equivalents, end of period.. $207,923 $65,344 =============== =============== The accompanying notes are a part of the consolidated financial statements. Page 6 of 13 SUPREME INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION AND OPINION OF MANAGEMENT The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all of the information and financial statement disclosures necessary for a fair presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management, the information furnished herein includes all adjustments necessary to reflect a fair statement of the interim periods reported. All adjustments are of a normal and recurring nature. The December 31, 1999 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. NOTE B - INVENTORIES Inventories, which are stated at the lower of cost or market with cost determined on the first-in, first-out method, consist of the following: March 31, December 31, 2000 1999 ------------ ------------ Raw materials.................$ 22,167,948 $ 23,687,824 Work-in-progress.............. 4,902,962 5,175,269 Finished goods................ 9,452,920 9,689,246 ------------ ------------ $ 36,523,830 $ 38,552,339 ============ ============ The valuation of raw materials, work-in-progress and finished goods inventories at interim dates is based upon a gross profit percentage method and bills of materials. The Company has historically had favorable and unfavorable quarterly adjustments resulting from annual physical inventories. The Company is continuing to refine its costing procedures for valuation of interim inventories in an effort to minimize book to physical inventory adjustments. NOTE C - INCOME TAXES The effective income tax rate for the three months ended March 31, 2000 was 40.2% compared to 40.8% for the three months ended March 31, 1999. Page 7 of 13 NOTE D - EARNINGS PER SHARE The number of shares used in the computation of basic and diluted earnings per share are as follows: Three Months Ended March 31, ------------------- 2000 1999 -------- -------- Weighted average number of shares outstanding (used in computation of basic earnings per share) 11,301 13,228 Effect of dilutive stock options 4 95 -------- -------- Diluted shares outstanding (used in computation of diluted earnings per share) 11,305 13,323 ======== ======== The computations of the number of common shares used in the determination of basic and diluted earnings per share give retroactive recognition to the two (2) 5% common stock dividends declared and paid in 1999, and the 5% common stock dividend declared and paid in May 2000. NOTE E - STOCK DIVIDEND On May 1, 2000, the Company's Board of Directors declared a 5% common stock dividend payable on May 22, 2000 to stockholders of record on May 15, 2000. Page 8 of 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations Revenues for the quarter ended March 31, 2000 increased $15.4 million to $71.8 million from $56.4 million for the quarter ended March 31, 1999. The increased revenues relate primarily to the Company's large fleet customers who accounted for approximately 82% of the increase. Gross profit as a percentage of revenues increased to 17.5% for the quarter ended March 31, 2000 compared to 16.9% for the quarter ended March 31, 1999. Increases in material cost were offset by declines in both direct labor and overhead costs. Benefiting labor costs were the large runs of like units for the Company's major fleet customers. They are being built and delivered primarily in the first and second quarters of 2000 while in 1999 a significant number were delivered in the third quarter. While overhead costs declined as a percentage of revenues in the quarter when compared to the comparable prior year quarter, the workers compensation and group health insurance components of overhead costs continue to show increases. Selling, general and administrative expenses as a percentage of revenues increased slightly to 9.8% for the quarter ended March 31, 2000 from 9.1% for the quarter ended March 31, 1999. Contributing to this increase was the rise in the fuel charge component of delivery expense. Interest expense increased $540,489 to $879,493 for the quarter ended March 31, 2000 from $339,004 for the prior year comparable quarter. This increase relates to the $17.1 million term loan used to finance the repurchase of 1,688,823 shares of Class A Common Stock completed in May of 1999. Net income for the quarter ended March 31, 2000 was $2,809,107 compared to $2,397,865 for the prior year comparable quarter. Basic and diluted earnings per share were $.25 for the quarter ended March 31, 2000 compared to $.18 for the quarter ended March 31, 1999. Page 9 of 13 Liquidity and Capital Resources Net income of $2.8 million and funds available under the Company's revolving credit agreement were adequate to finance operations during the quarter ended March 31, 2000. Depreciation and amortization were the other significant components of cash flow. The increase in accounts receivable of $4.1 million in the quarter correlates directly with the significantly increased revenues. Days sales outstanding were 38 for both the quarters ended March 31, 2000 and March 31, 1999. The decrease in inventory of $2.0 million is also attributed to the increase in revenues. The Company has spent $1.7 million on capital expenditures for the quarter ended March 31, 2000. The Company is currently in the process of purchasing its North Carolina leased facility for $2.1 million, two distribution facilities to service the Northern and Central Ohio markets for $.9 million and a St. Louis distribution facility for $.4 million. These purchases are expected to be completed in the second and third quarters of fiscal 2000. The principal financing activity during the quarter was the use of the Company's revolving credit agreement to finance operations, capital expenditures and the Company's previously announced stock repurchase program to repurchase up to 500,000 shares of class A common stock in open market purchases or privately negotiated transactions through June 30, 2000. The Company has purchased 217,535 shares at an average cost of $5.19 per share through April 17, 2000. The Company anticipates that cash flows from operations and funds available under the Company's revolving credit agreement will be sufficient to meet the Company's cash needs during 2000. Forward-Looking Statements This report contains forward-looking statements, other than historical facts, which reflect the view of the Company's management with respect to future events. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that the expectations reflected in such forward-looking statements are reasonable, and it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual ressults to differ materially from such expectations include, without limitation, limitations on the availability of chassis on which the Company's product is dependent, availability of raw materials and severe interest rate increases. The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements. Page 10 of 13 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Supreme Industries, Inc.'s annual meeting of stockholders was held on April 27, 2000. Below is a summary of matters voted upon at that meeting. a) The following individuals were elected Directors by the holders of the Company's Class A Common Stock by a vote of 7,529,012 to 404,661 with no abstentions: Rice M. Tilley, Jr. Rick L. Horn H. Douglas Schrock The following individuals were elected Directors by the holders of the Company's Class B Common Stock by a vote of 1,826,092 to 0 with no abstentions: William J. Barrett Robert J. Campbell Thomas Cantwell Herbert M. Gardner Omer G. Kropf Robert W. Wilson b) PricewaterhouseCoopers LLP was ratified as the Company's independent auditors by a vote of 7,884,118 to 23,231 with 26,324 abstaining. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a) Exhibits: Exhibit 27 - Financial Data Schedule b) Reports on Form 8-K: None Page 11 of 13 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. SUPREME INDUSTRIES, INC. DATE: May 11, 2000 BY: /s/ROBERT W. WILSON Robert W. Wilson Executive Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) (Signing on behalf of the Registrant and as Principal Financial Officer.) Page 12 of 13 SUPREME INDUSTRIES, INC. FORM 10-Q INDEX TO EXHIBITS Sequential Number Assigned Numbering System in Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - ----------------- ---------------------- ---------------- (2) No exhibit. (3) No exhibit. (4) No exhibit. (10) No exhibit. (11) No exhibit. (15) No exhibit. (18) No exhibit. (19) No exhibit. (22) No exhibit. (23) No exhibit. (24) No exhibit. (27) Financial data schedule. (99) No exhibit. Page 13 of 13 EX-27 2
5 3-MOS DEC-31-2000 MAR-31-2000 207,923 0 33,767,294 609,000 36,523,830 72,926,487 60,771,799 22,518,476 113,285,747 26,406,829 38,144,430 0 0 1,260,586 0 113,285,747 71,781,085 71,781,085 59,202,554 59,202,554 7,002,931 0 879,493 4,696,107 1,887,000 2,809,107 0 0 0 2,809,107 0.25 0.25
-----END PRIVACY-ENHANCED MESSAGE-----