Delaware
|
001-05558
|
75-1277589
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Item 2.02 | Results of Operations and Financial Condition. |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description |
99.1 | Press release issued by the Company on March 30, 2016. |
By:
|
/s/ Curt Kroll
|
Curt Kroll
|
|
Vice President, Treasurer and Chief Financial Officer
|
|
Date: March 30, 2016
|
Exhibit No. | Description |
99.1 | Press release issued by the Company on March 30, 2016. |
- | Net sales increased 14% over prior year |
- | Completed relocation of the Bridgeton, Missouri manufacturing facility to Jefferson City, Missouri |
- | Continued to integrate Tiffin, Ohio manufacturing facility |
· | Net sales for the year ended December 31, 2015 were $114.0 million, an increase of $14.3 million, or 14.3%, compared to the same period in 2014. The increase was a result of the Tiffin, Ohio business acquisition, which contributed $19.0 million in net sales for the year ended December 31, 2015, partially offset by decreased sales of $2.7 million at our Fort Wayne manufacturing facility and $2.3 million at our Jefferson City, Missouri facility due to the transition of those operations from Bridgeton, Missouri in the fourth quarter of 2015. Gross margin was 13.7% for the year ended December 31, 2015, a decrease of 140 basis points from the same period a year ago. The decrease was primarily a result of increased rent expense incurred due to operating at both our Bridgeton, Missouri and Jefferson City, Missouri facilities during our relocation for the year ended December 31, 2015 as compared to the year ended December 31, 2014. |
· | Severance, restructuring and related charges of $5.6 million for the year ended December 31, 2015, were for the relocation of our Bridgeton, Missouri facility to Jefferson City, Missouri. |
· | Operating loss was $4.1 million, or 3.6% of net sales during the year ended December 31, 2015, compared to operating income of $1.1 million, or 1.1% of net sales, for the same period in 2014. With the exclusion of one-time items related to our facility relocation and the acquisition costs of the Tiffin, Ohio manufacturing facility, operating income was $3.9 million for the year ended December 31, 2015 versus an operating income of $1.3 million for the year ended December 31, 2014. |
· | Interest expense increased by $3.0 million during the year ended December 31, 2015 as compared to the year ended December 31, 2014 as a result of the increased borrowings under the First and Second Lien Credit Agreements during the period. |
· | The income tax benefit for the year ended December 31, 2014 includes a benefit as a result of the acquisition of Fort Wayne Holdings, Inc. The Company recorded deferred tax liabilities of $2.4 million which reduced its net deferred tax assets. The reduction in deferred tax assets caused a release of a valuation allowance of $2.3 million. |
· | The Company reported a net loss for the year ended December 31, 2015 of $8.0 million, or $1.00 per basic and diluted share, versus net income of $2.5 million, or $0.31 per basic share ($0.09 per diluted share), for the year ended December 31, 2014. With the exclusion of one-time items related to our facility relocation, acquisition costs included in selling, general and administrative expenses in 2015 and the one-time tax benefit and acquisition costs in 2014, net income was $0.0 million for the year ended December 31, 2015 versus net income of $0.4 million for the year ended December 31, 2014. |
· |
Net sales in the fourth quarter of 2015 were $30.3 million, an increase of $2.7 million, or 9.7%, compared to the same period in 2014. The increase was a result of the Tiffin, Ohio business acquisition, partially offset by reduced sales at our Jefferson City, Missouri facility due to the transition of those operations from Bridgeton, Missouri in the fourth quarter of 2015 . Gross margin was 8.0% for the three months ended December 31, 2015, a decrease of 280 basis points from the same period a year ago. The decrease was primarily a result of increased rent expense incurred due to operating both our Bridgeton, Missouri and Jefferson City, Missouri facilities during our relocation and slightly lower margins on sales due to product mix for the three months ended December 31, 2015 as compared to the three months ended December 31, 2014.
|
· | Severance, restructuring and related charges were $1.7 million for the three months ended December 31, 2015 for costs associated with the relocation of our Bridgeton, Missouri manufacturing facility to Jefferson City, Missouri. |
· | Operating loss was $2.3 million, or 7.5% of net sales, in the fourth quarter of 2015, compared to $0.4 million, or 1.3% of net sales, for the same period in 2014. With the exclusion of one-time items related to our facility relocation, operating loss was $0.5 million and $0.4 million for the three months ended December 31, 2015 and 2014, respectively. |
· | Interest expense increased by $1.1 million during the fourth quarter as a result of the increased borrowings under the First and Second Lien Credit Agreements during the period. |
· | Net loss in the fourth quarter of 2015 was $3.5 million, or $0.45 per basic and diluted share, versus net loss of $0.6 million, or $0.07 per basic and diluted share, in the fourth quarter of 2014. With the exclusion of the one-time items related to our facility relocation, net loss was $1.7 million for the three months ended December 31, 2015 versus net loss of $0.6 million for the three months ended December 31, 2014. |
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
December 31,
2015
|
December 31,
2014
|
December 31,
2015
|
December 31,
2014
|
|||||||||||||
Net sales
|
$
|
30,255
|
$
|
27,580
|
$
|
113,957
|
$
|
99,657
|
||||||||
Cost of goods sold
|
27,831
|
24,585
|
98,361
|
84,605
|
||||||||||||
Gross profit
|
2,424
|
2,995
|
15,596
|
15,052
|
||||||||||||
Selling, general and administrative expenses
|
3,001
|
3,357
|
14,145
|
13,990
|
||||||||||||
Severance, restructuring and related charges
|
1,679
|
-
|
5,593
|
-
|
||||||||||||
Operating (loss) income
|
(2,256
|
)
|
(362
|
)
|
(4,142
|
)
|
1,062
|
|||||||||
Interest expense
|
(1,314
|
)
|
(225
|
)
|
(4,047
|
)
|
(1,011
|
)
|
||||||||
Other, net
|
39
|
38
|
139
|
155
|
||||||||||||
(Loss) income before income tax (expense) benefit
|
(3,531
|
)
|
(549
|
)
|
(8,050
|
)
|
206
|
|||||||||
Income tax (expense) benefit
|
(8
|
)
|
(24
|
)
|
90
|
2,279
|
||||||||||
Net (loss) income
|
$
|
(3,539
|
)
|
$
|
(573
|
)
|
$
|
(7,960
|
)
|
$
|
2,485
|
|||||
Other comprehensive (loss) income
|
||||||||||||||||
Foreign currency translation
|
(75
|
)
|
(55
|
)
|
(253
|
)
|
(130
|
)
|
||||||||
Pension and other postretirement benefits
|
166
|
(566
|
)
|
166
|
(566
|
)
|
||||||||||
Total other comprehensive income (loss)
|
91
|
(621
|
)
|
(87
|
)
|
(696
|
)
|
|||||||||
Total comprehensive (loss) income
|
$
|
(3,448
|
)
|
$
|
(1,194
|
)
|
$
|
(8,047
|
)
|
$
|
1,789
|
|||||
(Loss) earnings per share of common stock - Basic
|
$
|
(0.45
|
)
|
$
|
(0.07
|
)
|
$
|
(1.00
|
)
|
$
|
0.31
|
|||||
(Loss) earnings per share of common stock - Diluted
|
$
|
(0.45
|
)
|
$
|
(0.07
|
)
|
$
|
(1.00
|
)
|
$
|
0.09
|
December 31,
2015
|
December 31,
2014
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$
|
53
|
$
|
66
|
||||
Accounts receivable, net of allowances of $27 and $183
|
12,211
|
10,840
|
||||||
Inventories, net
|
19,267
|
15,881
|
||||||
Other current assets
|
2,164
|
659
|
||||||
Total current assets
|
33,695
|
27,446
|
||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
8,377
|
2,556
|
||||||
Intangibles, net
|
20,877
|
3,909
|
||||||
Other
|
3,882
|
1,839
|
||||||
Total other assets
|
33,136
|
8,304
|
||||||
Property and Equipment
|
51,421
|
59,421
|
||||||
Less - Accumulated depreciation
|
(36,646
|
)
|
(49,263
|
)
|
||||
Property and equipment, net
|
14,775
|
10,158
|
||||||
Total assets
|
$
|
81,606
|
$
|
45,908
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
20,440
|
$
|
7,327
|
||||
Book overdraft
|
918
|
699
|
||||||
Accrued compensation
|
1,149
|
1,457
|
||||||
Accrued expenses
|
7,142
|
7,093
|
||||||
Payable to related party
|
-
|
3,650
|
||||||
Deferred revenue
|
130
|
186
|
||||||
Current maturities of long term debt
|
1,800
|
-
|
||||||
Revolving credit agreement
|
23,969
|
21,967
|
||||||
Total current liabilities
|
55,548
|
42,379
|
||||||
DEFERRED REVENUE
|
-
|
130
|
||||||
PAYABLE TO RELATED PARTY
|
4,268
|
-
|
||||||
LONG TERM DEBT
|
22,913
|
-
|
||||||
OTHER LIABILITIES
|
7,615
|
4,090
|
||||||
Total liabilities
|
90,344
|
46,599
|
||||||
STOCKHOLDERS’ DEFICIT
|
||||||||
15% Convertible preferred stock
|
108,256
|
108,256
|
||||||
Common stock
|
9,822
|
9,822
|
||||||
Additional paid-in capital
|
27,110
|
27,110
|
||||||
Accumulated other comprehensive loss
|
(1,631
|
)
|
(1,544
|
)
|
||||
Accumulated deficit
|
(130,858
|
)
|
(122,898
|
)
|
||||
Treasury stock
|
(21,437
|
)
|
(21,437
|
)
|
||||
Total stockholders' deficit
|
(8,738
|
)
|
(691
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
81,606
|
$
|
45,908
|
Twelve Months Ended
|
||||||||
December 31,
2015
|
December 31,
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(7,960
|
)
|
$
|
2,485
|
|||
Depreciation
|
2,986
|
1,996
|
||||||
Amortization of intangible assets
|
820
|
157
|
||||||
Amortization of debt issuance costs
|
658
|
326
|
||||||
Stock-based compensation
|
(15
|
)
|
27
|
|||||
Payment In Kind interest expense
|
831
|
-
|
||||||
Loss on disposal of assets
|
207
|
-
|
||||||
Tenant improvement allowances
|
2,411
|
-
|
||||||
Deferred income taxes
|
(110
|
) |
(2,317
|
)
|
||||
Other
|
(623
|
)
|
-
|
|||||
(795
|
)
|
2,674
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(579
|
)
|
(2,099
|
)
|
||||
Inventories
|
(1,909
|
)
|
(4,450
|
)
|
||||
Other assets
|
(1,245
|
)
|
56
|
|||||
Accounts payable
|
9,393
|
733
|
||||||
Accrued expenses
|
(621
|
)
|
(246
|
)
|
||||
Payable to related party
|
500
|
500
|
||||||
Deferred revenue
|
(186
|
)
|
(187
|
)
|
||||
Other liabilities
|
(136
|
) |
(308
|
)
|
||||
5,217
|
(6,001
|
)
|
||||||
Net cash provided by (used in) continuing operations
|
4,422
|
(3,327
|
)
|
|||||
Net cash provided by discontinued operations
|
-
|
74
|
||||||
Net cash provided by (used in) operating activities
|
4,422
|
(3,253
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Payment for acquisition, net of cash received
|
(23,855
|
)
|
(10,775
|
)
|
||||
Proceeds from sale of assets
|
474
|
-
|
||||||
Capital expenditures
|
(3,893
|
)
|
(831
|
)
|
||||
Net cash used in investing activities
|
(27,274
|
)
|
(11,606
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net borrowings on revolving credit facility
|
2,002
|
14,261
|
||||||
Proceeds from term loan facility
|
24,000
|
-
|
||||||
Loan from related party
|
-
|
400
|
||||||
(Decrease) increase in book overdraft
|
(123
|
)
|
435
|
|||||
Direct costs associated with debt facilities
|
(2,627
|
)
|
(672
|
)
|
||||
Net cash provided by financing activities
|
23,252
|
14,424
|
||||||
Effect of exchange rate changes on cash
|
(413
|
)
|
(207
|
)
|
||||
Net decrease in cash
|
(13
|
)
|
(642
|
)
|
||||
Cash, beginning of period
|
66
|
708
|
||||||
Cash, end of period
|
$
|
53
|
$
|
66
|
||||
Supplemental cash flows disclosure
|
||||||||
Interest paid
|
$
|
2,504
|
$
|
657
|
||||
Income taxes paid
|
$
|
30
|
$
|
31
|
||||
Supplemental information of non-cash investing and financing activity
|
||||||||
Accrued contingent earnout payment
|
$
|
2,000
|
$
|
-
|
||||
Capital expenditures included in accounts payable and book overdrafts
|
$
|
1,904
|
$
|
-
|
||||
Asset retirement obligation included in other liabilities
|
$
|
190
|
$
|
-
|