0000926044-01-500125.txt : 20011107 0000926044-01-500125.hdr.sgml : 20011107 ACCESSION NUMBER: 0000926044-01-500125 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010929 FILED AS OF DATE: 20011102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNAPE & VOGT MANUFACTURING CO CENTRAL INDEX KEY: 0000056362 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 380722920 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01859 FILM NUMBER: 1773842 BUSINESS ADDRESS: STREET 1: 2700 OAK INDUSTRIAL DR NE CITY: GRAND RAPIDS STATE: MI ZIP: 49505 BUSINESS PHONE: 6164593311 MAIL ADDRESS: STREET 1: 2700 OAK INDUSTRIAL DRIVE, NE CITY: GRAND RAPIDS STATE: MI ZIP: 49505 10-Q 1 knape10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 29, 2001 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 Number 2-18868 KNAPE & VOGT MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Michigan 38-0722920 (State of Incorporation) (IRS Employer Identification No.) 2700 Oak Industrial Drive, NE Grand Rapids, Michigan 49505 (Address of principal executive offices) (Zip Code) (616) 459-3311 (Telephone Number) 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 ______ 2,271,717 common shares were outstanding as of October 26, 2001. 2,330,841 Class B common shares were outstanding as of October 26, 2001. KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Condensed Consolidated Balance Sheets --September 29, 2001 and June 30, 2001.........................2 Condensed Consolidated Statements of Income --Three Months Ended September 29, 2001 and September 30, 2000...........................................3 Condensed Consolidated Statements of Cash Flows --Three Months Ended September 29, 2001 and September 30, 2000...........................................4 Notes to Condensed Consolidated Financial Statements................................................5-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................8-9 Item 3. Quantitative and Qualitative Disclosures About Market Risk................................................10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K..............................11 SIGNATURES ..............................................................12 1 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) Sept. 29, 2001 June 30, 2001 -------------------- ----------------- Assets Current assets Cash and equivalents $ 2,835,766 $ 2,113,940 Accounts receivable - net 16,772,554 17,822,214 Inventories 14,491,120 14,290,096 Prepaid expenses and other 2,672,533 3,271,460 -------------------- ----------------- Total current assets 36,771,973 37,497,710 -------------------- ----------------- Property, plant and equipment 80,683,626 79,549,733 Less accumulated depreciation 40,060,073 38,524,582 -------------------- ----------------- Net property, plant and equipment 40,623,553 41,025,151 -------------------- ----------------- Goodwill 5,046,482 5,137,697 Other assets 6,082,415 6,142,835 -------------------- ----------------- $ 88,524,423 $ 89,803,393 ==================== ================= Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 10,494,991 $ 10,366,596 Other accrued liabilities 8,695,439 8,665,511 -------------------- ----------------- Total current liabilities 19,190,430 19,032,107 -------------------- ----------------- Long-term debt 22,280,000 23,750,000 Deferred income taxes and other long-term liabilities 10,612,489 9,888,589 -------------------- ----------------- Total liabilities 52,082,919 52,670,696 -------------------- ----------------- Stockholders' Equity Common stock (Common - 2,282,017 and 2,277,921 shares issued, Class B common - 2,330,841 and 2,339,920 shares issued, Preferred - unissued) 9,225,716 9,235,682 Additional paid-in capital 8,457,132 8,502,727 Unearned stock grant (94,500) (94,500) Accumulated other comprehensive income: Foreign currency translation adjustment (185,380) (86,729) Derivative adjustment (1,070,443) (353,301) Minimum supplemental executive retirement plan liability adjustment (1,034,984) (1,036,062) Retained earnings 21,143,963 20,964,880 -------------------- ----------------- Total stockholders' equity 36,441,504 37,132,697 -------------------- ----------------- $ 88,524,423 $ 89,803,393 ==================== =================
See accompanying notes. 2 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Sept. 29, 2001 Sept. 30, 2000 ----------------- ---------------- Net sales $ 33,089,191 $ 37,769,452 Cost of sales 25,478,571 27,969,204 ------------------- ------------------- Gross profit 7,610,620 9,800,248 Selling and administrative expenses 5,774,022 5,992,668 ------------------- ------------------- Operating income 1,836,598 3,807,580 Other expenses 441,970 436,685 ------------------- ------------------- Income before income taxes 1,394,628 3,370,895 Income taxes 489,000 1,190,000 ------------------- ------------------- Net income $ 905,628 $ 2,180,895 =================== =================== Basic earnings per share: Net income per share $ 0.20 $ 0.47 =================== =================== Weighted average shares outstanding 4,616,964 4,615,000 Diluted earnings per share: Net income per share $ 0.20 $ 0.47 =================== =================== Weighted average shares outstanding 4,616,964 4,619,016 Cash dividend - common stock $ .165 $ .165 Cash dividend - Class B common stock $ .15 $ .15
See accompanying notes. 3 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended Sept. 29, 2001 Sept. 30, 2000 ------------------ ------------------ Operating Activities: Net income $ 905,628 $ 2,180,895 Non-cash items: Depreciation and amortization 1,891,440 1,538,556 Deferred income taxes (72,000) (70,000) Other long-term liabilities 134,622 100,932 Loss on disposal of fixed assets 68,232 - Changes in operating assets and liabilities: Accounts receivable 996,733 1,787,816 Inventories (201,024) (1,580,171) Other current assets 509,431 63,185 Accounts payable and accrued expenses 226,854 (1,721,769) ------------------- ------------------ Net cash provided by operating activities 4,459,916 2,299,444 ------------------- ------------------ Investing Activities: Additions to property, plant and equipment (1,488,032) (2,195,587) Proceeds from sales of property, plant and equipment 105,705 - Payments for other non-current assets (8,891) (1,059) ------------------- ------------------ Net cash used for investing activities (1,391,218) (2,196,646) ------------------- ------------------ Financing Activities: Cash dividends paid (726,545) (725,707) Proceeds from issuance of common stock - 3,903 Repurchase and retirement of common stock (66,174) (20,537) Borrowings on long-term debt 9,510,000 14,790,000 Payments on long-term debt (10,980,000) (14,270,000) ------------------- ------------------ Net cash used for financing activities (2,262,719) (222,341) ------------------- ------------------ Effect of Exchange Rate Changes on Cash (84,153) (18,894) ------------------- ------------------ Net Increase (Decrease) in Cash and Equivalents 721,826 (138,437) Cash and equivalents, beginning of year 2,113,940 2,351,622 ------------------- ------------------ Cash and equivalents, end of period $ 2,835,766 $ 2,213,185 =================== ================== Cash Paid During the Period - interest $ 407,403 $ 372,418 - income taxes $ 20,000 $ 285,000
See accompanying notes. 4 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished reflects all adjustments, which are, in the opinion of management, necessary for a fair statement of the results of operations and consist of only normal recurring adjustments. Interim results are not necessarily indicative of the results for the year-end and are subject to year-end adjustments, and audit by independent public accountants. The balance sheet at June 30, 2001, has been taken from the audited financial statements at that date. The condensed consolidated financial statements and notes should be read in conjunction with the Company's 2001 annual report. The Company utilizes a 52- or 53-week fiscal year, which ends on the Saturday nearest the end of June. The fiscal years ending June 30, 2001 and June 29, 2002 each contain 52 weeks. The Company uses an interest rate swap agreement to modify a portion of the variable rate revolving line of credit to a fixed rate obligation, thereby reducing the exposure to market rate fluctuations. The interest rate swap agreement is designated as a hedge, and effectiveness is determined by matching the principal balance and terms with that specific obligation. Amounts currently due to or from interest-rate-swap-counter parties are recorded in interest expense in the period in which they accrue. The derivative was recognized as a liability on the balance sheet at its fair value of $1,647,443 at September 29, 2001 and $543,301 at June 30, 2001 and as an asset on the balance sheet of $375,019 at September 30, 2000. In accordance with the Emerging Issues Task Force ("EITF") No. 00-10, "Accounting for Shipping and Handling Fees and Costs," certain shipping costs have been reclassified from sales to cost of goods sold. Certain handling costs as defined by the EITF are classified as operating expenses and amounted to $1,219,243 and $1,229,489 for the quarters ended September 29, 2001 and September 30, 2000, respectively. In addition, EITF No. 00-22, "Accounting for Certain `Points' and Other Time-Based Sales Incentive Offers, and Offers for Free Products or Services to be Delivered in the Future," resulted in certain rebate offers that are delivered subsequent to a single exchange transaction being recognized when incurred and reported as a reduction of revenue. In May 2001, the EITF issued EITF No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products." EITF No. 00-25 requires that certain amounts paid to customers under cooperative advertising and buydown programs be recognized when incurred and reported as a reduction of revenue. EITF Nos. 00-22 and 00-25 resulted in certain costs having been reclassified from operating expenses to net sales, however, they did not have any impact on operating or net income. Accordingly, certain prior year information has been reclassified to conform to the current year presentation. Note 2 - New Accounting Standards In June 2001, the Financial Accounting Standards Board finalized Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interest method of accounting for business combinations. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141. 5 SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142. The Company's previous business combinations were accounted for using the purchase method. As of September 29, 2001, the net carrying amount of goodwill is $5,046,482. Currently, the Company is assessing but has not yet determined how the adoption of SFAS 141 and SFAS 142 will impact its financial position and results of operation. Note 3 - Common Stock and Per Share Information Common stock is $2 par - shares authorized 6,000,000 of common stock and 4,000,000 of Class B common stock. The following table reconciles the numerators and denominators used in the calculations of basic and diluted EPS for each of the periods presented: Sept. 29, 2001 Sept. 30, 2000 --------------------- -------------------- Numerators: Numerator for both basic and diluted EPS, net income $905,628 $2,180,895 ===================== ==================== Denominators: Denominator for basic EPS, weighted-average common shares outstanding 4,616,964 4,615,000 Potentially dilutive shares resulting from stock option plans - 4,016 --------------------- -------------------- Denominator for diluted EPS 4,616,964 4,619,016 ===================== ====================
The following exercisable stock options were not included in the computation of diluted EPS because the option prices were greater than average quarterly market prices. Sept. 29, 2001 Sept. 30, 2000 --------------------- -------------------- Exercise Price $12.58 4,995 - $13.64 20,410 - $14.09 20,350 - $16.74 10,594 11,192 $18.18 9,625 10,450 $26.54 62,432 -
Note 4 - Inventories Inventories are valued at the lower of FIFO (first-in, first-out) cost or market. Inventories are summarized as follows: Sept. 29, 2001 June 30, 2001 -------------- -------------- Finished products $ 10,065,277 $ 9,916,080 Work in process 1,792,344 1,608,544 Raw materials 2,633,499 2,765,472 -------------- -------------- Total $ 14,491,120 $ 14,290,096 ============== ==============
6 Note 5 - Comprehensive Income Comprehensive income is comprised of net income and all changes to stockholders' equity, except those due to investments by owners and distributions to owners. Comprehensive income and its components consist of the following: Three months ended Sept. 29, 2001 Sept. 30, 2000 --------------------------------------------- ----------------- -- ---------------- Net income $905,628 $ 2,180,895 Other comprehensive income: Foreign currency translation adjustment (98,651) (33,287) Derivative adjustment (717,142) 244,019 Minimum SERP liability adjustment 1,078 757 ----------------- ---------------- Comprehensive income $ 90,913 $ 2,392,384 ================= ================
Other comprehensive income (loss) related to the interest rate swap agreement consisted of the following components: Sept. 29, 2001 Sept. 30, 2000 -------------------- -------------------- ------------------ ------------------- Pre-Tax After-Tax Pre-Tax After-Tax -------------------- -------------------- ------------------ ------------------- Cumulative effect of a change in accounting principle, as of July 1, 2000 $ - $ - $ 797,871 $ 518,616 Change in fair value of interest rate swap (981,225) (637,225) (449,607) (292,352) Settlement to interest expense (122,917) (79,917) 26,755 17,755 -------------------- -------------------- ------------------ ------------------- Other comprehensive income (loss) $(1,104,142) $ (717,142) $ 375,019 $ 244,019 ==================== ==================== ================== ===================
Note 6 - Assets Held for Sale During fiscal 2000, the Company offered its former powder coat facility for sale. As a result of this decision, the related assets of $1,779,405 were transferred to the category "Net Assets Held for Sale" and a loss of $105,000 was recorded in the fourth quarter of fiscal 2000 based upon the buy/sell agreement. The purchaser was unable to close the transaction and the building remains listed with a real estate broker. In addition, the Company has listed a former facility in Muncie, Indiana for sale. Based upon new information obtained during the third quarter of fiscal 2001 regarding the current fair market value of the facilities held for sale, the Company recorded an additional impairment loss of $300,000 pre-tax. Note 7 - Stock Repurchase At the August 20, 1999 Board of Directors meeting, the Board approved 440,000 shares for the stock repurchase program. Utilizing this Board authorization, the Company has purchased 5,800 shares during the first quarter of fiscal 2002 for $66,176 with the price per share ranging from approximately $11 to $12. Since the beginning of the stock repurchase program in fiscal 1999, the Company has purchased 1,994,812 shares for approximately $35.8 million. 7 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed in this section include forward-looking statements involving risks and uncertainties. When used in this document, the words "believes," "expects," "anticipates," "goal," "think," "forecast," "project," and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning future revenue and net income growth. Such statements are subject to certain risks and uncertainties, which would cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements that speak only as of the date of this report. RESULTS OF OPERATIONS As discussed in Note 1, certain reclassifications are reflected in the amounts discussed below. Net Sales Net sales for the first quarter of fiscal 2002 were $33.1 million compared to $37.8 million for the same period in the prior year. The decline in net sales of 12.4% reflects the overall sluggish U.S. and Canadian economies. The largest portion of the Company's sales are to the office furniture industry, which for the months of July and August of 2001 reported a sales decline of approximately 20%. This downturn is expected to continue through the end of the calendar year. BIFMA, the office furniture market's association, has revised its sales forecast for calendar 2001 down to a net decline of 16%. The Company's ability to out perform the office furniture industry as a whole was due to its sales to other markets, including retail and distribution. In addition, the Idea@Work product line continued to show sales growth in the first quarter. The increased sales growth of this key product line reflected a gain in market share, along with sales from new products, such as the desk and task lighting line, introduced during the fourth quarter of fiscal 2001. Gross Profit Gross profit, as a percentage of net sales, was 23.0% for the first quarter of fiscal 2002 compared to 25.9% for the same period in the prior year. The lower sales volumes in the first quarter of fiscal 2002 made it more difficult for the Company to fully leverage its fixed overhead costs, which resulted in lower gross margins. In order to reduce the impact of the lower sales volumes, the Company has continued its focus on lean manufacturing combined with better utilization of the investments made over the past few years to help increase productivity. Operating Expenses Selling and administrative expenses, as a percentage of net sales, for the first quarter ended September 29, 2001, were 17.4% compared to 15.9% in the same period in the prior year. The increase from the prior year was due to the higher operating costs associated with the ergonomic product line combined with the Company's continued investment to launch its new products into the market. Other Expenses Interest expense was $400,535 for the first quarter of fiscal 2002, compared to $381,393 for the same period in the prior year. The increase in interest expense was attributable to the higher level of borrowings partially offset by lower interest rates during the first quarter of fiscal 2002. Other miscellaneous expense was $41,435 for the first quarter of fiscal 2002, compared to $55,292 in the prior year. The expense in fiscal 2002 reflects the loss incurred on the disposal of certain manufacturing assets. 8 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Income Taxes The effective tax rate for the quarter ended September 29, 2001, was 35.1% compared with the rate of 35.3% for the same period in the prior year. Net Income For the quarter ended September 29, 2001, net income was $905,628 or $0.20 per diluted share compared to $2,180,895 or $0.47 per diluted share for the first quarter of last year. The decrease in net income in the first quarter of fiscal 2002 was primarily attributable to the lower sales volume. Liquidity and Capital Resources Net cash from operating activities for the first three months of fiscal 2002 provided $4,459,916 as compared to $2,299,444 for the first three months of fiscal 2001. The reduced level of working capital reflected the Company's focus on reducing inventory levels and higher accounts payable primarily due to timing of the quarter-end cutoff. Capital expenditures totaled $1,488,032 for the three months ended September 29, 2001, compared to $2,195,587 for the three months ended September 30, 2000. The fiscal 2002 capital expenditures primarily represented investments in tooling for new products, including the next generation precision drawer slides. There were no significant capital expenditure commitments at September 29, 2001. Capital expenditures are anticipated to remain at approximately the same level as depreciation. At the August 20, 1999 Board of Directors meeting, the Board approved 440,000 shares for the stock repurchase program. Utilizing this Board authorization, the Company has purchased 5,800 shares during the first quarter of fiscal 2002 for $66,176 with the price per share ranging from approximately $11 to $12. Since the beginning of the stock repurchase program in fiscal 1999, the Company has purchased 1,994,812 shares for approximately $35.8 million. The long-term debt balance decreased to $22,280,000 at September 29, 2001, compared to $23,750,000 at June 30, 2001 and increased compared to $20,570,000 at September 30, 2000. The decrease from June 30, 2001 reflects better working capital management along with lower capital expenditures. The increase from the September 30, 2000, balance reflects funds utilized for capital expenditures, primarily for capacity and productivity improvements, offset by net income earned during the period. Anticipated cash flows from operations and available balances on the revolving credit line are expected to be adequate to fund working capital, capital expenditures, stock repurchases and dividend payments. 9 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risks, which include changes in the foreign currency exchange rate as measured against the U.S. dollar and changes in U.S. interest rates. The Company holds a derivative instrument in the form of an interest rate swap, which is viewed as a risk management tool and is not used for trading or speculative purposes. The intent of the interest rate swap is to effectively fix the interest rate on part of the borrowings under the Company's variable rate revolving credit agreement. Quantitative disclosures relating to financial instruments and debt are included in the tables below. The following table provides information on the Company's fixed maturity investments as of September 29, 2001 that are sensitive to changes in interest rates. The table also presents the corresponding interest rate swap on this debt. Since the interest rate swap effectively fixes the interest rate on the notional amount of debt, changes in interest rates have no current effect on the interest expense recorded by the Company on the portion of the debt covered by the interest rate swap. Liability Amount Maturity Date ------------------ --------- ------------- Variable rate revolving credit agreement $45 million November 1, 2004 First $20,000,000 at an interest rate of 3.53% plus weighted average credit spread of .625% Amounts in excess of $20,000,000 have an interest rate of approximately 3.3% Interest Rate Swap Notional amount $20 million June 1, 2006 Pay fixed/Receive variable - 3.4625% Pay fixed interest rate - 6.25%
The Company has a sales office located in Canada. Sales are typically denominated in Canadian dollars, thereby creating exposures to changes in exchange rates. The changes in the Canadian/U.S. exchange rate may positively or negatively affect the Company's sales, gross margins and retained earnings. The Company attempts to minimize currency exposure through working capital management. The Company does not hedge its exposure to translation gains and losses relating to foreign currency net asset exposures. 10 KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits See Exhibit Index (b) Reports on Form 8-K There were no reports on Form 8-K filed for the three months ended September 29, 2001. 11 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. Knape & Vogt Manufacturing Company ---------------------------------- (Registrant) Date: November 2, 2001 /s/ William R. Dutmers ------------------------ ----------------------------------- William R. Dutmers Chairman, President and Chief Executive Officer Date: November 2, 2001 /s/ Leslie J. Cummings ------------------------ ----------------------------------- Leslie J. Cummings Vice President of Finance and Treasurer 12