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Virginia
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54-1138147
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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3102 Shawnee Drive, Winchester, Virginia
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22601
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PAGE
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PART I.
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FINANCIAL INFORMATION
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NUMBER
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Item 1.
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Financial Statements (unaudited)
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Condensed Consolidated Balance Sheets--January 31, 2012 and April 30, 2011
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3
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Condensed Consolidated Statements of Operations--Three months ended January 31, 2012 and 2011; Nine months ended January 31, 2012 and 2011
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4
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Condensed Consolidated Statements of Cash Flows--Nine months ended January 31, 2012 and 2011
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5
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Notes to Condensed Consolidated Financial Statements--January 31, 2012
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6-11
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12-17
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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18
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Item 4.
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Controls and Procedures
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18
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PART II.
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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18
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Item 1A.
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Risk Factors
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18-19
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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20
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Item 6.
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Exhibits
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21
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SIGNATURES
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22
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January 31,
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April 30,
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|||||||
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2012
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2011
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|||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash and cash equivalents
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$ | 59,227 | $ | 55,420 | ||||
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Customer receivables, net
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25,011 | 31,067 | ||||||
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Inventories
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22,138 | 24,471 | ||||||
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Income taxes receivable and other
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2,114 | 3,799 | ||||||
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Deferred income taxes
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7,367 | 5,659 | ||||||
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Total Current Assets
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115,857 | 120,416 | ||||||
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Property, plant, and equipment, net
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78,602 | 100,628 | ||||||
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Restricted cash
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14,403 | 14,419 | ||||||
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Promotional displays, net
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5,403 | 7,330 | ||||||
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Deferred income taxes
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32,415 | 21,178 | ||||||
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Other assets
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14,412 | 4,399 | ||||||
| $ | 261,092 | $ | 268,370 | |||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current Liabilities
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||||||||
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Accounts payable
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$ | 15,171 | $ | 18,569 | ||||
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Accrued compensation and related expenses
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19,683 | 15,607 | ||||||
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Current maturities of long-term debt
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972 | 928 | ||||||
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Accrued marketing expenses
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5,731 | 7,408 | ||||||
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Other accrued expenses
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7,307 | 8,332 | ||||||
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Total Current Liabilities
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48,864 | 50,844 | ||||||
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Long-term debt, less current maturities
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23,887 | 24,655 | ||||||
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Defined benefit pension liabilities
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51,964 | 36,726 | ||||||
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Other long-term liabilities
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1,801 | 2,180 | ||||||
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Shareholders’ Equity
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||||||||
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Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
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-- | -- | ||||||
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Common stock, no par value; 40,000,000 shares authorized; issued and outstanding 14,379,875 shares at January 31, 2012; 14,295,540 shares at April 30, 2011
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95,722 | 92,408 | ||||||
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Retained earnings
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67,402 | 83,495 | ||||||
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Accumulated other comprehensive loss -
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||||||||
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Defined benefit pension plans
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(28,548 | ) | (21,938 | ) | ||||
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Total Shareholders’ Equity
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134,576 | 153,965 | ||||||
| $ | 261,092 | $ | 268,370 | |||||
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See accompanying notes to condensed consolidated financial statements
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||||||||
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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January 31
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January 31
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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Net sales
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$ | 119,976 | $ | 111,443 | $ | 379,593 | $ | 328,359 | ||||||||
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Cost of sales and distribution
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105,388 | 99,279 | 330,484 | 291,992 | ||||||||||||
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Gross Profit
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14,588 | 12,164 | 49,109 | 36,367 | ||||||||||||
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Selling and marketing expenses
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13,671 | 16,069 | 44,155 | 45,977 | ||||||||||||
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General and administrative expenses
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6,273 | 5,421 | 18,780 | 17,283 | ||||||||||||
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Restructuring charges
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10,347 | 16 | 10,362 | 55 | ||||||||||||
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Operating Loss
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(15,703 | ) | (9,342 | ) | (24,188 | ) | (26,948 | ) | ||||||||
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Interest expense
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132 | 141 | 406 | 433 | ||||||||||||
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Other income
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(182 | ) | (174 | ) | (510 | ) | (579 | ) | ||||||||
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Loss Before Income Taxes
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(15,653 | ) | (9,309 | ) | (24,084 | ) | (26,802 | ) | ||||||||
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Income tax benefit
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(6,539 | ) | (3,481 | ) | (9,278 | ) | (10,172 | ) | ||||||||
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Net Loss
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$ | (9,114 | ) | $ | (5,828 | ) | $ | (14,806 | ) | $ | (16,630 | ) | ||||
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Net Loss Per Share
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Weighted average shares outstanding
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Basic
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14,361,953 | 14,263,320 | 14,330,863 | 14,241,883 | ||||||||||||
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Diluted
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14,361,953 | 14,263,320 | 14,330,863 | 14,241,883 | ||||||||||||
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Net loss per share
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Basic
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$ | (0.63 | ) | $ | (0.41 | ) | $ | (1.03 | ) | $ | (1.17 | ) | ||||
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Diluted
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$ | (0.63 | ) | $ | (0.41 | ) | $ | (1.03 | ) | $ | (1.17 | ) | ||||
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Cash dividends per share
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$ | 0.00 | $ | 0.09 | $ | 0.09 | $ | 0.27 | ||||||||
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See accompanying notes to condensed consolidated financial statements
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Nine Months Ended
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January 31
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2012
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2011
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|||||||
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Operating Activities
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Net loss
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$ | (14,806 | ) | $ | (16,630 | ) | ||
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Adjustments to reconcile net loss to net cash provided (used) by operating activities:
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Depreciation and amortization
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17,204 | 20,358 | ||||||
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Net loss on disposal of property, plant, and equipment
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109 | 130 | ||||||
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Impairment loss related to restructuring activities
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5,413 | -- | ||||||
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Gain on sale of assets held for sale
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-- | (60 | ) | |||||
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Stock-based compensation expense
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2,606 | 2,849 | ||||||
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Deferred income taxes
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(8,812 | ) | (8,648 | ) | ||||
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Pension contributions less than expense
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4,403 | 5,180 | ||||||
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Tax benefit from stock-based compensation
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-- | (80 | ) | |||||
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Other non-cash items
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(212 | ) | (711 | ) | ||||
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Changes in operating assets and liabilities:
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Customer receivables
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6,265 | (319 | ) | |||||
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Inventories
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1,266 | 1,485 | ||||||
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Income taxes receivable and other assets
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272 | 5,548 | ||||||
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Accounts payable
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(3,398 | ) | 1,985 | |||||
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Accrued compensation and related expenses
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4,076 | (5,358 | ) | |||||
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Other accrued expenses
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(964 | ) | 1,984 | |||||
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Net Cash Provided by Operating Activities
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13,422 | 7,713 | ||||||
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Investing Activities
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Payments to acquire property, plant, and equipment
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(5,215 | ) | (3,623 | ) | ||||
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Proceeds from sales of property, plant, and equipment
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15 | 3 | ||||||
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Proceeds from sale of assets held for sale
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-- | 1,474 | ||||||
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Investment in promotional displays
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(2,388 | ) | (2,154 | ) | ||||
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Net Cash Used by Investing Activities
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(7,588 | ) | (4,300 | ) | ||||
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Financing Activities
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Payments of long-term debt
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(774 | ) | (739 | ) | ||||
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Restricted cash
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16 | -- | ||||||
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Proceeds from issuance of common stock
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18 | 400 | ||||||
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Payment of dividends
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(1,287 | ) | (3,845 | ) | ||||
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Tax benefit from stock-based compensation
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-- | 80 | ||||||
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Net Cash Used by Financing Activities
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(2,027 | ) | (4,104 | ) | ||||
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Net Increase/(Decrease) In Cash And Cash Equivalents
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3,807 | (691 | ) | |||||
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Cash And Cash Equivalents, Beginning of Period
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55,420 | 53,233 | ||||||
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Cash And Cash Equivalents, End of Period
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$ | 59,227 | $ | 52,542 | ||||
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See accompanying notes to condensed consolidated financial statements
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||||||||
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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January 31
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January 31
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|||||||||||||||
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(in thousands, except per share amounts)
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2012
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2011
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2012
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2011
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||||||||||||
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Numerator used for both basic and diluted earnings (net loss) per share:
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||||||||||||||||
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Net loss
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$ | (9,114 | ) | $ | (5,828 | ) | $ | (14,806 | ) | $ | (16,630 | ) | ||||
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Denominator:
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Denominator for basic earnings (net loss) per share-weighted average shares
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14,362 | 14,263 | 14,331 | 14,242 | ||||||||||||
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Effect of dilutive securities:
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Stock options and restricted stock units
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-- | -- | -- | -- | ||||||||||||
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Denominator for diluted earnings (net loss) per share-weighted average shares and assumed conversions
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14,362 | 14,263 | 14,331 | 14,242 | ||||||||||||
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Net loss per share
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Basic
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$ | (0.63 | ) | $ | (0.41 | ) | $ | (1.03 | ) | $ | (1.17 | ) | ||||
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Diluted
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$ | (0.63 | ) | $ | (0.41 | ) | $ | (1.03 | ) | $ | (1.17 | ) | ||||
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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January 31,
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January 31,
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||||||||||||||
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(in thousands)
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2012
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2011
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2012
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2011
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||||||||||||
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Cost of sales and distribution
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$ | 117 | $ | 186 | $ | 415 | $ | 516 | ||||||||
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Selling and marketing expenses
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162 | 180 | 551 | 580 | ||||||||||||
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General and administrative expenses
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494 | 683 | 1,640 | 1,753 | ||||||||||||
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Stock-based compensation expense
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$ | 773 | $ | 1,049 | $ | 2,606 | $ | 2,849 | ||||||||
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January 31,
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April 30,
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|||||||
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(in thousands)
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2012
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2011
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||||||
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Gross customer receivables
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$ | 26,774 | $ | 33,039 | ||||
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Less:
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Allowance for doubtful accounts
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(142 | ) | (67 | ) | ||||
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Allowance for returns and discounts
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(1,621 | ) | (1,905 | ) | ||||
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Net customer receivables
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$ | 25,011 | $ | 31,067 | ||||
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January 31,
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April 30,
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|||||||
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(in thousands)
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2012
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2011
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||||||
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Raw materials
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$ | 9,627 | $ | 9,275 | ||||
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Work-in-process
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14,276 | 16,597 | ||||||
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Finished goods
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8,042 | 8,679 | ||||||
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Total FIFO inventories
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31,945 | 34,551 | ||||||
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Reserve to adjust inventories to LIFO value
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(9,807 | ) | (10,080 | ) | ||||
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Total LIFO inventories
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$ | 22,138 | $ | 24,471 | ||||
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Nine Months Ended
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||||||||
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January 31
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(in thousands)
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2012
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2011
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||||||
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Beginning balance at May 1
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$ | 1,738 | $ | 1,582 | ||||
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Accrual
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6,337 | 5,035 | ||||||
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Settlements
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(6,384 | ) | (5,072 | ) | ||||
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Ending balance at January 31
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$ | 1,691 | $ | 1,545 | ||||
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Nine Months Ended
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January 31
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(in thousands)
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2012
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2011
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Cash paid during the period for:
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Interest
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$ | 362 | $ | 373 | ||||
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Income taxes
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$ | 206 | $ | 216 | ||||
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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January 31
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January 31
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(in thousands)
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2012
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2011
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2012
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2011
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Service cost
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$ | 1,326 | $ | 1,179 | $ | 3,892 | $ | 3,538 | ||||||||
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Interest cost
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1,633 | 1,567 | 4,986 | 4,701 | ||||||||||||
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Expected return on plan assets
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(1,633 | ) | (1,540 | ) | (4,945 | ) | (4,620 | ) | ||||||||
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Amortization of net loss
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428 | 499 | 1,472 | 1,497 | ||||||||||||
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Amortization of prior service cost
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13 | 21 | 53 | 64 | ||||||||||||
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Curtailment expense
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331 | -- | 331 | -- | ||||||||||||
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Net periodic pension cost
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$ | 2,098 | $ | 1,726 | $ | 5,789 | $ | 5,180 | ||||||||
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Restructuring reserve balance as of April 30, 2011
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$ | -- | ||
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Additions
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2,401 | |||
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Payments
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(140 | ) | ||
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Reserve balance as of January 31, 2012
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$ | 2,261 |
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Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company’s
cash equivalents are invested in money market funds, mutual funds and United States Treasury instruments. The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.
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Level 2- Investments with observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company has no Level 2 assets or liabilities.
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Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities.
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Fair Value Measurements
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As of January 31, 2012
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Level 1
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Level 2
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Level 3
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ASSETS:
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Money market funds
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$ | 46,212 | $ | -- | $ | -- | ||||||
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Mutual funds
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1,481 | -- | -- | |||||||||
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Total assets at fair value
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$ | 47,693 | $ | -- | $ | -- | ||||||
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As of April 30, 2011
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Level 1
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Level 2
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Level 3
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ASSETS:
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Money market funds
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$ | 61,226 | $ | -- | $ | -- | ||||||
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Mutual funds
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1,574 | -- | -- | |||||||||
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Total assets at fair value
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$ | 62,800 | $ | -- | $ | -- | ||||||
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·
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general economic or business conditions and instability in the financial and credit markets, including their potential impact on our (i) sales and operating costs and access to financing, (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses;
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·
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the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit;
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·
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economic weakness in a specific channel of distribution;
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·
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the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;
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·
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risks associated with domestic manufacturing operations, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs and environmental compliance and remediation costs;
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·
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the need to respond to price or product initiatives launched by a competitor;
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·
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the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays; and
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·
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sales growth at a rate that outpaces the Company’s ability to install new capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity.
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Three Months Ended
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Nine Months Ended
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|||||||||||||||||||||||
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January 31
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January 31
|
|||||||||||||||||||||||
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Percent
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Percent
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|||||||||||||||||||||||
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(in thousands)
|
2012
|
2011
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Change
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2012
|
2011
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Change
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||||||||||||||||||
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Net Sales
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$ | 119,976 | $ | 111,443 | 8 | % | $ | 379,593 | $ | 328,359 | 16 | % | ||||||||||||
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Gross Profit
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14,588 | 12,164 | 20 | % | 49,109 | 36,367 | 35 | % | ||||||||||||||||
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Selling and Marketing Expenses
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13,671 | 16,069 | (15 | %) | 44,155 | 45,977 | (4 | %) | ||||||||||||||||
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General and Administrative Expenses
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6,273 | 5,421 | 16 | % | 18,780 | 17,283 | 9 | % | ||||||||||||||||
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FISCAL YEARS ENDED APRIL 30
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||||||||||||||||||||
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(in thousands)
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Total Amounts
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2012
|
2013 – 2014 | 2015 – 2016 |
2017 and Thereafter
|
|||||||||||||||
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Revolving credit facility
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$ | 10,000 | $ | -- | $ | 10,000 | $ | -- | $ | -- | ||||||||||
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Economic development loans
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3,524 | -- | -- | -- | 3,524 | |||||||||||||||
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Term loans
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4,359 | 416 | 761 | 763 | 2,419 | |||||||||||||||
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Capital lease obligations
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7,700 | 512 | 1,057 | 1,099 | 5,032 | |||||||||||||||
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Interest on long-term debt(a)
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2,494 | 500 | 731 | 556 | 707 | |||||||||||||||
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Operating lease obligations
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15,772 | 3,707 | 5,909 | 5,079 | 1,077 | |||||||||||||||
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Pension contributions(b)
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35,936 | 2,871 | 18,565 | 14,500 | -- | |||||||||||||||
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Total
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$ | 79,785 | $ | 8,006 | $ | 37,023 | $ | 21,997 | $ | 12,759 | ||||||||||
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(a)
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Interest commitments under interest bearing debt consist of interest under the Company’s primary loan agreement, term loans and capitalized lease agreements. Amounts outstanding under the Company’s revolving credit facility, $10 million at April 30, 2011, bear a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 1.25%. Interest under the Company’s term loans and capitalized lease agreements is fixed at rates between 2% and 6%. Interest commitments under interest bearing debt for the Company’s revolving credit facility are at LIBOR plus the spread in effect as of April 30, 2011, throughout the remaining term of the facility. During the quarter ended January 31, 2012, the Company’s revolving credit facility was amended and the maturity date was extended to December 31, 2015.
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(b)
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The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. During the quarter ended January 31, 2012, the Company announced the decision to freeze both pension plans as of April 30, 2012. As a result, aggregate future pension funding contributions are estimated to be made as follows: 2013-2014, $13.6 million; 2015-2016, $11.3 million; 2017, $5.2 million. The remaining future pension funding contributions beyond 2017 have not been determined at this time.
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Exhibit Number
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Description
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3.1 (a)
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Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
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3.1 (b)
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Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
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3.2
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Bylaws – as amended and restated December 14, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2010; Commission File No. 000-14798).
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4.1
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The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
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4.2
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Amended and Restated Stockholder’s Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).
Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant’s long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10 percent of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission on request.
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10.1
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Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of January 3, 2012, between the Company and Wells Fargo Bank, National Association. (Filed Herewith).
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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31.2
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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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32.1
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Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).
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101
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Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements (Filed Herewith).#
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/s/Jonathan H. Wolk
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Jonathan H. Wolk
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Senior Vice President and
Chief Financial Officer
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Date: March 1, 2012
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Signing on behalf of the
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registrant and as principal
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financial and accounting officer
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|