DRAFT
8/11/03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
For the quarterly period ended June 30, 2003 |
|
|
|
|
|
o |
TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
For the transition period from to |
|
|
|
|
|
Commission File Number: 1-12624 |
|
Syratech Corporation
(Exact name of registrant as specified in its charter)
|
Delaware |
|
13-3354944 |
|
(State or other jurisdiction |
|
(I.R.S. Employer |
|
|
|
|
|
175 McClellan Highway |
|
02128-9114 |
|
(Address of principal executive office) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code - 617-561-2200 |
||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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 o NO ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) YES o NO ý
Number of Shares of Common Stock, Par Value $0.01 per share, outstanding at June 30, 2003 - 3,784,018
INDEX
|
PART I - FINANCIAL INFORMATION |
|
|
|
|
|
Item 1. |
Financial Statements: |
|
|
|
|
|
Condensed Consolidated Balance Sheets at June 30, 2003 and December 31, 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SYRATECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
|
|
|
June 30, |
|
December
31, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and equivalents |
|
$ |
707 |
|
$ |
1,399 |
|
|
Accounts receivable, net |
|
20,719 |
|
51,582 |
|
||
|
Inventories |
|
69,591 |
|
58,198 |
|
||
|
Deferred income taxes |
|
16,264 |
|
20,649 |
|
||
|
Prepaid expenses and other |
|
3,313 |
|
2,627 |
|
||
|
Assets held for sale |
|
— |
|
3,395 |
|
||
|
Total current assets |
|
110,594 |
|
137,850 |
|
||
|
|
|
|
|
|
|
||
|
Property, plant and equipment, net |
|
37,057 |
|
59,742 |
|
||
|
Other assets, net |
|
3,576 |
|
5,154 |
|
||
|
Total |
|
$ |
151,227 |
|
$ |
202,746 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Revolving loan facilities and notes payable |
|
$ |
18,624 |
|
$ |
23,383 |
|
|
Accounts payable |
|
8,849 |
|
8,107 |
|
||
|
Accrued expenses |
|
8,537 |
|
11,887 |
|
||
|
Accrued interest |
|
2,761 |
|
3,586 |
|
||
|
Accrued compensation |
|
1,749 |
|
3,529 |
|
||
|
Accrued advertising |
|
3,188 |
|
3,945 |
|
||
|
Deferred gain |
|
1,420 |
|
— |
|
||
|
Income taxes payable |
|
— |
|
32 |
|
||
|
Liabilities held for sale |
|
— |
|
645 |
|
||
|
Total current liabilities |
|
45,128 |
|
55,114 |
|
||
|
|
|
|
|
|
|
||
|
Long - term debt |
|
118,271 |
|
153,584 |
|
||
|
Deferred income taxes |
|
8,434 |
|
15,434 |
|
||
|
Pension liability |
|
2,799 |
|
2,674 |
|
||
|
Long-term deferred gain |
|
3,829 |
|
— |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock, $.01 par value, 500,000 shares authorized; (25,000 designated as cumulative redeemable preferred stock, 18,000 shares issued and outstanding, liquidation value of $18,000, and includes accrued and unpaid dividends of $18,483 and $16,419 in 2003 and 2002, respectively) |
|
36,483 |
|
34,419 |
|
||
|
Common stock, $.01 par value, 20,000,000 shares authorized; 3,784,018 shares issued and outstanding |
|
38 |
|
38 |
|
||
|
Deficit |
|
(63,442 |
) |
(58,392 |
) |
||
|
Accumulated other comprehensive loss |
|
(313 |
) |
(125 |
) |
||
|
Total stockholders’ equity |
|
(27,234 |
) |
(24,060 |
) |
||
|
Total |
|
$ |
151,227 |
|
$ |
202,746 |
|
See notes to consolidated financial statements.
1
SYRATECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
|
|
|
Three
Months |
|
Six Months |
|
||||||||
|
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net sales |
|
$ |
35,718 |
|
$ |
39,040 |
|
$ |
76,391 |
|
$ |
77,291 |
|
|
Cost of sales |
|
25,311 |
|
27,753 |
|
55,119 |
|
55,093 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit |
|
10,407 |
|
11,287 |
|
21,272 |
|
22,198 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Selling, general and administrative expenses |
|
14,012 |
|
15,358 |
|
27,522 |
|
30,504 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income (loss) from continuing operations |
|
(3,605 |
) |
(4,071 |
) |
(6,250 |
) |
(8,306 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense |
|
(3,910 |
) |
(4,877 |
) |
(8,149 |
) |
(9,788 |
) |
||||
|
Interest income |
|
— |
|
— |
|
1 |
|
— |
|
||||
|
Other income (Note 7) |
|
406 |
|
— |
|
9,446 |
|
1,236 |
|
||||
|
Income (loss) from continuing operations before provision (benefit) for income taxes |
|
(7,109 |
) |
(8,948 |
) |
(4,952 |
) |
(16,858 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Provision (benefit) for income taxes |
|
(2,900 |
) |
(2,265 |
) |
(2,020 |
) |
||||||