UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the Quarterly Period Ended September 30, 2003 |
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Or |
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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 333-59485
HENRY COMPANY
(Exact Name of Registrant as Specific in Its Charter)
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California |
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95-3618402 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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2911 Slauson Avenue, Huntington Park, California |
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90255 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(323) 583-5000 |
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Registrant’s Telephone Number, Including Area Code |
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report. |
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Indicate by check X 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 7, 2003, there were 221,500 shares of the registrant’s common stock and 6,000 shares of Class A Common Stock, no par value, outstanding.
By virtue of Section 15(d) of the Securities Act of 1934, the Registrant is not required to file this Quarterly Report pursuant thereto, but has filed all reports as if so required during the preceding 12 months.
HENRY COMPANY
FORM 10-Q
TABLE OF
CONTENTS
September 30,
2003
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CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND
SEPTEMBER 30, 2003 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF |
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CERTIFICATIONS |
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2
Item 1. Consolidated Financial Statements
HENRY
COMPANY
CONSOLIDATED BALANCE SHEETS
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December 31, 2002 |
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September 30, 2003 |
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(Unaudited) |
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ASSETS: |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,013,102 |
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$ |
2,043,177 |
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Trade accounts receivable, net of allowance for doubtful accounts of $2,330,194 and $1,902,280 for 2002 and 2003, respectively |
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28,091,213 |
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42,470,377 |
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Inventories, net |
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15,909,609 |
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17,900,571 |
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Receivables from affiliate |
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281,362 |
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333,071 |
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Notes receivable |
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29,144 |
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16,182 |
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Prepaid expenses and other current assets |
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2,264,405 |
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3,192,629 |
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Income tax receivable |
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745,519 |
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— |
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Deferred income taxes |
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1,376,266 |
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1,389,378 |
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Total current assets |
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49,710,620 |
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67,345,385 |
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Property and equipment, net |
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27,612,817 |
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26,439,580 |
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Cash surrender value of life insurance, net |
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2,218,204 |
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2,349,282 |
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Intangibles, net |
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3,763,007 |
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3,075,764 |
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Notes receivable |
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460,451 |
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460,451 |
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Note receivable from affiliate |
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1,863,072 |
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1,863,072 |
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Deferred income taxes |
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5,208,918 |
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3,156,101 |
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Other assets |
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798,396 |
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595,467 |
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Total assets |
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$ |
91,635,485 |
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$ |
105,285,102 |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT: |
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Current liabilities: |
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Accounts payable |
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$ |
5,532,015 |
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$ |
7,486,066 |
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Accrued expenses |
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13,646,352 |
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18,569,511 |
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Income taxes payable |
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342,252 |
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1,086,738 |
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Notes payable, current portion |
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625,572 |
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627,249 |
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Borrowings under lines of credit |
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2,978,168 |
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8,270,113 |
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Total current liabilities |
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23,124,359 |
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36,039,677 |
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Notes payable |
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2,769,566 |
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2,636,199 |
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Environmental reserve |
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3,177,015 |
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3,128,023 |
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Deferred income taxes |
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5,899,112 |
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6,170,715 |
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Deferred warranty revenue |
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2,643,401 |
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2,786,922 |
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Deferred compensation |
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1,358,624 |
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1,351,564 |
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Series B Senior Notes |
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81,250,000 |
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76,750,000 |
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Shares subject to mandatory redemption |
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2,410,250 |
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Total liabilities |
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120,222,077 |
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131,273,350 |
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Commitments and contingencies (Note 8) |
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Redeemable convertible preferred stock |
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2,264,000 |
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Shareholders’ deficit: |
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Common stock |
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4,691,080 |
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4,691,080 |
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Additional paid-in capital |
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2,019,741 |
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1,922,241 |
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Cumulative translation adjustment |
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(926,609 |
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653,112 |
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Accumulated deficit |
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(36,634,804 |
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(33,254,681 |
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Total shareholders’ deficit |
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(30,850,592 |
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(25,988,248 |
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Total liabilities, redeemable convertible preferred stock and shareholder’s deficit |
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91,635,485 |
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105,285,102 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
HENRY
COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three
Months Ended |
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Nine
Months Ended |
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2002 |
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2003 |
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2002 |
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2003 |
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Net sales |
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59,823,417 |
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$ |
66,675,634 |
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$ |
151,165,630 |
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$ |
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