UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 2, 2016April 1, 2017

 

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 1-3834

 

CONTINENTAL MATERIALS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

36-2274391

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

440 South LaSalle Street, Suite 3100, Chicago, Illinois

 

60605

(Address of principal executive offices)

 

(Zip Code)

 

(312) 541-7200

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ☐

 

Accelerated Filer ☐

 

 

 

Non-Accelerated Filer ☐

 

Smaller reporting company ☒

(Do not check if a smaller reporting company)

 

 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 or the Exchange Act).  Yes ☐  No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.25 par value, shares outstanding at AugustMay 10, 2016: 1,673,167.2017: 1,682,167.

 

 

 

 

 


 

PART I — FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

CONTINENTAL MATERIALS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

JULY 2, 2016APRIL 1, 2017 AND JANUARY 2,DECEMBER 31, 2016

(000’s omitted except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

 

    

 

 

    

 

 

 

 

JULY 2, 2016

 

JANUARY 2,

 

 

APRIL 1, 2017

 

DECEMBER 31,

 

 

(Unaudited)

 

2016

 

 

(Unaudited)

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

231

 

$

547

 

 

$

295

 

$

301

 

Receivables, net

 

 

23,329

 

 

22,715

 

 

 

22,347

 

 

22,359

 

Receivable for insured losses

 

 

17

 

 

 —

 

 

 

15

 

 

32

 

Inventories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finished goods

 

 

8,357

 

 

7,446

 

 

 

9,329

 

 

8,077

 

Work in process

 

 

1,096

 

 

1,459

 

 

 

1,425

 

 

1,433

 

Raw materials and supplies

 

 

10,447

 

 

10,741

 

 

 

12,277

 

 

11,135

 

Prepaid expenses

 

 

2,407

 

 

2,138

 

 

 

1,771

 

 

1,807

 

Refundable income taxes

 

 

 —

 

 

70

 

 

 

956

 

 

739

 

Total current assets

 

 

45,884

 

 

45,116

 

 

 

48,415

 

 

45,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

19,124

 

 

17,639

 

 

 

19,598

 

 

19,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,229

 

 

7,229

 

 

 

7,229

 

 

7,229

 

Amortizable intangible assets, net

 

 

 —

 

 

21

 

Deferred income taxes

 

 

3,329

 

 

3,149

 

 

 

1,616

 

 

1,616

 

Other assets

 

 

2,601

 

 

2,601

 

 

 

3,643

 

 

3,674

 

 

$

78,167

 

$

75,755

 

 

$

80,501

 

$

78,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving bank loan payable

 

$

4,700

 

$

6,200

 

 

$

3,200

 

$

2,000

 

Accounts payable and accrued expenses

 

 

16,131

 

 

15,267

 

 

 

19,130

 

 

17,719

 

Liability for unpaid claims covered by insurance

 

 

17

 

 

 —

 

 

 

15

 

 

32

 

Income taxes

 

 

513

 

 

 —

 

Total current liabilities

 

 

21,361

 

 

21,467

 

 

 

22,345

 

 

19,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

5,929

 

 

5,872

 

 

 

6,074

 

 

6,053

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares, $.25 par value; authorized 3,000,000 shares; issued 2,574,264 shares

 

 

643

 

 

643

 

 

 

643

 

 

643

 

Capital in excess of par value

 

 

1,765

 

 

1,817

 

 

 

1,887

 

 

1,765

 

Retained earnings

 

 

63,792

 

 

61,483

 

 

 

64,747

 

 

65,169

 

Treasury shares, 901,097 and 913,097, at cost

 

 

(15,323)

 

 

(15,527)

 

Treasury shares, 892,097 and 903,097, at cost

 

 

(15,195)

 

 

(15,373)

 

 

 

50,877

 

 

48,416

 

 

 

52,082

 

 

52,204

 

 

$

78,167

 

$

75,755

 

 

$

80,501

 

$

78,008

 

 

See notes to condensed consolidated financial statements.

2


 

CONTINENTAL MATERIALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS AND RETAINED EARNINGS

FOR THE THREE MONTHS ENDED JULYAPRIL 1, 2017 AND APRIL 2, 2016 AND JULY 4, 2015

(Unaudited)

(000’s omitted except per-share amounts)

 

 

 

 

 

 

 

 

    

JULY 2,

    

JULY 4,

 

 

 

 

 

 

 

 

 

2016

 

2015

 

    

APRIL 1,

    

APRIL 2,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

Net sales

 

$

42,721

 

$

34,865

 

 

$

34,103

 

$

34,228

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation, depletion and amortization)

 

 

33,081

 

 

28,176

 

 

 

28,072

 

 

27,209

 

Depreciation, depletion and amortization

 

 

651

 

 

651

 

 

 

638

 

 

639

 

Selling and administrative

 

 

6,163

 

 

5,433

 

 

 

6,004

 

 

5,716

 

Gain on disposition of property and equipment

 

 

(4)

 

 

(26)

 

 

 

 —

 

 

(188)

 

 

 

39,891

 

 

34,234

 

 

 

34,714

 

 

33,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

2,830

 

 

631

 

Operating (loss) income

 

 

(611)

 

 

852

 

Interest income

 

 

18

 

 

15

 

Interest expense

 

 

(66)

 

 

(110)

 

Other income, net

 

 

20

 

 

13

 

(Loss) income before income taxes

 

 

(639)

 

 

770

 

Benefit (provision) for income taxes

 

 

217

 

 

(262)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(113)

 

 

(108)

 

Other income, net

 

 

12

 

 

16

 

 

 

 

 

 

 

 

Income before income taxes

 

 

2,729

 

 

539

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

928

 

 

193

 

 

 

 

 

 

 

 

Net income

 

 

1,801

 

 

346

 

Net (loss) income

 

 

(422)

 

 

508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings, beginning of period

 

 

61,991

 

 

59,874

 

 

 

65,169

 

 

61,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings, end of period

 

$

63,792

 

$

60,220

 

 

$

64,747

 

$

61,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income per share

 

$

1.08

 

$

0.21

 

Basic and diluted (loss) income per share

 

$

(0.25)

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

1,673

 

 

1,662

 

 

 

1,674

 

 

1,661

 

 

See notes to condensed consolidated financial statements

3


 

CONTINENTAL MATERIALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

FOR THE SIX MONTHS ENDED JULY 2, 2016 AND JULY 4, 2015

(Unaudited)

(000’s omitted except per-share amounts)

 

 

 

 

 

 

 

 

 

 

JULY 2,

 

JULY 4,

 

 

    

2016

    

2015

 

 

 

 

 

 

 

 

 

Net sales

 

$

76,949

 

$

65,550

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation, depletion and amortization)

 

 

60,290

 

 

53,363

 

Depreciation, depletion and amortization

 

 

1,290

 

 

1,297

 

Selling and administrative

 

 

11,879

 

 

10,537

 

Gain on disposition of property and equipment

 

 

(192)

 

 

(59)

 

 

 

 

73,267

 

 

65,138

 

 

 

 

 

 

 

 

 

Operating income

 

 

3,682

 

 

412

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(208)

 

 

(197)

 

Other income, net

 

 

25

 

 

27

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

3,499

 

 

242

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

1,190

 

 

92

 

 

 

 

 

 

 

 

 

Net income

 

 

2,309

 

 

150

 

 

 

 

 

 

 

 

 

Retained earnings, beginning of period

 

 

61,483

 

 

60,070

 

 

 

 

 

 

 

 

 

Retained earnings, end of period

 

$

63,792

 

$

60,220

 

 

 

 

 

 

 

 

 

Basic and diluted income per share

 

$

1.39

 

$

0.09

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

1,667

 

 

1,661

 

See notes to condensed consolidated financial statements

4


CONTINENTAL MATERIALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIXTHREE MONTHS ENDED JULYAPRIL 1, 2017 AND APRIL 2, 2016 AND JULY 4, 2015

(Unaudited)

(000’s omitted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

JULY 2,

    

JULY 4,

 

    

APRIL 1,

    

APRIL 2,

 

 

2016

 

2015

 

 

2017

 

2016

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

3,744

 

$

2,244

 

Net cash (used) provided by operating activities

 

$

(576)

 

$

1,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(2,776)

 

 

(520)

 

 

 

(630)

 

 

(1,082)

 

Cash proceeds from sale of property and equipment

 

 

216

 

 

59

 

 

 

 —

 

 

212

 

Net cash used in investing activities

 

 

(2,560)

 

 

(461)

 

 

 

(630)

 

 

(870)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayments on the revolving bank loan, net

 

 

(1,500)

 

 

(1,900)

 

Net cash used by financing activities

 

 

(1,500)

 

 

(1,900)

 

Borrowings on the revolving bank loan

 

 

5,600

 

 

6,650

 

Repayments on the revolving bank loan

 

 

(4,400)

 

 

(7,350)

 

Net cash provided by (used in) financing activities

 

 

1,200

 

 

(700)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(316)

 

 

(117)

 

 

 

(6)

 

 

(134)

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

547

 

 

675

 

 

 

301

 

 

547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period

 

$

231

 

$

558

 

 

$

295

 

$

413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the six months for:

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

Interest, net

 

$

217

 

$

192

 

 

$

92

 

$

103

 

Income taxes, net

 

 

788

 

 

3

 

 

 

 —

 

 

265

 

 

See notes to condensed consolidated financial statements

54


 

CONTINENTAL MATERIALS CORPORATION

SECURITIES AND EXCHANGE COMMISSION FORM 10-Q

NOTES TO THE QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

QUARTER ENDED JULY 2, 2016APRIL 1, 2017

(Unaudited)

 

1.    Basis of Presentation:

 

The unaudited interim condensed consolidated financial statements included herein are prepared pursuant to the Securities and Exchange Commission (the “Commission”) rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures normally accompanying the annual consolidated financial statements have been omitted. The condensed consolidated balance sheet of Continental Materials Corporation (the “Company”) as of January 2,December 31, 2016 has been derived from the audited consolidated balance sheet of the Company as of that date. The interim condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K. In the opinion of management, the condensed consolidated financial statements include all adjustments (none of which were other than normal recurring adjustments) necessary for a fair statement of the results for the interim periods and to ensure the financial statements are not misleading. Certain reclassifications have been made to the 20152016 consolidated financial statements to conform to the 20162017 presentation. The reclassifications had no effect on the consolidated results of operations, the net decrease in cash or the total assets, liabilities or shareholders’ equity of the Company.

 

2.    Income taxes are accounted for under the asset and liability method that requires deferred income taxes to reflect the future tax consequences attributable to differences between the tax and financial reporting bases of assets and liabilities. Deferred tax assets and liabilities recognized are based on the tax rates in effect in the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based on available positive and negative evidence, it is “more likely than not” (greater than a 50% likelihood) that some or all of the net deferred tax assets will not be realized.

 

The Company has established a valuation reserve related to the carry-forward of all charitable contributions deductions arising from prior years and theas well as for a portion of contributions in 2016 that the Company believes it willCalifornia Enterprise Zone credit not expected to be unable to utilizeutilized prior to the expiration of their carry-forward periods.expiration. For Federal tax purposes, net operating losses can be carried forward for a period of 20 years while alternative minimum tax credits can be carried forward indefinitely. For state tax purposes, net operating losses can be carried forward for periods ranging from 5 to 20 years for the states that the Company is required to file in. California Enterprise Zone credits can be carried forward indefinitelyused through 2023 while Colorado credits can be carried forward for 7 years.

 

The Company’s income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and state tax authorities. The amounts recorded for income taxes reflect the Company’s tax positions based on research and interpretations of complex laws and regulations. The Company accrues liabilities related to uncertain tax positions taken or expected to be taken in its tax returns.

 

3.    Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

 

 

 

Level 1

Quoted prices in active markets for identical assets or liabilities.

 

 

Level 2

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.

 

 

Level 3

Unobservable inputs supported by little or no market activity andthat are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the assumptions that market participants would use when pricing the asset or liability including assumptions about risk.

65


 

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet:

 

Cash and Cash Equivalents: The carrying amount approximates fair value and was valued as Level 1.

 

Revolving Bank Loan Payable: Fair value is estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities and determined through the use of a discounted cash flow model. The carrying amount of the Revolving Bank Loan Payable represents a reasonable estimate of the corresponding fair value as the Company’s debt is held at variable interest rates and was valued as Level 2.

 

There were no transfers between fair value measurement levels of any financial instruments in the current quarter.

 

4.    TheIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This new revenue standard creates a single source of revenue guidance for all companies in all industries and is more principles-based than current revenue guidance. Subsequently, the FASB has issued various ASUs to provide further clarification around certain aspects of ASC 606. This standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and the Company implementedwill adopt the standard on January 1, 2018. While the Company has not completed its analysis of the impact of the provisions of this standard, assuming no change to the current terms of sales utilized by the Company, we do not expect a significant impact to the consolidated financial statements or disclosure.

In February 2016, the FASB issued ASU No. 2015-17, Income Taxes2016-02, Leases (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified842). This new standard supersedes existing lease guidance to require lessees to recognize assets and liabilities on organizations’the balance sheets.sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. The change has been appliedstandard will be effective for all periods presented.  The effect of implementation is to report a consolidated non current net asset of $3,329,000 and $3,149,000the Company in the condensedfirst quarter of 2019 and will be adopted using a modified retrospective approach. While we anticipate the adoption of ASU 2016-02 may have a significant impact on our consolidated balance sheets, asconsolidated statements of July 2, 2016operations and January 2, 2016, respectively.disclosures, we are unable to quantify the financial statement impact at this time.

 

There are no other significant prospective accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial statements.

 

5.    Operating results for the first sixthree months of 20162017 are not necessarily indicative of performance for the entire year due to the seasonality of most of the Company’s products. Historically, sales of the Evaporative Cooling segment are higher in the first and second quarters, sales of the Concrete, Aggregates and Construction Supplies (CACS) segment are higher in the second and third quarters and sales of furnaces in the Heating and Cooling segment are higher in the third and fourth quarters. Sales of the Door segment are generally more evenly spread throughout the year.

 

6.    There is no difference in the calculation of basic and diluted earnings per share (EPS) for the three-month or six-month periods ended JulyApril 1, 2017 and April 2, 2016 and July 4, 2015 as the Company does not have any dilutive instruments.

 

7.    The Company operates primarily in two industry groups, Heating, Ventilation and Air Conditioning (HVAC) and Construction Products. The Company has identified two reportable segments within each of the industry groups: the Heating and Cooling segment and the Evaporative Cooling segment in the HVAC industry group and the CACS segment and the Door segment in the Construction Products industry group.

 

The Heating and Cooling segment primarily produces and sells gas-fired wall furnaces, console heaters and fan coils from the Company’s wholly-owned subsidiary, Williams Furnace Co. (WFC) of Colton, California. The Evaporative Cooling segment primarily produces and sells evaporative coolers from the Company’s wholly-owned subsidiary, Phoenix Manufacturing, Inc. (PMI) of Phoenix, Arizona. Sales of these two segments are nationwide, but are concentrated in the southwestern United States. Concrete, aggregates and construction supplies are offered from numerous locations along the Southern Front Range of Colorado operated by the Company’s wholly-owned

6


subsidiaries Castle Concrete Company and Transit Mix Concrete Co., of Colorado Springs and Transit Mix of Pueblo, Inc. of Pueblo, Colorado (the three companies collectively are referred to as TMC). The Door segment sells hollow metal and wood doors, door frames and related hardware, lavatory fixtures and electronic access and security systems from the Company’s wholly-owned subsidiary, McKinney Door and Hardware, Inc. (MDHI), which operates out of facilities in Pueblo and Colorado Springs, Colorado. Sales of these two segments are highly concentrated in the Southern Front Range of Colorado although door sales are also made throughout the United States.

 

In addition to the above reporting segments, an “Unallocated Corporate” classification is used to report the unallocated expenses of the corporate office which provides treasury, insurance and tax services as well as strategic

7


business planning and general management services. Expenses related to the corporate information technology group are allocated to all locations, including the corporate office.

 

The Company evaluates the performance of its segments and allocates resources to them based on a number of criteria including operating income, return on investment and other strategic objectives. Operating income is determined by deducting operating expenses from all revenues. In computing operating income, none of the following has been added or deducted: unallocated corporate expenses, interest, other income or loss or income taxes.

 

The following table presents information about reported segments for the six-month and three-month periods ended JulyApril 1, 2017 and April 2, 2016 and July 4, 2015 along with the items necessary to reconcile the segment information to the totals reported in the financial statements (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction Products Industry

 

HVAC Industry

 

 

 

 

 

 

Construction Products Industry

 

HVAC Industry

 

 

 

 

 

    

Concrete,

    

 

    

 

    

 

    

 

    

 

    

 

    

 

 

    

Concrete,

    

 

    

 

    

 

    

 

    

 

    

 

    

 

 

 

Aggregates &

 

 

 

Combined

 

Heating

 

 

 

Combined

 

 

 

 

 

 

Aggregates &

 

 

 

Combined

 

Heating

 

 

 

Combined

 

 

 

 

 

 

Construction

 

 

 

Construction

 

and

 

Evaporative

 

HVAC

 

Unallocated

 

 

 

 

Construction

 

 

 

Construction

 

and

 

Evaporative

 

HVAC

 

Unallocated

 

 

 

 

Supplies

 

Doors

 

Products

 

Cooling

 

Cooling

 

Products

 

Corporate

 

Total

 

 

Supplies

 

Doors

 

Products

 

Cooling

 

Cooling

 

Products

 

Corporate

 

Total

 

Six Months Ended July 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended April 1, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

33,111

 

$

8,745

 

$

41,856

 

$

17,785

 

$

17,299

 

$

35,084

 

$

9

 

$

76,949

 

 

$

13,483

 

$

3,869

 

$

17,352

 

$

10,436

 

$

6,309

 

$

16,745

 

$

 6

 

$

34,103

 

Depreciation, depletion and amortization

 

 

704

 

 

63

 

 

767

 

 

277

 

 

238

 

 

515

 

 

8

 

 

1,290

 

 

 

337

 

 

35

 

 

372

 

 

151

 

 

107

 

 

258

 

 

 8

 

 

638

 

Operating income (loss)

 

 

1,871

 

 

847

 

 

2,718

 

 

797

 

 

1,818

 

 

2,615

 

 

(1,651)

 

 

3,682

 

Operating (loss) income

 

 

(584)

 

 

292

 

 

(292)

 

 

565

 

 

(57)

 

 

508

 

 

(827)

 

 

(611)

 

Segment assets

 

 

36,382

 

 

7,272

 

 

43,654

 

 

19,025

 

 

13,343

 

 

32,368

 

 

2,145

 

 

78,167

 

 

 

34,863

 

 

6,865

 

 

41,728

 

 

20,085

 

 

15,714

 

 

35,799

 

 

2,974

 

 

80,501

 

Capital expenditures

 

 

2,233

 

 

52

 

 

2,285

 

 

376

 

 

115

 

 

491

 

 

 —

 

 

2,776

 

Three Months ended July 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

20,912

 

$

4,890

 

$

25,802

 

$

6,635

 

$

10,279

 

$

16,914

 

$

5

 

$

42,721

 

Depreciation, depletion and amortization

 

 

357

 

 

32

 

 

389

 

 

139

 

 

119

 

 

258

 

 

4

 

 

651

 

Operating income (loss)

 

 

2,065

 

 

537

 

 

2,602

 

 

(237)

 

 

1,365

 

 

1,128

 

 

(900)

 

 

2,830

 

Segment assets

 

 

36,382

 

 

7,272

 

 

43,654

 

 

19,025

 

 

13,343

 

 

32,368

 

 

2,145

 

 

78,167

 

Capital expenditures

 

 

1,314

 

 

30

 

 

1,344

 

 

259

 

 

91

 

 

350

 

 

 —

 

 

1,694

 

Capital expenditures (b)

 

 

382

 

 

101

 

 

483

 

 

98

 

 

43

 

 

141

 

 

 6

 

 

630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction Products Industry

 

HVAC Industry

 

 

 

 

 

 

Construction Products Industry

 

HVAC Industry

 

 

 

 

 

    

Concrete,

    

 

    

 

    

 

    

 

    

 

    

 

    

 

 

    

Concrete,

    

 

    

 

    

 

    

 

    

 

    

 

    

 

 

 

Aggregates &

 

 

 

Combined

 

Heating

 

 

 

Combined

 

Unallocated

 

 

 

 

Aggregates &

 

 

 

Combined

 

Heating

 

 

 

Combined

 

 

 

 

 

 

Construction

 

 

 

Construction

 

and

 

Evaporative

 

HVAC

 

Corporate

 

 

 

 

Construction

 

 

 

Construction

 

and

 

Evaporative

 

HVAC

 

Unallocated

 

 

 

 

Supplies

 

Doors

 

Products

 

Cooling

 

Cooling

 

Products

 

(a)

 

Total

 

 

Supplies

 

Doors

 

Products

 

Cooling

 

Cooling

 

Products

 

Corporate

 

Total

 

Six Months Ended July 4, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended April 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

24,655

 

$

8,869

 

$

33,524

 

$

15,020

 

$

16,998

 

$

32,018

 

$

8

 

$

65,550

 

 

$

12,199

 

$

3,855

 

$

16,054

 

$

11,150

 

$

7,020

 

$

18,170

 

$

 4

 

$

34,228

 

Depreciation, depletion and amortization

 

 

677

 

 

63

 

 

740

 

 

285

 

 

246

 

 

531

 

 

26

 

 

1,297

 

 

 

347

 

 

31

 

 

378

 

 

138

 

 

119

 

 

257

 

 

 4

 

 

639

 

Operating (loss) income

 

 

(856)

 

 

794

 

 

(62)

 

 

302

 

 

1,696

 

 

1,998

 

 

(1,524)

 

 

412

 

 

 

(194)

 

 

310

 

 

116

 

 

1,034

 

 

453

 

 

1,487

 

 

(751)

 

 

852

 

Segment assets (a)

 

 

31,791

 

 

6,471

 

 

38,262

 

 

22,628

 

 

12,730

 

 

35,358

 

 

2,135

 

 

75,755

 

 

 

33,518

 

 

6,173

 

 

39,691

 

 

22,381

 

 

12,283

 

 

34,664

 

 

3,653

 

 

78,008

 

Capital expenditures (b)

 

 

178

 

 

32

 

 

210

 

 

209

 

 

101

 

 

310

 

 

 —

 

 

520

 

 

 

919

 

 

22

 

 

941

 

 

117

 

 

24

 

 

141

 

 

 —

 

 

1,082

 

Three Months ended July 4, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

14,090

 

$

4,681

 

$

18,771

 

$

5,874

 

$

10,216

 

$

16,090

 

$

4

 

$

34,865

 

Depreciation, depletion and amortization

 

 

340

 

 

32

 

 

372

 

 

143

 

 

123

 

 

266

 

 

13

 

 

651

 

Operating (loss) income

 

 

(128)

 

 

456

 

 

328

 

 

(195)

 

 

1,245

 

 

1,050

 

 

(747)

 

 

631

 

Segment assets (a)

 

 

31,791

 

 

6,471

 

 

38,262

 

 

22,628

 

 

12,730

 

 

35,358

 

 

2,135

 

 

75,755

 

Capital expenditures (b)

 

 

178

 

 

32

 

 

210

 

 

149

 

 

68

 

 

217

 

 

 —

 

 

427

 

 


(a)

Segment assets are as of January 2,December 31, 2016.

(b)

Capital expenditures are presented on the accrual basis of accounting.

 

8


There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from the last annual report.

 

8.    InOn September of 201415, 2016 a Partial Summary Judgment Order was issued regarding the Company ceased production at its leased gravel operation in Pueblo, Colorado. This aggregate operation incurred significant operating losses in all but two years since 2005. The principal reasons for the operating losses were the high ratio of sand to rock and the high cost of complying with water augmentation requirements. Except for the sand required in the production of concrete, the demand for sand in the Pueblo area is very weak. The decision to shut down the Pueblo aggregate operation resulted in significant accounting charges in the third quarter of 2014. The Company recorded $4,000,000 to reflect the costs to backfill the mined gravel pit from a previous mining phase. Prior to the shutdown the reclamation plan was to fill this pit with waste material and tailings from the ongoing gravel operation. The Company also wrote-off $1,257,000 of unamortized deferred development expenses and $401,000 of prepaid royalties related to the minimum annual royalties paid during the period of operation. The Company has filed suit inCompany’s previously disclosed litigation, Continental Materials Corporation v. Valco, Inc., Civil Action No. 2014-cv-2510, filed in the United StatedStates District Court for the District of Colorado seeking,Colorado. The suit regards a sand and gravel lease between the

7


Company and Valco, Inc. (“Valco”) that calls for the payment of royalties over the life of the lease on an agreed 50,000,000 tons of sand and gravel reserves. In the suit the Company sought, among other things, to rescindreform the sand and gravel lease in regard to the agreed amount of sand and gravel reserves and to recover approximately $1,282,000 of royalty overpayments and $1,470,000included in other long-term assets. The Partial Summary Judgment Order resolved many of royaltiesthe Company’s claims in Valco’s favor, but the Company’s claim for the return of royalty overpayments made during the statutorily allowed period is still pending. During the third quarter of 2016, the Company recorded a $632,000 write-down representing the portion of the royalty overpayment paid prior to the statutorily allowed period because of litigation risk attendant to recovering that amount. On September 30, 2016 Valco filed a motion seeking to add three counterclaims alleging damages in excess of actual tons produced.$5,900,000. The sandCompany opposed Valco’s motion and gravel lease calledon December 9, 2016, Valco withdrew its motion to add counterclaims. The Company has asserted partial failure of consideration as a defense to Valco’s counterclaims for unpaid royalties because the consideration for the payments of a royalty onpromise to pay royalties was the 50,000,000 tons of sand and gravel reserves. Throughreserves that do not exist. The Company sought certification of the datePartial Summary Judgment Order because it and its legal counsel believe the court improperly resolved factual issues in its Partial Summary Judgment Order that should have been decided by a jury. The Company and its legal counsel believe there is a likelihood that some, or all, of cessationthe issues resolved by the Partial Summary Judgment Order may be reversed on appeal and remanded for trial by jury although there can be no assurance that an appeal will result in reversal. The Company paid royalties on approximately 17,700,000 tons, have been paid for, including the overpayments. After considerationoverpayments, of all facts and circumstances, including discussions with legal counsel, management concluded that no reserve was required to be recorded against the overpaid royalties nor was a liability required to be recorded for royalties related to the remaining 32,300,00050,000,000 tons of unmined sand and gravel.

9.    Identifiable amortizable intangible assets asgravel reserves through the end of July 2, 2016 includethe third quarter of 2014. The impact of these proceedings could have a restrictive land covenant and customer relationships. At July 2, 2016, these assets were collectively carried at  zero, net of $720,000 accumulated amortization. The pre-tax amortization expense for intangible assets during the quarter ended July 2, 2016 was $10,000 compared to $12,000 for the quarter ended July 4, 2015 and $21,000 and $23,000 for the six months ended July 2, 2016 and July 4, 2015, respectively.

Based upon the intangible assets recordedmaterial financial effect on the balance sheet at July 2, 2016, amortization expense afterCompany; however, the second quarterCompany does not believe that there is a reasonable basis for estimating the financial impact, if any, of 2016 will be zero.the final outcome of these proceedings and accordingly no accrual or reserve has been recorded in compliance with accounting principles generally accepted in the United States of America. On February 23, 2017, the Partial Summary Judgment Order was certified for immediate appeal, and all other claims, counterclaims and defenses were stayed pending the resolution of that appeal. The Company filed a notice of appeal on March 24, 2017. The appeal is currently pending.

 

10.9.  The Company issued a total of 12,000 shares to the eight eligible board members effective April 6, 2016March 8, 2017 as full payment for their 20162017 retainer fee. TheAs of April 2, 2016 the Company had not yet issued a total of 12,000 shares to the eight eligible board members effective January 15, 2015 as full payment for their 20152016 retainer fee. All shares were issued under the 2010 Non-Employee Directors Stock Plan.

 

11.10.  The Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) effective November 18, 2011. The Company entered intohas negotiated the FifthEighth Amendment to Credit Agreement effective March 20, 2015 andwhich, among other things, extends the Sixth Amendmentmaturity date from May 1, 2018 to Credit Agreement effective August 10, 2015. Effective March 24, 2016May 1, 2020. The Company is in the Company entered intoprocess of completing the Seventh Amendmentinternal documentation necessary to Credit Agreement.execute the Amendment. The Company had previously entered into fourseven separate amendments to the Credit Agreement. Cumulatively, the amendments were entered into by the Company to, among other things, (i) modify certain of the financial covenants, (ii) increaseadjust the amount of the Revolving Commitment, to $20,000,000, (iii) terminate the Term Loan Commitment upon the repayment in full of the outstanding principal balance (and accrued interest thereon) of the Term Loan, (iv) modify the Borrowing Base calculation to provide for borrowing availability in respect of new Capital Expenditures, (v) decrease the interest rates on the Revolving Loans, and (vi) extend the maturity date to May 1, 2018.and (vii) decrease the Letter of Credit fee rate. Borrowings under the Credit Agreement are secured by the Company’s accounts receivable, inventories, machinery, equipment, vehicles, certain real estate and the common stock of all of the Company’s subsidiaries. Borrowings under the Credit Agreement bear interest based on a London Interbank Offered Rate (LIBOR) or prime rate based option.

 

The Credit Agreement either limits or requires prior approval by the lender of additional borrowings, acquisition of stock of other companies, purchase of treasury shares and payment of cash dividends. Payment of accrued interest is due monthly or at the end of the applicable LIBOR period.

 

9


The Credit Agreement as amended provides for the following:

 

·

The Revolving Commitment is $20,000,000.

8


·

Borrowings under the Revolving Commitment are limited to (a) 80% of eligible accounts receivable, (b) the lesser of 50% of eligible inventories and $8,500,000 plus (c) 80% of new Capital Expenditures not to exceed $5,500,000 with respect to each of Fiscal YearYears 2016 and 2017.

·

The Minimum Fixed Charge Coverage Ratio is not permitted to be below 1.15 to 1.0 for theeach trailing twelve month period ending July 2, 2016 andApril 1, 2017 each Fiscal Quarter end thereafter.Quarter.

·

The Company must not permit Tangible Net Worth as of the last day of any future Computation Period to be less than $31,000,000 (provided that the required amount of Tangible Net Worth shall increase (but not decrease) by an amount equal to 50% of the Consolidated Net Income for the immediately preceding Fiscal Year beginning with fiscal 2016)Year). Therefore, the required Tangible Net Worth as of July 2, 2016April 1, 2017 is $31,707,000.$32,843,000.

·

The Balance Sheet Leverage Ratio as of the last day of any Computation Period may not exceed 1.00 to 1.00.

·

The maturity date of the credit facility is May 1, 2018.2020.

·

Interest rate pricing for the revolving credit facility is currently LIBOR plus 2.50%2.25% or the prime rate plus .25%.rate.

 

Definitions under the Credit Agreement as amended are as follows:

 

·

Minimum Tangible Net Worth is defined as net worth plus subordinated debt, minus intangible assets (goodwill, intellectual property, prepaid expenses, deposits and deferred charges), minus all obligations owed to the Company or any of its subsidiaries by any affiliate or any of its subsidiaries and minus all loans owed by its officers, stockholders, subsidiaries or employees.

·

Fixed Charge Coverage Ratio is defined as, for any computation period, the ratio of (a) the sum for such period of (i) EBITDA, as defined, minus (ii) the sum of income taxes paid in cash and all unfinanced capital expenditures to (b) the sum for such period of interest expense.

·

Balance Sheet Leverage Ratio is defined as the ratio of Total Debt to Tangible Net Worth.

·

EBITDA means for any Computation Period (or another time period to the extent expressly provided for in the Credit Agreement) the sum of the following with respect to the Company and its Subsidiaries each as determined in accordance with GAAP: (a) Consolidated Net Income, plus (b) federal, state and other income taxes deducted in the determination of Consolidated Net Income, plus (c) Interest Expense deducted in the determination of Consolidated Net Income, plus (d) depreciation, depletion and amortization expense deducted in the determination of Consolidated Net Income, plus (e) charges deducted in the determination of Consolidated Net Income infor 2014, (not to exceed $5,757,000 in the aggregate)charges directly related to the closing and reclamation of the Pueblo aggregates mining site, plus (f) any other non-cash charges and any extraordinary charges deducted in the determination of Consolidated Net Income, including any asset impairment charges (including write downs of goodwill), minus (g) any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations included in the determination of Consolidated Net Income.

 

Outstanding funded revolving debt was $4,700,000$3,200,000 as of July 2, 2016April 1, 2017 compared to $6,200,000$2,000,000 as of January 2,December 31, 2016. The highest balance outstanding during the first sixthree months of 2017 and 2016 was $3,650,000 and 2015 was $7,500,000 and $6,800,000,$6,500,000, respectively. Average outstanding funded debt was $5,432,000$1,895,000 and $4,882,000$4,830,000 for the first sixthree months of 20162017 and 2015,2016, respectively. At July 2, 2016,April 1, 2017, the Company had outstanding letters of credit totaling $5,415,000.

10


At all times since the inception of the Credit Agreement, the Company has had sufficient qualifying and eligible assets such that the available borrowing capacity exceeded the cash needs of the Company and this situation is expected to continue for the foreseeable future.

 

The Company believes that its existing cash balance, anticipated cash flow from operations and borrowings available under the Credit Agreement will be sufficient to cover expected cash needs, including planned capital expenditures, for the next twelve months except for the possibleexpenditures related to the acquisition of the necessary equipment needed to begin mining an aggregates property near Colorado Springs thatshould TMC succeed in obtaining the required mining permits from the State of Colorado and El Paso County. As of April 1, 2017 the Company has an option on.had invested and capitalized approximately $3,100,000 of deferred development expenditures related to this aggregates property. The Company expects to arrange for term or mortgage financing to fund the acquisition and purchaseof the necessary equipment needed to begin mining the property should it exercise its option. The option, originally set to expire in April 2016, has been verbally extended until the end of 2016.permits be granted. The Company expects to be in compliance with all debt covenants, as amended, throughout the facility’s remaining term.

 

12.

9


11.  The Company is involved in litigation matters related to its business, principally product liability matters related to the gas-fired heating products and fan coil products in the Heating and Cooling segment. In the Company’s opinion, none of these proceedings, when concluded, will have a material adverse effect on the Company’s consolidated results of operations cash flows or financial condition as the Company has established adequate accruals for matters that are probable and estimable. The Company does not accrue estimated future legal costs related to the defense of theses matters but rather expenses legal costs as incurred. Additionally, see Note 8 for discussion of litigation regarding the Pueblo sand and gravel lease.

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help investors understand the Company’s results of operations, financial condition and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report and the Company’s Annual Report on Form 10-K for the fiscal year ended January 2,December 31, 2016.

 

Company Overview

 

For an overview of the Company’s operations and operating structure, see Note 7 to the condensed consolidated financial statements contained in this Quarterly Report.

 

Liquidity and Capital Resources

 

Sales of the Company’s HVAC products are seasonal except for fan coils. Sales of furnaces, heaters and evaporative coolers are sensitive to weather conditions particularly during their respective peak selling seasons. Fan coil sales are, to a significant extent, dependent on commercial construction, particularly of hotels. Revenues in the CACS segment are primarily dependent on the level of construction activity along the Southern Front Range in Colorado. Sales for the Door segment are not as seasonal nor are they much affected by weather conditions. Historically, the Company has experienced operating losses during the first quarter except when the weather is mild and demand strong along the Southern Front Range. Operating results typically improve in the second and third quarters reflecting more favorable weather conditions in southern Colorado and the seasonal sales of the Evaporative Cooling segment. Fourth quarter results can vary based on weather conditions in Colorado as well as in the principal markets for the Company’s heating equipment. As expected, the Company reported an operating loss for the first quarter of 2017. For the first quarter of 2016 the Company reported an operating profit primarily due to the CACS segment which benefited from favorable weather and substantially higher fan coil sales.

 

The Company typically experiences operating cash flow deficits during the first half of the year reflecting operating results, the use of sales dating programs (extended payment terms) related to the Evaporative Cooling segment and payments of the prior year’s accrued incentive bonuses and Company profit-sharing contributions, if any. As a result, the Company’s borrowings against its revolving credit facility tend to peak during the second quarter and then decline over the remainder of the year.

 

11


Cash providedused by operations was $3,744,000$576,000 during the first sixthree months of 20162017 compared to $2,244,000$1,436 provided during the first sixthree months of 2015.2016. The improvedcurrent year use of cash is attributable to operating results were responsible for the increase in cash provided whilecombined with changes in working capital itemsitems; primarily increases in inventory levels partially offset the effectby decreases in receivables. The prior year provision of thecash was attributable to improved operating results.results combined with changes in working capital items.

 

During the sixthree months ended July 2, 2016,April 1, 2017, investing activities used $2,560,000$630,000 of cash compared to $461,000$870,000 of cash used in the prior year’s period. Capital expenditures during the first sixthree months of 20162017 were $2,776,000$630,000 compared to $520,000$1,082,000 during the first sixthree months of 2016. CapitalLower capital spending in the CACS segment was the primary reason for these increases asthis decrease. Additionally, the segment added new mixer trucks and continued to develop the aggregate property that is under option. Additionally,first three months of 2016 includes $216,000included $212,000 of cash proceeds from the sale of equipment compared to $59,000none in the first sixthree months of 2015.2017.

 

10


Financing activities during the first sixthree months of 2017 provided $1,200,000 as borrowings were used to partially finance the increase in working capital. During the first three months of 2016 and 2015financing activities used $1,500,000 and $1,900,000, respectively$700,000 as available cash was used to pay down the revolving bank loan in both periods.loan. See also the discussion of the Revolving Credit and Term Loan Agreement below.

 

Revolving Credit and Term Loan Agreement

 

As discussed in Note 1110 to the condensed consolidated financial statements contained in this Quarterly Report, the Company maintains a Credit Agreement, which, as amended, provides for a Revolving Commitment of $20,000,000. Borrowings under the Credit Agreement are secured by the Company’s accounts receivable, inventories, machinery, equipment, vehicles, certain real estate and the common stock of all of the Company’s subsidiaries. Borrowings under the Revolving Commitment are limited to (a) 80% of eligible accounts receivable, (b) the lesser of 50% of eligible inventories and $8,500,000 plus (c) 80% of new Capital Expenditures not to exceed $5,500,000 in the aggregate with respect to each of Fiscal Year 2016 and 2017. Borrowings under the Credit Agreement bear interest based on a LIBOR or prime rate based option.

 

The Credit Agreement either limits or requires prior approval by the lender of additional borrowings, acquisition of stock of other companies, purchase of treasury shares and payment of cash dividends. Payment of accrued interest is due monthly or at the end of the applicable LIBOR period. The Credit Agreement has a maturity date of May 1, 2018.2020.

 

The Company’s outstanding borrowings against the revolving credit facility were $4,700,000$3,200,000 at July 2, 2016.April 1, 2017. At all times since the inception of the Credit Agreement, the Company has had sufficient qualifying and eligible assets such that the entire revolving credit facility was available to the Company. This situation is expected to continue for the foreseeable future.

 

As of July 2, 2016April 1, 2017 the Company was in compliance with all covenants in the Credit Agreement and expects to be in compliance with all loan covenants for the remaining term of the Credit Agreement. The Company believes that its existing cash balance, anticipated cash flow from operations and borrowings available under the Credit Agreement will be sufficient to cover expected cash needs, including planned capital expenditures, for the next twelve months except for the possibleexpenditures related to the acquisition of the necessary equipment needed to begin mining an aggregates property near Colorado Springs thatshould Transit Mix succeed in obtaining the Company has an option to purchase.required mining permits from the State of Colorado and El Paso County. The Company expects to arrange for term or mortgage financing to fund the purchaseacquisition of the necessary equipment needed to begin mining the property should it exercise its option.the permits be granted. The option, originally setCompany expects to expirebe in April 2016 has been verbally extended untilcompliance with all debt covenants, as amended, throughout the end of 2016.facility’s remaining term.

 

Results of Operations - Comparison of Quarter Ended July 2, 2016April 1, 2017 to the Quarter Ended July 4, 2015April 2, 2016

 

(In the ensuing discussions of the results of operations the Company defines the term gross profit as the amount determined by deducting cost of sales before depreciation, depletion and amortization from sales. The gross profit ratio is gross profit divided by sales.)

 

Consolidated sales in the secondfirst quarter of 20162017 were $42,721,000, an increase$34,103,000, a decrease of $7,856,000$125,000 or 22.5%less than 1% compared to the secondfirst quarter of 2015. Sales increased in all segments.2016. The CACS segment reported a 48.4% increase incurrent quarter sales in$1,284,000 higher than the secondfirst quarter of 2016 compared towhile the second quarterDoor segment was relatively constant with an increase of 2015 attributable to strengthening in both the

12


Colorado Springs and Pueblo markets as well as a windmill job servicedless than 1%. These increased sales were more than offset by a portable plant which is discussed further in the segment section below. Saleslower sales in the Heating and Cooling segment, improved by $761,000 (13.0%down $714,000 (6.4%), and the Cooling segment, down $711,000 (10.1%) as both furnace and fan-coil sales exceededin the first quarter of 2017 compared to the prior year second quarter levels. Sales in the Door and Evaporative Cooling segments were up lesser amounts, reporting increased sales of $209,000 (4.5%) and $63,000 (.6%), respectively.first quarter.

 

The consolidated gross profit ratio in the first quarter of 20162017 was 22.6%17.7% compared to 19.2%20.5% in the same period of 2015. The gross profit ratio improvement was realized mainly in the CACS segment2016. All segments, with smaller increases inexception of the Door and Evaporative Cooler segments. The Heating and Cooling segment, reported a slight declinedeclines in gross profit margin. margin in the first quarter of 2017 compared to the prior year first quarter. The Door segment gross profit percentage was fairly steady, increasing 0.4%, in the first quarter of the current year compared to the first quarter of the prior year. The decreases in gross profit for the other three segments are addressed in the discussion of segments below. 

11


 

Consolidated selling and administrative expenses were $730,000$288,000 higher than the comparable prior year quarter.

However, asAs a percentage of consolidated sales, selling and administrative expenses decreased between quarters at 14.4% and 15.6% for 2016 and 2015, respectively.increased to 17.6% in the first quarter of 2017 from 16.7% in the first quarter of 2016.

 

Consolidated depreciation and amortization charges were consistent between quartersvirtually identical at $651,000 for each three month period.$639,000 in the first quarter of 2017 compared to $638,000 in the first quarter of 2016.

 

The consolidated operating incomeloss in the secondfirst quarter of 20162017 was $2,830,000$611,000 compared to $631,000 in the second quarter of the prior year. The majority of the improvement was seen in the CACS segment which reported a current quarterconsolidated operating income of $2,065,000$852,000 in the first quarter of 2016. All segments reported declines in operating results and are addressed in the discussion of segments below.

Interest income for the first quarter 2017 was $18,000 compared to an operating loss$15,000 for the first quarter of $128,0002016. Interest expense in the secondfirst quarter of 2015. The Evaporative Cooler and Door segments also reported improved operating income up $120,000 and $81,000, respectively. The Heating and Cooling segment reported a decline of $42,0002017 was $66,000 compared to $110,000 in operating income between the secondfirst quarter of 2016 and the same period in 2015.

Net interest2016. Interest expense includes interest on outstanding funded debt, finance charges on outstanding letters of credit, the fee on the unused revolving credit line and other recurring fees charged by the lending bank. NetThe decline from the prior year quarter is attributable to lower average borrowings and the capitalization of $24,000 of interest expenseassociated with the deferred development expenditures discussed in the second quarter of 2016 was $5,000 higher than the second quarter of 2015.Note 10. The weighted average interest rate on outstanding funded debt in the secondfirst quarter of 2016,2017, including the fee on the unused line of credit and other recurring bank charges but excluding finance charges on letters of credit, was approximately 5.5%8.1% compared to 5.3%4.9% in the secondfirst quarter of 2015. Average2016. The higher interest rate was due to the lower average outstanding funded debt of $1,895,000 during the first quarter of 2017 compared to $4,830,000 in the secondfirst quarter of 2016 was $5,583,000 compared to $5,433,000 in the second quarter of 2015.2016. At the end of the secondfirst quarter of 20162017 the outstanding funded debt was $4,700,000$3,200,000 compared to $3,900,000$5,500,000 at the end of the secondfirst quarter of 2015.2016.

 

The Company’s effective income tax rate reflects federal and state statutory income tax rates adjusted for non-deductible expenses, tax credits and other tax items. The estimated effective income tax rate in the secondfirst quarter of 20162017 was a benefit of 34.0% compared to 35.8%a provision of 34.0% for the secondfirst quarter of 2015.2016.

 

The Company operates four businesses in two industry groups. The businesses are generally seasonal, weather sensitive and subject to cyclical factors. The following addresses various aspects of operating performance focusing on the reportable segments within each of the two industry groups.

 

1312


 

Construction Products

 

The table below presents a summary of operating information for the two reportable segments within the Construction Products industry group for the quarters ended JulyApril 1, 2017 and April 2, 2016 and July 4, 2015 (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Concrete,

    

 

 

    

Concrete,

    

 

 

    

 

Aggregates and

 

 

 

 

Aggregates and

 

 

 

 

 

Construction

 

 

 

 

Construction

 

 

 

 

 

Supplies

 

Door

 

 

Supplies

 

Door

 

 

Three Months ended July 2, 2016

 

 

 

 

 

 

 

Revenues from external customers

 

$

20,912

 

$

4,890

 

Segment gross profit

 

 

3,987

 

 

1,294

 

Gross profit as percent of sales

 

 

19.1

%  

 

26.5

%

Segment operating income

 

 

2,065

 

 

537

 

Operating income as a percent of sales

 

 

9.9

%

 

11.0

%

Segment assets as of July 2, 2016

 

$

36,382

 

$

7,272

 

Return on assets

 

 

5.7

%

 

7.4

%

 

 

 

 

 

 

 

Three Months ended July 4, 2015

 

 

 

 

 

 

 

Three Months ended April 1, 2017

 

 

 

 

 

 

 

Revenues from external customers

 

$

14,090

 

$

4,681

 

 

$

13,483

 

$

3,869

 

Segment gross profit

 

 

1,478

 

 

1,174

 

 

 

1,050

 

 

1,025

 

Gross profit as percent of sales

 

 

10.5

%  

 

25.1

%

 

 

7.8

%  

 

26.5

%

 

Segment operating (loss) income

 

 

(128)

 

 

456

 

 

 

(584)

 

 

292

 

Operating (loss) income as a percent of sales

 

 

(0.9)

%

 

9.7

%

 

 

(4.3)

%

 

7.5

%

 

Segment assets as of July 4, 2015

 

$

31,931

 

$

7,111

 

Segment assets as of April 1, 2017

 

$

34,863

 

$

6,865

 

Return on assets

 

 

(0.4)

%

 

6.4

%

 

 

(1.7)

%

 

4.3

%

 

 

 

 

 

 

 

 

Three Months ended April 2, 2016

 

 

 

 

 

 

 

Revenues from external customers

 

$

12,199

 

$

3,855

 

Segment gross profit

 

 

1,297

 

 

1,005

 

Gross profit as percent of sales

 

 

10.6

%  

 

26.1

%

 

Segment operating (loss) income

 

 

(194)

 

 

310

 

Operating (loss) income as a percent of sales

 

 

(1.6)

%

 

8.0

%

 

Segment assets as of April 2, 2016

 

$

31,419

 

$

6,834

 

Return on assets

 

 

(0.6)

%

 

4.5

%

 

 

 

Concrete, Aggregates and Construction Supplies Segment

 

The product offerings of the CACS segment consist of ready mixready-mix concrete, aggregates and construction supplies. Ready mixReady-mix concrete and aggregates are produced at multiple locations in or near Colorado Springs and Pueblo, Colorado. Construction supplies encompass numerous products purchased from third party suppliers and sold to the construction trades, particularly concrete sub-contractors. During the three months ended July 2, 2016,April 1, 2017, concrete, aggregates and construction supplies accounted for approximately 79%74%, 15%20% and 6% of the sales of the CACS segment, respectively, including aggregates consumed internally in the production of concrete. In the secondfirst quarter of 2015,2016, the sales mix between concrete, aggregates and construction supplies was 73%68%, 19%25% and 8%7%, respectively. Sales including aggregates consumed internally increased $7,488,000 (47.5%$1,316,000 (9.5%) betweenfrom the secondfirst quarter of 2016 andto the comparable priorcurrent year quarter. Sales to third parties increased by $6,822,000 (48.4%$1,284,000 (11.2%) between the same periods. The gross profit reported by the CACS segment improveddeclined to 19.1%7.8% in the secondfirst quarter of 20162017 from 10.5%10.6% in the secondfirst quarter of the prior year. The enhanced performance of the segmentdecrease is primarily attributable to sustained improvementTMC’s aggregates operations as discussed below.

Ready-mix concrete sales, excluding flow fill material, increased 18.8% in the construction market in the Colorado Springs area, an improving Pueblo market and increased pricing in both markets. Additionally, during the secondfirst quarter of 2016, a windmill project serviced from a portable plant accounted for $2,837,000 of2017 versus the increase in sales. There was no similar project in 2015.

Excluding the windmill project during 2016 and a flow fill project during 2015, ready mix concrete sales increased 37.0% in the secondfirst quarter of 2016 versus the second quarter of 2015.2016. Concrete volume, on the same basis, was 23.3%13.8% higher in the secondfirst quarter of 20162017 compared to the prior year quarter while averagequarter. Average concrete prices for the secondfirst quarter of 20162017 increased by approximately 11.0%4.3% over the comparable 2015 quarter. Even though concrete prices have increased, the2016 quarter largely due to a 3.9% increase in material costs. The market remains sharply competitive especially on large construction projects. Material cost per yard rose about 7.6% in the second quarter of 2016 compared to the prior year second quarter primarily due to a shortage of fly ash which caused an increase in cement usage. Increased haul costs to deliver rock to the batch plants as a result of lower production at the Pikeview Quarry (see discussion below) also added to the increase in material costs. Cement is the highest cost raw material used in the production of ready mixready-mix concrete. Cement costs per yard increased by 2.8%10.6% in the secondfirst quarter of the current year compared to the same quarter of 2015.2016. Higher cement costs, including delivery, were partially offset by lower fly ash, rock and other admixture costs. Batching cash costs per yard increased by 6.9% while delivery cash costs per yard increased 6.7% during the first quarter of the current year over the first quarter of the prior year. The increase in batching costs is attributable to higher equipment rental costs which was partially offset by lower repair and maintenance costs. The increase in delivery costs was mainly due to higher fuel and contract trucking costs.

1413


 

cash costs per yard decreased by 4.3% and delivery cash costs per yard decreased by 17.2%. Batching costs declined primarily due to the added efficiency of the increased volume while the decline in delivery costs was largely due to reduced repairs and maintenance costs as well as lower diesel fuel costs. The gross profit ratio from concrete increased from 11.9% for the second quarter of 2015 to 19.6% for the 2016 quarter. The 16,551 yard windmill project, mentioned above, further added to the increase in volume, sales and gross profit during the second quarter of 2016.

The CACS segment also produces and sells sand, crushed limestone and gravel (collectively “aggregates”) from deposits in and around Colorado Springs. Sales volume (tons) of construction aggregates, including those used internally in the production of ready mixready-mix concrete, increased 37.1%decreased 29.0% in the secondfirst quarter of 20162017 compared to the comparable 20152016 quarter. Average selling prices, excluding freight, were down 7.9%increased 23.8% due to the higher ratio of concrete sand to rockfill sand sales. Although the sand operation reported an improvedremained profitable in the first quarter of 2017, increased labor and repair and maintenance expenses reduced the related gross profit forby 32.4% per ton in the secondfirst quarter of 20162017 compared to the same period in 2015,first quarter of 2016. This decline combined with the impact of mining challenges at two of the quarries and carrying costs related to the closed Pueblo quarry contributed to the $21,000$428,000 loss reported by the aggregates operations virtually identicalin the first quarter of 2017 compared to an $84,000 loss for the 2015 second quarter’s loss.first quarter of 2016.

 

Sales of construction supplies increaseddecreased by $14,000 (1.2%$87,000 (9.5%) in the secondfirst quarter of 20162017 compared to the prior year quarter. The lower sales combined with the fixed nature of many associated costs lead to a negative gross profit increased to 17.5% from 11.2% in 2015. Lower cost of materials as a percentage of sales accounted for the improvedcurrent year quarter compared to the $64,000 gross profit.profit reported in the first quarter of 2016.

 

Depreciation and amortization charges increaseddecreased by $17,000 reflecting recent capital spending due$10,000 in the first quarter of 2017 compared to market improvements.the first quarter of 2016.

 

Selling and administrative expenses were $277,000 higher$30,000 lower in the secondfirst quarter of 20162017 compared to the same period in 2015. The increase was primarily due to increased accruals2016. Increased compensation related to incentive compensation programs as the operating performance is currently ahead of the established goals.expenses were more than offset by reduced legal fees. Litigation fees related to the Pueblo aggregate lease were $320,000$176,000 during the secondfirst quarter of 20162017 compared to $351,000$301,000 incurred during the comparable period of 2015.2016. As a percentage of sales these costs were 7.5%selling and administrative expenses decreased to 9.6% in 2016the first quarter of 2017 compared to 9.2%10.9% in 2015. the first quarter of 2016. 

Results for the first quarter of 2016 include $183,000 of gains on the sale of excess equipment. There were no such sales in the first quarter of 2017.

 

The prices of two commodities, cement and diesel fuel, can have a significant effect on the results of operations of this segment. Management negotiates cement prices with producers who have production facilities in or near the concrete markets that the Company serves. Management may negotiate separate cement prices for large construction projects depending on the demand for and availability of cement from the local producers. The Company buys diesel fuel from local distributors and occasionally enters into a short term arrangement with a distributor whereby the price of diesel fuel is fixed for a period of up to six months. In the past year the Company has not hedged diesel fuel prices. Increases in the cost of these two commodities have a direct effect on the results of operations depending upon whether competitive conditions prevailing in the marketplace enable the company to adjust its selling prices to recover such increases.

 

Door Segment

 

The Door segment sells hollow metal doors, door frames and related hardware, wood doors, lavatory fixtures and electronic access and security systems. Nearly all of the Door segments sales are for commercial and institutional buildings such as schools and healthcare facilities. Approximately 65% to 70% of the sales of the Door segment are related to jobs obtained through a competitive bidding process. Bid prices may be higher or lower than bid prices on similar jobs in the prior year. The Door segment does not track unit sales of the various products through its accounting or management reporting.reporting systems. Management focuses on the level of the sales backlog, the trend in sales and the gross profit rate in managing the business.

 

Door sales in the secondfirst quarter of 20162017 were $209,000 (4.5%$14,000 (0.4%) morehigher than in the secondfirst quarter of the previous year. Bidding prices remain competitive. The gross profit ratio in the secondfirst quarter of 20162017 was 26.5%, up from 25.1%26.1% in the comparable quarter of 2015.2016. The improvement in the gross profit ratio is principally due to better pricing on some 2016 secondand mix of products shipped during the first quarter contract projects.of 2017.

 

1514


 

Sales and administrative expenses duringwere $29,000 higher in the secondfirst quarter of 2016 increased by $39,0002017 compared to the secondfirst quarter of 2015 principally due to increased compensation costs.2016. As a percentage of sales, these expenses were 14.8%18.0% and 14.7%, respectively,17.4% in the secondfirst quarters of 2017 and 2016, and 2015.respectively.

 

The Door segment sales backlog at the end of the secondfirst quarter of 20162017 was $4,810,000$5,797,000 compared to $3,725,000 a year ago.$5,853,000 at the end of the first quarter of 2016.

 

HVAC Products

 

The table below presents a summary of operating information for the two reportable segments within the HVAC products industry group for the quarters ended JulyApril 1, 2017 and April 2, 2016 and July 4, 2015 (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Heating and

    

Evaporative

 

    

Heating and

    

Evaporative

 

    

 

Cooling

 

Cooling

 

 

Cooling

 

Cooling

 

 

Three Months ended July 2, 2016

 

 

 

 

 

 

 

Three Months ended April 1, 2017

 

 

 

 

 

 

 

Revenues from external customers

 

$

6,635

 

$

10,279

 

 

$

10,436

 

$

6,309

 

Segment gross profit

 

 

1,581

 

 

2,773

 

 

 

2,795

 

 

1,155

 

Gross profit as percent of sales

 

 

23.8

%  

 

27.0

%

 

 

26.8

%  

 

18.3

%

 

Segment operating (loss) income

 

 

(237)

 

 

1,365

 

Operating (loss) income as a percent of sales

 

 

(3.6)

%  

 

13.3

%

Segment assets as of July 2, 2016

 

$

19,025

 

$

13,343

 

Segment operating income (loss)

 

 

565

 

 

(57)

 

Operating income (loss) as a percent of sales

 

 

5.4

%  

 

(0.9)

%

 

Segment assets as of April 1, 2017

 

$

20,085

 

$

15,714

 

Return on assets

 

 

(1.2)

%  

 

10.2

%

 

 

2.8

%  

 

(0.4)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended July 4, 2015

 

 

 

 

 

 

 

Three Months ended April 2, 2016

 

 

 

 

 

 

 

Revenues from external customers

 

$

5,874

 

 

10,216

 

 

$

11,150

 

$

7,020

 

Segment gross profit

 

 

1,430

 

 

2,603

 

 

 

3,023

 

 

1,690

 

Gross profit as percent of sales

 

 

24.3

%  

 

25.5

%

 

 

27.1

%  

 

24.1

%

 

Segment operating (loss) income

 

 

(195)

 

 

1,245

 

Operating (loss) income as a percent of sales

 

 

(3.3)

%  

 

12.2

%

Segment assets as of July 4, 2015

 

$

17,696

 

 

12,733

 

Segment operating income

 

 

1,034

 

 

453

 

Operating income as a percent of sales

 

 

9.3

%  

 

6.5

%

 

Segment assets as of April 2, 2016

 

$

18,959

 

$

16,002

 

 

Return on assets

 

 

(1.1)

%  

 

9.8

%

 

 

5.5

%  

 

2.8

%

 

 

 

Heating and Cooling Segment

 

In the secondfirst quarter of 2016,2017, approximately 45%68% of sales in the Heating and Cooling segment consisted of wall furnaces and heaters. Fan coils accounted for 54%30% of the segment’s sales and other products were about 1%2%. In the secondfirst quarter of 20152016 these shares of total segment sales were 45%69%, 54%31% and less than 1%, respectively. Overall sales in the Heating and Cooling segment in the secondfirst quarter of 2016 increased2017 decreased by $761,000 (13.0%$714,000 (6.4%) compared to the same period in 2015.2016.

Sales of furnaces and heaters increased 11.3% in the three months ended April 1, 2017 compared to the three months ended April 2, 2016. Unit shipments of furnaces and heaters are typically low duringwere 8.3% higher in the secondfirst quarter dueof 2017. Prior year first quarter shipments were lower than usual, something management attributed to warm weather conditions. Unit shipments in the secondfirst quarter of 2016, were 5.2% lower thanmost notably in the second quarter of the prior year, however sales dollars increased as average sales prices increased.January. Average sales prices for furnaces and heaters waswere about 17.1%2.8% higher compared to a year ago as a result of price increases instituted during the third quarter of 2015, changes in product mixmix. The gross profit from furnaces and heaters declined in the inclusionfirst quarter of parts sales.2017 largely due to the increased cost of steel.

 

Sales of fan coils during the secondfirst quarter of 2017 declined 31.6% from the comparable 2016 quarter. Sales of fan coils in the first quarter of 2016 increased by 13.4%were significantly higher than anticipated, but slowed over the comparable 2015 quarter asremainder of the pace of new construction spending in the lodging industry remained strong.year. The fan coil sales backlog at July 2, 2016April 1, 2017 was $3,003,000$4,441,000 compared to $3,323,000$3,188,000 at July 4, 2015.April 2, 2016.  Typically, approximately 90% of the sales of fan coils are custom-made systems for hotels and other commercial buildings. Fan coil jobs are obtained through a competitive bidding process. Since every bid job is a unique configuration of materials and parts, the companyCompany does not track units of sales or production as such unit volume data would not be useful in managing the business. Management focuses on the contribution margin by job, the

15


current level of sales and the sales backlog in managing the fan coil business. Contribution margin is measured by deducting variable manufacturing costs and variable selling expenses from sales for a particular product line and is used as an internal measure of profitability for a

16


product or product line. The fan coil contribution margin percentage in the secondfirst quarter of 20162017 was 32.7%34.0%, downup from 35.9%29.5% in the secondfirst quarter of 2015, but was still at an2016. Both quarters’ margins were considered to be acceptable performance level.levels.

 

The Heating and Cooling segment’s gross profit ratio for the secondfirst quarter of 20162017 was 23.8%26.8% compared to 24.3%27.1% in the secondfirst quarter of 2015.2016. The lower gross profit ratio is attributable primarily to the reduced gross profit margins of the fan coil line which were partially offset by improved profit margins in the furnace lines. The improved profit margins in the furnaceand heater lines were primarily due to a reduction in the cost of steel as well as an increase in furnace pricing.discussed above.

 

Selling and administrative expenses in the secondfirst quarter of 20162017 were $197,000$228,000 higher than the secondfirst quarter of the previous year.  The increase was attributable to increased compensation costs, as well as expenses associated with promotion of new products includinglegal fees and marketing literature, trade shows and travel and entertainment.related expenses. As a percentage of sales, selling and administrative expenses remained consistent at 25.3%were 19.9% in the secondfirst quarter of 20162017 and 25.2%16.6% in the secondfirst quarter of 2015.2016.

The Heating and Cooling segment’s operating profit decreased $469,000 (45.4%) for the first quarter of 2017 compared to the first quarter of 2016. This is attributable to lower overall sales combined with higher material costs and increased selling and administrative expenses. 

 

Evaporative Cooling Segment

 

Sales of evaporative coolers increased $63,000 (.6%declined $711,000 (10.1%) in the secondfirst quarter of 20162017 compared to the secondfirst quarter of 2015.2016.  Unit sales of evaporative coolers in the secondfirst quarter of 20162017 were approximately 6.3%11.0% lower than in the secondfirst quarter of 2015.2016. Average selling prices were up about 6.2%less than 1% between the secondfirst quarter of 20162017 and 2015.  Excluding the effectfirst quarter of parts sales, the current quarter average selling prices were 7.1% higher compared to the prior year second quarter.2016. The gross profit ratio in the secondfirst quarter of 20162017 was 27.0%18.3% compared to 25.5%24.1% a year ago. The improveddecline in gross profit ratio is primarily attributable to lowerhigher material costs, notably steel.steel, and increased labor costs.

 

Selling and administrative expenses were $54,000 (4.4%$13,000 (1.2%) higherlower in the secondfirst quarter of 2016 mainly due to increased spending on advertising.2017 as higher compensation related costs were more than offset by decreased advertising expenses. As a percentage of sales, selling and administrative expenses increased to 12.5%17.5% in the current quarter of 20162017 from 12.1%15.9% in the prior year quarter.

The Evaporative Cooler segment reported an operating loss of $57,000 for the first quarter of 2017 compared to operating income of $453,000 for the first quarter of 2016. Lower sales volume and higher material and labor costs contributed to the decline in operating results for the current period as selling and administrative costs remained relatively unchanged.

 

Both businesses in the HVAC group are sensitive to changes in prices for a number of different raw materials, commodities and purchased parts. Prices of steel and copper in particular can have a significant effect on the results of operations of this group. Neither company is currently a party to any hedging arrangements with regard to steel or copper.

Results of Operations - Comparison of Six Months Ended July 2, 2016 to Six Months Ended July 4, 2015

(In the ensuing discussions of the results of operations the Company defines the term gross profit as the amount determined by deducting cost of sales before depreciation, depletion and amortization from sales. The gross profit ratio is gross profit divided by sales.)

Consolidated sales in the first half of 2016 were $76,949,000, an increase of $11,399,000 or 17.4% compared to the first six months of 2015. All segments, with the exception of the Door segment, reported increased sales in the current year. Sales in the CACS segment increased $8,456,000 (34.3%) for the same reasons noted in the discussion of the quarter’s results of operations. Sales in the Heating and Cooling segment increased by $2,765,000 (11.2%) primarily due to fan coil sales which exceeded prior year levels. Sales in the Evaporative Cooling segment increased $301,000 (1.8%) while sales in the Door segment declined by $124,000 (1.4%).

The consolidated gross profit ratio in the first half of 2016 was 21.6% compared to 18.6% in the first six months of 2015. The gross profit ratio in the CACS improved by 7.2 points. The gross profit ratios in the Heating and Cooling and  Door segments each improved by 1.6 points while the Evaporative Cooling segment improved by 1.3 points. The changes are addressed in more detail in the discussion by segment below.

Selling and administrative expenses in the first half of 2016 were $1,342,000 (12.7%) higher compared to the year-ago period. Selling and administrative expenses were higher in all segments primarily due to increased compensation costs as well as legal fees related to the Valco litigation in the CACS segment. As a percentage of

17


consolidated sales, selling and administrative expenses declined to 15.4% the first half of 2016 compared to 16.1% in the same period of the prior year.

Depreciation and amortization charges in the first half of 2016 and 2015 were comparable at $1,290,000 in 2016 and $1,297,000 in 2015. Capital expenditures, which had been lower for several years, increased in the current six month period versus the prior year period primarily due to the increased sales of the CACS segment.

Consolidated operating income in the first half of 2016 was $3,682,000 compared to $412,000 in the first six months of the prior year. The improved operating results are primarily attributable to the CACS and Heating and Cooling segments. The CACS improvement, $2,727,000, was the result of increased concrete sales volume and higher sales prices. The Heating and Cooling segment increase, $495,000, was largely due to greater sales and improved margins in the furnace and heater lines. The Evaporative Cooling and Door segments reported lesser increases in operating income of $122,000 and $53,000, respectively, between the first half of 2016 and the first half of 2015.

In the first half of 2016 net interest expense was $208,000 compared to $197,000 in the first half of 2015. The weighted average interest rate on outstanding funded debt, including the availability fee on the unused line of credit and other recurring bank charges but excluding finance charges on letters of credit was approximately 5.2% for both the 2016 and 2015 six month periods. Average outstanding funded debt in the first half of 2016 was $5,358,000 compared to $4,882,000 in the first half of 2015.

The Company’s effective income tax rate reflects federal and state statutory income tax rates adjusted for non-deductible expenses, tax credits and other tax items. The estimated effective income tax rate in the first half of 2016 was 34.0% compared to 38.0% for the first six months of 2015.

A discussion of operations by segment follows.

Construction Products

The table below presents a summary of operating information for the two reportable segments within the Construction Products industry group for the six months ended July 2, 2016 and July 4, 2015 (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

    

Concrete,

    

 

 

 

 

Aggregates and

 

 

 

 

 

Construction

 

 

 

 

 

Supplies

 

Door

 

Six Months Ended July 2, 2016

 

 

 

 

 

 

 

Revenues from external customers

 

$

33,111

 

$

8,745

 

Segment gross profit

 

 

5,284

 

 

2,299

 

Gross profit as percent of sales

 

 

16.0

%  

 

26.3

%

Segment operating income

 

 

1,871

 

 

847

 

Operating income as a percent of sales

 

 

5.7

%

 

9.7

%

Segment assets as of July 2, 2016

 

$

36,382

 

$

7,272

 

Return on assets

 

 

5.5

%

 

12.0

%

 

 

 

 

 

 

 

 

Six Months Ended July 4, 2015

 

 

 

 

 

 

 

Revenues from external customers

 

$

24,655

 

$

8,869

 

Gross profit

 

 

2,171

 

 

2,193

 

Gross profit as percent of sales

 

 

8.8

%  

 

24.7

%

Segment operating (loss) income

 

 

(856)

 

 

794

 

Operating (loss) income as a percent of sales

 

 

(3.5)

%  

 

9.0

%

Segment assets as of July 4, 2015

 

$

31,931

 

$

7,111

 

Return on assets

 

 

(2.7)

%

 

11.2

%

18


Concrete, Aggregates and Construction Supplies Segment

In the first six months of 2016 concrete, aggregates and construction supplies account for approximately 77%, 17% and 6% of sales of the CACS segment, respectively, including aggregates consumed internally in the production of concrete. In the first half of 2015 the sales mix among concrete, aggregates and construction supplies was 73%, 20% and 7%, respectively. Sales including aggregates consumed internally increased by $8,996,000 (32.0%) and sales to third parties increased $8,456,000 (34.3%). Most of the increase was realized during the second quarter as discussed in the quarterly results section above. Ready mix concrete sales, excluding flow fill material, improved by $8,228,000 (44.5%) in the first six months of 2016 over the comparable 2015 period primarily due to an improved Pueblo market, the windmill project serviced by the portable plant and improved pricing. Concrete volume increased by 24.3%. Exclusive of the windmill project, ready mix volume increased by 14.6%. Average concrete prices for the first six months of 2016, excluding the windmill project and flow fill material, increased by 12.8% compared to the first half of 2015 although approximately 25% of this increase was due to a large specialty job for the Pueblo reservoir. While concrete prices have increased, the market remains sharply competitive especially on large construction projects. Material costs per yard, including cement, increased by 4.9% in the first half of 2016 compared to the same period in 2015. Both batching and delivery costs per yard were relatively flat. As in the second quarter, batching and delivery costs per yard benefited from the increased volume as well as lower repairs and maintenance and diesel fuel costs. The gross profit ratio from concrete increased from 10.75% in the first half of 2015 to 21.1% in 2016. The windmill project, mentioned in the discussion of the quarter, was a significant contributor to the increase in volume, sales and gross profit during the first six months of 2016.

Sales volume (tons) of construction aggregates, including those used internally in the production of ready mix concrete, increased 37.9% during the first six months of 2016 compared to the first six months of 2015. The increase was entirely due to expanded output by the sand division in response to the higher concrete volume. Average selling prices declined 83¢ per ton or approximately 11.8% due to the higher ratio of sand to rock sold. The gross profit, before depreciation, from all aggregate operations in the first half of 2016 was a loss of $105,000 compared to a profit of $30,000 in the first six months of 2015. The loss was due to the mining challenges at two of the quarries and the carrying costs related to the closed Pueblo quarry noted in the discussion of the second quarter’s results above.

Sales of construction supplies increased by $140,000 (7.2%) in the first half of 2016 compared to the same period in 2015 largely due to a weak first quarter in 2015 which management believed was principally due to inclement weather, primarily in January. The gross profit ratio improved to 13.1% from 6.5% due to the lower cost of materials as a percentage of sales as discussed in the quarterly results section above as well as the higher sales achieved in the first quarter of 2016 compared to the first quarter of 2015.

Depreciation expenses increased by $27,000 (4.0%) in the first half of 2016 compared to the first half of 2015 due to a higher level of capital spending in recent months.

Selling and administrative expenses were $487,000 higher in the first six months of 2016 compared to the same period in 2015. The increase was largely due to the increased accruals related to incentive compensation programs discussed in the quarter’s results above. In addition, litigation fees related to the Pueblo aggregate lease were $621,000 during the six months ended July 2, 2016 compared to $525,000 incurred during the six months ended July 4, 2015. See Note 8 to the financial statements.

Door Segment

Door sales in the first half of 2016 were $124,000 (1.4%) less than in the first six months of the previous year. The gross profit ratio increased to 26.3% in the first half of 2016 compared to 24.7% in 2015. The improved gross profit is attributable to better pricing combined with lower material costs.

19


Sales and administrative expenses in the first half of 2016 increased by $58,000 compared to the first six months of 2015 primarily due to increased compensation costs. As a percentage of sales, these expenses were 15.9% and 15.1%, respectively, in the first six months of 2016 and 2015.

HVAC Products

The table below presents a summary of operating information for the two reportable segments within the HVAC products industry group for the six months ended July 2, 2016 and July 4, 2015 (dollar amounts in thousands).

 

 

 

 

 

 

 

 

 

    

Heating and

 

Evaporative

 

 

 

Cooling

 

Cooling

 

 

 

 

 

    

 

 

 

Six Months Ended July 2, 2016

 

 

 

 

 

 

 

Revenues from external customers

 

$

17,785

 

$

17,299

 

Segment gross profit

 

 

4,604

 

 

4,463

 

Gross profit as percent of sales

 

 

25.9

%  

 

25.8

%

Segment operating income

 

 

797

 

 

1,818

 

Operating income as a percent of sales

 

 

4.5

%  

 

10.5

%

Segment assets as of July 2, 2016

 

$

19,025

 

$

13,343

 

Return on assets

 

 

4.2

%  

 

13.6

%

 

 

 

 

 

 

 

 

Six Months Ended July 4, 2015

 

 

 

 

 

 

 

Revenues from external customers

 

$

15,020

 

$

16,998

 

Segment gross profit

 

 

3,645

 

 

4,170

 

Gross profit as percent of sales

 

 

24.3

%  

 

24.5

%  

Segment operating income

 

 

302

 

 

1,696

 

Operating income as a percent of sales

 

 

2.0

%  

 

10.0

%

Segment assets as of July 4, 2015

 

$

17,696

 

$

12,733

 

Return on assets

 

 

1.7

%  

 

13.3

%

Heating and Cooling Segment

In the first half of 2016, approximately 53% of sales in the Heating and Cooling segment consisted of wall furnaces and heaters.  Fan coils accounted for 47% of the segment’s sales and other products were less than 1%. In the first six months of 2015 these shares of total segment sales were 60%, 40% and less than 1%, respectively. Overall sales in the Heating and Cooling segment in the first six months of 2016 increased by $2,765,000 (18.4%) compared to the same period in 2015. Sales of fan coils increased by approximately $2,255,000 (37.6%) compared to the first six months of 2015. The increase in sales is reflective of increased construction spending in the lodging industry. As discussed above, contribution margin is an internal measure of profitability for a product or product line. The fan coil contribution margin percentage in the first half of 2016 declined by 1.4 percentage points over the first six months of 2015. While unit shipments of furnaces and heaters were down 6.3% in the first half of 2016 compared to 2015, the average sales price was up 10.0%. The increase in average selling price of furnaces and heaters in the first half of 2016 was due to the same reasons noted in the discussion of the second quarter’s results.

The Heating and Cooling segment’s gross profit ratio for the first six months of 2016 was 25.9% compared to 24.3% for the first half of 2015. The higher gross profit ratio was principally due to the overall increase in sales and the improved margin in the furnace and heater lines discussed in the second quarter’s results.

Selling and administrative expenses in the first half of 2016 were $472,000 higher compared to the first six month’s of 2015 largely due to the same factors noted in the discussion of the results for the second quarter. As a percentage of sales, selling and administrative expenses were 19.8% in the first half of 2016 compared to 20.4% in the first half of 2015.

20


Evaporative Cooling Segment

Unit sales of evaporative coolers in the first half of 2016 were lower by 3.1% compared to the first six months of 2015. Revenue from evaporative cooler sales in the first half of 2016 increased $301,000, or 1.8%, compared to the same period in the prior year. Average selling prices per unit were approximately 4.1% higher in the first six months of 2016 compared to a year ago. The gross profit ratio in the first six months of 2016 was 25.8% compared to 24.5% realized in the first half of 2015. The improvement was due to lower material costs discussed in the quarter’s results. Selling and administrative expenses were $179,000 (8.0%) higher in the first half of 2016 mainly due to increased advertising spending. As a percentage of sales, selling and administrative expenses were 13.9% and 13.1% in the first half of 2016 and 2015, respectively.

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The condensed consolidated financial statements contained in this Quarterly Report have been prepared in accordance with accounting principles generally accepted in the United States of America which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of July 2, 2016April 1, 2017 and January 2,December 31, 2016 and affect the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

 

Information with respect to the Company’s critical accounting policies which the Company believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management, is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2,December 31, 2016.

16


 

OUTLOOK

 

OverallAlthough the Company expects consolidated sales in 20162017 to exceed the 2015 level. Revenues2016 level, revenues in the CACS segment are dependent of the level of construction activity along the Front Range in Southern Colorado as well as the level of selling prices. Construction activity has exhibited modest and thus far sustained improvement during the past two years in the Colorado Springs market. Construction activity in the Pueblo market has not experienced a similar recovery although there has beenshown some improvement in the current year.last year as well. Concrete pricing has also improved, as well, but the pricing on most bid jobs remains sharply competitive. Further improvements in the CACS segment operating results will depend on a sustained improvement in the Colorado Springs and Pueblo construction markets and the ability to maintain or enhance ready-mix concrete prices especially in response to any increases in cement and/or fuel costs that may occur.

 

Sales in the Door segment are also, to a significant extent, reliant on new construction. Bidding activity remains strong. The sales backlog at July 2, 2016 is 29.1% above the backlog at July 4, 2015.

The Company’s HVAC Industry Group anticipates some increase in sales in 2016 largely due to2017 primarily from higher fan coil sales. Fan coil sales, ashowever, are dependent on continued construction spending in the lodging industry improves. To date, fan coil sales have outpacedas well as the prior year’s actual and current year expected levels and appear to be sustainable for the near term.timing of projects. Sales of furnaces, heaters and evaporative coolers are primarily for replacement purposes and therefore are not heavily reliant on new construction. Sales of these products are generally dependent on the overall strength of the economy, especially employment levels,levels. Sales of furnaces, heaters and evaporative coolers are heavilyalso significantly influenced by weather conditions, particularly during their respective selling seasons. In-season furnace sales later this year will be largely weather-dependent. July typically marks the end of the selling season for evaporative coolers.

 

RECENTLY ISSUED ACCOUNTING STANDARDS

 

See Note 4 to the condensed consolidated financial statements contained in this Quarterly Report for a discussion of recently issued accounting standards.

 

21


MATERIAL CHANGES TO CONTRACTUAL OBLIGATIONS

 

There were no material changes to contractual obligations that occurred during the quarter ended July 2, 2016.April 1, 2017.

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements are based on the beliefs of the Company’s management as well as on assumptions made by and information available to the Company at the time such statements were made.  When used in this Quarterly Report, words such as “anticipates,” “believes,” “contemplates,” “estimates,” “expects,” “plans,” “projects,” “will,” “continue” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors including but not limited to: the amount of new construction, weather, interest rates, availability of raw materials and their related costs, economic conditions and competitive forces in the regions where the Company does business, changes in governmental regulations and policies and the ability of the Company to obtain credit on commercially reasonable terms. Changes in accounting pronouncements as well as the ultimate resolution of the Pueblo lease litigation could also alter projected results. Other factors not currently anticipated may also materially and adversely affect the Company’s results of operations, cash flows and financial position. Forward-looking statements speak only as of the date they were made and we undertake no obligation to publicly update them.

17


Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

The Company is a smaller reporting company as defined by Item 10(f) of Regulation S-K and, as such, is not required to provide information in response to this item.

 

Item 4.Controls and Procedures

 

(a)Evaluation of Disclosure Controls and Procedures.

 

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act) as of July 2, 2016.April 1, 2017. The Chief Executive Officer and Chief Financial Officer, based on that evaluation, concluded that the Company’s disclosure controls and procedures are effective and were reasonably designed to ensure that all material information relating to the Company (including its subsidiaries) required to be disclosed in the reports filed and submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission.

 

(b)Changes in Internal Control Over Financial Reporting.

 

During the quarter ended July 2, 2016,April 1, 2017, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

2218


 

PART II - OTHER INFORMATION

 

Items 1, 1A, 3 and 5 are not applicable or the Company has nothing to report thereunder; therefore, the items have been omitted and no reference is required in this Quarterly Report.

Item 1.Legal Proceedings

On September 15, 2016 a Partial Summary Judgment Order was issued regarding the Company’s previously disclosed litigation, Continental Materials Corporation v. Valco, Inc., Civil Action No. 2014-cv-2510, filed in the United States District Court for the District of Colorado. The suit regards a sand and gravel lease between the Company and Valco, Inc. (“Valco”) that calls for the payment of royalties over the life of the lease on an agreed 50,000,000 tons of sand and gravel reserves. In the suit the Company sought, among other things, to reform the sand and gravel lease in regard to the agreed amount of sand and gravel reserves and to recover approximately $1,282,000 of royalty overpayments. The Partial Summary Judgment Order resolved many of the Company’s claims in Valco’s favor, but the Company’s claim for the return of royalty overpayments made during the statutorily allowed period is still pending. On September 30, 2016 Valco filed a motion seeking to add three counterclaims alleging damages in excess of $5,900,000. The Company opposed Valco’s motion and on December 9, 2016, Valco withdrew its motion to add counterclaims. The Company has asserted partial failure of consideration as a defense to Valco’s counterclaims for unpaid royalties because the consideration for the promise to pay royalties was the 50,000,000 tons of sand and gravel reserves that do not exist. The Company sought certification of the Partial Summary Judgment Order because it and its legal counsel believe the court improperly resolved factual issues in its Partial Summary Judgment Order that should have been decided by a jury. The Company and its legal counsel believe there is a likelihood that some, or all, of the issues resolved by the Partial Summary Judgment Order may be reversed on appeal and remanded for trial by jury although there can be no assurance that an appeal will result in reversal. The Company paid royalties on approximately 17,700,000 tons, including the overpayments, of the 50,000,000 tons of sand and gravel reserves through the end of the third quarter of 2014. The impact of these proceedings could have a material financial effect on the Company; however, the Company does not believe that there is a reasonable basis for estimating the financial impact, if any, of the final outcome of these proceedings and accordingly no accrual or reserve has been recorded in compliance with accounting principles generally accepted in the United States of America. On February 23, 2017, the Partial Summary Judgment Order was certified for immediate appeal, and all other claims, counterclaims and defenses were stayed pending the resolution of that appeal. The Company filed a notice of appeal on March 24, 2017. The appeal is currently pending. See Note 2 for further discussion.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company reserved 150,000 treasury shares representing the maximum number allowed to be granted under the 2010 Non-Employee Directors Stock Plan (Plan) to non-employee directors in lieu of the base director retainer fee. The Company issued a total of 12,000 shares to the eight eligible board members effective April 6, 2016March 8, 2017 as full payment for their 2017 retainer fee. In 2016 the Company issued shares to the eight eligible board members as full payment of their 2016 retainer fee.fee during the second quarter. Transactions pursuant to the Plan are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act, as the shares authorized under the plan may only be issued to the Company’s directors and are not offered to the public. At July 2, 2016,April 1, 2017, a total of 66,00054,000 shares remain eligible for issuance under the Plan.

 

Item 4.Mine Safety Disclosure

 

The Company’s aggregates mining operations, all of which are surface mines, are subject to regulation by the Federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (as amended, the “Mine Act”). MSHA inspects these operations on a regular basis and issues various citations and orders when it believes a violation of the Mine Act has occurred. Information concerning mine safety violations and other regulatory matters required to be disclosed by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K is included in Exhibit 95 to this Quarterly Report.

19


 

Item 6.Exhibits

 

 

 

 

Exhibit No.

     

Description

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) and Exchange Act Rules 13a-15(f) and 15d-15(f), filed herewith.

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) and Exchange Act Rules 13a-15(f) and 15d-15(f), filed herewith.

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

 

 

 

95

 

Mine Safety Disclosures filed herewith.

 

 

 

101

 

The following financial information from Continental Materials Corporation’s Quarterly Report on Form 10-Q for the period ended July 2, 2016April 1, 2017 filed with the SEC on AugustMay 16, 2016,2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations and Retained Earnings for the three and six-monththree-month periods ended JulyApril 1, 2017 and April 2, 2016, and July 4, 2015, (ii) the Condensed Consolidated Balance Sheets at July 2, 2016April 1, 2017 and JanuaryApril 2, 2016, (iii) the Condensed Consolidated Statements of Cash Flows for the six-monththree-month periods ended JulyApril 1, 2017 and April 2, 2016, and July 4, 2015, and (iv) Notes to the Quarterly Condensed Consolidated Financial Statements.

 

 

2320


 

SIGNATURE

 

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.

 

 

 

 

 

 

 

 

 

CONTINENTAL MATERIALS CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

AugustMay 16, 20162017

 

By:

/s/ Mark S. Nichter

 

 

 

 

Mark S. Nichter, Vice President, Secretary

 

 

 

 

and Chief Financial Officer

 

 

2421