-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b9QvjqKaPoVumCHqGHm+Qlv+pGqYEO818Rtkojxt/444qyE9/JaK9qxiylNp0jtG 5+lHb0cP07ILPaGk+V1Dog== 0000950123-95-000511.txt : 19950615 0000950123-95-000511.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950123-95-000511 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950313 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROW GROUP INC CENTRAL INDEX KEY: 0000044171 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 111665588 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04596 FILM NUMBER: 95520279 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE 49TH FL STREET 2: PAN AM BLDG CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125994400 MAIL ADDRESS: STREET 1: PAN AM BLDG 49TH FL STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: GROW CHEMICAL CORP DATE OF NAME CHANGE: 19790520 FORMER COMPANY: FORMER CONFORMED NAME: GROW CORP DATE OF NAME CHANGE: 19671212 10-Q/A 1 AMENDMENT NO. 1 TO FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A NO. 1 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 1994 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 1-4596 GROW GROUP, INC. (Exact name of registrant as specified in its charter) New York 11-1665588 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 200 Park Avenue, New York, New York 10166 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (212) 599-4400 Not Applicable (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 X No --- --- The number of shares of Common Stock, $.10 par value per share, outstanding as of February 1, 1995 was 16,102,713. 2 GROW GROUP, INC. INDEX PART I. FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements Consolidated Condensed Balance Sheet 3 (Unaudited) - December 31, 1994 and June 30, 1994 Consolidated Condensed Statement of 4 Operations (Unaudited) - Six Months and Three Months Ended December 31, 1994 and December 31, 1993 Consolidated Condensed Statement of 5 Cash Flows (Unaudited) - Six Months Ended December 31, 1994 and December 31, 1993 Notes to Consolidated Condensed 6 Financial Statements (Unaudited) 2 3 PART I: FINANCIAL INFORMATION GROW GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
December June 31, 30, 1994 1994 -------- -------- (In thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,955 $ 38,816 Accounts receivable less allowances of $4,263 and $3,667 64,557 69,622 Inventories, at lower of cost or market: Finished and in-process products 64,857 48,490 Materials, containers and supplies 17,160 14,413 -------- -------- 82,017 62,903 Prepaid expenses and other current assets 16,728 16,052 -------- -------- Total current assets 170,257 187,393 PROPERTY, PLANT AND EQUIPMENT, at cost 134,286 99,331 Less allowance for depreciation 51,605 48,524 -------- -------- 82,681 50,807 OTHER ASSETS 24,829 9,721 -------- -------- TOTAL ASSETS $277,767 $247,921 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 33,186 $ 37,532 Accrued expenses 36,542 29,036 Income taxes 4,901 10,180 Dividend payable 1,127 1,128 Current installments on long-term debt 3,215 2,270 -------- -------- Total current liabilities 78,971 80,146 DEFERRED INCOME TAXES AND OTHER LIABILITIES 27,941 28,178 LONG-TERM DEBT 28,861 914 STOCKHOLDERS' EQUITY Common stock, par value $.10 per share: Authorized 50,000,000 shares; issued 16,271,831 shares 1,627 1,627 Less treasury stock at cost (165,993 and 168,493 shares) (1,344) (1,345) Paid-in-capital 123,432 123,428 Equity adjustments (51) (49) Deferred compensation (2,761) (2,907) Retained earnings 21,091 17,929 -------- -------- 141,994 138,683 -------- -------- TOTAL LIABILITIES AND $277,767 $247,921 STOCKHOLDERS' EQUITY ======== ========
3 4 GROW GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) (In thousands except per share data)
Six Months Ended Three Months Ended December 31 December 31 1994 1993 1994 1993 ---------- ---------- ---------- ---------- Revenues $246,239 $197,386 $120,066 $93,458 Costs and expenses: Cost of products sold 157,300 124,699 77,554 59,066 Research and development 2,986 2,313 1,522 1,148 Storage and delivery 8,705 7,837 4,343 3,960 Selling and administrative 66,893 52,202 33,736 25,964 Interest expense 1,164 448 700 222 Corporate interest income (208) (483) (57) (204) Unusual Item 60 60 ---------- ---------- ---------- ---------- Total costs and expenses 236,900 187,016 117,858 90,156 ---------- ---------- ---------- ---------- Income before income taxes 9,339 10,370 2,208 3,302 Income taxes (3,922) (4,355) (927) (1,386) ---------- ---------- ---------- ---------- Net Income $ 5,417 $ 6,015 $ 1,281 $ 1,916 ========== ========== ========== ========== Net income per common and common equivalent share $.34 $.37 $.08 $.12 ========== ========== ========== ========== Average number of shares 16,148,000 16,085,000 16,137,000 16,091,000 ========== ========== ========== ========== Cash dividends per share (common) $.14 $.14 $.07 $.07 ========== ========== ========== ==========
4 5 GROW GROUP, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months Ended December 31 1994 1993 -------- -------- (In thousands) Operating Activities Net income $ 5,417 $ 6,015 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, amortization and provision for doubtful accounts 4,615 4,575 Changes in operating assets and liabilities-net (9,590) (10,839) Other (339) 184 -------- -------- Net cash provided (used) by operating activities 103 (65) Investing Activities Purchase of property, plant and equipment - net of disposals (3,219) (2,480) Acquisition of Sinclair (1994) and Zynolyte (1993) (55,387) (16,300) -------- -------- Net cash used by investing activities (58,606) (18,780) Financing Activities Proceeds from borrowing/payments of debt - net 28,892 (4,912) Proceeds from issuance of common stock 5 623 Cash dividends (2,255) (2,293) -------- -------- Net cash provided (used) by financing activities 26,642 (6,582) -------- -------- (Decrease) in cash and cash equivalents (31,861) (25,427) Cash and cash equivalents at beginning of period 38,816 56,015 -------- -------- Cash and cash equivalents at end of period $ 6,955 $ 30,588 ======== ========
5 6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) a. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended December 31, 1994 are not necessarily indicative of the results that may be expected for the year ending June 30, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 1994. b. Effective August 2, 1993, the Company purchased all of the outstanding capital stock of Zynolyte Products Company ("Zynolyte") for $16,300,000 in cash. Zynolyte is a producer of aerosol and specialty brush-applied paint products. Its annual revenues were approximately $27 million for the year ended January 31, 1993. c. Effective August 1, 1994, the Company acquired substantially all of the assets and assumed certain liabilities of Sinclair Paint Company ("Sinclair"), a division of Insilco Corporation, for approximately $55 million in cash. Sinclair's revenues for calendar year 1993 amounted to approximately $95 million. The transaction resulted in approximately $15 million in cost in excess of net assets acquired which is being amortized over 40 years. In connection with the acquisition, the Company's revolving loan facility, with Chemical Bank as agent, was increased from $40 million to $60 million and $26 million was borrowed thereunder. During the quarter ended December 31, 1994, the revolving loan facility was increased to $75 million and Wells Fargo Bank became a participant. 6 7 The following unaudited pro forma summary presents the consolidated results of operations as if the acquisition of Sinclair had occurred at the beginning of the periods presented and does not purport to be indicative of what would have occurred had the acquisition been made as of those dates or of results which may occur in the future.
For the Six Months For the Three Ended December 31 Months Ended 1993 1994 December 31, 1993 -------- -------- ----------------- Revenues $256,314 $247,448 $116,391 ======== ======== ======== Net income 6,055 5,197 940 ======== ======== ======== Net income per common and common equivalent share 0.37 0.32 0.06 ======== ======== ========
d. On November 16, 1994, the Company announced the execution of a letter of intent to acquire Manhattan Products, Inc., a manufacturer of household products with annual revenues of approximately $22 million. The Company has also executed a letter of intent in connection with a small acquisition in Spain. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the by the undersigned thereunto duly authorized. GROW GROUP, INC. Date: March 10, 1995 By: /s/ Frank V. Esser -------------------------- Frank V. Esser, Treasurer (Chief Financial and Chief Accounting Officer) 7 -----END PRIVACY-ENHANCED MESSAGE-----