Item 3. Legal Proceedings. -----------------
The Company is not a party to any material pending legal proceedings. The Company at times does have routine litigation incidental to its business. In the opinion of the Company's management, such proceedings should not, individually or in the aggregate, have a material adverse effect on the Company's results of operations or financial condition. The Company maintains insurance in such amounts and with such coverage and deductibles as management believes are reasonable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. ---------------------------------------------------------------------
The Company is authorized to issue 25,000,000 shares of Common Stock, $.01 par value of which 7,142,251 shares were outstanding as of April 5, 1999, and 5,000,000 shares of Preferred Stock, $1.00 par value, of which no shares were outstanding as of April 5, 1999.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Subject to preferences applicable to any outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock have no preemptive or subscription rights and there are no redemption or conversion rights with respect to such shares. The outstanding shares of Common Stock are fully paid and non-assessable. As of January 31, 1999, the Company's Chairman beneficially owned approximately 63.0% of the outstanding Common Stock.
The Company has not previously paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends in the future. See "Dividend Policy."
At April 5, 1999, the 7,142,251 shares of Common Stock then outstanding were held by approximately 511 persons (excluding persons holding shares in nominee names). The Transfer Agent and Registrar for the Common Stock is UMB Bank of Kansas City.
The Company's Common Stock is currently traded on The Nasdaq Small Cap Market under the symbol "NHCI." The following table sets forth the quarterly high and low sales price for the Common Stock as reported on The Nasdaq Small Cap Market.
As of October 2, 1998, the listing of the Company's common stock moved from the NASDAQ National Market to the NASDAQ Smallcap Market due to recent criteria changes for continued listing on the National Market. The criteria included a minimum bid price of the Company's stock and a minimum market value of shares held by the public. On June 19, 1998, the Company sent a written request for exception to the Listing qualifications Hearings Panel or NASDAQ, requesting continued listing on the National Market System. NASDAQ denied the request, but determined the Company was eligible for listing on the NASDAQ Smallcap Market.
PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of Preferred Stock in one or more series and to fix the dividend rate, conversion rights, voting rights, rights and terms of redemption, redemption price or prices, liquidation preferences and qualifications, limitations and restrictions thereof with respect to each series. Although the Company has no present intention to issue shares of Preferred Stock, the issuance of shares of Preferred Stock or the issuance of rights to purchase such shares could have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the market price for the shares held by such stockholder.
DIVIDEND POLICY
The Company has not previously paid cash dividends on its Common Stock. The Company intends to retain any earnings for use in its business and therefore does not anticipate paying any cash dividends in the foreseeable future.
Item 6.
Item 6. Selected Financial Data. -----------------------
Incorporated by reference from the section captioned "Selected Consolidated Financial Data," page 2 of the National Home Centers, Inc. 1998 Annual Report (the "1998 Annual Report").
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations. ---------------------
Incorporated by reference from the sections captioned "Management's Discussion and Analysis," pages 3 through 5 of the 1998 Annual Report.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. ----------------------------------------------------------
Incorporated by reference from the section captioned "Management's Discussion and Analysis," page 4 of the 1998 Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data. -------------------------------------------
Incorporated by reference from the sections captioned "Consolidated Balance Sheets, "Consolidated Statements of Operations and Retained Earnings (Accumulated Deficit)," "Consolidated Statements of Cash Flows," "Notes to Consolidated Financial Statements," and "Report of Independent Public Accountants," pages 6 through 18 of the 1998 Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure. --------------------
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------
Incorporated by reference from the sections captioned "Election of Directors," "Executive Officers" and "Section 16 Requirements" contained in the Company's Proxy Statement for Annual Meeting of Stockholders, June 3, 1999 and Adjournments (the "Proxy Statement").
Item 11.
Item 11. Executive Compensation. ----------------------
Incorporated by reference from the section captioned "Executive Compensation" contained in the Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. --------------------------------------------------------------
Incorporated by reference from the section captioned "Principal Stockholders" contained in the Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions. ----------------------------------------------
Incorporated by reference from the sections captioned "Executive Compensation--Compensation Committee Interlocks and Insider Participation" and "Certain Transactions" contained in the Proxy Statement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ----------------------------------------------------------------
(a) Documents filed as a part of this report.
1. Financial Statements. --------------------
The following consolidated financial statements of National Home Centers, Inc. and Subsidiary have been incorporated by reference from the 1998 Annual Report into Item 8 of this Report.
Description -----------
Consolidated Balance Sheets Consolidated Statements of Operations and Retained Earnings (Accumulated Deficit) Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements Report of Independent Public Accountants
2. Financial Statement Schedules. -----------------------------
The information required to be presented in Schedule II Valuation and Qualifying Accounts is presented in Note 9 of the Notes to Consolidated Financial Statements.
3. Exhibits required by Item 601 of Regulation S-K. -----------------------------------------------
Exhibit No. Description ----------- -----------
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any Current Reports on Form 8-K during fiscal 1998.
/1/ Incorporated by reference from National Home Centers, Inc. Form S-1 Registration Statement No. 33-60078, as amended, filed with the Securities and Exchange Commission on March 26, 1993.
/2/ Incorporated by reference from National Home Centers, Inc. Annual Report on Form 10-K for the fiscal year ended January 31, 1994, filed with the Securities and Exchange Commission on April 29, 1994.
/3/ Incorporated by reference from National Home Centers, Inc. Quarterly Report on Form 10-Q for the period ended July 31, 1994, filed with the Securities and Exchange Commission on September 15, 1994.
/4/ Incorporated by reference from National Home Centers, Inc. Quarterly Report on Form 10-Q for the period ended October 31, 1994, filed with the Se curities and Exchange Commission on December 15, 1994.
/5/ Incorporated by reference from National Home Centers, Inc. Annual Report on Form 10-K for the fiscal year ended January 31, 1995, filed with the Securities and Exchange Commission on April 29, 1995.
/6/ Incorporated by reference from National Home Centers, Inc. Quarterly Report on Form 10-Q for the period ended April 30, 1995, filed with the Securities and Exchange Commission on June 12, 1995.
/7/ Incorporated by reference from National Home Centers, Inc. Annual Report on Form 10-K for the period ending January 31, 1996, filed with the Securities and Exchange Commission on April 30, 1996.
/8/ Incorporated by reference from National Home Centers, Inc. Annual Report on Form 10-K for the period ending January 31, 1997, filed with the Securities and Exchange Commission on May 1, 1997.
/9/ Incorporated by reference from National Home Centers, Inc. Quarterly Report on Form 10-Q for the period ending July 31, 1998, filed with the Securities and Exchange Commission on September 15, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NATIONAL HOME CENTERS, INC.
April 30, 1999 By: /s/ DWAIN A. NEWMAN ---------------------------------------- Dwain A. Newman Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
April 30, 1999 By: /s/ DWAIN A. NEWMAN ---------------------------------------- Dwain A. Newman Chairman of the Board and Chief Executive Officer
April 30, 1999 By: /s/ DANNY R. FUNDERBURG ---------------------------------------- Danny R. Funderburg President, Chief Operating Officer and Director
April 30, 1999 By: /s/ ROGER A. HOLMAN ---------------------------------------- Roger A. Holman Vice President, Purchasing Marketing and Director
April 30, 1999 By: /s/ BRENT A. HANBY ---------------------------------------- Brent A. Hanby Executive Vice President, Chief Financial Officer and Director
April 30, 1999 By: /s/ RICHARD D. DENISON ---------------------------------------- Richard D. Denison Director
April 30, 1999 By: /s/ DAVID W. TRUETZEL ---------------------------------------- David W. Truetzel Director
INDEX OF EXHIBITS