SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(MARK ONE) FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JANUARY 31, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from -------------------------- to -------------------
Commission file number 1-6339
UNIFLEX, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 11-2008652
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
383 West John Street, Hicksville, New York 11802
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (516) 932-2000
Securities registered pursuant to Section 12(b) of the Act:
Name Of Each Exchange
Title Of Each Class On Which Registered
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Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of April 8, 1996, the aggregate market value of the Registrant's
outstanding voting Common Stock held by non-affiliates of the Registrant was
$11,557,908.
As of April 8, 1996, there were 2,756,382 shares outstanding of the
Registrant's Common Stock, $.10 par value.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated by reference to a
definitive proxy statement to be filed by the Registrant not later than May 30,
1996 pursuant to Regulation 14A.
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PART II
ITEM 6. SELECTED FINANCIAL DATA.
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For the Years Ended January 31,
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1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C> <C>
SELECTED INCOME
STATEMENT DATA:
Net Sales $31,510,000 $30,133,000 $25,660,000 $22,591,000 $20,574,000
Gross Profit $11,187,000 $11,151,000 $ 9,469,000 $ 8,320,000 $ 6,972,000
Net Income $ 1,459,000 $ 1,166,000 $ 941,000 $ 654,000 $ 95,000
Earnings $ .53 $ .43 $ .35 $ .25 $ .04
Per Share: Note(1)
SELECTED BALANCE
SHEET DATA:
Working Capital $ 6,699,000 $ 5,822,000 $ 5,136,000 $ 3,510,000 $ 1,506,000
Total Assets $16,283,000 $15,318,000 $13,394,000 $12,014,000 $11,213,000
Long-Term Debt(2) $ 2,170,000 $ 3,847,000 $ 3,968,000 $ 3,869,000 $ 2,922,000
Stockholders' Equity $10,245,000 $ 7,285,000 $ 6,186,000 $ 4,961,000 $ 4,254,000
</TABLE>
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(1) Computation of earnings per share is based on the weighted average
number of shares actually outstanding plus the shares that would be
outstanding assuming the exercise of dilutive stock options, all of
which are considered to be common stock equivalents. Common stock
equivalents were calculated by the use of the treasury stock method.
(2) Exclusive of current portion of long-term debt.
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<CAPTION>
QUARTERLY FINANCIAL DATA
Fiscal year ended January 31, 1996 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
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<S> <C> <C> <C> <C>
Net sales $7,960,409 $7,567,787 $8,754,093 $7,227,674
Gross Profit 2,933,740 2,490,956 3,319,257 2,443,058
Net income $ 374,629 $ 221,439 $ 600,778 $ 261,735
Net income per share $ 0.14 $ 0.08 $ 0.22 $ 0.09
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<CAPTION>
QUARTERLY FINANCIAL DATA
Fiscal year ended January 31, 1995 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
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<S> <C> <C> <C> <C>
Net sales $6,922,139 $7,105,050 $8,042,563 $8,063,315
Gross Profit 2,577,173 2,473,893 3,368,337 2,731,734
Net income $ 313,596 $ 137,234 $ 464,572 $ 250,538
Net income per share $ 0.12 $ 0.05 $ 0.17 $ 0.09
</TABLE>
<TABLE>
<CAPTION>
QUARTERLY FINANCIAL DATA
Fiscal year ended January 31, 1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
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<S> <C> <C> <C> <C>
Net sales $6,370,124 $6,190,075 $6,932,166 $6,167,635
Gross Profit 2,353,564 2,368,130 2,610,739 2,137,058
Income before cumulative effect of
change in accounting principle 327,142 244,103 253,064 153,965
Net income $ 290,247 244,103 $ 253,064 $ 153,965
Net income per share before cumulative
effect of change in accounting principle $ 0.12 $ 0.08 $ 0.10 $ 0.06
Net income per share $ 0.11 $ 0.08 $ 0.10 $ 0.06
</TABLE>
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SUMMARY:
The following table, which should be read together with the
Financial Statements and Notes to Financial Statements appearing elsewhere in
this Report, sets forth for the periods indicated (i) percentages which certain
items reflected in the financial data bear to net sales of the Registrant and
(ii) the percentage increase (decrease) of such items as compared to the
indicated prior period:
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Relationship To Total Revenues For the Period to Period Increase
Years Ended January 31, (Decrease) Years Ended
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1996 1995 1994 1995-1996 1994-1995
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<S> <C> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 4.6% 17.4%
Cost of Sales 64.4 63.0 63.1 7.5 17.2
Gross Profit 35.6 37.0 36.9 .3 17.8
Operating Expenses:
Shipping, Selling, General
and Administrative Expenses 26.9 29.5 29.5 (4.9) 17.4
Interest 1.3 1.3 1.5 (100.0) 9.2
Gain on Sale of Equipment -- (.3) -- (100.0) 100.0
Total 28.2 30.5 31.0 (3.7) 15.8
Income Before
Provision For
Income Taxes 7.4 6.5 5.9 19.2 27.9
Provision For
Income Taxes 2.8 2.6 2.1 10.4 43.6
Cumulative Effect on Prior
Years of Adopting SFAS 106 -- -- .1 -- (100.0)
Net Income 4.6% 3.9% 3.7% 25.1% 23.9%
</TABLE>
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<PAGE>
RESULTS OF OPERATIONS:
SALES:
Sales for the years ended January 31, 1996, January 31, 1995
and January 31, 1994, were $31,510,000, $30,133,000 and $25,660,000
respectively. Sales for the year ended January 31, 1996 increased $1,377,000, or
4.6%, compared to the prior year, due primarily to an increase in the prices the
Registrant charged for its products. These results were achieved without the
contribution of sales from the Registrant's Hantico subsidiary which was sold in
January 1995 and which contributed approximately $1,500,000 to sales during the
fiscal year ended January 31, 1995. Sales for the year ended January 31, 1995,
increased $4,473,000, or 17.4%, compared to the prior year, as a result of
increased sales in all divisions, primarily the Medical Packaging and Haran
Divisions. The Registrant's Medical Packaging Division experienced strong demand
for Speci-GardTM bags which were introduced during the fiscal year ended Janury
31, 1995. The Speci-GardTM bag is designed to protect healthcare workers from
possible exposure to infectious diseases, including HIV.
The Registrant's continued efforts to market the Medical Packaging
Division's products to the healthcare industry resulted in the Medical Packing
Division accounting for 23% of the Registrant's total sales, or $7,261,000, for
the fiscal year ended January 31, 1996. The Medical Packaging Division accounted
for 20% of the Registrant's total sales, or $6,087,000, for the fiscal year
ended January 31, 1995. During the year ended January 31, 1995, the Registrant
also began shipping its Ultravault(TM) tamper evident security bag, which
provides the user with visual evidence of tampering with the bag's contents.
COST AND EXPENSES:
JANUARY 31, 1996
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<PAGE>
Cost of sales, as a percentage of sales, increased to 64.4%
for the year ended January 31, 1996, compared to 60.7% for the prior year. This
increase was due primarily to continued increases in the cost of raw materials,
some of which could not immediately be reflected in increased product prices.
Raw material prices during the year ended January 31, 1996 stabilized by the
Registrant's fiscal third quarter ended October 31, 1995. The Registrant's
Central Purchasing Department, however, continued to enable the Registrant to
efficiently manage the flow of raw materials and long-range purchasing
commitments enabled the Registrant to anticipate certain increases.
Shipping, selling, general and administrative expenses for the
year ended January 31, 1996, decreased approximately $435,000, or 4.9%, compared
to the prior year. This decrease was due primarily to decreases in insurance,
freight out and environmental expenses. For the year ended January 31, 1996,
other expenses increased from $316,000 to $413,000, or 31%, due to a gain on
sale of equipment and inventory of $94,000 reported for the fiscal year ended
January 31, 1995.
Interest expense for the year ended January 31, 1996 increased
$3,000, or less than 1%, compared to the year ended January 31, 1995. This
increase was attributable to a nominal increase in borrowings at the start of
the Registrant's 1996 fiscal year due to the start up of Southwest.
JANUARY 31, 1995
Cost of sales, as a percentage of sales, decreased to 63.0%
for the year ended January 31, 1995, compared to 63.1% for the prior year, a
nominal decrease. Raw material prices during the year ended January 31, 1995
increased approximately 50%
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<PAGE>
compared to the prior fiscal year. The Registrant's Central Purchasing
Department, however, enabled the Registrant to efficiently manage the flow of
raw materials and long-range purchasing commitments enabled the Registrant to
anticipate certain increases. In addition, prompt payment by the Registrant, for
raw materials, at a discount, aided in moderating the effect of these increases.
Shipping, selling, general and administrative expenses for the
year ended January 31, 1995, increased approximately $1,317,000, or 17.4%,
compared to the prior year. This increase was due to increases in commissions
and selling expenses directly related to the increase in sales. For the year
ended January 31, 1995, other expenses decreased from $375,000 to $316,000, or
16%, as a direct result of the gain from the sale of the Registrant's Hantico
Division.
Interest expense for the year ended January 31, 1995 increased
$35,000, or 9.2%, compared to the year ended January 31, 1994. This increase was
attributable to increases in the interest rate charged by the Registrant's
lender and a nominal increase in borrowings.
INCOME BEFORE PROVISION FOR INCOME TAXES:
Income before provision for income taxes for the year ended
January 31, 1996, increased approximately $374,000, or 19.2%, to approximately
$2,317,000 compared to approximately $1,943,000 for year ended January 31, 1995.
This increase was primarily attributable to increased sales, continued
improvements in manufacturing operations and a reduction in shipping, selling,
general and administrative expenses. Income before provision for income taxes
for the year ended January 31, 1996 would have been $150,000 greater without the
start up costs associated with Southwest.
Income before provision for income taxes for the year ended
January 31, 1995, increased approximately $424,000, or 28%, to approximately
$1,943,000 compared to
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<PAGE>
approximately $1,519,000 for the year ended January 31, 1994. This increase was
primarily attributable to the 17.4% increase in sales without a corresponding
increase in operating expenses.
PROVISION FOR INCOME TAXES:
Provision for income taxes for the year ended January 31,
1996, was $858,000 compared to $777,000 for the prior year primarily due to the
increase of $374,000 in income before provision for income taxes.
Provision for income taxes for the year ended January 31,
1995, was $777,000 compared to $541,000 for the prior year. Utilizing standard
federal and state tax rates, $183,000 of the increase was directly attributable
to the increase of $424,000 in income before provision for income taxes. In
addition, during the year ended January 31, 1994, the Registrant recognized an
$84,000 credit to the provision for income taxes as a result of a decrease in
the valuation allowance against its deferred tax assets.
LIQUIDITY AND CAPITAL COMMITMENTS:
Working capital for the fiscal year ended January 31, 1996,
increased to $6,699,000 from $5,822,000 for the year ended January 31, 1995.
This increase of $877,000, or 15.1%, was directly attributable to operating
activities during fiscal 1996. This increase resulted in a working capital ratio
of 3.9 to 1 as January 31, 1996.
On April 24, 1995, the Registrant entered into a new revolving credit
facility establishing a three-year $3,500,000 facility. Proceeds of the credit
facility were used for the repayment of indebtedness, permitted acquisitions and
working capital. The credit agreement contains financial covenants relating to,
among other things, capital expenditures, minimum debt service coverage, minimum
working capital, minimum tangible net worth, the ratio of current assets to
current liabilities and the ratio of total liabilities to tangible net worth.
Borrowings under the credit facility will bear interest, at the Registrant's
option, either at the bank's prime rate or at a rate
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<PAGE>
1-1/2% per annum in excess of LIBOR (London Interbank Offered Rate). During the
course of the fiscal year ended January 31, 1996, the Registrant periodically
reduced its debt and on February 13, 1996 repaid its indebtedness under the
credit facility. The Registrant has unused lines of credit under its revolving
credit facility of $3,500,000. The Registrant believes that it has sufficient
working capital and unused lines of credit to meet its expected liquidity and
capital resource requirements for the foreseeable future and to fund potential
acquisitions. The Registrant currently has budgeted $500,000 for capital
improvements in fiscal 1996.
In December 1990, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions" ("SFAS 106"). SFAS
106 requires that a company recognize costs currently that will be incurred in
the future relating to medical and other benefits to be provided after
retirement. SFAS 106 was implemented for the Registrant's fiscal year ending
January 31, 1994, and in the opinion of management, the adoption of SFAS 106 was
not material to the financial condition of the Registrant.
In February 1992, FASB issued Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
Companies are required to adopt SFAS 109 for years beginning after December 15,
1992. SFAS 109 requires that deferred income taxes be recorded using the
liability method and restricts the conditions under which a deferred asset may
be recorded. The Registrant is given the choice of reflecting the adoption of
SFAS 109 in the year of change or restating any number of prior years. The
Registrant adopted SFAS 109 as of February 1, 1993, and, in the opinion of
management, its adoption had no material effect on the financial condition of
the Registrant.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized on the 31st day of
October, 1996.
UNIFLEX, INC.
(Registrant)
By:/S/ Herbert Barry
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Herbert Barry, Chairman
of the Board
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 date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Director October 31, 1996
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Warner J. Heuman
/S/ HERBERT BARRY Chairman of the Board and October 31, 1996
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Herbert Barry Director
* Director October 31, 1996
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Erich Vetter
/S/ ROBERT K. SEMEL President, Secretary and Director October 31, 1996
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Robert K. Semel
* First Vice President-Engineering October 31, 1996
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Kurt Vetter and Director
* Director October 31, 1996
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Manfred M. Heuman
/S. ROBERT GUGLIOTTA Vice President-Finance, Treasurer October 31, 1996
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Robert Gugliotta and Controller
* Senior Vice President and Director October 31, 1996
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Martin Brownstein
* Director October 31, 1996
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Martin Gelerman
/S/ STEVEN WOLOSKY Director October 31, 1996
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Steven Wolosky
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<PAGE>
*By:/S/ HERBERT BARRY
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Herbert Barry
Attorney-in-Fact
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