WOLF HOWARD B INC
10-Q, 1996-01-12
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                                  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 November 30, 1995

                          Commission file number 1-6775



                              HOWARD B. WOLF, INC.
             (Exact name of registrant as specified in its charter)


               Texas                         75-0847571
     (State of incorporation)      (IRS Employer Identification No.)


          3809 Parry Avenue, Dallas, Texas                       75226-1753
       Address of principal executive offices)                   (Zip Code)


                                 (214) 823-9941
                               (Telephone number)



     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   .

                    Common stock, par value $.033-1/3 per share:
                         1,056,191 shares outstanding as of
                                  January 12, 1996                          

<PAGE>                                                 


                                      INDEX

                                                                       Page
                                                                     Number

     PART I.    FINANCIAL INFORMATION 

       Item 1.  Financial Statements

                Consolidated Statements of
                  Operations and Retained Earnings for the
                  three month and six-month periods ended 
                  November 30, 1995 and November 30, 1994 (Unaudited)     3

                Consolidated Balance Sheets
                  November 30, 1995 (Unaudited) and May 31, 1995          4

                Consolidated Statements of Cash Flows for the
                  six-month period ended November 30, 1995
                  and November 30, 1994 (Unaudited)                       5

                Notes to Consolidated financial Statements          
                  (Unaudited)                                             6
              
       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations       7 & 8

     PART II.   OTHER INFORMATION

       Item 9.  Exhibits and Reports on Form 8-K                          8


                                                                                
<PAGE>
<TABLE>                    
     Part I. FINANCIAL INFORMATION  

     Item 1.    Financial Statement

                              HOWARD B. WOLF, INC.

           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (Unaudited)

                                 
                                               Three Months Ended   
                                                  November 30
         
                                               1995                1994
<S>                                           <C>                <C>  
  Net sales                                   $3,876             $3,670
    
  Cost and expenses:                             
    Cost of sales                              2,365              2,299
    Selling, general and
      administrative expenses                  1,122              1,033
    Provision for bad debt expense                23                 23

                                               3,510              3,355
                                                 366                315
               
    Gain on sale of property, plant
      and Equipment not used in operations       144                  -
    Other income                                  18                 26
    Interest Income                                5                  9
    Interest Expense                             (16)                (5)

    Income before federal income tax             517                345

    Provision for federal income tax            (180)              (122)


    Net income                                   337                223

    Retained earnings - 
      beginning of year                        4,667              4,200
    Cash dividends                               (85)               (74)

    Retained earnings - end of year            4,919              4,349


    Average number of shares outstanding       1,056              1,056

    Net income per share                       $0.32              $0.21

    Cash dividends per share                   $0.08              $0.07

   
                   See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>                                                   
                                                   Six Months Ended
                                                   November 30, 1995   
<S>                                            <C>                 <C>
  Net Sales                                    $7,665              $7,263

    Cost and expenses:
      Cost of sales                             4,903               4,663
    Selling, general and
      administrative expenses                   2,026               1,947
    Provision for bad debt expense                 45                  45

                                                6,974               6,655

                                                  691                 608
                                                
    Gain on sale of Property, Plant
      and equipment not used in operations        144                   -
    Other income                                   28                  49
    Interest income                                 7                  18
    Interest expense                              (28)                (12)

    Income before federal income tax              842                  663

    Provision for federal income tax              295                  234

    Net income                                    547                  429

    Retained earnings -
      beginning of year                         4,540                 4,068
    Cash dividends                               (168)                 (148)

    Retained earnings - end of year             4,919                 4,349

    Average number of shares outstanding        1,056                 1,056

    Net income per share                        $0.52                 $0.41

    Cash dividends per share                    $0.16                 $0.14

                  See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                               HOWARD B. WOLF, INC.

                            CONSOLIDATED BALANCE SHEET


                                          November 30,              May 31,     
                                              1995                   1995
       ASSETS
<S>                                          <C>                    <C>         
  Current assets:                                              
    Cash and cash equivalents                $1,465                 $1,376
    Accounts receivable (net)                 1,836                  1,984
    Inventories                               4,217                  4,025
    Prepaid expenses                            137                    107
    Deferred federal income tax benefit         192                    183
      Total current assets                    7,847                  7,674

  Property, plant and equipment               2,343                  2,114
    Less accumulated                           
      depreciation and amortization          (1,221)                (1,155)
                                              1,122                    959
                                                
   Property, plant and equipment             
      not used in operations   
      less accumulated depreciation               3                    114 
    Other assets                                 49                     49 
                                          
          Total Assets                       $9,020                 $8,796 

       LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities:
    Accounts payable                         $1,248                $1,278  
    Accrued compensation                         90                   156
    Accrued taxes                                93                    56
    Other accrued liabilities                   203                   364
    Federal income tax payable                   92                    26
      Total current liabilities               1,727                 1,879
       
  Deferred federal income tax                    80                    82 

  Shareholders' equity:
    Common stock, par value $.33-1/3;
      3,000,000 shares authorized,
      1,081,191 shares issued                   360                   360
    Additional paid-in capital                2,035                 2,035
    Retained earnings                         4,919                 4,540
    Less common stock in treasury,
      at cost, 25,000 shares                   (100)                 (100)
                                              7,214                 6,835
                                             $9,020                $8,796

  Note:  The consolidated balance sheet at May 31, 1995 has been taken from  the
  audited financial statements.

          See notes to consolidated financial statements.
</TABLE>                                                                      
<PAGE>
<TABLE>                               
                               HOWARD B. WOLF, INC.

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                    
                                                         Six Months Ended
                                                            November 30,
                                                       1995            1994
<S>                                                   <C>            <C>
  Cash flows from operating activities: 
  Net income                                          $  548          $  429 
  Adjustments to reconcile net income to net
    cash (used in) provided by
    operating activities --
    Depreciation and amortization                         71              65
    Provision for losses on accounts receivable           45              45
    Gain on sale of property, plant and equipment
      not used in operations                            (144)              -
    Decrease in deferred federal income
      tax credit                                          (2)             (1)
  Net changes in assets and liabilities     
    (Increase) decrease in accounts receivable           103            (208)
    Increase in inventories                             (192)           (425) 
    Increase in prepaid expenses                         (30)            (42)
    Decrease in accounts payable     
      and accrued liabilities                           (218)            (64) 
    Increase in deferred federal
      income tax benefit                                  (9)            (52) 
    Increase in federal income tax payable                66              44

      Net cash(used in) provided by
        operating activities                             238            (210)

  Cash flow from investing activities:
    Additions to property, plant and equipment          (229)           (116)
    Sale of property, plant and equipment
      not used in operations                             250              -
    Net cash provided by (used in) investing
      activities                                          21            (116)
  Cash flow from financing activities:
    Cash dividends paid                                 (169)            148
      Net cash used in financing activities             (169)            148 

  Net decrease in
    cash and cash equivalents                             90            (473)
  Cash and cash equivalents
    at beginning of period                             1,376           1,790

  Cash and cash equivalents
    at end of period                                  $1,465          $1,317

                                                                                
                  See notes to consolidated financial statements.
</TABLE>
<PAGE>

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  The  consolidated balance  sheet  as of  November  30, 1995  the  consolidated
  statements of  operations and  the consolidated statements  of cash flows  for
  the three-month and six-month  periods ended November  30, 1995 and 1994  have
  been prepared  by the Company  without audit.  In  the opinion  of management,
  all adjustments  (which include only  normal recurring  adjustments) necessary
  to present  fairly the financial position,  results of operations  and changes
  in cash flows at November 30, 1995 and 1994 have been made.

  Certain information  and footnote disclosures  normally included  in financial
  statements  prepared   in  accordance   with  generally   accepted  accounting
  principles  have been  condensed  or  omitted.   It  is suggested  that  these
  consolidated financial statements be  read in  conjunction with the  financial
  statements and notes  thereto included  in the Company's  May 31, 1995  annual
  report to shareholders.   The results of  operations for the six-month  period
  ended  November 30,  1995  are not  necessarily  indicative of  the  operating
  results for the full year ending May 31, 1996.

                                           November 30, 1995       May 31, 1995
  Cash and cash equivalents consist of:
          Cash                                  $  242                $  413
          Money market funds                       308                   134
          Matured funds at factor                  916                   829
                                                $1,466                 $1,376   
                                                                    
  Allowances for collection
    losses and discounts are:
          Collection losses                      $ 108                  $ 88
          Discounts                                 12                    10
                                                 $ 120                  $ 98

  Inventories consist of:
          Raw materials                         $1,422                $1,381
          Work-in-process                        1,105                   985
          Finished goods                         1,690                 1,659
                                                $4,217                $4,025

  Accumulated depreciation on
    property, plant and equipment
    not used in operations is:                  $  134                $  347

  Provision for federal income
    tax detail is:
        Current tax expense                     $  305                $  480
        Deferred tax benefit                       (11)                  (49)
                                                $  294                $  431

  Cash flow information:
          Cash payments for interest            $   28                $   32

          Cash payments for
            federal income taxes                $  340                $  460
<PAGE>
  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations

  LIQUIDITY AND CAPITAL RESOURCES

  Working capital at November  30, 1995 was $6,120,169, an  increase of $325,202
  from  May 31, 1995.   Cash and  cash equivalents increased  $89,869 during the
  six-month  period  ended November  30, 1995.   Cash  was  used to  fund normal
  working  capital requirements,  including acquisition  of property,  plant and
  equipment  additions, payment  of dividends  and payment  of matured  accounts
  payable  and  accrued liabilities.    Accounts  receivable decreased  $147,841
  primarily  due to  the timing  of shipments  during  the quarter.  Inventories
  increased $191,785  primarily to meet  increased sales.  Accounts payable  and
  accrued  liabilities  decreased $28,467  primarily  due to  payment  of normal
  maturities and accrued expenses during the six-month period.

  The current  ratio at November 30, 1995 is 4.5  to 1 (4 to 1 at May 31, 1995).
  Total liabilities to  assets equals twenty percent (twenty-two percent  at May
  31, 1995).

  The Company  factors its  accounts receivable  with a  commercial factor on  a
  matured basis.    (Funds are  remitted  by the  factor  upon maturity  of  the
  invoices,  plus a  set number of  collection days).   The factor establishes a
  credit  line per customer  on a  non-recourse basis.   Credit extended  by the
  company  in excess of the credit line is factored on a recourse basis (946,000
  at November 30, 1995-$614,000 at May 31, 1995).



  Capital acquisition and improvement  expenditures totaled $229,071 during  the
  six-month period ended November 30, 1995.   It is estimated that approximately
  $50,000  additional  capital expenditures  will  be  made over  the  next  two
  quarters,  consisting  primarily of  equipment  and  improvements to  existing
  facilities.   Funding will  come from cash  flows generated through  operating
  activities.  No significant disposition of equipment  occurred during the six-
  month  period ended November  30, 1995,  and none is  planned during  the next
  three-month  period.   In  November 1995  a building,  carried in  the balance
  sheet  as property,  plant and equipment  not used in  operations was sold for
  $250,000  from which a gain of $95,154 after taxes was realized.

  The  Company does  not offer  a retirement plan  nor offer  post retirement or
  employment benefits.  Accordingly, there  will be no impact on the Company due
  to SFAS  106, "Employers' Accounting  for Postretirement  Benefits Other  Than
  Pensions" and SFAS 112, "Employers' Accounting for Post Employment Benefits".

  Based on  current operations  and internally generated  cash flows, management
  believes that adequate resources will be available  to meet current and future
  liquidity requirements.

<PAGE>
  RESULTS OF OPERATIONS

  Net sales  for the  second quarter  and six-month  periods ended November  30,
  1995 increased approximately  five and six-tenths of one  percent and five and
  one-half of one  percent, respectively, in  each period  compared to the  1994
  second  quarter and six-month periods. Net sales  for the second quarter ended
  November 30, 1995 increased approximately two and  three-tenths of one percent
  over the  preceding first  quarter. The  increases resulted  primarily from  a
  slightly stronger product demand and a broadened market base.

  Cost  of  sales, as  a percentage  relationship to  net  sales for  the second
  quarter ended  November 30, 1995,  decreased approximately one and  six-tenths
  of  one  percent  from  the  second  quarter   ended  November  30,  1994  and
  approximately six  percent from the preceding  first quarter ended  August 31,
  1995.  For the six-month  period ended  November 30, 1995,  the cost  of sales
  percentage  relationship to  net sales  decreased approximately  two-tenths of
  one percent  compared to the 1994  six-month period. The  percentage decreases
  resulted primarily from a change in product sales mix.

  Selling,  general and  administrative expenses  for the  three-month  and six-
  month periods  ended November 30,  1995, as  a percentage relationship  to net
  sales,  increased  approximately eight-tenths  of  one  percent and  decreased
  four-tenths  of one percent,  respectively, compared  to the  1994 three-month
  and six-month  periods.   Selling, general and  administrative expenses, as  a
  percentage relationship to  net sales, were approximately five  percent higher
  in  the 1995  second quarter  compared to the  first quarter.   The percentage
  increases resulted primarily from higher selling and  marketing expenses.  The
  provision  for bad debt expense  was $45,000,  in the 1995  and 1994 six-month
  periods.

  Other  income  in  the  1995  three-month  and  six-month   periods  decreased
  approximately thirty  percent and forty-three  percent, respectively,  in both
  periods   over  the   1994  comparable  periods.     Other   income  increased
  approximately forty-five  percent in the 1995  second quarter compared  to the
  first quarter.  The increase and decreases  all resulted primarily from rental
  income from property not used in operations.

  Interest income in  the three-month periods ended November 30,  1995 decreased
  approximately   forty-four  percent   and  sixty-one   percent,  respectively,
  compared  to   the  same   periods  in  1994.     Interest  income   increased
  approximately  one hundred  twenty-two  percent  in  the 1995  second  quarter
  compared  to the first quarter.   The changes are  primarily due to changes in
  average cash balances.

  Interest expense for the three-month and six-month  periods ended November 30,
  1995  increased approximately one hundred  ninety-six percent  and one hundred
  twenty-five percent, respectively, compared to the same periods in  1994.  The
  increases resulted  primarily from  higher factor  interest costs on  recourse
  accounts receivable.   Interest expense in  the 1995 second  quarter increased
  approximately thirty-six  percent  from  the first  quarter.    The  increases
  resulted  primarily from  higher factor  interest costs  on recourse  accounts
  receivable.

  The federal income  tax provision  effective tax  rate of  35 percent  differs
  from  the statutory  rate  (34 percent)  as  a  result of  nondeductible  life
  insurance premiums, nondeductible portion of meals, accelerated  depreciation,
  capitalization of certain expenses in inventories   and the difference between
  the doubtful account reserve and write-off.
<PAGE>
                           Part II.  OTHER INFORMATION

  Item 9.   No  reports on  Form 8-K were  filed during  the three-month  period
  ended November 30, 1995.

                                    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
  undersigned thereunto duly authorized.

                                               HOWARD B. WOLF, INC.


                                               Eugene K. Friesen /s 
                                               Eugene K. Friesen
                                               Senior Vice-President & Treasurer



                                               Howard B. Wolf /s
                                               Howard B. Wolf
                                               Chairman

  January 12, 1996






























<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAY-31-1996
<PERIOD-END>                               NOV-30-1995
<CASH>                                            1465
<SECURITIES>                                         0
<RECEIVABLES>                                     1836
<ALLOWANCES>                                         0
<INVENTORY>                                       4217
<CURRENT-ASSETS>                                  7847
<PP&E>                                            2343
<DEPRECIATION>                                    1221
<TOTAL-ASSETS>                                    9020
<CURRENT-LIABILITIES>                             1727
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           360
<OTHER-SE>                                        7214
<TOTAL-LIABILITY-AND-EQUITY>                      9020
<SALES>                                           7665
<TOTAL-REVENUES>                                  7699
<CGS>                                             4903
<TOTAL-COSTS>                                     6974
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  28
<INCOME-PRETAX>                                    848
<INCOME-TAX>                                       295
<INCOME-CONTINUING>                                548
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       548
<EPS-PRIMARY>                                      .52
<EPS-DILUTED>                                      .52
        

</TABLE>


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