UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 10-Q
/X/ QUARTERLY REPORT Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended December 31, 1995
Commission File No. 1-6485
________________________________________________________________
or
/ / TRANSITION REPORT Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
________________________________________________________________
ACTION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Pennsylvania
(State or other jurisdiction of incorporation or organization)
________________________________________________________________
25-0918682
(I.R.S. Employer Identification No.)
________________________________________________________________
460 Nixon Road, Cheswick, Pennsylvania 15024-1098
(Address of principal executive offices) (Zip Code)
________________________________________________________________
Registrant's telephone number, including area code: (412) 782-4800
_________________________________________________________________
The number of shares of the Registrant's common stock outstanding
at February 9, 1996 was 5,539,458.
_________________________________________________________________
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
----- -----
INDEX
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited) and
Independent Accountants' Review Report
Consolidated Balance Sheets -
December 31, 1995, December 24, 1994,
and June 24, 1995 3
Consolidated Statements of Operations -
Six Months and Three Months Ended
December 31, 1995 and December 24, 1994 4
Consolidated Statements of Shareholders'
Equity - Six Months Ended December 31,
1995 and December 24, 1994 5
Consolidated Statements of Cash Flows -
Six Months Ended December 31, 1995 and
and December 24, 1994 6
Notes to Consolidated Financial Statements 7
Review by Independent Accountants 9
Independent Accountants' Review Report 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
Part II. Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
PART I. FINANCIAL INFORMATION
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(In thousands)
<CAPTION>
December December June
31, 1995 24, 1994 24, 1995
-------- -------- --------
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $145 $902 $567
Trade accounts receivable, less allowances
of $305, $877, and $478 8,403 19,239 9,908
Inventories 13,186 17,256 18,133
Other current assets 1,000 1,498 1,111
------- ------- -------
Total Current Assets 22,734 38,895 29,719
Property, Plant and Equipment 7,621 7,940 7,964
Other Assets 1,668 2,431 1,863
------- ------- -------
$32,023 $49,266 $39,546
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $6,304 $12,760 $10,162
Accounts payable 4,526 7,254 4,406
Restructuring and discontinued operations 763 230 926
Other accrued liabilities 1,079 1,909 1,382
------- ------- -------
Total Current Liabilities 12,672 22,153 16,876
Long-Term Liabilities
Financing obligation - sale/leaseback 7,264 8,068 7,739
Long-term debt 115 115 115
Deferred compensation 1,518 2,249 1,688
------- ------- -------
Total Long-Term Liabilities 8,897 10,432 9,542
Shareholders' Equity
Common stock, $0.10 par value;
authorized 20,000,000 shares;
issued 7,187,428 shares 719 719 719
Capital in excess of par 25,498 25,498 25,498
Retained earnings (deficit) (4,189) 2,038 (1,515)
------- ------- -------
22,028 28,255 24,702
Less treasury shares, at cost 11,574 11,574 11,574
------- ------- -------
Total Shareholders' Equity 10,454 16,681 13,128
------- ------- -------
$32,023 $49,266 $39,546
======= ======= =======
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands except per share data)
<CAPTION>
Six Months Ended Three Months Ended
-------------------- --------------------
December December December December
31, 1995 24, 1994 31, 1995 24, 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $19,079 $27,529 $9,899 $16,494
COSTS AND EXPENSES
Cost of products sold 15,389 20,313 8,225 12,467
Operating expenses 5,398 6,510 2,679 3,578
Interest expense 1,199 836 545 456
------- ------- ------- -------
21,986 27,659 11,449 16,501
OTHER INCOME, NET 233 2 79 (2)
------- ------- ------- -------
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (2,674) (128) (1,471) (9)
PROVISION FOR INCOME TAXES - - - -
------- ------- ------- -------
LOSS FROM CONTINUING OPERATIONS (2,674) (128) (1,471) (9)
EARNINGS (LOSS) FROM
DISCONTINUED OPERATIONS
Operating earnings (loss) - (34) - 199
Provision for loss on disposal - - - -
------- ------- ------- -------
Total Earnings (Loss) from
Discontinued Operations 0 (34) 0 199
------- ------- ------- -------
NET EARNINGS (LOSS) ($2,674) ($162) ($1,471) $190
======= ======= ======= =======
EARNINGS (LOSS) PER SHARE
Continuing operations ($0.48) ($0.02) ($0.27) $0.00
Discontinued operations 0.00 (0.01) 0.00 0.03
------- ------- ------- -------
NET EARNINGS (LOSS) PER SHARE ($0.48) ($0.03) ($0.27) $0.03
======= ======= ======= =======
Weighted average shares outstanding 5,539 5,539 5,539 5,547
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
UNAUDITED
(In thousands except share amounts)
<CAPTION>
Six Months Ended December 31, 1995 and December 24, 1994
--------------------------------------------------------------------------------
Capital
Common Stock In Excess Retained Treasury Stock
Shares Amount of Par Earnings Shares Amount Total
------ ------ --------- -------- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE - JUNE 25, 1994 7,187,428 $719 $25,498 $2,200 1,647,970 ($11,574) $16,843
Net Loss - - - (162) - - (162)
--------------------------------------------------------------------------------
BALANCE - DECEMBER 24, 1994 7,187,428 $719 $25,498 $2,038 1,647,970 ($11,574) $16,681
================================================================================
BALANCE - JUNE 24, 1995 7,187,428 $719 $25,498 ($1,515) 1,647,970 ($11,574) $13,128
Net Loss - - - (2,674) - - (2,674)
--------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 1995 7,187,428 $719 $25,498 ($4,189) 1,647,970 ($11,574) $10,454
================================================================================
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
<CAPTION>
Six Months Ended
--------------------------
December December
31, 1995 24, 1994
-------- --------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss ($2,674) ($128)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 466 575
Changes in operating assets and liabilities:
Trade accounts receivable 1,505 (10,377)
Inventories 4,947 328
Other current assets 111 (311)
Accounts payable and accrued expenses (346) 2,811
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,009 (7,102)
======= =======
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (88) (255)
------- -------
NET CASH USED IN INVESTMENT ACTIVITIES (88) (255)
======= =======
FINANCING ACTIVITIES:
Notes and acceptances payable (3,858) 7,321
Principal payments on long-term obligations (475) (304)
Other, net (10) 442
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (4,343) 7,459
======= =======
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (422) 102
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 567 800
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $145 $902
======= =======
See notes to consolidated financial statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
A. The consolidated financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations
of the Securities and Exchange Commission. With the exception
of the consolidated balance sheet which was derived from the
audited financial statements as of June 24, 1995, such
statements have not been audited. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not
misleading. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Company's latest Annual
Report on Form 10-K. Effective July 1995 the Company changed
its fiscal calendar from a 52-53 week year ending on the last
Saturday of each fiscal month to the last day of the calendar
month. The fiscal year end remains at the end of the month of
June. The Company's fiscal year 1996 will end June 30, 1996.
B. The accompanying financial statements reflect all adjustments
(consisting of normal recurring accruals and estimates) which
are, in the opinion of management, necessary for a fair
presentation.
C. The results of operations for the second fiscal quarter and six
month period ended December 31, 1995 are not necessarily
indicative of the results to be expected for the full year.
D. Inventories consist primarily of merchandise held for resale.
Inventories are valued at the lower of first-in, first-out
(FIFO) cost or market.
E. The Company has a Credit Agreement which provides for available
credit of up to $10 million through June 30, 1997.
Availability under the credit line is further limited by the
level of eligible accounts receivable and inventories. At
December 31, 1995 outstanding borrowings under the Credit
Agreement were $6.3 million and outstanding letters of credit
were $89,000. The unused borrowing capacity was $745,000 as of
December 31, 1995. Interest is payable at 3.5% over the prime
rate of interest. The Company did not meet the required levels
of net worth and working capital under the restrictive
covenants of the Credit Agreement as of December 31, 1995. The
Company's lender has waived these covenants as of December 31,
1995. It is unlikely that the Company will meet these
covenants as of March 31, 1996, the next measurement date, and
subsequently, and there can be no assurance that the Company's
lender will agree to waive the covenants should the Company be
unable to meet them. The lender's remedies under such a default
include the right to demand repayment of the outstanding loan.
F. No income tax benefits were provided on the losses in the six
month periods ended December 31, 1995 and December 24, 1994
because realization of such benefits is not reasonably assured.
Net operating loss carryforwards available to offset future
taxable income and thereby reduce income taxes payable in
fiscal 1996 and beyond are approximately $22 million for income
tax reporting purposes.
G. In September 1995 the Company sold the principal assets and the
business of Kensington Lamp Company (KLC), its lamp assembly
operation, to its managers. Terms of the sale included
retention of accounts receivable by the Company, assumption of
inventory-related accounts payable by the buyer, and an
interest bearing note secured by a second mortgage on
inventories and receivables, payable over a forty-two month
period beginning November 1, 1995. The note receivable from the
sale is included in other current assets and other long-term
assets in the accompanying balance sheet. The consolidated
financial statements for the prior year have been restated to
reflect KLC as a discontinued operation.
REVIEW BY INDEPENDENT ACCOUNTANTS
Ernst & Young LLP, independent auditors, have performed a limited
review of the consolidated financial statements for the quarters
ended December 31, 1995 and December 24, 1994, as indicated in
their report on the limited review included on page 10. Since they
did not perform an audit, they express no opinion on the financial
statements referred to above. Management has given effect to any
significant adjustments and disclosures proposed in the course of
the limited review.
INDEPENDENT ACCOUNTANTS' REPORT
To the Shareholders and Board of Directors
Action Industries, Inc.
We have reviewed the accompanying condensed consolidated balance
sheets of Action Industries, Inc. and Subsidiaries as of December
31, 1995 and December 24, 1994, and the related condensed
consolidated statements of operations for the fourteen and twenty-seven
week period ended December 31, 1995 and for the thirteen and
twenty-six week period ended December 24, 1994, and the condensed
consolidated shareholders' equity, and cash flows for the twenty-seven
week period ended December 31, 1995 and the twenty-six week
period ended December 24, 1994. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as
a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
consolidated financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Action
Industries, Inc. for the year ended June 24, 1995, and the related
consolidated statements of operations, shareholders' equity and
cash flows for the year then ended (not presented herein) and in
our report dated September 14, 1995, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of June 24, 1995, is fairly stated,
in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
ERNST & YOUNG LLP
February 8, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NOTE: References to a fiscal year in this Form 10-Q are to the
Company's fiscal year ended on the last Saturday of June prior to
1996, and for fiscal year 1996, ending June 30, 1996.
FINANCIAL CONDITION
The Company has experienced declining sales in its traditional
promotional business in recent years. The decline continued in the
first half of fiscal 1996 principally due to decreased sales to two
of the Company's largest customers last year (a $5.2 million
decrease from $6.6 million in sales last year to $1.4 million in
sales in the current year), as well as continued decreased business
with the Company's largest customer of fiscal year 1994 (a decrease
of $600,000). In addition, approximately $1.8 million in sales to
customers in Mexico and Canada last year were not repeated in the
current year as a result of the instability of the Mexican peso and
the continued low exchange rate of the Canadian dollar. Also,
Replenishment sales decreased $700,000 related to new store setup
business last year which was not repeated in the current year.
Further, the Company closed its retail store in September 1995,
which accounted for $400,000 in decreased sales. The Company
experienced lost sales opportunities in both fiscal 1996 and 1995
as a result of its efforts to reduce low margin and guaranteed sale
business from the level of such business experienced in 1993 and
1994.
The historical decline in sales is the result of many factors,
including a changing retail marketplace, the increasing complexity
of the promotional business itself, and strategic decisions to exit
or downsize unprofitable product lines.
The Company is implementing marketing plans based on providing its
customers with promotional events which combine the right PRODUCT
with the right DISPLAY vehicle, centered upon the right PROMOTION,
and utilizing the right SERVICES. The objective is to produce a
synergy with the ongoing, in-line business of the customer to both
enhance and add to that business. This combination of promotional
elements is called the "SOLUTION MATRIX (trademark)". All new
promotional offerings must meet the requirements of the SOLUTION
MATRIX (trademark) before they can be offered to customers.
The Company is adding $4 and $5 items to its Dollar Days
merchandise mix to improve return for the customer and the Company,
and is also assessing the feasibility of adding new licensed,
well-known brand names of merchandise and upscale theme-based events to
attract customers who have migrated away from Dollar Days.
Additionally the Company is implementing in-store service for
Replenishment and selected Dollar Days programs to improve turnover
and appearance, and is developing a premerchandising approach for
all promotions to improve delivery and production planning.
The major sources of cash during the six months ended December 31,
1995 were significantly reduced inventory levels (27%) and
collections on receivables. Operating losses and repayment of
current and long-term obligations were the primary uses of cash.
Working capital of $10.1 million at December 31, 1995 decreased
from $12.8 million at June 24, 1995, and $16.7 million at December
24, 1994, largely related to the lower level of sales in the
current year and operating losses. The current ratio at December
31, 1995 was 1.79, comparable to 1.76 at both June 24, 1995 and
December 24, 1994. The long-term debt to equity ratio (including
the sale/leaseback financing obligation) of 0.71 at December 31,
1995 increased from 0.60 at June 24, 1995 and 0.49 at December 24,
1994 as a result of operating losses.
Cash and cash equivalents were $145,000 at December 31, 1995 as
compared to $567,000 at June 24, 1995 and $902,000 at December 24,
1994. Cash balances fluctuate daily to meet operating
requirements.
Accounts receivable of $8.4 million at December 31, 1995 decreased
from $9.9 million at June 24, 1995 and $19.2 million at December
24, 1994 as a result of decreased sales in the current year and
improved collections.
Inventories of $13.2 million decreased significantly compared to
$18.1 million at June 24, 1995, and $17.3 million at December 24,
1994. Lower than anticipated sales in the current year and earlier
arrival of merchandise have resulted in inventory levels higher
than originally planned at December 31, 1995. Inventory levels are
expected to remain lower than the prior year, as the Company
continues to pursue its inventory reduction plan.
Aggregate borrowings (long-term debt and notes payable) decreased
from $20.9 million at December 24, 1994 and $18.0 million at June
24, 1995 to $13.7 million at December 31, 1995. This decrease was
primarily the result of the repayment of borrowings with cash
generated from the reduction of inventories and receivables, net of
cash used to fund operating losses incurred. Letters of credit
outstanding were $89,000 at December 31, 1995, significantly below
the $2.3 million outstanding at December 24, 1994 and $909,000 at
June 24, 1995 reflecting reductions in the Company's level of
overseas purchases of inventory.
The Company's Credit Agreement provides for available credit of up
to $10 million through June 30, 1997. Availability under the line
is further limited by the level of eligible accounts receivable and
inventories. At December 31, 1995 outstanding borrowings under the
Credit Agreement were $6.3 million and outstanding letters of
credit were $89,000. The unused borrowing capacity was $745,000 as
of December 31, 1995.
Assuming that the Company's lender will provide waivers for future
default(s) under the financial covenants, the Company believes that
considering the estimated amount of credit available under the
Credit Agreement and the Company's current and anticipated levels
of sales and expenses, the credit available under its existing
borrowing arrangements, together with funds expected to be
generated from operations (including anticipated further reductions
of inventory and receivables) will be sufficient to meet its
operating needs for the remainder of its current fiscal year (which
ends June 30, 1996). For the longer term (fiscal 1997 and beyond),
the Company must improve profitability through increased sales and
improved gross margins, as well as further reductions in operating
and interest expenses, to provide sufficient liquidity to meet its
operating needs while reducing reliance on its credit arrangements.
Unless these improvements are accomplished in fiscal 1997, there
can be no assurance that the Company's capital resources will be
sufficient to meet its operating needs, in which case material
adverse consequences may result.
The Company's capital expenditures in the six month period ended
December 31, 1995 were $88,000, all under a project initiated in
1994 to replace all of its core information systems computer
hardware and software. Future expenditures of $200,000 to $300,000
will be made in the remainder of fiscal 1996 and $300,000
to $700,000 in future years in connection with this project.
Inflation
The Company periodically discontinues or replaces in its
promotional programs items for which costs increase. In addition,
the Company strives to continually add new items to replace others
in its product offerings for the benefit of its customers. These
practices serve as offsets to the effects of inflation. The
Company believes its FIFO cost method of valuing inventories
provides for appropriate matching of current costs with current
revenues, and that the Company's buying practices and improving
inventory turnover reduce the appreciation in inventory values due
to inflation and other price increases.
Inflationary increases in the Company's costs of acquiring
merchandise may adversely affect the Company's operating margins,
since there is no assurance that the Company will be able to pass
such increases along to its customers.
RESULTS OF OPERATIONS
SECOND QUARTER FISCAL 1996 COMPARED WITH SECOND QUARTER FISCAL 1995
Net Sales. Aggregate net sales for the fiscal 1996 second quarter
were $9,899,000, a decrease of $6,595,000 (40.0%) compared to
$16,494,000 in the prior year second quarter.
Sales to two of the Company's major customers of $4.6 million were
not repeated in the current year. In addition, approximately $1.5
million in sales to customers in Mexico and Canada last year were
not repeated in the current year as a result of the instability of
the Mexican peso and the continued low exchange rate of the
Canadian dollar.
The Company's sales volume has declined materially in each of the
last several years. It is the Company's belief that economic
conditions and other changes in the retail marketplace, along with
increased ability on the part of the Company's customers to create
their own promotional programs and a shifting customer base, have
contributed to the decline in sales volume. While the Company is
implementing marketing plans designed to refocus its business and
take advantage of this changing retail marketplace, there can be no
assurance that further sales declines will not occur for these or
other reasons. In addition, the decisions to further reduce the
Gift program business and to reduce the level of guaranteed sale
business will likely have a continuing adverse impact on the
Company's core promotional sales volume.
Following is a comparison of net sales by type of program:
<TABLE>
<CAPTION>
NET SALES
Second Quarter Ended
--------------------------
December December Increase
31, 1995 24, 1994 (Decrease)
-------- -------- ----------
<S> <C> <C> <C>
Dollar Days $6,761,000 $12,534,000 $(5,773,000)
Replenishment 1,803,000 2,116,000 (313,000)
---------- ----------- ------------
Core Promotional Business 8,564,000 14,650,000 (6,086,000)
Gift 1,306,000 1,147,000 159,000
Other 29,000 697,000 (668,000)
---------- ----------- ------------
$9,899,000 $16,494,000 $(6,595,000)
========== =========== ============
</TABLE>
Cost of Products Sold and Gross Profit Margins. Gross profit
margins (as a percentage of sales) decreased from 24.4% in fiscal
1995 to 16.9% in the current year, principally due to increased
cost of merchandise sold in core business programs, related
primarily to the mix of programs sold, and higher than anticipated
returns on prior period guaranteed sales.
Operating Expenses. Operating expenses decreased from $3,578,000
(21.7% of sales) in the fiscal 1995 second quarter to $2,679,000
(27.0% of sales) in fiscal 1996. The decrease in costs was
primarily the result of the Company's continuing cost reduction
efforts and the lower level of sales in 1996.
Interest Expense. The increase of $89,000 was due to higher
effective interest rates and other borrowing costs in the current
year offset in part by reduced average borrowing levels.
Other Income (Expense), Net. Other income of $79,000 in the second
quarter of fiscal 1996 represented miscellaneous items. The prior
year other expenses amount of $2,000 was also comprised of
miscellaneous items.
Loss From Continuing Operations Before Income Taxes. The loss
increased from $9,000 in the second quarter of fiscal 1995 to
$1,471,000 in the second quarter of fiscal 1996. The increase of
$1,462,000 reflects the combined effect of all the above.
Provision for Income Taxes. No income tax benefits were provided
on the losses in the second quarter of fiscal 1996 and 1995 because
realization of such benefits is not reasonably assured. Net
operating loss carryforwards available to offset future taxable
income and thereby reduce future income taxes payable in fiscal
1996 and beyond are approximately $22 million for income tax
reporting purposes.
Loss From Continuing Operations. The increase of $1,462,000
reflects the combined effect of all of the above.
Earnings From Discontinued Operation. In fiscal 1995 the Company
adopted a plan to sell its lamp business, and completed the sale in
September of 1995. Operating earnings of $199,000 for the second
quarter of fiscal 1995 were reclassified.
Net Loss. The increased loss of $1,661,000 reflects the combined
effect of all the above.
SIX MONTH PERIOD OF FISCAL 1996 COMPARED WITH SIX MONTH PERIOD OF
FISCAL 1995
Net Sales. Aggregate net sales for the fiscal 1996 six month
year-to-date period were $19,079,000, a decrease of $8,450,000
(30.7%) compared to $27,529,000 in the prior year-to-date period.
Sales to two of the Company's major customers of $5.2 million were
not repeated in the current year. In addition, approximately $1.8
million in sales to customers in Mexico and Canada last year were
not repeated in the current year as a result of the instability of
the Mexican peso and the continued low exchange rate of the
Canadian dollar. Also, sales to the Company's largest customer from
1994 declined materially in fiscal 1995 and accounted for $600,000
in decreased sales in the first six months of fiscal 1996. Further,
Replenishment sales decreased $700,000 as a result of new store
setup business last year which did not repeat in the current year.
The Company closed its retail store in September 1995, resulting in
decreased sales of $400,000 for the six month period.
Following is a comparison of net sales by type of program:
<TABLE>
<CAPTION>
NET SALES
Six Month Period Ended
--------------------------
December December Increase
31, 1995 24, 1994 (Decrease)
-------- -------- ----------
<S> <C> <C> <C>
Dollar Days $12,830,000 $19,733,000 $(6,903,000)
Replenishment 3,861,000 4,609,000 (748,000)
----------- ----------- ------------
Core Promotional Business 16,691,000 24,342,000 (7,651,000)
Gift 2,216,000 2,084,000 132,000
Other 172,000 1,103,000 (931,000)
----------- ----------- ------------
$19,079,000 $27,529,000 $(8,450,000)
=========== =========== ============
</TABLE>
Cost of Products Sold and Gross Profit Margins. Gross profit
margins (as a percentage of sales) decreased from 26.2% in fiscal
1995 to 19.3% in the current year, principally due to increased
cost of merchandise sold in core business programs, related
primarily to the mix of programs sold and increased plastic
manufacturing costs related to lower levels of production, and
higher than anticipated returns on prior period guaranteed sales.
Operating Expenses. Operating expenses decreased from $6,510,000
(23.6% of sales) in the first six months of fiscal 1995 to
$5,398,000 (28.3% of sales) in the same period of fiscal 1996. The
decrease in costs was primarily the result of the Company's
continuing cost reduction efforts and the lower level of sales in
1996.
Interest Expense. The increase of $363,000 was due to higher
average borrowing levels in the current year and increased
effective interest rates and other borrowing costs.
Other Income (Expense), Net. Other income of $233,000 in the six
month period of fiscal 1996 represented miscellaneous items. The
prior year other income amount of $2,000 was also comprised of
miscellaneous items.
Loss From Continuing Operations Before Income Taxes. The loss
increased from $128,000 in fiscal 1995 to $2,674,000 in fiscal
1996. The increase of $2,546,000 reflects the combined effect of
all the above.
Provision for Income Taxes. No income tax benefits were provided
on the losses in the first and second quarters of fiscal 1996 and
1995 because realization of such benefits is not reasonably
assured. Net operating loss carryforwards available to offset
future taxable income and thereby reduce future income taxes
payable in fiscal 1996 and beyond are approximately $22 million for
income tax reporting purposes.
Loss From Continuing Operations. The increase of $2,546,000
reflects the combined effect of all of the above.
Loss From Discontinued Operation. In fiscal 1995 the Company
adopted a plan to sell its lamp business, and completed the sale in
September of 1995. Operating losses of $34,000 for the six month
period of fiscal 1995 were reclassified.
Net Loss. The increased loss of $2,512,000 reflects the combined
effect of all the above.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of shareholders was held on December
8, 1995 to elect two directors for a term of three years. Both
directors were reelected pursuant to the following vote:
<TABLE>
<CAPTION>
For Withheld
--------- --------
<S> <C> <C>
Joel M. Berez 3,863,906 486,332
William B. Snow 3,866,532 486,832
</TABLE>
In addition, amendments to the Action Industries, Inc. Stock Option
Plan (Action Plan) and the Nonemployee Director Stock Option Plan
(Director Plan) were passed pursuant to the following vote:
<TABLE>
<CAPTION>
For Against Abstain Non-vote
--------- ------- ------- ---------
<S> <C> <C> <C> <C>
Action Plan 2,199,443 547,677 50,950 1,553,731
Director Plan 2,215,917 560,622 28,279 1,546,983
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
Page
(a) Exhibits:
23 Acknowledgment of Independent Auditors, filed herein. 20
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K during the
quarter ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ACTION INDUSTRIES, INC.
(Registrant)
Date: February 13, 1996 T. RONALD CASPER
------------------------------
T. Ronald Casper
Acting President and
Chief Executive Officer
Date: February 13, 1996 KENNETH L. CAMPBELL
------------------------------
Kenneth L. Campbell
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
EXHIBIT 23
----------
Acknowledgement of Ernst & Young
We are aware of the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-48361 and 33-48362) of Action
Industries, Inc. for the registration of 450,000 and 55,300 shares
of its common stock in connection with its Stock Option Plan and
Nonemployee Director Stock Option Plan, respectively, of our report
dated February 8, 1996 relating to the unaudited condensed
consolidated interim financial statements of Action Industries,
Inc. which are included in its Form 10-Q for the quarter ended
December 31, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports
are not a part of the registration statement prepared or certified
by accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.
ERNST & YOUNG LLP
February 8, 1996
Pittsburgh, Pennsylvania
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUN-25-1995
<PERIOD-END> DEC-31-1995
<CASH> 145
<SECURITIES> 0
<RECEIVABLES> 8,403
<ALLOWANCES> 0
<INVENTORY> 13,186
<CURRENT-ASSETS> 22,734
<PP&E> 24,482
<DEPRECIATION> 16,861
<TOTAL-ASSETS> 32,023
<CURRENT-LIABILITIES> 12,672
<BONDS> 7,379
0
0
<COMMON> 719
<OTHER-SE> 9,735
<TOTAL-LIABILITY-AND-EQUITY> 32,023
<SALES> 19,079
<TOTAL-REVENUES> 19,079
<CGS> 15,389
<TOTAL-COSTS> 20,787
<OTHER-EXPENSES> (233)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,199
<INCOME-PRETAX> (2,674)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,674)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,674)
<EPS-PRIMARY> (0.48)
<EPS-DILUTED> (0.48)
</TABLE>
