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Previous: GENERAL ELECTRIC CAPITAL CORP, 424B3, 1995-04-27 |
Next: GEORGIA PACIFIC CORP, 11-K, 1995-04-27 |
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1995
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 No. 1-7117
General Housewares Corp.
(Exact name of Registrant as specified in its Charter)
Delaware 41-0919772
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1536 Beech Street 47804
Terre Haute, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (812) 232-1000
-----------------
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X or No
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.
Class of Common Stock Outstanding at April 24, 1995
$.33 1/3 Par Value 3,988,486
<PAGE>
GENERAL HOUSEWARES CORP
Index
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Statements of Income and Retained
Earnings
Three months ended
March 31, 1995 and 1994
Consolidated Condensed Balance Sheets
March 31, 1995 and December 31, 1994
Consolidatd Condensed Statements of Cash Flows
Three months ended March 31, 1995 and 1994
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
<PAGE>
PART I FINANCIAL INFORMATION
GENERAL HOUSEWARES CORP. & SUBSIDIARIES
(Dollars in thousands except per share amounts)
Consolidated Condensed Statement of
Income and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
For the three months
ended March 31,
1995 1994
<S> <C> <C>
Net sales $26,990 $18,447
Cost of goods sold 17,297 11,611
------- -------
Gross profit 9,693 6,836
Selling, general and administrative
expenses 8,677 6,410
------- -------
Operating income 1,016 426
Interest expense, net 656 269
Income from operations before income taxes 360 157
Income taxes 148 64
------- -------
Net income for the period 212 93
Retained earnings, begining of period 30,029 28,368
Less: Dividends ($.08 per common share in 299 263
1995 and 1994) ------- -------
Retained earnings, end of period $29,942 $28,198
======= =======
Earnings per common share:
Net income $ 0.06 $ 0.03
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
PART I FINANCIAL INFORMATION
GENERAL HOUSEWARES CORP. & SUBSIDIARIES
(Dollars in thousands)
Consolidated Condensed Balance Sheet
<TABLE>
<CAPTION>
As of
March December 31,
<S> <C> <C>
1995 1994
ASSETS (Unaudited)
Current assets:
Cash $ 189 $ 2,993
Accounts receivable, less allowances of
$3,306 ($5,312 in 1994) 16,202 16,854
Inventories 24,736 20,841
Deferred tax asset 2,078 2,184
Other current assets 798 905
------- -------
Total current assets 44,003 43,777
Property, plant & equipment, net 13,110 13,001
Other assets 7,187 7,455
Patents and other intangible assets 4,188 4,294
Cost in excess of net assets acquired 29,501 29,831
------- -------
$97,989 $98,358
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 1,124 $ 1,122
Deferred payment obligation - 2,382
Accounts payable 4,147 3,544
Salaries, wages and related benefits 2,647 2,525
Accrued liabilities 3,944 2,729
Income taxes payable 228 1,141
------- -------
Total current liabilities 12,090 13,443
Long-term debt 31,689 30,809
Deferred liabilities 3,791 3,851
4
<PAGE>
Stockholders' equity:
Preferred stock - $1.00 par value:
Authorized - 1,000,000 shares
Common stock - $.33-1/3 par value:
Authorized - 10,000,000 shares
Outstanding - 1995 - 3,988,486
and 1994 - 3,966,705 shares. 1,331 1,324
Capital in excess of par value 22,937 22,708
Treasury stock at cost - 1995
and 1994 - 243,760 shares (3,216) (3,216)
Retained earnings 29,942 30,029
Cumulative translation adjustment (200) (215)
Minimum pension liability (375) (375)
------- -------
Total stockholders' equity 50,419 50,255
$97,989 $98,358
======= =======
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
GENERAL HOUSEWARES CORP. & SUSIDIARIES
(Dollars in thousands)
Consolidated Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the three months
ended March 31,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 212 $ 93
Adjustments to reconcile net inocme to
Net cash provided by operating activities -
Depreciation and amortization 1,190 986
Foreign exchange loss 7 -
Compensation related to stock awards 15 15
Decrease in deferred taxes 46 15
Decrease (increase) in operating assets:
Accounts receivable 652 1,083
Inventory (3,895) (3,142)
Other assets 343 225
Increase (decrease) in
operating liabilities:
Accounts payable 603 332
Salaries, wages & related benefits 122 151
Accrued liabilities 881 573
Income taxes payable (913) (586)
------- -------
Net cash used for operating activities (737) (255)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment, net (823) (615)
------- -------
Net cash used for investing activities (823) (615)
------- -------
CASH FLOWS FROM FINANACING ACTIVITIES:
Payment of deferred obligation (2,382) -
Collection of notes receivable - 25
Long-term debt borrowing 1,210 400
Proceeds from stock options and employee purchases 221 40
Dividends paid (299) (263)
------- -------
Net cash(used for) provided by financing activities (1,250) 202
------- -------
Net decrease in cash and cash equivalents (2,810) (668)
Cash and cash equivalents at beginning of period 2,993 785
Effect of exchange rate on cash 6 -
------- -------
Cash and cash equivalents at end of period $189 $117
</TABLE>
See notes to consolidated condensed financial statements.
6
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1 - General
The accompanying interim Consolidated Condensed Financial Statements have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. 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. However, in the opinion of management,
the financial statements included herein reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
information for the periods presented. The Consolidated Condensed Financial
Statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 1994 Annual Report on
Form 10-K.
Note 2 - Inventories
<TABLE>
<CAPTION>
(Dollars in thousands)
March 31, December 31,
1995 1994
<S> <C> <C>
Inventories consisted of:
Raw materials $ 4,326 $ 4,293
Work in process 3,323 2,292
Finished goods 19,132 16,064
------- -------
$26,781 $22,649
LIFO Reserve (2,045) (1,808)
------- ------
Total $24,736 $20,841
======= =======
</TABLE>
Note 3 - Properties
<TABLE>
<CAPTION>
(Dollars in thousands)
March 31, December 31,
1995 1994
<S> <C> <C>
Land $ 674 $ 674
Buildings 4,245 4,245
Equipment 28,976 28,129
------- -------
Total 33,895 33,048
Less Depreciation 20,785 20,047
------- -------
Total, net $13,110 $13,001
======= =======
</TABLE>
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(in thousands, except earnings per share)
Referring to the Company's financial condition as of March 31, 1995 as
contrasted with December 31, 1994, inventories have increased while accounts
receivable and current liabilities have decreased. The increase in inventories
is attributable to the programmed leveling of production over the entire year.
The decrease in accounts receivable is due to the Company's seasonality which
naturally reduces accounts receivable at the end of the first quarter. Current
liabilities are down due to the payment of an amount contractually due former
owners of a business acquired in 1994. This decrease was partially offset by
increased payables related to purchases of materials to support increased
inventory production.
Net sales for the period ended March 31, 1995 were $26,990, an increase of 46%
over net sales of $18,447 for the same period last year. The increase is due in
large part to acquisitions made in the second half of 1994 as well as
distribution growth in certain of the Company's product lines. First quarter
gross profit rose from $6,836 in the first quarter of 1994 to $9,693 due to
increased sales volume partially offset by increased sales in product lines
carrying lower margins. Selling, general and administrative expenses were 35%
higher in the first quarter of 1995 as compared to the same period in 1994,
reflecting costs associated with increased sales as well as increased goodwill
amortization related to the 1994 acquisitions and the recognition of $160 of
expenses related to the planned relocation of the Company's Idaho Woodworks
operations. These costs were partially offset by a reduction in advertising
expense due to a reserve adjustment. Interest expense for the period was $656 as
compared to $269 for the same period last year. A combination of increased debt,
related to the 1994 acquisitions, and higher interest rates caused this
increase. Net income for the first quarter of 1995 was $212 as compared to $93
for the same period last year and related earnings per share rose from $.03 in
the prior year to $.06 in the current period. Earnings per share for the quarter
were calculated on 3,772 weighted average shares as compared to 3,340 for the
same period last year, reflecting additional shares related to the 1994
acquisition activity.
8
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Computation and Statement of Earnings per share.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the 3 month period
ended March 31, 1995.
9
<PAGE>
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.
GENERAL HOUSEWARES CORP.
Dated: April 24, 1995 By /s/Robert L. Gray
------------------
Robert L. Gray
Vice President Finance
and Treasurer
By /s/Stephen M. Evans
--------------------
Stephen M. Evans
Corporate Controller
Chief Accounting Officer
10
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
11. Statement of Computation of Earnings per share included herein as Exhibit
11.
27. Financial Data Schedule.
Exhibit 11
GENERAL HOUSEWARES CORP.
Computation of Primary Earnings Per Share
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
For the three months
ended March 31,
1995 1994
<S> <C> <C>
Net income $ 212 $ 93
Shares:
Weighted average number of shares of
common stock outstanding 3,735,362 3,291,068
Shares assumed issued (less shares
assumed purchased for treasury) on
stock option agreements 36,599 49,348
Rounding 39 (416)
3,772,000 3,340,000
Earnings per Common Share:
Net Income $0.06 $0.03
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> 0
</LEGEND>
<CIK> 0000040643
<NAME> d$ew6qdu
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Mar-31-1995
<EXCHANGE-RATE> 1
<CASH> 189
<SECURITIES> 0
<RECEIVABLES> 19,508
<ALLOWANCES> 3,306
<INVENTORY> 24,736
<CURRENT-ASSETS> 44,003
<PP&E> 33,895
<DEPRECIATION> 20,785
<TOTAL-ASSETS> 97,989
<CURRENT-LIABILITIES> 12,090
<BONDS> 0
<COMMON> 1,331
0
0
<OTHER-SE> 49,088
<TOTAL-LIABILITY-AND-EQUITY> 97,989
<SALES> 26,990
<TOTAL-REVENUES> 26,990
<CGS> 17,297
<TOTAL-COSTS> 17,297
<OTHER-EXPENSES> 8,677
<LOSS-PROVISION> 50
<INTEREST-EXPENSE> 656
<INCOME-PRETAX> 360
<INCOME-TAX> 148
<INCOME-CONTINUING> 212
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
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