KNAPE & VOGT MANUFACTURING CO
10-Q/A, 1997-05-02
PARTITIONS, SHELVG, LOCKERS, & OFFICE & STORE FIXTURES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended December 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 Number 2-18868

                       KNAPE & VOGT MANUFACTURING COMPANY
             (Exact name of registrant as specified in its charter)

            Michigan                             38-0722920
     (State of Incorporation)         (IRS Employer Identification No.)

                         2700 Oak Industrial Drive, NE
                          Grand Rapids, Michigan 49505
               (Address of principal executive offices) (Zip Code)

                                 (616) 459-3311
                               (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 [ ]

        3,311,146 common shares were outstanding as of January 19, 1996.
    2,569,923 Class B common shares were outstanding as of January 19, 1996.

<PAGE>
              KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

Net Sales

The following  table  indicates the Company's sales (in millions) and percentage
of total sales by product  category  for the six month and three  month  periods
ended December 31, 1995 and 1994:
<TABLE>
                                   Six months ended December 31,               Three months ended December 31,
                              ----------------------------------------     ----------------------------------------
                                      1995                1994                     1995                1994
- -------------------------------------------------------------------------------------------------------------------
<S>                              <C>        <C>       <C>       <C>            <C>        <C>       <C>       <C>
Shelving systems                 $ 39.7     46.4%     $39.4     43.9%          $ 18.3     45.4%    $ 18.5     44.5%
Drawer slides                      23.2     27.1%      25.3     28.2%            11.9     29.5%      12.1     29.1%
Hardware                           13.5     15.8%      14.6     16.3%             7.2     17.9%       7.6     18.3%
Store fixtures                      7.5      8.8%       7.1      7.9%             2.2      5.5%       2.0      4.8%
Furniture components                1.6      1.9%       3.4      3.8%             0.8      1.7%       1.5      3.4%
- -------------------------------------------------------------------------------------------------------------------
Total                            $ 85.5    100.0%     $89.8    100.0%          $ 40.4    100.0%    $ 41.7    100.0%
===================================================================================================================
</TABLE>
Net sales for the second  quarter and six months of fiscal  year 1996  decreased
$1.3  million,  or 3.3%,  and $4.3  million,  or  4.8%,  respectively,  over the
comparable  periods of fiscal year 1995. Sales of shelving systems were flat for
the six months and the quarter as a result of little change in the market or the
Company's  market  share.  Drawer  slide sales  decreased by $.2 million for the
quarter.  Continued  increases in the precision drawer slides did not offset the
decrease  in sales of utility  slides.  This  reflects  continued  strength  and
gaining of market share in the wood office furniture market for precision slides
and a downturn  of the  kitchen/bath  cabinet  market for  utility  slides.  The
decrease  in sales of  utility  slides is not  expected  to  continue.  Hardware
product line sales  decreased  during the quarter by $.4 million from last year,
due to lower sales of hardware  products by Knape & Vogt Canada in the  Canadian
market.  Store  fixture sales are up slightly for the six months and the quarter
due to increased orders from Roll-it's major customer. Furniture component sales
decreased  during the  quarter  by $.7  million  compared  to last year as Modar
concentrated  on producing  wood  products for Hirsh and Knape & Vogt.  Based on
internal forecasts,  the Company anticipates that sales may match the results of
the third and fourth quarters of fiscal year 1995.

Costs and Expenses

Cost of sales was 77.0% of sales for the second  quarter  and 76.3% of sales for
the first six months of fiscal  year 1996  compared  to 75.5% and 74.7% of sales
for the second  quarter and first six months of fiscal year 1995,  respectively.
Discounting of prices to retail and store fixture
<PAGE>
customers and increases in raw material prices accounted for the majority of the
increase in cost as a percentage of sales for the quarter.  The impact of recent
decreases in steel prices  should  reduce costs as a percentage  of sales during
the second half of fiscal year 1996.

Selling and  administrative  expenses for the quarter  decreased  $384,683,  and
decreased as a percentage of sales to 17.2% from 17.5% last year,  mainly due to
decreases in  administrative  expenses such as the Michigan Single Business Tax.
Selling and administrative  expense for the six months decreased  $378,388,  but
increased to 17.3% of sales compared to 16.9% in fiscal year 1995.

Other Expenses

Interest  expense was $594,740 for the quarter ended  December 31, 1995 compared
to $601,835 for the quarter  ended  December  31, 1994.  The decrease was due to
lower borrowing  levels.  Interest expense for the six months ended December 31,
1995 was $1,193,145 compared to $1,181,783 last year.

Income Taxes

The effective  tax rate for the quarter and six months ended  December 31, 1995,
was 37.6% and 38.4%  compared  to 34.4% and 36.2% for the quarter and six months
ended  December 31, 1994. The effective tax rate in the second quarter of fiscal
year 1995 was lower than  normal  due to  reductions  in  Illinois  state  taxes
relating to the Hirsh Company.

Net Income

Net  income of  $1,059,747  for the  second  quarter  was 28.4%  lower  than the
$1,480,613  reported a year ago. For the six months ended  December 31, 1995 net
income was $2,567,458 which is 35.7% lower than the $3,989,971  reported for the
same  period  last year.  Earnings  per share for the quarter and six months was
$.18 and $.44, respectively, compared to $.25 and $.68 for the same periods last
year.  Net income  was 2.6% and 3.0% of sales for the  quarter  and six  months,
respectively. The decrease in net income was mainly due to higher cost of sales,
and discounting of prices to store fixture customers.  Second quarter operations
of the Company's store fixture  manufacturing  division resulted in an operating
loss of $559,000  and a net loss of  $332,000.  On similar  sales volume for the
second quarter of fiscal year 1995,  the division  experienced an operating loss
of $68,000 and a net loss of $23,000.

Liquidity and Capital Resources

The  Company's  net cash  position  decreased  during  the first  six  months to
$333,557 from $604,106 at June 30, 1995. Net cash from operating  activities was
positively affected by decreases in accounts receivable, but partially offset by
an increase in accounts payable.  Accounts receivable balances were lower at the
end of December  than at the end of June  because  sales in December  were lower
than in June.  Payable balances  increased  because purchases related to January
1996  production and sales which were higher than the June purchases  related to
July 1995 production and sales.
<PAGE>
Capital expenditures were $2,952,611 for the six months ended December 31, 1995.
The Company is currently forecasting capital expenditures to be approximately $8
million  for the fiscal  year.  The  Company  had total debt of  $35,000,000  at
December 31, 1995, a decrease of $800,000 from total debt of $35,800,000 at June
30, 1995. It is estimated  that debt levels will remain at  approximately  these
levels in the second  half of the  fiscal  year due to the  increase  in capital
expenditures.

The Company's  balance sheet remained strong with working capital of $45,805,444
and current ratio of 5.9 to 1 at December 31, 1995,  compared to the $45,796,753
of working capital and a 4.4 to 1 current ratio at June 30, 1995.
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.

                       Knape & Vogt Manufacturing Company
                                  (Registrant)



Date: May 1, 1997                            /s/ Richard C. Simkins
                                             Richard C. Simkins
                                             Executive Vice President -
                                             CFO, Secretary and Treasurer
<PAGE>


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