UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 28, 1995
Commission file number 1-5452
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 15-0405700
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
ONEIDA, NEW YORK 13421
(Address of principal executive offices) (Zip code)
315-361-3636
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock as of December 8, 1995. 11,000,160
<PAGE>
ONEIDA LTD
FOR THE THREE MONTHS ENDED OCTOBER 28, 1995
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
No other information required to be filed
for this quarter.
ITEM 6 (b)
There were no reports filed under 8-K for this quarter.
SIGNATURES
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<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
(Thousands except per OCT 28, OCT 29, OCT 28, OCT 29,
share amounts) 1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES..................... $139,964 $134,212 $386,669 $360,795
COST OF SALES................. 100,904 98,649 279,068 265,310
--------- --------- --------- ---------
GROSS MARGIN.................. 39,060 35,563 107,601 95,485
OPERATING REVENUES............ 117 115 412 397
--------- --------- --------- ---------
39,177 35,678 108,013 95,882
--------- --------- --------- ---------
OPERATING EXPENSES:
Selling and distribution.... 19,189 18,422 55,870 54,070
General and administrative.. 8,436 7,844 24,336 22,066
--------- --------- --------- ---------
Total..................... 27,625 26,266 80,206 76,136
--------- --------- --------- ---------
INCOME FROM OPERATIONS........ 11,552 9,412 27,807 19,746
OTHER EXPENSE................. 444 98 923 800
INTEREST EXPENSE.............. 2,170 1,910 6,685 5,366
--------- --------- --------- ---------
INCOME BEFORE TAXES........... 8,938 7,404 20,199 13,580
PROVISION FOR INCOME TAXES.... 3,593 3,036 8,019 5,568
--------- --------- --------- ---------
NET INCOME.................... $5,345 $4,368 $12,180 $8,012
========= ========= ========= =========
PER SHARE OF COMMON STOCK:
Net Income.................. $0.48 $0.40 $1.10 $0.74
Cash Dividends Declared..... 0.12 0.12 0.36 0.36
SHARES USED IN PER SHARE DATA 11,089 10,871 10,993 10,744
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
OCTOBER 28, 1995 AND JANUARY 28, 1995
(Thousands)
OCT 28, JAN 28,
ASSETS 1995 1995
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash..................................... $3,204 $2,207
Accounts receivable...................... 72,208 63,875
Less allowance for doubtful accounts..... (2,189) (1,665)
Other accounts and notes receivable...... 2,550 2,663
Inventories:
Finished goods.......................... 106,578 99,218
Goods in process........................ 23,999 22,668
Raw materials and supplies.............. 24,100 13,924
Other current assets..................... 11,600 9,234
--------- ---------
Total current assets.................. 242,050 212,124
--------- ---------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Land and buildings.......... .......... 57,688 57,566
Machinery and equipment.................. 197,837 184,632
--------- ---------
Total................................. 255,525 242,198
Less accumulated depreciation............ 141,819 129,906
--------- ---------
Property, plant & equipment-net....... 113,706 112,292
--------- ---------
OTHER ASSETS:
Deferred income taxes.................... 7,292 7,055
Other.................................... 4,615 4,559
--------- ---------
TOTAL................................ $367,663 $336,030
========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
OCTOBER 28, 1995 AND JANUARY 28, 1995
(Thousands)
OCT 28, JAN 28,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1995
--------- ---------
<S> <C> <C>
CURRENT LIABILITIES:
Short-term debt.......................... $40,057 $27,555
Accounts payable......................... 32,029 27,625
Accrued liabilities...................... 40,321 33,004
Current installments of long-term debt... 4,734 5,022
--------- ---------
Total current liabilities............. 117,141 93,206
--------- ---------
LONG-TERM DEBT............................ 76,477 77,278
--------- ---------
OTHER LIABILITIES:
Accrued postretirement liability......... 61,595 60,509
Accrued pension liability................ 4,618 4,618
Other liabilities........................ 5,107 5,223
--------- ---------
Total................................. 71,320 70,350
--------- ---------
STOCKHOLDERS' EQUITY:
6% cumulative preferred stock; $25 par
value; authorized 95,660 shares, issued
89,160 and 89,202 shares, respectively,
callable at $30 per share............... 2,229 2,230
Common stock $1 par value; authorized
24,000,000 shares, issued 11,652,073
and 11,579,964 shares, respectively..... 11,652 11,580
Additional paid-in capital............... 80,509 79,740
Retained earnings........................ 24,386 16,255
Equity adjustment from translation....... (6,415) (6,035)
Less cost of common stock held in
treasury; 661,524 and 678,298 shares,
respectively........................... (8,361) (8,574)
Less unallocated ESOP shares of common
stock of 82,842......................... (1,275)
--------- ---------
Stockholders' Equity.................. 102,725 95,196
--------- ---------
TOTAL................................ $367,663 $336,030
========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
(In Thousands)
FOR THE
NINE MONTHS ENDED
OCT 28, OCT 29,
CASH FLOW FROM OPERATING ACTIVITIES: 1995 1994
--------- ---------
<S> <C> <C>
Net income ................................. $12,180 $8,012
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.............................. 12,098 11,091
ESOP shares allocated to participants 728 1,376
Deferred taxes and other non-cash
charges and credits...................... 628 1,465
Increase in operating assets:
Receivables.............................. (7,700) (15,558)
Inventories.............................. (18,876) (16,458)
Other current assets..................... (2,366) (610)
Other assets............................. (420)
Increase in accounts payable.............. 4,403 7,408
Increase in accrued liabilities........... 7,313 4,854
--------- ---------
Net cash provided by operating
activities............................. 8,408 1,160
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures.. (14,122) (14,230)
Retirement of property, plant and equipment. 604 469
Other, net.................................. 48 176
--------- ---------
Net cash used in investing activities... (13,470) (13,585)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock..... 981 1,519
Issuance of restricted stock plan shares... 71 126
Purchase/retirement of preferred stock..... (1) (3)
Purchase of ESOP shares.................... (2,004)
Net proceeds under short-term debt and
banker's acceptances...................... 12,502 7,154
Proceeds from issuance of long-term debt... 5,000 7,000
Payment of long-term debt.................. (6,090) (838)
Dividends paid............................. (4,048) (4,025)
--------- ---------
Net cash provided by financing
activities.............................. 6,411 10,933
--------- ---------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH..... (352) 22
--------- ---------
NET INCREASE (DECREASE) IN CASH.............. 997 (1,470)
CASH AT BEGINNING OF YEAR.................... 2,207 3,227
--------- ---------
CASH AT END OF PERIOD........................ $3,204 $1,757
========= =========
Supplemental Cash Flow Disclosures:
Interest paid .............................. $6,194 $4,788
Income taxes paid........................... 4,728 4,826
<FN>
See notes to consolidated financial statements.
</TABLE>
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ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands)
1. The statements for the three and nine months ended
October 28, 1995 and October 29, 1994 are unaudited; in the
opinion of the Company such unaudited statements include
all adjustments (which comprise only normal recurring
accruals) necessary for a fair presentation of the
results for such periods. The consolidated financial
statements for the year ending January 27, 1996 are
subject to adjustment at the end of the year when they
will be audited by independent auditors. The results of
operations for the nine months ended October 28, 1995 are
not necessarily indicative of the results of operations
to be expected for the year ending January 27, 1996. The
consolidated financial statements and notes thereto
should be read in conjunction with the financial
statements and notes for the years ended in January 1995
and 1994 included in the Company's January 28, 1995
Annual Report to the Securities and Exchange Commission
on Form 10-K.
2. The provision for income taxes is based on pre-tax income
for financial statement purposes with an appropriate
deferred tax provision to give effect to changes in
temporary differences between the financial statements
and tax basis of assets and liabilities. The temporary
differences arise principally from postretirement
benefits, depreciation, and other employee benefits.
3. Earnings per share are based on the weighted average
number of shares of common stock outstanding. The
weighted average number of shares for earnings per share
includes the potentially dilutive effect of shares
issuable under the employee stock purchase and stock
option plans. The shares owned by the Company's employee
stock ownership plan are treated as outstanding for
purposes of the earnings per share calculation only to
the extent they have been allocated.
4. Included in the long-term debt caption on the balance
sheet are various senior notes. The note agreements
relating thereto contain provisions which restrict
borrowings, business investments, acquisition of the
Company's stock and payment of cash dividends. At October
28, 1995 the maximum amount available for payment of
dividends was $8,042.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended October 28, 1995 compared with
the quarter ended October 29, 1994
(In Thousands)
Operations
Consolidated net sales, for the quarter ended October 28,
1995 increased $5,752, over the same quarter a year ago.
Net Sales 1995 1994 % Change
Tableware Division:
Consumer Products........ $ 64,568 $ 59,927 7.7%
Foodservice.............. 36,059 31,599 14.1%
Total Tableware........ 100,627 91,526 9.9%
Industrial Wire Division... 39,337 42,686 ( 7.8%)
Total...................... $139,964 $134,212 4.3%
The Tableware Division recorded moderate growth in the
department store and consumer mass merchandise markets. The
growth in the foodservice market was comprised of increases
in sales of both metal products and china. Industrial wire
volumes declined significantly from the same period last
year, however, the effect was somewhat offset by higher
copper prices.
Gross margin, as a percentage of net sales, was equal to
27.9% for the third quarter of 1995, compared to 26.5% for
the same quarter in 1994. If adjusted for rising copper
prices, gross margin for the quarter would increase to
approximately 29.0%. This increase reflects improved
operating efficiencies in all of the Company's manufacturing
facilities and a more favorable product mix.
Operating Expenses 1995 1994 % Change
Tableware Division......... $24,914 $23,045 8.1%
Industrial Wire Division... 2,711 3,221 (15.8%)
Total.................. $27,625 $26,266 5.2%
Total operating expenses increased by $1,359 from the same
quarter last year. Selling and distribution costs increased
by $767 while administrative costs increased by $592. The
increase in selling costs is related to the higher tableware
sales. The increase in administrative costs primarily
reflects higher employee profit sharing accruals, made in
relation to the continuing increased level of operating
profits. Industrial wire distribution costs have decreased
due to lower sales volume.
Interest expense, prior to capitalized interest, was $2,309
for the quarter, an increase of $262 from the third quarter
of 1994. This increase is the result of higher average
interest rates in the current quarter versus the same period
last year.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine-month period ended October 28, 1995 compared with
the nine-month period ended October 29, 1994
(In thousands)
Operations
Consolidated net sales, for the nine-months ended October 28,
1995 increased $25,874, over the same period a year ago.
Net Sales 1995 1994 % Change
Tableware Division:
Consumer Products........ $168,966 $150,305 12.4%
Foodservice.............. 101,309 95,142 6.5%
Total Tableware........ 270,275 245,447 10.1%
Industrial Wire Division... 116,394 115,348 .9%
Total...................... $386,669 $360,795 7.2%
Sales for the period ended 1995 exceeded 1994 levels in both
major markets. Sales of consumer goods to mass
merchandisers and department stores were up 31% and 9%,
respectively, over the same period last year. The volume of
wire sales has declined significantly over 1994 levels. This
has been offset by increased copper prices.
Gross margin, as a percentage of net sales, was equal to
27.8% for the period ended October 28, 1995, as compared to
26.5% for the same period in 1994. If adjusted for rising
copper prices, gross margin for the nine-months would
approximate 29.0%. This improvement reflects greater
efficiencies being achieved at all of the Company's
manufacturing plants and a more favorable product mix.
Operating Expenses 1995 1994 % Change
Tableware Division......... $71,606 $66,478 7.7%
Industrial Wire Division... 8,600 9,658 (11.0%)
Total.................. $80,206 $76,136 5.4%
Total operating expenses increased by $4,070 from the same
period last year. Selling and distribution costs increased
by $1,800 while administrative costs increased by $2,270. The
decrease in operating costs at the Industrial Wire Division
is equally split between selling and administrative costs.
Freight costs have declined as a result of lower volume.
Conversely, the increase in tableware operating costs is
primarily related to the increased level of sales.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine-month period ended October 28, 1995 compared with
the nine-month period ended October 29, 1994
(In thousands)
For the nine months ended October 28, 1995, interest expense
prior to capitalized interest increased to $6,967 from $5,592
for the same period in 1994. The increase is the result
of higher average interest rates compared to the same period
last year. The total average debt outstanding increased
$2,800 or 2.4% from the same period last year.
Liquidity & Financial Resources
During the first nine months of this year, the company
expended approximately $14,100 in conjunction with its long-
term capital expansion and modernization program. The company
expects to invest another $6,000 during the remainder of the
current fiscal year. Included in the planned capital
investments are expenditures of approximately $6,200 related
to a major capital project at the Camden Wire Division which
will occur over four years and cost a total of $24,000.
The Camden Wire project includes the construction of a
new manufacturing facility in El Paso, Texas and the purchase
of more modernized equipment for the Camden, New York plant.
No significant change in overall production capacity is planned.
Management believes there is sufficient liquidity to support
the company's ongoing funding requirements from future
operations as well as the availability of bank lines of
credit. At October 28, 1995, the Company had unused credit
lines equal to $46,500 and working capital of $124,909.
<PAGE>
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
OCTOBER 28, 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.
ONEIDA LTD
(Registrant)
Date: December 11, 1995
____________________________
Edward W. Thoma
Senior Vice President Finance
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Jan-27-1996
<PERIOD-START> Jan-29-1995
<PERIOD-END> Oct-28-1995
<PERIOD-TYPE> 9-MOS
<CASH> 3,204
<SECURITIES> 0
<RECEIVABLES> 72,208
<ALLOWANCES> 2,189
<INVENTORY> 154,677
<CURRENT-ASSETS> 242,050
<PP&E> 255,525
<DEPRECIATION> 141,819
<TOTAL-ASSETS> 367,663
<CURRENT-LIABILITIES> 117,141
<BONDS> 76,477
0
2,229
<COMMON> 11,652
<OTHER-SE> 80,509
<TOTAL-LIABILITY-AND-EQUITY> 367,663
<SALES> 386,669
<TOTAL-REVENUES> 387,081
<CGS> 279,068
<TOTAL-COSTS> 279,068
<OTHER-EXPENSES> 80,206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,685
<INCOME-PRETAX> 20,199
<INCOME-TAX> 8,019
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,180
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
</TABLE>
