ONEIDA LTD
10-Q, 1996-06-06
JEWELRY, SILVERWARE & PLATED WARE
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                        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 April 27, 1996


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 May 25, 1996.
10,984,233















<PAGE>
                          ONEIDA LTD

          FOR THE THREE MONTHS ENDED APRIL 27, 1996

                          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




















<PAGE>
<TABLE>
                            ONEIDA LTD.
                CONSOLIDATED STATEMENT OF OPERATIONS


                                                       FOR THE
                                                  THREE MONTHS ENDED
(Thousands except per                             APRIL 27,    APRIL 29,
 share amounts)                                     1996         1995
                                                  ---------    ---------
<S>                                               <C>          <C>
NET SALES..............................           $119,315     $121,807
COST OF SALES..........................             88,223       87,843
                                                  ---------    ---------
GROSS MARGIN...........................             31,092       33,964
OPERATING REVENUES.....................                163          176
                                                  ---------    ---------
                                                    31,255       34,140
                                                  ---------    ---------
OPERATING EXPENSES:
  Selling and distribution.............             17,954       18,373
  General and administrative...........              7,005        7,559
                                                  ---------    ---------
    Total..............................             24,959       25,932
                                                  ---------    ---------
INCOME FROM OPERATIONS.................              6,296        8,208
OTHER EXPENSE..........................                 68          474
INTEREST EXPENSE.......................              1,837        2,157
                                                  ---------    ---------
INCOME BEFORE TAXES....................              4,391        5,577
PROVISION FOR INCOME TAXES.............              1,722        2,192
                                                  ---------    ---------
NET INCOME.............................             $2,669       $3,385
                                                  =========    =========
PER SHARE OF COMMON STOCK:
  Net Income...........................              $0.24        $0.30
  Cash Dividends Declared..............               0.13         0.12
SHARES USED IN PER SHARE DATA..........             11,157       11,007
<FN>

See notes to consolidated financial statements.

</TABLE>



















<PAGE>
<TABLE>
                              ONEIDA LTD.
                       CONSOLIDATED BALANCE SHEET
                   APRIL 27, 1996 AND JANUARY 27, 1996


                                                         (Thousands)
                                                     APRIL 27,     JAN 27,
ASSETS                                                 1996         1996
                                                     ---------    ---------
<S>                                                    <C>          <C>
CURRENT ASSETS:
 Cash........................................          $2,905       $2,847
 Accounts receivable.........................          59,752       56,649
 Less allowance for doubtful accounts.......           (1,821)      (1,697)
 Other accounts and notes receivable.........           2,134        2,200
 Inventories:
  Finished goods.............................         108,712      101,864
  Goods in process...........................          22,672       22,796
  Raw materials and supplies.................          23,351       21,103
 Other current assets........................          13,443        9,471
                                                     ---------    ---------
    Total current assets.....................         231,148      215,233
                                                     ---------    ---------
PROPERTY, PLANT AND EQUIPMENT-At cost:
 Land and buildings.......... .........  ......        61,121       58,338
 Machinery and equipment.....................         197,205      193,420
                                                     ---------    ---------
    Total....................................         258,326      251,758
 Less accumulated depreciation...............         140,723      136,559
                                                     ---------    ---------
    Property, plant & equipment-net..........         117,603      115,199
                                                     ---------    ---------
OTHER ASSETS:
 Deferred income taxes.......................           9,728        9,728
 Other.......................................           5,256        4,203
                                                     ---------    ---------
     TOTAL...................................        $363,735     $344,363
                                                     =========    =========
<FN>
See notes to consolidated financial statements.
</TABLE>




















<PAGE>
<TABLE>
                              ONEIDA LTD.
                       CONSOLIDATED BALANCE SHEET
                  APRIL 27, 1996 AND JANUARY 27, 1996


                                                         (Thousands)
                                                     APRIL 27,     JAN 27,
LIABILITIES AND STOCKHOLDERS' EQUITY                   1996         1996
                                                     ---------    ---------
<S>                                                   <C>          <C>
CURRENT LIABILITIES:
 Short-term debt.............................         $35,075      $24,067
 Accounts payable............................          32,376       26,621
 Accrued liabilities.........................          34,323       38,314
 Current installments of long-term debt......           4,673        4,749
                                                     ---------    ---------
    Total current liabilities................         106,447       93,751
                                                     ---------    ---------
LONG-TERM DEBT...............................          78,169       72,129
                                                     ---------    ---------
OTHER LIABILITIES:
 Accrued postretirement liability............          62,344       61,800
 Accrued pension liability...................           5,209        5,209
 Other liabilities...........................           4,800        5,174
                                                     ---------    ---------
    Total....................................          72,353       72,183
                                                     ---------    ---------
STOCKHOLDERS' EQUITY:
 6% cumulative preferred stock; $25 par
  value; authorized 95,660 shares, issued
  88,694 and 88,989 shares, respectively,
  callable at $30 per share..................           2,217        2,225
 Common stock $1 par value; authorized
  24,000,000 shares, issued 11,729,803
  and 11,706,224 shares, respectively........          11,730       11,706
 Additional paid-in capital..................          81,471       81,150
 Retained earnings...........................          30,029       28,936
 Equity adjustment from translation..........          (8,587)      (8,614)
 Less cost of common stock held in
  treasury; 714,889 and 672,617 shares,
  respectively...............................          (9,239)      (8,563)
 Less unallocated ESOP shares of common
  stock of 53,206 and 34,347, respectively...            (855)        (540)
                                                     ---------    ---------
    Stockholders' Equity.....................         106,766      106,300
                                                     ---------    ---------
     TOTAL...................................        $363,735     $344,363
                                                     =========    =========
<FN>
See notes to consolidated financial statements.
</TABLE>










<PAGE>
<TABLE>
                           ONEIDA LTD.
               CONSOLIDATED STATEMENT OF CASH FLOWS
  FOR THE THREE MONTHS ENDED APRIL 27, 1996 AND APRIL 29, 1995
                          (In Thousands)

                                                          FOR THE
                                                    THREE MONTHS ENDED
                                                      APR 27,      APR 29,
CASH FLOW FROM OPERATING ACTIVITIES:                   1996         1995
                                                     ---------    ---------
<S>                                                    <C>          <C>
 Net income .................................          $2,669       $3,385
 Adjustments to reconcile net income to net
  cash used in operating activities:
   Depreciation..............................           4,176        4,033
   Deferred taxes and other non-cash
    charges and credits......................             150        1,382
   Decrease (increase) in operating assets:
    Receivables..............................          (2,913)       4,890
    Inventories..............................          (8,972)     (17,674)
    Other current assets.....................          (3,972)      (1,870)
   Other assets..............................            (903)        (387)
   Increase in accounts payable..............           5,755        9,248
   Decrease in accrued liabilities...........          (3,991)      (5,218)
                                                     ---------    ---------
   Net cash used in operating activities.....          (8,001)      (2,211)
                                                     ---------    ---------
CASH FLOW FROM INVESTING ACTIVITIES:
 Property, plant and equipment expenditures..          (6,913)      (4,870)
 Retirement of property, plant and equipment.             330          637
 Other, net..................................            (138)         (19)
                                                     ---------    ---------
   Net cash used in investing activities.....          (6,721)      (4,252)
                                                     ---------    ---------
CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock.....             357          168
  Net issuance (cancellation) of restricted
   stock plan shares.........................             (16)          72
  Purchase of treasury stock.................            (676)
  Purchase of preferred stock................              (4)
  Purchase of ESOP shares....................            (315)      (1,480)
  Net proceeds under short-term debt.........          11,008        4,586
  Proceeds from issuance of long-term debt...           6,500        5,000
  Payment of long-term debt..................            (536)        (372)
  Dividends paid.............................          (1,578)      (1,344)
                                                     ---------    ---------
   Net cash provided by financing activities.          14,740        6,630
                                                     ---------    ---------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH.....              40          (90)
                                                     ---------    ---------
NET INCREASE IN CASH.........................              58           77
CASH AT BEGINNING OF YEAR....................           2,847        2,207
                                                     ---------    ---------
CASH AT END OF PERIOD........................          $2,905       $2,284
                                                     =========    =========
Supplemental Cash Flow Disclosures:
 Interest paid ..............................          $1,093       $1,542
 Income taxes paid...........................             718        1,990
<FN>
See notes to consolidated financial statements.
</TABLE>

<PAGE>


                         ONEIDA LTD.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Thousands)

1.  The statements for the three months ended April 27, 1996
    and April 29, 1995 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 25, 1997 are subject to adjustment at the end of
    the year when they will be audited by independent
    auditors. The results of operations for the three months
    ended April 27, 1996 are not necessarily indicative of
    the results of operations to be expected for the year
    ending January 25, 1997. The consolidated financial
    statements and notes thereto should be read in
    conjunction with the financial statements and notes for
    the years ended in January 1996 and 1995 included in the
    Company's January 27, 1996 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 April
    27, 1996 the maximum amount available for payment of
    dividends was $7,758.












<PAGE>


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

          Quarter ended April 27, 1996 compared with
               the quarter ended April 29, 1995
                         (Thousands)

Operations

Consolidated net sales, for the quarter ended April 27, 1996
decreased $2,492, over the same quarter a year ago.


Net Sales                       1996       1995     % Change

  Tableware Division:
    Consumer Products........ $ 48,608   $ 47,451       2.4%
    Foodservice..............   34,282     32,815       4.5%
      Total Tableware........   82,890     80,266       3.3%
  Industrial Wire Division...   36,425     41,541     (12.3%)
      Total.................. $119,315   $121,807     ( 2.0%)

Sales in both the Consumer and Foodservice business segments
outpaced prior year levels.  Shipments of industrial wire
products were lower due to decreases in demand from
automotive and electronics customers.

Gross margin, as a percentage of net sales, was equal to
26.1% for the first quarter of 1996, compared to 27.7% for
the same quarter in 1995.  Tableware gross profits declined
2% from the same period last year due principally to changes
in product mix.  At Camden Wire gross margin was lower due to
volume decreases.

Operating Expenses              1996       1995     % Change

  Tableware Division......... $22,296    $22,787     ( 2.2%)
  Industrial Wire Division...   2,663      3,145     (15.3%)
      Total.................. $24,959    $25,932     ( 3.8%)

Operating expenses decreased by $973 from the same quarter
last year.  Selling and distribution costs decreased by $419
while administrative costs decreased by $554.  The decrease
in selling costs is related to the reduced sales level at
Camden Wire as well as cost containments in the tableware
facilities.  The decrease in administrative costs is the
result of lower profit sharing due to lower operating income.













<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS
       OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          Quarter ended April 27, 1996 compared with
               the quarter ended April 29, 1995
                         (Thousands)



Interest expense, prior to capitalized interest, was $1,957
for the quarter, a decrease of $255 from the first quarter of
1995.  This decrease is primarily the result of lower average
borrowing rates.

The total debt outstanding decreased $1,154 to $117,917 from
the same period last year.  Accordingly, the debt to total
capital ratio has decreased from 56% to 52%.



Liquidity & Financial Resources

During the first quarter of this year, the company expended
approximately $6,900 in conjunction with its long-term
capital expansion and modernization program. The company
expects to invest another $15,000 during the remainder of the
current fiscal year.  Approximately $3,300 was spent on the
Camden Wire modernization program.  The new wire plant
constructed in El Paso, Texas is now operational.  The
Company plans to spend another $3,700 this year as it
completes this plant and adds new equipment to the existing
wire mills.

Management believes that sufficient liquidity to support the
company's future funding requirements will be provided by
cash from future operations as well as the availability of
bank lines of credit.  At April 27, 1996, the Company had
unused short-term credit lines equal to $51,500 and working
capital of $124,701.
























<PAGE>
                          ONEIDA LTD

                        UNITED STATES

              SECURITIES AND EXCHANGE COMMISSION

                          FORM 10-Q

                        APRIL 27, 1996

                          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: June 7, 1996





                                ____________________________
                                Edward W. Thoma
                                Senior Vice President Finance





<TABLE> <S> <C>

<ARTICLE>       5
<MULTIPLIER>    1,000
       
<S>                                <C>
<FISCAL-YEAR-END>                  Jan-25-1997
<PERIOD-START>                     Jan-28-1996
<PERIOD-END>                       Apr-27-1996
<PERIOD-TYPE>                            3-MOS
<CASH>                                   2,905
<SECURITIES>                              0
<RECEIVABLES>                           61,886
<ALLOWANCES>                             1,821
<INVENTORY>                            154,735
<CURRENT-ASSETS>                       231,148
<PP&E>                                 258,326
<DEPRECIATION>                         140,723
<TOTAL-ASSETS>                         363,735
<CURRENT-LIABILITIES>                  106,447
<BONDS>                                 78,169
                    0
                              2,217
<COMMON>                                11,730
<OTHER-SE>                              92,819
<TOTAL-LIABILITY-AND-EQUITY>           363,735
<SALES>                                119,315
<TOTAL-REVENUES>                       119,478
<CGS>                                   88,223
<TOTAL-COSTS>                           88,223
<OTHER-EXPENSES>                        25,027
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>                       1,837
<INCOME-PRETAX>                          4,391
<INCOME-TAX>                             1,722
<INCOME-CONTINUING>                      0
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                             2,669
<EPS-PRIMARY>                              .24
<EPS-DILUTED>                              .24
        

</TABLE>


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