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 July 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 August 22, 1996.
11,109,625
<PAGE>
ONEIDA LTD
FOR THE THREE MONTHS ENDED JULY 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
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<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
(Thousands except per JULY 27, JULY 29, JULY 27, JULY 29,
share amounts) 1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES....................$118,279 $124,898 $237,594 $246,705
COST OF SALES................ 85,795 90,551 174,018 178,674
--------- --------- --------- ---------
GROSS MARGIN................. 32,484 34,347 63,576 68,031
OPERATING REVENUES........... 101 120 264 295
--------- --------- --------- ---------
32,585 34,467 63,840 68,326
--------- --------- --------- ---------
OPERATING EXPENSES:
Selling and distribution... 17,769 18,197 35,723 36,407
General and administrative. 7,816 8,223 14,821 15,664
--------- --------- --------- ---------
Total.................... 25,585 26,420 50,544 52,071
--------- --------- --------- ---------
INCOME FROM OPERATIONS....... 7,000 8,047 13,296 16,255
OTHER EXPENSE................ 361 5 430 479
INTEREST EXPENSE............. 2,105 2,358 3,942 4,515
--------- --------- --------- ---------
INCOME BEFORE TAXES.......... 4,534 5,684 8,924 11,261
PROVISION FOR INCOME TAXES... 1,778 2,234 3,500 4,426
--------- --------- --------- ---------
NET INCOME................... $2,756 $3,450 $5,424 $6,835
========= ========= ========= =========
PER SHARE OF COMMON STOCK:
Net Income................. $0.24 $0.31 $0.48 $0.62
Cash Dividends Declared.... 0.13 0.12 0.26 0.24
SHARES USED IN PER SHARE DATA 11,152 10,957 11,112 10,953
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
JULY 27, 1996 AND JANUARY 27, 1996
(Thousands)
JULY 27, JAN 27,
ASSETS 1996 1996
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash........................................ $3,601 $2,847
Accounts receivable......................... 56,020 56,649
Less allowance for doubtful accounts........ (1,870) (1,697)
Other accounts and notes receivable......... 2,294 2,200
Inventories:
Finished goods............................. 106,214 101,864
Goods in process........................... 21,858 22,796
Raw materials and supplies................. 24,695 21,103
Other current assets........................ 17,551 9,471
--------- ---------
Total current assets..................... 230,363 215,233
--------- ---------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Land and buildings.......................... 61,664 58,338
Machinery and equipment..................... 203,402 193,420
--------- ---------
Total.................................... 265,066 251,758
Less accumulated depreciation............... 144,748 136,559
--------- ---------
Property, plant & equipment-net.......... 120,318 115,199
--------- ---------
Other Assets................................. 14,066 13,931
--------- ---------
TOTAL...................................$364,747 $344,363
========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
JULY 27, 1996 AND JANUARY 27, 1996
(Thousands)
JULY 27, JAN 27,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1996
--------- ---------
<S> <C> <C>
CURRENT LIABILITIES:
Short-term debt............................. $38,586 $24,067
Accounts payable............................ 28,540 26,621
Accrued liabilities......................... 32,049 38,314
Current installments of long-term debt...... 4,675 4,749
--------- ---------
Total current liabilities................ 103,850 93,751
--------- ---------
LONG-TERM DEBT............................... 78,137 72,129
--------- ---------
OTHER LIABILITIES:
Accrued postretirement liability............ 62,856 61,800
Other liabilities........................... 9,853 10,383
--------- ---------
Total.................................... 72,709 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 11,844,149
and 11,706,224 shares, respectively........ 11,844 11,706
Additional paid-in capital.................. 82,755 81,150
Retained earnings........................... 31,300 28,936
Equity adjustment from translation.......... (8,432) (8,614)
Less cost of common stock held in
treasury; 715,429 and 672,617 shares,
respectively.............................. (9,396) (8,563)
Less unallocated ESOP shares of common
stock of 13,675 and 34,347, respectively... (237) (540)
--------- ---------
Stockholders' Equity..................... 110,051 106,300
--------- ---------
TOTAL...................................$364,747 $344,363
========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 27, 1996 and JULY 29, 1995
(In Thousands)
FOR THE
SIX MONTHS ENDED
JULY 27, JULY 29,
CASH FLOW FROM OPERATING ACTIVITIES: 1996 1995
--------- ---------
<S> <C> <C>
Net income ................................. $5,424 $6,835
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation.............................. 8,190 7,962
Prepaid ESOP shares allocated to participants 540 0
Deferred taxes and other non-cash
charges and credits...................... 505 (214)
Decrease (increase) in operating assets:
Receivables.............................. 711 5,421
Inventories.............................. (6,979) (16,685)
Other current assets..................... (8,053) (2,603)
Other assets............................. 16 (574)
Increase in accounts payable.............. 1,926 1,297
Decrease in accrued liabilities........... (6,242) (1,509)
--------- ---------
Net cash provided by (used in) operating
activities............................. (3,962) (70)
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures.. (13,672) (9,081)
Retirement of property, plant and equipment. 412 565
Other, net.................................. (129) 27
--------- ---------
Net cash used in investing activities... (13,389) (8,489)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock..... 1,755 682
Issuance of restricted stock plan shares... (15) 71
Purchase/retirement of preferred stock..... (4)
Purchase of treasury stock................... (834)
Purchase of ESOP shares.................... (237) (963)
Net proceeds under short-term debt and
banker's acceptances...................... 14,520 13,097
Proceeds from issuance of long-term debt... 6,888 5,000
Payment of long-term debt.................. (953) (5,918)
Dividends paid............................. (3,061) (2,695)
--------- ---------
Net cash provided by financing
activities.............................. 18,059 9,274
--------- ---------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH..... 46 (57)
--------- ---------
NET INCREASE IN CASH.............. 754 658
CASH AT BEGINNING OF YEAR.................... 2,847 2,207
--------- ---------
CASH AT END OF PERIOD........................ $3,601 $2,865
========= =========
Supplemental Cash Flow Disclosures:
Interest paid .............................. $3,470 $4,316
Income taxes paid........................... 2,973 4,728
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands)
1. The statements for the six months ended July 27, 1996 and
July 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 six months
ended July 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 July
27, 1996 the maximum amount available for payment of
dividends was $7,652.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended July 27, 1996 compared with
the quarter ended July 29, 1995
(In Thousands)
5. On August 29, 1996 the Company signed an agreement to
purchase substantially all of the assets and assume
certain liabilities of THC Systems, Inc., which operates
as Rego China, for approximately $45,000 in cash. THC,
based in Melville, N.Y., is a leading importer and
marketer of commercial vitreous china for the
foodservice industry in the United States. The purchase
is expected to be completed by the end of the year.
Operations
Consolidated net sales, for the quarter ended July 27, 1996
decreased $6,619, over the same quarter a year ago.
Net Sales 1996 1995 % Change
Tableware Division:
Consumer Products........ $ 50,764 $ 56,947 (10.9%)
Foodservice.............. 35,544 32,435 9.6%
Total Tableware........ 86,308 89,382 ( 3.4%)
Industrial Wire Division... 31,971 35,516 (10.0%)
Total...................... $118,279 $124,898 ( 5.3%)
Sales for the Tableware Division were slightly lower than in
the second quarter of 1995 due to sluggish demand in the
department store market. This was somewhat offset by strong
growth in the Company's foodservice business. Sales of
industrial wire products were soft, due to lower order
levels, and lower mix of product in the electronics market.
Gross margin, as a percentage of net sales, was equal to
27.5% for the second quarters of both 1996 and 1995. The
effect of a less favorable product mix in the consumer
tableware and industrial wire divisions was offset by
improved manufacturing efficiencies. If adjusted for
declining copper prices, gross margin for the quarter would
have decreased slightly.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six-month period ended July 27, 1996 compared with
the six-month period ended July 29, 1995
(In thousands)
Operating Expenses 1996 1995 % Change
Tableware Division......... $23,269 $23,676 ( 1.7%)
Industrial Wire Division... 2,316 2,744 (15.6%)
Total.................. $25,585 $26,420 ( 3.2%)
Total operating expenses decreased by $835 from the same
quarter last year. Selling and distribution costs decreased
by $428 while administrative costs decreased by $407.
Selling and distribution costs decreased due to lower sales
volume, primarily of wire products. The decline in
administrative costs reflects lower employee profit sharing
accruals.
Interest expense, prior to capitalized interest, was $2,170
for the quarter, a decrease of $276 from the second quarter
of 1995. This decrease is the result of lower average
interest rates in the current quarter versus the same period
last year.
Operations
Consolidated net sales, for the six-months ended July 27,
1996 decreased $9,111, over the same period a year ago.
Net Sales 1996 1995 % Change
Tableware Division:
Consumer Products........ $ 99,371 $104,398 ( 4.8%)
Foodservice.............. 69,826 65,250 7.0%
Total Tableware........ 169,197 169,648 ( 0.3%)
Industrial Wire Division... 68,397 77,057 (11.2%)
Total.....................$237,594 $246,705 ( 3.7%)
The decrease is attributable to industrial wire sales. This
market has experienced a 9% volume decrease from the previous
year. Sales of tableware products kept pace with the strong
performance recorded in the first half of 1995. Within the
tableware division, there has been a decline in consumer
products sales, which was offset by growth in the foodservice
market.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six-month period ended July 27, 1996 compared with
the six-month period ended July 29, 1995
(In thousands)
Gross margin, as a percentage of net sales, was equal to
26.8% for the period ended July 27, 1996, as compared to
27.6% for the same period in 1995. While the Company's
manufacturing facilities have been operating more efficiently
in 1996, a less favorable product mix has dampened profit
margins.
Operating Expenses 1996 1995 % Change
Tableware Division......... $45,565 $46,182 ( 1.3%)
Industrial Wire Division... 4,979 5,889 (15.5%)
Total.................. $50,544 $52,071 ( 2.9%)
Total operating expenses decreased by $1,527 from the same
period last year. Selling and distribution costs decreased
by $684 while administrative costs decreased by $843.
Selling and distribution costs, particularly freight, have
declined as a result of reduced sales volume. The Company
has accrued lower levels of employee profit sharing due to
lower earnings through the first half of 1996.
For the six months ended July 27, 1996, interest expense
prior to capitalized interest decreased to $4,179 from $4,658
for the same period in 1995. This decrease is the result of
lower average interest rates and lower debt levels compared
to the same period last year.
Liquidity & Financial Resources
During the first six months of this year, the company
expended approximately $13,700 in conjunction with its long-
term capital expansion and modernization program. The company
expects to invest another $8,000 during the remainder of the
current fiscal year. Of the year's total capital
expenditures, approximately $7,500 will be spent on the
modernization of the industrial wire plants.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six-month period ended July 27, 1996 compared with
the six-month period ended July 29, 1995
(In thousands)
As described in Note 5 to the financial statements, the
Company has contracted to purchase substantially all of the
net assets of THC Systems, Inc. for $45,000. A large portion
of this transaction will be financed with bank debt which the
Company expects to obtain at prevailing market interest
rates.
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 July 27, 1996, the Company had unused credit
lines equal to $48,000 and working capital of $126,513.
<PAGE>
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
JULY 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: September 5, 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> Jul-27-1996
<PERIOD-TYPE> 6-MOS
<CASH> 3,601
<SECURITIES> 0
<RECEIVABLES> 58,314
<ALLOWANCES> 1,870
<INVENTORY> 152,767
<CURRENT-ASSETS> 230,363
<PP&E> 265,066
<DEPRECIATION> 144,748
<TOTAL-ASSETS> 364,747
<CURRENT-LIABILITIES> 103,850
<BONDS> 78,137
0
2,217
<COMMON> 11,844
<OTHER-SE> 95,990
<TOTAL-LIABILITY-AND-EQUITY> 364,747
<SALES> 237,594
<TOTAL-REVENUES> 237,858
<CGS> 174,018
<TOTAL-COSTS> 174,018
<OTHER-EXPENSES> 50,974
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,942
<INCOME-PRETAX> 8,924
<INCOME-TAX> 3,500
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,424
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
