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 26, 1997
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 Identification
incorporation or organization) Number
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 June 5, 1997.
10,820,187
<PAGE>
ONEIDA LTD.
FOR THE THREE MONTHS ENDED APRIL 26, 1997
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)
One report on Form 8-K was filed during the
quarter for which this report on Form 10-Q is filed. On
February 20, 1997, a report on Form 8-K, dated February
12, 1997, was filed disclosing the execution of an agreement
whereby Oneida Ltd. would dispose of the capital stock of
Camden Wire Co., Inc.
SIGNATURES
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<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE
THREE MONTHS ENDED
(Thousands except per APR 26, APR 27,
share amounts) 1997 1996
<S> <C> <C>
NET SALES.......................... $96,977 $82,890
COST OF SALES...................... 61,581 55,099
------ ------
GROSS MARGIN....................... 35,396 27,791
------ ------
OPERATING EXPENSES:
Selling, advertising and distrib.. 17,604 16,313
General and administrative........ 8,686 5,983
------ ------
Total............................ 26,290 22,296
------ ------
INCOME FROM OPERATIONS............. 9,106 5,495
OTHER EXPENSE (INCOME)............. 367 (105)
INTEREST EXPENSE................... 1,594 1,435
------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES............... 7,145 4,165
PROVISION FOR INCOME TAXES......... 2,733 1,643
------ ------
INCOME FROM CONTINUING OPERATIONS.. 4,412 2,522
INCOME FROM DISCONTINUED OPERATIONS 147
GAIN ON DISPOSAL OF
DISCONTINUED OPERATIONS (NOTE 2:). 2,566
------ ------
NET INCOME......................... $6,978 $2,669
------ ------
PER SHARE OF COMMON STOCK:
Continuing Operations.............. $0.40 $0.23
Discontinued Operations............ 0.23 0.01
Net Income......................... 0.63 0.24
Cash Dividends Declared............ 0.26 0.13
Shares used in per share data....... 11,056 11,157
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 26, 1997 AND JANUARY 25, 1997
(Thousands)
APR 26, JAN 25,
ASSETS 1997 1997
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash................................... $2,621 $3,183
Accounts receivable.................... 54,023 47,384
Less allowance for doubtful accounts... (1,843) (1,797)
Other accounts and notes receivable.... 3,124 3,122
Inventories:
Finished goods........................ 99,286 93,339
Goods in process...................... 14,826 14,798
Raw materials and supplies............ 16,651 16,156
Other current assets................... 13,865 13,393
Net assets of discontinued operations.. 33,762
-------- --------
Total current assets................... 202,553 223,340
-------- -------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Land and buildings..................... 47,532 45,502
Machinery and equipment................ 150,270 149,927
-------- --------
Total.................................. 197,802 195,429
Less accumulated depreciation........... 118,964 116,283
-------- --------
Property, plant & equipment-net 78,838 79,146
-------- --------
OTHER ASSETS:
Cost in excess of assets acquired-net.. 31,760 32,375
Other assets........................... 15,520 15,367
-------- --------
$328,671 $350,228
-------- --------
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 26, 1997 AND JANUARY 25, 1997
(Thousands)
APR 26, JAN 25,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997
-------- --------
<S> <C> <C>
CURRENT LIABILITIES:
Short-term debt........................... $16,060 $15,593
Accounts payable.......................... 16,607 14,176
Accrued liabilities....................... 43,692 37,082
Current installments of long-term debt.... 4,705 29,703
-------- --------
Total current liabilities................ 81,064 96,554
-------- --------
LONG-TERM DEBT............................ 67,952 68,126
-------- --------
OTHER LIABILITIES:
Accrued postretirement liability.......... 52,557 52,273
Accrued pension liability................. 5,691 5,666
Other liabilities......................... 6,743 9,291
-------- --------
Total.................................... 64,991 67,230
-------- --------
STOCKHOLDERS' EQUITY:
Cumulative 6% preferred stock; $25 par
value; authorized 95,660 shares, issued
88,541 and 88,624 shares, respectively,
callable at $30 per share................ 2,214 2,216
Common stock $1 par value; authorized
24,000,000 shares, issued 11,928,638
and 11,867,806 shares, respectively...... 11,929 11,868
Additional paid-in capital................ 83,656 83,103
Retained earnings......................... 44,014 39,893
Equity adjustment from translation........ (8,789) (8,468)
Less cost of common stock held in
treasury; 1,146,583 and 766,241 shares,
respectively............................. (17,614) (10,156)
Less unallocated ESOP shares of common
stock of 40,563 and 8,531, respectively.. (746) (138)
-------- --------
Stockholders' Equity...................... 114,664 118,318
-------- --------
TOTAL.....................................$328,671 $350,228
-------- --------
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 26, 1997 and APRIL 27, 1996
(In Thousands)
FOR THE
THREE MONTHS ENDED
APR 26, APR 27,
CASH FLOW FROM OPERATING ACTIVITIES: 1997 1996
-------- --------
<S> <C> <C>
Net income from continuing operations............ $6,978 $2,669
Less: Gain on disposal of discontinued oper..... (2,566)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation.................................... 2,856 2,937
Amortization of intangibles..................... 726
Deferred taxes and other non-cash charges and
credits........................................ (1,712) 7
Decrease (increase) in operating assets:
Receivables.................................... (5,094) (2,648)
Inventories.................................... (6,516) (8,307)
Other current assets........................... (934) (1,757)
Other assets................................... (1,943) (515)
Increase in accounts payable..................... 2,413 1,873
Increase (decrease) in accrued liabilities....... 6,565 (2,559)
Discontinued operations.......................... 307
-------- --------
Net cash provided by(used in)operating activities 773 (7,993)
CASH FLOW FROM INVESTING ACTIVITIES: -------- -------
Property, plant and equipment expenditures....... (3,559) (2,817)
Retirement of property, plant and equipment...... 979 330
Proceeds from sale of discontinued operations.... 36,328
Other, net....................................... 50 (138)
Discontinued operations.......................... (4,093)
-------- --------
Net cash provided by(used in)investing activities 33,798 (6,718)
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock........... 532 357
Issuance of restricted stock plan shares......... 82 (16)
Purchase/retirement of preferred stock........... (1) (4)
Purchase of ESOP shares.......................... (608) (316)
Net proceeds under short-term debt and banker's
acceptances..................................... 466 11,008
Payment of long-term debt........................ (25,173) (536)
Purchase of treasury stock....................... (7,458) (676)
Dividends paid................................... (2,857) (926)
Discontinued operations.......................... 5,850
-------- --------
Net cash provided by(used in)financing activities (35,017) 14,741
-------- --------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH......... (116) 27
-------- --------
NET INCREASE (DECREASE) IN CASH.................. (562) 57
CASH AT BEGINNING OF YEAR........................ 3,183 2,844
CASH AT END OF PERIOD............................ $2,621 $2,901
-------- --------
Supplemental Cash Flow Disclosures:
Interest paid................................... $1,159 $1,093
Income taxes paid............................... 0 718
<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 26,
1997 and April 27, 1996 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 of such periods. The consolidated financial
statements for the year ended January 31, 1998 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 26, 1997
are not necessarily indicative of the results of
operations to be expected for the year ending January
31, 1998. The consolidated financial statements and
notes for the year ended in January 1997 and 1996
included in the Company's January 25, 1997 Annual
Report to the Securities and Exchange Commission on
Form 10-K.
2. On February 12, 1997, the Company sold its Camden Wire
Co., Inc. (Camden) subsidiary to International Wire
Group, Inc. for $43,500 in cash. The sale resulted in
an after tax gain of $2,566 (net of applicable income
taxes of $3,616) or $0.23 per share. Operating losses
for the fourth quarter of 1996 and the first quarter of
1997 totalling $1,200 were deducted from the gain for
financial statement purposes. Camden contributed net
sales of $36,425 and net income of $147 in the first
quarter of 1996.
3. On November 4, 1996, the Company purchased the net
assets of THC Systems, Inc. (Rego China), a leading
importer of institutional china for the foodservice
industry. The financial statements include the results
of operations of Rego China for the current quarter.
On a proforma basis, assuming the acquisition had
occurred at the beginning of fiscal 1996 and based on
unaudited amounts for Rego China, the consolidated
results of operations for the Company for the quarter
ended April 27, 1996 would have been:
Net sales...............................$91,959
Net income.............................. 2,633
Net income per share of common stock ... 0.24
4. 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.
<PAGE>
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands)
(continued)
5. 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. No fully diluted earnings per share are
presented as the difference between primary and fully
diluted earnings per share is not significant.
6. 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 26,
1997, the maximum amount available for payment of dividends
was $9,819.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended April 26, 1997 compared with
the quarter ended April 27, 1996
(In Thousands)
Operations
Consolidated net sales, for the quarter ended April 26, 1997
increased $14,087, over the same quarter a year ago.
Net Sales 1997 1996 % Change
-------- -------- --------
North America - Consumer.............. $49,545 $46,018 7.7%
- Foodservice........... 41,234 31,874 29.4%
Other Foreign Operations.............. 6,198 4,998 24.0%
Total................................. $96,977 $82,890 17.0%
Sales of product throughout North America increased by
$3,227. Consumer sales continue to increase in both the
traditional department store and mass merchandise markets.
Foodservice sales were strengthened primarily by the
Company's recent acquisition of Rego China. Sales were up
significantly at the Company's United Kingdom and Italian
operations, as well as at the domestic Export Sales
Division.
Gross margin, as a percentage of net sales, was equal to
36.5% for the first quarter of 1997 and 33.5% for the same
period of 1996, primarily as a result of selling higher
margin products in all market segments.
Operating Expenses 1997 1996 % Change
-------- -------- --------
Selling, advertising and distribution. $17,604 $16,313 7.9%
General and administrative............ 8,686 5,983 45.2%
Total................................. 26,290 22,296 17.9%
Total operating expenses increased by $3,994 from the same
quarter last year. The majority of the selling expense
increase was due to the addition of Rego China. The
remainder reflects costs associated with the higher overall
volume of sales. As a percent of total sales, selling
expenses declined to 18.2% from 19.7% in the prior year.
The increase in administrative costs is attributable to the
amortization of intangibles associated with the purchase of
Rego and higher employee profit sharing accruals.
Interest expense, prior to capitalized interest, was $1,768
for the quarter, an increase of $93 from the first quarter
of the 1996. This increase is due to higher average
borrowing rates in 1997.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended April 26, 1997 compared with
the quarter ended April 27, 1996
(In Thousands)
Liquidity & Financial Resources
During the first three months of this year, the Company
spent approximately $3,600 on capital projects focused
primarily on its manufacturing facilities. The company
expects to invest another $11,000 on similar projects during
the remainder of the current fiscal year. In the first
quarter, the Company repurchased 380,342 shares of common
stock at a cost of $7,458. The Board of Directors, at its
May 28, 1997 meeting, authorized the repurchase of an
additional 500,000 shares. During the first quarter of
1997, the Company completed the sale of its Camden Wire
subsidiary to the International Wire Group, Inc. The
majority of these proceeds were used to pay down the
Company's outstanding debt and to provide a special one time
dividend of $0.13 per share of common stock.
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 April 26, 1997, the company had unused credit
lines equal to $70,000 and working capital of $121,489.
<PAGE>
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
APRIL 26, 1997
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 10, 1997
Edward W. Thoma
Senior Vice President Finance
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Jan-31-1998
<PERIOD-START> Jan-26-1997
<PERIOD-END> Apr-26-1997
<PERIOD-TYPE> 3-MOS
<CASH> 2,621
<SECURITIES> 0
<RECEIVABLES> 57,147
<ALLOWANCES> 1,843
<INVENTORY> 130,763
<CURRENT-ASSETS> 202,553
<PP&E> 197,802
<DEPRECIATION> 118,964
<TOTAL-ASSETS> 328,671
<CURRENT-LIABILITIES> 81,064
<BONDS> 67,952
0
2,214
<COMMON> 11,929
<OTHER-SE> 100,521
<TOTAL-LIABILITY-AND-EQUITY> 328,671
<SALES> 96,977
<TOTAL-REVENUES> 96,977
<CGS> 61,581
<TOTAL-COSTS> 61,581
<OTHER-EXPENSES> 26,657
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,594
<INCOME-PRETAX> 7,145
<INCOME-TAX> 2,733
<INCOME-CONTINUING> 4,412
<DISCONTINUED> 2,566
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,978
<EPS-PRIMARY> 0.63
<EPS-DILUTED> 0.63
</TABLE>
