<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the 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: 0-14729
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POLK AUDIO, INC.
------------------------------------------------------------
(Exact name of the registrant as specified in its charter)
MARYLAND 52-0954180
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5601 METRO DRIVE, BALTIMORE, MARYLAND 21215
--------------------------------------------------------
(Address and principal executive offices) (Zip code)
(410) 358-3600
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(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.
/X/ Yes / / No
Number of shares of common stock of the registrant outstanding as of February
9, 1996: 1,632,035 SHARES.
page 1
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PART I. FINANCIAL INFORMATION
Item 1. Financial statements
POLK AUDIO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 26,
Assets 1995 1995
------
(Unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash and short-term investments $ 562,401 615,150
Trade accounts receivable, net of allowance
for doubtful accounts of $166,679 at
December 31 and $160,287 at March 26 10,099,390 8,599,560
Inventories:
Finished goods 4,380,206 4,019,699
Work-in-process 883,360 882,336
Raw materials and supplies 4,582,522 3,127,715
----------- -----------
Total inventories 9,846,088 8,029,750
----------- -----------
Note receivable -- 85,443
Deferred income taxes 470,000 470,000
Prepaid expenses and other current assets 727,698 456,003
----------- -----------
Total current assets 21,705,577 18,255,906
Property and equipment, at cost less accumulated
depreciation and amortization 4,418,729 3,045,095
Other assets 564,080 644,612
Deferred income taxes 278,000 278,000
----------- -----------
Total assets $ 26,966,386 22,223,613
=========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt $ 400,000 400,000
Accounts payable, trade 5,555,433 2,522,595
Current portion of accrued product warranty 260,203 249,700
Accrued expenses and other current liabilities 1,581,872 2,221,577
----------- -----------
Total current liabilities 7,797,508 5,393,872
Long-term debt, net of current portion 4,257,514 2,400,000
Accrued product warranty, less current portion 217,300 193,300
Pension liability 83,836 83,836
----------- -----------
Total liabilities 12,356,158 8,071,008
----------- -----------
Stockholders' equity:
Common stock, par value $.01 per share. Authorized
20,000,000 shares; issued 1,632,035 shares. 16,320 16,320
Additional paid-in-capital 302,514 302,514
Foreign currency translation adjustment (1,339) (27,177)
Retained earnings 14,292,733 13,860,948
----------- -----------
Total stockholders' equity 14,610,228 14,152,605
----------- -----------
Total liabilities and stockholders' equity $ 26,966,386 22,223,613
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
page 2
<PAGE> 3
POLK AUDIO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Nine Months Ended
------------------------- -----------------------
Dec 31, Dec 25, Dec 31, Dec 25,
1995 1994 1995 1994
(13-Weeks) (13-Weeks) (40-Weeks) (39-Weeks)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $13,120,046 13,895,937 34,102,080 30,871,750
Cost of goods sold 7,138,436 6,976,229 19,130,708 16,633,001
----------- ---------- ---------- ----------
Gross profit 5,981,610 6,919,708 14,971,372 14,238,749
Selling, research, general and
administrative expenses 5,180,043 5,071,420 14,060,602 12,173,652
----------- ---------- ---------- ----------
Operating income 801,567 1,848,288 910,770 2,065,097
Other income (expense):
Interest income (8,020) 14,397 30,820 28,536
Other, net 11,845 (24,535) 5,083 (2,715)
Interest expense (103,822) (39,017) (218,888) (41,517)
------------ ----------- ----------- -----------
Total other expense (99,997) (49,155) (182,985) (15,696)
------------ ----------- ----------- -----------
Earnings before
income taxes 701,570 1,799,133 727,785 2,049,401
Income taxes 285,000 664,500 296,000 753,516
--------- ----------- ---------- ----------
Net earnings 416,570 1,134,633 431,785 1,295,885
Retained earnings at beginning
of period 13,876,163 12,570,264 13,860,948 12,409,012
----------- ---------- ---------- ----------
Retained earnings at end of
period $14,292,733 13,704,897 14,292,733 13,704,897
=========== ========== ========== ==========
Earnings per share $.25 $.67 $.26 $.78
(note 2) ======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
page 3
<PAGE> 4
POLK AUDIO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
---------------------------
Dec 31, Dec 25,
1995 1994
(40-Weeks) (39-Weeks)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 431,785 1,295,885
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,457,829 1,136,686
Gain on sale of fixed assets (11,630) (10,400)
Stock option compensation -- 40,000
Increase (decrease) from changes in:
Accounts receivable (1,499,830) (4,087,957)
Inventories (1,816,388) (3,128,764)
Income taxes recoverable or payable 66,293 480,229
Prepaid expenses and other current assets (337,989) (143,019)
Accounts payable, trade 3,032,838 2,489,388
Accrued product warranty 34,503 22,500
Accrued expenses and other current
liabilities (639,705) 750,546
------------ -----------
Net cash provided by (used in)operating
activities 717,706 (1,154,906)
------------ -----------
Cash flows from investing activities:
Decrease in notes receivable 85,443 25,000
Purchases of property and equipment (2,831,769) (1,369,262)
(Increase) decrease in other assets 80,532 (335,479)
Proceeds from sale of property and equipment 11,630 10,400
----------- ----------
Net cash used in investing
activities (2,654,164) (1,669,341)
----------- -----------
Cash flows from financing activities:
Increases in long-term notes payable 2,858,000 2,000,000
Payments on long-term notes payable (1,000,000) --
Proceeds from exercise of stock options -- 201,250
----------- -----------
Net cash provided by financing
activities 1,858,000 2,201,250
----------- -----------
Net decrease in cash and cash
equivalents (78,458) (622,997)
Effect of exchange rate changes on cash 25,709 (29,355)
Cash and cash equivalents, beginning of period 615,150 1,028,696
------------ ----------
Cash and cash equivalents, end of period $ 562,401 376,344
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
page 4
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POLK AUDIO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Consolidated financial statements
The consolidated financial statements included herein do not include
all information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles. For further information, such as the significant accounting
policies followed by the Company, refer to the Notes to Financial Statements
set forth in the Company's Annual Report on Form 10-K for the fiscal year ended
March 26, 1995.
In the opinion of management, the consolidated financial statements
include all necessary adjustments (consisting of normal recurring accruals) for
a fair presentation of the financial position, results of operations and cash
flows for the interim periods presented.
The results of operations and cash flows for the periods ended
December 31, 1995 and December 25, 1994 are not necessarily indicative of the
results to be expected for the full fiscal year.
(2) Earnings per share
Earnings per share are based on the weighted average number of shares of
common stock and common stock equivalents outstanding during each period. The
number of shares used in the computations for the nine month periods were
1,690,366 in fiscal 1996 and 1,667,054 in fiscal 1995. Dilutive stock options
granted to employees are treated as common stock equivalents.
page 5
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PART I. FINANCIAL INFORMATION (CONTINUED)
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net earnings of $416,570 or $.25 per share, for the third quarter of fiscal
1996 decreased from $1,134,633, or $.67 per share, for the third quarter of
fiscal 1995. Net earnings of $431,785, or $.26 per share, for the first nine
months of fiscal 1996 decreased from $1,295,885, or $.78 per share, for the
first nine months of fiscal 1995. The following table presents the components
of net earnings as a percentage of net sales for the periods indicated.
<TABLE>
<CAPTION>
Quarter ended Nine months ended
--------------------- ----------------------
Dec. 31, Dec. 25, Dec. 31, Dec. 25,
1995 1994 1995 1994
(13 weeks) (13 weeks) (40 weeks) (39 weeks)
(Unaudited) (Unaudited)
--------------------- ----------------------
<S> <C> <C> <C> <C>
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold (54.4) (50.2) (56.1) (53.9)
------ ------ ------ ------
Gross profit 45.6 49.8 43.9 46.1
Selling, research, general
& administrative expenses (39.5) (36.5) (41.2) (39.4)
------ ------ ------ ------
Operating income 6.1 13.3 2.7 6.7
Other expense, net (0.8) (0.4) (0.5) (0.1)
------ ------ ------ ------
Earnings before income
taxes 5.3 12.9 2.2 6.6
Income taxes (2.1) (4.8) (0.9) (2.4)
------ ------ ------ ------
Net earnings 3.2 % 8.1 % 1.3 % 4.2 %
====== ====== ====== ======
</TABLE>
Net Sales and Cost of Goods Sold
Net sales decreased 5.6% to $13,120,046 for the third quarter of fiscal 1996
as compared to the third quarter of fiscal 1995, but increased 10.5% to
$34,102,080 for the first nine months of fiscal 1996 as compared to the first
nine months of fiscal 1995. The decrease in net sales for the quarter resulted
from soft domestic markets in addition to certain late product introductions.
Year to date, the increased demand is related to several new product
introductions throughout fiscal 1996 coupled with increased distribution, most
significantly to the foreign markets. Although net sales increased as compared
to the prior year, net sales fell short of budgeted sales as a result of late
introductions of new products.
page 6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, CONTINUED
Cost of goods sold, as a percentage of net sales, increased to 54.4% for the
third quarter of fiscal 1996 from 50.2% for the third quarter of fiscal 1995,
and increased to 56.1% for the first nine months of fiscal 1996 from 53.9% for
the first nine months of fiscal 1995. The increase in cost of goods sold, as a
percentage of net sales, primarily resulted from increases in direct material
and overhead costs partially offset by decreases in direct labor costs.
Selling, Research, General and Administrative Expenses
Selling, research, general and administrative (SRG&A) expenses increased
2.1% to $5,180,042 for the third quarter of fiscal 1996 as compared to the
third quarter of fiscal 1995, and increased 15.5% to $14,060,602 for the first
nine months of fiscal 1996 as compared to the first nine months of fiscal 1995.
As a percentage of net sales, SRG&A expenses increased to 39.5% for the third
quarter of fiscal 1996 from 36.5% for the third quarter of fiscal 1995, and
increased to 41.2% for the first nine months of fiscal 1996 from 39.4% for the
same period of fiscal 1995. The increase in SRG&A expenses resulted primarily
from higher fixed selling and shipping costs, higher general administration
expenses, as well as higher research and development costs.
Other Income and Expense and Income Taxes
Other expense was $99,997 for the third quarter of fiscal 1996 as compared
to $49,155 for the third quarter of fiscal 1995. Other expense was $182,985
for the first nine months of fiscal 1996 as compared to $15,696 for the first
nine months of fiscal 1995. The change in other income (expense) was mainly a
result of interest costs incurred on higher bank loan borrowings during the
quarter when compared to the prior year. Income taxes, as a percentage of
earnings before income taxes, were 40.6% for the third quarter of fiscal 1996
and 40.7% for the first nine months of fiscal 1996 compared to 36.9% for the
third quarter of fiscal 1995 and 36.8% for the first nine months of fiscal
1995. The increase in income taxes, as a percentage of earnings before income
taxes, is primarily a result of higher state income taxes yielding a higher
effective federal tax rate.
Seasonality
The home audio market is somewhat seasonal, with the majority of the
Company's sales and earnings occurring historically in the quarters ending
December and March.
page 7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, CONTINUED
Liquidity and Capital Resources
The Company has historically financed its operations through cash generated
by operations, term loan borrowings, revolving credit line borrowings and
normal trade credit extended by its suppliers.
Net cash provided by operating activities during the first nine months of
fiscal 1996 was $717,706. As of December 31, 1995, the Company's working
capital was $13,908,069 and its current ratio was 2.8 to 1. In addition, the
Company presently has an unsecured revolving credit agreement with a commercial
bank providing for maximum borrowings of $6,500,000, of which $3,542,486 was
available at December 31, 1995. The Company also has an unsecured five-year
term loan agreement with the same bank for $2,000,000, $1,600,000 was
outstanding at December 31, 1995. The Company believes working capital and
temporary borrowings from its credit agreement will be sufficient to meet its
current operating needs and anticipated capital expenditures for the remainder
of fiscal 1996.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
Form 8-K was filed on December 22, 1995 to report the appointment of James
M. Herd as President. The President will report to the Chairman, Matthew S.
Polk and the Chief Executive Officer, George M. Klopfer. There were no
financial statements filed in conjunction with this filing.
page 8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POLK AUDIO, INC.
----------------
(Registrant)
February 9, 1996 /S/ George M. Klopfer
----------------------------------
George M. Klopfer
Chief Executive Officer
/S/ Gary B. Davis
----------------------------------
Gary B. Davis
Chief Financial Officer
page 9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> MAR-27-1995
<PERIOD-END> DEC-31-1995
<CASH> 562,401
<SECURITIES> 0
<RECEIVABLES> 10,266,069
<ALLOWANCES> 166,679
<INVENTORY> 9,846,088
<CURRENT-ASSETS> 21,705,577
<PP&E> 10,288,592
<DEPRECIATION> 5,869,863
<TOTAL-ASSETS> 26,966,386
<CURRENT-LIABILITIES> 7,797,508
<BONDS> 0
0
0
<COMMON> 16,320
<OTHER-SE> 14,593,908
<TOTAL-LIABILITY-AND-EQUITY> 26,966,386
<SALES> 34,102,080
<TOTAL-REVENUES> 34,102,080
<CGS> 19,130,708
<TOTAL-COSTS> 33,191,310
<OTHER-EXPENSES> 182,985
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 218,888
<INCOME-PRETAX> 727,785
<INCOME-TAX> 296,000
<INCOME-CONTINUING> 431,785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 431,785
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
