SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------
FORM 10-Q
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[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 12, 1998
[ ] 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 0-314
Pulaski Furniture Corporation
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation)
54-0594965
(IRS employer identification number)
P.O. Box 1371, Pulaski, Virginia
(Address of principal executive offices)
24301
(Zip Code)
540-980-7330
(Registrant's telephone number)
Indicate by checkmark 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 the latest practicable date:
2,823,339 shares of common stock outstanding as of August 20, 1998
<PAGE>
Pulaski Furniture Corporation
Index
PART I: Financial Statements
Consolidated Condensed Balance Sheets as of
July 12, 1998 and November 2, 1997 . . . . . . . . . . . . . . . 2
Consolidated Condensed Statements of Income
Three 4-week periods ended July 12, 1998
and July 13, 1997 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Condensed Statements of Income
Nine 4-week periods ended July 12, 1998
and July 13, 1997 . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows
Nine 4-week periods ended July 12, 1998
and July 13, 1997 . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Condensed Financial Statements . . . . . . 6
Management's Discussion and Analysis of the
Consolidated Condensed Statements of Income . . . . . . . . . . . 7
PART II: Other Information . . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
Pulaski Furniture Corporation
Consolidated Condensed Balance Sheets
(in thousands)
July 12, November 2,
1998 1997
ASSETS ---------- ----------
Current assets:
Cash and cash equivalents $ 137 $ 2,702
Accounts receivable, net 23,949 36,726
---------- ----------
24,086 39,428
Inventories:
Raw materials 17,928 13,270
Work-in-process 8,830 5,220
Finished goods 31,401 27,612
---------- ----------
58,159 46,102
Less LIFO reserve (16,455) (14,758)
---------- ----------
41,704 31,344
Prepaid expenses 1,288 874
Recoverable income taxes 0 1,474
Deferred income taxes 1,277 1,277
---------- ----------
Total current assets 68,355 74,397
Property, plant and equipment, net 34,895 35,248
Cash surrender value of life insurance 1,240 1,223
Other 11 11
---------- ----------
Total assets $ 104,501 $ 110,879
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses:
Accounts payable $ 6,784 $ 6,222
Wages and commissions 1,668 2,902
Taxes withheld from employees 388 400
Other accrued liabilities 2,005 1,889
---------- ----------
10,845 11,413
Notes payable 5,000 12,000
Federal and state income taxes 335 0
Current portion of long-term debt 2,000 2,000
---------- ----------
Total current liabilities 18,180 25,413
Long-term notes payable 24,887 25,774
Deferred income taxes 3,675 3,742
Deferred compensation 2,716 2,681
Shareholders' equity
Common stock 5,434 4,989
Retained earnings 49,731 48,479
Unamortized restricted stock (122) (199)
---------- ----------
Total shareholders' equity 55,043 53,269
Total liabilities and shareholders' equity $ 104,501 $ 110,879
========== ==========
See accompanying notes to financial statements.
<PAGE>
Pulaski Furniture Corporation
Consolidated Condensed Statements of Income
(in thousands, except for per share data)
Three 4-week periods ended
July 12, July 13, Incr
1998 1997 (Decr) %
--------- --------- -------- ----
Net sales $ 32,687 $ 30,054 $ 2,633 8.8 %
Costs and expenses
Cost of sales 25,878 33,222 (7,344) (22.1)
Selling & administrative 5,633 5,080 553 10.9
Non-recurring charges 0 222 (222) (100.0)
---------- ---------- --------
Operating income 1,176 (8,470) 9,646
Other income and expenses
Interest expense 387 530 (143) (27.0)
Interest income 40 9 31 344.4
---------- ---------- --------
Total 347 521 (174) (33.4)
Income before income taxes 829 (8,991) 9,820
Provision for taxes on income 296 (3,246) 3,542
---------- ---------- --------
Net income $ 533 $ (5,745) $ 6,278
========== ========== ========
Weighted average number
of shares outstanding:
Basic 2,823,339 2,789,527
Diluted 2,846,945 2,789,527
Earnings per share:
Basic $0.19 ($2.06)
Diluted $0.19 ($2.06)
Cash dividends per share: $0.17 $0.17
See accompanying notes to financial statements.
<PAGE>
Pulaski Furniture Corporation
Consolidated Condensed Statements of Income
(in thousands, except for per share data)
Nine 4-week periods ended
July 12, July 13, Incr
1998 1997 (Decr) %
--------- --------- -------- ----
Net sales $108,265 $100,798 $ 7,467 7.4 %
Costs and expenses
Cost of sales 86,599 89,640 (3,041) (3.4)
Selling & administrative 16,361 15,994 367 2.3
Non-recurring charges 0 222 (222) (100.0)
---------- ---------- --------
Operating income 5,305 (5,058) 10,363
Other income and expenses
Interest expense 1,175 1,579 (404) (25.6)
Interest income 55 18 37 205.6
---------- ---------- --------
Total 1,120 1,561 (441) (28.3)
Income before income taxes 4,185 (6,619) 10,804
Provision for taxes on income 1,494 (2,390) 3,884
---------- ---------- --------
Net income $ 2,691 $ (4,229) $ 6,920
========== ========== ========
Weighted average number
of shares outstanding:
Basic 2,818,270 2,802,673
Diluted 2,834,590 2,802,673
Earnings per share:
Basic $0.95 ($1.51)
Diluted $0.95 ($1.51)
Cash dividends per share: $0.51 $0.51
See accompanying notes to financial statements.
<PAGE>
Pulaski Furniture Corporation
Consolidated Statements of Cash Flows
Nine 4-week periods ended
July 12, July 13,
1998 1997
------------ ------------
OPERATING ACTIVITIES
Net income $ 2,691,075 $(4,229,327)
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depreciation/amortization 3,477,523 3,277,059
Provision for deferred income taxes (67,500) (67,500)
Provision for deferred compensation 35,253 91,301
Changes in operating assets and liabilities:
Decrease in trade receivables 12,777,414 12,628,558
Increase (decrease) in inventories (10,361,327) 2,248,067
Increase in prepaid expenses (413,320) (877,077)
(Increase) decrease in recoverable
income taxes 1,473,577 (2,921,340)
Decrease in accounts payable and
accrued expenses (568,033) (4,053,960)
Increase (decrease) in federal and state
income taxes payable 335,195 (1,348,685)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 9,379,857 4,747,096
INVESTING ACTIVITIES
Purchase of property, plant and equipment (3,047,339) (1,643,252)
(Increase) decrease in cash surrender value (16,674) 556,964
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (3,064,013) (1,086,288)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 540,591 486,219
Repurchase of common stock (96,250) (920,000)
Payment of dividends (1,438,742) (1,429,293)
Decrease in notes payable (7,000,000) (3,000,000)
Payments on long-term debt (886,995) (955,202)
------------ ------------
NET CASH USED IN FINANCING ACTIVITIES (8,881,396) (5,818,276)
------------ ------------
Decrease in cash and cash equivalents (2,565,552) (2,157,468)
Cash and cash equivalents at beginning of period 2,702,339 2,396,850
------------ ------------
Cash and cash equivalents at end of period $ 136,787 $ 239,382
============ ============
See accompanying notes to financial statements.
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Pulaski Furniture Corporation
Notes to Consolidated Condensed Financial Statements
See notes to financial statements included in the Corporation's 10-K for the
year ended November 2, 1997, for information concerning accounting policies,
long-term debt, stock options and other financial matters. There have been
no material changes in financial matters since November 2, 1997.
In the opinion of the Corporation, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
normal accruals) necessary to present fairly the financial position as of
July 12, 1998 and November 2, 1997, and the results of operations and
cash flows for the three and nine 4-week periods ended July 12, 1998 and
July 13, 1997.
1997 income included a non-recurring non-cash write-off of certain assets and
inventories amounting to $9,270,269 pre-tax ($5,923,702 after taxes, or $2.10
per share) announced July 28, 1997. Net income after taxes and before the
special charge was $178,795 and $1,694,375 for the third quarter and three
quarters of 1997, respectively.
The results of operations for the three and nine 4-week periods ended July 12,
1998 and July 13, 1997 are not necessarily indicative of the results to be
expected for the full year. See Management's Discussion and Analysis for a
discussion on the cyclical nature of the Corporation's operating results.
In 1997, the Financial Accounting Standards Board issued Statement of Finan-
cial Accounting Standards No. 128, "Earnings per Share." Statement 128 re-
placed the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented, and where
necessary, restated to conform to the Statement 128 requirements.
The following table sets forth the computation of earnings per share:
Three 4-week periods ended Nine 4-week periods ended
Jul 12, 1998 Jul 13, 1997 Jul 12, 1998 Jul 13, 1997
------------ ------------ ------------ ------------
Numerator:
Net income $ 533,450 ($5,744,907) $ 2,691,075 ($4,229,327)
Denominator:
Denominator for basic
earnings per share -
weighted average
shares 2,823,339 2,789,527 2,818,270 2,802,673
Dilutive securities:
Stock options 10,481 0 7,702 0
Stock purchase plan 13,125 0 8,618 0
Denominator for diluted
earnings per share -
adjusted weighted
average shares 2,846,945 2,789,527 2,834,590 2,802,673
Basic earnings per share $0.19 ($2.06) $0.95 ($1.51)
Diluted earnings per share $0.19 ($2.06) $0.95 ($1.51)
<PAGE>
Pulaski Furniture Corporation
Management's Discussion and Analysis of the
Consolidated Condensed Statements of Income
Comparison of Third Quarter 1998 to Third Quarter 1997 and Three Quarters of
1998 to Three Quarters of 1997 (See pgs 3 & 4 for dollar and percent changes.)
- ------------------------------------------------------------------------------
Net sales for the 1998 third quarter and three quarters increased 8.8% and
7.4%, respectively, over the same periods in the prior year, due primarily to
stronger retail demand. The total number of units shipped increased by 6.2%
for the third quarter, and average selling prices were slightly higher. Unit
volume increased by 13.6% for the three quarters, while average selling prices
were slightly lower.
Cost of sales, as a percentage of sales, was substantially lower in the 1998
reporting periods due to the one-time charge, discussed in the Notes, which
affected the 1997 results. The higher sales volume led to higher capacity
utilization, thereby increasing manufacturing efficiencies. Selling and admin-
istrative expenses were higher, as a percentage of sales, in the third quarter
of 1998 as compared to 1997 due primarily to higher fees paid for consulting
and professional services. For the three quarters of 1998, as compared to
1997, selling and administrative expenses were lower as a percentage of sales
due primarily to lower product development, marketing and information systems
costs. Interest expense was lower in the 1998 reporting periods due to a
reduction in debt. Net income was higher in the 1998 quarter and year-to-date
due to a combination of all the factors discussed above.
Cyclical Business Environment
- -----------------------------
Historically, the quarterly results of the Corporation have reflected a cyc-
lical pattern, as indicated below:
QTR 1 QTR 2 QTR 3 QTR 4
4-year average of net sales volume 22.4% 22.7% 18.3% 36.6%
This pattern reveals that the Corporation's first quarter, ending in January,
has accounted for approximately 22% of net sales volume. The second quarter,
ending in April, is roughly equivalent in sales volume to the first quarter,
while the third quarter, ending in July, shows a drop in volume to 18%. The
remainder, or 37% of sales volume, is recorded in the fourth quarter, which
comprises four 4-week reporting periods and which also includes the strongest
selling season for certain product lines. However, due to a number of risks
and uncertainties beyond the Corporation's control, including economic condi-
tions and consumer confidence, historical trends should not be viewed as an
accurate predictor of future results. The Corporation believes the results
of the third quarter ended July 12, 1998, are reasonable in relation to
the historical pattern, considering the retail environment for household
furniture.
Year 2000
- ---------
The Corporation recognizes that the year 2000 presents many challenges for
information systems. In light of this recognition, management has enacted a
strategic business plan to ensure the needs of the year 2000 are met and that
the costs of preparing for this challenge are both understood and manageable.
Based on recent assessments, the Corporation has determined that it will be
required to modify or replace significant portions of its software so that
its computer systems will properly reflect dates beyond December 31, 1999. If
such modifications are not made, or are not completed timely, the Year 2000
<PAGE>
Pulaski Furniture Corporation
Management's Discussion and Analysis of the
Consolidated Condensed Statements of Income (cont.)
Year 2000 (continued)
- ---------------------
issue could have a material impact on the operations of the Corporation. To
date, the Corporation's Year 2000 remediation efforts have progressed to the
stage where testing of the new Year 2000 compliant enterprise software is
scheduled to begin in the fourth fiscal quarter of 1998. Should the testing
process yield satisfactory results, the Corporation anticipates converting
to the new system by the end of the current fiscal year. Both internal and
external resources are currently being employed to modify and test the new
enterprise software.
The Corporation formed a task force to identify critical areas outside of
information systems where the Year 2000 issue could have an adverse impact.
In particular, the task force has studied the software and control systems
for the Corporation's computerized manufacturing equipment and has determined,
by working with the equipment vendors, that the Year 2000 concerns related to
such equipment have been properly addressed.
The principal cost associated with the Year 2000 issue has been the purchase
of compliant enterprise software and the requisite hardware over which it
operates. Additional support applications have been purchased or developed
in-house as needed, and the total software costs to date have not exceeded,
nor are expected to exceed, $700,000. Compliant hardware was put into service
over the past three years in conjunction with the Corporation's migration to
a client-server network, which was a planned upgrade unrelated to the Year
2000 issue. Additional hardware has been purchased in 1998 relating specif-
ically to the Year 2000 enterprise software at a cost not exceeding $100,000.
No further hardware requirements have been identified with the Year 2000
issue. User education and training costs to date have amounted to less than
$100,000 and are not expected to exceed that amount in total. At the present
time, the Corporation believes there are no other material costs which relate
to the Year 2000 issue. Funding for the Year 2000 project has been provided
by cash generated from operations. The project expenditures are being cap-
italized or expensed as appropriate, and are not expected to have a material
effect on the results of operations.
The Corporation cannot fully assess the risks of the Year 2000 problem due to
numerous uncertainties surrounding the issue. Management believes that the
primary risks are external to the Corporation and relate solely to the Year
2000 readiness of the Corporation's business partners. Formal communications
with all significant suppliers, customers and financial service organizations
of the Corporation is currently underway to determine the extent to which the
Corporation might be made vulnerable by those third parties' failure to
remediate their own Year 2000 issue. The Corporation has determined that it
has no exposure to contingencies related to the Year 2000 issue for products
already sold.
Capital Resources and Liquidity
- --------------------------------
Working capital provided by operations was $6,136,000 for the three quarters
ended July 12, 1998 compared to ($928,000) for the three quarters ended July
13, 1997. Net working capital increased by $1,191,000 during the first three
quarters of 1998 compared with a decrease of $4,832,000 in the first three
quarters of 1997.
<PAGE>
Pulaski Furniture Corporation
Management's Discussion and Analysis of the
Consolidated Condensed Statements of Income (cont.)
Capital Resources and Liquidity (continued)
- -------------------------------------------
During the first three quarters of 1998, the Corporation's average amount of
outstanding indebtedness for borrowed money was $29,843,590. The weighted
average rate of interest on such indebtedness was approximately 5.24% per
annum.
<PAGE>
Pulaski Furniture Corporation
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule*
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended July 12, 1998.
* Filed herewith.
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.
PULASKI FURNITURE CORPORATION
Date: August 20, 1998 /s/ John G. Wampler
---------------------------------------
John G. Wampler
President and Chief Executive Officer
/s/ Jason A. Gibbs
---------------------------------------
Jason A. Gibbs
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
Pulaski Furniture Corporation
Exhibit Index
Exhibit
Number Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-01-1998
<PERIOD-END> JUL-12-1998
<CASH> 137
<SECURITIES> 0
<RECEIVABLES> 23949
<ALLOWANCES> 0
<INVENTORY> 41704
<CURRENT-ASSETS> 68355
<PP&E> 92775
<DEPRECIATION> 57880
<TOTAL-ASSETS> 104501
<CURRENT-LIABILITIES> 18180
<BONDS> 24887
0
0
<COMMON> 5434
<OTHER-SE> 49609
<TOTAL-LIABILITY-AND-EQUITY> 104501
<SALES> 108265
<TOTAL-REVENUES> 108265
<CGS> 86599
<TOTAL-COSTS> 102960
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 100
<INTEREST-EXPENSE> 1175
<INCOME-PRETAX> 4185
<INCOME-TAX> 1494
<INCOME-CONTINUING> 2691
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2691
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0.95
</TABLE>
