<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Period Ended September 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
Commission file number 0-17237
SELFIX, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 36-2490451
- ------------------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4501 West 47th Street
Chicago, Illinois 60632
- -------------------------- ------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code (312) 890-1010.
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
----- -----
Common shares, par value $0.01, outstanding as of November 3,1995 - 3,800,602
<PAGE> 2
SELFIX, INC. AND SUBSIDIARIES
INDEX
Page
Number
------
Part I. Financial Information
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 5
and Retained Earnings
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 8
Item 2 - Management's Discussion and Analysis of 11
Financial Condition and Results of
Operations
Part II. Other Information 16
Signatures 17
2
<PAGE> 3
ITEM I FINANCIAL STATEMENTS
FORM 10-Q
Selfix, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents............................................... $ 5,223 $ 4,859
Investments in marketable securities -- available for sale............. 521 944
Accounts receivable..................................................... 6,765 4,947
Notes receivable and other receivables.................................. 80 1,773
Refundable income taxes................................................. 54 381
Inventories............................................................. 5,583 5,650
Prepaid expenses and other current assets............................... 195 189
----------- ----------
Total current assets.................................................. 18,421 18,743
PROPERTY, PLANT AND EQUIPMENT............................................. 22,432 21,578
Less accumulated depreciation and amortization.......................... 13,197 11,243
----------- ----------
9,235 10,335
LAND...................................................................... 131 131
OTHER ASSETS
Restricted Cash - Industrial Revenue Bond............................... -- 5
Intangible assets....................................................... 1,169 1,536
Other................................................................... 52 11
----------- ----------
Total other assets.................................................... 1,221 1,552
----------- ----------
TOTAL ASSETS $ 29,008 $ 30,761
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
Selfix, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
September 30 December 31,
1995 1994
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term obligations............................. $ 893 $ 992
Accounts payable........................................................ 1,137 1,921
Accrued liabilities..................................................... 4,306 4,804
--------- ----------
Total current liabilities............................................. 6,336 7,717
LONG-TERM OBLIGATIONS - net of current maturities......................... 9,344 9,421
STOCKHOLDERS' EQUITY
Preferred stock - authorized 500,000 shares;
$.01 par value; none issued....................................... -- --
Common stock - authorized 7,500,000 shares, $.01 par value; issued,
3,609,364 shares and outstanding 3,550,602 shares at September 30,
1995 and 3,603,637 shares issued and outstanding at December
31, 1994........................................................... 36 36
Additional paid-in-capital............................................ 9,383 9,360
Retained earnings..................................................... 4,335 4,500
Cumulative foreign currency translation adjustment.................... (176) (222)
Unrealized net holding gains (losses) on available-for-sale
securities ......................................................... 14 (51)
Common stock held in treasury, at cost (58,762 shares in 1995)........ (264) --
--------- ----------
Total stockholders' equity............................................ 13,328 13,623
--------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,008 $ 30,761
========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
ITEM 1 - FINANCIAL STATEMENTS
FORM 10-Q
Selfix, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
September 30,1995 September 24, 1994 September 30, 1995 September 24,1994
<S> <C> <C> <C> <C>
Net sales................................................. $ 10,319 $ 10,458 $ 31,689 $ 31,497
Cost of goods sold........................................ 6,477 6,928 19,591 18,606
--------- -------- -------- --------
Gross profit.......................................... 3,842 3,530 12,098 12,891
Operating expenses........................................ 3,966 5,646 12,177 13,794
Restructuring charge...................................... -- 552 -- 552
--------- -------- -------- --------
Total operating expense and restructuring charge.......... 3,966 6,198 12,177 14,346
Operating profit (loss)............................... (124) (2,668) (79) (1,455)
Other income (expense)
Interest (expense)...................................... (210) (262) (685) (813)
Other income (expense) - net............................ 377 (389) 613 (309)
--------- -------- -------- --------
167 (651) (72) (1,122)
Income (Loss) before income tax........................... 43 (3,319) (151) (2,577)
Income tax expense (benefit).............................. 1 (82) 14 117
--------- -------- -------- --------
Net income (loss)..................................... 42 (3,237) (165) (2,694)
Retained earnings at beginning of period ................. 4,293 11,046 4,500 10,503
--------- -------- -------- --------
Retained earnings at end of period ....................... $ 4,335 $ 7,809 $ 4,335 $ 7,809
========= ======== ======== ========
Net income (loss) per common and common equivalent share $0.01 ($0.92) ($0.05) ($0.77)
Number of common and common equivalent shares ............ 3,552,795 3,506,839 3,575,332 3,506,839
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
Selfix, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
September 30, 1995 September 24, 1994
<S> <C> <C>
Cash flows from operating activities:
Net (loss)............................................... $ (165) $ (2,694)
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation and amortization.......................... 1,944 1,870
Amortization of intangible assets...................... 367 1,202
Deferred income tax expense............................ -- 368
Provision for losses on accounts receivable............ 92 438
Provision for losses on notes receivable............... -- 57
(Gain) on sale of fixed assets......................... (78) (9)
Provision for restructuring charges.................... -- 552
Amortization of bond premium........................... 65 --
Changes in assets and liabilities
(Increase) in accounts receivable...................... (1,886) (2,995)
Decrease in inventories................................ 110 457
(Increase) decrease in refundable income taxes......... 328 (229)
Decrease in prepaid expenses and deposits.............. 10 63
(Increase) decrease in other assets.................... (39) 419
Decrease in notes and other receivables................ 1,693 2
Increase (decrease) in accounts payable................ (786) 176
Increase (decrease) in accrued liabilities............. (507) 1,086
--------- ---------
Total adjustments.................................... 1,313 3,457
--------- ---------
Net cash provided by operating activities............ 1,148 763
Cash flows from investing activities:
Purchase of property, plant and equipment-(net)......... (761) (1,693)
Decrease in marketable securities....................... 408 212
Purchase of treasury stock.............................. (264) --
Restricted cash - Industrial Revenue Bond............... 5 1,045
--------- ---------
Net cash (used in) investing activities.............. (612) (436)
Cash flows from financing activities:
Borrowings from bank.................................... -- 1,500
Payments on borrowings.................................. (155) (2,197)
Payment of capital lease obligation..................... (20) (17)
Exercise of common stock options........................ 23 11
--------- ---------
Net cash (used in) financing activities.............. (152) (703)
</TABLE>
6
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ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
Selfix, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
September 30, 1995 September 24, 1994
----------------- ----------------
<S> <C> <C>
Effect of exchange rate changes on cash.......................... (20) (18)
-------- --------
Net increase (decrease) in cash and cash equivalents....... 364 (396)
Cash and cash equivalents at beginning of period................. 4,859 4,391
-------- --------
Cash and cash equivalents at end of period....................... $ 5,223 $ 3,995
======== ========
Supplemental disclosures of cash flow information
Cash paid (received) during the period for
Interest and swap fees....................................... $ 623 $ 670
Income taxes, net............................................ $ (325) $ (28)
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
SELFIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
1. The condensed consolidated financial statements included herein as of
September 30, 1995 and September 24, 1994, and for the thirteen and
thirty-nine weeks ended September 30, 1995 and September 24, 1994 are
unaudited and, in the opinion of the Company, reflect all adjustments
(which include normal recurring accruals) necessary for the fair
presentation of the financial position and the results of operations
and cash flows.
2. These financial statements are presented in accordance with the
requirements of Form 10-Q and, consequently, may not include all
disclosures normally required by generally accepted accounting
principles or those normally in the Company's audited annual financial
statements. Accordingly, the Company's audited consolidated financial
statements and notes thereto, included in its Annual Report on Form
10-K, should be read in conjunction with the accompanying condensed
consolidated financial statements.
3. The 1994 financial statements include certain reclassifications which
were necessary to conform the presentation of the results of
operations and changes in financial condition to the third quarter of
1995.
4. Inventories are summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
-------- --------
<S> <C> <C>
Finished Goods $3,241 $2,344
Work-in-Process 1,000 1,406
Raw Materials 1,342 1,900
------ ------
$5,583 $5,650
====== ======
</TABLE>
5. The provision for income taxes for 1995 reflects the taxes on income
of foreign subsidiaries.
The provision for income taxes as of September 24, 1994 reflects a
change in the deferred tax valuation allowance due to a change in the
8
<PAGE> 9
ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
SELFIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
(Unaudited)
estimate of the future realization of net future tax deductions.
The Company sustained significant losses during the thirty-nine weeks
ended September 24, 1994. The current tax benefit for the thirty-nine
weeks ended September 24, 1994 reflects the amount available from
carrybacks.
The Company's net deferred tax position consists of the tax
effect of timing differences for, among other matters, inventory and
receivable valuation reserves, accruals, the tax effect of estimated
net operating loss carryforwards and tax credit carryforwards offset
by a valuation allowance.
6. Income (loss) per share has been computed by dividing net income
(loss) for the thirteen weeks ended September 30, 1995 and September
24, 1994 by 3,552,795 and 3,506,839 common shares, respectively. For
the thirty-nine weeks ended September 30, 1995 and September 24,
1994, income (loss) per share has been computed by dividing net
income (loss) by 3,575,332 and 3,506,839 common shares respectively.
Common share equivalents included in the computation of common and
common equivalent shares represent shares issuable upon assumed
exercise of the stock options using the treasury stock method.
Common share equivalents are not included under the treasury stock
method when their effect is antidulitive.
7. During the third and fourth quarter of 1994, the Company recorded a
$1.7 million charge relating to costs of severance and termination
benefits paid or accrued for a change in the level and composition of
employees, termination of existing employee arrangements, inventory
adjustments and fixed asset write-downs related to product lines to
be discontinued. As of December 31, 1994 approximately $.3 million
of obsolete inventory reserves and $.7 million of accrued severance
9
<PAGE> 10
ITEM I - FINANCIAL STATEMENTS
FORM 10-Q
SELFIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
(Unaudited)
benefits remained on the Company's books. The amount of cash
paid for severance benefits and obsolete inventory disposed of in 1995
is detailed as follows:
<TABLE>
<CAPTION>
OBSOLETE SEVERANCE
INVENTORY BENEFITS
----------- ------------
<S> <C> <C>
Balance at 12/31/94 $.3 million $.7 million
Changes to reserves .3 million .6 million
----------- -----------
Balance at 9/30/95 $ - $.1 million
=========== ===========
</TABLE>
8. On December 13, 1994, the Company's Board of Directors approved
the 1995 Employee Stock Purchase Plan which allows eligible
employees of the Company to acquire up to 200,000 shares of the
Company's common stock. On July 11, 1995 the shareholders
approved the plan.
On May 9, 1995, options outstanding aggregating 460,000 shares
were cancelled and reissued at prices ranging from $6.00 to $8.00
which exceeded the market price at the date of reissuance.
On September 27, 1995, the Company's Board of Directors granted
80,000 options to certain key employees at prices ranging from $6.00
to $8.00 which exceeded the market price on the date of issuance.
Also on that date, 20,000 options were granted to outside directors at
$5.375 which equaled the market price. An additional 10,000 options
were granted effective October 9, 1995 to a certain key employee at
prices ranging from $6.00 to $8.00 which exceeded the market price on
the date of issuance.
9. Subsequent event:
On October 24, 1995 the Company completed the acquisition of the
common stock of Mericon Child Safety Products, a division of the
Denshaw Corporation, Inc. Total consideration amounted to
approximately $2,231,000 which consisted of 250,000 shares of the
Company's common stock, and $856,000 in cash.
10
<PAGE> 11
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
In the discussion and analysis that follows all references to 1995 and
1994 refer to the 13 and 39 week periods ended September 30, 1995 and September
24, 1994. The following amounts are in thousands of dollars.
RESULTS OF OPERATIONS FOR THE 13 WEEKS ENDED SEPTEMBER 30, 1995 AND
SEPTEMBER 24, 1994
Net sales decreased $139 (1%) from 1994 due to reduced activity at the
Company's foreign subsidiaries. Partially offsetting these variances were
increased sales of the home improvement product line and reduced return and
allowance and trade promotion expense. Last year the Company initiated an
assessment of customer and market trends. As a result of these actions,
certain expense accruals for returns and allowances and trade promotions were
provided for last year.
Cost of goods sold as a percentage of sales decreased to 62.8% from
66.2% last year. The decrease is primarily associated with reduced inventory
reserves for obsolete, slow moving and discontinued items that were recorded
last year as part of the assessment of customer and market trends. Excluding
these reserves, cost of goods sold increased to 62.8% from 61.8% last year
primarily reflecting an increase in resin prices. The Company expects that
material costs will continue to adversely impact gross margins over the balance
of the year compared to 1994. Additionally, the Company continues to review
product line profitability and strategic fit to determine whether to continue
providing certain lines to customers. As part of this review, it is expected
that further operational efficiencies may be identified. This review is
expected to result in additional inventory and other reserves in the fourth
quarter.
11
<PAGE> 12
Operating expenses decreased to 38.4% of sales compared to 54.0% for
the same period last year. This decrease is primarily associated with the
absence of actual expenditures or reserves for bad debt, product development,
employee costs and increased amortization associated with the write-down of
certain intangible assets recorded last year as a result of the assessment of
customers and market trends. Also contributing to the decrease in the
operating expense percentage were reduced general and administrative expenses
associated with lower professional service and employee procurement costs, and
reduced amortization expense resulting from the write-down of certain
intangible assets to their net realizable values last year.
Interest expense decreased $52 due to the expiration of swap
agreements at one of the Company's subsidiaries.
During the period, other income increased to $377 from the other
expense of $389 recorded last year due to the absence of charges associated
with the write-off of certain non-compete and consulting fees recorded last
year in conjunction with the Company's assessment of customer and market
trends. Also contributing to the increase was the settlement of a lawsuit for
a lower amount than originally estimated, increased gains on fixed asset sales
and lower balance deficiency fees.
Income tax expense increased $83 compared to the same period last
year. The increase is associated with the absence of domestic tax credits
recorded in conjunction with the pre-tax loss recorded last year.
RESULTS OF OPERATIONS FOR THE 39 WEEKS ENDED SEPTEMBER 30, 1995 AND
SEPTEMBER 24, 1994
Net sales increased $192 (1%) compared to last year due to increased
sales of the home improvement product category and increased sales at the
Company's Canadian subsidiary. These
12
<PAGE> 13
increases were largely offset by reduced activity at the Company's other
foreign subsidiaries and lower export sales.
Cost of goods sold as a percentage of sales increased to 61.8% from
59.1% last year. Excluding the inventory reserves recorded last year as part
of the assessment of customers and market trends, the cost of goods sold
percentage for 1994 was 57.6%. The increase compared to 1994 excluding the
additional inventory reserves recorded last year is due to increased resin
prices, a decrease compared to an increase last year in overhead absorption and
provisions to inventory reserves. Also contributing to the increase in the
cost of goods sold percentage were increased electricity costs. Electricity
costs were lower in 1994 due to refunds which ended in the fourth quarter of
last year.
On a year-to-date basis operating expenses decreased to 38.4% of sales
compared to 43.8% last year. The decrease is primarily associated with the
absence of actual expenditures or reserves for bad debt, product development,
employee costs and increased amortization associated with the write-down of
certain intangible assets recorded last year in conjunction with the assessment
of customers and market trends. In addition, the operating expense percentage
decreased due to lower amortization of certain intangible assets due to the
write-down last year of these assets to their net realizable values. Also
contributing to the reduced operating expense percentage were lower general and
administrative expenses resulting from decreased employee procurement,
contributions, franchise tax and professional service expense.
Interest expense decreased to $685 from $813 primarily as a result of
the non-renewal of a swap agreement at one of the Company's subsidiaries.
Other income increased to $613 compared to other expense of $309 for
the comparable period last year. The increase is associated with the absence
of certain non-compete and
13
<PAGE> 14
consulting fees written off last year as part of the Company's assessment of
customers and market trends. Also contributing to the increase was the
settlement of a lawsuit for a lower amount than originally estimated, increased
gains on fixed asset sales, foreign currency gains and lower balance deficiency
fees.
Income tax expense decreased to $14 from $117 due to lower domestic
taxes associated with net operating loss carryforwards available to the
Company.
FINANCIAL CONDITION
Working capital increased $1,059 during the 39 week period primarily
due to an increase in accounts receivable.
Cash provided by operating activities increased $385 compared to the
39 week period last year. The increase is primarily associated with the
reduction in the net loss and the receipt of the settlement payment from the
patent infringement suit. Also contributing to the increase was a lower
increase in accounts receivable and the receipt of refundable income taxes.
These positive cash inflows were partially offset by decreases in accounts
payable and accrued liabilities compared to increases last year. The positive
cash inflows were also reduced by lower intangible amortization resulting from
the write-down of certain intangible assets last year and a lower decrease in
inventory levels.
Sales of the Company's products are generally lower in the first and
fourth quarter of the calendar year. Net earnings vary proportionately more
than the variation in sales due to the effect of fixed costs. Results of
operations for the 13 and 39 week periods ended September 30, 1995 are not
necessarily indicative of the results to be expected for the 52 week period
ending December 30, 1995.
14
<PAGE> 15
As of September 30, 1995 the Company's working capital was $12,085.
Management believes that this capital is adequate to finance foreseeable
operating needs. The Company's line of credit has expired and the Company is
currently negotiating for an expanded line of credit to finance acquisitions
and short-term borrowing requirements.
15
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - None
ITEM 2. Changes in Securities - Not Applicable
ITEM 3. Default Upon Senior Securities - Not Applicable
ITEM 4. Submission of Matters to a Vote of Security Holders - Not Applicable
ITEM 5. Other Information - On November 7, 1995 the Company announced
that it had signed a letter of intent to
acquire Studio RTA for a combination of
cash and stock. Studio RTA is a Vernon,
California marketer of computer
furniture, multimedia workstations and
organization accessories with projected
1995 sales of $22 million. The Company
announced that it plans to operate Studio
RTA as a wholly owned stand-alone
subsidiary.
ITEM 6. A. Exhibits And Reports - Not applicable.
16
<PAGE> 17
SIGNATURE PAGE
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.
SELFIX, INC.
By: /s/ James E. Winslow
-------------------------
James E. Winslow
Senior Vice President
Chief Financial Officer
Dated: November 10, 1995
17
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,223
<SECURITIES> 521
<RECEIVABLES> 7,920
<ALLOWANCES> 1,155
<INVENTORY> 5,583
<CURRENT-ASSETS> 18,421
<PP&E> 22,563
<DEPRECIATION> 13,197
<TOTAL-ASSETS> 29,008
<CURRENT-LIABILITIES> 6,336
<BONDS> 9,344
<COMMON> 36
0
0
<OTHER-SE> 13,292
<TOTAL-LIABILITY-AND-EQUITY> 29,008
<SALES> 31,689
<TOTAL-REVENUES> 31,689
<CGS> 19,591
<TOTAL-COSTS> 19,591
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 92
<INTEREST-EXPENSE> 685
<INCOME-PRETAX> (151)
<INCOME-TAX> 14
<INCOME-CONTINUING> (165)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (165)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
