STIMSONITE CORP
10-Q, 1996-05-15
OPTICAL INSTRUMENTS & LENSES
Previous: CELLULAR TECHNICAL SERVICES CO INC, 10-Q, 1996-05-15
Next: EZCORP INC, 10-Q, 1996-05-15



                   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 quarter ended March 31, 1996

        [ ]    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
             For the transition period from _________ to __________

                         Commission file number 0-22978

                             STIMSONITE CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                   36-3718658
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization )                 Identification Number)

            7542 N. Natchez Avenue
               Niles, Illinois                            60714
   (Address of principal executive offices)             (Zip Code)

                                 (847) 647-7717
              (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 [ ]

The  number  of  shares  of the  registrant's  common  stock,  $.01  par  value,
outstanding as of April 30, 1996 was 8,850,900.
<PAGE>

<TABLE>
<CAPTION>

                             STIMSONITE CORPORATION

                                      Index

                                                                                         Page
<S>           <C>                                                                        <C>
Part I.       Financial Information

Item 1.       Condensed Consolidated Financial Statements
                      Condensed Consolidated Statements of Operations                       3
                      Condensed Consolidated Balance Sheets                               4-5
                      Condensed Consolidated Statement of Cash Flows                        6
                      Notes to Condensed Consolidated Financial Statements                7-8

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                        9-13

Part II.      Other Information

Item 6.       Exhibits and Reports on Form 8-K                                             14

</TABLE>
<PAGE>
                     STIMSONITE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Dollars in Thousands Except Share Information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Quarter Ended                             Year Ended
                                                       ---------------------------------       ---------------------------------
                                                             3/31/96            4/2/95               3/31/96            4/2/95
                                                             -------            ------               -------            ------

<S>                                                          <C>                 <C>                 <C>                <C>    
Net sales  ......................................            $13,425             $7,911              $73,633            $55,498
Cost of goods sold ..............................              9,030              4,878               45,777             27,294
                                                       --------------    ---------------       --------------    ---------------

Gross profit ....................................              4,395              3,033               27,856             28,204

Operating expenses:
     Selling and administrative .................              3,845              2,695               14,299             11,593
     Research and development ...................                792                750                3,131              2,496
     Amortization of intangibles ................                709                697                2,827              2,763
                                                       --------------    ---------------       --------------    ---------------
Total operating expenses  .......................              5,346              4,142               20,257             16,852
                                                       --------------    ---------------       --------------    ---------------

Operating income (loss)  ........................               (951)            (1,109)               7,599             11,352

Interest expense ................................                674                522                2,758              1,917
Joint venture partnership loss ..................               ---                 ---                  111                197
Other (income)  .................................               ---                 ---                  ---               (206)
                                                       --------------    ---------------       --------------    ---------------

Income (loss) before provision for income
  taxes and extraordinary item  .................             (1,625)            (1,631)               4,730              9,444

Provision (benefit) for income taxes  ...........               (633)              (650)               2,131              3,585
                                                       --------------    ---------------       --------------    ---------------
Net income (loss)  ..............................              ($992)             ($981)              $2,599             $5,859
                                                       ==============    ===============       ==============    ===============


Income (loss) per common and common equivalent share:

Net income (loss) ...............................             ($0.11)            ($0.11)               $0.29              $0.64
                                                       ==============    ===============       ==============    ===============


Average number of common and
  common equivalent shares outstanding ..........          9,033,201          9,087,730            9,097,701          9,084,874
                                                       ==============    ===============       ==============    ===============
</TABLE>



See Accompanying Notes
<PAGE>

                  STIMSONITE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                                        3/31/96             12/31/95
                                                                                       -------             --------
                                                                                      (Unaudited)          (Audited)
                                      ASSETS

<S>                                                                                       <C>                 <C>
Current assets
       Cash and cash equivalents.....................................                        $343                $251            

       Trade accounts receivable, less allowance for doubtful
            accounts of $1,076 and $895 .............................                      13,782              18,144

       Inventories...................................................                      16,440              14,848

       Prepaid expenses and other....................................                       1,085                 901              

       Deferred tax assets...........................................                       1,365               1,365
                                                                                    --------------     ---------------

                              Total current assets...................                      33,015              35,509     

Property, plant and equipment, net...................................                      12,100              11,890   

Intangible assets, net...............................................                      16,155              16,884               

Deferred financing costs, net........................................                         789                 892

Long-term deferred tax assets and other..............................                       2,440               2,421
                                                                                    --------------     ---------------

                              Total Assets...........................                     $64,499             $67,596   
                                                                                    ==============     ===============
</TABLE>



See Accompanying Notes
<PAGE>
                     STIMSONITE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                                        3/31/96             12/31/95
                                                                                       -------             --------
                                                                                      (Unaudited)          (Audited) 

                                   LIABILITIES

<S>                                                                                       <C>                 <C>
Current liabilities:
          Accounts payable...........................................                      $5,508              $7,008

          Current maturities of long-term debt ......................                       3,391               3,243

          Accrued income taxes.......................................                         838               1,527

          Other accrued expenses.....................................                       4,863               4,254
                                                                                    --------------     ---------------

                   Total current liabilities.........................                      14,600              16,032

Accrued post-retirement benefits.....................................                         631                 631

Long-term debt.......................................................                      24,490              24,703  
                                                                                    --------------     ---------------
                   Total liabilities.................................                      39,721              41,366  



                              STOCKHOLDERS' EQUITY

          Total stockholders' equity.................................                      24,778              26,230
                                                                                    --------------     ---------------

                   Total Liabilities and Stockholders' Equity........                     $64,499             $67,596
                                                                                    ==============     ===============

</TABLE>


See Accompanying Notes
<PAGE>

                     STIMSONITE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Dollars in Thousand)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             Quarter Ended                      Year Ended
                                                                       ---------------------------      ---------------------------
                                                                           3/31/96         4/2/95           3/31/96        4/2/95
                                                                           -------         ------           -------        ------
<S>                                                                         <C>            <C>               <C>            <C>
Cash flows from operating activities:
      Net income (loss) .............................................        $(992)         $(981)           $2,599         $5,859
           Adjustments to reconcile net income (loss) to net
               cash provided by operating activities:
               Depreciation .........................................          759            495             2,830          1,942
               Amortization of intangibles, deferred financing
                    costs and discount on long-term debt  ...........          832            746             3,298          3,048
               Provision for uncollectible accounts .................           -              -                303            259
               Deferred income taxes ...............................            -              -             (1,204)          (145)
               Extraordinary item  ..................................           -              -                 -             143
               Joint venture partnership loss  ......................           -              -                111            197

           Changes in assets and liabilities:
               Trade account receivables  ...........................        4,362          3,063             2,618         (2,565)
               Inventories  .........................................       (1,592)        (2,285)           (3,676)        (2,552)
               Prepaid expenses and other  .........................          (184)          (126)             (139)          (178)
               Accounts payable  ...................................        (1,487)           399            (3,451)         1,675
               Other accrued expenses  .............................            47           (113)              (52)          (139)
               Accrued employee benefits  ..........................           471           (616)              212            376
               Accrued warranty  ...................................            78            100               188           (173)
               Accrued income taxes  ...............................          (689)        (1,553)              522         (1,222)
                                                                       ------------    -----------      ------------   ------------

                 Net cash provided by (used in) operating activities         1,605           (871)            4,159          6,525
                                                                       ------------    -----------      ------------   ------------

Cash flows from investing activities:
      Purchase of property, plant and equipment  ...................          (969)          (535)           (4,186)        (2,418)
      Acquisition of Pave-Mark .....................................            -              -             (7,961)            -
      Investment in joint venture partnership  .....................           (19)           (30)             (100)          (214)
      Other  .......................................................            -              (3)             (100)          (203)
                                                                       ------------    -----------      ------------   ------------
                    Net cash used in investing activities  .........          (988)          (568)          (12,347)        (2,835)
                                                                       ------------    -----------      ------------   ------------
Cash flows from financing activities: 
      Net proceeds from the issuance of common stock ...............            45             -                160             10
      Payment to reacquire common stock  ..........................           (298)            -               (792)            -
      Payments on notes receivable on common stock  ................            -              30                31             30
      Proceeds from long-term debt  ................................           450          2,000            11,250          2,500
      Payments on long-term debt  ..................................          (515)          (777)           (2,833)        (6,181)
      Cash overdraft ..............................................             -              -                926             -
      Financing fees paid in connection with debt refinancing ......            -              -               (151)           (35)
                                                                       ------------    -----------      ------------   ------------
                    Net cash provided by (used in)
                        financing activities  ......................          (318)         1,253             8,591         (3,676)

                    Effect of exchange rate changes on cash .........         (207)            19              (256)             3
                                                                       ------------    -----------      ------------   ------------

Net increase (decrease) in cash and cash equivalents ................           92           (167)              147             17
Cash and cash equivalents, beginning of period ......................          251            363               196            179
                                                                       ------------    -----------      ------------   ------------
Cash and cash equivalents, end of period  ...........................         $343           $196              $343           $196
                                                                       ============    ===========      ============   ============

Supplemental disclosure of cash flow information:
      Cash paid during the period for interest  .....................         $571           $433            $2,366         $1,737
                                                                       ============    ===========      ============   ============
      Cash paid during the period for income taxes  .................         $155           $903            $2,984         $4,376
                                                                       ============    ===========      ============   ============

</TABLE>
See Accompanying Notes
<PAGE>

                       NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                             (Dollars in Thousands)
                                  (Unaudited)


Note 1 - Financial Information

The  condensed  consolidated  financial  statements  included  herein  have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted  pursuant to or as permitted by such
rules and  regulations,  although the Company  believes that the disclosures are
adequate to make the  information  presented not  misleading.  In the opinion of
management,  the financial  information  presented reflects all adjustments that
are necessary to a fair statement of results for the interim  period  presented.
Such adjustments are of a normal recurring  nature.  These financial  statements
should be read in conjunction  with the  consolidated  financial  statements and
footnotes thereto in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 Form 10-K").

The Company's business is highly seasonal and accordingly  comparative  trailing
full year information is provided.  The financial information included herein at
March 31,  1996 and for the  periods  ended  March 31, 1996 and April 2, 1995 is
unaudited and, in the opinion of the Company,  reflects all  adjustments  (which
include normal recurring adjustments) necessary for the fair presentation of the
Company's financial position as of that date and results of operations for those
periods. The information in the condensed consolidated balance sheet at December
31,  1995 was  derived  from the  Company's  consolidated  financial  statements
included in the 1995 Form 10-K.


Note 2 - Inventories

Inventories consist of the following:

                                       3/31/96          12/31/95
                                       -------          --------
                                     (Unaudited)        (Audited)
Raw materials                           $4,816            $4,735
Work in process                          4,065             4,062
Finished goods                           7,559             6,051
                                        ------            ------
                                       $16,440           $14,848
                                        ======            ======


<PAGE>

Note 3 - Income Taxes

The differences  between the statutory federal income tax rate and the effective
tax rates for the  quarters and years ended March 31, 1996 and April 2, 1995 are
as follows:

<TABLE>
<CAPTION>

                                             Qtr Ended   Year Ended     Qtr Ended  Year Ended
                                             ---------   ----------     ---------  ----------
                                                 March 31, 1996             April 2, 1995
                                           ------------------------    ---------------------- 

<S>                                           <C>           <C>           <C>          <C>
Statutory rate                                (34.0)        34.0          (34.0)       34.0

State franchise rate                           (5.0)         5.0           (5.0)        5.0

Inability to utilize foreign
     operating losses                           1.0          6.8                        1.2

Net operating loss utilized                                                            (3.2)

Provision for contingencies                                  5.8

Reversal of opening domestic
     valuation allowance                                    (6.8)

Other items                                    (1.0)         0.3           (0.9)        1.0
                                           --------    ---------       --------    --------

                                              (39.0)        45.1          (39.9)       38.0
                                           ========    =========       ========    ========
</TABLE>

Note 4 - Subsequent Event


On April 25,  1996,  the  Company  purchased  20 acres of raw land in  Waukegan,
Illinois,  a  suburb  of  Chicago,  for  use  as  the  future  headquarters  and
manufacturing  facility for the Company. The purchase price of the land was $3.5
million  which was  financed by $2.8  million in short term debt and  borrowings
under the Company's bank credit facility.  The additional cost of completing the
facility  is  expected  to  approximate  $10.5  million  and is  expected  to be
completed  by the  middle  of 1997.  The  Company  anticipates  financing  these
additional costs as well as refinancing the $2.8 million in short term debt with
long term debt.  The Company is currently  in the early stages or arranging  for
the long term debt to finance  this  project,  and there can be no  guarante  or
assurance that such long term debt will be obtained.
<PAGE>

                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations


The  following  is a  discussion  and  analysis  of the  consolidated  financial
condition  and results of  operations  of the Company for the quarters and years
ended  March  31,  1996 and  April 2,  1995.  The  following  should  be read in
conjunction  with the condensed  consolidated  financial  statements and related
notes appearing elsewhere herein and the consolidated  financial  statements and
related notes contained in the 1995 Form 10-K.

The Company  manufactures and markets highway  delineation  products and optical
film used in a variety of applications where optical performance is important.


Seasonality and Quarterly Results
- - ---------------------------------
The Company's sales are highly seasonal.  The domestic  highway  maintenance and
construction  season tends to reach its peak in the second and third quarters of
the year, and domestic sales of the Company's  products are generally highest in
these  quarters.  While  interest  and  sales are also  seasonal,  international
maintenance and  construction  seasons vary from the domestic season and tend to
offset  somewhat  the  seasonality  of  domestic  sales.   International   sales
constituted  18.0% and 26.0% of net sales in the  first  quarters.  Because  the
Company  operates  with little  backlog,  sales in any given  quarter  generally
result from orders  booked and shipped in that quarter.  Accordingly,  net sales
and operating income are particularly sensitive to the timing of domestic market
demand and tend to be highest in the  second  and third  quarters,  whereas  net
sales and  operating  income  tend to be  reduced  during  the first and  fourth
quarters,  resulting in either  operating  losses or reduced  earnings for those
periods. In addition,  the Company's performance in any given quarter is further
affected by weather anomalies.


Results of Operations
- - ---------------------
The following table sets forth, for the periods indicated, the percentage of net
sales of certain  items in the  Company's  condensed  consolidated  statement of
operations and the percentage change in each item from the prior period.
<PAGE>
<TABLE>
<CAPTION>

                                       Percentage of        Percentage        Percentage of        Percentage
                                         Net Sales          Change from         Net Sales          Change from
                                       Quarter Ended           Prior           Year Ended             Prior
                                     3/31/96     4/2/95       Period       3/31/96    4/2/95         Period
                                     -------     ------       ------       -------    ------         ------

<S>                                   <C>        <C>          <C>          <C>        <C>            <C>  
Net sales                             100.0%     100.0%        69.7%      100.0%     100.0%         32.7%

Cost of goods sold                     67.3       61.7         85.1         62.2       49.2          67.7

Gross profit                           32.7       38.3         44.9         37.8       50.8          (1.2)

Selling and administrative             28.6       34.1         42.7         19.4       20.9          23.3

Research and development                5.9        9.5          5.6          4.3        4.5          25.4

Amortization of intangibles             5.3        8.8          1.7          3.8        5.0           2.3

Operating income (loss)                (7.1)     (14.0)        14.2         10.3       20.5         (33.0)

Interest expense                        5.0        6.6         29.1          3.7        3.5          43.9

Joint venture partnership loss          -          -            -            0.2        0.4         (43.7)

Income (loss) before provision
  for income taxes                    (12.1)     (20.6)         0.4          6.4       17.0         (49.9)

Net income (loss)                      (7.4)     (12.4)         1.1          3.5       10.6         (55.6)
</TABLE>

Quarter Ended  March 31, 1996
Compared to
Quarter Ended  April 2, 1995

Net sales of $13.4 million for the quarter ended March 31, 1996  increased  $5.5
million or 69.7% over the  comparable  fiscal  1995  quarter.  Domestic  highway
delineation  sales  increased by 112%  compared  with the first quarter of 1995.
Excluding  the  effect of the  Company's  thermoplastic  operations,  which were
acquired in the second quarter of 1995, domestic highway delineation and optical
film revenues advanced 25%.  International sales increased by 15% in the quarter
but were  virtually  even with last year's first  quarter  after  excluding  the
effect of the acquired business. The disappointing  performance in international
markets  results from the soft market demand in certain  European  markets and a
deferral of expected orders in the Asian markets.

<PAGE>

Cost of goods sold for the first  quarter of 1996 totaled $9.0 million  compared
to $4.9  million in 1995.  As a  percentage  of net  sales,  costs of goods sold
increased  from 61.7% in the first  quarter of 1995 to 67.3% in 1996.  Excluding
the  effect of the  acquired  thermoplastic  business,  cost of goods  sold as a
percentage of net sales was 57.2% in the 1996 period  compared to 61.7% in 1995.
The acquired  thermoplastic  business has historically generated a substantially
lower gross margin than  Stimsonite's  other operations.  International  cost of
goods as a percentage of net sales increased due to product mix and reduced unit
selling  prices in response to competition  in foreign  markets,  while domestic
cost of goods  as a  percentage  of net  sales  decreased  due to  product  mix,
manufacturing efficiencies and the spreading of fixed plant administration costs
over higher sales volume.

Gross  margin of 33%  achieved  in the first  quarter of 1996  compares to a 38%
gross margin  achieved in the same period of 1995.  Excluding  the effect of the
acquired business, gross margin increased slightly compared to the margin earned
in 1995.

Selling  and  administrative  expenses  for the first  quarter of 1996 were $3.8
million, an increase of $1.1 million.  The increase was largely  attributable to
the acquired  operations  and increased  domestic sales  commissions  related to
sales product mix. Excluding the effect of the thermoplastic operations, selling
and  administrative  expenses  were $2.9  million  in the first  quarter of 1996
compared to $2.7 million in 1995.

Research and development  expenses were essentially  flat as increased  spending
for new product  development and  improvements in existing  product quality were
offset by lower tooling  expenses.  As a percentage  of net sales,  research and
development expenses were 5.9% in the 1996 period compared to 9.5% in 1995.

Interest  expense was $0.7  million in the first  quarter of 1996 an increase of
$0.2 million  compared to 1995. The increase was primarily  related to increased
debt resulting from the acquisition.


Year Ended  March 31, 1996
Compared to
Year Ended  April 2, 1995

Net sales for the year ended  March 31,  1996 were $73.4  million an increase of
$18.1 million or 32.7%  compared to the year ended April 2, 1995.  Excluding the
effect of the  thermoplastic  acquisition,  net sales  decreased $2.0 million or
3.6%.

Cost of goods sold for the year  ended  March 31,  1996  totaled  $45.8  million
compared to $27.3 million in 1995. The 67.7%  increase was primarily  related to
the  acquisition  and product  mix.  Excluding  the effect of the  thermoplastic
acquisition, cost of goods sold was $28.6 million for the year 1996 period.

Selling and  administrative  expenses  for the year ended March 31, 1996 totaled
$14.3 million,  an increase of $2.7 million or 23.3% compared to a year earlier.
The increase was principally a result of the  acquisition.  Excluding the effect
of this acquisition,  selling and administrative expenses were $11.5 million for
the 1996 period.

<PAGE>

Research  and  development  expenses for the year ended March 31, 1996 were $3.1
million  compared to $2.5 million a year earlier.  As a percentage of net sales,
research and  development  expenses  were 4.3% for the year ended March 31, 1996
compared to 4.5% for a year earlier.

Interest expense for the year ended March 31, 1996 was $2.8 million, an increase
of $0.8  million  or  43.9%  compared  to the year  earlier.  The  increase  was
primarily related to increased debt resulting from the acquisition.



Liquidity and Capital Resources
- - -------------------------------

The Company finances working capital  expenditures  through internally generated
funds, revolving credit and working capital borrowings. During the quarter ended
March 31,  1996,  the Company  repaid $0.1 million in excess of advances on bank
debt as the result of minimal changes in working capital requirements.

The Company's sales are highly  seasonal,  with domestic  revenues tending to be
highest in the second and third quarter of the year consistent with the domestic
highway maintenance and construction season. The Company builds working capital,
principally  accounts  receivable  and  inventory,  during  the second and third
quarters to support  sales.  Positive  cash flow from  operations  is  generally
realized in the third  quarter as cash  collections  are higher than  production
levels  and in the  fourth  quarter  of  the  year  as  production  and  related
expenditures   seasonally   decline  and  accounts   receivable  are  collected.
Conversely,  the Company generally  experiences  negative cash flow in the first
quarter,  when sales are lower,  and in the second quarter,  when the Company is
building working capital but has not yet collected  revenues from second quarter
sales. The Company has historically borrowed funds available under its revolving
credit facilities to fund working capital during these quarters.  As a result of
seasonal fluctuations and lower than expected working capital needs, the Company
realized  $1.6 million from  operating  activities in the first quarter of 1996,
compared to  expending  $0.9 million in the first  quarter of 1995.  The Company
realized  $4.1 million  from  operating  activities  in the year ended the first
quarter of 1996, compared to $6.5 million from operating  activities in the year
ended the first quarter of 1995.  Lower operating  income was the primary reason
for the decrease in cash flow from operating activities.

Excluding amounts expended for the Company's new facility in Waukegan, Illinois,
the Company expects capital expenditure  spending for additions and replacements
to  approximate  $4.0  million  in each of 1996  and  1997  with  funding  to be
principally  provided from internally generated funds. Maximum permitted capital
expenditure levels under the Company's credit agreement are $3.5 million in each
of 1996 and 1997 as adjusted for unused spending capacity in the immediate prior
year. To the extent necessary to meet its capital expenditure requirements,  the
Company  intends to seek  approval  from its  lenders;  however  there can be no
assurance that such approval, if required, could be obtained.

<PAGE>

The Company currently uses the major portion of its  manufacturing  capacity and
intends to expand this capacity in 1997. In April 1996, the Company  purchased a
20 acre  site in  Waukegan,  Illinois  for use as the  future  headquarters  and
manufacturing  facility for the Company. The purchase price of the land was $3.5
million  which was  financed by $2.8  million in short term debt and  borrowings
under the Company's bank credit facility.  The additional cost of completing the
facility  is  expected  to  approximate  $10.5  million  and is  expected  to be
completed  by the  middle  of 1997.  The  Company  anticipates  financing  these
additional costs as well as refinancing the $2.8 million in short term debt with
long term borrowings.

In  October  1995 the board of  directors  authorized  the  repurchase  of up to
500,000 shares of the Company's  common stock. As of March 31, 1996, the Company
had purchased 94,000 shares of its common stock at an average price of $8.42 per
share.  Completion  of this stock  repurchase  program  will be  dependent  upon
approval of the Company's lenders under the credit agreement.

At March 31,  1996,  the  Company's  outstanding  borrowings  under  its  credit
facility consisted of $14.6 million of term loans and $13.3 million in revolving
loans.  At March 31, 1996, the additional  amount  available under the revolving
loan portion of the credit  agreement after  consideration of all borrowing base
limitations and outstanding  loans was $3.7 million.  The Company is required to
make scheduled  payments  under its credit  facility of $3.2 million in 1996 and
$3.8  million  in 1997.  The  Company  intends to meet  these  obligations  with
internally generated funds.

The Company  expects that cash flow from  operations  and  borrowings  under the
credit  facility will be  sufficient  to fund working  capital needs and capital
expenditures  and make mandatory  principal  payments under its credit  facility
through 1997. The Company is currently seeking additional  financing to fund the
construction of its new manufacturing and corporate headquarters.

From time to time, the Company  considers  possible  acquisitions  of businesses
complimentary  to the  Company's  business.  It is likely  that any  significant
acquisition would be funded with additional long term debt.

This Form 10-Q contains "forward looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995, including (without limitation)
statements as to  expectations,  beliefs and future  financial  performance  and
assumptions  underlying the foregoing relating to product demand,  international
prospects, ability to meet short and long term debt requirements,  expected cash
flow from operations,  and projected capital spending levels. The actual results
or outcomes  could differ  materially  from those  discussed  in the  particular
forward looking  statements based on a number of factors,  including (i) changes
in economic conditions and (ii) pricing and other actions taken by competitors.

<PAGE>

                           Part II - Other Information
                           ---------------------------





Item 6 - Exhibits and Reports of Form 8-K

(A)    Exhibits
       11.1-Statement Regarding Computation of Per Share Earnings.

(B)    Reports on Form 8-K
       There were no reports on Form 8-K filed  during the  quarter  ended March
       31, 1996.


<PAGE>


                              SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) 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.

Dated May 15, 1996                 STIMSONITE CORPORATION


                                   THOMAS C. RATCHFORD
                                   -------------------
                                   Thomas C. Ratchford
                                   Vice President-Finance, Treasurer,
                                   Secretary and Chief Financial Officer
                                   (Its Duly Authorized Officer and 
                                   Principal Financial and Accounting Officer)




<PAGE>


                                  Exhibit Index
                                  -------------


                                                                     Sequential
Exhibit                                                                 Page
Number                Description                                      Number
- - ------                -----------                                      ------


11.1     Statement Regarding Computation of Per Share Earnings           17

27.1     Financial Data Schedule                                         18



                           STIMSONITE CORPORATION
                        COMPUTATION OF PER SHARE EARNINGS
                                   (Unaudited)
                                                                   Exhibit 11.1

<TABLE>
<CAPTION>


                                                     Quarter Ended                   Year Ended
                                                 ----------------------        ---------------------
Description                                      3/31/96         4/2/95        3/31/96        4/2/95
                                                 -------         ------        -------        ------

<S>                                             <C>            <C>            <C>           <C>      
Average shares outstanding ................     8,856,400      8,903,900      8,899,129     8,903,317

Net additional shares assuming
  dilutive stock options exercised
  and proceeds used to purchase
  treasury shares at fair market
  value ...................................       160,542        156,759        176,259       154,472

Options issued within one year
  prior to the initial filing date
  of the registration statement
  for an initial public offering
  in accordance with Staff
  Accounting Bulletin No. 83 ..............        16,259         27,071         22,313        27,085
                                              -----------    -----------    -----------   -----------

Average number of common
  shares and common equivalent
  shares outstanding ......................     9,033,201      9,087,730      9,097,701     9,084,874
                                              ===========    ===========    ===========   ===========

Net income (loss) .........................   ($  992,000)   ($  981,000)   $ 2,599,000   $ 5,859,000
                                              ===========    ===========    ===========   ===========

Per share data:
Net income (loss) .........................   ($     0.11)   ($     0.11)   $      0.29   $      0.64
                                              ===========    ===========    ===========   ===========
</TABLE>



<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  INFORMATION  EXTRACTED  FROM FORM 10-Q FOR THE
QUARTERLY  PERIOD  ENDED  MARCH 31,  1996 AND IS  QUALIFIED  IN ITS  ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q.

</LEGEND>
<CIK>                                       0000876400
<NAME>                          STIMSONITE CORPORATION
<MULTIPLIER>                                     1,000
<CURRENCY>                                     dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                MAR-31-1996
<EXCHANGE-RATE>                                 1.000
<CASH>                                            343
<SECURITIES>                                        0
<RECEIVABLES>                                  14,858
<ALLOWANCES>                                    1,076 
<INVENTORY>                                    16,440
<CURRENT-ASSETS>                               33,015
<PP&E>                                         23,642
<DEPRECIATION>                                 11,542
<TOTAL-ASSETS>                                 64,499
<CURRENT-LIABILITIES>                          14,600
<BONDS>                                             0
                               0
                                         0
<COMMON>                                           89
<OTHER-SE>                                     24,689 
<TOTAL-LIABILITY-AND-EQUITY>                   64,499
<SALES>                                        13,425 
<TOTAL-REVENUES>                               13,425
<CGS>                                           9,030
<TOTAL-COSTS>                                   9,030
<OTHER-EXPENSES>                                5,346 
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                674
<INCOME-PRETAX>                                (1,625)
<INCOME-TAX>                                     (633)
<INCOME-CONTINUING>                              (992)
<DISCONTINUED>                                      0 
<EXTRAORDINARY>                                     0 
<CHANGES>                                           0
<NET-INCOME>                                     (992)
<EPS-PRIMARY>                                    (.11)
<EPS-DILUTED>                                       0
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission