DEPARTMENT 56 INC
10-Q, 1998-10-22
POTTERY & RELATED PRODUCTS
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<PAGE>
                                       
                                   FORM 10-Q
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:    October 3, 1998
                                -------------------------------------------

Commission file number:  1-11908
                       ----------------------------------------------------
                                       
                                Department 56, Inc.
                  -----------------------------------------------
               (Exact name of registrant as specified in its charter)


               Delaware                                    13-3684956
            ----------------                           -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)


        One Village Place, 6436 City West Parkway, Eden Prairie, MN  55344
        ------------------------------------------------------------------
                     (Address of principal executive offices)
                                    (Zip Code)

                                  (612) 944-5600
               (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
     -------        -------

     As of October 3, 1998, 18,076,896 shares of the registrant's common 
stock, par value $.01 per share, were outstanding.

<PAGE>
                                     
                       PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                     DEPARTMENT 56, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      OCTOBER 3,    JANUARY 3,
                                                            1998          1998
                                                      ----------    ----------
<S>                                                   <C>           <C>
                                ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                            $  2,164      $ 37,361
   Accounts receivable, net                              114,405        23,004
   Inventories                                            26,699        18,070
   Other current assets                                   11,561         9,311
                                                        --------      --------
      Total current assets                               154,829        87,746

PROPERTY AND EQUIPMENT, net                               15,176        12,753
GOODWILL, TRADEMARKS AND OTHER, net                      158,254       159,042
OTHER ASSETS                                                 121           154
                                                        --------      --------
                                                        $328,380      $259,695
                                                        --------      --------
                                                        --------      --------
                                       
                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Revolving line of credit                             $ 75,500      $    -
   Current portion of long-term debt                      20,000        20,000
   Accounts payable                                       10,161         9,973
   Other current liabilities                              23,007        16,916
                                                        --------      --------
      Total current liabilities                          128,668        46,889

DEFERRED TAXES                                             6,151         6,151
LONG-TERM DEBT                                            20,000        20,000
STOCKHOLDERS' EQUITY                                     173,561       186,655
                                                        --------      --------
                                                        $328,380      $259,695
                                                        --------      --------
                                                        --------      --------
</TABLE>
                                       
          See notes to condensed consolidated financial statements.

<PAGE>
                                       
                    DEPARTMENT 56, INC. AND SUBSIDIARIES
                                       
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                       QUARTER       QUARTER
                                                        ENDED         ENDED
                                                      OCTOBER 3,    OCTOBER 4,
                                                         1998          1997
                                                         ----          ----
<S>                                                   <C>           <C>
NET SALES                                                $71,512       $61,602
COST OF SALES                                             29,808        25,845
                                                         -------       -------
   Gross profit                                           41,704        35,757
OPERATING EXPENSES:
   Selling, general, and administrative                   14,318        12,074
   Amortization of goodwill, trademarks and other          1,258         1,144
                                                         -------       -------
     Total operating expenses                             15,576        13,218
                                                         -------       -------
INCOME FROM OPERATIONS                                    26,128        22,539
OTHER EXPENSE (INCOME)
   Interest expense                                        1,623         1,069
   Other, net                                                (71)         (142)
                                                         -------       -------
INCOME BEFORE INCOME TAXES                                24,576        21,612
PROVISION FOR INCOME TAXES                                 9,585         8,537
                                                         -------       -------
NET INCOME                                               $14,991       $13,075
                                                         -------       -------
                                                         -------       -------
NET INCOME PER COMMON SHARE                              $  0.82       $  0.63
                                                         -------       -------
                                                         -------       -------
NET INCOME PER COMMON SHARE ASSUMING DILUTION            $  0.81       $  0.63
                                                         -------       -------
                                                         -------       -------
</TABLE>
                                       
        See notes to condensed consolidated financial statements.

<PAGE>
                                       
                    DEPARTMENT 56, INC. AND SUBSIDIARIES
                                       
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                      39 WEEKS      40 WEEKS
                                                        ENDED         ENDED
                                                      OCTOBER 3,    OCTOBER 4,
                                                         1998          1997
                                                         ----          ----
<S>                                                   <C>           <C>
NET SALES                                               $190,459      $165,895
COST OF SALES                                             79,112        69,660
                                                        --------      --------
   Gross profit                                          111,347        96,235
OPERATING EXPENSES:
   Selling, general, and administrative                   39,618        34,568
   Amortization of goodwill, trademarks and other          3,668         3,432
   Recovery of import duties                                 (65)         (370)
                                                        --------      --------
     Total operating expenses                             43,221        37,630
                                                        --------      --------
INCOME FROM OPERATIONS                                    68,126        58,605
OTHER EXPENSE (INCOME)
   Interest expense                                        3,364         3,240 
   Other, net                                               (490)       (1,159)
                                                        --------      --------
INCOME BEFORE INCOME TAXES                                65,252        56,524
PROVISION FOR INCOME TAXES                                25,651        22,327
                                                        --------      --------
NET INCOME                                              $ 39,601      $ 34,197
                                                        --------      --------
                                                        --------      --------
NET INCOME PER COMMON SHARE                             $   2.10      $   1.63
                                                        --------      --------
                                                        --------      --------
NET INCOME PER COMMON SHARE ASSUMING DILUTION           $   2.06      $   1.62
                                                        --------      --------
                                                        --------      --------
</TABLE>

          See notes to condensed consolidated financial statements.

<PAGE>
                                       
                    DEPARTMENT 56, INC. AND SUBSIDIARIES
                                       
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In thousands)


<TABLE>
<CAPTION>
                                                      39 WEEKS      40 WEEKS
                                                        ENDED         ENDED
                                                      OCTOBER 3,    OCTOBER 4,
                                                         1998          1997
                                                      ----------    ----------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net cash used in operating activities                $(49,363)     $(22,996)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of property and equipment                    (3,248)       (1,202)
   Acquisitions                                           (4,660)          -
                                                        --------      --------
      Net cash used in investing activities               (7,908)       (1,202)
                                                        --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from exercise of stock options                 2,648         1,059
   Net borrowings under revolving credit facility         75,500         2,487
   Stock repurchases                                     (56,074)      (23,039)
                                                        --------      --------
      Net cash provided by (used in) financing
         activities                                       22,074       (19,493)
                                                        --------      --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                (35,197)      (43,691)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          37,361        46,405
                                                        --------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                $2,164        $2,714
                                                        --------      --------
                                                        --------      --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for:
       Interest                                           $2,897        $3,004
       Income taxes                                      $22,498       $20,024

</TABLE>
                                       
             See notes to condensed consolidated financial statements.

<PAGE>
                                       
                      DEPARTMENT 56, INC. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated balance sheet as of January 3, 
1998 was derived from the audited consolidated balances as of that date.  The 
remaining accompanying condensed consolidated financial statements are 
unaudited and, in the opinion of management, include all adjustments 
necessary for a fair presentation. Such adjustments were of a normal 
recurring nature.

     The results of operations for the quarter ended October 3, 1998 and the 
39 weeks ended October 3, 1998 are not necessarily indicative of the results 
for the full fiscal year.

     It is suggested that these financial statements be read in conjunction 
with the consolidated financial statements and notes thereto included in the 
1997 Annual Report to Stockholders and Annual Report on Form 10-K filed by 
Department 56, Inc. (the "Company") with the Securities and Exchange 
Commission.

2.   INCOME PER COMMON SHARE

     Net income per common share is calculated by dividing net income by the 
weighted average number of shares outstanding during the period.  Net income 
per common share assuming dilution reflects per share amounts that would have 
resulted had the Company's outstanding stock options been converted to common 
stock.

3.   STOCKHOLDERS' EQUITY

     On April 29, 1998, the Board of Directors of the Company authorized a 
stock repurchase program providing for the repurchase in open market and 
privately negotiated transactions of up to an additional 1.5 million shares 
valid through the end of the Company's 1999 fiscal year.  The timing, prices 
and number of shares repurchased under these programs will be determined at 
the discretion of the Company's management and subject to continued 
compliance with the Company's credit facilities.  During the quarter ended 
October 3, 1998, the Company repurchased 608,000 shares at a cost of $20.6 
million.  During the 39 weeks ended October 3, 1998, the Company repurchased 
1,614,000 shares at a cost of $56.1 million.  As of October 3, 1998, the 
Company was authorized to repurchase 687,000 additional shares under these 
programs.

4.        ACQUISITIONS

     During January 1998, the Company acquired substantially all of the 
assets of the independent sales representative organization that represented 
the Company's products in California and several other western states.  Also 
during January 1998, the Company acquired the inventory and certain other 
assets of its Canadian distributor.  During May 1998, the Company acquired 
substantially all of the assets of the independent sales representative 
organization that represented the Company's products in New York and several 
other eastern states.

<PAGE>

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF RESULTS OF OPERATIONS FOR THE QUARTER ENDED OCTOBER 3, 1998 TO 
THE QUARTER ENDED OCTOBER 4, 1997.

<TABLE>
<CAPTION>
                                      Quarter                   Quarter
                                       Ended                     Ended
                                   October 3, 1998            October 4, 1997
                                   ---------------            ---------------
                                           (Dollars in millions)
                                             % of                      % of
                                 Dollars   Net Sales     Dollars     Net Sales
                                 -------   ---------     -------     ---------
<S>                              <C>       <C>           <C>         <C>
Net sales                          $71.5         100%      $61.6           100%
Gross profit                        41.7          58        35.8            58

Selling, general, and
   administrative expenses          14.3          20        12.1            20

Amortization of goodwill,
   trademarks and other              1.3           2         1.1             2

Income from operations              26.1          37        22.5            37

Interest expense                     1.6           2         1.1             2

Other income, net                   (0.1)          -        (0.1)           -

Income before income taxes          24.6          34        21.6            35

Provision for income taxes           9.6          13         8.5            14

Net income                          15.0          21        13.1            21

</TABLE>

     NET SALES.  Net sales increased $9.9 million, or 16%, from $61.6 million 
in the third quarter of 1997 to $71.5 million in the third quarter of 1998.  
Sales of the Company's Village Series products increased $7.3 million, or 
19%, while sales of General Giftware products increased $2.6 million, or 11% 
between the two periods.  Village Series and General Giftware products 
represented 64% and 36%, respectively, of the Company's net sales during the 
third quarter of 1998.

     GROSS PROFIT.  Gross profit increased $5.9 million, or 17%, between the 
third quarter of 1997 and the third quarter of 1998. The increase in gross 
profit was principally due to the increase in sales volume.  Gross profit as 
a percentage of net sales was 58% during the third quarter of both 1997 and 
1998.

<PAGE>

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.   Selling, general and 
administrative expenses increased $2.2 million, or 19%, between the third 
quarter of 1997 and the third quarter of 1998 principally due to a 93% 
increase in marketing expenses and a 23% increase in distribution expenses.  
Marketing expenses increased principally due to costs incurred in connection 
with the new Snowbabies Friendship Club and a shift in the timing of certain 
other marketing expenditures.  Selling, general and administrative expenses 
as a percentage of sales was 20% during the third quarter of both 1997 and 
1998.

     INCOME FROM OPERATIONS.   Income from operations increased $3.6 million, 
or 16%, between the third quarter of 1997 and the third quarter of 1998 due 
to the factors described above. Income from operations was 37% of net sales 
during the third quarter of both 1997 and 1998.

     INTEREST EXPENSE.   Interest expense increased $0.6 million, or 52%, 
between the third quarter of 1997 and the third quarter of 1998 principally 
due to increased borrowings under the revolving line of credit in 1998 offset 
by the payment of $20 million of long term debt during 1997.

     PROVISION FOR INCOME TAXES.   The effective tax rate was 39.5% and 39.0% 
during the third quarter of 1997 and 1998, respectively.

<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF RESULTS OF OPERATIONS FOR THE 39 WEEKS ENDED OCTOBER 3, 1998 TO 
THE 40 WEEKS ENDED OCTOBER 4, 1997.

<TABLE>
<CAPTION>
                                      39 Weeks                 40 Weeks
                                        Ended                   Ended
                                   October 3, 1998         October 4, 1997
                                   ---------------         ---------------
                                           (Dollars in millions)
                                             % of                      % of
                                 Dollars   Net Sales     Dollars     Net Sales
                                 -------   ---------     -------     ---------
<S>                              <C>       <C>           <C>         <C>
Net sales                         $190.5         100%     $165.9           100%
Gross profit                       111.3          58        96.2            58

Selling, general, and
   administrative expenses          39.6          21        34.6            21

Amortization of goodwill,
   trademarks and other              3.7           2         3.4             2

Recovery of import duties           (0.1)          -        (0.4)            -

Income from operations              68.1          36        58.6            35

Interest expense                     3.4           2         3.2             2

Other income, net                   (0.5)          -        (1.2)           (1)

Income before income taxes          65.3          34        56.5            34

Provision for income taxes          25.7          13        22.3            14

Net income                          39.6          21        34.2            21

</TABLE>

     NET SALES.  Net sales increased $24.6 million, or 15%, from $165.9 
million in 1997 to $190.5 million in 1998.  Sales of the Company's Village 
Series products increased $17.5 million, or 16%, while sales of General 
Giftware products increased $7.1 million, or 12% between the two periods.  
Village Series and General Giftware products represented 66% and 34%, 
respectively, of the Company's net sales in 1998.

     GROSS PROFIT.  Gross profit increased $15.1 million, or 16%, between 
1997 and 1998. The increase in gross profit was principally due to the 
increase in sales volume.  Gross profit as a percentage of net sales was 58% 
during both 1997 and 1998.

<PAGE>

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.   Selling, general and 
administrative expenses increased $5.0 million, or 15%, between 1997 and 1998 
principally due to a 90% increase in marketing expenses and a 23% increase in 
distribution expenses.  Marketing expenses increased principally due to costs 
incurred in connection with the new Snowbabies Friendship Club and a shift in 
the timing of certain other marketing expenditures.  Selling, general and 
administrative expenses as a percentage of sales was 21% in both 1997 and 
1998.

     INCOME FROM OPERATIONS.   Income from operations increased $9.5 million, 
or 16%, between 1997 and 1998 due to the factors described above. Income from 
operations as a percentage of sales increased from 35% in 1997 to 36% in 1998.

     INTEREST EXPENSE.   Interest expense increased $0.1 million, or 4%, 
between 1997 and 1998 principally due to increased borrowings under the 
revolving line of credit in 1998 offset by the payment of $20 million of long 
term debt during 1997.

     PROVISION FOR INCOME TAXES.   The effective tax rate was 39.5% and 39.3% 
during 1997 and 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     The principal sources of the Company's liquidity are its available cash 
balances, internally generated cash flow and a revolving credit agreement 
which provides letters of credit, bankers' acceptances and, if required, 
short-term seasonal borrowings.  The Company believes that these sources of 
liquidity will be more than adequate to fund operations, capital expenditures 
and required principal payments on its term loan for the next 12 months.

     The Company maintains a revolving credit agreement providing for 
borrowings of up to $90 million (subject to certain limitations) including 
letters of credit and bankers' acceptances.  At October 3, 1998, the Company 
had $75.5 million of outstanding loans and acceptances and $1.6 million of 
outstanding letters of credit under its revolving line of credit. The 
available revolving line of credit commitment was $12.9 million.

     Consistent with customary practice in the giftware industry, the Company 
offers extended accounts receivable terms to many of its customers. This 
practice has typically created significant working capital requirements in 
the second and third quarters that the Company has generally financed with 
net cash balances, internally generated cash flow and seasonal borrowings. 
The Company's net cash balances peak in December, following the collection of 
accounts receivable with extended payment terms.      Accounts receivable 
increased $14.4 million from $100.0 million at October 4, 1997 to $114.4 
million at October 3, 1998 principally due to the increase in sales in 1998 
as compared to 1997.

     On April 29, 1998, the Board of Directors of the Company authorized a 
stock repurchase program providing for the repurchase in open market and 
privately negotiated transactions of up to an additional 1.5 million shares 
valid through the end of the Company's 1999 fiscal year.  The timing, prices 
and number of shares repurchased under these programs will be determined at 
the discretion of the Company's management and subject to continued 
compliance with the Company's credit facilities.  During the quarter ended 
October 3, 1998, the Company repurchased 608,000 shares at a cost of $20.6 
million.  During the 39 weeks ended October 3, 1998, the Company repurchased 
1,614,000 shares at a cost of $56.1 million.  As of October 3, 1998, the 
Company was authorized to repurchase 687,000 additional shares under these 
programs.

<PAGE>

YEAR 2000

     In 1997, the Company began a project to replace its primary operating and 
financial computing systems with a new integrated computer system. The 
Company plans to have the new integrated system, which is designed to improve 
access to business information, operational at the end of first quarter 1999. 
The vendor of the core software program for the new integrated system has 
indicated that this system will substantially address Year 2000 
requirements, and the Company does not anticipate that it will experience any 
material disruption to its transaction processing operations or financial or 
accounting functions as a result of the failure of any of its systems to be 
Year 2000 compliant. The Company has established the target date of new 
system implementation at the end of first quarter 1999 so that, in the event 
substantial compliance with Year 2000 needs is not achieved by that time, the 
remainder of 1999 can be utilized to achieve necessary functionality.

     Total expenditures (aside of internal labor costs) for implementation 
of the new system up to the point of substantial operational reliance and 
integration with existing business processes is expected to be approximately 
$4.5 million. Hardware, software, and certain project costs will be 
capitalized and amortized over their useful lives. All other costs will be 
expensed as incurred.

     The Company believes that substantial completion of the integrated 
system implementation by the end of first quarter 1999 will allow it to be 
substantially Year 2000 compliant. There can be no assurance, however, that 
the systems of third parties on which the Company relies will be Year 2000 
compliant in a timely manner. An interruption of the Company's ability to 
conduct its business due to a Year 2000 problem with a third party could have 
a material adverse effect on the Company. The Company's product vendor and 
customer bases are fragmented, and generally are not dependent on computer 
control or systematization of their business operations. Management, 
therefore, believes that the greatest risks presented by potential Year 2000 
failures of third parties are those which would affect the general economy or 
certain industries, such as may occur if there were insufficient electric 
power or other utilities needed for the Company's operations or manufacture 
of its products or insufficient reliable means of transporting the Company's 
products. The statements concerning future matters are "forward-looking 
statements" and actual results may vary.

FOREIGN EXCHANGE

     The dollar value of the Company's assets abroad is not significant. The 
Company's sales are denominated in United States dollars and, as a result, 
are not subject to changes in exchange rates.

     The Company imports most of its products from manufacturers located in 
the Pacific Rim, primarily The People's Republic of China, Taiwan (Republic 
of China) and The Philippines.  These transactions are principally 
denominated in U.S. dollars, except for imports from Taiwan which are 
principally denominated in New Taiwan dollars.  The Company, from time to 
time, will enter into foreign exchange contracts or build currency deposits 
as a partial hedge against currency fluctuations. The Company intends to 
manage foreign exchange risks to the extent possible and take appropriate 
action where warranted.  The Company's costs could be adversely affected if 
the currencies of the countries in which the manufacturers operate appreciate 
significantly relative to the U.S. dollar.

EFFECT OF INFLATION

     The Company continually attempts to minimize any effect of inflation on 
earnings by controlling its operating costs and selling prices.  During the 
past few years, the rate of inflation has not had a material impact on the 
Company's results of operations. 

<PAGE>
                                       
SEASONALITY AND CUSTOMER ORDERS

     The Company generally records its highest level of sales during the 
second and third quarters as retailers stock merchandise in anticipation of 
the holiday season. The Company can also experience fluctuations in quarterly 
sales and related net income compared with the prior year due to timing of 
receipt of product from suppliers and subsequent shipment of product from the 
Company to customers.

                            CUSTOMER ORDERS ENTERED (1)
                                   (IN MILLIONS)

<TABLE>
<CAPTION>
                           1st       2nd       3rd       4th
                           Qtr       Qtr       Qtr       Qtr     Total
                           ---       ---       ---       ---     -----
<S>                       <C>       <C>       <C>        <C>     <C>
          1996            $178      $35       $28        $8      $249
          1997             161       44        34         6       245
          1998             174       50         37        -        -
</TABLE>

     (1)   Customer orders entered are orders received and approved by the 
Company, subject to cancellation for various reasons, including credit 
considerations, inventory shortages and customer requests.

     Historically, principally due to the timing of trade shows early in the 
calendar year and the limited supply of the Company's products, the Company 
has received the majority of its orders in the first quarter of each year. 
The Company entered 66% and 71% of its total annual customer orders during 
the first quarter of both 1997 and 1996, respectively.  Cancellations were 
approximately 8% and 6% of total annual orders in 1997 and 1996, respectively.

      The Company shipped and recorded as net sales approximately 90% and 92% 
of its annual customer orders in 1997 and 1996, respectively.  Orders not 
shipped in a particular period, net of cancellations, returns, allowances and 
cash discounts, are carried into backlog. The backlog was $61.2 million as of 
October 3, 1998, as compared to $64.5 million as of October 4, 1997.

     Through the third quarter of 1998, customer orders entered increased 9% 
as compared to the same period for 1997.  Customer orders entered for Village 
Series products have increased 10% through the third quarter of 1998 while 
customer orders entered for General Giftware products have increased 7%.

     Certain General Giftware products have lower gross profit rates than the 
Company's average gross profit rate.  In addition, from time to time, the 
Company liquidates product at lower than average gross profit rates.  As a 
result, gross profit may vary depending on the mix of product shipped.

<PAGE>
                                       
                          PART II  -  OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  11.1 Computation of net income per share.

     (b)  A Current Report on Form 8-K, dated April 30, 1998, was filed 
reporting in Item 5 thereof and containing no financial statements. A Current 
Report on Form 8-K, dated July 31, 1998, was filed reporting in Item 5 
thereof and containing no financial statements.

<PAGE>
                                       
                                  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.


                              DEPARTMENT 56, INC.


Date:     October 22, 1998    /s/Susan E. Engel
                              -----------------
                              Susan E. Engel
                              Chairwoman, Chief Executive Officer and Director



Date:     October 22, 1998    /s/Timothy J. Schugel
                              ---------------------
                              Timothy J. Schugel
                              Vice President - Finance and Principal 
                              Accounting Officer


<PAGE>
                                       
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT                           EXHIBIT                PAGE
     NUMBER                             NAME                 NUMBER
     -------                            ----                 ------
<S>                 <C>                                      <C>
     11.1           Computation of net income per share.         
</TABLE>


<PAGE>


Exhibit 11.1
                                       
                             DEPARTMENT 56, INC.
                     COMPUTATION OF NET INCOME PER SHARE
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                         Quarter       Quarter
                                                          Ended         Ended
                                                        October 3,    October 4,
                                                           1998          1997
                                                           ----          ----
<S>                                                     <C>           <C>
BASIC:
Net Income                                                $14,991      $13,075
                                                          -------      -------
                                                          -------      -------
Weighted average number of common shares outstanding       18,295       20,714

Net Income per Common Share                               $  0.82      $  0.63
                                                          -------      -------
                                                          -------      -------
ASSUMING DILUTION:
Net Income                                                $14,991      $13,075
                                                          -------      -------
                                                          -------      -------
Weighted average number of common shares outstanding       18,295       20,714

The number of shares resulting from the assumed
exercise of stock options reduced by the number
of shares which could have been purchased with
the proceeds from such exercise, using the average
market price during the period                                262          190
                                                          -------      -------
Weighted average number of common and
 common equivalent shares                                  18,557       20,904
                                                          -------      -------
Net Income per Common Share Assuming Dilution             $  0.81      $  0.63
                                                          -------      -------
                                                          -------      -------
</TABLE>

<PAGE>
                                       
                              DEPARTMENT 56, INC.
                      COMPUTATION OF NET INCOME PER SHARE
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                        39 Weeks     40 Weeks
                                                          Ended        Ended
                                                       October 3,    October 4,
                                                           1998         1997
                                                           ----         ----
<S>                                                    <C>          <C>
BASIC:
Net Income                                                $39,601      $34,197
                                                          -------      -------
                                                          -------      -------
Weighted average number of common shares outstanding       18,890       20,989

Net Income per Common Share                               $  2.10      $  1.63
                                                          -------      -------
                                                          -------      -------
ASSUMING DILUTION:
Net Income                                                $39,601      $34,197
                                                          -------      -------
                                                          -------      -------
Weighted average number of common shares outstanding       18,890       20,989

The number of shares resulting from the assumed
exercise of stock options reduced by the number
of shares which could have been purchased with
the proceeds from such exercise, using the average
market price during the period                                294          128
                                                          -------      -------
Weighted average number of common and
 common equivalent shares                                  19,184       21,117
                                                          -------      -------
                                                          -------      -------
Net Income per Common Share Assuming Dilution             $  2.06      $  1.62
                                                          -------      -------
                                                          -------      -------
</TABLE>



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<CIK>0000902270 
<NAME>DEPARTMENT 56,INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               OCT-03-1998
<CASH>                                           2,164
<SECURITIES>                                         0
<RECEIVABLES>                                  114,405
<ALLOWANCES>                                         0
<INVENTORY>                                     26,699
<CURRENT-ASSETS>                               154,829
<PP&E>                                          15,176
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 328,380
<CURRENT-LIABILITIES>                          128,668
<BONDS>                                         20,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   328,380
<SALES>                                        190,459
<TOTAL-REVENUES>                               190,459
<CGS>                                           79,112
<TOTAL-COSTS>                                   79,112
<OTHER-EXPENSES>                                43,221
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,364
<INCOME-PRETAX>                                 65,252
<INCOME-TAX>                                    25,651
<INCOME-CONTINUING>                             39,601
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    39,601
<EPS-PRIMARY>                                     2.10
<EPS-DILUTED>                                     2.06
        

</TABLE>


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