<PAGE> 1
UNITED STATES
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 the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22702
ROBERDS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0801335
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1100 East Central Avenue
Dayton, Ohio 45449-1888
(Address of principal executive offices)
(513) 859-5127
(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 requirements
for the past 90 days.
Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
On July 31, 1996, 5,946,109 common shares, without par value, were outstanding.
Page 1 of 15
<PAGE> 2
ROBERDS, INC. AND SUBSIDIARY
INDEX
PAGE
NUMBER
------
PART 1. FINANCIAL INFORMATION:
ITEM 1. Financial Statements:
Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of
Operations - Three Months and Six
Months Ended June 30, 1996 and 1995 4
Condensed Consolidated Statements
of Cash Flows - Six Months Ended
June 30, 1996 and 1995 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2. Management's Discussion
and Analysis of Financial
Condition and Results
of Operations 8
PART II. OTHER INFORMATION:
ITEM 1. Legal Proceedings 13
ITEM 2-3. Inapplicable 14
ITEM 4. Submission of matters to a
Vote of Security Holders 14
ITEM 5. Inapplicable 14
ITEM 6. Exhibits and Reports
on Form 8-K 14
Page 2 of 15
<PAGE> 3
ROBERDS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
---------- --------
ASSETS
- - ------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 4,066 $ 2,410
Receivables:
Customers 1,650 2,591
Vendors and other 2,338 2,865
Merchandise inventories 57,896 41,377
Refundable income taxes 419
Prepaid expenses and other 2,025 1,632
Deferred tax assets 1,296 1,200
-------- --------
Total current assets 69,690 52,075
Property and equipment, net 100,239 81,310
Deferred tax assets 5,379 4,540
Certificates of deposit-restricted 2,811 2,566
Other assets 1,404 1,558
-------- --------
$179,523 $142,049
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 25,002 $ 13,246
Accrued expenses 7,215 6,556
Customer deposits 9,154 6,354
Accrued income taxes 112
Current maturities of
long term debt 3,300 2,747
-------- --------
Total current liabilities 44,671 29,015
Construction payables 1,521 860
Long term debt including capital leases 75,485 54,448
Deferred warranty revenue
and other 11,436 10,527
Shareholders' Equity:
Common shares 593 591
Additional paid-in capital 31,655 31,520
Retained earnings 14,162 15,088
-------- --------
Total shareholders' equity 46,410 47,199
-------- --------
$179,523 $142,049
======== ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page 3 of 15
<PAGE> 4
ROBERDS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
1996 1995 1996 1995
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales and service revenues $73,205 $71,405 $143,869 $139,538
Cost of sales 51,123 49,547 100,873 96,447
------- ------- -------- --------
Gross profit 22,082 21,858 42,996 43,091
Selling, delivery and
administrative expenses 23,279 19,520 44,896 38,925
Interest expense, net 1,312 1,000 2,571 1,581
Finance participation income (614) (622) (1,354) (1,186)
Other income, net (786) (770) (1,666) (1,639)
------- ------- -------- --------
(Loss) earnings before
income taxes (benefit) (1,109) 2,730 (1,451) 5,410
Income taxes (benefit) (390) 1,080 (525) 2,135
------- ------- -------- --------
Net (loss) earnings $ (719) $ 1,650 $ (926)$ 3,275
======= ======= ======== ========
Net (loss) earnings
per Common Share $ (.12) $ .28 $ (.16)$ .56
======= ======= ======== ========
Weighted average Common
Shares outstanding 5,927 5,892 5,924 5,889
======= ======= ======== ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page 4 of 15
<PAGE> 5
ROBERDS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND SIX MONTHS ENDED
CASH EQUIVALENTS JUNE 30,
-------------------
1996 1995
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings $ (926) $ 3,275
Adjustments to reconcile net (loss) earnings
to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,142 2,544
Loss on sale of fixed assets 102 (9)
Changes in assets and liabilities, net (786) ( 7,869)
-------- --------
Net cash provided by (used in)
operating activities 1,532 (2,059)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (21,613) (14,558)
Proceeds from sales of fixed assets 150 60
Other, net (95) 495
-------- --------
Net cash used in investing activities (21,558) (14,003)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (4,610) (1,008)
Borrowings of long-term debt 26,200 18,600
Issuance of common shares through
stock option plans 137 101
Debt issuance costs (45) (426)
-------- --------
Net cash provided by financing activities 21,682 17,267
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,656 1,205
CASH AND CASH EQUIVALENTS-beginning of period 2,410 110
-------- --------
CASH AND CASH EQUIVALENTS-end of period $ 4,066 $ 1,315
======== ========
CASH PAID FOR:
Interest, net of capitalized amount
of $333 in 1996 and $493 in 1995 $ 2,513 $ 1,692
======== ========
Income taxes $ 939 $ 3,067
======== ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page 5 of 15
<PAGE> 6
ROBERDS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE DATA)
A. BASIS OF PRESENTATION
The consolidated balance sheet at December 31, 1995 is condensed from the
audited financial statements. The accompanying unaudited condensed consolidated
balance sheet at June 30, 1996, the condensed consolidated statements of
operations for the three and six months ended June 30, 1996 and 1995, and the
condensed consolidated statements of cash flows for the six months ended June
30, 1996 and 1995, have been prepared by the Company in accordance with
generally accepted accounting principles and in the opinion of management
include all adjustments (which consist only of normal recurring adjustments)
necessary for a fair presentation of results of operations for the periods
presented.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or condensed. These financial statements should be read in
conjunction with the financial statements and the notes thereto for the year
ended December 31, 1995 included in Form 10-K. The results of operations for the
six months ended June 30, 1996 may not be indicative of the results for the year
ending December 31, 1996.
B. DEBT
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- --------------
<S> <C> <C>
Mortgage notes payable $40,823 $28,416
Revolving line of credit 20,400 10,300
Term loan agreement 4,900 5,600
Capital lease obligations 12,662 12,879
------- -------
78,785 57,195
Less current maturities 3,300 2,747
------- -------
$75,485 $54,448
======= =======
</TABLE>
The revolving line of credit expires in January 1998. The amount available under
the line is limited to the lesser of (i) $40,000 or (ii) an amount based upon a
percentage of eligible accounts receivable and inventory plus any expenditures
for leasehold improvements and store expansion for which the Company has
commitments for permanent financing. At June 30, 1996, approximately $33,162
was available under the line of which $20,400 was outstanding.
Page 6 of 15
<PAGE> 7
The line, the term loan agreement, and one of the mortgage notes contain certain
restrictive covenants including, among others, limitations on capital
expenditures and the payment of dividends, maintenance of minimum current and
fixed charge coverage ratios, and limitations on the amount of debt to net
worth.
C. INCOME TAXES
Deferred tax assets relate principally to the deferral of extended warranty
revenues over the lives of the contracts for financial reporting purposes versus
recognizing the revenues in the year of sale for income tax purposes.
Income taxes (benefit) consists of:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1996 1995
-------- --------
<S> <C> <C>
Currently payable:
Federal $ 290 $ 2,520
State and local 120 570
------ -------
410 3,090
Deferred (935) (955)
------ -------
$ (525) $ 2,135
====== =======
</TABLE>
D. CONTINGENCY
During 1994, the Ohio Bureau of Workers' Compensation ("the Bureau") completed
an examination of the Company's 1992 and 1993 Ohio workers' compensation tax
returns. As a result of that audit, the Bureau issued an assessment against the
Company for approximately $1,000. As a result of the Company's appeals and an
adjustment received in September 1995, the assessment was reduced to $871. The
assessment is based on the Bureau's reclassification of the majority of the
Company's Ohio employees into higher-rate classifications. The Company, in
consultation with legal counsel, believes it has meritorious defenses against
the assessment and is defending the assessment vigorously. At this time, it is
not possible to determine the final resolution of the assessment or its
financial impact, if any. If the Bureau is successful, the Company would likely
be liable for a similar adjustment, estimated to be approximately $1,300, for
the years subsequent to 1993. No amount has been accrued in the financial
statements for this contingency.
Page 7 of 15
<PAGE> 8
ROBERDS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS)
RESULTS OF OPERATIONS
For the first six months of 1996, sales increased by 3.1 percent over the six
months ended June 1995. Operations for the first six months of 1996 resulted in
a net loss of $(926) as compared to net earnings of $3,275 for the first six
months of 1995.
Sales for the three months ended June 1996 increased to $73,205 from $71,405 for
the three months ended June 1995, an increase of 2.5 percent. Comparable store
sales decreased 4.8 percent for the three months ended June 1996. Sales for the
first half of 1996 increased to $143,869 from $139,538 for the first half of
1995, an increase of 3.1 percent. Comparable store sales decreased 7.6 percent
for the first six months of 1996.
Contributing to the 1996 sales increase was additional volume from four new
showrooms opened during 1995, of which two were open for a portion of the first
half of 1995, and volume generated by pre-opening private sales in the new
Cincinnati market. Total and comparable store sales for the three and six months
ended June 1996 were adversely affected by the sharp slowdown in consumer
spending on big ticket goods that began in the fourth quarter of 1995 and
continued through the first half of 1996.
The percentage increase (decrease) in sales in the Company's three established
market areas follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
Total Comparable Total Comparable
Store Store Store Store
----- ---------- ----- ----------
<S> <C> <C> <C> <C>
Dayton 1% (2)% 1% (9)%
Atlanta 7 (7) 8 (6)
Tampa (5) (5) (3) (8)
</TABLE>
In addition to the slowdown in big ticket spending mentioned above, comparable
store sales in Atlanta appear to have been affected in the three months ended
June 1996 by the withdrawal of consumers from the Atlanta market as preparations
for the Olympics affected consumer's desire to shop. This slowdown is likely to
continue into August 1996. Sales in the Dayton and Atlanta market areas for the
first half of 1996 were also adversely affected by the severe
Page 8 of 15
<PAGE> 9
winter weather experienced during the first quarter of 1996. The Beavercreek,
Ohio store, which opened in April 1995, appears to have taken some sales from
the other Dayton-area stores, and adversely affected the comparable store sales
through April 1996 after which it became a "comparable store". Likewise, the
Fayetteville, Georgia store, which opened in September 1995, appears to be
taking some sales from another Atlanta area store. Additionally, after two years
of steady increases, total and comparable store sales in the Tampa market area
continued to slow as compared to the first three and six months of 1995. The
average store sales in Tampa remain below the Company's average and the Tampa
market was not profitable during the first three and six months of 1996.
For the three months ended June 1996, gross profit was $22,082, or 30.2 percent
of sales, as compared to $21,858, or 30.6 percent of sales, for the three months
ended June 1995. Gross profit for the six months ended June 1996 was $42,996, or
29.9 percent of sales, as compared to $43,091, or 30.9 percent of sales, for the
six months ended June 1995. The decrease in gross profit margin percentage for
the three and six month periods ended June 30, 1996 resulted from the Company
emphasizing a heavily promotional merchandising strategy combined with extended
financing in an attempt to attract additional store traffic and to respond to
competitive conditions, particularly in the consumer electronics and appliance
categories.
Gross margins for the first six months of 1996 by category were approximately 38
percent for furniture, 44 percent for bedding, 20 percent for major appliances
and 16 percent for consumer electronics. Gross margins for the first half of
1996, as compared to the first half of 1995, increased for bedding and decreased
slightly for furniture. Gross margins for appliances and consumer electronics
decreased significantly as a result of increased promotional advertising in
response to highly competitive conditions in these categories.
For the three months ended June 1996, selling, delivery, and administrative
expenses, which include occupancy costs, were $23,279, or 31.8 percent of sales,
as compared to $19,520 or 27.3 percent of sales, for the comparable period in
1995. Selling, delivery, and administrative expenses for the six months ended
June 1996 were $44,896, or 31.2 percent of sales, as compared to $38,925 or 27.9
percent of sales, for the comparable period in 1995. The increase in those
expenses as a percentage of sales for the three and six months ended June 1996
is primarily attributed to (i) an increase in finance charges for extended
financing programs offered to customers; (ii) pre-opening costs associated with
the entry into the Cincinnati market; (iii) costs associated with the new
warehouse in Fairborn, Ohio, that were absorbed by the Dayton market until
additional volume is generated by the entry into the Cincinnati market during
the second half of 1996; (iv) increased
Page 9 of 15
<PAGE> 10
expenses associated with advertising and promotion and; (v) costs associated
with the termination of a contract for a store site in Lakeland, Florida. The
three months ended June 1995 also included a reduction in the provision for
payments under the management incentive plan. Additionally, selling, delivery
and administrative expenses for the first half of 1996 include additional
expenses related to the consolidation of warehouse operations in the Dayton
market during the first quarter of 1996.
Interest expense, net of interest income, increased to $1,312 for the three
months ended June 1996 compared to $1,000 for the comparable period in 1995. For
the six months ended June 1996 and 1995, net interest expense was $2,571 and
$1,581 respectively. The increase in interest expense for the three and six
months ended June 1996 over the comparable period for 1995 reflects additional
indebtedness incurred to finance new stores and the new regional warehouse
located in Fairborn, Ohio. The increase in interest expense for the three months
ended June 1996 was partially offset by the capitalization of $227 of interest
as compared to $145 for the comparable period in 1995. Net interest expense for
the first six months of 1996 was reduced by $333 of capitalized interest, while
the first six months of 1995 was reduced by $493 of capitalized interest.
Finance participation income, which consists of income from participation in the
Company's private label credit card program, was $614, or 0.8 percent of sales,
for the three months ended June 1996, as compared to $622, or 0.9 percent of
sales, for the comparable period in 1995, and was $1,354, or 0.9 percent of
sales, for the six months ended June 1996, as compared to $1,186, or 0.9 percent
of sales, for the comparable period in 1995. While finance participation has
remained relatively stable during the first half of 1996 as compared to 1995, it
is likely the finance participation will decline during the third quarter of
1996 as the result of the initial influx of accounts into the private label
credit card program from the Cincinnati market entry. The balances on these
accounts will not yield participation to the Company during an initial period,
thus resulting in the anticipated decrease in the Company's participation.
Other income increased to $786 for the three months ended March 1996 as compared
to $770 for the comparable period in 1995. For the six months ended June 1996,
other income increased to $1,666 as compared to $1,639 for the comparable period
in 1995. The majority of other income consists of cash discounts and rental
income from tenants.
LIQUIDITY AND CAPITAL RESOURCES
Cash increased to $4,066 at June 30, 1996 as compared to $2,410 at December 31,
1995. During the first six months of 1996, inventories increased $16,519
primarily related to the entry into the
Page 10 of 15
<PAGE> 11
Cincinnati market area. The increase in inventories was partially funded through
an $11,756 increase in accounts payable as certain vendors offered the Company
extended payment terms for inventory purchased for the Cincinnati market entry.
Cash of $2,800 was generated from increased customer deposits primarily related
to products that have been sold but were not yet delivered.
The Company expended $21,613 during the first six months of 1996 on capital
expenditures related to the renovation of a former warehouse facility in
Cincinnati, Ohio into a showroom, the purchase of an existing retail facility in
Buckhead, Georgia, and the completion of construction of a new warehouse
facility in Fairborn, Ohio. The Fairborn warehouse is designed to support the
Company's continued growth in the Ohio area, and is strategically located so
that it can serve the Dayton and Cincinnati markets, as well as the planned
expansion into the Columbus market.
The Company's revolving bank line of credit agreement, which expires in January
1998, provides that availability under the line is limited to the lesser of (i)
$40,000 or (ii) an amount based upon a percentage of eligible accounts
receivable and inventory plus any expenditures for leasehold improvements and
store expansion for which the Company has commitments for permanent financing.
At June 30, 1996, $33,162 was available under the line, of which $20,400 was
outstanding. The line includes certain restrictive covenants including, among
others, limitations on capital expenditures and the payment of dividends,
maintenance of minimum current and fixed charge coverage ratios, and limitations
on the amount of debt to tangible net worth. Based on the Company's expansion
plans described below, certain of these covenants may need to be modified in
order for the Company to remain in compliance with such covenants. Based on the
Company's past working relationship with its primary lender, it is expected that
such modification will be obtained.
On July 4, 1996, the Company opened its new 314,000 square foot megastore in
Cincinnati, Ohio. The store represents the Company's entry into its fourth
market area and features a 250,000 square foot showroom, with the balance of the
space devoted to on-site warehousing for the market. The Company has announced
that it plans to enter the Columbus, Ohio market in 1997 with a facility similar
in size to the Cincinnati entry. The Company is presently evaluating sites for
the Columbus store.
In June 1996, the Company purchased an existing retail facility in the Buckhead
area of Atlanta, Georgia. Renovation of the Buckhead facility is anticipated to
be completed in the fourth quarter of 1996. Also planned for completion in 1996
is the renovation of a portion of the two former Dayton warehouse facilities,
which are attached to existing stores, into additional showroom space. In
connection with the new Buckhead showroom and renovation plans, the
Page 11 of 15
<PAGE> 12
Company expects to incur approximately $8,000 in capital expenditures during
the balance of 1996.
The previously announced plan to enter the Lakeland, Florida market, which is
part of the greater Tampa, Florida market, has been abandoned due to issues that
arose in the due diligence process. The Company is not currently pursuing any
sites in that market.
The Company expects to fund a portion of its working capital requirements and
the expansion plans described above through a combination of cash flow from
operations, normal trade credit, utilization of its revolving line of credit,
and long-term mortgage financing. The Company is considering potential debt or
equity transactions to fund its expansion plans into the Columbus, Ohio market.
The lack of availability of such debt or equity financing, or the inability to
obtain the modifications to the Company's bank line of credit described above,
could affect, or delay, the Company's ability to continue its expansion program
into the Columbus, Ohio market.
OUTLOOK
The Company will focus the majority of its resources over the next few quarters
on its entry into the Cincinnati market and renovation and opening of a new
showroom in Buckhead, Georgia. It will also continue to plan its entry into the
Columbus, Ohio market.
The Company's financial performance is influenced by consumer confidence,
interest rates, the general level of housing activity, and the general level of
economic activity in the United States. Since the later part of 1995 consumers
have been buying big ticket goods very cautiously, and then only when there have
been very attractive prices and financing packages offered to them. This has led
to a very sharp competitive situation, as the major retailers have struggled to
build volume in a difficult retailing environment. This situation will continue
to put pressure on product prices and margins, particularly in the electronics
and appliance categories.
Page 12 of 15
<PAGE> 13
PART II-OTHER INFORMATION
ITEM 1-LEGAL PROCEEDINGS
On February 28, 1994, the Company announced its earnings for the fourth quarter
and year ended December 31, 1993. Following that announcement, the Company's
stock price declined substantially. In March and April 1994, four lawsuits were
filed against the Company, certain of its directors, certain of its officers,
and its co-managing underwriters, in U.S. District Court for the Southern
District of Ohio. The suit alleges that investors were misinformed as to the
Company's prospects. Upon a motion by the Company, the suits were consolidated
into a single suit. As the result of motions by the Company and agreements
reached with the plaintiffs in the fourth quarter of 1995, the scope of the
plaintiffs' suit has been reduced to claims under sections 11 and 15 of the
Securities Act of 1933. The parties have agreed that the class of plaintiffs
includes all individuals who bought the Company's stock from the time of the
initial public offering in November 1993 through February 28, 1994, excluding
the defendants, their affiliates, any officers or directors of any of the
defendants and their affiliates, and members of the immediate families of such
officers and directors. The parties have also agreed on the representatives for
the class. The Company's initial public offering was completed at $13.00 per
share, and during the period from the completion of the offering through
February 28, 1994, the stock price ranged from $15.25 to $7.25. Discovery in the
suit has commenced and trial is scheduled for December 1996. At this time, it is
not possible to predict the outcome of the suit or to estimate the amount, if
any, of the Company's liability.
In August 1995, a former employee of the Company brought suit against the
Company and one of its managers alleging, among other things, wrongful
termination of the employee and sexual harassment of the employee's wife. The
suit, LAUDERMILK ET AL. VS. ROBERDS, INC. ET AL., was filed in the Court of
Common Pleas, Montgomery County, Ohio, case number 95-2766, and sought $100,000
in compensatory damages and $1.0 million in punitive damages. Without admitting
liability, the Company settled the suit in June 1996 by paying the plaintiff an
amount which the parties have agreed not to disclose, but which management of
the Company believes is not material to the Company.
In April 1996, a former employee of the Company filed suit in the Court of
Commons Pleas for Montgomery County, Ohio, ROUCH, ET. AL. VS. ROBERDS FURNITURE
& APPLIANCES, ET. AL., case number 96-1512. The complaint alleges that the
Company permitted certain unsafe conditions to exist in one of its Ohio
warehouses, which allegedly led to certain personal injuries sustained by the
plaintiff. The suit seeks $825,000 in compensatory damages and $800,000 in
punitive damages from the Company. The Company has referred the matter to its
insurance carriers. At this time, discovery has not
Page 13 of 15
<PAGE> 14
commenced and it is not possible to predict the outcome of the suit or to
estimate the amount of the Company's liability, if any.
In the ordinary course of its business, the Company is from time to time a party
in certain legal proceedings. In the opinion of management, the Company is not a
party to any litigation, other than as described above, that would have a
material adverse effect on its operations or financial condition if the
proceeding was determined adversely to the Company.
ITEM 2-CHANGES IN SECURITIES None.
ITEM 3-DEFAULTS UPON SENIOR SECURITIES None.
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Company's shareholders was held on May 21, 1996. Four
of the Company's directors were re-elected to two-year terms ending in 1998 upon
a vote as follows:
<TABLE>
<CAPTION>
Broker
Name For Withheld Abstain Non-Vote
- - ---- --- -------- ------- --------
<S> <C> <C> <C> <C>
Jerry L. Kirby 5,369,021 None 4,562 553,680
Howard W. Smith 5,369,021 None 4,562 553,680
Gilbert P. Williamson 5,369,021 None 4,562 553,680
Donald C. Wright 5,369,021 None 4,562 553,680
</TABLE>
Additionally, the Roberds, Inc. Amended and Restated Deferred Compensation
Plan for Outside Directors was approved upon a vote as follows:
<TABLE>
<S> <C>
For 5,325,003
Against 37,267
Abstain 11,313
Broker non-vote 553,680
</TABLE>
ITEM 5-OTHER INFORMATION None
ITEM 6-EXHIBITS AND REPORTS ON FORM 8-K
There were no reports filed by the Company on Form 8-K during the quarter ended
June 30, 1996.
Page 14 of 15
<PAGE> 15
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.
Roberds, Inc.
(Registrant)
Date August 2, 1996 /s/ Robert M. Wilson
-------------------------- ---------------------
Robert M. Wilson
Executive Vice President
Chief Financial Officer
Date August 2, 1996 /s/ Michael A. Bruns
-------------------------- ---------------------
Michael A. Bruns
Vice President
Controller
Chief Accounting Officer
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,066
<SECURITIES> 0
<RECEIVABLES> 4,038
<ALLOWANCES> 50
<INVENTORY> 57,896
<CURRENT-ASSETS> 69,690
<PP&E> 119,776
<DEPRECIATION> 19,537
<TOTAL-ASSETS> 179,523
<CURRENT-LIABILITIES> 44,671
<BONDS> 75,485
<COMMON> 593
0
0
<OTHER-SE> 45,817
<TOTAL-LIABILITY-AND-EQUITY> 179,523
<SALES> 143,869
<TOTAL-REVENUES> 143,869
<CGS> 100,873
<TOTAL-COSTS> 100,873
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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