<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- --------------
Commission file number: 0-22942
-------
CONSO PRODUCTS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0986680
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
513 North Duncan Bypass, P.O. Box 326, Union, South Carolina 29379
- ------------------------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
864/427-9004
----------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of November 11, 1995:
Common Stock, no par value.......7,484,447 shares.
Page 1 of 16 Pages
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 28, 1996 and
June 29, 1996 3
Consolidated Statements of Operations for the three
months ended September 28, 1996 and September 30, 1995 5
Consolidated Statement of Shareholders' Equity for the three
months ended September 28, 1996 6
Consolidated Statements of Cash Flows for the three months
ended September 28, 1996 and September 30, 1995 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
2
<PAGE> 3
Part I Financial Information
Item 1. Financial Statements.
CONSO PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 28, 1996 June 29, 1996
------------------ -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 2,073,764 $ 189,845
Accounts receivable, net of allowances for bad debts
and customer deductions of $330,063 and $327,770
on September 28, 1996 and June 29, 1996,
respectively 11,138,092 11,522,528
Inventories (Notes 3 and 4) 20,449,119 20,064,822
Deferred income taxes - current portion 512,252 602,936
Prepaid expenses and other 715,049 941,702
----------- -----------
Total current assets 34,888,276 33,321,833
----------- -----------
PROPERTY AND EQUIPMENT:
Land and improvements 1,115,710 1,082,911
Buildings and improvements 6,839,356 6,779,693
Machinery and equipment 11,999,709 11,104,034
----------- -----------
Total 19,954,775 18,966,638
Accumulated depreciation (7,052,786) (6,592,375)
----------- -----------
Total property and equipment, net 12,901,989 12,374,263
----------- -----------
DEFERRED INCOME TAXES (Note 5) 1,281,060 1,282,531
----------- -----------
DEFERRED COSTS 287,173 298,885
----------- -----------
TOTAL ASSETS $49,358,498 $47,277,512
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements
3
<PAGE> 4
CONSO PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS - Continued
(UNAUDITED)
<TABLE>
<CAPTION>
September 28, 1996 June 29, 1996
------------------ -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term Borrowings $ 6,700,442 $ 6,990,509
Current maturities of long-term debt 463,169 477,933
Trade accounts payable 3,645,543 3,415,876
Accrued liabilities 3,331,381 2,976,595
----------- -----------
Total current liabilities 14,140,535 13,860,913
----------- -----------
NONCURRENT LIABILITIES:
Long-term debt 2,055,170 2,107,910
Deferred income taxes 568,282 530,356
----------- -----------
Total noncurrent liabilities 2,623,452 2,638,266
----------- -----------
SHAREHOLDERS' EQUITY (Notes 6 and 7):
Preferred stock (no par, 10,000,000 shares authorized,
no shares issued) -- --
Common stock (no par, 50,000,000 shares authorized,
7,484,447 shares issued) 16,914,846 16,896,346
Retained earnings 15,435,014 13,701,279
Cumulative translations gain 244,651 180,708
----------- -----------
Total shareholders' equity 32,594,511 30,778,333
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $49,358,498 $47,277,512
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements
4
<PAGE> 5
CONSO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
September 28, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
NET SALES $17,012,314 $17,067,107
COST OF GOODS SOLD (Note 2) 10,239,426 11,143,251
----------- -----------
GROSS MARGIN 6,772,888 5,923,856
----------- -----------
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (NOTE 2):
Distribution expense 713,260 710,912
Selling expense 2,035,402 1,862,407
General and administrative expense 1,154,027 1,235,911
Currency exchange (gain) loss (22,431) 33,256
----------- -----------
Total 3,880,258 3,842,486
----------- -----------
INCOME FROM OPERATIONS 2,892,630 2,081,370
INTEREST EXPENSE, NET 131,196 255,240
----------- -----------
INCOME BEFORE INCOME TAXES 2,761,434 1,826,130
INCOME TAX PROVISION (Note 5) 1,027,699 468,955
----------- -----------
NET INCOME $ 1,733,735 $ 1,357,175
=========== ===========
Net income per share $ 0.23 $ 0.18
=========== ===========
Weighted average number of shares
outstanding (Note 6) 7,481,977 7,425,422
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements
5
<PAGE> 6
CONSO PRODUCTS COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
Three Months Ended September 28, 1996
<TABLE>
<CAPTION>
Common Stock Cumulative
--------------------------- Retained Translation
Shares Issued Amount Earnings Adjustments Total
------------- ------ -------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance, June 29, 1996 4,987,793 $16,896,346 $13,701,279 $180,708 $30,778,333
3-for-2 stock split 2,493,879
Stock Options Exercised 2,775 18,500 18,500
Net income 1,733,735 1,733,735
Translation gain 63,943 63,943
--------- ----------- ----------- -------- -----------
September 28, 1996 7,484,447 $16,914,846 $15,435,014 $244,651 $32,594,511
========= =========== =========== ======== ===========
</TABLE>
See notes to unaudited consolidated financial statements
6
<PAGE> 7
CONSO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
September 28, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Cash received from customers $17,986,814 $ 16,406,023
Cash paid to suppliers and employees (14,512,369) (14,810,233)
Interest paid (220,330) (401,966)
Interest received 55,603 17,539
Income taxes paid (158,227) (34,760)
---------- ------------
Net cash provided by operating activities 3,151,491 1,176,603
---------- ------------
INVESTING ACTIVITIES:
Purchase of property and equipment (682,125) (365,320)
Construction and equipment costs for
new dyehouse and warehouse (194,406) --
---------- ------------
Net cash used in investing activities (876,531) (365,320)
---------- ------------
FINANCING ACTIVITIES:
Net borrowings under line of
credit arrangements (338,785) (654,434)
Principal payments on long-term debt (54,165) (54,165)
Principal payments under capital lease
obligations (16,592) (41,592)
Proceeds from issuance of common stock 18,500 --
---------- ------------
Net cash used in financing activities (391,042) (750,191)
---------- ------------
INCREASE (DECREASE) IN CASH 1,883,918 61,092
CASH AT:
BEGINNING OF PERIOD 189,846 142,555
---------- ------------
END OF PERIOD $2,073,764 $ 203,647
========== ============
</TABLE>
See notes to unaudited consolidated financial statements
7
<PAGE> 8
CONSO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
September 28, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $1,733,735 $1,357,175
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 430,691 394,288
Amortization of deferred expenses 18,419 44,345
Provision for deferred taxes 57,130 (423,364)
Currency translation (gain) loss (22,431) 27,167
Change in assets and liabilities:
Accounts receivable 407,700 (1,223,658)
Inventory (328,656) 340,757
Prepaid expenses and other 229,811 172,464
Trade accounts payable 218,366 (273,729)
Accrued liabilities 406,726 761,158
---------- ----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES $3,151,491 $1,176,603
========== ==========
</TABLE>
See notes to unaudited consolidated financial statements
8
<PAGE> 9
CONSO PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 28, 1996
1. CONSOLIDATION
The financial statements are unaudited and include the accounts of the
Company, its subsidiary, British Trimmings Limited and its subsidiaries (all
operating within the United Kingdom), and Conso's subsidiary, Val-Mex, S.A. de
C.V., which operates Conso's Juarez, Mexico assembly plant.
The British Trimmings Limited balances included in the consolidation
are prepared using United States generally accepted accounting principles and
are translated into US dollars based on exchange rates as published in the Wall
Street Journal. Assets and liabilities are translated based on the rates in
effect on the balance sheet date. Income statement amounts are translated using
the average of the month-end exchange rates in effect during the period. The
Val-Mex subsidiary's operations are not significant in relation to the Company's
operations. All significant intercompany accounts and transactions, and profit
and loss on intercompany transactions are eliminated in consolidation.
2. INTERIM PERIOD FINANCIAL STATEMENTS
The unaudited consolidated financial statements for the three months
ended September 28, 1996 and September 30, 1995 reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results for the interim periods presented. All such adjustments are of a normal
recurring nature, except as discussed in the notes below. These financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for such interim periods are not necessarily
indicative of results to be expected for the year ending June 28, 1997.
Certain previously reported amounts have been reclassified to conform
with the current year presentation.
The Company prepares annual financial statements on the basis of a 52
or 53 week fiscal year ending on the Saturday nearest June 30th; interim
reporting periods are based on 13 week quarters. The three month periods ended
September 28, 1996 and September 30, 1995 each include 13 weeks.
3. INVENTORIES
The composition of inventories at September 28, 1996 and June 29, 1996
was as follows:
<TABLE>
<CAPTION>
September 28, 1996 June 29, 1996
------------------ -------------
<S> <C> <C>
Raw Materials $ 6,614,963 $ 6,357,327
Work-In-Process 2,997,699 3,325,497
Finished Goods 10,836,457 10,381,998
----------- -----------
Totals $20,449,119 $20,064,822
=========== ===========
</TABLE>
9
<PAGE> 10
4. EMBROIDERY OPERATIONS
In September 1995, the Company made a special provision of $250,000 to
absorb charges relating to equipment and inventory of its embroidery
operations, which it had completed substantial disposition by September
1996, using the full provision.
5. INCOME TAXES
The Company's effective tax rate increased in the current quarter
compared to the prior year's quarter as the Company did not record any
additional Jobs Tax Credits since there were no increases in employment in South
Carolina in the current year's first quarter. $141,900 was recorded in the
prior years' quarter.
6. STOCK SPLIT
On September 5, 1996, the Company announced a 3-for-2 split of its
common stock, issued on October 4, 1996 to shareholders of record at the close
of business on September 16, 1996.
On September 7, 1995, the Company announced a 3-for-2 split of its
common stock, issued on October 6, 1995 to shareholders of record at the close
of business on September 18, 1995.
Share and per share amounts have been adjusted for the 3-for-2 stock
splits.
7. STOCK OPTIONS
On September 7, 1995, the Company granted options to certain key
employees to purchase an aggregate of 93,600 shares of the Company's common
stock under its 1993 Stock Option Plan of which 2,775 options were exercised on
September 18, 1996. The options were granted at $6.67 per share and are
exercisable with respect to one-third of the total shares after one year, an
additional one-third of the shares after two years, and the final one-third of
the shares after three years. The options expire after five years and are
subject to continued employment by the employee. (All amounts have been
adjusted for the 3-for-2 stock splits.)
On September 5, 1996, the Company granted additional options to certain
key employees to purchase an aggregate of 79,500 shares of the Company's common
stock under its 1993 Stock Option Plan. The options were granted at $11.00 per
share and are exercisable with respect to one-third of the total shares after
one year, an additional one-third of the shares after two years, and the final
one-third of the shares after three years. The options expire after five years
and are subject to continued employment by the employee. (All amounts have been
adjusted for the 3-for-2 stock split.)
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion should be read in conjunction with the
attached consolidated financial statements and notes thereto, and with the
Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1996,
including the financial information and management's discussion contained or
incorporated by reference therein.
RESULTS OF OPERATIONS
Quarter Ended September 28, 1996 Compared to Quarter Ended September 30, 1995
Net sales for the quarter ended September 28, 1996, were $17.0 million,
relatively flat with the prior year's first quarter. Conso US contributed an
increase of $308,000 or 2.6%, a slight improvement over the comparable prior
year quarter, while British Trimmings declined $363,000 or 7.1%. Sales in the
prior year's first quarter were up 26% over the 1995 fiscal year's first
quarter, an exceptional quarterly increase compared to the 18.6% increase in
sales for the full fiscal year 1996. Incoming orders and shipments in the US
and the UK have risen since the beginning of the current year's second quarter
through November 7, 1996 over the same period in the prior year's quarter. In
the US, incoming orders and shipments (excluding intercompany transactions) have
risen 7.3% and 7.1%, respectively, and in the U.K. 9.4% and 9.1%, respectively.
Sales by customer type were as follows:
<TABLE>
<CAPTION>
Total Change % of Change
----- ------ -----------
<S> <C> <C> <C>
Distributors $ 6,778,000 $ 27,000 up 0.4%
Manufacturers 7,525,000 54,000 up 0.7%
Retailers 2,709,000 (136,000) down 4.8%
- ------------------------------------------------------------------------------
Total $17,012,000 $ (55,000) down 0.3%
==============================================================================
</TABLE>
Sales outside the US and UK (the Company's major sales regions)
increased to $1.9 million, a 17.5% increase over the comparable prior year
quarter. Sales outside the US and UK by geographic region were as follows:
<TABLE>
<CAPTION>
Total Change % of Change
----- ------ -----------
<S> <C> <C> <C>
Western Hemisphere $ 914,000 $211,000 up 30.0%
Continental Europe Middle East 538,000 (41,000) down 7.7%
Pacific Rim 419,000 108,000 up 34.8%
- -------------------------------------------------------------------------------
Total $1,871,000 $278,000 up 17.5%
===============================================================================
</TABLE>
Sales into the Middle East increased $25,636 or 31.2% while sales into
Continental Europe decreased $66,781 or 13.4% due to a certain large order in
the prior year not recurring in the current year.
The gross margin for the quarter continued to improve to 39.8% from the
prior year quarter's 36.2% (before the effects of a one-time special provision).
A special provision of $250,000 (1.5%) was made in the prior year by Conso US to
absorb charges relating to the disposal of
11
<PAGE> 12
equipment and inventory of its embroidery operations, the disposition of which
was substantially completed by the end of the current first quarter. This
provision reduced the prior year's gross margin in the first quarter by 1.5% to
34.7% and earnings per share by 3 cents. The increase in gross margin is
attributable to a price increase effected early in the calendar year, certain
process improvements implemented in production operations over the past several
years, the effect of correcting an error in calculating British Trimmings
purchase price variance in the second half of fiscal year 1996 ($60,000 or
0.4%), and the special provision ($250,000) in the prior year's first quarter.
Certain of the prior year's amounts have been reclassified between cost
of goods sold and selling, general and administrative expenses to conform to the
current quarter's presentation since British Trimmings is now on the full
standard cost accounting system.
Distribution expenses remained relatively flat at 4.2% of net sales.
Selling expenses increased $173,000 from 10.9% to 12% of net sales.
Conso US selling expenses increased $135,000, up from 10.6% in the prior year to
11.5% in the current year. British Trimmings' selling expenses, representing
13.2% of its net sales, increased $38,000 from the prior year's first quarter.
The increases were due primarily to the addition of a new product manager and
marketing program for decorative accessories as a result of the addition of the
Claesson Company, (in March 1996), a new product manager for the workroom
supplies product lines, marketing and other customer support for the Wendy
Cushing Trimmings lines introduced in November 1995, and other increased sales
and marketing activities related to these areas.
General and administrative expenses decreased $82,000. Of the
decrease, Conso US contributed $45,000 through decreases in its general and
administrative expenses from 6.9% to 6.3% of its net sales. British Trimmings
contributed the remaining $37,000 of the decrease. Historically, British
Trimmings administrative costs have been higher as a percentage of sales.
British Trimmings administrative costs represented 8.0% of its net sales for the
first quarter of the current year down from 8.1% in the prior year.
Average outstanding debt (with interest) was lower and overnight
deposits higher in the first quarter of the current year than at the end of
the first quarter of the prior year. Accordingly net interest costs decreased
$124,000 in the current quarter compared to the prior year's quarter.
The Company's effective tax rate increased in the current quarter
compared to the prior year's quarter as the Company did not record any
additional Jobs Tax Credits since there were no increases in employment in South
Carolina in the current year's first quarter. $141,900 was recorded in the prior
year's quarter.
Net income for the quarter ended September 28, 1996 was $1,734,000, an
increase of $377,000 or 27.7% over the net income of the first quarter of the
prior year of $1,357,000, bringing earnings per share to 23 cents from the prior
year's 18 cents. These earnings per share amounts reflect the 3-for-2 stock
splits given in the form of a 50% share dividend paid on October 4, 1996 and
October 6, 1995. Conso US net income increased $379,000 over the prior year
quarter's net income, while British Trimmings net income remained relatively
flat (after adjustments for intercompany transactions, foreign exchange
translation and purchase accounting).
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
The outstanding aggregate balances of both the Company's and British
Trimmings' lines of credit and the British Trimmings' (line of credit type)
overdraft facility were $6.7 million at September 28, 1996, with approximately
$4.1 million available for future borrowings subject to satisfaction of certain
borrowing base requirements. Working capital improved by $1.2 million to $20.7
million at September 28, 1996, from $19.5 million at June 29, 1996, despite
increased capital expenditures.
The Company had budgeted approximately $1.3 million for capital
expenditures during the 1997 fiscal year (excluding building expansions or
possible acquisition of other businesses). In the US, Conso had budgeted $2.3
million for the construction of a new dyehouse facility and related equipment
and $3.7 million for a new warehouse facility. These expansions will free up
much needed additional production and some office space. At September 28,
1996, approximately $194,000 had been spent on these projects with the majority
of this amount going toward the purchase of dyehouse equipment. Excluding the
dyehouse and warehouse projects, capital expenditures for the first quarter were
approximately $682,000. This amount, which was greater than originally
anticipated for the quarter, was due to the acceleration of expenditures at
British Trimmings to further streamline their production processes and better
facilitate the Conso US inventory control systems.
Although the Company's capital expenditures may exceed its original
estimate, further assessment will be made in the next quarter as to whether an
increase in the budgeted amounts is appropriate. The Company's goal is to
maintain capital expenditures (other than for building expansions or possible
business acquisitions) in line with its depreciation expense to maintain
liquidity.
Since the Company, in 1994, retired its $1.6 million dollar equipment
loan that carried an annual interest rate of 11.85%, the Company's equipment and
certain British Trimmings' assets are available as collateral for additional
borrowings.
The Company recently completed a renegotiation of its NationsBank, N.A.
revolving loan facility to facilitate the construction of the new dyehouse and
warehouse facilities and allow for potential future expansions or the
acquisition of other businesses. Effective November 25, 1996, the new facility
provides for an increase in the total borrowings from $10 million to $15 million
and a reduction in interest rates on borrowings in British pounds sterling from
U.K. LIBOR plus 125 basis points to U.K. LIBOR plus 100 basis points (a 25 basis
point reduction) and a change in the US borrowing rate from the 90 day CD rate
plus 275 basis points to the 30 day US LIBOR rate plus 100 basis points (October
average reduction of 179 basis points). Certain covenants are being amended to
reflect the Company's improved financial position, the reduction in the interest
rate and reduced reporting requirements by NationsBank, N.A. In addition the
excess cash of $2 million reflected in the Balance Sheet will be used to repay
the Company's term loan secured by US real estate of approximately the same
amount which is currently carrying a fixed interest rate of 9%.
The Company believes that cash generated by operations and available
borrowings under lines of credit will be adequate to fund its working capital
and capital expenditure requirements for the foreseeable future, but excluding
possible additional acquisitions of other businesses. Based on the Company's
financial position, the Company believes that it will also be able to obtain any
additional financing necessary to fund its planned long-term growth and
expansion. Such additional financing may include long-term debt or equity;
however, (except to increase its availability under its line of credit for
near-term requirements, as previously discussed) the Company has not yet made
arrangements for any such additional financing.
13
<PAGE> 14
CAUTIONARY STATEMENT AS TO FORWARD LOOKING INFORMATION
Statements contained in this report as to the Company's outlook for
sales, operations, capital expenditures and other amounts, budgeted amounts and
other projections of future financial or economic performance of the Company,
and statements of the Company's plans and objectives for the future operations
are "forward looking" statements, and are being provided in reliance upon the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Important factors that could cause actual results or events to differ
materially from those projected, estimated, assumed or anticipated in any such
forward looking statements include, without limitation: general economic
conditions in the Company's markets, including inflation, recession, interest
rates and other economic factors, especially in the United States and the United
Kingdom but also including other areas of the world where the Company markets
its products; changes in consumer fashion preferences for finished products in
the home furnishings market, which may affect the demand for the Company's
products; any loss of the services of the Company's key management personnel;
increased competition in the United States and abroad, both from existing
competitors and from any new entrants in the decorative trimmings business; the
Company's ability to successfully continue its international expansion and to
successfully and profitably integrate into its operations any existing
businesses it may acquire; changes in the cost and availability of raw
materials; changes in governmental regulations applicable to the Company's
business; fluctuations in exchange rates relative to the US dollar for
currencies of the United Kingdom and other nations where the Company does
business; casualty to or disruption of the Company's production facilities and
equipment; delays and disruptions in the shipment of the Company's products and
raw materials; disruption of operations due to strikes or other labor unrest;
and other factors that generally affect the business of manufacturing companies
with international operations.
14
<PAGE> 15
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None
15
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Company caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSO PRODUCTS COMPANY
Dated: November 11, 1996 By: /s/ David B. Dechant
---------------------------------------
Name: David B. Dechant
Title: Chief Accounting Officer and Controller
Dated: November 11, 1996 By: /s/ Gilbert G. Bartell
---------------------------------------
Name: Gilbert G. Bartell
Title: Chief Financial Officer and
Vice President of Finance/Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATUS OF CONSO PRODUCTS COMPANY FOR THE THREE MONTHS
ENDED SEPTEMBER 28, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATUS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUN-30-1996
<PERIOD-END> SEP-28-1996
<CASH> 2,073,764
<SECURITIES> 0
<RECEIVABLES> 11,468,155
<ALLOWANCES> 330,063
<INVENTORY> 20,449,119
<CURRENT-ASSETS> 34,888,276
<PP&E> 19,954,775
<DEPRECIATION> (7,052,786)
<TOTAL-ASSETS> 49,358,498
<CURRENT-LIABILITIES> 14,140,535
<BONDS> 0
0
0
<COMMON> 16,914,846
<OTHER-SE> 15,679,665
<TOTAL-LIABILITY-AND-EQUITY> 49,358,498
<SALES> 17,012,314
<TOTAL-REVENUES> 17,012,314
<CGS> 10,239,426
<TOTAL-COSTS> 10,239,426
<OTHER-EXPENSES> 3,880,258
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 131,196
<INCOME-PRETAX> 2,761,434
<INCOME-TAX> 1,027,699
<INCOME-CONTINUING> 1,733,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,733,735
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
