<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 26, 1999
Commission File No. 0-23204
BOSS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1972066
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
221 West First Street
KEWANEE, ILLINOIS 61443
(Address of principal executive offices)
(309) 852-2131
(Issuer's telephone number)
Check 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 at least
the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT AUGUST 3, 1999
- ----- -----------------------------
<S> <C>
Common Stock, $.25 par value 1,949,072
</TABLE>
<PAGE>
PART I.- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
<PAGE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
JUNE 26, 1999 December 26, 1998
------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,212 $ 2,131
Accounts receivable, net 4,234 6,484
Inventories 13,790 13,777
Prepaid expenses & other 794 611
-------- --------
Total current assets 20,030 23,003
-------- --------
PROPERTY AND EQUIPMENT, NET 4,832 4,743
NOTE RECEIVABLE, NET 1,038 1,038
OTHER ASSETS 32 186
-------- --------
$ 25,932 $ 28,970
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 605 $ 1,278
Current portion of long-term obligations 3,712 840
Accrued payroll and related expenses 528 629
Accrued liabilities & other 1,741 1,893
-------- --------
Total current liabilities 6,586 4,640
-------- --------
LONG-TERM OBLIGATIONS, NET OF CURRENT PORTION 377 4,495
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Common Stock 487 486
Additional paid-in capital 67,433 67,453
Accumulated deficit (47,114) (46,235)
Currency translation (87) (119)
-------- --------
20,719 21,585
Less: treasury shares and warrants - at cost 1,750 1,750
-------- --------
Total Stockholders' equity 18,969 19,835
-------- --------
$ 25,932 $ 28,970
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
QUARTER ENDED QUARTER ENDED ENDED ENDED
JUNE 26, 1999 JUNE 27, 1998 JUNE 26, 1999 JUNE 27, 1998
------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
Net Sales $ 7,483 $ 8,280 $ 16,613 $ 18,531
Cost of Sales 5,360 5,987 11,629 13,231
--------- --------- --------- ---------
Gross profit 2,123 2,293 4,984 5,300
Operating expenses 2,848 2,509 5,592 5,297
--------- --------- --------- ---------
Operating profit (loss) (725) (216) (608) 3
Other income and (expense)
Interest (174) (63) (270) (100)
Other 0 0 0 16
--------- --------- --------- ---------
Loss before income tax (899) (279) (878) (81)
Income tax (expense) benefit 1 (11) 0 (21)
--------- --------- --------- ---------
Net loss $ (898) $ (290) $ (878) $ (102)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average shares outstanding 1,949,072 1,900,503 1,940,291 1,887,336
Basic loss per common share $ (0.46) $ (0.15) $ (0.45) $ (0.05)
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED Six Months ended
JUNE 26, 1999 June 27, 1998
------------------------ -------------------
<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net loss $ (878) $ (102)
Adjustments to reconcile net loss to net cash used
by operations:
Depreciation and amortization 176 158
(Increase) decrease in operating assets:
Accounts receivable 2,250 3,089
Inventories (13) (745)
Prepaid expenses and other current assets (183) 0
Deferred charges and other assets 154 226
Increase (decrease) in operating liabilities:
Accounts Payable (673) (615)
Accrued liabilities (253) (1,277)
--------------------- ---------------------
Net cash provided by operating activities 580 734
--------------------- ---------------------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchases of property and equipment (265) (173)
--------------------- ---------------------
Net cash used by investing activities (265) (173)
--------------------- ---------------------
CASH FLOWS USED BY FINANCING ACTIVITIES:
Net payments on long-term obligations (1,247) (1,342)
Proceeds from issuance of common stock (19) 104
Proceeds from exercise of stock options and warrants 0 0
--------------------- ---------------------
Net cash used by financing activities (1,266) (1,238)
--------------------- ---------------------
Effect of exchange rates on cash and cash equivalents 32 (14)
--------------------- ---------------------
Net decrease in cash during period (919) (691)
Cash and cash equivalents at the beginning of the period 2,131 2,122
--------------------- ---------------------
--------------------- ---------------------
Cash and cash equivalents at the end of the period $ 1,212 $ 1,431
--------------------- ---------------------
--------------------- ---------------------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
BOSS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 26, 1999
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements included in this report have been
prepared by Boss Holdings, Inc. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission for interim reporting and
include all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation. These financial statements have
not been audited by an independent accountant. The consolidated financial
statements include the accounts of the Company and its subsidiaries.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations
for interim reporting. The Company believes that the disclosures are adequate to
make the information presented not misleading. However, these financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K, for the year ended
December 26, 1998. The financial data for the interim periods presented may not
necessarily reflect the results to be anticipated for the complete year.
Certain amounts in prior year's financial statements have been
reclassified to conform to the 1999 presentation.
NOTE 2. EARNINGS (LOSS) PER SHARE
Basic net earnings (loss) per common share is based upon the weighted
average number of common shares outstanding during the period. Diluted net
earnings per common share is not disclosed because the effect of the exchange or
exercise of common stock equivalents would be antidilutive.
NOTE 3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
March 27, Dec 26,
1999 1998
--------------- --------------
<S> <C> <C>
Raw materials $ 2,004 $ 2,056
Work-in-process 497
433
Finished goods 11,289 11,288
--------------- --------------
$ 13,790 $ 13,777
--------------- --------------
--------------- --------------
</TABLE>
NOTE 4. LONG-TERM LIABILITIES
The Company's current bank loan and security agreement expires in May
2000. Accordingly, the outstanding loan balance on this facility is classified
as a current liability in the June 26, 1999 balance sheet. The Company believes
extension or refinancing of the Company's debt agreement can be reasonably
obtained based on the Company's present financial condition.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Certain statements, other than statements of historical fact, included
in this Quarterly Report including, without limitation, the statements under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are, or may be deemed to be, forward-looking statements that involve
significant risks and uncertainties, and accordingly, there is no assurance that
these expectations will be correct. These expectations are based upon many
assumptions that the registrant believes to be reasonable, but such assumptions
ultimately may prove to be materially inaccurate or incomplete, in whole or in
part and, therefore, undue reliance should not be placed on them. Several
factors which could cause actual results to differ materially from those
discussed in such forward-looking statements include, but are not limited to:
uncertainties and changes in general economic conditions, unusual weather
patterns which could affect domestic demand for the registrant's products,
performance and price issues with international suppliers, the unanticipated
impact of Year 2000 issues, pricing policies of competitors and the ability to
attract and retain employees in key positions. All subsequent forward-looking
statements attributable to the registrant or persons acting on its behalf are
expressly qualified in their entirety.
SALES
<TABLE>
<CAPTION>
----------------------------------------- ------------------------------- -------------------------------
SALES BY SEGMENT QUARTER YEAR-TO-DATE
$(000)
----------------------------------------- ------------------------------- -------------------------------
1999 1998 1999 1998
----------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 5,782 6,696 13,719 15,046
----------------------------------------- --------------- --------------- --------------- ---------------
Pet Supplies 1,197 992 1,920 2,266
----------------------------------------- --------------- --------------- --------------- ---------------
Corporate & Other 504 592 974 1,219
----------------------------------------- --------------- --------------- --------------- ---------------
Total Sales 7,483 8,280 16,613 18,531
----------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>
Total revenues for the three months ended June 26, 1999 were
$7,483,000, down $797,000, or 9.6%, from the comparable quarter in 1998. Sales
in the work gloves and protective wear segment declined $914,000, or 13.7%. The
sales reduction in this segment occurred in both the consumer and industrial
markets and was attributable in large part to lower selling prices. Selling
prices fell from the comparable period in 1998 because of competitive pressure
and lower purchase costs on imported goods. In addition, unit volume declined
from 1998 due to reduced customer demand primarily in certain industrial market
sectors. Warm weather months generally result in reduced glove shipments.
In the pet supplies segment, second quarter sales increased $205,000,
or 20.7%, from the prior year due to stronger customer demand from existing
customers. The Company completed the relocation of its facilities in this
segment from Florida to Illinois at the conclusion of the first quarter of 1999.
Sales in the corporate and other segment consist primarily of balloon
revenues. Sales in this segment declined $88,000 during the second quarter in
comparison to 1998 due primarily to the loss of a major retailer during the
second quarter of 1998. The Company has expanded its distributor network in an
effort to improve balloon sales.
<PAGE>
For the six month period ended June 26, 1999, consolidated sales
totaled $16,613,000, a decline of $1,327,000, or 8.8%, from the comparable
period in 1998. The bulk of this sales decline occurred in the work gloves and
protective wear segment. Reduced selling prices in general and lower unit
volumes, particularly in the energy exploration sector, were the primary factors
contributing to the reduction in industrial market revenues.
COST OF SALES
<TABLE>
<CAPTION>
----------------------------------------- ------------------------------- -------------------------------
COST OF SALES BY SEGMENT QUARTER YEAR-TO-DATE
$(000)
----------------------------------------- --------------- --------------- --------------- ---------------
1999 1998 1999 1998
----------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 4,288 4,862 9,820 10,743
----------------------------------------- --------------- --------------- --------------- ---------------
Pet Supplies 779 719 1,224 1,633
----------------------------------------- --------------- --------------- --------------- ---------------
Corporate & Other 293 406 585 855
----------------------------------------- --------------- --------------- --------------- ---------------
Total Cost of Sales 5,360 5,987 11,629 13,231
----------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>
Cost of sales for the three months ended June 26, 1999 were $5,360,000
compared to $5,987,000 in the corresponding period of 1998. The drop in cost of
sales reflects the sales decline previously discussed as well as the reduction
in the purchase price of goods. On a percentage of sales basis, cost of sales
totaled 71.6%, down from 72.3% for the second quarter of 1998. This improvement
resulted in part from reduced costs in the pet supplies business attributable to
the lower cost structure at its new facility in Illinois.
On a year to date basis, cost of sales in 1999 totaled $11,629,000,
down $1,602,000 from 1998. This decline was due primarily to the reduction in
sales for the period. As a percentage of sales, cost of sales declined to 70.0%,
down 1.4% from 1998. The lower cost of sales percentage resulted primarily from
reduced costs in the pet supplies segment associated with the relocation of
facilities and reduction of the purchase price of work gloves and protective
wear.
OPERATING EXPENSES
<TABLE>
<CAPTION>
----------------------------------------- ------------------------------- -------------------------------
OPERATING EXPENSES BY SEGMENT QUARTER YEAR-TO-DATE
$(000)
----------------------------------------- ------------------------------- -------------------------------
1999 1998 1999 1998
----------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear 1,963 1,919 4,124 4,022
----------------------------------------- --------------- --------------- --------------- ---------------
Pet Supplies 273 272 517 560
----------------------------------------- --------------- --------------- --------------- ---------------
Corporate & Other 612 318 951 715
----------------------------------------- --------------- --------------- --------------- ---------------
Total Operating Expenses 2,848 2,509 5,592 5,297
----------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>
Operating expenses (selling, general and administrative expenses)
totaled $2,848,000 for the three months ended June 26, 1999, compared to
$2,509,000 for the corresponding period in 1998. This increase in comparison to
1998 is due primarily to a non-recurring insurance premium refund of $260,000
received in the second quarter of 1998. In addition, savings from staff
reductions in the Company's corporate offices were more than offset by increased
litigation expenses.
For the six month period ended June 26, 1999 operating expenses were
$5,592,000, up $295,000 from the comparable period in 1998. Again, the majority
of this increase was attributable to increased corporate expenses reflecting
higher litigation expenses and the effect of a one-time insurance refund in
1998.
<PAGE>
OPERATING INCOME
<TABLE>
<CAPTION>
----------------------------------------- ------------------------------- -------------------------------
OPERATING INCOME (LOSS) BY SEGMENT QUARTER YEAR-TO-DATE
$(000)
----------------------------------------- ------------------------------- -------------------------------
1999 1998 1999 1998
----------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Work Gloves & Protective Wear (470) (88) (224) 280
----------------------------------------- --------------- --------------- --------------- ---------------
Pet Supplies 146 2 178 73
----------------------------------------- --------------- --------------- --------------- ---------------
Corporate & Other (401) (130) (562) (350)
----------------------------------------- --------------- --------------- --------------- ---------------
Total Operating Income (Loss) (725) (216) (608) 3
----------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>
For the second quarter of 1999, operating income declined $509,000 in
comparison to the second quarter of 1998. This reduction resulted from lower
sales in the work glove and protective wear segment and higher operating
expenses in the corporate segment partially offset by the improved sales and
earnings at the Company's pet supplies segment. The second quarter is
historically the Company's weakest in the work gloves and protective wear
segment due to warm weather and reduced product demand.
The Company generated an operating loss of $608,000 for the six month
period ended June 26, 1999 compared to operating income of $3,000 during the
prior year. As previously discussed, reduced revenues in the work gloves and
protective wear segment and increased corporate expenses in comparison to 1998
were the primary factors causing the decline in operating income.
OTHER INCOME (EXPENSE)
The Company incurred $174,000 in interest expense during the second
quarter of 1999, an increase of $111,000 from the comparable period in 1998.
Interest expense increased in 1999 due to higher borrowings under the Company's
revolving line of credit during the quarter due in large part to increased
inventory levels resulting from lower than expected sales.
On a year to date basis through June 26, 1999, interest expense totaled
$270,000, up $170,000 from 1998. Higher than planned inventory levels were the
primary factor in this increase.
TAXES
Tax expense consists of estimated state income taxes for certain of the
Company's operations. Because of losses in prior years, the Company recorded no
federal income tax expense during the periods presented and has available net
operating loss carryforwards of approximately $39,900,000. Utilization of these
carryforwards is subject to an annual limitiation of approximately $1,600,000
due to prior changes in control as defined under Section 382 of the Internal
Revenue Code. As a result of these limitations, a significant portion of the tax
loss carryforwards could expire unused.
YEAR 2000
INFORMATION SYSTEMS
<PAGE>
The Company continued to make progress during the second quarter toward
the planned third quarter implementation of new, year 2000 compliant enterprise
software. Substantially all conversion programs to transfer data from current
systems were completed. Training, prototyping and testing of new processes and
procedures continued throughout the quarter as planned.
Certain of the new system modules are currently in operation including
payroll and accounting. The remaining modules including sales order processing
and distribution/inventory control are planned for completion during the third
quarter. Implementation of these remaining modules will be an important
undertaking for the Company affecting virtually every business process.
The Company is utilizing a consulting group specializing in the
implementation of J D Edwards software to train employees as well as facilitate
and coordinate the implementation process. As previously reported, this project
is approximately three months behind the original schedule. After making certain
organizational changes and increasing the utilization of information technology
consultants, this project has remained on the Company's revised schedule.
However, delays and unplanned difficulties are common in implementations of this
magnitude. The Company is likely to experience at least minor operational
difficulties during the early stages of operation under the new system until all
employees become familiar with changes in processes and procedures.
The new enterprise system currently being implemented by the Company is
expected to cost approximately $500,000 including hardware, software and
implementation training and consulting. Essentially all costs will be
capitalized and depreciated over the expected useful life. Such costs do not
include internal management time.
Beyond providing Year 2000 compliance, the new enterprise system should
enable the Company to operate more efficiently through system integration and
on-line information capabilities. Availability of real-time information is
expected to help the Company improve asset utilization as well as customer
support.
OTHER SYSTEMS
The Company believes it has limited reliance on systems or equipment in
other operational areas which rely on embedded chips. Management has assigned a
team to conduct a further assessment of any such items.
OTHER YEAR 2000 ISSUES
The scope of the Year 2000 issue remains uncertain. The Company may be
subject to numerous associated risks, many beyond its control, such as failure
of communications, power, inbound and outbound shipping and financial systems.
At this time, the Company cannot quantify the potential impact of these
failures.
Assuming no major systemic failures, the most reasonably likely worst
case scenario would center around operational difficulties after system
implementation and inability to obtain certain imported products. The Company
believes appropriate loss minimization strategies such as retaining on-site
consultants after implementation and maintaining alternative import suppliers
<PAGE>
should limit the cost and down-time of such a scenario without materially
impacting the Company's liquidity or financial condition.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided $580,000 in cash flows through the first
six months of 1999, down $154,000 from 1998. This reduction was due to the
Company's increased loss for the period which was substantially offset by
reduced payments to fund accrued liabilities compared to 1998. Payment of
accrued liabilities in 1998 included certain legal and professional, employee
benefit and settlement expenses accrued in 1997.
Cash used by investing activities totaled $265,000 for the six months
ended June 26, 1999, an increase of $92,000 from 1998 due primarily to capital
expenditures associated with system implementation activities. In addition, the
Company incurred certain capital expenditures during the period to renovate
Kewanee facilities in connection with the relocation of pet supplies operations.
The Company's cash used by financing activities totaled $1,266,000 in
1999, essentially unchanged from the prior year.
Under the terms of its $10,000,000 revolving line of credit, the
Company had drawn approximately $2,900,000 as of June 26, 1999, leaving
$7,100,000 available to be drawn. The availability under the current credit
facility should provide adequate liquidity for the Company's expected working
capital and operating needs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
The Company has minimal exposure to market risks such as changes in
foreign currency exchange rates and interest rates. The value of the Company's
financial instruments is generally not impacted by changes in interest rates and
the Company has no investments in derivatives. Fluctuations in interest rates
are not expected to have a material impact on the interest expense incurred
under the Company's revolving credit facility.
PART II. --OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various lawsuits in the ordinary course of
business. These lawsuits primarily involve claims for damages arising out of
commercial disputes. Management believes the ultimate disposition of these
matters should not materially impair the Company's consolidated financial
position or liquidity.
In April 1996, the Company was notified by the SEC that it had
commenced an informal investigation of the Company related to the activities of
its former management. The status of the investigation was changed to a formal
private investigation in January, 1997. The Company previously responded to the
SEC's request for information and will continue to cooperate with the SEC in
this matter.
<PAGE>
The Company has been named in an adversary proceeding styled ALABASTER
INDUSTRIES, INC. V. BOSS HOLDINGS, INC. AND W.R. HILL CO., INC. filed in the
United States Bankruptcy Court for the Northern District of Alabama, Southern
Division. The adversary proceeding was commenced in December, 1998, in
connection with the Chapter 11 bankruptcy reorganization case of Alabaster
Industries, Inc. The suit alleges a fraudulent conveyance by the Company in the
1997 sale of its stock in Alabaster Industries, Inc. This action seeks recovery
of the $500,000 down payment received by the Company and further seeks to set
aside the $1.5 million note and mortgage held by the Company. The Company has
vigorously defended itself in this proceeding and believes it has valid defenses
in this action. The bankruptcy proceedings of Alabaster Industries have been
converted to a Chapter 7 liquidation under the U.S. Bankruptcy Code and the
Company is actively pursuing enforcement of the note and mortgage.
The Company is a plaintiff in an action entitled BOSS MANUFACTURING
COMPANY V. HUGO BOSS AG, ET AL., filed in November, 1997 and currently pending
in the U.S. District Court for the Southern District of New York alleging
trademark infringement, trademark dilution and breach of contract. The Company
seeks damages against Hugo Boss in connection with the sale and distribution in
the U.S. of gloves, boots and other products bearing the "Boss" trademark. The
Company has obtained injunctive relief which prevents Hugo Boss AG from selling
gloves and boots in the United States during the pendency of the action and
requires Hugo Boss to recall certain boots and gloves from the U.S. market. The
parties have stayed proceedings in this litigation in order to pursue a
settlement and the Company is optimistic that a mutually acceptable settlement
can be reached in this matter. The Company intends to continue defending its
valuable trademark and tradename rights by all appropriate proceedings.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Company's stockholders was held
on Wednesday, June 23, 1999 in St. Louis, MO. At the meeting the stockholders
voted on the following items:
1) Elected six directors of the Company, each to serve until the next
annual meeting of stockholders and until his successor has been
elected and qualified or until his earlier resignation or removal.
<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C>
G. Louis Graziadio, III 1,539,811 5,759
Perry A Lerner 1,539,845 5,725
Lee E. Mikles 1,539,864 5,706
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Paul A Novelly 1,539,826 5,744
Richard D. Squires 1,539,840 5,730
Shyam H. Gidumal 1,537,140 8,430
</TABLE>
2) Approved and ratified the appointment of Grant Thornton LLP as the
Company's independent auditors for the fiscal year ending December
25, 1999.
<TABLE>
<S> <C> <C>
1,540,203 for 4,360 against 1,007 abstain
</TABLE>
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule (filed electronically with the SEC
only)
(b) REPORTS ON FORM 8-K
For the current quarter, no reports on Form 8-K were filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BOSS HOLDINGS, INC.
Dated: AUGUST 10, 1999 By: /s/ J. BRUCE LANCASTER
---------------------------------
J. Bruce Lancaster
Chief Financial Officer
(principal financial officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 26,
1999 UNAUDITED FINANCIAL STATEMENTS OF BOSS HOLDINGS, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN FORM 10-Q FOR THE
QUARTER AND SIX MONTHS ENDED JUNE 26, 1999.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-25-1999 DEC-25-1999
<PERIOD-START> MAR-28-1999 DEC-27-1998
<PERIOD-END> JUN-26-1999 JUN-26-1999
<CASH> 1,212,000 1,212,000
<SECURITIES> 0 0
<RECEIVABLES> 4,234,000 4,234,000
<ALLOWANCES> 0 0
<INVENTORY> 13,790,000 13,790,000
<CURRENT-ASSETS> 20,030,000 20,030,000
<PP&E> 4,832,000 4,832,000
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 25,932,000 25,932,000
<CURRENT-LIABILITIES> 6,586,000 6,586,000
<BONDS> 0 0
0 0
0 0
<COMMON> 487,000 487,000
<OTHER-SE> 18,482,000 18,482,000
<TOTAL-LIABILITY-AND-EQUITY> 25,932,000 25,932,000
<SALES> 7,483,000 16,613,000
<TOTAL-REVENUES> 7,483,000 16,613,000
<CGS> 5,360,000 11,629,000
<TOTAL-COSTS> 2,848,000 5,592,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 174,000 270,000
<INCOME-PRETAX> (899,000) (878,000)
<INCOME-TAX> (1,000) 0
<INCOME-CONTINUING> (898,000) (878,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (898,000) (878,000)
<EPS-BASIC> (0.46) (0.45)
<EPS-DILUTED> 0 0.01
</TABLE>
