<PAGE> 1
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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Form 10-QSB
(Mark One)
[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1943
For the transition period from to
Commission file number 0-23898
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MITY-LITE, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0448892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 West 400 North
Orem, Utah 84057
(Address of principal executive offices)
Issuer's telephone number: (801) 224-0589
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
There were 3,220,471 shares of the registrant's Common Stock, par value
$.01 per share, outstanding on October 24, 1997.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (Check one:) Yes No x
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<PAGE> 2
MITY-LITE, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Balance Sheets as of September 30, 1997 and March 31, 1997 . . . 3
Statements of Income for the three months ended
September 30, 1997 and September 30, 1996 . . . . . . . . . . 4
Statements of Income for the six months ended
September 30, 1997 and September 30, 1996 . . . . . . . . . . 5
Statements of Cash Flows for the six months ended
September 30, 1997 and September 30, 1996 . . . . . . . . . . 6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . 9
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders. . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE> 3
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
MITY-LITE, INC.
BALANCE SHEETS
(unaudited)
Sept. 30, March 31,
ASSETS 1997 1997
------------ ------------
Current assets:
Cash and cash equivalents. . . . . . . . $ 8,418,000 $ 7,646,000
Accounts receivable, less allowance of
$265,000 at Sept. 30, 1997 and $161,000
at March 31, 1997. . . . . . . . . . . 3,477,000 2,196,000
Inventories. . . . . . . . . . . . . . . 871,000 700,000
Deferred income taxes. . . . . . . . . . 103,000 129,000
Prepaid expenses and other current
assets . . . . . . . . . . . . . . . . 254,000 88,000
------------ ------------
Total current assets . . . . . . . . . . . . 13,123,000 10,759,000
Property and equipment, net. . . . . . . . . 1,822,000 1,629,000
Note receivable from affiliate . . . . . . . 1,000,000 1,000,000
Investment in affiliate. . . . . . . . . . . 940,000 862,000
Intangibles. . . . . . . . . . . . . . . . . 1,000 1,000
------------ ------------
Total Assets . . . . . . . . . . . . . . . . $16,886,000 $14,251,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . $ 1,030,000 $ 833,000
Accrued expenses . . . . . . . . . . . . 754,000 485,000
------------ ------------
Total current liabilities. . . . . . . . . . 1,784,000 1,318,000
Stockholders' equity:
Preferred stock, par value $.10 per
share; authorized 3,000,000 shares; no
shares issued and outstanding. . . . . -- --
Common stock, par value $.01 per share;
authorized 10,000,000 shares; issued
and outstanding 3,219,591 at Sept. 30,
1997 and 3,161,359 at March 31, 1997 . 32,000 32,000
Additional paid-in capital . . . . . . . 7,425,000 6,952,000
Retained earnings. . . . . . . . . . . . 7,645,000 5,949,000
------------ ------------
Total stockholders' equity . . . . . . . . 15,102,000 12,933,000
------------ ------------
Total liabilities and stockholders' equity . $16,886,000 $14,251,000
============ ============
See accompanying notes to financial statements.
<PAGE> 4
MITY-LITE, INC.
STATEMENTS OF INCOME
(unaudited)
Three months ended Sept. 30,
1997 1996
------------ ------------
Net sales . . . . . . . . . . . . . . . . . . $ 7,341,000 $ 4,939,000
Cost of products sold . . . . . . . . . . . . 4,561,000 2,893,000
------------ ------------
Gross profit. . . . . . . . . . . . . . . . . 2,780,000 2,046,000
Expenses:
Selling . . . . . . . . . . . . . . . . . 1,025,000 740,000
General and administrative. . . . . . . . 245,000 231,000
Research and development. . . . . . . . . 122,000 95,000
------------ ------------
Total expenses. . . . . . . . . . . . . . . . 1,392,000 1,066,000
------------ ------------
Income from operations. . . . . . . . . . . . 1,388,000 980,000
Other income (expense):
Interest expense. . . . . . . . . . . . . -- (1,000)
Interest income . . . . . . . . . . . . . 85,000 88,000
Equity in income of affiliate . . . . . . 89,000 --
Other . . . . . . . . . . . . . . . . . . -- (10,000)
------------ ------------
Total other income. . . . . . . . . . . . . . 174,000 77,000
------------ ------------
Income before provision for income taxes. . . 1,562,000 1,057,000
Provision for income taxes. . . . . . . . . . 578,000 385,000
------------ ------------
Net income. . . . . . . . . . . . . . . . . . $ 984,000 $ 672,000
============ ============
Net income per share. . . . . . . . . . . . . $ 0.29 $ 0.21
============ ============
Weighted average common and common
equivalent shares . . . . . . . . . . . . 3,384,890 3,248,859
============ ============
See accompanying notes to financial statements.
<PAGE> 5
MITY-LITE, INC.
STATEMENTS OF INCOME
(unaudited)
Six months ended Sept. 30,
1997 1996
------------ ------------
Net sales . . . . . . . . . . . . . . . . . . $13,637,000 $ 9,586,000
Cost of products sold . . . . . . . . . . . . 8,434,000 5,534,000
------------ ------------
Gross profit. . . . . . . . . . . . . . . . . 5,203,000 4,052,000
Expenses:
Selling . . . . . . . . . . . . . . . . . 1,965,000 1,552,000
General and administrative. . . . . . . . 495,000 467,000
Research and development. . . . . . . . . 226,000 215,000
------------ ------------
Total expenses. . . . . . . . . . . . . . . . 2,686,000 2,234,000
------------ ------------
Income from operations. . . . . . . . . . . . 2,517,000 1,818,000
Other income (expense):
Interest expense. . . . . . . . . . . . . -- (2,000)
Interest income . . . . . . . . . . . . . 170,000 173,000
Equity in income of affiliate . . . . . . 122,000 --
Other . . . . . . . . . . . . . . . . . . -- (10,000)
------------ ------------
Total other income. . . . . . . . . . . . . . 292,000 161,000
------------ ------------
Income before provision for income taxes. . . 2,809,000 1,979,000
Provision for income taxes. . . . . . . . . . 1,039,000 722,000
------------ ------------
Net income. . . . . . . . . . . . . . . . . . $ 1,770,000 $ 1,257,000
============ ============
Net income per share. . . . . . . . . . . . . $ 0.53 $ 0.39
============ ============
Weighted average common and common
equivalent shares . . . . . . . . . . . . 3,362,534 3,245,932
============ ============
See accompanying notes to financial statements.
<PAGE> 6
MITY-LITE, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended Sept. 30,
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . .. . . . . . $ 1,770,000 $ 1,257,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . 231,000 195,000
Deferred compensation. . . . . . . . . . . -- 8,000
Deferred tax expense . . . . . . . . . . . 26,000 --
Equity in income of affiliate. . . . . . . (122,000) --
Intercompany interest income . . . . . . . 50,000 --
Tax benefit from exercise of stock options 254,000 6,000
Loss on disposal of equipment. . . . . . . 1,000 10,000
Changes in assets and liabilities:
Accounts receivable. . . . . . . . . . . (1,281,000) (531,000)
Inventories. . . . . . . . . . . . . . . (171,000) (138,000)
Related party receivable . . . . . . . . -- 308,000
Prepaid expenses and other current assets (166,000) 25,000
Accounts payable . . . . . . . . . . . . 197,000 26,000
Accrued expenses and other . . . . . . . 269,000 181,000
------------ ------------
Net cash provided by operating activities. . . 1,058,000 1,347,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in affiliate. . . . . . . . . . . . (6,000) --
Purchases of property and equipment. . . . . . (425,000) (353,000)
------------ ------------
Net cash used in investing activities. . . . . (431,000) (353,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of common stock for stock options. . (104,000)
Issuance of common stock from stock options . 249,000 14,000
------------ ------------
Net cash provided by financing activities . . 145,000 14,000
------------ ------------
Net increase in cash and cash equivalents . . 772,000 1,008,000
Cash and cash equivalents at beginning of
period . . . . . . . . . . . . . . . . . . . 7,646,000 7,346,000
------------ ------------
Cash and cash equivalents at end of period . . $ 8,418,000 $ 8,354,000
============ ============
See accompanying notes to financial statements.
<PAGE> 7
MITY-LITE, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
Interim Period Accounting Policies
In the opinion of the Company's management, the accompanying unaudited
financial statements contain all normal recurring adjustments necessary to
present fairly the Company's financial position for the interim period.
Results of operations for the three months and six months ended September 30,
1997 are not necessarily indicative of results to be expected for the full
fiscal year ending March 31, 1998.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for annual financial
statements. Although the Company believes that the disclosures in these
unaudited financial statements are adequate to make the information presented
for the interim periods not misleading, certain information and footnote
information normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, and these financial statements should be read in
conjunction with the Company's audited financial statements included in the
Company's annual report to shareholders for the fiscal year ended March 31,
1997.
2. Inventories
Inventories consisted of the following:
Sept. 30, March 31,
1997 1997
------------ ------------
Materials and supplies . . . . $ 769,000 $ 611,000
Work-in-progress . . . . . . . 33,000 58,000
Finished goods . . . . . . . . 69,000 31,000
------------ ------------
$ 871,000 $ 700,000
============ ============
<PAGE> 8
3. Recently Issued Financial Accounting Standards
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, Earnings Per Share (SFAS No. 128), which establishes standards for
computing and presenting earnings per share (EPS). SFAS No. 128 is required
for the Company's fiscal year 1998 financial statements. Early adoption is
not permitted. SFAS No. 128 replaces the presentation of primary and fully
diluted EPS with the presentation of basic and diluted EPS. Basic earnings
per common share excludes dilution and is computed by dividing net income by
the weighted average number of shares of common stock outstanding during the
period. Diluted earnings per common share includes the potential dilution
that could occur if stock options or other securities were converted into
common stock. Based on SFAS No. 128, basic EPS and diluted EPS would be as
follows:
Three months ended Sept. 30,
1997 1996
------------ ------------
Basic EPS. . . . . . . . . . . . $ 0.31 $ 0.22
Diluted. . . . . . . . . . . . . $ 0.29 $ 0.21
Six months ended Sept. 30,
1997 1996
------------ ------------
Basic EPS. . . . . . . . . . . . $ 0.55 $ 0.41
Diluted. . . . . . . . . . . . . $ 0.53 $ 0.39
<PAGE> 9
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
GENERAL
The Company designs, manufactures and markets lightweight, durable,
folding leg tables, stacking chairs, and other related products used in
multi-purpose rooms of educational, recreational, hotel and hospitality,
government, office, health care, religious and other public assembly
facilities. Historically, the Company's growth has come from an expanding
base of new customers and from increasing sales to existing customers. The
Company's current and future growth is largely dependent upon its ability to
continue increasing table sales to new and existing customers and its ability
to successfully introduce and market new product lines of multi-purpose room
furniture such as chairs, staging, flooring, partitions, podiums, risers and
bench seating. The Company anticipates that over the next 12 months, its
primary business strategy and emphasis will be on acquiring and introducing
chair products while continuing to expand its share of the folding leg table
market.
The Company currently markets five lines of stacking chairs, the
MityTuff(TM), the MityStack(TM), the MityFlex(TM), the MityDeluxe(TM), and the
MityHost(TM). The MityTuff(TM) and MityStack(TM) chairs are distributed by
the Company under original equipment manufacturer (OEM) arrangements with the
chair manufacturers. Portions of the MityFlex(TM) and the MityDeluxe(TM)
chairs are manufactured by the Company. In addition, the Company performs
final assembly on these two chair lines. The MityHost(TM) is manufactured by
the Company in its Orem, Utah facility.
Net sales of the Company's table and chair products have increased during
the three months and six months ended September 30, 1997 as compared to the
three months and six months ended September 30, 1996. Management expects, but
cannot assure, that this trend will continue. Gross margins and expenses
associated with chairs and other new product lines are difficult to predict.
The Company believes that profitability rates less than those achieved on
table products will be realized on complementary products. However, no
assurance can be given that these results will be realized.
COMPARISON OF THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1997 AND
1996
NET SALES. The Company's second quarter of fiscal 1998 net sales of
$7,341,000 represented an increase of 49 percent over second quarter net sales
in the prior fiscal year. The increase reflected sales growth of 47 percent in
the table product lines and 68 percent in the chair product lines. Domestic
and international chair sales represented 9.2 percent and 8.1 percent of net
sales for the second quarter ended September 30, 1997 and 1996, respectively,
while international table and chair sales represented 8.4 percent and 11.2
percent of net sales for the same respective time periods. The overall sales
increase has resulted mainly from increased sales in the hospitality,
education, and church market segments.
<PAGE> 10
For the six month period ended September 30, 1997, the Company's net
sales of $13,637,000 represented an increase of 42 percent over the same
period in the prior fiscal year. The increase reflected sales growth of 39
percent in the table product lines and 97 percent in the chair product lines.
Domestic and international chair sales represented 9.4 percent and 6.7 percent
of net sales for the six month period ended September 30, 1997 and 1996,
respectively, while international table and chair sales represented 7.4
percent and 8.0 percent of net sales for the same respective time periods.
The overall sales increase has resulted mainly from increased sales in the
hospitality, public assembly, education, and church market segments.
GROSS PROFIT. Gross profit as a percentage of net sales decreased over
the prior year by 3.5 percentage points, to 37.9 percent for the three months
ended September 30, 1997. The majority of the decrease was caused by
increased production costs related to the implementation of a new bonding
process, additional production and labor costs associated with a second
production shift, increasing labor rates, and increasing chair sales which,
when compared to table products, have lower gross profit margins. These
increasing costs have been partially offset by increases in the average unit
sales revenue for table products.
For reasons stated above, gross profit as a percentage of net sales
decreased over the prior year by 4.1 percentage points, to 38.2 percent for
the six months ended September 30, 1997.
SELLING EXPENSES. Selling expenses were 14.0 percent of net sales in the
second quarter of fiscal 1998 as compared to 15.0 percent for the second
quarter of the prior fiscal year. The decrease in selling expenses as a
percentage of net sales resulted from overhead leverage from the increase in
sales. Actual spending increased by 38.5 percent, or $285,000, resulting from
higher personnel and commission related costs and higher advertising costs
tied to the higher sales volume.
Selling expenses were 14.4 percent of net sales in the six months ended
September 30, 1997 as compared to 16.2 percent for the same period in the
prior fiscal year. The decrease in selling expenses as a percentage of net
sales resulted from one-time costs incurred in the prior year related to a new
sales incentive program. Actual spending increased by 26.6 percent, or
$413,000, resulting from higher personnel and commission related costs and
higher advertising costs tied to the higher sales volume.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
were 3.3 percent of net sales in the second quarter of fiscal 1998 as compared
to 4.7 percent for the second quarter of the prior fiscal year. General and
administrative expenses as a percentage of net sales decreased as a result of
overhead leverage from increased sales base. Actual spending increased by 6.1
percent, or $14,000, resulting from additional personnel related expenses.
General and administrative expenses were 3.6 percent of net sales in the
six months ended September 30, 1997, as compared to 4.9 percent for the same
period in the prior fiscal year. General and administrative expenses as a
percentage of net sales decreased as a result of overhead leverage from
increased sales base. Actual spending increased by 6.0 percent, or $28,000,
resulting from additional personnel related expenses.
<PAGE> 11
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were 1.7 percent of net sales in the second quarter of fiscal 1998 as compared
to 1.9 percent for the second quarter of the prior fiscal year. Research and
development expenses as a percentage of net sales decreased as a result of
overhead leverage from the increased sales base. Actual spending increased by
28.4 percent, or $27,000, resulting from increased personnel related expenses.
Research and development expenses were 1.7 percent of net sales in the
six months ended September 30, 1997, as compared to 2.2 percent for the same
period in the prior fiscal year. Research and development expenses as a
percentage of net sales decreased as a result of overhead leverage from the
increased sales base. Actual spending increased by 5.1 percent, or $11,000,
resulting from increased personnel related expenses. Management expects to
increase its research and development expenses over current levels by $30,000
to $70,000 per quarter for the remaining two quarters in the Company's fiscal
year.
OTHER INCOME AND EXPENSE. Other income and expense netted to $174,000 in
the second quarter of fiscal 1998. Second quarter interest income was
$85,000, a decrease of $3,000 from the second quarter of the prior fiscal
year. The slight decrease was due to slightly lower interest rates earned on
the Company's excess cash and cash equivalents. The Company also recognized
income of $89,000 from its investment in DO Group, Inc. The Company bought a
49.9 percent interest in the DO Group on March 31, 1997. The $89,000
represents Mity-Lite's proportionate share of DO Group's net income for the
three months ended September 30, 1997.
Other income and expense netted to $292,000 in the six months ended
September 30, 1997. Six month interest income was $170,000, a decrease of
$3,000 from the same period in the prior fiscal year. The slight decrease was
due to slightly lower interest rates earned on the Company's excess cash and
cash equivalents. The Company also recognized income of $122,000 from its
investment in DO Group, Inc. The Company bought a 49.9 percent interest in
the DO Group on March 31, 1997. The $122,000 represents Mity-Lite's
proportionate share of DO Group's net income for the six months ended
September 30, 1997.
NET INCOME. For reasons stated above, the Company's second quarter of
fiscal 1998 net income of $984,000 increased $312,000, or 46.4 percent over
second quarter net income in the prior fiscal year. The Company's net income
of $1,770,000 for the six month period ended September 30, 1997 increased
$513,000, or 40.8 percent over same period in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, which consist primarily of high-quality
municipal bonds and tax-advantaged and non-tax-advantaged money market
instruments, totaled $8.4 million at September 30, 1997 compared to $7.6
million at March 31, 1997. The increase in cash and cash equivalents was due
primarily to cash generated from operations ($1.1 million) and net proceeds
from the exercise of stock options ($0.1 million). This increase was
partially offset by cash used to purchase manufacturing equipment, furniture,
computer equipment and software ($0.4 million).
<PAGE> 12
The Company has historically financed its growth through cash from
operations. The Company has revolving credit facilities with Zions First
National Bank and First Security Bank of Utah, N.A. The agreements, which
expire on December 5, 1997 and October 25, 1998, respectively, allow the
Company to draw up to an aggregate $4.0 million under the credit facilities.
As of September 30, 1997, the Company had no amounts drawn under the credit
facilities. The credit facilities require the maintenance of certain
financial ratios and levels of working capital, all of which were met as of
September 30, 1997.
The Company believes that cash flow from its current operations together
with existing cash reserves will be sufficient to support its working capital
requirements for its existing operations for at least the next 12 months.
However, the Company is currently seeking strategic business and product line
acquisition opportunities and its working capital requirements may
significantly increase if any acquisitions are consummated. No assurances can
be given as to the sufficiency of the Company's working capital to support the
Company's operations following any such acquisition. If the existing cash
reserves, cash flow from operations and debt financing are insufficient or if
working capital requirements are greater than estimated, the Company could be
required to raise additional capital. There can be no assurance the Company
will be capable of raising additional capital or that the terms upon which
such capital will be available to the Company will be acceptable. Additional
sources of equity capital are available to the Company through the exercise by
holders of outstanding options. At September 30, 1997, the proceeds which
would have been received by the Company upon exercise of outstanding options
which were exercisable on that date were approximately $541,000. There is no
assurance that such options will be exercised.
The Company's material cash commitments at September 30, 1997, consisted
primarily of current liabilities to be repaid from funds generated from
operations. At September 30, 1997, the Company had total current liabilities
of $1,600,000. The Company has also entered into a lease agreement with a
related party for its production and office facility under which it is
obligated to pay $17,100 per month through March 2000.
<PAGE> 13
FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS OF
OPERATIONS
All forward-looking statements contained herein are deemed by the Company
to be covered by and to qualify for the safe harbor protection provided by the
Private Securities Litigation Reform Act of 1995 (the "1995 Act"). Investors
and prospective investors in the Company should understand that several
factors govern whether any forward-looking statement contained herein will be
or can be achieved. Any one of those factors could cause actual results to
differ materially from those projected herein. These forward-looking
statements include plans and objectives of management for future operations,
including plans and objectives for products, marketing, customers, product
line expansions, cash flow availability, enhancements to the Company's
manufacturing process, increasing table and chair sales, and potential
acquisitions. The forward-looking statements included herein are based on
current expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions, among others, that the
Company a) will be able to successfully increase its share of the table
market, introduce new product lines to existing customers, market products
directly to end users, enter new markets, and continue enhancing its
manufacturing process, b) will continue to manufacture and market at current
margins high quality, high performance products at competitive prices, c) can
continue to source acceptable raw materials at current prices, d) will
continue to experience current levels of warranty service costs, e) will
realize an acceptable return on investment from the DO Group, Inc.
acquisition, f) will be able to source labor at current rates, g) will be able
to identify and consummate strategic business and product line acquisitions on
acceptable terms, and h) will increase research and development expenditures.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although
the Company believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of those assumptions could
prove inaccurate and, therefore, there is and can be no assurance that the
results contemplated in any such forward-looking statement will be realized.
Budgeting and other management decisions are subjective in many respects and
thus susceptible to interpretations and periodic revision. The impact of
actual experience and business developments may cause the Company to alter its
marketing, capital expenditure plans or other budgets, which may in turn
affect the Company's result of operations. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of any such statement should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company
will be achieved.
<PAGE> 14
Due to factors noted above and elsewhere in Management's Discussion and
Analysis of Financial Condition and Results of Operations, the Company's
future earnings and stock price may be subject to significant volatility,
particularly on a quarterly basis. Past financial performance should not be
considered a reliable indicator of future performance and investors should not
use historical trends to project results or trends in future periods. Any
shortfall in net sales or earnings from the levels anticipated by securities
analysts could have an immediate and significant effect on the trading price
of the Company's common stock in any given period. Additionally, the Company
may not learn of such shortfalls until late in a fiscal quarter, which could
result in an even more immediate and adverse effect on the trading price of
the Company's common stock.
<PAGE> 15
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An Annual Meeting of the shareholders of Mity-Lite, Inc. was held on
August 21, 1997. At the Annual Meeting, Gregory L. Wilson, Ralph E. Crump,
Peter Najar and C. Lewis Wilson were elected to serve as directors of the
Company until the next annual meeting or until their successors are elected.
The results of the voting were as follows:
Shares Shares Shares
Voted in Favor Withheld Not Voted
-------------- ----------- -----------
Gregory L. Wilson 3,143,181 1,100 45,917
Ralph E. Crump 3,143,681 600 45,917
Peter Najar 3,143,681 600 45,917
C. Lewis Wilson 3,143,681 600 45,917
In addition, the shareholders approved the adoption of the 1997 Stock
Incentive Plan. The 1997 Stock Incentive Plan provides for the grant to
directors, officers, consultants and employees of the Company and its
affiliates of incentive stock options ("ISO's"), non-qualified stock options
("NQSO's"), awards of Company stock ("Awards"), and direct purchases of
Company stock ("Purchases"), for up to an aggregate of 300,000 shares of
Common Stock. 2,876,888 shares were voted in favor of adopting the plan,
183,384 shares were voted against adopting the plan, 84,009 shares abstained,
and 45,917 shares were not voted.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11 Computation of Net Income per Share
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
MITY-LITE, INC.
Date: November 5, 1997 /s/ Gregory L. Wilson
---------------------------------
Gregory L. Wilson
Chairman of the Board, President,
and Director (Principal Executive
Officer)
Date: November 5, 1997 /s/ Bradley T Nielson
---------------------------------
Bradley T Nielson
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
1997 1996 1997 1996
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net income as reported . . . . . $984,000 $672,000 $1,770,000 $1,257,000
========= ========= ========== ==========
Primary:
Common and common equivalent shares
outstanding:
Weighted average number of
common shares outstanding. 3,219,591 3,104,188 3,204,895 3,102,998
Common stock equivalents
from options computed on
the treasury-stock method
using the average fair
market value of common
stock during the period. . 165,299 144,671 157,639 142,934
--------- --------- ---------- ----------
Shares used in the
computation. . . . . . . . 3,384,890 3,248,859 3,362,534 3,245,932
========= ========= ========== ==========
Primary net income per share . $0.29 $0.21 $0.53 $0.39
========= ========= ========== ==========
Fully Diluted:
Common and common equivalent shares
outstanding:
Weighted average number of
common shares outstanding. 3,219,591 3,104,188 3,204,895 3,102,998
Common stock equivalents from
options computed on the
treasury-stock method using
the higher of the average
fair market value of common
stock during the period or
at the end of the period . 184,075 163,454 169,526 152,326
--------- --------- ---------- ----------
Shares used in the
computation. . . . . . . . 3,403,666 3,267,642 3,374,421 3,255,324
========= ========= ========== ==========
Fully diluted net income per
share. . . . . . . . . . . . $0.29 $0.21 $0.52 $0.39
========= ========= ========== ==========
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 1997 (unaudited) and Statements of Income for
the three months ended September 30, 1997 (unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 8,418,000
<SECURITIES> 0
<RECEIVABLES> 3,742,000
<ALLOWANCES> 265,000
<INVENTORY> 871,000
<CURRENT-ASSETS> 12,939,000
<PP&E> 3,306,000
<DEPRECIATION> (1,484,000)
<TOTAL-ASSETS> 16,702,000
<CURRENT-LIABILITIES> 1,600,000
<BONDS> 0
0
0
<COMMON> 7,457,000
<OTHER-SE> 7,645,000
<TOTAL-LIABILITY-AND-EQUITY> 15,102,000
<SALES> 7,341,000
<TOTAL-REVENUES> 7,341,000
<CGS> 4,561,000
<TOTAL-COSTS> 4,561,000
<OTHER-EXPENSES> 1,392,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,562,000
<INCOME-TAX> 578,000
<INCOME-CONTINUING> 984,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 984,000
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
