WELCOME HOME INC
10-Q, 1999-08-17
HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE QUARTER ENDED JULY 03, 1999

                                       OR

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

                         COMMISSION FILE NUMBER 0-24912

                               WELCOME HOME, INC.


DELAWARE                                                             56-1379322
(State of other Jurisdiction of                                (I.R.S. EMPLOYER
Incorporation or Organization)                              IDENTIFICATION NO.)

309 Raleigh Street
Wilmington, NC                                                            28412
(Address of Principal Executive Offices)                             (Zip Code)
                                 (910) 791-4312
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X)        No ( )

The aggregate market value of the voting stock held by non-affiliates of the
registrant was $500,000 as of August 16, 1999. Determination of affiliate status
for this purpose is not a determination of affiliate status for any other
purpose. As of August 16, 1999, there were 9,000,000 shares of the registrant's
common stock outstanding.


<PAGE>
                                      INDEX



PART  I.  FINANCIAL INFORMATION

ITEM  1.   FINANCIAL STATEMENTS

Balance Sheets as of July 3, 1999 and December 31, 1998.......................3

Statements of Operations for the Three Months and Six Months Ended

    July 3, 1999 and July 4, 1998.............................................4

Statements of Cash Flows for the Six Months Ended

    July 3, 1999 and July 4, 1998.............................................5

Statement of Shareholders' Equity for the Six Months Ended

    July 3, 1999..............................................................6

Notes to Financial Statements.................................................7


ITEM  2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS..........................................7


PART  II.  OTHER INFORMATION..................................................11

ITEM  1.   LEGAL PROCEEDINGS

ITEM 2.    CHANGES IN SECURITIES

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.    OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURES....................................................................11

                                       2
<PAGE>


    PART I
    ITEM 1.  FINANCIAL STATEMENTS


                               WELCOME HOME, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                                      <C>
                                                                                    July 3,       December
                                                                                      1999        31, 1998
                                                                                  ------------- -------------
                                                                                  (Unaudited)    (Audited)
                                                                                  ---------------------------
                                                                                  (in thousands of dollars)
- --------------------------------------------------------------------------------- ---------------------------
ASSETS
Current assets:
Cash and cash equivalents                                                         $      589    $      784
Inventories                                                                           12,510        11,352
Due from affiliates                                                                      402           530
Prepaid and other assets                                                                  75            66
- --------------------------------------------------------------------------------- ------------- -------------
Total Current Assets                                                                  13,576        12,732
Property & equipment, net                                                              4,133         4,769
Other assets                                                                             276           276
- --------------------------------------------------------------------------------- ------------- -------------
Total Assets                                                                      $   17,985    $   17,777
================================================================================= ============= =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdraft                                                                    $      711    $    1,191
Notes payable - line of credit                                                         9,707         6,154
Notes payable to Jordan Industries                                                       133             -
Accounts payable                                                                         858           715
Accounts payable to affiliates                                                         2,213         2,409
Accrued expenses                                                                       2,847         4,010
Accrued restructuring charges                                                            268           447
- --------------------------------------------------------------------------------- ------------- -------------
Total Current Liabilities                                                             16,737        14,926
Note payable to Jordan Industries                                                        667             -
- --------------------------------------------------------------------------------- ------------- -------------
Total liabilities                                                                     17,404        14,926

Shareholders' equity:
Preferred stock, $0.01 par value;
     1,000,000, shares authorized; none issued                                             -             -
Old common stock, $0.01 par value;
     13,000,000 shares authorized; 8,500,000 shares issued                                 -            85
New common stock, $0.01 par value;
     10,000,000 shares authorized; 9,000,000 shares issued and outstanding                90             -
Additional paid-in capital                                                            15,900        20,790
Retained deficit                                                                     (15,409)      (13,139)
- --------------------------------------------------------------------------------- ------------- -------------
Subtotal                                                                                 581         7,736
Less treasury stock, at cost
     (1,046,385 shares)                                                                    -         4,885
- --------------------------------------------------------------------------------- ------------- -------------
Total Shareholders' Equity                                                               581         2,851
================================================================================= ============= =============
Total Liabilities and Shareholders' Equity                                        $   17,985    $   17,777
================================================================================= ============= =============
</TABLE>

See Notes to Financial Statements


                                       3
<PAGE>

                               WELCOME HOME, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>               <C>           <C>
                                                                  Three Months Ended               Six Months Ended
                                                              July 3, 1999  July 4, 1998      July 3, 1999  July 4, 1998
                                                              ------------- ------------- --- ------------- -------------
                                                               (in thousands of dollars        (in thousands of dollars
                                                                except per share data)          except per share data)
- ------------------------------------------------------------- --------------------------- --- ---------------------------
Net Sales                                                     $   11,843    $   11,211        $   21,302    $   20,818
Cost of sales                                                      6,280         6,058            11,527        11,857
- ------------------------------------------------------------- ------------- ------------- --- ------------- -------------
Gross margin                                                       5,563         5,153             9,775         8,961
Selling, general and administrative expenses
     (excluding depreciation)                                      5,288         4,971            10,466        10,009
Depreciation                                                         515           551             1,031         1,096
- ------------------------------------------------------------- ------------- ------------- --- ------------- -------------
Operating loss                                                      (240)         (369)           (1,722)       (2,144)
Interest expense - Jordan Industries                                  17            30                27            68
Interest expense - other                                             227           227               421           424
Other expense                                                          2             6                 5             6
- ------------------------------------------------------------- ------------- ------------- --- ------------- -------------
Loss before bankruptcy reorganization costs
     and  income taxes                                              (486)         (632)           (2,175)       (2,642)
Bankruptcy reorganization costs                                       30           300                65           600
- ------------------------------------------------------------- ------------- ------------- --- ------------- -------------
Loss before provision for income taxes                              (516)         (932)           (2,240)       (3,242)
Provision for income taxes                                            15            15                30            30
- ------------------------------------------------------------- ------------- ------------- --- ------------- -------------
Net loss                                                      $     (531)   $     (947)       $   (2,270)   $   (3,272)
============================================================= ============= ============= === ============= =============

Net loss available to common shareholders                     $     (531)   $   (1,058)       $   (2,270)   $   (3,494)
============================================================= ============= ============= === ============= =============

Basic and diluted loss per common share                       $   (0.06)    $    (0.12)       $   (0.25)    $    (0.39)
============================================================= ============= ============= === ============= =============

Weighted average common shares outstanding (in thousands)          9,000         9,000             9,000         9,000
============================================================= ============= ============= === ============= =============
</TABLE>

See Notes to Financial Statements


                                       4
<PAGE>

                               WELCOME HOME, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                    <C>           <C>
                                                                                       Six Months Ended
                                                                                  July 3, 1999  July 4, 1998
                                                                                  ---------------------------
                                                                                   (in thousands of dollars
                                                                                    except per share data)
- --------------------------------------------------------------------------------- ---------------------------
Cash flows from operating activities:
Net loss                                                                          $   (2,270)   $   (3,272)
Adjustments to reconcile net loss to net cash
     used in operating activities:
Depreciation                                                                           1,031         1,096
Changes in operating assets and liabilities:
     Due from affiliates                                                                 128             -
     Inventories                                                                      (1,158)         (244)
     Prepaid expenses and other assets                                                    (9)          102
     Accounts payable                                                                   (337)         (296)
     Payables to affiliates                                                             (196)          446
     Accrued liabilities                                                              (1,342)         (908)
- --------------------------------------------------------------------------------- ------------- -------------
Net cash used in operating activities                                                 (4,153)       (3,076)
- --------------------------------------------------------------------------------- ------------- -------------
Cash flows used in investing activities:
Capital expenditures                                                                    (395)         (104)
- --------------------------------------------------------------------------------- ------------- -------------
Net cash used in investing activities                                                   (395)         (104)
- --------------------------------------------------------------------------------- ------------- -------------
Cash flows from financing activities:
Proceeds from advances from Jordan Industries                                            800             -
Repayment of advances from Jordan Industries                                               -          (661)
Proceeds from line of credit                                                          32,276        25,381
Repayments - line of credit                                                          (28,723)      (21,691)
- --------------------------------------------------------------------------------- ------------- -------------
Net cash provided by financing activities                                              4,353         3,029
- --------------------------------------------------------------------------------- ------------- -------------
Net decrease in cash and cash equivalents                                               (195)         (151)
Cash and cash equivalents at beginning of period                                         784           845
================================================================================= ============= =============
Cash and cash equivalents at end of period                                        $      589    $      694
================================================================================= ============= =============


Supplemental disclosures of cash flow information:
  Cash paid during the period for:
  Interest - Jordan Industries                                                    $       21    $       68
================================================================================= ============= =============
  Interest - third party                                                          $      484    $      488
================================================================================= ============= =============
</TABLE>

See Notes to Financial Statements


                                       5
<PAGE>

                               WELCOME HOME, INC.
                        STATEMENT OF SHAREHOLDERS' EQUITY
                            (in thousands of dollars)
<TABLE>
<CAPTION>
<S>                 <C> <C>     <C>          <C>        <C>        <C>                   <C>          <C>       <C>
                                     Series A
                                    Redeemable                      Additional              Retained
                                     Preferred  Preferred  Common    Paid-In   Translation  Earnings   Treasury
                                      Stock       Stock     Stock     Capital   Component   (Deficit)    Stock    Total
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1998    $         -  $       -  $     85   $  20,790    $    -   $  (13,139)  $ (4,885) $  2,851

Net loss                                  -          -         -           -         -       (2,270)        -     (2,270)

Issuance of new common stock
     and cancellation of old
     common stock                         -          -         5      (4,890)        -            -     4,885          -

================================================================================================================================
Balance at July 3, 1999         $         -  $       -  $     90    $ 15,900    $    -   $  (15,409)  $     -   $    581
================================================================================================================================
</TABLE>

See Notes to Financial Statements

                                       6
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Unaudited)


1. BASIS OF PRESENTATION

The financial statements have been prepared by Welcome Home, Inc. (the "Company"
or "Welcome Home") pursuant to the rules and regulations of the Securities and
Exchange Commission. 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. These financial statements should be read in conjunction with the
audited financial statements included in the Company's Annual Report on Form
10-K for the year ended December 31,1998.

The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results for interim periods.

Certain 1998 amounts have been reclassified to conform with the 1999
presentation. Such reclassifications had no effect on previously reported net
loss or shareholders' deficit.

The Company's sales volume has historically varied between quarters based on
several factors including the Christmas shopping season and accordingly, the
results of operations for the three and six months periods ended July 3, 1999
are not necessarily indicative of annual results of operations.

2. BANKRUPTCY PROCEEDINGS

On January 21, 1997, the Company filed a voluntary petition for relief under the
provisions of Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). On
September 28, 1998, the Bankruptcy Court approved a Plan of Reorganization (the
"Plan") for Welcome Home. The Plan became effective on November 2, 1998 and
Jordan Industries purchased the secured and unsecured claims amounting to
approximately $6.9 million (excluding all Jordan Industries and Cape Craftsmen
claims) for approximately $1.1 million. The Plan also provided that shareholders
of the Company would receive shares of a new class of common stock of Welcome
Home ("New Common Stock") on a prorated basis. The 500,000 shares of New Common
Stock were distributed on June 18, 1999 to owners of Welcome Home's old Common
Stock based on the shareholders' percentage of total old Common Stock
outstanding excluding old Common Stock held by Jordan Industries. The prior
year's earnings per share information has been restated. The restated amounts
were calculated assuming the shares of New Common Stock were outstanding during
these periods. The Bankruptcy Court granted a request by Welcome Home to emerge
from the Chapter 11 proceeding on May 19, 1999 and a formal order of closure was
issued on July 21, 1999.


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


GENERAL

Welcome Home is a specialty retailer of gifts and decorative home furnishings
and accessories in North America, with 121 stores located primarily in factory
outlet centers in 36 states. Welcome Home stores offer a broad product line of
1,500 to 2,500 Stock Keeping Units ("SKUs") consisting of 11 basic groups,
including decorative home textiles, framed art, furniture, candles, lighting,
fragrance, decorative accessories, decorative garden, music, special opportunity
merchandise and seasonal products. Welcome Home's products currently range in
price up to $1,500, with an average sales transaction of $20.74 for the six
months ended July 3, 1999, as compared to $17.99 for the six months ended July
4, 1998.


                                       7
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth certain selected income statement data of the
Company expressed as a percentage of net sales and certain operating statistics
of the Company:
<TABLE>
<CAPTION>
<S>                                                <C>           <C>               <C>           <C>
                                                  Three Months Ended               Six Months Ended
                                              July 3, 1999  July 4, 1998      July 3, 1999  July 4, 1998
                                              ------------- ------------- --- ------------- -------------
Net sales                                         100.0 %       100.0 %           100.0 %       100.0 %
Cost of sales                                      53.0          54.0              54.1          57.0
Gross profit                                       47.0          46.0              45.9          43.0
Selling, general and administrative
     expenses  (excluding depreciation)            44.7          44.3              49.1          48.1
Depreciation                                        4.3           4.9               4.8           5.3
Operating loss                                     (2.0)         (3.3)             (8.1)        (10.3)
Interest expense                                    2.1           2.3               2.1           2.4
Bankruptcy reorganization costs                     0.3           2.7               0.3           2.9
Provision for income taxes                          0.1           0.1               0.1           0.1
Net loss                                           (4.5) %       (8.4) %          (10.7) %      (15.7) %


OPERATING  STATISTICS:
Stores open at period end                            121           120               121           120
Total square feet of store space at
     period end (in thousands)                       340           339               340           339
Percentage  increase (decrease) in
     comparable store sales                         4.5 %        (3.9) %            1.6 %         2.0 %
</TABLE>

THREE MONTHS ENDED JULY 3, 1999 AS COMPARED TO THREE MONTHS ENDED JULY 4, 1998

NET SALES. Net sales for the three months ended July 3, 1999 increased by $0.6
million or 5.6%, as compared to the three months ended July 4, 1998. This
increase reflects an increase in comparable store sales of 4.5%. The Company
showed an increase in its average sales transaction to $21.10 for the quarter
ended July 3, 1999 compared to $18.65 for the quarter ended July 4, 1998 on the
same store basis.

GROSS PROFIT. Gross profit for the quarter ended July 3, 1999 increased $0.4
million, or 8.0%, as compared to the quarter ended July 4, 1998. Gross profit as
a percentage of sales increased to 47.0% from 46.0%, due primarily to higher
initial markups during the second quarter of 1999. The cost of markdowns
increased by 9.7% to $0.7 million for the quarter ended July 3, 1999 compared to
$0.7 million for the quarter ended July 4, 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense for the quarter ended July 3, 1999 increased by $0.3 million, or 6.4%,
as compared to the quarter ended July 4, 1998, due primarily to higher rent due
to less rent concessions from landlords. In addition, selling and administrative
expense as a percentage of net sales increased to 44.7% in the second quarter of
1999 as compared to 44.3% in the second quarter of 1998.

BANKRUPTCY REORGANIZATION COSTS. The Company recorded $0.3 million of bankruptcy
fees in the second quarter of 1998 and $30 thousand in 1999. These charges
represent the expenses associated with the Chapter 11 bankruptcy proceedings.

INTEREST EXPENSE - OTHER. Interest expense - other remained at $0.2 million for
the quarters ended July 3, 1999 and July 4, 1998.

NET LOSS. The Company's net loss for the quarter ended July 3, 1999 was $0.5
million as compared to $0.9 million for the quarter ended July 4, 1998. The
decrease in net loss of $0.4 million was due to a comparable store sales
increase and higher gross margin offset by slightly higher selling, general and
administrative expenses.


SIX MONTHS ENDED JULY 3, 1999 AS COMPARED TO SIX MONTHS ENDED JULY 4, 1998

NET SALES. Net sales for the six months ended July 3, 1999 increased by $0.5
million or 2.3%, as compared to the six months ended July 4, 1998. This increase
reflects comparable store sales gain of 1.6%. The Company showed an increase in
its average sales transaction to $20.77 for the six months ended July 3, 1999
compared to $17.99 for the six months ended July 4, 1998 on the same store
basis.

                                       8
<PAGE>

GROSS PROFIT. Gross profit for the six months ended July 3, 1999 increased $0.8
million, or 9.1%, as compared to the six months ended July 4, 1998. Gross profit
as a percentage of sales increased to 45.9% from 43.0%, due primarily to higher
initial markups and lower markdowns taken during the first six months of 1999.
The cost of markdowns remained the same at $1.5 million for the six months ended
July 3, 1999 and for the six months ended July 4, 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expense for the six months ended July 3, 1999 increased by $0.5 million, or
4.6%, as compared to the six months ended July 4, 1998, due primarily to higher
rent due to less rent concessions from landlords. In addition, selling and
administrative expense as a percentage of net sales increased to 49.1% in the
first six months of 1999 as compared to 48.1% in the first six months of 1998.

BANKRUPTCY REORGANIZATION COSTS. The Company recorded $0.6 million of bankruptcy
fees in the first six months of 1998 and $65 thousand in 1999. These charges
represent the expenses associated with the Chapter 11 bankruptcy proceedings.

INTEREST EXPENSE - OTHER. Interest expense - other remained at $0.4 million for
the six months ended July 3, 1999 and July 4, 1998.

NET LOSS. The Company's net loss for the six months ended July 3, 1999 was $2.3
million as compared to $3.3 million for the six months ended July 4, 1998. The
decrease in net loss of $1.0 million was due to lower bankruptcy costs
associated with the Chapter 11 bankruptcy proceedings, a comparable store sales
increase and higher gross margin offset by slightly higher selling, general and
administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a $3.2 million working capital deficit at July 3, 1999 as
compared to $2.2 million deficit at December 31, 1998. The decrease in working
capital was due primarily to an increase in notes payable - line of credit due
to the seasonality of the business offset by a decrease in accrued expenses due
to payments of bankruptcy settlements.

The Company expects to satisfy its anticipated demands and commitments for cash
in the next 12 months primarily from borrowings under its credit facility with
Fleet Capital Corporation. The terms of this facility are as follows:

o   Borrowing base of $15.0 million
o   Commencing on October 29, 1998 until October 29, 2003
o   Secured by substantially all assets of the Company
o   Interest calculated at 1 1/4% above prime.

The Company signed a commitment to enter into an $800,000 Promissory Note with
Jordan Industries that bears interest at 8.5%. The note calls for monthly
payments of interest only through April 30, 2000, and commencing on May 1, 2000,
the Company must make monthly payments of $66,667 plus accrued interest until
the note is paid in full. Welcome Home received the proceeds from this note on
February 11, 1999. The entire amount payable under this note remains
outstanding.


NET OPERATING LOSS CARRYFORWARDS AND DEFERRED TAX ASSETS

At December 31,1998, the Company had approximately $26.7 million of net
operating loss carryforwards for Federal income tax purposes ("NOL's"). Due to
the uncertainty of generating future taxable income, management believes it is
appropriate to fully reserve the deferred tax asset.


YEAR 2000

The past practice of computer programs being written using two digits rather
than four to define the applicable year has resulted in the "Year 2000 Issue."
Any of the Company's computer programs or hardware that has date sensitive
software or embedded chips may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations or a temporary inability to
engage in normal business activities. In response to this issue, the Company
developed a Year 2000 Task Force ("Task Force") whose project scope included the
assessment and ongoing monitoring of all information technology computer
hardware and software and non-information technology equipment affected by the
Year 2000 Issue. The Company's plan to resolve the Year 2000 Issue involves the
following four phases: assessment, remediation, testing and implementation.

                                       9
<PAGE>

The Company's information technology infrastructure consists primarily of
externally developed software running in a mainframe environment. The Company
also has a network of personal computers, through local area networks. The local
area networks of personal computers and related software are substantially Year
2000 compliant.

The Company's information technology mainframe software applications that
support its critical processes have been remediated, tested and determined to be
Year 2000 compliant. However, the ultimate effectiveness of the information
technology will be unknown until January 1, 2000, and there is no assurance that
there will not be a material adverse effect.

The Company has no significant single supplier, vendor or customer ("external
agents") that is critical to its ongoing operations. To date, the Company is not
aware of any external agent with a Year 2000 issue that would materially impact
the Company's results of operations, liquidity or capital resources. However,
the Company has no means of ensuring that external agents are Year 2000
compliant. The inability of external agents principally financial institutions,
insurance companies, energy suppliers and other third party employee benefit
related providers - to complete their Year 2000 resolution process in a timely
manner could materially impact the Company. The effect of non-compliance by
external agents in not determinable.

The Company has and will continue to renovate, test and implement the software
and operating equipment for Year 2000 modifications. The total costs of the Year
2000 projects are estimated to be approximately $0.1 million. The results of
ongoing remediation and testing, however, could result in additional costs to
the Company.

Management of the Company believes it has an effective program in place to
resolve the impact of the Year 2000 issue in a timely manner and does not expect
the Year 2000 issue to have a material adverse effect on the Company . But, as
noted above, the Company has not yet completed the conversion of all information
technologies identified in its Year 2000 program. If the Company does not
complete any further Year 2000 work, the Company might be unable to effectively
account for or report its financial position and results of operations using its
current information technology. In addition, the ultimate effectiveness of the
remediated information technology will be unknown until January 1, 2000, and
there is no assurance that there will not be a material adverse effect. The
amount of the potential liability and lost revenue, if any, resulting from these
risks cannot be reasonably estimated at this time.

The Company currently has no formal contingency plans in place if it does not
complete all phases of the Year 2000 program. However, the progress of the Year
2000 program is being closely monitored, and additional measures will be taken
as risks are identified. The Company plans to evaluate the status of completion
in the second half of 1999 and determine whether such a plan is necessary.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act on Form 10-Q
of 1933 and Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
including those arising out of economic, climatic, political, regulatory,
competitive and other factors. The forward-looking statements in this document
are intended to be subject to the safe harbor protection provided by Sections
27A and 21E. For a discussion identifying some important factors that could
cause actual results to vary materially from those anticipated in the
forward-looking statements, see certain of the Company's other filings with the
Securities and Exchange Commission including its Annual Report on form 10-K for
the year ended December 31, 1998.


                                       10
<PAGE>

PART II.  OTHER INFORMATION
WELCOME HOME, INC.

          ITEM     1. LEGAL PROCEEDINGS:
                         The Bankruptcy Court granted a request by Welcome Home
                         to emerge from the Chapter 11 proceeding on May 19,
                         1999 and a formal order of closure was issued on July
                         21, 1999.

          ITEM     2  CHANGES IN SECURITIES:
                         In accordance with the Plan and in connection with
                         Welcome Home's emergence from Chapter 11 bankruptcy
                         proceedings on May 28, 1999, the Company filed a Second
                         Restated Certificate of Incorporation (the "New
                         Certificate") which provides that all shares of the
                         Company Common Stock issued and outstanding on November
                         10, 1998 ("Old Common Stock") were cancelled on such
                         date. The New Certificate also provides for the
                         authorization of 10,000,000 shares of New Common Stock
                         and the issuance of 500,000 shares of New Common Stock
                         based on the the shareholders' percentage of total Old
                         Common Stock outstanding, excluding shares of Old
                         Common Stock held by Jordan Industries. The issuance of
                         shares of New Common Stock in connection with Welcome
                         Home's emergence from Chapter 11 bankruptcy proceedings
                         was exempt from the registration provisions of the
                         Securities Act of 1933, as amended, pursuant to Section
                         3(a)(7) thereof.

          ITEM     3. DEFAULTS UPON SENIOR SECURITIES:                      NONE

          ITEM     4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                      HOLDERS:

          ITEM     5. OTHER INFORMATION:

          ITEM     6. EXHIBITS AND REPORTS ON FORM 8-K

(A)     EXHIBITS:
                           No. 3   Second Restated Certificate of Incorporation

(B)     REPORTS FILED ON FORM 8-K:                                          NONE


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          WELCOME HOME. INC.

                                          BY:
                                          /s/ MARK S. DUDECK
                                          -------------------------------------
                                          NAME: MARK S. DUDECK
                                          TITLE: VICE PRESIDENT, TREASURER AND
                                                  CHIEF FINANCIAL OFFICER
                                                  (PRINCIPAL FINANCIAL OFFICER)

AUGUST 16, 1999

                                       11

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000922817
<NAME>                        WELCOME HOME, INC.
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   JUL-3-1999
<CASH>                                         589
<SECURITIES>                                   0
<RECEIVABLES>                                  402
<ALLOWANCES>                                   0
<INVENTORY>                                    12,510
<CURRENT-ASSETS>                               13,576
<PP&E>                                         13,575
<DEPRECIATION>                                 9,443
<TOTAL-ASSETS>                                 17,985
<CURRENT-LIABILITIES>                          16,737
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       90
<OTHER-SE>                                     491
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