-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, teIjDXH2IEbcrPaXgu6Vyo8f6KdAAJXL4O7tZ/bBEotPM/Mo6QjbcOHWZPad19Rc gDHrNhJ8hDkHrRF6lODCSA== 0000040643-95-000011.txt : 19950801 0000040643-95-000011.hdr.sgml : 19950801 ACCESSION NUMBER: 0000040643-95-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL HOUSEWARES CORP CENTRAL INDEX KEY: 0000040643 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 410919772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07117 FILM NUMBER: 95557357 BUSINESS ADDRESS: STREET 1: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 BUSINESS PHONE: 8122321000 MAIL ADDRESS: STREET 2: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 10-Q 1 QUARTERLY REPORT FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ----------------------------------- (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ---------- to ---------- Commission File No. 1-7117 General Housewares Corp. (Exact name of Registrant as specified in its Charter) Delaware 41-0919772 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1536 Beech Street 47804 Terre Haute, Indiana (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (812) 232-1000 - ----------------------------------- 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X or No Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock as of the latest practicable date. Class of Common Stock Outstanding at July 28, 1995 $.33 1/3 Par Value 3,988,565 GENERAL HOUSEWARES CORP. Index Part I. Financial Information Item 1. Financial Statements (Unaudited) Consolidated Condensed Statements of Income and Retained Earnings Three months and six months ended June 30, 1995 and 1994 Consolidated Condensed Balance Sheets June 30, 1995 and December 31, 1994 Consolidated Condensed Statements of Cash Flows Six months ended June 30, 1995 and 1994 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K PART I FINANCIAL INFORMATION GENERAL HOUSEWARES CORP. & SUBSIDIARIES (Dollars in thousands except per share amounts) Consolidated Condensed Statements of Income and Retained Earnings (Unaudited)
For the three months For the six months ended June 30, ended June 30, 1995 1994 1995 1994 Net sales $25,084 $18,033 $52,074 $36,480 Cost of goods sold 16,186 11,732 33,483 23,343 ------- ------- ------- ------- Gross profit 8,898 6,301 18,591 13,137 Selling, general and administrative expenses 7,947 5,782 16,624 12,192 ------- ------- ------- ------- Operating income 951 519 1,967 945 Interest expense, net 728 334 1,384 603 ------- ------- ------- ------- Income from operations before income taxes 223 185 583 342 Income taxes 96 77 244 141 ------- ------- ------- ------- Net income for the period 127 108 339 201 Retained earnings, beginning of period 29,942 28,198 30,029 28,368 Less: Dividends ($.08 per common share per quarter in 1995 and 1994) 299 264 598 527 ------- ------- ------- ------- Retained earnings, end of period $29,770 $28,042 $29,770 $28,042 ------- ------- ------- ------- ------- ------- ------- ------- Earnings per common share: Net income $0.03 $0.03 $0.09 $0.06 ------- ------- ------- ------- ------- ------- ------- -------
See notes to consolidated condensed financial statements. PART I FINANCIAL INFORMATION GENERAL HOUSEWARES CORP. & SUBSIDIARIES (Dollars in thousands) Consolidated Condensed Balance Sheets
As of June 30, December 31, 1995 1994 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 75 $ 2,993 Accounts receivable, less allowances of $3,309 ($5,312 in 1994) 14,424 16,854 Inventories 30,710 20,841 Deferred tax asset 2,078 2,184 Other current assets 1,246 905 -------- ------- Total current assets 48,533 43,777 Property, plant & equipment, net 13,267 13,001 Other assets 7,022 7,455 Patents and other intangible assets 4,082 4,294 Cost in excess of net assets acquired 29,238 29,831 -------- ------- $102,142 $98,358 -------- ------- -------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes Payable $ 900 $ 0 Current maturities of long-term debt 1,033 1,122 Deferred payment obligation - 2,382 Accounts payable 3,108 3,544 Salaries, wages and related benefits 2,563 2,525 Accrued liabilities 3,520 2,729 Income taxes payable 231 1,141 -------- ------- Total Current Liablities 11,355 13,443 Long-term debt 36,586 30,809 Deferred liabilities 3,837 3,851 -------- ------- Stockholders' equity: Preferred stock - $1.00 par value: Authorized - 1,000,000 shares Common stock - $.33-1/3 par value: Authorized - 10,000,000 shares Outstanding - 1995 - 3,988,565 and 1994 - 3,966,705 shares 1,332 1,324 Capital in excess of par value 22,976 22,708 Treasury stock at cost - 1995 and 1994 - 243,760 shares (3,216) (3,216) Retained earnings 29,770 30,029 Cumulative translation adjustment (123) (215) Minimum pension liability (375) (375) -------- ------- Total stockholders' equity 50,364 50,255 -------- ------- $102,142 $98,358 -------- ------- -------- -------
See notes to consolidated condensed financial statements. GENERAL HOUSEWARES CORP. & SUBSIDIARIES (Dollars in thousands) Consolidated Condensed Statements of Cash Flows (Unaudited)
For the six months ended June 30, 1995 1994 Cash flows from operating activities: Net income $ 339 $ 201 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 2,397 1,980 Foreign exchange loss 40 - Compensation related to stock awards 30 30 Increase in deferred liabilities 92 30 Decrease (increase) in assets: Accounts receivable 2,444 1,091 Inventory (9,848) (5,176) Other assets (11) 186 (Decrease) increase in operating liabilities: Accounts payable (438) (63) Salaries, wages & related benefits 38 (23) Accrued liabilities 707 751 Income taxes payable (910) (851) ------- ------- Net cash used for operating activities (5,120) (1,844) ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (1,731) (1,396) ------- ------- Net cash used for investing activities (1,731) (1,396) ------- ------- Cash flows from financing activities: Payment of deferred obligation (2,382) - Increase in notes payable 900 - Collection of notes receivable - 884 Long-term debt borrowing 5,760 1,999 Proceeds from stock options and employee purchases 246 111 Dividends paid (598) (527) ------- ------- Net cash provided by financing activities 3,926 2,467 ------- ------- Net decrease in cash and cash equivalents (2,925) (773) Cash and cash equivalents at beginning of year 2,993 785 Effect of exchange rate on cash 7 - ------- ------- Cash and cash equivalents at end of period $ 75 $ 12 ------- ------- ------- -------
See notes to consolidated condensed financial statements. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Dollars in thousands) Note 1 - General The accompanying interim Consolidated Condensed Financial Statements have been prepared by the Company, without audit, 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. However, in the opinion of management, the financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial information for the periods presented. The interim Consolidated Condensed Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1994 Annual Report on Form 10-K. Note 2 - Inventories
June 30, December 31, 1995 1994 Inventories consisted of: Raw materials $ 4,862 $ 4,293 Work in process 4,206 2,292 Finished goods 23,686 16,064 ------- ------- $32,754 $22,649 LIFO Reserve (2,044) (1,808) ------- ------- Total $30,710 $20,841 ------- ------- ------- -------
Note 3 - Properties
June 30, December 31, 1995 1994 Land $ 674 $ 674 Buildings 4,245 4,245 Equipment 29,920 28,129 ------- ------- Total 34,839 33,048 Less Depreciation (21,572) (20,047) ------- ------- Total, net $13,267 $13,001 ------- ------- ------- -------
Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands) Referring to the Company's financial condition as of June 30, 1995 as contrasted with December 31, 1994, inventories have increased while accounts receivable and current liabilities have decreased. The increase in inventories is attributable to the programmed leveling of production over the entire year, coupled with Company-wide goals of improving customer service in the second half of 1995. The decrease in accounts receivable is due to seasonal factors. Current liabilities are down due to the payment of an amount contractually due former owners of a business acquired in 1994. Net sales for the three month period ended June 30, 1995 were $25,084, an increase of 39% over net sales of $18,033 for the same period in 1994. Net sales for the six month period ended June 30, 1995 were $52,074, an increase of 43% over net sales of $36,480 for the same period in 1994. The increases are due in large part to acquisitions made in the second half of 1994, as well as increased market penetration in certain of the Company's product lines -- predominantly kitchen tools and imported cutlery. Second quarter gross profit rose from $6,301 in 1994 to $8,898 due primarily to increased sales volume. Gross profit percentage for the quarter rose slightly due to a favorable sales mix. Gross profit for the first six months of 1995 rose from $13,137 in 1994 to $18,591, due primarily to increased sales volume. Selling, general and administrative expenses were 37% and 36% higher in the second quarter of 1995 and the six months ended June 30, 1995, respectively, as compared to the same periods in 1994. The increase reflects costs associated with increased sales, $388 of increased goodwill amortization ($194 in the second quarter) related to the 1994 acquisitions and $225 of expenses incurred (all in the second quarter) as a result of revised estimates concerning environmental remediation projects in progress. These costs were partially offset by favorable reserve adjustments. Operating income in the second quarter of 1995 increased by $432 over the same period in 1994, representing a 1% increase as a percentage of sales. Operating income in the first half of 1995 increased by $1,022 over the same period in 1994, also representing a 1% increase as a percentage of sales. Interest expense for the second quarter of 1995 was $728 as compared to $334 for the second quarter of 1994. For the first six months of 1995, interest expense increased from $603 to $1,384. Acquisitions made in 1994 and working capital needs to support improved customer service goals have increased the level of borrowings in 1995 as compared to the first six months of 1994. This increased debt load, along with higher interest rates, have caused the increase in interest expense. Net income for the second quarter of 1995 was $127 as compared to $108 for the same period last year; related quarterly earnings per share remained at $.03. Net income for the first six months of 1995 was $339 as compared to $201 for the same period last year and related earnings per share rose from $.06 to $.09. Year-to-date earnings per share were calculated on 3,770 weighted average shares as compared to 3,336 for the same period last year, reflecting additional shares issued in connection with the 1994 acquisition activity. PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) Annual meeting of Stockholders of General Housewares Corp. was held on May 2, 1995. (b) Proxies were solicited by the directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management's nominees as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of the stockholders. Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three months ended June 30, 1995. 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. GENERAL HOUSEWARES CORP. Dated: July 28, 1995 By /s/Robert L. Gray -------------------------------- Robert L. Gray Vice President Finance and Treasurer By /s/Mark S. Scales -------------------------------- Mark S. Scales Corporate Controller Chief Accounting Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibit 11. Statement of Computation of Earnings per share included herein as Exhibit 11. 27. Financial Data Schedule. EX-11 2 PRIMARY EARNINGS PER SHARE EXHIBIT 11 GENERAL HOUSEWARES CORP. Computation of Primary Earnings Per Share (Dollars in thousands except per share amounts)
For the six months ended June 30, 1995 1994 Net income $ 339 $ 201 Shares: Weighted average number of shares of common stock outstanding 3,741,220 3,296,994 Shares assumed issued (less shares assumed purchased for treasury) on stock option agreements 29,016 39,391 Rounding (236) (385) ---------- ---------- 3,770,000 3,336,000 ---------- ---------- ---------- ---------- Earnings per Common Share: Net Income $0.09 $0.06 ---------- ---------- ---------- ----------
EX-27 3 EXHIBIT 27 (FDS) FILED WITH FORM 10-Q
5 1000 6-MOS Dec-31-1995 Apr-01-1995 Jun-30-1995 75 0 17,733 3,309 30,710 48,533 34,839 21,572 102,142 11,355 0 1,332 0 0 49,032 102,142 25,084 25,084 16,186 16,186 7,947 50 728 223 96 127 0 0 0 127 .03 .03
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