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 March 31, 1999 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 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 April x-x-x, 1999 $.33-1/3 Par Value x-x-x-x-x-x- GENERAL HOUSEWARES CORP. INDEX PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Consolidated Condensed Statements of Operations and Retained Earnings Three months ended March 31, 1999 and 1998 Consolidated Statements of Comprehensive Income (Loss) Three months ended March 31, 1999 and 1998 Consolidated Condensed Balance Sheets March 31, 1999 and December 31, 1998 Consolidated Condensed Statements of Cash Flows Three months ended March 31, 1999 and 1998 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 6. EXHIBITS SIGNATURES COMPUTATION OF EARNINGS PER SHARE (basic & diluted) FINANCIAL DATA SCHEDULE PART I FINANCIAL INFORMATION GENERAL HOUSEWARES CORP. & SUBSIDIARIES (Dollars in thousands except per share amounts) Consolidated Condensed Statements of Operations and Retained Earnings For the three months ended March 31, (Unaudited) 1999 1998 Net sales $24,874 $21,044 Cost of goods sold 14,538 12,974 ------- ------- Gross profit 10,336 8,070 Non-recurring charges 1,980 1,500 Selling, general and administrative expenses 9,141 9,970 ------- ------- Operating loss (785) (3,400) Interest expense, net 341 626 ------- ------- Loss from operations before income tax benefit (1,126) (4,026) Income tax benefit (473) (1,325) ------- ------- Net loss for the period (653) (2,701) Retained earnings, beginning of period 25,538 26,722 Less: Dividends ($.08 per common share in 1998) - 305 ------- -------- Retained earnings, end of period $24,885 $23,716 Basic loss per common share $ (0.17) $(0.71) Diluted loss per common share $ (0.17) $(0.71) Weighted average shares outstanding 3,858 3,812 (basic and diluted) See notes to consolidated condensed financial statements. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) 								For the three months 								 ended March 31, 								1999			1998 								 (Unaudited) Net loss							$(653)		$(2,701) Other comprehensive income, net of tax: Foreign currency translation adjustments		 171			 6 								 ----			------- Comprehensive loss					$(482)		$(2,695) See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED BALANCE SHEETS As of March 31, December 31, 1999 1998 (Unaudited) ASSETS Current Assets: Cash $ 861 $ 1,598 Accounts receivable, less allowance of $2,500 ($3,240 in 1998) 17,016 16,158 Inventories 20,064 19,122 Deferred tax asset 3,016 3,016 Other current assets 1,116 1,453 Income taxes refundable 445 - ------- -------- Total current assets 42,518 41,347 Notes receivable 1,013 2,578 Property, plant and equipment, net 9,326 9,492 Other assets 1,072 1,744 Patents and other intangible assets 2,514 2,307 Cost in excess of net assets acquired 22,589 22,766 ------- -------- Total Assets $79,032 $80,234 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 1,616 $ 1,616 Notes payable - 600 Accounts payable 1,915 2,116 Salaries, wages and related benefits 1,731 1,696 Accrued liabilities 2,368 3,386 Income taxes payable - 1,122 ------- -------- Total current liabilities 7,630 10,536 Long-term debt 23,143 21,143 Deferred liabilities 1,312 1,266 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 (including treasury stock) - 1999 - 4,311,611 and 1998 - 4,310,967 shares 1,436 1,434 Capital in excess of par value 24,899 24,761 Treasury stock at cost - 1999 and 1998 - 277,760 shares (3,649) (3,649) Retained earnings 24,885 25,538 Accumulated other comprehensive loss (624) (795) ------- ------- Total stockholders' equity 46,947 47,289 ------ ------ Total Liabilities and Stockholders' Equity $79,032 $80,234 See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS For the three months ended March 31, (Unaudited) 1999 1998 OPERATING ACTIVITIES: Net loss $ (653) $(2,701) Adjustments to reconcile net loss to net cash (used for) provided by operating activities: Depreciation and amortization 1,223 1,806 Loss on sale of assets - 1,500 Compensation related to stock awards 133 - Write-down of note receivable 1,500 - (Increase) decrease in operating assets: Accounts receivable (858) 1,584 Inventory (942) 245 Other assets 673 780 (Decrease) increase in operating liabilities: Accounts payable (201) 670 Salaries, wages and related benefits, accrued and deferred liabilities (937) 178 Income taxes payable (refundable) (1,567) (2,213) ------- ------- Net cash (used for) provided by operating activities: (1,629) 1,849 INVESTING ACTIVITIES: Additions to property, plant and equipment, net (723) (1,481) Proceeds from sale of assets 158 4,900 Note receivable activity 103 - ------- -------- Net cash (used for) provided by investing activities (462) 3,419 FINANCING ACTIVITIES: Debt borrowing (repayment) 1,400 (7,222) Proceeds from stock options and employee stock purchases 7 20 Dividends paid - (305) ------- -------- Net cash provided by (used for) financing activities 1,407 (7,507) ------- -------- Net decrease in cash and cash equivalents (684) (2,239) Cash and cash equivalents at beginning of period 1,598 2,363 ------- -------- Effect of exchange rate on cash (53) (10) ------- -------- Cash and cash equivalents at end of period $861 $114 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 necessary to present fairly the financial information for the periods presented. The Consolidated Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's 1998 Annual Report on Form 10-K. NOTE 2 - INVENTORIES March 31, December 31, 1999 1998 Raw materials $ 1,869 $ 2,277 Work in process 987 842 Finished goods 16,020 15,027 ------- ------- 18,876 18,146 LIFO Reserve 1,188 976 ------- ------- Total, net $20,064 $19,122 NOTE 3 - PROPERTIES March 31, December 31, 1999 1998 Land $ 387 $ 387 Buildings 3,441 3,545 Equipment 18,602 17,940 ------- ------- Total 22,430 21,872 Accumulated depreciation (13,104) (12,380) ------- ------- Total, net $ 9,326 $ 9,492 NOTE 4 NON-RECURRING CHARGES Effective March 31, 1998, the Company sold its enamelware cookware business. While the Company received consideration in excess of the book value of tangible assets sold, non-cash charges related to the sale included a write-off of goodwill and a defined benefit pension plan curtailment. As a result of the sale, the Company recorded a non-recurring charge of $1,500 in the first quarter of 1998. In the first quarter of 1999, the Company recorded a $1,500 charge against earnings for the write-off of the entire remaining balance of a note receivable related to the 1996 sale of its aluminum and cast iron cookware division. The Company also recorded $480 of severance in the first quarter of 1999 related to two officer positions that will be eliminated June 30, 1999. Cash outlays related to the severance payments will be made from July 1, 1999 to June 30, 2000. NOTE 5 SEGMENT INFORMATION The Company is organized based on product lines which have distinct brand names and are managed as autonomous marketing units. The Company evaluates performance and allocates resources to segments based on divisional operating income. Divisional operating income is calculated by deducting direct operating expenses from gross profit. Direct operating expenses include certain marketing, warehousing, cooperative advertising and administrative charges (intangible amortization and royalty charges) that are structured for divisional tracking or are consistently allocated to the divisional level. General marketing overhead expenses, selling costs and general corporate overhead expenses are allocated to the divisional level from time to time, but, in general, are not used to make operating decisions and assess performance. These costs are excluded from divisional operating income. Assets that are identifiable for segment reporting purposes include inventories, property, plant and equipment, patents and other intangible assets and cost in excess of net assets acquired. The Company has identified the following segments as reportable segments for purposes of segment reporting: Kitchen and Household Tools (K&HT), Precision Cutting Tools (PCT), Kitchen Cutlery (CUT), Cookware (COOK), Retail Outlet Stores (RET) and Other Housewares-Related Products (Other). The table below presents information about reported segments for the quarters ended March 31, 1999					K&HT		PCT		CUT Net sales				$ 11,921	$ 5,193	$ 4,821 Divisional operating income	$ 4,437	$ 1,885	$ 684 Depreciation and amortization expense		$ 349	$ 118	$ 432 Total identifiable assets	$ 13,082	$ 10,748	$ 26,085 Identifiable capital expenditures		 $ 408	$ 37	$ 168 1999					RET		OTHER		TOTAL Net sales				$ 1,278	$ 1,661	$ 24,874 Divisional operating income	$ 184	$ 192	$ 7,382 Depreciation and amortization expense		$ 60	$ 15	$ 974 Total identifiable assets	$ 2,002	$ 1,332	$ 53,249 Identifiable capital expenditures		 $ -	$ 23	$ 636 1998					K&HT		PCT		CUT		COOK Net sales				$ 7,366	$ 4,554	$ 4,861	$ 2,362 Divisional operating income	$ 1,725	$ 1,699	$ 609	$ 191 Depreciation and amortization expense		$ 509	$ 109	$ 595	$ 193 Total identifiable assets	$ 11,892	$ 9,914	$ 28,485	$ - Identifiable capital expenditures		 $ 897	$ 81	$ 418	$ 10 1998					RET		OTHER		TOTAL Net sales				$ 1,443	$ 458	$ 21,044 Divisional operating income	$ 81	$ (106)	 4,199 Depreciation and amortization expense		$ 91	$ 23	$ 1,520 Total identifiable assets	$ 1,788	$ 1,512	$ 53,591 Identifiable capital expenditures $ -	$ 49	$ 1,455 A reconciliation of total segment information to total consolidated financial information for the three months ended March 31, 1999 and 1998 is as follows: 								1999			1998 Divisional operating income				$ 7,382		$ 4,199 Unallocated corporate S, G & A			 4,617		 6,099 Non-recurring charges					 1,980		 1,500 Loss before interest and taxes		 (785)		 (3,400) Unallocated interest expense				 341		 626 Loss before income taxes 			$(1,126)	 ($4,026) 								1999			1998 Identified depreciation and amortization		$ 974		$ 1,520 Unallocated information systems and corporate facility depreciation					 249		 286 Total consolidated depreciation and amortization						$ 1,223		$ 1,806 								1999			1998 Identifiable assets					$53,249		$53,591 Accounts receivable					 17,016		 16,158 Other unallocated assets				 8,767		 10,485 Total consolidated assets				$79,032		$80,234 								1999			1998 Identifiable capital expenditures			$ 636		$ 1,455 Unallocated corporate capital expenditures	 87		 26 Total consolidated capital expenditures		$ 723		$ 1,481 The Company allocates distribution center expense, including related depreciation expense, to segments based on shipping and storage volumes. Related capital expenditures are allocated to identified segments in the same manner. Of the total revenues derived by the Precision Cutting Tools Segment, first quarter 1999 and 1998 revenues of $1,807 and $1,825, respectively, were generated by a division operating in Canada. Divisional operating income for that same division was $659 and $815 for the quarters ended March 31, 1999 and 1998, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In thousands) The following table sets forth the operating data of the Company as a percentage of net sales for the quarterly periods ended March 31, 						1999			1998 Net sales					100.0%		100.0% Cost of sales				 58.4%		 61.7% 						------		------ Gross profit				 41.6%		 38.3% Selling, general and administrative expenses		 44.7%		 54.5% 						------		------ Operating loss 			 (3.1%)		(16.2%) Interest expense				 1.4%		 3.0% 						------		------ Loss before taxes	 	 (4.5%)		(19.2%) Income taxes				 (1.9%)		 (6.3%) 						------		------ Net loss		 		 (2.6%)		(12.9%) Sale of Assets On March 31, 1998, the Company completed the sale of certain assets related to its enamelware cookware business (Enamelware Division). The transaction had a material impact on both the financial position of the Company as of March 31, 1998, and results of operations for the three months then ended. The following discussion considers those impacts. Financial Position Referring to the Company's financial position as of March 31, 1999, as contrasted with December 31, 1998, current assets increased by $1,171 while current liabilities decreased by $2,906. Offsetting a $737 drop in cash, which resulted from the timing of payments and cash receipts, was an increase in inventories ($942) and accounts receivable ($858). The increase in inventories is reflective of continued sales growth in the Company's import businesses. Higher levels of inventory are needed to support the sales growth and are magnified by relatively longer lead times of the import supply chain. The increase in accounts receivable is due primarily to an increase in net sales in the last two months of the first quarter of 1999 as compared to the last two months of the fourth quarter of 1998. Other current assets dropped $337 from December 31, 1998 due the timing of cash receipts and cash payments. The decrease in current liabilities also relates to the timing of cash receipts and payments. Notes receivable dropped $1,565 from December 31, 1998 due primarily to the write-off of a note receivable related to the 1996 sale of the Company's aluminum and cast iron cookware division. Results of Operations Net sales for the three-month period ended March 31, 1999 were $24,874, an increase of 18% as compared to net sales of $21,044 for the first three months of 1998. On a comparative basis, excluding first quarter 1998 sales of the divested Enamelware Division, net sales increased $6,192 or 33%. Gross profit dollars for the quarter ended March 31, 1999 were $10,336, an increase of $2,266 when compared to gross profit dollars of $8,070 for the same period in 1998. On a comparative basis, excluding first quarter 1998 gross profit dollars of the divested Enamelware Division, first quarter 1999 gross profit dollars improved $2,687. As a percentage of net sales, gross profit improved from 38.3% for the first three months of 1998 to 41.6% in the first quarter of 1999. The following details sales, gross profit and divisional operating income by reporting segment. Divisional operating income is calculated by deducting direct operating expenses from gross profit. Direct operating expenses include certain marketing, warehousing, cooperative advertising and administrative charges (intangible amortization and royalty charges) that are structured for divisional tracking or are consistently allocated to the divisional level. Kitchen and Household Tools - Net sales of the kitchen and household tools segment for the first three months of 1999 were $11,921, an increase of $4,555 or 62% as compared to net sales of $7,366 for the first three months of 1998. Incremental sales were related primarily to new products introduced subsequent to March 31, 1998. Gross profit as a percentage of net sales remained consistent quarter-over-quarter. The increased sales volume in the first three months of 1999 added $2,251 of gross profit dollars. Divisional operating income increased to $4,437 from $1,725 for the respective three-month period. The increase is reflective of the increased sales volume as well as a drop in warehouse expense. Precision Cutting Tools - Net sales of the precision cutting tools segment for the first three months of 1999 were $5,193, an increase of $639 or 14% as compared to net sales of $4,554 for the first three months of 1998. The increase was primarily the result of additional product placement with an existing customer in the U.S. sewing and craft market. Gross profit as a percentage of net sales remained consistent quarter-over-quarter. The increased sales volume added $301 of gross profit dollars. Divisional operating income increased to $1,885 from $1,699 for the respective three-month period. The increase is reflective of the increased sales volume as well as a drop in warehouse expense. Cutlery - Net sales of the cutlery segment for the first three months of 1999 of $4,821 were relatively unchanged when compared to net sales of $4,861 in the first three months of 1998. Gross profit dollars dropped from $1,688 to $1,359 in the quarter-over-quarter comparison due primarily to a special cutlery block set promotion and lower production volume resulting in reduced fixed factory overhead absorption. Divisional operating income increased to $684 from $609 for the respective three-month period. The increase is reflective of a drop in warehouse expense partially offset by the drop in gross profit dollars. Cookware - Cookware segment net sales for the three-month period ended March 31, 1998 were $2,362. There were no cookware segment sales in the first quarter of 1999 due to the sale of the Enamelware Division. The cookware segment provided gross profit dollars of $421 and divisional operating income of $191 in the first quarter of 1998. Retail Outlet Stores - Net sales for the first three months of 1999 at the Company's chain of outlet stores were $1,278, a decline of $165 when compared to net sales for the three months ended March 31, 1998. While same-store sales increased quarter-over-quarter, store closings subsequent to March 31, 1998 unfavorably impacted sales. Gross profit percentages and dollars for the outlet store segment increased in the first three months of 1999 over the first quarter of 1998. Divisional operating income increased to $184 from $81 for the respective three-month period. The increase was driven by improved gross profit percentage. Other - Net sales of the "Other" segment (which consists primarily of the Company's barbecue tool and outdoor accessories line) for the first three months of 1999 were $1,661, an increase of $1,203 or 262% as compared to net sales of $458 for the first three months of 1998. The increased sales volume, which was primarily the result of distribution gains as the barbecue and outdoor accessories line is relatively new, in the first three months of 1999 added $402 of gross profit dollars. Divisional operating income increased to $192 from a loss of $106 for the respective three-month period. The increase is reflective of the sales growth as well as a drop in warehouse expense. Selling, general and administrative (S,G&A) expenses for the three-month period ended March 31, 1999 were $9,141 as compared to $9,970 for the same period in 1998. The decrease from the first three months of 1998 relates primarily to the first quarter 1998 relocation of the majority of the Company's distribution activities. After excluding these distribution-related expenses incurred in 1998, S,G&A expense for the first three months of 1999 was relatively flat with the prior year. First quarter 1998, non-recurring charges include the loss on sale of the Company's Enamelware Division. Non-recurring charges in the first quarter of 1999 include the write-down of the entire remaining balance of a note receivable resulting from the sale of the Company's aluminum and cast iron Cookware Division in 1996 ($1.5 million) as well as restructuring-related severance charges ($480). The operating loss for the first quarter of 1999 was $785 as compared to an operating loss of $3,400 for the first three months of 1998. The net loss for the quarter ended March 31, 1999 was $653 or $0.17 per diluted share. This compares to a net loss of $2,701 or $0.71 per diluted share for the three months ended March 31, 1998. Year 2000 The Year 2000 ("Y2K") computer software compliance issues affect the Company and most companies throughout the world. Historically, many computer programs were developed using just the last two digits (rather than all four) to define the applicable year. Accordingly, these programs, unless modified to perform otherwise, may recognize a date using the two digits "00" as the year 1900 rather than the year 2000. Computer programs that do not recognize the proper date could generate erroneous data or cause systems to fail. The Company has developed a program to address the Y2K issues. This program is divided into four major sections -- Business Administration, Business Applications, Facilities/Information Technology Infrastructure and the Customer Fulfillment Process. The general phases of the program common to all sections are (1) inventorying Y2K items; (2) assigning priorities to identified items; (3) assessing the Y2K status of items that, if failed, would have a material impact on the Company; (4) remediating critical items that are not Y2K compliant; (5) testing critical items; and (6) designing and implementing contingency and business continuation plans. As of March 31, 1999, the Company had inventoried, prioritized and assessed critical Y2K items and was substantially complete with the inventory for all other Y2K items. Remediation efforts were being performed in the Business Applications, Facilities/Information Technology Infrastructure and Customer Fulfillment Process sections of the Y2K program. The testing of items and Y2K contingency planning were in process as of March 31, 1999. The Company has completed the inventory process, the prioritization process and the assessment process for all four sections as of March 31, 1999. Remediation and testing are currently planned to be completed no later than June 30, 1999, for all four sections of the Y2K program. The Company is utilizing internal personnel, contract programmers and vendors to identify Y2K non-compliance problems, modify code and test the modifications. In some cases, non-compliant software and hardware may be replaced. The Company relies on third-party suppliers for finished goods, raw materials, water, utilities, communications, transportation and other key services. Interruption of vendor and supplier operations due to Y2K issues would affect Company operations in a material way. The Company has undertaken initiatives to evaluate the efforts of its vendors and suppliers to mitigate Y2K risks and determine alternatives and contingency plan requirements. While approaches to reducing risks of interruption due to vendor and supplier failures may vary, options include identification of alternate suppliers and accumulation of inventory where feasible or warranted. These activities are intended to provide a means of managing risk but cannot eliminate the potential for disruption due to third-party failure. The Company is also dependent upon customers for sales and cash flow. Y2K interruptions in the operations of the Company's customers could result in reduced sales, increased inventory or receivable levels and cash flow reductions. While these events are possible, the Company believes that its customer base is broad enough to minimize the consequences of a single occurrence. The Company is, however, taking steps to monitor the status of customers' efforts to become Y2K compliant as a means of identifying risks and the need for contingencies. In addition to the Y2K program activities described above, the Company is developing contingency plans intended to mitigate the possible disruption in business operations that may result from Y2K non-compliance problems and is developing cost estimates for such plans. Contingency plans will primarily address issues surrounding the Company's internal software systems and the reliance it places on critical vendors and suppliers. Contingency plans may include the identification of alternative software processing capabilities and the stock-piling of raw and packaging materials, increasing finished goods inventory levels, securing alternate sources of supply and other appropriate measures. Once developed, contingency plans and related cost estimates will be refined on an ongoing basis as additional information becomes available. External and internal costs specifically associated with modifying internal software for Y2K compliance are expensed as incurred. The Company does not separately track the internal costs incurred for its Y2K program. Such costs are principally the related payroll costs for the Company's information systems group. Total external costs related to the Company's Y2K program incurred as of March 31, 1999, aggregated $1,175. The future incremental external costs of completing the Company's Y2K program are presently estimated to be approximately $700. These amounts do not include any costs associated with the implementation of contingency plans, which are in the process of being developed. All costs related to the Company's Y2K program are being funded through operating cash flow. The failure to correct a material Y2K problem could result in an interruption in, or failure of, certain normal business activities or operations. Such failures could materially and adversely affect the Company's results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Y2K problem, resulting in part from the uncertainty of the Y2K readiness of third-party suppliers and customers, the Company is unable to determine at this time whether the consequences of Y2K failures will have a material impact on the Company's results of operations, liquidity or financial condition. The Company's Y2K program is expected to reduce significantly the Company's level of uncertainty about the Y2K problem and, in particular, about the Y2K compliance and readiness of its business partners. The Company believes that, with the completion of its Y2K program as scheduled, the possibility of significant interruptions of normal operations should be reduced. Forward-Looking Information Periodically, in written reports and oral statements, the Company discusses its expectations regarding future performance. These forward- looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ materially from those expressed or implied in the forward-looking statements. Among the factors that could impact the Company's ability to achieve its stated goals are the following: (i) the Company's ability to realize improvements in productivity and efficiency from its ADVANCE(SM) (Automated Distribution Value-Added Network CEnter) logistics program; (ii) significant competitive activity, including promotional and price competition, and changes in consumer demand for the Company's products; (iii) inherent risks in the marketplace associated with new product introductions, including uncertainties about trade and consumer acceptance and (iv) failure by the Company or one or more of its significant vendors or customers to correct a material Y2K problem. In addition, the Company's results may also be affected by general factors, such as economic conditions in the markets where the Company competes. PART II - OTHER INFORMATION Item 6.	Exhibits and Reports on Form 8-K Reports on Form 8-K. There were no reports on Form 8-K filed for the three months ended March 31, 1999. EXHIBITS EX-11 EX-27 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: April x-x-x, 1999 /s/ Mark S. Scales Mark S. Scales Vice President Chief Financial Officer and Treasurer /s/ Bradley A. Kelsheimer Bradley A. Kelsheimer Corporate Controller