UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 Commission file number 0-4479 THE OHIO ART COMPANY (Exact name of registrant as specified in its charter) Ohio 34-4319140 (State of Incorporation) (I.R.S. Employer Identification No.) P.O. Box 111, Bryan, Ohio 43506 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (419) 636-3141 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 _____ At October 31, 1995 there were 481,424 shares outstanding of the Company's Common Stock at $1.00 par value. Page 1 of 10 FORM 10-Q PART I - FINANCIAL INFORMATION THE OHIO ART COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended Three Months Ended September 30 September 30 ---------------- ------------------ 1995 1994 1995 1994 ------- ------- ------- ------- (In thousands, except per share data) Net sales $29,335 $26,721 $15,513 $13,197 Other income 805 524 254 188 ------- ------- ------- ------- 30,140 27,245 15,767 13,385 Costs and expenses: Cost of products sold 20,996 19,150 10,103 8,606 Selling, administrative and general 9,862 8,607 4,210 3,376 Interest 112 74 79 39 ------- ------- ------- ------- 30,970 27,831 14,392 12,021 ------- ------- ------- ------- INCOME(LOSS) BEFORE INCOME TAXES (830) (586) 1,375 1,364 Income taxes (Credit) (291) (199) 459 464 ------- ------- ------- ------- NET INCOME(LOSS) $ (539) $ (387) $ 916 $ 900 ======= ======= ======= ======= Net income(loss) per share $ (1.11) $ (.78) $ 1.85 $ 1.80 Dividends per share $ .42 $ .24 $ .06 $ .06 Average shares outstanding 487 498 478 496 (Note 3) <FN> See notes to condensed consolidated unaudited financial statements. Page 2 of 10 FORM 10-Q THE OHIO ART COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30 December 31 1995 1994 ------- ------- (Unaudited) (Note) (Thousands of dollars) ASSETS Current Assets Cash $ 498 $ 4,400 Accounts receivable less allowance (1995 - $532; 1994 - $465) 11,032 7,494 Inventories - Note 2 On first-in, first-out cost method: Finished products 5,563 2,902 Products in process 423 287 Raw materials 4,658 2,835 Less: Adjustment to reduce inventories to last-in, first-out cost method (2,490) (2,445) ------- ------- 8,154 3,579 Recoverable income taxes 279 -0- Prepaid expenses 935 955 Deferred federal income taxes 810 810 ------- ------- Total Current Assets 21,708 17,238 Property, Plant and Equipment Cost 26,274 24,849 Less allowances for depreciation 20,756 19,305 ------- ------- 5,518 5,544 Other Assets 1,526 1,530 Goodwill 847 862 ------- ------- $29,599 $25,174 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements. NOTE: The balance sheet at December 31, 1994 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Page 3 of 10 FORM 10-Q THE OHIO ART COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30 December 31 1995 1994 ------- ------- (Unaudited) (Note) (Thousands of dollars) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 8,589 $ 6,055 Income taxes payable -0- 678 Other current liabilities 757 1,195 ------- ------- Total Current Liabilities 9,346 7,928 Deferred Federal Income Taxes 906 906 Long-Term Obligations 5,031 454 Stockholders' Equity Common Stock, par value $1.00 per share: Authorized: 1,935,552 shares Outstanding: 1995-481,424; 1994-497,470 shares (excluding treasury shares of 197,585 and 181,539 respectively) 481 497 Additional paid-in capital 729 760 Retained earnings 13,106 14,629 ------- ------- 14,316 15,886 ------- ------- $29,599 $25,174 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements NOTE: The balance sheet at December 31, 1994 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Page 4 of 10 FORM 10-Q THE OHIO ART COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30 ------------------ 1995 1994 ------- ------- (Thousands of dollars) Operating Activities Net loss $ (539) $ (387) Adjustments to reconcile net loss to net cash used in operating activities: Provision for depreciation and amortization 1,451 1,346 Changes in accounts receivable, inventories, prepaid expenses, other assets, accounts payable, and other liabilities (6,920) (3,020) ------- ------- NET CASH USED IN OPERATING ACTIVITIES (6,008) (2,061) Investing Activities Purchase of plant and equipment, less net book value of disposals (1,425) (953) ------- ------- NET CASH USED IN INVESTING ACTIVITIES (1,425) (953) Financing Activities Borrowings 4,800 2,200 Payments of debt (500) (700) Purchase of common stock (561) (64) Cash dividends (208) (120) ------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 3,531 1,316 ------- ------- Cash Decrease during period (3,902) (1,698) At beginning of period 4,400 3,019 ------- ------- CASH AT END OF PERIOD $ 498 $ 1,321 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements. Page 5 of 10 FORM 10-Q THE OHIO ART COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1995 Note 1 - Basis of Presentation The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1994. All adjustments necessary (consisting of normal adjustments), in the opinion of management, for a fair statement of results for the periods indicated have been made. Due to the seasonal nature of the toy business in which the Company is engaged and the factors set forth in Management's Discussion and Analysis, the results of interim periods are not necessarily indicative of a full calendar year. Note 2 - Inventories The Company takes a physical inventory annually at each location. The amounts shown in the quarterly financial statements have been determined using the Company's standard cost accounting system. An estimate, based on past experience, of the adjustment which may result from the next physical inventory has been included in the financial statements. Inventories are priced at the lower of cost or market under the last-in, first-out (LIFO) cost method. Since inventories under the LIFO method can only be determined at the end of each fiscal year based on quantities and costs at that time, interim inventory valuation must be based on estimates of quantities and costs at year-end. Note 3 - Average Shares Outstanding Unallocated ESOP shares are deducted from outstanding shares of Common Stock to arrive at average shares outstanding. Page 6 of 10 FORM 10-Q MANAGEMENT'S DISCUSSION AND ANALYSIS OPERATIONS - - ---------- Net sales for the nine months ended September 30, 1995 increased to $29,335,000 from $26,721,000 for the comparable 1994 period and increased to $15,513,000 for the third quarter of 1995 from $13,197,000 for the comparable 1994 period. Sales during the first nine months of the year as well as for the three months ended September 30th, increased to our international and domestic toy customers while sales by Strydel, Inc., our injection molding facility decreased. International toy sales, which increased approximately $1,600,000 for the three months and approximately $2,300,000 for the nine months was due to restructuring our distribution network with western European toy companies, which was effective January 1, 1995. The domestic toy sales increase of approximately $1,100,000 for the three months and $700,000 for the nine months was due to the shipment of new toy product start-ups, which had been delayed from the beginning of the second quarter until late in the second quarter, as well as an increase in sales of basic toy products. The Company's business is seasonal, with approximately 60-70% of its sales being made in the last six months of the calendar year in recent years. Subject to industry practice and comments as detailed in the Registrant's annual Form 10-K for the year ended December 31, 1994, order backlog as of October 31st is approximately $7,443,000 versus $5,951,000 for the same period of 1994 or approximately 25% higher than the prior year. Based on the higher level of sales through the first nine months, as well as the increase in the order backlog, it is anticipated that net sales for the calendar year 1995 will be greater than 1994 sales by approximately 15% to 20%, although it is difficult to predict the final outcome for 1995. Other income for the first nine months of 1995 increased to $805,000 from $524,000 for the comparable 1994 period and increased to $254,000 for the third quarter of 1995 from $188,000 for the comparable 1994 period. The increase in other income is primarily due to an increase in royalty income from the distribution of the Company's products outside of the United States as a result of the distributor network reorganization discussed above. Gross profit margin (percentage) for the nine months ended September 30 1995 (28.4%) and for the third quarter of 1995 (34.9%) marginally increased from the comparable 1994 periods (28.3% and 34.8% respectively). The .1% increase for both the three month period and year to date period is the result of slightly higher gross profit margins at standard offset by a slight increase in overhead expenses. Page 7 of 10 Form 10-Q MANAGEMENT'S DISCUSSION AND ANALYSIS Selling, administrative, and general expenses, as a percentage of net sales, increased for the nine months ended September 30, 1995 (33.6%) and for the third quarter of 1995 (27.1%) from the comparable 1994 periods (32.2% and 25.6% respectively). The increase of approximately 1.5% for both the quarter and year to date is due to increased travel and entertainment expenses as both domestic and international sales departments increased traveling activities and increased royalty expense as the result of increased sales of products subject to inventor royalties. Interest expense for the nine months ended September 30, 1995 increased to $112,000 from $74,000 for the comparable 1994 period and increased to $79,000 for the third quarter of 1995 from $39,000 for the similar 1994 period. The increase, which occurred entirely in the third quarter, is due to higher levels of borrowing at slightly higher interest rates. The higher levels of borrowing are necessary to support the higher levels of inventory, which are necessary to meet anticipated shipments in the fourth quarter of 1995. FINANCIAL CONDITION - - ------------------- The seasonal nature of the business generally requires a substantial buildup of working capital during the second and third calendar quarters to carry inventory and accounts receivable. Extended payment terms are in general use in the toy industry. Historically, this was given in order to encourage earlier shipment of merchandise for selling during the Christmas season. Customers in the toy industry now accept shipments when inventory is needed, not early, but the extended payment terms have remained. In addition, it is now necessary for the Company to carry inventory in order to meet fourth quarter customer demand. Borrowings to finance this working capital requirement are normally repaid during the fourth quarter as these receivables are collected. Consistent with this seasonal nature of the business, working capital was increased during the third quarter of 1995. This buildup was primarily funded by the use of cash on hand at December 31, 1994, bank borrowings, and accounts payable. The use of bank borrowings, classified as long-term obligations, has resulted in an increase in the current ratio from 2.2 to 1 at December 31, 1994 to 2.3 to 1 at September 30, 1995. Page 8 of 10 Form 10-Q MANAGEMENT'S DISCUSSION AND ANALYSIS On May 26, 1995, the Company renewed its three-year $10,000,000 Revolving Credit Agreement which extended the maturity date until May 1998. The Company also changed its $6,000,000 Demand Credit Agreement to a maturity date of May 25, 1996. All the terms and conditions related to both agreements are the same as the previous agreements except for the maturity date. PART II - OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K - The Company did not file any reports on Form 8-K during the three months ended September 30, 1995. The information called for in Items 1, 2, 3, 4, and 5 are not applicable. Page 9 of 10 FORM 10-Q 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. THE OHIO ART COMPANY ---------------------- (Registrant) Date: November 10, 1995 /s/ William C. Killgallon -------------------------- William C. Killgallon Chairman of the Board Date: November 10, 1995 /s/ M. L. Killgallon II ------------------------ M. L. Killgallon II President Date: November 10, 1995 /s/ Paul R. McCusty ---------------------- Paul R. McCusty Vice President Finance Page 10 of 10