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 quarterly period ended April 29, 1995 Commission file number 1-5452 ONEIDA LTD. (Exact name of Registrant as specified in its charter) NEW YORK 15-0405700 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. ONEIDA, NEW YORK 13421 (Address of principal executive offices) (Zip code) 315-361-3636 (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_ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of May 30, 1995. 10,829,636 ONEIDA LTD FOR THE THREE MONTHS ENDED APRIL 29, 1995 FORM 10-Q INDEX PART I FINANCIAL INFORMATION: Consolidated Statement of Operations Consolidated Balance Sheet Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION No other information required to be filed for this quarter. ITEM 6 (b) There were no reports filed under 8-K for this quarter. SIGNATURES ONEIDA LTD. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE FOR THE THREE MONTHS ENDED NINE MONTHS ENDED (Thousands except per APRIL 29, APRIL 30, OCT 29, OCT 30, share amounts) 1995 1994 1994 1993 --------- --------- --------- --------- NET SALES........................... $121,807 $111,022 $360,795 $340,626 COST OF SALES....................... 87,843 81,836 265,310 247,337 --------- --------- --------- --------- GROSS MARGIN........................ 33,964 29,186 95,485 93,289 OPERATING REVENUES.................. 176 156 397 405 --------- --------- --------- --------- 34,140 29,342 95,882 93,694 --------- --------- --------- --------- OPERATING EXPENSES: Selling and distribution.......... 18,373 17,693 54,070 52,164 General and administrative........ 7,559 6,753 22,066 22,474 --------- --------- --------- --------- Total........................... 25,932 24,446 76,136 74,638 --------- --------- --------- --------- INCOME FROM OPERATIONS.............. 8,208 4,896 19,746 19,056 OTHER EXPENSE....................... 474 394 800 676 INTEREST EXPENSE.................... 2,157 1,609 5,366 5,837 --------- --------- --------- --------- INCOME BEFORE TAXES................. 5,577 2,893 13,580 12,543 PROVISION FOR INCOME TAXES.......... 2,192 1,186 5,568 5,143 --------- --------- --------- --------- NET INCOME.......................... $3,385 $1,707 $8,012 $7,400 ========= ========= ========= ========= PER SHARE OF COMMON STOCK: Net Income........................ $0.30 $0.16 $0.74 $0.71 Cash Dividends Declared........... 0.12 0.12 0.36 0.36 SHARES USED IN PER SHARE DATA 11,000 10,755 10,744 10,347 <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED BALANCE SHEET APRIL 29, 1995 AND JANUARY 28, 1995 (Thousands) APRIL 29, JAN 28, ASSETS 1995 1995 --------- --------- CURRENT ASSETS: Cash........................................ $2,284 $2,207 Accounts receivable......................... 58,965 63,875 Less allowance for doubtful accounts....... (1,743) (1,665) Other accounts and notes receivable......... 2,584 2,663 Inventories: Finished goods............................. 109,428 99,218 Goods in process........................... 22,658 22,668 Raw materials and supplies................. 20,800 13,924 Other current assets........................ 11,041 9,234 --------- --------- Total current assets..................... 226,017 212,124 --------- --------- PROPERTY, PLANT AND EQUIPMENT-At cost: Land and buildings................... ...... 58,240 57,566 Machinery and equipment..................... 187,779 184,632 --------- --------- Total.................................... 246,019 242,198 Less accumulated depreciation............... 133,714 129,906 --------- --------- Property, plant & equipment-net.......... 112,305 112,292 --------- --------- OTHER ASSETS: Deferred income taxes....................... 7,628 7,055 Other....................................... 4,989 4,559 --------- --------- TOTAL................................... $350,939 $336,030 ========= ========= <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED BALANCE SHEET APRIL 29, 1995 AND JANUARY 28, 1995 (Thousands) APRIL 29, JAN 28, LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1995 --------- --------- CURRENT LIABILITIES: Short-term debt............................. $32,141 $27,555 Accounts payable............................ 37,209 27,625 Accrued liabilities......................... 29,963 33,004 Current installments of long-term debt...... 5,024 5,022 --------- --------- Total current liabilities................ 104,337 93,206 --------- --------- LONG-TERM DEBT............................... 81,906 77,278 --------- --------- OTHER LIABILITIES: Accrued postretirement liability............ 60,778 60,509 Accrued pension liability................... 4,618 4,618 Other liabilities........................... 4,998 5,223 --------- --------- Total.................................... 70,394 70,350 --------- --------- STOCKHOLDERS' EQUITY: 6% cumulative preferred stock; $25 par value; authorized 95,660 shares, issued 89,202 shares, callable at $30 per share.............................. 2,230 2,230 Common stock $1 par value; authorized 24,000,000 shares, issued 11,595,348 and 11,579,964 shares, respectively........ 11,595 11,580 Additional paid-in capital.................. 79,893 79,740 Retained earnings........................... 18,294 16,255 Equity adjustment from translation.......... (7,728) (6,035) Less cost of common stock held in treasury; 672,645 and 678,298 shares, respectively.............................. (8,502) (8,574) Less unallocated ESOP shares of common stock of 99,062............................ (1,480) --------- --------- Stockholders' Equity..................... 94,302 95,196 --------- --------- TOTAL................................... $350,939 $336,030 ========= ========= <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 29, 1995 AND APRIL 30, 1994 (In Thousands) FOR THE THREE MONTHS ENDED APR 29, APR 30, CASH FLOW FROM OPERATING ACTIVITIES: 1995 1994 --------- --------- Net income ................................. $3,385 $1,707 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation.............................. 4,033 3,616 Deferred taxes and other non-cash charges and credits...................... 1,382 69 Decrease (increase) in operating assets: Receivables.............................. 4,890 338 Inventories.............................. (17,674) (11,016) Other current assets..................... (1,870) 182 Other assets.............................. (387) 230 Increase in accounts payable.............. 9,248 1,995 Decrease in accrued liabilities........... (5,218) (3,216) --------- --------- Net cash provided by operating activities............................. (2,211) (6,095) --------- --------- CASH FLOW FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures.. (4,870) (3,891) Retirement of property, plant and equipment. 637 413 Other, net.................................. (19) 288 --------- --------- Net cash used in investing activities... (4,252) (3,190) --------- --------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock..... 168 1,033 Issuance of restricted stock plan shares... 72 118 Purchase of ESOP shares.................... (1,480) Net proceeds under short-term debt and banker's acceptances...................... 4,586 10,128 Proceeds from issuance of long-term debt... 5,000 Payment of long-term debt.................. (372) (412) Dividends paid............................. (1,344) (1,341) --------- --------- Net cash provided by financing activities.............................. 6,630 9,526 --------- --------- EFFECTS OF EXCHANGE RATE CHANGES ON CASH..... (90) (12) --------- --------- NET INCREASE IN CASH.............. 77 229 CASH AT BEGINNING OF YEAR.................... 2,207 3,227 --------- --------- CASH AT END OF PERIOD........................ $2,284 $3,456 ========= ========= Supplemental Cash Flow Disclosures: Interest paid ............................. $1,542 $843 Income taxes paid........................... 1,990 954 <FN> See notes to consolidated financial statements. ONEIDA LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Thousands) 1. The statements for the three months ended April 29, 1995 and April 30, 1994 are unaudited; in the opinion of the Company such unaudited statements include all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results for such periods. The consolidated financial statements for the year ending January 27, 1996 are subject to adjustment at the end of the year when they will be audited by independent auditors. The results of operations for the three months ended April 29, 1995 are not necessarily indicative of the results of operations to be expected for the year ending January 27, 1996. The consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes for the years ended in January 1995 and 1994 included in the Company's January 28, 1995 Annual Report to the Securities and Exchange Commission on Form 10-K. 2. The provision for income taxes is based on pre-tax income for financial statement purposes with an appropriate deferred tax provision to give effect to changes in temporary differences between the financial statements and tax basis of assets and liabilities. The temporary differences arise principally from postretirement benefits, depreciation, and other employee benefits. 3. Earnings per share are based on the weighted average number of shares of common stock outstanding. The weighted average number of shares for earnings per share includes the potentially dilutive effect of shares issuable under the employee stock purchase and stock option plans. The shares owned by the Company's employee stock ownership plan are treated as outstanding for purposes of the earnings per share calculation only to the extent they have been allocated. 4. Included in the long-term debt caption on the balance sheet are various senior notes. The note agreements relating thereto contain provisions which restrict borrowings, business investments, acquisition of the Company's stock and payment of cash dividends. At April 29, 1995 the maximum amount available for payment of dividends was $6,727. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Quarter ended April 29, 1995 compared with the quarter ended April 30, 1994 (Thousands) Operations Consolidated net sales, for the quarter ended April 29, 1995 increased $10,785, over the same quarter a year ago. Net Sales 1995 1994 % Change Tableware Division: Consumer Products........ $ 47,451 $ 42,471 11.7% Foodservice.............. 32,815 31,816 3.1% Total Tableware........ 80,266 74,287 8.0% Industrial Wire Division... 41,541 36,735 13.1% Total.................. $121,807 $111,022 9.7% All of the Company's divisions reported sales increases, as a result of a stronger economy. Within the tableware division, sales were positively impacted by the introduction of well received new patterns. Sales of industrial wire were up due to rising copper costs that were passed along to customers. Gross margin, as a percentage of net sales, was equal to 27.9% for the first quarter of 1995, compared to 26.3% for the same quarter in 1994. Adjusted for rising copper prices, gross margin for the quarter was approximately 30%. This improvement reflects a richer product mix in both divisions, as well as improved efficiencies in all of the Company's manufacturing facilities. Operating Expenses 1995 1994 % Change Tableware Division......... $22,787 $21,128 7.8% Industrial Wire Division... 3,145 3,318 (8.9%) Total.................. $25,932 $24,446 6.1% Operating expenses increased by $1,486 from the same quarter last year. Selling and distribution costs increased by $680 while administrative costs increased by $806. The increase in selling costs is related to the higher overall sales level. The increase in administrative costs primarily reflects higher profit sharing accruals, made in relation to the increased level of operating profits. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Quarter ended April 29, 1995 compared with the quarter ended April 30, 1994 (Thousands) Interest expense, prior to capitalized interest, was $2,212 for the quarter, an increase of $553 from the first quarter of 1994. This increase is the result of higher average interest rates and debt levels in the current quarter versus the same period last year. The total debt outstanding increased $4,969 or 4.4% over the same period last year. The additional debt was necessary to finance working capital needs. Liquidity & Financial Resources During the first quarter of this year, the company expended approximately $4,900 in conjunction with its long-term capital expansion and modernization program. The company expects to invest another $15,000 during the remainder of the current fiscal year. Included in the planned capital investments are expenditures of approximately $5,100 related to a major expansion of the Camden Wire Division. This four year project, which will total $24,000, was approved by the Company's Board of Directors in May of this year. Management believes that sufficient liquidity to support the company's future funding requirements will be provided by cash from future operations as well as the availability of bank lines of credit. At April 29, 1995, the Company had unused credit lines equal to $54,500 and working capital of $121,680. ONEIDA LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q APRIL 29, 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. ONEIDA LTD (Registrant) Date: June 8, 1995 ____________________________ Edward W. Thoma Senior Vice President Finance