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 27, 1996 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 25, 1996. 10,984,233 ONEIDA LTD FOR THE THREE MONTHS ENDED APRIL 27, 1996 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 THREE MONTHS ENDED (Thousands except per APRIL 27, APRIL 29, share amounts) 1996 1995 --------- --------- NET SALES.............................. $119,315 $121,807 COST OF SALES.......................... 88,223 87,843 --------- --------- GROSS MARGIN........................... 31,092 33,964 OPERATING REVENUES..................... 163 176 --------- --------- 31,255 34,140 --------- --------- OPERATING EXPENSES: Selling and distribution............. 17,954 18,373 General and administrative........... 7,005 7,559 --------- --------- Total.............................. 24,959 25,932 --------- --------- INCOME FROM OPERATIONS................. 6,296 8,208 OTHER EXPENSE.......................... 68 474 INTEREST EXPENSE....................... 1,837 2,157 --------- --------- INCOME BEFORE TAXES.................... 4,391 5,577 PROVISION FOR INCOME TAXES............. 1,722 2,192 --------- --------- NET INCOME............................. $2,669 $3,385 ========= ========= PER SHARE OF COMMON STOCK: Net Income........................... $0.24 $0.30 Cash Dividends Declared.............. 0.13 0.12 SHARES USED IN PER SHARE DATA.......... 11,157 11,007 <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED BALANCE SHEET APRIL 27, 1996 AND JANUARY 27, 1996 (Thousands) APRIL 27, JAN 27, ASSETS 1996 1996 --------- --------- CURRENT ASSETS: Cash........................................ $2,905 $2,847 Accounts receivable......................... 59,752 56,649 Less allowance for doubtful accounts....... (1,821) (1,697) Other accounts and notes receivable......... 2,134 2,200 Inventories: Finished goods............................. 108,712 101,864 Goods in process........................... 22,672 22,796 Raw materials and supplies................. 23,351 21,103 Other current assets........................ 13,443 9,471 --------- --------- Total current assets..................... 231,148 215,233 --------- --------- PROPERTY, PLANT AND EQUIPMENT-At cost: Land and buildings.......... ......... ...... 61,121 58,338 Machinery and equipment..................... 197,205 193,420 --------- --------- Total.................................... 258,326 251,758 Less accumulated depreciation............... 140,723 136,559 --------- --------- Property, plant & equipment-net.......... 117,603 115,199 --------- --------- OTHER ASSETS: Deferred income taxes....................... 9,728 9,728 Other....................................... 5,256 4,203 --------- --------- TOTAL................................... $363,735 $344,363 ========= ========= <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED BALANCE SHEET APRIL 27, 1996 AND JANUARY 27, 1996 (Thousands) APRIL 27, JAN 27, LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1996 --------- --------- CURRENT LIABILITIES: Short-term debt............................. $35,075 $24,067 Accounts payable............................ 32,376 26,621 Accrued liabilities......................... 34,323 38,314 Current installments of long-term debt...... 4,673 4,749 --------- --------- Total current liabilities................ 106,447 93,751 --------- --------- LONG-TERM DEBT............................... 78,169 72,129 --------- --------- OTHER LIABILITIES: Accrued postretirement liability............ 62,344 61,800 Accrued pension liability................... 5,209 5,209 Other liabilities........................... 4,800 5,174 --------- --------- Total.................................... 72,353 72,183 --------- --------- STOCKHOLDERS' EQUITY: 6% cumulative preferred stock; $25 par value; authorized 95,660 shares, issued 88,694 and 88,989 shares, respectively, callable at $30 per share.................. 2,217 2,225 Common stock $1 par value; authorized 24,000,000 shares, issued 11,729,803 and 11,706,224 shares, respectively........ 11,730 11,706 Additional paid-in capital.................. 81,471 81,150 Retained earnings........................... 30,029 28,936 Equity adjustment from translation.......... (8,587) (8,614) Less cost of common stock held in treasury; 714,889 and 672,617 shares, respectively............................... (9,239) (8,563) Less unallocated ESOP shares of common stock of 53,206 and 34,347, respectively... (855) (540) --------- --------- Stockholders' Equity..................... 106,766 106,300 --------- --------- TOTAL................................... $363,735 $344,363 ========= ========= <FN> See notes to consolidated financial statements. ONEIDA LTD. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 27, 1996 AND APRIL 29, 1995 (In Thousands) FOR THE THREE MONTHS ENDED APR 27, APR 29, CASH FLOW FROM OPERATING ACTIVITIES: 1996 1995 --------- --------- Net income ................................. $2,669 $3,385 Adjustments to reconcile net income to net cash used in operating activities: Depreciation.............................. 4,176 4,033 Deferred taxes and other non-cash charges and credits...................... 150 1,382 Decrease (increase) in operating assets: Receivables.............................. (2,913) 4,890 Inventories.............................. (8,972) (17,674) Other current assets..................... (3,972) (1,870) Other assets.............................. (903) (387) Increase in accounts payable.............. 5,755 9,248 Decrease in accrued liabilities........... (3,991) (5,218) --------- --------- Net cash used in operating activities..... (8,001) (2,211) --------- --------- CASH FLOW FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures.. (6,913) (4,870) Retirement of property, plant and equipment. 330 637 Other, net.................................. (138) (19) --------- --------- Net cash used in investing activities..... (6,721) (4,252) --------- --------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock..... 357 168 Net issuance (cancellation) of restricted stock plan shares......................... (16) 72 Purchase of treasury stock................. (676) Purchase of preferred stock................ (4) Purchase of ESOP shares.................... (315) (1,480) Net proceeds under short-term debt......... 11,008 4,586 Proceeds from issuance of long-term debt... 6,500 5,000 Payment of long-term debt.................. (536) (372) Dividends paid............................. (1,578) (1,344) --------- --------- Net cash provided by financing activities. 14,740 6,630 --------- --------- EFFECTS OF EXCHANGE RATE CHANGES ON CASH..... 40 (90) --------- --------- NET INCREASE IN CASH......................... 58 77 CASH AT BEGINNING OF YEAR.................... 2,847 2,207 --------- --------- CASH AT END OF PERIOD........................ $2,905 $2,284 ========= ========= Supplemental Cash Flow Disclosures: Interest paid .............................. $1,093 $1,542 Income taxes paid........................... 718 1,990 <FN> See notes to consolidated financial statements. ONEIDA LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Thousands) 1. The statements for the three months ended April 27, 1996 and April 29, 1995 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 25, 1997 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 27, 1996 are not necessarily indicative of the results of operations to be expected for the year ending January 25, 1997. The consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes for the years ended in January 1996 and 1995 included in the Company's January 27, 1996 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 27, 1996 the maximum amount available for payment of dividends was $7,758. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Quarter ended April 27, 1996 compared with the quarter ended April 29, 1995 (Thousands) Operations Consolidated net sales, for the quarter ended April 27, 1996 decreased $2,492, over the same quarter a year ago. Net Sales 1996 1995 % Change Tableware Division: Consumer Products........ $ 48,608 $ 47,451 2.4% Foodservice.............. 34,282 32,815 4.5% Total Tableware........ 82,890 80,266 3.3% Industrial Wire Division... 36,425 41,541 (12.3%) Total.................. $119,315 $121,807 ( 2.0%) Sales in both the Consumer and Foodservice business segments outpaced prior year levels. Shipments of industrial wire products were lower due to decreases in demand from automotive and electronics customers. Gross margin, as a percentage of net sales, was equal to 26.1% for the first quarter of 1996, compared to 27.7% for the same quarter in 1995. Tableware gross profits declined 2% from the same period last year due principally to changes in product mix. At Camden Wire gross margin was lower due to volume decreases. Operating Expenses 1996 1995 % Change Tableware Division......... $22,296 $22,787 ( 2.2%) Industrial Wire Division... 2,663 3,145 (15.3%) Total.................. $24,959 $25,932 ( 3.8%) Operating expenses decreased by $973 from the same quarter last year. Selling and distribution costs decreased by $419 while administrative costs decreased by $554. The decrease in selling costs is related to the reduced sales level at Camden Wire as well as cost containments in the tableware facilities. The decrease in administrative costs is the result of lower profit sharing due to lower operating income. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Quarter ended April 27, 1996 compared with the quarter ended April 29, 1995 (Thousands) Interest expense, prior to capitalized interest, was $1,957 for the quarter, a decrease of $255 from the first quarter of 1995. This decrease is primarily the result of lower average borrowing rates. The total debt outstanding decreased $1,154 to $117,917 from the same period last year. Accordingly, the debt to total capital ratio has decreased from 56% to 52%. Liquidity & Financial Resources During the first quarter of this year, the company expended approximately $6,900 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. Approximately $3,300 was spent on the Camden Wire modernization program. The new wire plant constructed in El Paso, Texas is now operational. The Company plans to spend another $3,700 this year as it completes this plant and adds new equipment to the existing wire mills. 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 27, 1996, the Company had unused short-term credit lines equal to $51,500 and working capital of $124,701. ONEIDA LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q APRIL 27, 1996 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 7, 1996 ____________________________ Edward W. Thoma Senior Vice President Finance