SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------- FORM 10-Q/A ----------- [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 23, 1994 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________ COMMISSION FILE NUMBER 0-314 Pulaski Furniture Corporation (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation) 54-0594965 (IRS employer identification number) P.O. Box 1371, Pulaski, Virginia (Address of principal executive offices) 24301 (Zip Code) 703-980-7330 (Registrant's telephone number) Indicate by checkmark 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 the latest practicable date: 2,866,909 shares of common stock outstanding as of March 4, 1994 Pulaski Furniture Corporation Index PART I: Financial Statements Consolidated Condensed Balance Sheets as of January 23, 1994 and October 31, 1993 . . . . . . . . . . . . . . 2 Consolidated Condensed Statements of Income Three 4-week periods ended January 23, 1994 and January 24, 1993 . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows Three 4-week periods ended January 23, 1994 and January 24, 1993 . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Consolidated Condensed Financial Statements . . . . . . 5 Management's Discussion and Analysis of the Consolidated Condensed Statements of Income . . . . . . . . . . . 6 Exhibit 3 - Computation of Earnings per Share . . . . . . . . . . 7 PART II: Other Information and Signatures . . . . . . . . . . . . . . 8 Pulaski Furniture Corporation Consolidated Condensed Balance Sheets (in thousands) January 23, October 31, 1994 1993 ASSETS ---------- ---------- Current assets: Cash and cash equivalents $ 589 $ 763 Short-term investments 2,047 2,141 Accounts receivable, net 26,600 30,830 ---------- ---------- 29,236 33,734 Inventories: Raw materials 12,557 11,680 Work-in-process 5,496 4,767 Finished goods 26,291 26,345 ---------- ---------- 44,344 42,792 Less LIFO reserve (13,626) (12,014) ---------- ---------- 30,718 30,778 Prepaid expenses 788 596 Deferred income tax 813 1,177 ---------- ----------- Total current assets 61,555 66,285 Investments and other assets 1,231 1,245 Property, plant and equipment, net 32,749 31,759 Cash surrender value of life insurance 762 762 ---------- ---------- Total assets $ 96,297 $ 100,051 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses: Accounts payable $ 7,193 $ 8,482 Notes payable 7,000 7,000 Wages and commissions 2,646 3,865 Taxes withheld from employees 459 309 ---------- ---------- 17,298 19,656 Federal and state income taxes 738 1,375 Current portion of long-term debt 2,000 2,046 ---------- ---------- Total current liabilities 20,036 23,077 Long-term notes payable 19,237 20,357 Deferred income taxes 4,365 5,148 Shareholders' equity Common stock 6,590 5,645 Retained earnings 46,687 45,960 Unamortized restricted stock (618) (136) ---------- ---------- Total shareholders' equity 52,659 51,469 ---------- ---------- Total liabilities and shareholders' equity $ 96,297 $ 100,051 ========== ========== See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Condensed Statements of Income (in thousands, except for per share data) Three 4-week periods ended Jan. 23, Jan. 24, Incr 1994 1993 (Decr) % --------- --------- -------- ---- Net sales $ 32,150 $ 29,593 $ 2,557 8.6% Costs and expenses Cost of sales 25,740 23,963 1,777 7.4 Selling & administrative 4,946 4,292 654 15.2 ---------- ---------- -------- Operating income 1,464 1,338 126 9.4 Other income and expenses Interest expense 336 285 51 17.9 Interest income (6) (52) 46 88.5 ---------- ---------- -------- Total 330 233 97 41.6 Income before income taxes and cumulative effect of accounting change 1,134 1,105 29 2.6 Provision for taxes on income 405 381 24 6.3 ---------- ---------- -------- Income before cumulative effect of accounting change 729 724 5 0.7 Cumulative effect of change in accounting for income taxes 396 ---------- ---------- -------- Net income $ 1,125 $ 724 $ 401 55.4 ========== ========== ======== Weighted average number of shares outstanding: Primary 2,880,823 2,829,671 Assuming full dilution 2,889,116 2,838,060 Earnings per share before cumulative effect of accounting change: Primary $0.25 $0.25 Assuming full dilution $0.25 $0.25 Earnings per share of cumulative effect of accounting change: Primary $0.14 Assuming full dilution $0.14 Earnings per share after cumulative effect of accounting change: Primary $0.39 $0.25 Assuming full dilution $0.39 $0.25 Cash dividends per share: $0.14 $0.13 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Statements of Cash Flows Three 4-week periods ended January 23, January 24, 1994 1993 ------------ ------------ OPERATING ACTIVITIES Net income $ 1,125,018 $ 723,703 Adjustments to reconcile net income to net cash provided by operating activities: Provision for depreciation 804,199 787,444 Provision for deferred income taxes (418,592) (22,500) Proportionate share in loss of investee company 14,096 40,361 Changes in operating assets and liabilities: Decrease in trade receivables 4,229,947 4,640,729 Decrease in inventories 60,330 322,744 (Increase) in prepaid expenses (192,355) (172,189) (Decrease) in accounts payable and accrued expenses (2,356,621) (2,889,253) (Decrease) in federal and state income taxes payable (637,293) (128,175) ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 2,628,729 3,302,864 INVESTING ACTIVITIES Purchase of property, plant and equipment (1,793,910) (206,013) Purchase of investments 0 (2,602,800) Sale of investments 93,814 0 ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (1,700,096) (2,808,813) FINANCING ACTIVITIES Proceeds from issuance of common stock 461,721 428,657 Payment of dividends (397,985) (366,574) Payments on long-term debt (1,166,667) (83,335) ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (1,102,931) (21,252) ------------ ------------ Increase (decrease) in cash and cash equivalents (174,298) 472,799 Cash and cash equivalents at beginning of period 763,438 888,266 ------------ ------------ Cash and cash equivalents at end of period $ 589,140 $ 1,361,065 ============ ============ See accompanying notes to financial statements. Pulaski Furniture Corporation Notes to Consolidated Condensed Financial Statements See notes to financial statements included in the Corporation's 10-K for the year ended October 31, 1993, for information concerning accounting policies, long-term debt, stock options and other financial matters. Effective November 1, 1993, the Corporation changed its method of accounting for income taxes from the deferred method to the liability method required by FASB Statement No. 109, "Accounting for Income Taxes." As permitted under the new rules, prior years' financial statements have not been restated. The cumulative effect of adopting Statement No. 109 as of November 1, 1993 was to increase net income by $396,000 or $0.14 per share. The components of the deferred tax assets and liabilities at the adoption of SFAS 109 were as follows: Current Asset Noncurrent (Liability) Liability ----------- ---------- (in 000's) Depreciation $ 4,388 Deferred compensation $ 685 Receivables allowance 332 Inventory valuation (291) Other 87 ----------- ---------- $ 813 $ 4,388 =========== ========== There have been no other material changes in financial matters since October 31, 1993. In the opinion of the Corporation, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the financial position as of January 23, 1994 and October 31, 1993, and the results of operations and cash flows for the three 4-week periods ended January 23, 1994 and January 24, 1993. The results of operations for the three 4-week periods ended January 23, 1994 and January 24, 1993 are not necessarily indicative of the results to be expected for the full year. Pulaski Furniture Corporation Management's Discussion and Analysis of the Consolidated Condensed Statements of Income Comparison of First Quarter 1994 to First Quarter 1993 (See page 3 for dollar and percent changes.) - ---------------------------------------------------------------------------- The increase in sales for the 1994 fiscal quarter is due primarily to an increased demand for the Corporation's products because of the stronger economy. The higher selling and administrative expenses as a percent of sales for the 1994 quarter is mainly in the categories of compensation, information systems, and expenses related to marketing. The increase in compensation was primarily caused by an increase in the number of employees, rate incr- eases, and the amortization of restricted stock expenses. The increase in information systems expense was caused primarily by upgrades of the Corp- oration's manufacturing and administrative systems. The increase in marketing expenses was caused primarily by greater efforts to promote and market the Corporation's products, as reflected in the higher sales. The increase in interest expense is due mostly to increased short-term borrowings. Results of operations for fiscal 1993 and fiscal 1994 reflect plant closings for one week's vacation in the first quarter. Capital Resources and Liquidity - -------------------------------- Working capital provided by operations was $1,525,000 for the first quarter ended January 23, 1994, compared to $1,529,000 for the first quarter ended January 24, 1993. Net working capital decreased by $1,326,000 during the first quarter of 1994 compared with an increase of $1,300,000 in the first quarter of 1993. The primary reason for the decrease in net working capital between the 1994 and 1993 quarters was the use of short-term funds to finance the significant increase in property, plant and equipment. During the first quarter of 1994, the Corporation's average amount of outstanding indebtedness for borrowed money was $28,820,292. The weighted average rate of interest on such indebtedness was approximately 5.05% per annum. Pulaski Furniture Corporation Part I - Exhibit 3 Computation of Earnings Per Share Three 4-week periods ended January 23, January 24, 1994 1993 ------------ ------------ PRIMARY: Average shares outstanding 2,850,020 2,808,875 Dilutive stock options - based on treasury stock method using average market price 28,670 18,372 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 2,133 2,424 ------------ ------------ TOTAL 2,880,823 2,829,671 Net Income before cumulative effect of accounting change $ 728,926 $ 723,703 Cumulative effect of accounting change 396,092 ------------ ------------ Net Income after cumulative effect of accounting change $ 1,125,018 $ 723,703 ============ ============ Net Income per Share: Before cumulative effect of accounting change $ 0.25 $ 0.25 Cumulative effect of accounting change 0.14 ------- ------- After cumulative effect of accounting change $ 0.39 $ 0.25 ======= ======= FULLY DILUTED: Average shares outstanding 2,850,020 2,808,875 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 36,963 26,761 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 2,133 2,424 ------------ ------------ TOTAL 2,889,116 2,838,060 Net Income per Share: Before cumulative effect of accounting change $ 0.25 $ 0.25 Cumulative effect of accounting change 0.14 ------- ------- After cumulative effect of accounting change $ 0.39 $ 0.25 ======= ======= Pulaski Furniture Corporation Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders On February 11, 1994, the Corporation held its annual meeting of shareholders, at which the following business was transacted: John W. Stanley and Hugh V. White, Jr. were elected to serve as Class I directors of the Corporation, each for a term of three years. The votes for the election of the Class I directors were as follows: FOR AGAINST ABSTAIN ---------- ---------- ---------- Mr. Stanley 2,157,348 1,268 0 Mr. White 2,158,616 0 0 The terms of the following directors continued beyond the 1994 annual meeting: Bernard C. Wampler, Clifford A. Cutchins, III, Harry H. Warner, John D. Munford, and John G. Wampler. Item 5. Other Information The Corporation is presently constructing a 75,000 square foot addition to its manufacturing facilities in Pulaski, Virginia. The addition will house new production equipment, including computerized woodworking machinery. It is expected that the cost of the facility expansion will approximate $10 million, and the Corporation has secured financing for the construction through additional bank borrowings. All other information called for by other items of Part II of the Form 10-Q is either inapplicable or the response to the items would be negative. 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. PULASKI FURNITURE CORPORATION Date: March 4, 1994 /s/ Bernard C. Wampler --------------------------------------- Bernard C. Wampler (Chairman and Chief Executive Officer) /s/ Jason A. Gibbs --------------------------------------- Jason A. Gibbs, Controller (Principal Accounting Officer)