SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 16, 1995 [ ] 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: 2,837,082 shares of common stock outstanding as of May 26, 1995 Pulaski Furniture Corporation Index PART I: Financial Statements Consolidated Condensed Balance Sheets as of April 16, 1995 and October 30, 1994 . . . . . . . . . . . . . . . 2 Consolidated Condensed Statements of Income Three 4-week periods ended April 16, 1995 and April 17, 1994 . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Condensed Statements of Income Six 4-week periods ended April 16, 1995 and April 17, 1994 . . . . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows Six 4-week periods ended April 16, 1995 and April 17, 1994 . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Condensed Financial Statements . . . . . . 6 Management's Discussion and Analysis of the Consolidated Condensed Statements of Income . . . . . . . . . . . 7 Exhibit 3 - Computation of Earnings per Share . . . . . . . . . . 8 PART II: Other Information and Signatures . . . . . . . . . . . . . 10 Pulaski Furniture Corporation Consolidated Condensed Balance Sheets (in thousands) April 16, October 30, 1995 1994 ASSETS ---------- ---------- Current assets: Cash and cash equivalents $ 493 $ 1,088 Short-term investments 65 65 Accounts receivable, net 27,131 33,428 ---------- ---------- 27,689 34,581 Inventories: Raw materials 15,741 14,651 Work-in-process 6,534 6,049 Finished goods 34,018 27,020 ---------- ---------- 56,293 47,720 Less LIFO reserve (15,392) (13,777) ---------- ---------- 40,901 33,943 Prepaid expenses 597 465 Deferred income tax 493 493 ---------- ----------- Total current assets 69,680 69,482 Investments and other assets 1,194 1,235 Property, plant and equipment, net 39,954 41,069 Cash surrender value of life insurance 973 964 ---------- ---------- Total assets $ 111,801 $ 112,750 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses: Accounts payable $ 11,431 $ 8,544 Notes payable 4,000 8,000 Wages and commissions 851 2,396 Taxes withheld from employees 739 579 ---------- ---------- 17,021 19,519 Federal and state income taxes 1,023 757 Current portion of long-term debt 2,000 2,004 ---------- ---------- Total current liabilities 20,044 22,280 Long-term notes payable 31,074 31,398 Deferred income taxes 3,826 3,871 Deferred compensation 2,016 1,938 Shareholders' equity Common stock 5,974 6,084 Retained earnings 49,140 47,529 Unamortized restricted stock (273) (350) ---------- ---------- Total shareholders' equity 54,841 53,263 ---------- ---------- Total liabilities and shareholders' equity $ 111,801 $ 112,750 ========== ========== 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 Apr. 16, Apr. 17, Incr 1995 1994 (Decr) % --------- --------- -------- ---- Net sales $ 38,989 $ 32,901 $ 6,088 18.5% Costs and expenses Cost of sales 31,599 26,216 5,383 20.5 Selling & administrative 5,211 4,994 217 4.3 ---------- ---------- -------- Operating income 2,179 1,691 488 28.9 Other income and expenses Interest expense 530 355 175 49.3 Interest income (9) (27) 18 66.7 ---------- ---------- -------- Total 521 328 193 58.8 Income before income taxes 1,658 1,363 295 21.6 Provision for taxes on income 564 486 78 16.0 ---------- ---------- -------- Net income $ 1,094 $ 877 $ 217 24.7 ========== ========== ======== Weighted average number of shares outstanding: Primary 2,861,519 2,901,461 Assuming full dilution 2,861,519 2,901,461 Earnings per share: Primary $0.38 $0.30 Assuming full dilution $0.38 $0.30 Cash dividends per share: $0.15 $0.14 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Condensed Statements of Income (in thousands, except for per share data) Six 4-week periods ended Apr. 16, Apr. 17, Incr 1995 1994 (Decr) % --------- --------- -------- ---- Net sales $ 80,259 $ 65,051 $15,208 23.4% Costs and expenses Cost of sales 64,631 51,956 12,675 24.4 Selling & administrative 10,780 9,940 840 8.5 ---------- ---------- -------- Operating income 4,848 3,155 1,693 53.7 Other income and expenses Interest expense 1,123 691 432 62.5 Interest income (15) (33) 18 54.5 ---------- ---------- -------- Total 1,108 658 450 68.4 Income before income taxes and cumulative effect of accounting change 3,740 2,497 1,243 49.8 Provision for taxes on income 1,273 891 382 42.9 ---------- ---------- -------- Income before cumulative effect of accounting change 2,467 1,606 861 53.6 Cumulative effect of change in accounting for income taxes 396 ---------- ---------- -------- Net income $ 2,467 $ 2,002 $ 465 23.2 ========== ========== ======== Weighted average number of shares outstanding: Primary 2,861,868 2,890,921 Assuming full dilution 2,865,616 2,890,921 Earnings per share before cumulative effect of accounting change: Primary $0.86 $0.55 Assuming full dilution $0.86 $0.55 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 $0.86 $0.69 Assuming full dilution $0.86 $0.69 Cash dividends per share: $0.30 $0.28 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Statements of Cash Flows Six 4-week periods ended April 16, April 17, 1995 1994 ------------ ------------ OPERATING ACTIVITIES Net income $ 2,466,872 $ 2,001,693 Adjustments to reconcile net income to net cash provided by operating activities: Provision for depreciation 2,249,938 1,597,646 Provision for deferred income taxes (45,000) (441,092) Provision for deferred compensation 77,610 140,935 Proportionate share in loss of investee company 41,515 48,788 Changes in operating assets and liabilities: Decrease in trade receivables 6,297,182 6,243,440 (Increase) in inventories (6,958,773) (1,800,765) (Increase) in prepaid expenses (131,490) (299,602) Increase (decrease) in accounts payable and other accrued expenses 1,503,040 (1,298,567) Increase (decrease) in federal and state income taxes payable 266,064 (1,205,555) ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 5,766,958 4,986,921 INVESTING ACTIVITIES Purchase of property, plant and equipment (1,134,692) (6,212,944) Sale of investments 0 142,000 (Increase) in cash surrender value (9,704) (119,587) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (1,144,396) (6,190,531) FINANCING ACTIVITIES Proceeds from issuance of common stock 0 80,424 Repurchase of common stock (33,495) 0 Payment of dividends (856,045) (800,053) Decrease in notes payable (4,000,000) 0 Payments on long-term debt (328,278) (409,306) ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (5,217,818) (1,128,935) ------------ ------------ (Decrease) in cash and cash equivalents (595,256) (2,332,545) Cash and cash equivalents at beginning of period 1,088,322 2,697,707 ------------ ------------ Cash and cash equivalents at end of period $ 493,066 $ 365,162 ============ ============ 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 30, 1994, for information concerning accounting policies, long-term debt, stock options and other financial matters. On February 11, 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes." Under the new rules, deferred taxes are recognized using the liability method, whereby tax rates are applied to cumulative temporary differences based on when and how they are expected to affect the tax return. Deferred tax assets and liabilities are adjusted for tax rate changes. The Corporation adopted the new method in the quarter ending January 23, 1994, and has shown the initial application as a cumulative effect of a change in accounting principle. The Corporation has determined that adoption of Statement 109 decreased the deferred tax liability by approximately $396,000 but had no cash impact. There have been no material changes in financial matters since October 30, 1994. 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 April 16, 1995 and October 30, 1994, and the results of operations and cash flows for the three and six 4-week periods ended April 16, 1995 and April 17, 1994. The results of operations for the three and six 4-week periods ended April 16, 1995 and April 17, 1994 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 Second Quarter 1995 to Second Quarter 1994 and Two Quarters of 1995 to Two Quarters of 1994 (See pages 3 and 4 for dollar and percent changes.) - ---------------------------------------------------------------------------- The higher sales in the 1995 quarter and the two quarters (24 weeks) ended April 16, 1995 were due to increased demand for the Corporation's furniture, and to the additional volume produced by the new factory. The decrease in selling and administrative expenses as a percentage of sales is due mainly to the higher sales. Interest expense increased due to a higher level of outstanding debt and to the higher average interest rates. The increase in net income is due primarily to the increase in sales. Capital Resources and Liquidity - -------------------------------- Working capital provided by operations was $4,791,000 for the two quarters ended April 16, 1995 compared to $3,348,000 for the two quarters ended April 17, 1994. Net working capital increased by $2,434,000 during the first two quarters of 1995 compared with a decrease of $4,208,000 in the first two quarters of 1994. During the second quarter of 1995, the Corporation's average amount of outstanding indebtedness for borrowed money was $38,532,160. The weighted average rate of interest on such indebtedness was approximately 6.2% per annum. Pulaski Furniture Corporation Part I - Exhibit 3 Computation of Earnings Per Share Three 4-week periods ended April 16, April 17, 1995 1994 ------------ ------------ PRIMARY: Average shares outstanding 2,837,882 2,863,170 Dilutive stock options - based on treasury stock method using average market price 15,078 31,118 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 8,559 7,173 ------------ ------------ TOTAL 2,861,519 2,901,461 ------------ ------------ Net Income $ 1,093,849 $ 876,675 ============ ============ Net Income per Share: $ 0.38 $ 0.30 ======= ======= FULLY DILUTED: Average shares outstanding 2,837,882 2,863,170 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 15,078 31,118 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 8,559 7,173 ------------ ------------ TOTAL 2,861,519 2,901,461 ------------ ------------ Net Income per Share: $ 0.38 $ 0.30 ======= ======= Pulaski Furniture Corporation Part I - Exhibit 3 (continued) Computation of Earnings Per Share Six 4-week periods ended April 16, April 17, 1995 1994 ------------ ------------ PRIMARY: Average shares outstanding 2,846,270 2,856,595 Dilutive stock options - based on treasury stock method using average market price 9,681 29,673 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 5,917 4,653 ------------ ------------ TOTAL 2,861,868 2,890,921 ------------ ------------ Net Income before cumulative effect of accounting change $ 2,466,872 $ 1,605,601 Cumulative effect of accounting change 396,092 ------------ ------------ Net Income after cumulative effect of accounting change $ 2,466,872 $ 2,001,693 ============ ============ Net Income per Share: Before cumulative effect of accounting change $ 0.86 $ 0.55 Cumulative effect of accounting change 0.14 ------- ------- After cumulative effect of accounting change $ 0.86 $ 0.69 ======= ======= FULLY DILUTED: Average shares outstanding 2,846,270 2,856,595 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 13,429 29,673 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 5,917 4,653 ------------ ------------ TOTAL 2,865,616 2,890,921 ------------ ------------ Net Income per Share: Before cumulative effect of accounting change $ 0.86 $ 0.55 Cumulative effect of accounting change 0.14 ------- ------- After cumulative effect of accounting change $ 0.86 $ 0.69 ======= ======= Pulaski Furniture Corporation Part II - Other Information 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: May 26, 1995 /s/ John G. Wampler --------------------------------------- John G. Wampler (President and Chief Operating Officer) /s/ Jason A. Gibbs --------------------------------------- Jason A. Gibbs, Controller (Principal Accounting Officer)