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 January 21, 1996 [ ] 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) 540-980-7330 (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: 2,860,079 shares of common stock outstanding as of February 29, 1996 Pulaski Furniture Corporation Index PART I: Financial Statements Consolidated Condensed Balance Sheets as of January 21, 1996 and October 29, 1995 . . . . . . . . . . . . . . 2 Consolidated Condensed Statements of Income Three 4-week periods ended January 21, 1996 and January 22, 1995 . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows Three 4-week periods ended January 21, 1996 and January 22, 1995 . . . . . . . . . . . . . . . . . . . . . . 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 21, October 29, 1996 1995 ASSETS ---------- ---------- Current assets: Cash and cash equivalents $ 461 $ 1,722 Short-term investments 11 15 Accounts receivable, net 28,568 35,674 ---------- ---------- 29,040 37,411 Inventories: Raw materials 16,675 16,984 Work-in-process 6,057 6,048 Finished goods 33,232 32,229 ---------- ---------- 55,964 55,261 Less LIFO reserve (15,101) (14,852) ---------- ---------- 40,863 40,409 Prepaid expenses 446 407 Deferred income tax 579 579 ---------- ----------- Total current assets 70,928 78,806 Property, plant and equipment, net 37,995 38,894 Cash surrender value of life insurance 982 976 ---------- ---------- Total assets $ 109,905 $ 118,676 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses: Accounts payable $ 5,833 $ 9,764 Notes payable 8,000 12,000 Wages and commissions 775 2,214 Taxes withheld from employees 702 734 ---------- ---------- 15,310 24,712 Federal and state income taxes 720 257 Current portion of long-term debt 2,000 2,048 ---------- ---------- Total current liabilities 18,030 27,017 Long-term notes payable 28,891 29,355 Deferred income taxes 4,072 4,094 Deferred compensation 2,263 2,269 Shareholders' equity Common stock 6,356 5,827 Retained earnings 50,753 50,297 Unamortized restricted stock (460) (183) ---------- ---------- Total shareholders' equity 56,649 55,941 ---------- ---------- Total liabilities and shareholders' equity $ 109,905 $ 118,676 ========== ========== 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. 21, Jan. 22, Incr 1996 1995 (Decr) % --------- --------- -------- ---- Net sales $ 36,585 $ 41,270 $(4,685) (11.4)% Costs and expenses Cost of sales 29,471 33,032 (3,561) (10.8) Selling & administrative 5,178 5,569 (391) (7.0) ---------- ---------- -------- Operating income 1,936 2,669 (733) (27.5) Other income and expenses Interest expense 584 593 (9) (1.5) Interest income (3) (6) 3 50.0 ---------- ---------- -------- Total 581 587 (6) (1.0) Income before income taxes 1,355 2,082 (727) (34.9) Provision for taxes on income 441 709 (268) (37.8) ---------- ---------- -------- Net income 914 1,373 (459) (33.4) ========== ========== ======== Weighted average number of shares outstanding: Primary 2,856,087 2,863,258 Assuming full dilution 2,856,590 2,863,258 Earnings per share: Primary $0.32 $0.48 Assuming full dilution $0.32 $0.48 Cash dividends per share: $0.16 $0.15 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Statements of Cash Flows Three 4-week periods ended January 21, January 22, 1996 1995 ------------ ------------ OPERATING ACTIVITIES Net income $ 913,995 $ 1,373,023 Adjustments to reconcile net income to net cash provided by operating activities: Provision for depreciation/amortization 1,113,331 1,136,693 Provision for deferred income taxes (22,500) (22,500) Provision for deferred compensation (5,188) 45,239 Proportionate share in loss of investee company 14,130 Changes in operating assets and liabilities: Decrease in trade receivables 7,106,528 1,169,792 (Increase) decrease in inventories (454,888) 851,031 (Increase) decrease in prepaid expenses (38,479) 23,613 Decrease in accounts payable and accrued expenses (5,401,882) (1,803,848) Increase in federal and state income taxes payable 462,174 261,262 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,673,091 3,048,435 INVESTING ACTIVITIES Purchase of property, plant and equipment (156,005) (200,989) Sale of investments 3,600 Increase in cash surrender value (5,934) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (158,339) (200,989) FINANCING ACTIVITIES Proceeds from issuance of common stock 423,471 405,632 Repurchase of common stock (229,250) (516,000) Payment of dividends (457,613) (430,362) Decrease in notes payable (4,000,000) (3,000,000) Payments on long-term debt (511,904) (166,666) ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (4,775,296) (3,707,396) ------------ ------------ Decrease in cash and cash equivalents (1,260,544) (859,950) Cash and cash equivalents at beginning of period 1,721,546 1,088,322 ------------ ------------ Cash and cash equivalents at end of period $ 461,002 $ 228,372 ============ ============ 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 29, 1995, for information concerning accounting policies, long-term debt, stock options and other financial matters. There have been no material changes in financial matters since October 29, 1995. 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 21, 1996 and October 29, 1995, and the results of operations and cash flows for the three 4-week periods ended January 21, 1996 and January 22, 1995. The results of operations for the three 4-week periods ended January 21, 1996 and January 22, 1995 are not necessarily indicative of the results to be expected for the full year. The Corporation's outlook for the second quarter of 1996 is cautious as there continues to be softness in the retail of household furniture. Most of our facilities are operating at reduced schedules. Pulaski Furniture Corporation Management's Discussion and Analysis of the Consolidated Condensed Statements of Income Comparison of First Quarter 1996 to First Quarter 1995 (See page 3 for dollar and percent changes.) - ---------------------------------------------------------------------------- The lower sales in the first quarter of 1996 as compared to the first quarter of 1995 was due primarily to decreased demand caused by weak retail sales in household furniture and a slowing economy. The higher percentage of cost of sales and the higher percentage of selling and administrative expenses to sales is directly related to the lower sales volume. The decrease in net income was due primarily to lower production levels and shipments related to the weakness in retail furniture sales. Capital Resources and Liquidity - -------------------------------- Working capital provided by operations was $2,000,000 for the quarter ended January 21, 1996 compared to $2,547,000 for the quarter ended January 22, 1995. Net working capital increased by $1,109,000 during the first quarter of 1996 compared with an increase of $1,644,000 in the first quarter of 1995. During the first quarter of 1996, the Corporation's average amount of outstanding indebtedness for borrowed money was $41,539,328. The weighted average rate of interest on such indebtedness was approximately 6.0% per annum. Pulaski Furniture Corporation Part I - Exhibit 3 Computation of Earnings Per Share Three 4-week periods ended January 21, January 22, 1996 1995 ------------ ------------ PRIMARY: Average shares outstanding 2,846,432 2,854,659 Dilutive stock options - based on treasury stock method using average market price 6,187 5,324 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 3,468 3,275 ------------ ------------ TOTAL 2,856,087 2,863,258 Net Income $ 913,995 $ 1,373,023 ------------ ------------ Net Income per Share $ 0.32 $ 0.48 ======= ======= FULLY DILUTED: Average shares outstanding 2,846,432 2,854,659 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 6,690 5,324 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 3,468 3,275 ------------ ------------ TOTAL 2,856,590 2,863,258 Net Income per Share $ 0.32 $ 0.48 ======= ======= Pulaski Furniture Corporation Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders On February 9, 1996, the Corporation held its annual meeting of shareholders, at which the following business was transacted: Bernard C. Wampler, Harry H. Warner and Harry J. G. van Beek were elected to serve as Class III directors of the Corporation, each for a term of three years. The votes for the election of the Class II directors were as follows: FOR AGAINST ABSTAIN ---------- ---------- ---------- Mr. Wampler 2,512,234 0 12,517 Mr. Warner 2,512,134 0 12,617 Mr. van Beek 2,510,743 0 14,008 The terms of the following directors continued beyond the 1996 annual meeting: John G. Wampler, John D. Munford, John W. Stanley, and Hugh V. White, Jr. Item 5. Other Information 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: February 29, 1996 /s/ John G. Wampler --------------------------------------- John G. Wampler (President and Chief Operating Officer) /s/ Jason A. Gibbs --------------------------------------- Jason A. Gibbs, CFO (Principal Accounting Officer)