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 July 7, 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) One Pulaski Square 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: 2,783,579 shares of common stock outstanding as of August 15, 1996 Pulaski Furniture Corporation Index PART I: Financial Statements Consolidated Condensed Balance Sheets as of July 7, 1996 and October 29, 1995 . . . . . . . . . . . . . . . . 2 Consolidated Condensed Statements of Income Three 4-week periods ended July 7, 1996 and July 9, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Condensed Statements of Income Nine 4-week periods ended July 7, 1996 and July 9, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows Nine 4-week periods ended July 7, 1996 and July 9, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 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) July 7, October 29, 1996 1995 ASSETS ---------- ---------- Current assets: Cash and cash equivalents $ 1,997 $ 1,722 Short-term investments 11 15 Accounts receivable, net 25,443 35,674 ---------- ---------- 27,451 37,411 Inventories: Raw materials 14,970 16,984 Work-in-process 5,717 6,048 Finished goods 36,736 32,229 ---------- ---------- 57,423 55,261 Less LIFO reserve (15,101) (14,852) ---------- ---------- 42,322 40,409 Prepaid expenses 80 407 Deferred income tax 579 579 ---------- ----------- Total current assets 70,432 78,806 Property, plant and equipment, net 37,721 38,894 Cash surrender value of life insurance 988 976 ---------- ---------- Total assets $ 109,141 $ 118,676 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses: Accounts payable $ 7,465 $ 9,764 Notes payable 8,000 12,000 Wages and commissions 1,256 2,214 Taxes withheld from employees 665 734 ---------- ---------- 17,386 24,712 Federal and state income taxes 214 257 Current portion of long-term debt 2,000 2,048 ---------- ---------- Total current liabilities 19,600 27,017 Long-term notes payable 27,867 29,355 Deferred income taxes 4,027 4,094 Deferred compensation 2,309 2,269 Shareholders' equity Common stock 5,031 5,827 Retained earnings 50,639 50,297 Unamortized restricted stock (332) (183) ---------- ---------- Total shareholders' equity 55,338 55,941 ---------- ---------- Total liabilities and shareholders' equity $ 109,141 $ 118,676 ========== ========== Pulaski Furniture Corporation Consolidated Condensed Statements of Income (in thousands, except for per share data) Three 4-week periods ended July 7, July 9, Incr 1996 1995 (Decr) % --------- --------- -------- ---- Net sales $ 30,173 $ 30,236 $ (63) (0.2)% Costs and expenses Cost of sales 24,844 25,703 (859) (3.3) Selling & administrative 4,812 4,754 58 1.2 ---------- ---------- -------- Operating income (loss) 517 (221) 738 (333.9) Other income and expenses Interest expense 428 695 (267) (38.4) Interest income 1 (4) 5 125.0 ---------- ---------- -------- Total 429 691 (262) (37.9) Income (loss) before income taxes 88 (912) 1,000 (109.6) Provision for taxes on income 29 (310) 339 (109.4) ---------- ---------- -------- Net income (loss) $ 59 $ (602) $ 661 (109.8) ========== ========== ======== Weighted average number of shares outstanding: Primary 2,807,348 2,862,050 Assuming full dilution 2,807,348 2,862,050 Earnings (loss) per share: Primary $ 0.02 $(0.21) Assuming full dilution $ 0.02 $(0.21) Cash dividends per share: $0.16 $0.15 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Condensed Statements of Income (in thousands, except for per share data) Nine 4-week periods ended July 7, July 9, Incr 1996 1995 (Decr) % --------- --------- -------- ---- Net sales $106,663 $110,495 $(3,832) (3.5)% Costs and expenses Cost of sales 86,745 90,334 (3,589) (4.0) Selling & administrative 15,841 15,534 307 2.0 ---------- ---------- -------- Operating income 4,077 4,627 (550) (11.9) Other income and expenses Interest expense 1,569 1,818 (249) (13.7) Interest income (8) (19) 11 57.9 ---------- ---------- -------- Total 1,561 1,799 (238) (13.2) Income before income taxes 2,516 2,828 (312) (11.0) Provision for taxes on income 819 963 (144) (15.0) ---------- ---------- -------- Net income $ 1,697 $ 1,865 $ (168) (9.0) ========== ========== ======== Weighted average number of shares outstanding: Primary 2,838,884 2,861,932 Assuming full dilution 2,838,884 2,861,932 Earnings per share: Primary $0.59 $0.65 Assuming full dilution $0.59 $0.65 Cash dividends per share: $0.48 $0.45 See accompanying notes to financial statements. Pulaski Furniture Corporation Consolidated Statements of Cash Flows Nine 4-week periods ended July 7, July 9, 1996 1995 ------------ ------------ OPERATING ACTIVITIES Net income $ 1,697,494 $ 1,865,043 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for depreciation and amortization 3,352,298 3,553,355 Provision for deferred income taxes (67,500) (67,500) Provision for deferred compensation 40,508 109,435 Proportionate share in loss of investee company 58,902 Changes in operating assets and liabilities: Decrease in trade receivables 10,230,780 9,130,714 Increase in inventories (1,912,905) (12,875,765) Decrease in prepaid expenses 327,320 368,832 Decrease in accounts payable and other accrued expenses (3,326,271) (2,859,854) Decrease in federal and state income taxes payable (43,070) (975,021) ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 10,298,654 (1,691,859) INVESTING ACTIVITIES Purchase of property, plant and equipment (1,993,583) (1,984,567) Sale of investments 3,600 50,000 Increase in cash surrender value (11,863) (9,704) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (2,001,846) (1,944,271) FINANCING ACTIVITIES Proceeds from issuance of common stock 440,722 405,632 Repurchase of common stock (1,570,812) (516,000) Payment of dividends (1,355,290) (1,281,727) Increase (decrease) in notes payable (4,000,000) 5,000,000 Payments on long-term debt (1,535,714) (573,824) ------------ ------------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (8,021,094) 3,034,081 ------------ ------------ Decrease in cash and cash equivalents 275,714 (602,049) Cash and cash equivalents at beginning of period 1,721,546 1,088,322 ------------ ------------ Cash and cash equivalents at end of period $ 1,997,260 $ 486,273 ============ ============ 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 July 7, 1996 and October 29, 1995, and the results of operations and cash flows for the three and nine 4-week periods ended July 7, 1996 and July 9, 1995. The results of operations for the three and nine 4-week periods ended July 7, 1996 and July 9, 1995 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 Third Quarter 1996 to Third Quarter 1995 and Three Quarters of 1996 to Three Quarters of 1995 (See pages 3 and 4 for dollar and percent changes.) - ---------------------------------------------------------------------------- The decrease in sales for the three quarters of 1996 as compared to the three quarters of 1995 is due largely to the lower demand for the Corpor- ation's furniture, and to lower average selling prices. The decrease in cost of sales, as a percentage of sales, for the third quarter and three quarters of 1996 was due primarily to lower manufacturing costs resulting from higher utilization of materials and labor. The increase in selling and administrative expenses in the three quarters of 1996 was due primarily to increases in advertising and promotional expenses, employee compensation and benefits. Interest expense decreased in the third quarter and for the three quarters of 1996 due to lower levels of outstanding debt. Earnings decreased in the three quarters of 1996 as compared to the three quarters of 1995 due primarily to lower sales volume and higher selling and administrative expenses. Earnings increased in the third quarter of 1996 as compared with the third quarter of 1995 on approximately equal sales due mostly to stabilized costs in the Corporation's new factory and to lower interest expense. Capital Resources and Liquidity - -------------------------------- Working capital provided by operations was $5,023,000 for the three quarters ended July 7, 1996 compared to $5,519,000 for the three quarters ended July 9, 1995. Net working capital decreased by $957,000 during the first three quarters of 1996 compared with an increase of $1,564,000 in the first three quarters of 1995. During the third quarter of 1996, the Corporation's average amount of outstanding indebtedness for borrowed money was $37,854,284. The weighted average rate of interest on such indebtedness was approximately 5.0% per annum. Pulaski Furniture Corporation Part I - Exhibit 3 Computation of Earnings Per Share Three 4-week periods ended July 7, July 9, 1996 1995 ------------ ------------ PRIMARY: Average shares outstanding 2,783,579 2,837,882 Dilutive stock options - based on treasury stock method using average market price 4,495 8,593 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 19,274 15,575 ------------ ------------ TOTAL 2,807,348 2,862,050 ------------ ------------ Net income (loss) $ 59,379 $ (601,829) ============ ============ Net income (loss) per share: $ 0.02 $(0.21) ======= ======= FULLY DILUTED: Average shares outstanding 2,783,579 2,837,882 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 4,495 8,593 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 19,274 15,575 ------------ ------------ TOTAL 2,807,348 2,862 050 ------------ ------------ Net income (loss) per share: $ 0.02 $(0.21) ======= ======= Pulaski Furniture Corporation Part I - Exhibit 3 (continued) Computation of Earnings Per Share Nine 4-week periods ended July 7, July 9, 1996 1995 ------------ ------------ PRIMARY: Average shares outstanding 2,822,431 2,843,474 Dilutive stock options - based on treasury stock method using average market price 5,141 9,322 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 11,312 9,136 ------------ ------------ TOTAL 2,838,884 2,861,932 ------------ ------------ Net income $ 1,697,494 $ 1,865,043 ============ ============ Net income per share: $ 0.59 $ 0.65 ======= ======= FULLY DILUTED: Average shares outstanding 2,822,431 2,843,474 Dilutive stock options - based on treasury stock method using the greater of year-end market value or average market value 5,141 9,322 Dilutive shares under Employee Stock Purchase Plan - based on average shares issuable 11,312 9,136 ------------ ------------ TOTAL 2,838,884 2,861,932 ------------ ------------ Net income per share: $ 0.59 $ 0.65 ======= ======= 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: August 15, 1996 /s/ John G. Wampler --------------------------------------- John G. Wampler (President and Chief Operating Officer) /s/ Jason A. Gibbs --------------------------------------- Jason A. Gibbs, Chief Financial Officer (Principal Accounting Officer)