SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] 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 0-1349 Stanhome Inc. ___________________________________________________________________________ (Exact name of registrant as specified in its charter) Massachusetts 04-1864170 ____________________________________ ______________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 Western Avenue, Westfield, Massachusetts 01085 ___________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 413-562-3631 ___________________________________________________________________________ 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 [_] September 30, 1996 1995 ____ ____ Shares Outstanding: Common Stock with Associated Rights 17,899,443 18,590,589 Total number of pages contained herein 31 Index to Exhibits is on page 21 PART I. FINANCIAL INFORMATION ------------------------------ STANHOME INC. CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 30, 1996 and DECEMBER 31, 1995 (Unaudited) September 30, December 31, 1996 1995 ---- ---- ASSETS CURRENT ASSETS: Cash and certificates of deposit $ 22,731,932 $ 23,053,926 Notes and accounts receivable, net 210,194,141 158,572,959 Inventories 122,244,630 114,294,928 Prepaid advertising 32,935,649 39,665,306 Other prepaid expenses 10,052,827 6,784,465 ------------ ------------ Total current assets 398,159,179 342,371,584 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT, at cost 134,570,735 131,795,141 Less - Accumulated depreciation and amortization 75,895,746 70,947,871 ------------ ------------ 58,674,989 60,847,270 ------------ ------------ OTHER ASSETS: Goodwill and other intangibles, net 119,366,869 119,826,382 Other 13,813,776 11,420,987 ------------ ------------ 133,180,645 131,247,369 ------------ ------------ $590,014,813 $534,466,223 ============ ============ <FN> The accompanying notes are an integral part of these condensed financial statements. -2- STANHOME INC. CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 30, 1996 and DECEMBER 31, 1995 (Unaudited) September 30, December 31, 1996 1995 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes and loans payable $135,924,087 $ 74,864,065 Accounts payable 54,106,279 64,880,028 Federal, state and foreign taxes on income 39,531,516 28,758,277 Accrued expenses-- Payroll and commissions 12,002,823 13,658,026 Royalties 8,366,111 8,587,986 Pensions and profit sharing 6,621,198 8,610,616 Vacation, sick and postretirement benefits 6,382,517 6,979,623 Other 35,594,077 36,106,020 ------------ ------------ Total current liabilities 298,528,608 242,444,641 ------------ ------------ LONG-TERM LIABILITIES: Postretirement benefits 13,346,728 12,749,258 Foreign employee severance obligations 12,940,387 12,482,097 ------------ ------------ Total long-term liabilities 26,287,115 25,231,355 ------------ ------------ SHAREHOLDERS' EQUITY: Common stock 3,153,530 3,153,530 Capital in excess of par value 44,729,118 43,098,856 Retained earnings 396,854,413 385,008,394 Cumulative translation adjustments ( 27,653,910) ( 27,409,482) ------------ ------------ 417,083,151 403,851,298 Less - Shares held in treasury, at cost 151,884,061 137,061,071 ------------ ------------ Total shareholders' equity 265,199,090 266,790,227 ------------ ------------ $590,014,813 $534,466,223 ============ ============ <FN> The accompanying notes are an integral part of these condensed financial statements. -3- STANHOME INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE QUARTERS ENDED SEPTEMBER 30, 1996 and 1995 (Unaudited) 1996 1995 ---- ---- NET SALES $209,931,607 $205,706,026 COST OF SALES 96,588,837 92,267,826 ------------ ------------ GROSS PROFIT 113,342,770 113,438,200 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 89,747,168 90,037,720 ------------ ------------ OPERATING PROFIT 23,595,602 23,400,480 Interest expense ( 2,468,267) ( 1,928,605) Other expense, net ( 1,031,389) ( 744,444) ------------ ------------ INCOME BEFORE INCOME TAXES 20,095,946 20,727,431 Income taxes 8,642,931 8,859,754 ------------ ------------ NET INCOME $ 11,453,015 $ 11,867,677 ============ ============ EARNINGS PER COMMON SHARE, Primary and fully diluted $ .64 $ .63 <FN> The accompanying notes are an integral part of these condensed financial statements. -4- STANHOME INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 and 1995 (Unaudited) 1996 1995 ---- ---- NET SALES $610,695,506 $600,064,554 COST OF SALES 269,777,193 258,261,290 ------------ ------------ GROSS PROFIT 340,918,313 341,803,264 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 284,307,875 281,631,069 ------------ ------------ OPERATING PROFIT 56,610,438 60,172,195 Interest expense ( 6,419,379) ( 5,207,637) Other expense, net ( 2,614,326) ( 1,340,622) ------------ ------------ INCOME BEFORE INCOME TAXES 47,576,733 53,623,936 Income taxes 21,102,434 24,136,822 ------------ ------------ NET INCOME 26,474,299 29,487,114 RETAINED EARNINGS, beginning of period 385,008,394 362,946,840 Cash dividends, $.81 per share in 1996 and $.795 per share in 1995 ( 14,628,280) ( 14,938,849) ------------ ------------ RETAINED EARNINGS, end of period $396,854,413 $377,495,105 ============ ============ EARNINGS PER COMMON SHARE: Primary $1.46 $1.56 Fully diluted $1.46 $1.55 <FN> The accompanying notes are an integral part of these condensed financial statements. -5- STANHOME INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 and 1995 (Unaudited) 1996 1995 ---- ---- OPERATING ACTIVITIES: Net cash used by operating activities ($26,622,773) ($42,613,521) ----------- ----------- INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 6,406,773) ( 8,380,613) Payments for acquisition of businesses, net of cash acquired ( 1,566,165) ( 1,402,840) Proceeds from sale of property, plant and equipment 2,603,924 1,274,098 Other, principally marketable securities - ( 12,165) ----------- ----------- Net cash used by investing activities ( 5,369,014) ( 8,521,520) ----------- ----------- FINANCING ACTIVITIES: Cash dividends ( 14,628,280) ( 14,938,849) Exchanges and purchases of common stock ( 15,178,033) ( 19,438,450) Notes and loans payable 59,650,937 86,421,953 Exercise of stock options 1,692,019 2,026,183 Other common stock issuance 293,286 376,447 ----------- ----------- Net cash provided by financing activities 31,829,929 54,447,284 ----------- ----------- Effect of exchange rate changes on cash and cash equivalents ( 160,136) 211,870 ----------- ----------- Increase/(decrease) in cash and cash equivalents ( 321,994) 3,524,113 Cash and cash equivalents, beginning of year 23,051,926 19,349,839 ----------- ----------- Cash and cash equivalents, end of quarter $22,729,932 $22,873,952 =========== =========== SUPPLEMENTAL CASH FLOW DATA Cash paid for: Interest $ 5,879,821 $ 4,926,419 Income taxes $10,414,538 $34,296,980 <FN> The accompanying notes are an integral part of these condensed financial statements. -6- STANHOME INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The consolidated condensed financial statements and related notes included herein have been prepared by the Company, without audit except for the December 31, 1995 condensed balance sheet, which was derived from the Annual Report on Form 10-K, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. It is suggested that these condensed financial statements be read in conjunction with the financial statements and related notes to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 1. ACCOUNTING POLICIES: The Company's financial statements for the three and nine months ended September 30, 1996 have been prepared in accordance with the accounting policies described in Note 1 to the December 31, 1995 consolidated financial statements included in the Company's 1995 Annual Report on Form 10-K. The Company considers all highly liquid securities, including certificates of deposit with maturities of three months or less, when purchased, to be cash equivalents. Notes and accounts receivable were net of reserves for uncollectible amounts, returns and allowances of $22,097,000 at September 30, 1996 and $20,741,000 at December 31, 1995. -7- The Company recognizes revenue as merchandise is turned over to the shipper and a provision for anticipated merchandise returns and allowances is recorded based upon historical experience. Amounts billed to customers for shipping and handling orders are netted against the associated costs. 2. INVENTORY CLASSES: The major classes of inventories at September 30 and December 31 were as follows (in thousands): September 30, December 3l, 1996 1995 ---- ---- Raw materials and supplies $ 8,447 $ 7,312 Work in process 911 1,237 Finished goods in transit 15,595 16,215 Finished goods 97,292 89,531 -------- -------- $122,245 $114,295 ======== ======== 3. OTHER EXPENSE, NET: Other expense, net for the quarters and nine months ended September 30, 1996 and 1995 consists of the following (in thousands): Quarters Ended September 30 --------------------------- 1996 1995 ---- ---- Interest income $ 445 $ 613 Other assets amortization ( 1,072) ( 1,045) Other items, net ( 404) ( 313) ------ ------ ($1,031) ($ 745) ====== ====== Nine Months Ended September 30 ------------------------------ 1996 1995 ---- ---- Interest income $1,671 $2,119 Other assets amortization ( 3,425) ( 3,062) Other items, net ( 860) ( 398) ------ ------ ($2,614) ($1,341) ====== ====== -8- 4. EARNINGS PER COMMON SHARE (BASIS OF CALCULATION): Earnings per common share are based on the average number of common shares outstanding and common share equivalents for the periods covered. For the third quarters of 1996 and 1995 and the nine months ended September 30, 1996, there were no differences in earnings per share between primary and fully diluted earnings per share computations. There was a slight difference for the nine months ended September 30, 1995 where 18,888,161 shares were utilized as the average number of shares for the primary computation, including common share equivalents of 40,345. For the third quarter, the average number of shares utilized in the fully diluted computation was 17,950,076 and 18,840,554 shares for 1996 and 1995, respectively. The average number of shares utilized in the fully diluted computation for the nine months ended September 30 was 18,184,175 for 1996 and 18,984,314 for 1995. Both 1996 fully diluted computations included common share equivalents of 51,102 and both 1995 fully diluted computations included common share equivalents of 136,498. The lower average number of shares for the third quarter and first nine months of 1996 primarily resulted from the repurchase of shares as part of the Company's repurchase program. 5. FINANCIAL INSTRUMENTS: The Company enters into various short-term foreign exchange agreements during the year, all of which are held for purposes other than trading. The purpose of the Company's foreign currency hedging activities is to protect the Company from risk that the eventual settlement of foreign currency transactions will be adversely affected by changes in exchange rates. The Company's various subsidiaries import products in -9- foreign currencies and from time to time will enter into agreements or build foreign currency deposits as a partial hedge against currency fluctuations on inventory purchases. Gains and losses on these agreements are deferred and recorded as a component of cost of sales when the related inventory is sold. At September 30, 1996, there were no open inventory purchase agreements and deferred amounts were not material. The Company makes short-term foreign currency intercompany loans to various international subsidiaries and utilizes agreements to fully hedge these transactions against currency fluctuations. The cost of these agreements is included in the interest charged to the subsidiaries and expensed monthly as the interest is accrued. The intercompany interest eliminates upon consolidation and any gains and losses on the agreements are recorded as a component of other expense. All of the outstanding agreements as of September 30, 1996 are to hedge intercompany loans. The Company receives dividends, technical service fees, royalties and other payments from its subsidiaries and licensees. From time to time, the Company will enter into foreign currency forward agreements as a partial hedge against currency fluctuations on these current receivables. Gains and losses are recognized or the credit or debit offsets the foreign currency payables. As of September 30, 1996, net deferred amounts on outstanding agreements were not material. The outstanding agreement amounts (notional value) at September 30, 1996, are as follows (in thousands): Canada $ 6,607 Germany 3,934 U.S. 3,500 ------- Total $14,041 ======= -10- STANHOME INC. QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS SEGMENTS of the Company's operations are summarized on Page 19. A discussion and analysis of the segments follows: GIFTWARE Giftware Group sales increased 5% for the third quarter and 2% for the first nine months primarily due to unit volume growth in the United States from existing lines and from incoming goods for open orders. Additionally, sales from a new business acquired in France during the first quarter of 1996 accounted for approximately 1% of the sales increase for the third quarter and first nine months. International sales increased primarily due to the new business acquired in France and represented approximately 15% of year-to-date sales in both 1996 and 1995. Year-to-date 1996 sales of the Precious Moments line represented 40% of total sales compared to 46% in 1995 and the Cherished Teddies line represented 18% of year-to-date sales in 1996 compared to 13% in 1995. Operating profit for the first nine months as a percentage of sales was 15.2% in 1996 compared to 15.5% in 1995. The decrease was due to higher cost of sales (approximately .9%) primarily from an unfavorable product mix. All of the operating profit decrease was from international markets. Operating profit in the United States was up approximately 1%. -11- DIRECT RESPONSE Direct Response Group sales increased 2% in the third quarter and 3% for the nine months due to unit volume growth from increased product offerings primarily in the figural categories. Year-to-date doll sales decreased to 19% of 1996 sales compared to 32% in 1995 and plate sales decreased to 31% of sales in 1996 compared to 41% in 1995. The Precious Moments line represented 11% of year-to-date 1996 sales compared to 12% in 1995 and the Cherished Teddies line represented 10% of year-to-date sales in both 1996 and 1995. International sales increased for the quarter primarily due to timing of shipments but sales decreased 8% for the year-to- date and operating losses increased substantially for the quarter and year- to-date due to higher selling, marketing and advertising expenses. International sales represented approximately 10% of the first nine months sales in 1996 and 1995. Market conditions for the direct response businesses for the Company's products continue to be soft and very competitive with many product offerings and ads going against weakness in consumer spending and credit. Operating losses decreased for the third quarter and first nine months due to the return to profitability in 1996 in the United States. For the first nine months, cost of sales as a percentage of sales increased 1.6% due to product mix and higher product returns. For the first nine months, total selling, general and administrative expenses decreased as a percentage of sales due to a lower percentage of advertising (46% of sales in 1996 versus 52% in 1995) due to product sales mix and a higher percentage of sales from existing customer lists, that have a much higher rate of advertising productivity. Partially offsetting the improved advertising ratio was a higher level of selling, general and administrative expenses, including higher bad debts. -12- DIRECT RESPONSE - NEW BUSINESSES Direct Response New Businesses represent the cost in the United States to develop and test existing products and new product offerings in the potentially profitable catalog and telephone response markets. The catalog tests are targeted for the fourth quarter and, in total, are expected to be unprofitable due to the development costs. The results of the test in the fourth quarter will determine the future course of action for these programs. DIRECT SELLING Total Direct Selling sales for the quarter and first nine months were below 1995 by 8% and 2%, respectively. For the 1996 quarter and first nine months, sales, principally in Europe, include $1.6 million and $2.8 million, respectively, from extending the normal sales period close from the last Thursday of the month to the last day of the month. Operating results decreased for the quarter and first nine months of 1996. Operating profit for the first nine months as a percentage of sales was 7.2% in 1996 compared to 9.8% in 1995. The decrease was due to lower sales and higher cost of sales (approximately .4%) from product mix and a higher percentage of selling, general and administrative expenses. European sales decreased 5% and 2% for the quarter and first nine months, respectively, and represented 85% of total 1996 sales for the quarter and 88% for the year-to-date. An operating loss was incurred for the seasonally slow third quarter. For the first nine months, operating profit decreased 31% and represented 86% of total 1996 Direct Selling operating profit. Operating profit for the first nine months as a percentage of sales for Europe was down 3.0% compared to 1995. The decrease was due to higher levels of selling, general and administrative -13- expense principally in Italy and the impact of full nine month expenses of the European headquarters. The Italian government introduced new social benefit taxes that became effective during the second quarter of 1996. This additional tax burden has unfavorably impacted the Italian subsidiary's independent Dealer force and its ability to recruit and retain Dealers. First nine months 1996 European local currency sales and operating profit translated at 1995 average exchange rates would have resulted in a 3% sales decrease and a 32% operating profit decrease. Sales for the America's Group (Mexico, Venezuela and Colombia - starting in the third quarter of 1996) decreased 20% for the third quarter and increased 1% for the first nine months. Following the sales decline, operating profit for the third quarter decreased to break even and included a $105 thousand loss from the new start up in Colombia. For the first nine months, operating profit was down 36% due to the Colombian $105 thousand loss and to higher cost of sales due to the impact of currency. UNALLOCATED EXPENSES increased in the first nine months due to higher general expenses, primarily outside consultant fees, consistent with the Company programs. Unallocated expenses are corporate expenses and other items not directly related to the operations of the Groups. INTERNATIONAL ECONOMIES AND CURRENCY The operations in Mexico and Venezuela have experienced highly inflationary economies with rapidly changing prices in local currencies. These conditions, with the resulting adverse impact on local economies, have made it difficult for operations in these locations to achieve adequate operating margins. In addition, the strengthening of the -14- dollar versus the Mexican and Venezuelan currencies has resulted in lower U.S. dollar results for these operations. European operations were not materially impacted by currency translation rates in 1996 compared to 1995. The value of the U.S. dollar versus international currencies where the Company conducts business will continue to impact the future results of these businesses. In addition to the currency risks, the Company's international operations, including sources of imported products, are subject to other risks of doing business abroad, including import or export restrictions and changes in economic and political climates. The fluctuations in net sales and operating profit margins from quarter to quarter are partially due to the seasonal characteristics of the Company's business segments. INTEREST EXPENSE AND OTHER EXPENSE, NET Interest expense increased due to higher interest rates and higher borrowing levels for general working capital and for stock buy backs. Notes and loans payable going into 1996 were approximately $35.9 million higher than at the start of 1995. Other assets amortization of goodwill increased due to the continuing impact from recent acquisitions. The amortization for Giftware in 1996 was $2.9 million compared to $2.6 million in 1995 and the amortization for Direct Response was $.5 million in 1996 and 1995. THE EFFECTIVE TAX RATE year-to-date of 44% was lower than the 45% in 1995 despite higher non deductible goodwill in 1996. This was due principally to earnings mix with a lower ratio of foreign income to United States income, which has a lower rate. -15- FINANCIAL CONDITION The Company has historically satisfied its capital requirements with internally generated funds and short-term loans. Working capital requirements have seasonal variations during the year and are generally greatest during the third quarter. The major sources of funds from operating activities in the first nine months of 1996 were from net income, depreciation, amortization, lower prepaid expense (from less spending in the media) and higher accrued tax levels (due to timing of payments). Prepaid expenses are down from September of last year due principally to less media spending in 1996 by the Direct Response Group since the focus for sales generation has been toward existing customers. The major uses of funds were increased accounts receivable which increased due to the higher sales volume and extended credit marketing programs, particularly in Giftware; increased inventories to support the higher sales volume and from lower sales of in- stock goods; increased other assets reflecting higher levels of funded retirement benefits; and lower accounts payable and accrued expenses due principally to timing and the payment of year end payrolls and benefits. The September 30, 1996 increase in net accounts receivable compared to 1995 was due to more customers with extended credit terms and higher sales volume. The increase in inventories in 1996 compared to 1995 was due to increases to support higher levels of sales, lower sales of in-stock goods for the Giftware Group and higher inventories in the Direct Response Group to provide customers with quicker fulfillment of orders. The major uses of cash in investing activities in the first nine months of 1996 were for capital expenditures and the acquisition of a small French giftware company. The acquisition was accounted for using the purchase method with basically all of the purchase pricing allocated -16- to goodwill. The Company has an acquisition program, and may utilize funds for this purpose in the future. Capital expenditure commitments for $17 million are forecasted for 1996. Proceeds from the sale of property, plant and equipment was primarily from the sale of a distribution center in Charlotte, North Carolina. As of September 30, 1996, two other distribution centers in the United States with a book value of $622 thousand remain to be sold. The Italian subsidiary invests excess cash in short-term investments which change from time to time based on availability and rates. The level of changes of marketable securities from period to period principally represents investment alternatives versus certificates of deposit, time deposits, and intercompany loans. The major uses of cash in financing activities in the first nine months of 1996 were for dividends to shareholders and purchases of common stock. Purchases of common stock principally included shares repurchased by the Company. During the first nine months this year, the Company repurchased 515 thousand shares for $15.2 million. The Company has an authorized program to purchase shares of stock for the Company treasury from time to time in the open market, depending on market conditions, and may utilize funds for this purpose in the future. As of September 30, 1996, .8 million shares remained available for purchase under the program. The Company's earnings, cash flow, and available debt capacity have made and make stock repurchases, in the Company's view, one of its best investment alternatives. The major source of funds from financing activities was from higher seasonal borrowings. Total stock options outstanding at the exercise price amounted to $86 million at September 30, 1996 and the Company could receive these funds in the future if the options are exercised. -17- Fluctuations in the value of the U.S. dollar versus international currencies affect the U.S. dollar translation value of international currency denominated balance sheet items. The changes in the balance sheet dollar values due to international currency translation fluctuations are recorded as a component of shareholders' equity. International currency fluctuations of $244,000 increased the cumulative translation component which contributed to the shareholders' equity decrease in the first nine months of 1996. The translation adjustments to the September 30, 1996 balance sheet that produced the 1996 change in the cumulative translation component of shareholders' equity were decreases in working capital by $126,000; increases in net property, plant and equipment and other assets by $395,000; and increases in long-term liabilities by $513,000. The Company depends upon its international operations to pay dividends and to make other payments to the Company. The Company's international operations are subject to the risks of doing business abroad including currency, economic and political. The Company currently believes that cash from operations and available financing alternatives are adequate to meet anticipated requirements for working capital, dividends, capital expenditures, the stock repurchase program and other needs. No liquidity problems are anticipated. -18- STANHOME INC. SALES AND OPERATING PROFIT BY BUSINESS SEGMENT FOR THE THIRD QUARTER AND FIRST NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) (In Thousands) Third Quarter First Nine Months ------------------------------ --------- - --------------------- 1996 1995 Percent 1996 1995 Percent Actual Actual Change Actual Actual Change ------ ------ ------- ------ ------ ------- Net Sales: Giftware $144,756 $138,150 5% $375,191 $366,231 2% Direct Response 34,614 33,986 2 106,390 102,811 3 Dir. Response - New Businesses 29 - 34 - Direct Selling 30,983 33,715 ( 8) 130,913 133,588 ( 2) Eliminations ( 451) ( 145) ( 1,833) ( 2,565) -------- -------- -------- -------- Total Net Sales $209,931 $205,706 2% $610,695 $600,065 2% ======== ======== ======== ======== Operating Profit: Giftware $ 27,502 $ 25,462 8% $ 56,858 $ 56,874 - Direct Response ( 271) ( 1,290) 79 ( 721) ( 2,158) 67 Dir. Response - New Businesses ( 232) - ( 831) - Direct Selling ( 530) 1,739 9,485 13,074 (27) Unallocated Expense ( 2,874) ( 2,511) (14) ( 8,181) ( 7,618) ( 7) -------- -------- -------- -------- Total Operating Profit $ 23,595 $ 23,400 1% $ 56,610 $ 60,172 ( 6%) ======== ======== ======== ======== -19- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - Enesco Corporation Supplemental Profit Sharing Plan - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the Quarter for which this report is filed. All other items hereunder are omitted because either such item is inapplicable or the response to it is 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. STANHOME INC. (Registrant) Date: November 11, 1996 /s/G. William Seawright _____________________________________ G. William Seawright President and Chief Executive Officer Date: November 13, 1996 /s/Allan G. Keirstead _____________________________________ Allan G. Keirstead Chief Administrative and Financial Officer -20- EXHIBIT INDEX Reg. S-K Item 601 Exhibit 10-Q Page No. _________ _______ _____________ 10 Enesco Corporation Supplemental 22 Profit Sharing Plan, effective January 1, 1994 27 Financial Data Schedule 31 -21-