UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 1996 Commission file number 1-6775 HOWARD B. WOLF, INC. (Exact name of registrant as specified in its charter) Texas 75-0847571 (State of incorporation) (IRS Employer Identification No.) 3809 Parry Avenue, Dallas, Texas 75226-1753 (Address of principal executive offices) Zip Code) (214) 823-9941 (Telephone number) 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 . Common stock, par value $.33-1/3 per share: 1,056,191 shares outstanding as of October 15, 1996 INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Operations and Retained Earnings Three months ended August 31, 1996 and August 31, 1995 (Unaudited) 3 Consolidated Balance Sheets August 31, 1996 (Unaudited) and May 31, 1996 4 Consolidated Statements of Cash Flows Three months ended August 31, 1996 and August 31, 1995 (Unaudited) 5 Notes to Consolidated financial Statements (Unaudited) 6 Item 2. Management's discussion and Analysis of Financial Condition and Results of Operations 7 & 8 PART II. OTHER INFORMATION Item 9. Exhibits and Reports on Form 8-K 8 Part I. FINANCIAL INFORMATION Item 1. Financial Statements HOWARD B. WOLF, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Unaudited) Three Months Ended August 31, 1996 1995 Net Sales $3,630,878 $3,789,539 Costs and expenses: Cost of sales 2,412,723 2,537,607 Selling, general and administrative expenses 949,568 903,984 Provision for bad debt expense 22,500 22,500 3,384,791 3,464,091 246,087 325,448 Other income 14,419 9,832 Interest income 7,215 2,209 Interest expense (8,671) (11,907) Income before federal income tax 259,050 325,582 Federal income tax provision (92,336) (114,395) Net income 166,714 211,187 Retained earnings- beginning of period 5,074,237 4,540,170 Cash dividends (84,495) (84,495) Retained earnings-end of period $5,156,456 $4,666,862 Average number of shares outstanding 1,056,191 1,056,191 Net income per share $.16 $.20 Dividends paid per share $.08 $.08 See notes to consolidated financial statements. HOWARD B. WOLF, INC. CONSOLIDATED BALANCE SHEETS August 31, May 31, 1996 1996 ASSETS (Unaudited) (Audited) Current assets: Cash and cash equivalents $1,062,118 $1,261,987 Accounts receivable (net) 2,188,784 1,976,798 Inventories 3,912,920 4,147,286 Prepaid expenses 124,921 160,367 Deferred federal income tax benefit 235,000 177,000 Total current assets 7,523,743 7,723,438 Property, plant and equipment 2,374,748 2,340,711 Less accumulated depreciation and amortization (1,325,013) (1,286,013) 1,049,735 1,054,698 Property, plant and equipment not used in operations, 5,810 5,810 Other assets 49,665 49,665 $8,628,953 $8,833,611 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $1,011,933 $1,422,824 Federal income tax payable 89,076 (35,938) Total current liabilities 1,101,009 1,386,886 Deferred federal income tax 77,000 78,000 Shareholders' equity: Common stock, par value $.33-1/3; 3,000,000 shares authorized, 1,081,191 shares issued 360,400 360,400 Additional paid-in capital 2,034,088 2,034,088 Retained earnings 5,156,456 5,074,237 Less common stock in treasury, at cost, 25,000 shares (100,000) (100,000) 7,450,944 7,368,725 $8,628,953 $8,833,611 See accompanying notes HOWARD B. WOLF, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended August 31, 1996 1995 Cash flows from operating activities: Net income $ 166,714 $ 211,187 Adjustments to reconcile net income to net cash provided by operating activities- Depreciation and amortization 39,000 38,279 Provision for losses on accounts receivable 22,500 22,500 Decrease in deferred federal income tax credit (1,000) (1,000) Net changes in operating assets and liabilities- Accounts receivable (234,486) 7,895 Inventories 234,366 25,860 Prepaid expenses 35,446 (23,635) Accounts payable and accrued liabilities (410,891) (441,106) Federal income tax benefit (58,000) 1,000 Federal income tax payable 125,014 (5,363) Net cash used in operating activities (81,337) (164,383) Cash flow from investing activities: Additions to property, plant and equipment (34,037) (156,820) Net cash used in investing activities (34,037) (156,820) Cash flow from financing activities: Cash dividends paid (84,495) (84,495) Net cash used in financing activities (84,495) (84,495) Net decrease in cash and cash equivalents (199,869) (405,698) Cash and cash equivalents at beginning of period 1,261,987 1,375,569 Cash and cash equivalents at end of period $1,062,118 $ 969,871 See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The consolidated balance sheet as of August 31, 1996 the consolidated statements of operations and the consolidated statements of cash flows for the three-month periods ended August 31, 1996 and 1995 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows at August 31, 1996 and 1995 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 1996 annual report to shareholders. The results of operations for the three-month period ended August 31, 1996 are not necessarily indicative of the operating results for the full year ending May 31, 1997. August 31, 1996 May 31,1996 Cash and cash equivalents consist of: Cash $ 244,480 $ 138,018 Money market funds 142,963 516,165 Matured funds at factor 674,675 607,804 $1,062,118 $1,261,987 Allowances for collection losses and discounts are: Collection losses $ 77,410 $ 76,728 Discounts 13,623 8,758 $ 91,033 $ 85,486 Inventories consist of: Raw materials $1,115,338 $1,195,129 Work-in-process 922,567 995,539 Finished goods 1,875,015 1,956,618 $3,912,920 $4,147,286 Accumulated depreciation on property, plant and equipment not used in operations is: $ 131,195 $ 131,195 Provision for federal income tax detail is: Current tax expense $ 151,336 $ 458,194 Deferred tax (benefit) expense (59,000) 2,000 $ 92,336 $ 460,194 Cash flow information: Cash payments for interest $ 8,830 $ 48,108 Cash payments for federal income taxes $ 26,322 $ 519,758 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES Working capital at August 31, 1996 was $6,422,734, an increase of $86,182 from May 31, 1996. Cash and cash equivalents decreased approximately sixteen percent during the three-month period ended August 31, 1996. Cash was used to fund normal working capital requirements, including acquisition of property, plant and equipment additions, payment of dividends and payment of matured accounts payable and accrued liabilities. Accounts receivable increased approximately eleven percent primarily due to the timing of shipments during the quarter. Inventories decreased approximately six percent. Accounts payable and accrued liabilities decreased approximately nine percent primarily due to payment of normal maturities and accrued expenses during the three-month period. The current ratio at August 31, 1996 is 6.8 to 1 (5.5 to 1 at May 31, 1996). Total liabilities to assets equals fourteen percent (seventeen percent at May 31, 1996). The Company factors its accounts receivable with a commercial factor on a matured basis. (Funds are remitted by the factor upon maturity of the invoices, plus a set number of collection days). The factor establishes a credit line per customer on a non-recourse basis. Credit extended by the company in excess of the credit line is factored on a recourse basis. Capital acquisition and improvement expenditures totaled $34,037 during the three-month period ended August 31, 1996. It is estimated that approximately $65,000 additional capital expenditures will be made over the next three quarters, consisting primarily of equipment and improvements to existing facilities. Funding will come from cash flows generated through operating activities. No significant disposition of equipment occurred during the three-month period ended August 31, 1996. The Company does not offer a retirement plan nor offer post retirement or employment benefits. Accordingly, there will be no impact on the Company due to SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and SFAS 112, "Employers' Accounting for Post Employment Benefits". Based on current operations and internally generated cash flows, management believes that adequate resources will be available to meet current and future liquidity requirements. RESULTS OF OPERATIONS August 31, 1996 first quarter net sales decreased approximately four percent compared to the first quarter of the previous year. The decrease resulted primarily from a slightly softer product demand and product sales mix. Cost of sales, as a percentage relationship to net sales, decreased approximately four-tenths of one percentage point from the first quarter last year. The percentage decrease resulted primarily from slightly lower manufacturing costs partially offset by higher sales allowances. Selling, general and administrative expenses increased approximately two and one-half of one percentage point as a percentage relationship to net sales compared to last year's first quarter. The percentage increase resulted primarily from lower net sales and slightly higher administrative costs. The provision for bad debt expense was $22,500, the same as 1995. Other income increased approximately forty-seven percent from the first quarter last year, resulting primarily from rental from property not used in operations. Interest income increased approximately two hundred and twenty seven percent compared to the first quarter of the previous year due primarily to higher average cash balances. Interest expense, compared to last year's first quarter, was approximately twenty seven percent lower. The decrease resulted primarily from lower factor interest charges on recourse accounts receivable. The federal income tax provision effective tax rate of 35.6 percent differs from the statutory rate (34 percent) as a result of nondeductible life insurance premiums, nondeductible portion of meals, accelerated depreciation, capitalization of certain expenses in inventories and the difference between the doubtful account reserve and writeoff. Part II OTHER INFORMATION Item 9. No reports on Form 8-K were filed during the three-month period ended August 31, 1996. 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. HOWARD B. WOLF, INC. Eugene K. Friesen /s Eugene K. Friesen Senior Vice-President and Treasurer (Chief Accounting Officer) Howard B. Wolf /s Howard B. Wolf Chairman of the Board October 15, 1996