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 June 30, 1995 Commission file Number 1-9457 SHELBY WILLIAMS INDUSTRIES, INC. (Exact name of registrant as specified in its charter.) Delaware 62-0974443 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1348 Merchandise Mart Chicago, Illinois 60654 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 527-3593 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 [ ] At August 4, 1995, there were 8,949,690 shares of registrant's common stock outstanding. PART I - FINANCIAL INFORMATION SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Income Three Months and Six Months Ended June 30, 1995 and 1994 (Unaudited) (Amounts in thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 ________ ________ ________ ________ Net sales $42,352 $40,208 $81,653 $78,330 Cost of goods sold 33,075 31,868 63,976 62,267 ______ ______ ______ ______ Gross profit 9,277 8,340 17,677 16,063 Selling, general and administrative expenses 6,631 6,463 12,971 12,790 ______ ______ ______ ______ 2,646 1,877 4,706 3,273 Other deductions (income): Interest expense 296 287 633 539 Interest and dividend income - - (2) - Miscellaneous expense (income) 37 36 (3) 59 ______ ______ ______ ______ 333 323 628 598 ______ ______ ______ ______ Income before income taxes 2,313 1,554 4,078 2,675 ______ ______ ______ ______ Income taxes: Current 552 65 932 341 Deferred 59 385 119 445 ______ ______ ______ ______ 611 450 1,051 786 ______ ______ ______ ______ Net income $ 1,702 $ 1,104 $ 3,027 $ 1,889 ====== ====== ====== ====== Net income per share $ .19 $ .12 $ .34 $ .21 ====== ====== ====== ====== Weighted average number of common shares outstanding 8,968 9,094 8,974 9,098 ====== ====== ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Balance Sheets June 30, 1995 and December 31, 1994 (Unaudited) (Amounts in thousands, except per share data) June 30, 1995 December 31, 1994 _______________ _________________ ASSETS Current assets: Cash and cash equivalents $ 2,378 $ 1,633 Accounts receivable, less allowance for doubtful accounts of $522 at June 30, 1995 and $471 at December 31, 1994 24,442 24,124 Inventories: Raw materials 14,176 12,365 Work in process 2,765 4,880 Finished goods 12,762 11,217 ______ ______ 29,703 28,462 Prepaid expense 2,767 2,860 ______ ______ Total current assets 59,290 57,079 Investment in affiliate 50 50 Excess of cost over net assets of acquired company 182 186 Property, plant and equipment at cost: Land and land improvements 2,873 2,870 Buildings and leasehold improvements 25,284 25,256 Machinery and equipment 23,808 23,592 Construction in progress 463 209 ______ ______ 52,428 51,927 Less accumulated depreciation and amortization 22,970 22,053 ______ ______ 29,458 29,874 Other assets 1,325 1,331 ______ ______ $90,305 $88,520 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 4,950 $ 8,450 Accounts payable 13,692 9,972 Customer deposits on orders in process 4,721 3,391 Accrued liabilities 4,889 6,738 Income taxes 1,070 387 Current portion of long- term debt 49 49 ______ ______ Total current liabilities 29,371 28,987 Long-term debt 8,871 8,895 Deferred income taxes 2,099 1,980 Stockholder's equity: Common stock, $.05 par value; authorized 30,000 shares; issued 11,761 shares (1994-11,758) 588 588 Capital in excess of par value 7,710 7,687 Retained earnings 60,897 59,129 Pension liability adjustment (871) (871) ______ ______ 68,324 66,533 Less common stock held in treasury; 2,811 shares at cost (1994-2,759) 18,360 17,875 ______ ______ Total stockholders' equity 49,964 48,658 $90,305 $88,520 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Cash Flows Six Months Ended June 30, 1995 and 1994 (Unaudited) (Amounts in thousands) 1995 1994 ___________________________ Cash flows from operating activities: Net income $3,027 $1,889 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amoritzation 1,431 1,375 Provision for losses on accounts receivable 149 108 Change in assets and liabilities: Accounts receivable (467) 10 Inventories (1,241) (4,226) Prepaid expenses 93 (316) Accounts payable and accrued liabilities 3,201 967 Income taxes payable 683 (557) Increase in deferred taxes 119 619 Other 6 22 _____ _____ Net cash provided (used) by operating activities 7,001 (109) _____ _____ Cash flows from investing activities: Proceeds from disposal of property, plant and equipment 93 - Capital expenditures (1,104) (1,149) _____ _____ Net cash used by investing activities (1,011) (1,149) _____ _____ Cash flows from financing activities: Net borrowings (repayment) of short-term borrowings (3,500) 2,500 Principal payments of long-term debt (24) (21) Sale of common stock under stock option plan 23 19 Purchase of common stock for the treasury (485) (265) Dividends declared and paid (1,259) (1,273) _____ _____ Net cash provided (used) by financing activities (5,245) 960 _____ _____ Net increase (decrease) in cash and cash equivalents 745 (298) Cash and cash equivalents at beginning of period 1,633 1,018 _____ _____ Cash and cash equivalents at end of period $2,378 $ 720 ===== ===== Supplemental cash flow information: Cash paid during the period for: Interest $ 636 $ 545 Income taxes 249 724 _____ _____ $ 885 $1,269 ===== ===== <FN> SHELBY WILLIAMS INDUSTRIES, INC. June 30, 1995 Item 1. Financial Statements See attached unaudited statements as follows: Consolidated Statements of Income for three months and for six months ended June 30, 1995 and 1994. Consoldiated Balance Sheets at June 30, 1995 and December 31, 1994. Consolidated Statements of Cash Flows for six months ended June 30, 1995 and 1994. Item 2. Managements' Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition During the second quarter of 1995, the Company purchased 30,000 shares of its common stock for $305,000 at an average repurchase price of $10.16 per share. These repurchases were made to use in connection with the Company's employee benefit plans and for other proper corporate purposes. There remains 220,000 shares authorized by the Board of Directors for re- purchase. The Company may purchase these shares from time to time in the future, with purchase decisions to be dependent on market conditions and other factors. Capital expenditures in the second quarter of 1995 amounted to $779,000, of which the largest portion was for increased wood finishing capacity for chair manufacturing operations. There are no major capital expenditures planned for the remainder of 1995. The Company's balance sheet strengthened with better inventory management dropping short-term borrowings from December 31, 1994, by $3.5 million to $5.0 million at June 30, 1995. Cash and cash equivalents rose by $745,000 to $2.4 million from $1.6 million.During the same period, shareholders' equity increased by approximately $1.3 million to close with $50.0 million at which time the Company's current ratio stood at 2.0-to-1. Material Changes in Results of Operations Sales for the quarter ended June 30, 1995 increased 5.3 percent to $42,352,000 from $40,208,000 in the comparable period last year, of which approximately one percent was due to pricing with the remainder being from improved product mix and increased volume driven in large part by con- tinuing strength in the hotel refurbishing market. The more favorable product mix and labor efficiencies obtained in the first quarter were continued resulting in gross margin improvement to 21.9 percent for the second quarter of 1995 compared to 20.7 percent for the prior year second quarter. Net income grew 54.2 percent to $1,702,000, or 19 cents per share, from $1,104,000, or 12 cents per share, last year. An improvement as a percent of sales in selling, general and administrative expenses, from 16.1 percent to 15.7 percent, resulted primarily as a function of volume. For the first half of 1995, earnings increased 60.2 percent to $3,027,000, or 34 cents per share, compared with $1,889,000 or 21 cents per share the year before. Sales of $81,653,000 increased 4.2 percent from $78,330,000 for the first six months of 1994. The backlog of unshipped orders for resumption of production after July 1995 vacation shut-down was approximately $34.1 million, a record high and 22% over the prior year. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Company's annual meeting of stockholders held May 2, 1995, the following matters were voted: Election of directors: Name Vote For Vote Withheld ____ ________ _____________ Robert P. Coulter 7,384,860 54,774 Robert L. Haag 7,384,306 55,328 William B. Kaplan 7,385,260 54,374 Herbert L. Roth 7,384,306 55,328 Manfred Steinfeld 7,384,660 54,974 Paul N. Steinfeld 7,385,260 54,374 Trisha Wilson 7,361,358 78,276 Approval for Directors Stock Option Plan: FOR: 7,282,876 AGAINST: 109,747 ABSTAIN: 47,011 Approval of independent auditors: FOR: 7,424,212 AGAINST: 7,520 ABSTAIN: 7,902 No broker nonvotes were recorded. Item 6. Exhibits and Reports on Form 8-K a. Exhibits 27 Financial Data Schedule (EDGAR only). b. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. SHELBY WILLIAMS INDUSTRIES, INC. SIGNATURES Pursuant to the requirement 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. SHELBY WILLIAMS INDUSTRIES, INC. (Registrant) August 4, 1995 S/Robert P. Coulter __________________________________ Robert P. Coulter President and Director (Principal Operating Officer) August 4, 1995 S/Sam Ferrell _________________________________ Sam Ferrell Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer)