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, 1996 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 July 15, 1996, there were 8,758,534 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, 1996 and 1995 (Unaudited) (Amounts in thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 ________ ________ ________ ________ Net sales $43,548 $42,352 $84,282 $81,653 Cost of goods sold 33,654 33,075 65,297 63,976 ______ ______ ______ ______ Gross profit 9,894 9,277 18,985 17,677 Selling, general and administrative expenses 6,655 6,631 12,907 12,971 ______ ______ ______ ______ 3,239 2,646 6,078 4,706 Other deductions (income): Interest expense 273 296 554 633 Interest and dividend income - - (2) (2) Miscellaneous expense (income) (23) 37 12 (3) ______ ______ ______ ______ 250 333 564 628 ______ ______ ______ ______ Income before income taxes 2,989 2,313 5,514 4,078 ______ ______ ______ ______ Income taxes: Current 897 552 1,618 932 Deferred 60 59 119 119 ______ ______ ______ ______ 957 611 1,737 1,051 ______ ______ ______ ______ Net income $ 2,032 $ 1,702 $ 3,777 $ 3,027 ====== ====== ====== ====== Net income per share $ .23 $ .19 $ .43 $ .34 ====== ====== ====== ====== Weighted average number of common shares outstanding 8,818 8,968 8,851 8,974 ====== ====== ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Balance Sheets June 30, 1996 and December 31, 1995 (Unaudited) (Amounts in thousands, except per share data) June 30, 1996 December 31, 1995 _______________ _________________ ASSETS Current assets: Cash and cash equivalents $ 2,984 $ 2,376 Accounts receivable, less allowance for doubtful accounts of $418 at June 30, 1996 and $423 at December 31, 1995 25,223 25,198 Inventories: Raw materials 13,455 12,349 Work in process 4,295 4,598 Finished goods 12,379 11,488 ______ ______ 30,129 28,435 Prepaid expense 3,266 3,247 ______ ______ Total current assets 61,602 59,256 Excess of cost over net assets of acquired company 173 178 Property, plant and equipment at cost: Land and land improvements 2,901 2,876 Buildings and leasehold improvements 25,549 25,408 Machinery and equipment 25,328 25,029 Construction in progress 68 - ______ ______ 53,846 53,313 Less accumulated depreciation and amortization 25,379 24,082 ______ ______ 28,467 29,231 Other assets 1,220 1,242 ______ ______ $91,462 $89,907 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 4,700 $ 5,900 Accounts payable 14,023 10,425 Customer deposits on orders in process 4,551 3,245 Accrued liabilities 4,220 6,787 Income taxes 232 828 Current portion of long- term debt 55 55 ______ ______ Total current liabilities 27,781 27,240 Long-term debt 8,812 8,840 Deferred income taxes 2,222 2,103 Stockholder's equity: Common stock, $.05 par value; authorized 30,000 shares; issued 11,779 shares (1995-11,779) 589 589 Capital in excess of par value 7,855 7,855 Retained earnings 65,935 63,398 Pension liability adjustment (908) (908) ______ ______ 73,471 70,934 Less common stock held in treasury; 3,021 shares at cost (1995-2,879) 20,824 19,210 ______ ______ Total stockholders' equity 52,647 51,724 ______ ______ $91,462 $89,907 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Cash Flows Six Months Ended June 30, 1996 and 1995 (Unaudited) (Amounts in thousands) 1996 1995 ___________________________ Cash flows from operating activities: Net income $3,777 $3,027 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amoritzation 1,395 1,431 Provision for losses on accounts receivable 31 149 Change in assets and liabilities: Accounts receivable (56) (467) Inventories (1,694) (1,241) Prepaid expenses (19) 93 Accounts payable and accrued liabilities 2,337 3,201 Income taxes payable (596) 683 Increase in deferred taxes 119 119 Other 22 6 _____ _____ Net cash provided by operating activities 5,316 7,001 _____ _____ Cash flows from investing activities: Proceeds from disposal of property, plant and equipment 5 93 Capital expenditures (631) (1,104) _____ _____ Net cash used by investing activities (626) (1,011) _____ _____ Cash flows from financing activities: Net repayment of short-term borrowings (1,200) (3,500) Principal payments of long-term debt (28) (24) Sale of common stock under stock option plan - 23 Purchase of common stock for the treasury (1,614) (485) Dividends declared and paid (1,240) (1,259) _____ _____ Net cash used by financing activities (4,082) (5,245) _____ _____ Net increase in cash and cash equivalents 608 745 Cash and cash equivalents at beginning of period 2,376 1,633 _____ _____ Cash and cash equivalents at end of period $2,984 $2,378 ===== ===== Supplemental cash flow information: Cash paid during the period for: Interest $ 553 $ 636 Income taxes 1,434 249 _____ _____ $1,987 $ 885 ===== ===== <FN> SHELBY WILLIAMS INDUSTRIES, INC. [PERIOD] June 30, 1996 Item 1. Financial Statements See attached unaudited statements as follows: Consolidated Statements of Income for three months and for six months ended June 30, 1996 and 1995. Consoldiated Balance Sheets at June 30, 1996 and December 31, 1995. Consolidated Statements of Cash Flows for six months ended June 30, 1996 and 1995. Item 2. Managements' Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition During the second quarter of 1996, the Company purchased 95,000 shares of its common stock for $1.1 million at an average repurchase price of $11.50 per share. These repurchases were made to use in connection with the Company's employee benefit plans and for other proper corporate purposes. On July 10, 1996, the Board of Directors authorized repurchase of an additional 300,000 shares. 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. There were no major capital expenditures during the quarter and none are planned for the remainder of 1996. During the first six months of 1996, the Company reduced short-term borrowings by $1.2 million to $4.7 million at June 30, 1996, while it also repurchased $1.6 million in stock for the treasury. Stockholders' equity per share of $6.01, was up 7.7 percent from $5.58 per share, a year earlier. The Company's current ratio at June 30, 1996 was a conservative 2.2-to-1. Material Changes in Results of Operations Sales for the quarter ended June 30, 1996 increased 2.8 percent to $43,548,000 from $42,352,000 in the comparable period last year, due to increased volume driven in large part by continuing release of pent-up demand in the hotel refurbishing sector. A more profitable product mix and ongoing improvements in operating efficiencies resulted in gross margin improvement to 22.7 percent for the second quarter of 1996 compared to 21.9 percent for the prior year second quarter. Net income grew 19.4 percent to $2,032,000, or 23 cents per share, from $1,702,000, or 19 cents per share, last year. An improvement as a percent of sales in selling, general and administrative expenses, from 15.7 percent to 15.3 percent, resulted primarily as a function of volume. For the first half of 1996, earnings increased 24.8 percent to $3,777,000, or 43 cents per share, compared with $3,027,000 or 34 cents per share the year before. Sales of $84,282,000 increased 3.2 percent from $81,653,000 for the first six months of 1995. At July 5, 1996, the end of one-week vacation shut-down, the Company's backlog of unshipped orders for the beginning of July 1996 production was approximately $36.8 million, a record high and an eight percent increase 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 7, 1996, the following matters were voted: Election of directors: Name Vote For Vote Withheld ____ ________ _____________ Robert P. Coulter 8,196,341 25,044 Robert L. Haag 8,205,382 16,003 William B. Kaplan 8,205,546 15,839 Douglas A. Parker 8,205,546 15,839 Herbert L. Roth 8,195,814 25,541 Manfred Steinfeld 8,196,081 25,304 Paul N. Steinfeld 8,196,341 25,044 Trisha Wilson 8,206,858 14,527 Approval of independent auditors: FOR: 8,215,398 AGAINST: 3,674 ABSTAIN: 2,313 No broker non-votes 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) July 15, 1996 S/Robert P. Coulter __________________________________ Robert P. Coulter President and Director (Principal Operating Officer) July 15, 1996 S/Sam Ferrell _________________________________ Sam Ferrell Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer)