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 March 31, 1997 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.) 11-111 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 April 18, 1997, there were 9,362,863 shares of registrant's common stock outstanding. PART I - FINANCIAL INFORMATION SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Income Three Months Ended March 31, 1997 and 1996 (Unaudited) (Amounts in thousands, except per share data) 1997 1996 _________ ________ Net sales $41,819 $40,734 Cost of goods sold 32,350 31,643 ______ ______ Gross profit 9,469 9,091 Selling, general and administrative expenses 6,077 6,252 ______ ______ 3,392 2,839 Other deductions (income): Interest expense 157 281 Interest and dividend income (26) (2) Miscellaneous expense (income) 29 35 ______ ______ 160 314 ______ ______ Income before income taxes 3,232 2,525 ______ ______ Income taxes: Current 1,007 721 Deferred 59 59 ______ ______ 1,066 780 ______ ______ Net income $ 2,166 $ 1,745 ====== ====== Net income per share $ .25 $ .20 ====== ====== Weighted average number of common shares outstanding 8,744 8,884 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Balance Sheets March 31, 1997 and December 31, 1996 (Unaudited) (Amounts in thousands, except per share data) March 31, 1997 December 31, 1996 _______________ _________________ ASSETS Current assets: Cash and cash equivalents $ 1,821 $ 1,039 Accounts receivable, less allowance for doubtful accounts of $425 at March 31, 1997 and $402 at December 31, 1996 23,671 25,224 Inventories: Raw materials 11,914 11,615 Work in process 4,125 4,414 Finished goods 12,141 11,194 ______ ______ 28,180 27,223 Prepaid expense 3,419 3,691 ______ ______ Total current assets 57,091 57,177 Excess of cost over net assets of acquired company 167 169 Property, plant and equipment at cost: Land and land improvements 2,946 2,930 Buildings and leasehold improvements 22,988 22,969 Machinery and equipment 24,565 24,207 ______ ______ 50,499 50,106 Less accumulated depreciation and amortization 24,771 24,145 ______ ______ 25,728 25,961 Other assets 1,421 1,371 ______ ______ $84,407 $84,678 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,460 $ 9,002 Customer deposits on orders in process 4,581 3,690 Accrued liabilities 3,515 4,172 Income taxes 1,631 1,707 Current portion of long- term debt 2,000 1,000 ______ ______ Total current liabilities 19,187 19,571 Long-term debt 6,000 7,000 Deferred income taxes 2,196 2,137 Stockholder's equity: Common stock, $.05 par value; authorized 30,000 shares; issued 11,848 shares (1996-11,814 shares) 592 591 Capital in excess of par value 8,438 8,143 Retained earnings 70,637 69,172 Pension liability adjustment (789) (789) ______ ______ 78,878 77,117 Less common stock held in treasury; 3,104 shares at cost (1996-3,047) 21,854 21,147 ______ ______ Total stockholders' equity 57,024 55,970 $84,407 $84,678 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Cash Flows Three Months Ended March 31, 1997 and 1996 (Unaudited) (Amounts in thousands) 1997 1996 ___________________________ Cash flows from operating activities: Net income $2,166 $1,745 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amoritzation 650 697 Provision for losses on accounts receivable 22 15 Change in assets and liabilities: Accounts receivable 1,531 385 Inventories (957) (316) Prepaid expenses 272 67 Accounts payable and accrued liabilities (1,308) (179) Income taxes payable (76) 79 Increase in deferred taxes 59 59 Other (50) (16) _____ _____ Net cash provided by operating activities 2,309 2,536 _____ _____ Cash flows from investing activities: Proceeds from disposal of property, plant and equipment 7 - Capital expenditures (422) (303) _____ _____ Net cash used by investing activities (415) (303) _____ _____ Cash flows from financing activities: Net repayment of short-term borrowings - (1,400) Principal payments of long-term debt - (14) Sale of common stock under stock option plan 296 - Purchase of common stock for the treasury (707) (521) Dividends declared and paid (701) (624) _____ _____ Net cash used by financing activities (1,112) (2,559) _____ _____ Net increase (decrease) in cash 782 (326) Cash and cash equivalents at beginning of period 1,039 2,376 _____ _____ Cash and cash equivalents at end of period $1,821 $2,050 ===== ===== Supplemental cash flow information: Cash paid during the period for: Interest $ 157 $ 280 Income taxes 1,083 642 _____ _____ $1,240 $ 922 ===== ===== <FN> SHELBY WILLIAMS INDUSTRIES, INC. March 31, 1997 Item 1. Financial Statements The attached unaudited statements include all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal recur- ring nature. The statements are as follows: Consolidated Statements of Income for three months ended March 31, 1997 and 1996. Consolidated Balance Sheets at March 31, 1997 and December 31, 1996. Consolidated Statements of Cash Flows for three months ended March 31, 1997 and 1996. Item 2. Managements' Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition At March 31, 1997, the Company had long term debt of $6 million, excluding $2.0 million current portion, and no short term debt, reflecting a reduction of $5.4 million in outstanding indebtedness during the past one-year period. Capital expenditures during the quarter ended March 31, 1997, amounted to $422,000, principally for automated machinery. In January 1997, the Company purchased 57,000 shares of its common stock for $708,000 at an average repurchase price of $12.42 per share. These repurchses were made to use in connection with exercise of options granted and to be granted under the Company's stock option plans and for other proper corporate purposes. Also, the Board of Directors in January, 1997, authorized the repurchase of an additional 467,000 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, in the open market or privately negotiated transactions. Book value per share at March 31, 1997 was $6.52 versus $5.91 a year earlier. The current ratio at March 31, 1997 stood at 3.0-to-one, up from 2.3-to-one at March 31, 1996. On April 2, 1997, the Company sold 569,000 shares of its common stock as part of a secondary offering. The underwriters of this public offering purchased, from the Company, an additional 50,000 shares of the previously granted over-allotment option, raising the total sold by the Company, in April, 1997, to 619,000 shares for $8.0 million. On April 10, 1997, the Company entered into contracts for the installation of a state-of-art powder coating system in it's Morristown facility at a cost of $2.0 million. The Company also plans to expend approximately $3.0 million in this year for a new regional manufacturing facility. Material Changes in Results of Operation For the quarter ended March 31, 1997, net sales increased 8.8 percent to $41.8 million compared to $38.4 million, excluding the $2.3 million in sales of the divested Preview division, in the first quarter of 1996. This increase was due almost entirely to volume increases mainly attributable to continued strong hotel refurbishing in addition to new hotel construction activity. Gross margin for the quarter increased to 22.6 percent from 22.3 percent in the 1996 period, reflecting stronger overhead utilization, internal efficiencies and a favorable product mix. Selling, general and administrative expenses fell to 14.5 percent of sales from 15.3 percent in the prior first quarter. Approximately one-half of this improvement resulted from divesting the Preview division with the remainder being primarily a function of volume. Net interest expense was reduced approximately $150,000 reflecting the reduction in outstanding indebtedness. As a result of the foregoing, net income in the first quarter rose 24.1 percent to $2.2 million, or 25 cents per share, from $1.7 million, or 20 cents per share in the 1996 first quarter. At March 31, 1997, the Company's backlog of unshipped orders was an all-time record high $36.5 million, a 26 percent increase over the prior year. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a. Exhibits 10.1 Underwriting agreement dated March 26, 1997 filed as Exhibit 1 to Amendment No. 4 to Schedule 13D of Manfred Steinfeld filed April 8, 1997 and hereby incorporated by reference. 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) April 18, 1997 S/Robert P. Coulter ________________________________ Robert P. Coulter President and Director (Principal Operating Officer) April 18, 1997 S/Sam Ferrell ________________________________ Sam Ferrell Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer)