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, 1998 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 17, 1998, there were 9,181,817 shares of registrant's common stock outstanding. PART I - FINANCIAL INFORMATION SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Income Three Months Ended March 31, 1998 and 1997 (Unaudited) (Amounts in thousands, except per share data) 1998 1997 _________ ________ Net sales $42,018 $41,819 Cost of goods sold 32,582 32,350 ______ ______ Gross profit 9,436 9,469 Selling, general and administrative expenses 6,125 6,077 ______ ______ 3,311 3,392 Other deductions (income): Interest expense 125 157 Interest and dividend income (188) (26) Miscellaneous expense (income) 18 29 ______ ______ (45) 160 ______ ______ Income before income taxes 3,356 3,232 ______ ______ Income taxes: Current 1,224 1,007 Deferred 18 59 ______ ______ 1,242 1,066 ______ ______ Net income $ 2,114 $ 2,166 ====== ====== Net income per share (basic and diluted) $ .23 $ .25 ====== ====== Weighted average number of common shares outstanding 9,296 8,744 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Balance Sheets March 31, 1998 and December 31, 1997 (Unaudited) (Amounts in thousands, except per share data) March 31, 1998 December 31, 1997 _______________ _________________ ASSETS Current assets: Cash and cash equivalents $12,582 $11,124 Accounts receivable, less allowance for doubtful accounts of $428 at March 31, 1998 and $405 at December 31, 1997 27,363 28,307 Inventories: Raw materials 11,162 9,127 Work in process 3,524 4,978 Finished goods 11,098 11,131 ______ ______ 25,784 25,236 Prepaid expense 5,130 5,352 ______ ______ Total current assets 70,859 70,019 Excess of cost over net assets of acquired company 158 160 Property, plant and equipment at cost: Land and land improvements 2,961 2,961 Buildings and leasehold improvements 23,641 23,273 Machinery and equipment 25,866 23,178 Construction in progress 175 1,690 ______ ______ 52,643 51,102 Less accumulated depreciation and amortization 24,748 24,156 ______ ______ 27,895 26,946 Other assets 1,268 1,203 ______ ______ $100,180 $98,328 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,848 $ 5,496 Customer deposits on orders in process 4,815 4,225 Accrued liabilities 8,414 5,944 Income taxes 2,549 1,860 Current portion of long- term debt 4,000 4,000 ______ ______ Total current liabilities 25,626 21,525 Long-term debt 2,000 3,000 Deferred income taxes 2,049 2,031 Stockholder's equity: Common stock, $.05 par value; authorized 30,000 shares; issued 11,856 shares (1997-11,848 shares) 593 592 Capital in excess of par value 9,912 9,837 Retained earnings 78,091 76,820 ______ ______ 88,596 87,249 Less common stock held in treasury; 2,674 shares at cost (1997-2,500) 18,091 15,477 ______ ______ Total stockholders' equity 70,505 71,772 $100,180 $98,328 ====== ====== <FN> SHELBY WILLIAMS INDUSTRIES, INC. Consolidated Statements of Cash Flows Three Months Ended March 31, 1998 and 1997 (Unaudited) (Amounts in thousands) 1998 1997 ___________________________ Cash flows from operating activities: Net income $2,114 $2,166 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 654 650 Provision for losses on accounts receivable 31 22 Change in assets and liabilities: Accounts receivable 913 1,531 Inventories (548) (957) Prepaid expenses 222 272 Accounts payable and accrued liabilities 877 (1,308) Income taxes payable 689 (76) Increase in deferred taxes 18 59 Other (65) (50) _____ _____ Net cash provided by operating activities 4,905 2,309 _____ _____ Cash flows from investing activities: Proceeds from disposal of property, plant and equipment 7 7 Capital expenditures (1,608) (422) _____ _____ Net cash used by investing activities (1,601) (415) _____ _____ Cash flows from financing activities: Principal payments of long-term debt (1,000) - Sale of common stock under stock option plan 76 296 Purchase of common stock for the treasury (79) (707) Dividends declared and paid (843) (701) _____ _____ Net cash used by financing activities (1,846) (1,112) _____ _____ Net increase in cash 1,458 782 Cash and cash equivalents at beginning of period 11,124 1,039 _____ _____ Cash and cash equivalents at end of period $12,582 $1,821 ===== ===== Supplemental cash flow information: Cash paid during the period for: Interest $ 141 $ 157 Income taxes 535 1,083 _____ _____ $ 676 $1,240 ===== ===== <FN> SHELBY WILLIAMS INDUSTRIES, INC. March 31, 1998 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. Accrued liabilities at March 31, 1998 include $2,535,000 for purchase of common stock for the treasury on March 30, 1998 which was paid April 2, 1998. The statements are as follows: Consolidated Statements of Income for three months ended March 31, 1998 and 1997. Consolidated Balance Sheets at March 31, 1998 and December 31, 1997. Consolidated Statements of Cash Flows for three months ended March 31, 1998 and 1997. Item 2. Managements' Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition Capital expenditures during the quarter ended March 31, 1998, amounted to $1.6 million, of which $0.3 million was for installation of a state-of-art powder coating system completed in March 1998 at a total cost of $2.0 million, approximately $0.5 million for facilities expansion and improvements, and the balance principally for automated machinery. The Company plans to expend approximately $1.5 million during the next nine months for additional automated machinery and facilities expansion. Book value per share at March 31, 1998, was $7.68 versus $6.52 a year earlier. The current ratio at March 31, 1998 stood at 2.8-to-one. The Company purchased 174,000 shares of its common stock in the quarter ended March 31, 1998, for $2.6 million at an average repurchase price of $15.03 per share including 169,000 shares purchased on March 30, 1998, for $2.5 million paid on April 2, 1998. These repurchases were made to provide shares upon the exercise of options granted and to be granted under the Company's stock option plans and for other proper corporate purposes. The Company's Board of Directors has authorized the re- purchase of an additional 277,000 shares of common stock. The Company may purchase these shares from time to time, depending on market conditions, in the open market or privately negotiated transactions. Material Changes in Results of Operation For the quarter ended March 31, 1998, net sales totaled $42.0 million compared to $41.8 million in the first quarter of 1997. The Company's performance was impacted by decreased export sales and weakness in the Hawaiian market. Its principal textile division, Hawaii-based PHF, was affected by the current economic situation in its markets in Hawaii and the Pacific Rim. Gross margin for the quarter was 22.5 percent of sales, slightly down from 22.6 percent in the 1997 period. Selling, general and administrative expenses were 14.6 percent of sales compared to 14.5 percent in the prior first quarter, resulting in operating profit margin of 7.9 percent of sales versus 8.1 percent one year ago. Net interest income of $63,000 in the quarter ended March 31, 1998 contrasted to net interest expense of $131,000 for the 1997 first quarter due to increased cash and cash equivalents to $12.6 million at March 31, 1998 from $1.8 million a year earlier and reduction of total debt by $2.0 million. The effective tax rate increased to 37.0% from 33.0% reflecting the impact of decreased export sales to $2.2 million from $4.5 million. As a result of the foregoing, net income in the first quarter decreased 2.4 percent to $2.1 million from $2.2 million in the 1997 first quarter. Basic and diluted earnings per share decreased to $0.23 on 6.3 percent more average shares outstanding, compared to $0.25 a year earlier. At March 31, 1998, the Company's backlog of unshipped orders was an all-time record high $37.7 million versus $36.5 million a year earlier. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. PART II - OTHER INFORMATION 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) April 17, 1998 S/Robert P. Coulter ________________________________ Robert P. Coulter President and Director (Principal Operating Officer) April 17, 1998 S/Sam Ferrell ________________________________ Sam Ferrell Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer)