FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended August 31, 1995 Commission file number 0-6953 LILLY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) INDIANA 35-0471010 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 733 SOUTH WEST STREET INDIANAPOLIS, INDIANA 46225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 687-6700 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 periods 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 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Number of shares outstanding at September 30, 1995: Class A Common 22,300,000 Class B Common 350,000 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES (In thousands, except per share data) Three Months Ended August 31 August 31 1995 1994 _______________________ Net sales $79,705 $86,639 Costs and expenses: Cost of products sold 54,586 55,691 Selling, administrative and general 14,179 15,247 Research and development 3,027 3,199 ------- ------- 71,792 74,137 ------- ------- OPERATING INCOME 7,913 12,502 Other income (expense): Interest income and sundry 167 117 Interest expense (451) (769) ------- ------- (284) (652) ------- ------- INCOME BEFORE INCOME TAXES 7,629 11,850 Income Taxes 3,052 4,877 ------- ------- NET INCOME $ 4,577 $ 6,973 ======= ======= Cash dividends per share--Note B $ 0.080 $ 0.070 ======= ======= Average number of shares and equivalent shares of capital stock outstanding--Note B 23,100 23,250 ======= ======= Net income per share--Note B $ 0.20 $ 0.30 ======= ======= <FN> See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES (In thousands, except per share data) Nine Months Ended August 31 August 31 1995 1994 ____________________ Net sales $245,559 $245,131 Costs and expenses: Cost of products sold 165,030 160,218 Selling, administrative and general 44,545 45,953 Research and development 9,698 9,821 -------- -------- 219,273 215,992 -------- -------- OPERATING INCOME 26,286 29,139 Other income (expense): Interest income and sundry 349 205 Interest expense (1,581) (2,105) -------- -------- (1,232) (1,897) -------- -------- INCOME BEFORE INCOME TAXES 25,054 27,242 Income Taxes 10,022 11,342 -------- -------- NET INCOME $ 15,032 $ 15,900 ======== ======== Cash dividends per share--Note B $ 0.230 $ 0.197 ======== ======== Average number of shares and equivalent shares of capital stock outstanding--Note B 23,200 23,250 ======== ======== Net income per share--Note B $ 0.65 $ 0.68 ======== ======== <FN> See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES (In thousands) August 31 November 30 1995 1994 ________________________ ASSETS CURRENT ASSETS Cash and cash equivalents $ 16,660 $ 26,581 Short-term investments 75 75 Accounts receivable, less allowances for doubtful accounts (8/31/95, $2,060; 11/30/94, $1,759) 39,179 42,231 Inventories--Note C 20,264 23,885 Prepaid expenses 337 285 -------- -------- TOTAL CURRENT ASSETS 76,515 93,057 OTHER ASSETS 12,956 10,464 INTANGIBLE ASSETS 49,680 50,978 PROPERTY AND EQUIPMENT Land 4,605 4,044 Buildings and equipment 78,319 71,721 Allowances for depreciation (deduction) (42,698) (40,012) -------- -------- 40,226 35,753 -------- -------- $179,377 $190,252 ======== ======== <FN> See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES (In thousands) August 31 November 30 1995 1994 ________________________ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 23,436 $ 29,288 Salaries, wages, commissions and related items 6,004 9,160 State and local taxes 704 1,520 Federal income taxes 2,159 4,401 Current portion of long-term debt 7,056 7,084 -------- -------- TOTAL CURRENT LIABILITIES 39,359 51,453 LONG-TERM DEBT 21,000 28,026 OTHER LIABILITIES 11,355 11,349 SHAREHOLDERS' EQUITY Capital stock: Class A (limited voting) 14,937 14,831 Class B (voting) 300 300 Additional capital 73,336 71,972 Retained earnings 48,026 38,223 Currency translation adjustments 222 185 Cost of capital stock in treasury (deduction) (29,158) (26,087) -------- -------- 107,663 99,424 -------- -------- $179,377 $190,252 ======== ======== <FN> See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES (In thousands) Nine Months Ended August 31 August 31 1995 1994 ________________________ OPERATING ACTIVITIES Net income $15,032 $15,900 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,406 3,627 Amortization of intangibles 2,931 3,254 Deferred income taxes (100) (139) Changes in operating assets and liabilities: Accounts receivable 3,052 (2,965) Inventories 3,621 149 Prepaid expenses (52) (220) Accounts payable and accrued expenses (9,824) 3,940 Income taxes (2,242) 2,361 Sundry (1,226) 624 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 14,598 26,531 INVESTING ACTIVITIES Purchases of property and equipment (8,106) (5,367) Sundry (2,597) 2,033 ------- ------- NET CASH USED BY INVESTING ACTIVITIES (10,703) (3,334) FINANCING ACTIVITIES Cash dividends paid (5,230) (4,459) Principal payments on short-term and long-term borrowings (7,060) (1,867) Purchases of capital stock for treasury (2,543) 0 Sundry 1,017 0 ------- ------- NET CASH USED BY FINANCING ACTIVITIES (13,816) (6,326) ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,921) 16,871 Cash and cash equivalents at beginning of year 26,581 7,384 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $16,660 $24,255 ======= ======= <FN> See notes to consolidated condensed financial statements. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) LILLY INDUSTRIES, INC. AND SUBSIDIARIES August 31, 1995 NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended November 30, 1994. NOTE B--SHARE AND PER SHARE AMOUNTS Share and per share amounts have been adjusted to reflect the three-for-two stock split distributed June 1, 1994. Equivalent shares of capital stock represent additional shares assumed issued upon exercise of stock options. NOTE C--INVENTORIES The principal inventory classifications are summarized as follows (in thousands): August 31 November 30 1995 1994 Finished products $ 15,366 $ 16,831 Raw materials 13,811 15,127 -------- -------- 29,177 31,958 Less adjustment of certain inventories to last in, first out (LIFO) basis 8,913 8,073 -------- -------- $ 20,264 $ 23,885 ======== ======== The Company uses the LIFO method in inventory valuation for approximately 82% of inventories where an actual valuation can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Since these are subject to many forces beyond management's control, interim results are subject to the final year-end LIFO inventory valuation. The Company estimates the annual adjustment for LIFO and allocates it to quarters based on actual inflation experienced in a quarter as it relates to anticipated inflation for the year. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. Sales and earnings for the third quarter ended August 31, 1995 declined from the record results of last year's third quarter. Sales for the 1995 third quarter of $79.7 million were down from $86.6 million. Quarterly net income was $4.6 million or 20 cents per share compared to $7.0 million or 30 cents per share for the same quarter a year ago. Sales for the first nine months of 1995 were $245.6 million, about even with $245.1 million for the same period last year. Net income for the nine-month period was $15.0 million or 65 cents per share compared to $15.9 million or 68 cents per share last year. Financial results for the third quarter 1995 were lower as previously announced. Sales for 1995's third quarter were down 8% due to reduced sales volume associated with a slowing economy and reduced U.S. factory output of durable goods. Profit margins declined as a result of lower business volume and increasing raw material costs. We continue our efforts to improve profit margins by increasing selling prices and reducing costs. We are pleased to announce our filing of an application to list Lilly common stock on the New York Stock Exchange. We expect trading on the NYSE to commence within the next thirty days under the symbol "LI". We look forward to improved marketability of Lilly's stock for the benefit of all shareholders. Lilly has continued to repurchase shares of its outstanding stock as it believes this to be an excellent investment. The Board of Directors declared a cash dividend of 8 cents per share at its September 29, 1995 meeting. This 227th consecutive quarterly dividend will be paid January 2, 1996 to shareholders of record on December 12, 1995. We expect improved results in the future as the economy strengthens and we realize the benefits of cost reduction measures. PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) The following exhibits are included herein: EXHIBIT 11 Computation of Earnings Per Share EXHIBIT 27 Financial Data Schedule (b) The Company did not file any reports on Form 8-K during the three months ended August 31, 1995. Note: All other item numbers under this section are not applicable. 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. LILLY INDUSTRIES, INC. (Registrant) October 10, 1995 /s/ Douglas W. Huemme ------------------------------ Douglas W. Huemme Chairman, President and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER October 10, 1995 /s/ Roman J. Klusas ------------------------------- Roman J. Klusas Vice President and Chief Financial Officer