SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended November 30, 1996 Commission File No. 0-5940 TEMTEX INDUSTRIES, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 75-1321869 - -------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 5400 LBJ Freeway, Suite 1375, Dallas, Texas 75240 - ------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) 972/726-7175 - --------------------------------------------------- (Registrant's telephone number including area code) 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X No ----- ----- The Registrant had 3,467,141 shares of common stock, par value $.20 per share, outstanding as of the close of the period covered by this report. PART I. FINANCIAL INFORMATION TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) (In Thousands Except Share Amounts) 3 Mths. Ended November 30, 1996 1995 ------ ------ Net sales $13,086 $12,993 Cost of goods sold 9,075 8,917 ------- ------- 4,011 4,076 Cost and expenses: Selling, general and administrative 2,618 2,901 Interest 158 161 Other income (20) (5) ------- ------- 2,756 3,057 ------- ------- INCOME FROM OPERATIONS BEFORE INCOME TAXES 1,255 1,019 State and federal income taxes--Note A 502 438 ------- ------- NET INCOME $ 753 $ 581 ======= ======= Income per common share--Note B NET INCOME $.22 $.16 ==== ==== Weighted average common and common equivalent shares outstanding 3,493,691 3,523,301 ========= ========= See notes to condensed consolidated financial statements. TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) November 30, 1996 and August 31, 1996 (In Thousands) November 30, August 31, 1996 1996 ----------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,221 $ 445 Accounts receivable, less allowance for doubtful accounts of $330,000 at November 30, 1996 and $435,000 at August 31, 1996 7,456 6,971 Inventories 9,500 10,224 Prepaid expenses and other assets 496 285 Deferred taxes 226 226 ------- ------- TOTAL CURRENT ASSETS 18,899 18,151 DEFERRED TAXES 672 672 OTHER ASSETS 316 381 ASSETS RELATED TO DISCONTINUED OPERATIONS --Note F 243 202 PROPERTY, PLANT AND EQUIPMENT Land and clay deposits 325 325 Buildings and improvements 3,491 3,491 Machinery, equipment, furniture and fixtures 23,608 23,289 Leasehold improvements 863 866 ------- ------- 28,287 27,971 Less allowances for depreciation, depletion and amortization 19,675 19,367 ------- ------- 8,612 8,604 ------- ------- $28,742 $28,010 ======= ======= November 30, August 31, 1996 1996 ------------ ---------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 2,200 $ 3,099 Accounts payable 5,276 4,714 Accrued expenses 1,462 1,708 Income taxes payable 507 57 Current maturities of indebtedness to related parties 8 8 Current maturities of long-term obligations--Note C 240 236 ------- ------- TOTAL CURRENT LIABILITIES 9,693 9,822 INDEBTEDNESS TO RELATED PARTIES, less current maturities 1,611 1,613 LONG-TERM OBLIGATIONS, less current maturities--Note C 715 605 COMMITMENTS AND CONTINGENCIES--Note E -- -- STOCKHOLDERS' EQUITY--Note D Preferred stock - $1 par value; 1,000,000 shares authorized, none issued -- -- Common stock - $.20 par value; 10,000,000 shares authorized, 5,268,625 shares issued 716 716 Additional capital 9,236 9,236 Retained earnings 7,098 6,345 ------- ------- 17,050 16,297 Less: Treasury stock: At cost - 113,696 shares 327 327 At no cost - 1,687,788 shares -- -- ------- ------- 16,723 15,970 ------- ------- $28,742 $28,010 ======= ======= See notes to condensed consolidated financial statements. TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In Thousands) 3 Months Ended November 30, 1996 1995 -------- -------- OPERATING ACTIVITIES Net income $ 753 $ 581 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 500 429 Gain on disposition of property, plant and equipment (18) -- Provision for doubtful accounts 89 83 Changes in operating assets and liabilities: Accounts receivable (574) (982) Inventories 724 112 Prepaid expenses and other assets (146) 86 Accounts payable and accrued expenses 316 1,556 Income taxes payable 450 409 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,094 2,274 INVESTING ACTIVITIES Purchases of property, plant and equipment (518) (387) Expenditures on assets related to discontinued operations (41) (8) Proceeds from disposition of property, plant and equipment 35 -- ------- ------- NET CASH USED IN FINANCING ACTIVITIES (524) (395) FINANCING ACTIVITIES Proceeds from revolving line of credit and long-term borrowings 194 -- Principal payments on revolving line of credit, long-term obligations and indebtedness to related parties (988) (1,181) ------- ------- NET CASH USED IN FINANCING ACTIVITIES (794) (1,181) ------- ------- INCREASE IN CASH AND CASH EQUIVALENTS 776 698 Cash and cash equivalents at beginning of year 445 736 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,221 $ 1,434 ======= ======= See notes to condensed consolidated financial statements. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A--INCOME TAXES Income taxes have been provided using the liability method in accordance with the Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. Income for the first three months of fiscal 1997 reflects an estimated annualized tax rate of approximately 40%. NOTE B--INCOME PER COMMON SHARE Income per common share is based on the weighted average number of common stock and common stock equivalents outstanding during each period. Common stock equivalents include options granted to key employees and outside directors. The number of common stock equivalents was based on the number of shares issuable on the exercise of options reduced by the number of common shares that are assumed to have been purchased, at the average price of the common stock during each quarter, with the proceeds from the exercise of the options. Fully diluted income per common share is not presented because dilution is not significant. NOTE C--NOTES PAYABLE AND LONG-TERM DEBT In May 1996, the Company entered into a two year credit agreement with a bank whereby the Company may borrow a maximum of $4,000,000 under a revolving credit facility. At the option of the Company, borrowings under the note may bear interest at the lending bank's prime commercial interest rate or at the London Interbank Offered Rate ("LIBOR") plus 1.25 percentage points. Interest is payable on a monthly basis. The loan agreement contains covenants that require the maintenance of a specified ratio of quick assets to current liabilities, as defined, and a specified ratio of total liabilities to tangible net worth, as defined, both ratios to be measured on a quarterly basis. As of November 30, 1996, $2,200,000 was outstanding under the revolving credit note. NOTE D--CAPITAL STOCK At November 30, 1996 and August 31, 1996, there were 1,000,000 shares of preferred stock, with a par value of $1 authorized. None have been issued. At November 30, 1996 and August 31, 1996, there were 10,000,000 shares of par value $.20 common stock authorized of which 5,268,625 shares were issued. Of the shares issued, 3,467,141 were outstanding. The remainder of the issued stock is comprised of 113,696 shares of treasury stock at cost and 1,687,788 shares of treasury stock at no cost. NOTE E--CONTINGENCIES Due to the complexity of the Company's operations, disagreements occasionally occur. In the opinion of management, the Company's ultimate loss from such disagreements and potential resulting legal action, if any, will not be significant. NOTE F--DISCONTINUED OPERATIONS In 1993, management of the Company decided to discontinue the Company's contract products segment. In fiscal 1996, the Company leased the building and the majority of the land. The initial lease term is for a period of five years with an option to extend the lease for an additional five year period. The lease also contains an option to purchase the property during the first two years of the initial lease period. Rental income received is recorded as a reduction in the carrying value of the property. The remaining parcel of land and equipment are on the market to be sold. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET SALES The Company reported a 1% increase in net sales to $13,086,000 in the first quarter of fiscal 1997 compared to net sales of $12,993,000 in the first quarter of fiscal 1996. FIREPLACE PRODUCTS. Net sales decreased approximately 2% in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. The sales decrease was attributed to a small decrease in the number of zero-clearance fireplaces and ventfree log sets delivered in the first quarter of fiscal 1997. FACE BRICK PRODUCTS. Net sales increased approximately 14% in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. The increase in sales was the direct result of an increase in the quantity of brick sold in the first quarter of 1997. GROSS PROFIT FIREPLACE PRODUCTS. Gross profit decreased approximately 4% in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. The decrease was caused by the decrease in net sales. FACE BRICK PRODUCTS. Gross profit increased approximately 11% in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. The increase was a direct result of the increase in sales. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses decreased by $283,000 or approximately 10% in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. As a percentage of sales, expenses decreased from approximately 22% in 1996 to 20% in 1997. A reduction in advertising expenses related to fireplace products was mainly responsible for the reduction in selling, general and administrative expenses in the first quarter of the current year. INTEREST EXPENSE Interest expense was approximately the same in the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. The average debt outstanding was approximately the same and the average interest rate charged on the outstanding debt was approximately the same between the comparative quarters. INCOME TAXES Income tax expense of $502,000 for the first quarter of fiscal 1997 includes the provision for both federal and state income taxes. An estimated annualized effective tax rate of 40% was applied to pre- tax income for the first quarter of fiscal 1997. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $2,094,00 for the first quarter of 1997 compared to $2,274,000 for the first quarter of 1996. The decreased cash flow from operations in the first quarter of fiscal 1997 was due primarily to changes in working capital, principally a smaller increase in accounts payable and accrued expenses compared to the first quarter of 1996. In May 1996, the Company entered into a two-year credit agreement with a bank whereby the Company may borrow a maximum of $4,000,000 under a revolving credit facility. The outstanding principal balance may bear interest at a variable or fixed rate, at the Company's option, at the time funds are requested. Interest is payable on a monthly basis and also at the end of the borrowing period if borrowing at a fixed rate. Working capital increased by $877,000 at November 30, 1996 compared to August 31, 1996. The current ratio increased from 1.8 at August 31, 1996 to 1.9 at November 30, 1996. Capital expenditures and capitalized lease obligations for the first three months of 1997 were $525,000 compared to $387,000 for the first three months of 1996. Expenditures include amounts for tooling, dies, replacement items and repairs to manufacturing equipment. The capital additions have been financed by cash flow from operations and term notes on a portion of the replacement items. The Company anticipates that cash flow from operations together with funds available from the revolving credit facility should provide the Company with adequate funds to meet its working capital requirements as well as requirements for capital expenditures for at least the next twelve months. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes 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. Operating results for the three month period ended November 30, 1996 are not necessarily indicative of the results that may be expected for the year ending August 31, 1997. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended August 31, 1996. PART II. OTHER INFORMATION Item 6(b). Reports on Form 8-K The Registrant did not file any reports on Form 8-K during the quarter for which this report is filed. 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. TEMTEX INDUSTRIES, INC. DATE: 1/9/97 BY: /s/ E.R.Buford ---------------- ------------------------ E. R. Buford President DATE: 1/9/97 BY: /s/ R. N. Stivers ---------------- ------------------------ R. N. Stivers Vice President-Finance