SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended July 1, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-7753 DECORATOR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1001433 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10011 PINES BLVD., SUITE 201, PEMBROKE PINES, FL 33024 (Address of principal executive offices) (zip code) 305-436-8909 (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 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 issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 7, 1995 - ----- ----------------------------- Common Stock, $.20 par value 1,929,167 shares* *Includes 23,661 shares issuable upon surrender of the outstanding $.10 par common stock. PART 1 - FINANCIAL INFORMATION DECORATOR INDUSTRIES, INC. BALANCE SHEET July 1, 1995 December 31, 1994 ------------ ----------------- ASSETS (UNAUDITED) - ---------------------------------- CURRENT ASSETS: Cash and Cash Equivalents $ 3,175,010 $ 4,026,035 Short-term Investments 2,308,682 2,146,332 Accounts Receivable 3,167,769 2,566,063 Note Receivable 80,000 80,000 Inventories 2,877,708 2,639,650 Prepaid Expenses 246,712 98,270 Prepaid and Deferred Income Taxes 201,000 201,000 ----------- ----------- Total Current Assets 12,056,881 11,757,350 PROPERTY & EQUIPMENT 4,750,488 4,577,845 Less: Accumulated Depreciation and Amortization 1,917,038 1,779,706 ----------- ----------- Net Value of Property and Equipment 2,833,450 2,798,139 EXCESS OF COST OVER NET ASSETS ACQUIRED 1,328,160 1,355,522 NOTE RECEIVABLE 180,000 220,000 OTHER ASSETS 264,487 275,659 ----------- ----------- TOTAL ASSETS $16,662,978 $16,406,670 ----------- ----------- ----------- ----------- LIABILITIES & STOCKHOLDERS' EQUITY - ---------------------------------- CURRENT LIABILITIES: Accounts Payable $ 2,967,257 $ 2,276,518 Accrued Expenses - Income Taxes 102,348 140,402 - Compensation 864,572 1,361,386 - Other 397,831 447,463 Current Maturities of Long-term Debt 40,820 52,405 ----------- ----------- Total Current Liabilities 4,372,828 4,278,174 LONG-TERM DEBT 609,439 629,450 DEFERRED INCOME TAXES 177,000 177,000 ----------- ----------- Total Liabilities 5,159,267 5,084,624 STOCKHOLDERS' EQUITY: Common Stock 527,173 522,717 Additional Capital 1,667,156 1,619,828 Retained Earnings 11,438,488 10,332,610 ----------- ----------- 13,632,817 12,475,155 Less: Treasury Stock, at Cost 2,129,106 1,153,109 ----------- ----------- Total Stockholders' Equity 11,503,711 11,322,046 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $16,662,978 $16,406,670 ----------- ----------- ----------- ----------- The accompanying notes are an integral part of the financial statements. 1. DECORATOR INDUSTRIES, INC. STATEMENT OF INCOME (UNAUDITED) FOR 13 WEEKS ENDED: FOR 26 WEEKS ENDED: July 1, 1995 July 2, 1994 July 1, 1995 July 2, 1994 ------------ ------------ ------------ ------------ NET SALES $8,749,072 $9,035,652 $17,024,503 $16,894,458 Costs and expenses: Cost of products sold 6,505,447 6,535,090 12,548,775 12,117,411 Selling and administrative 1,269,880 1,269,321 2,538,155 2,509,609 Interest & Investment Income (115,718) (19,027) (249,968) (76,725) Interest Expense 12,180 17,534 27,813 32,277 ---------- ---------- ----------- ----------- TOTAL COST AND EXPENSES 7,671,789 7,802,918 14,864,775 14,582,572 ---------- ---------- ----------- ----------- Income before income taxes 1,077,283 1,232,734 2,159,728 2,311,886 Income Taxes 400,000 450,000 802,000 859,000 ---------- ---------- ----------- ----------- NET INCOME $ 677,283 $ 782,734 $ 1,357,728 $ 1,452,886 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- PRIMARY EARNINGS PER SHARE $ 0.35 $ 0.40 $ 0.69 $ 0.75 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- FULLY DILUTED EARNINGS PER SHARE $ 0.32 $ 0.36 $ 0.64 $ 0.67 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Average number of shares outstanding: Primary 1,947,021 1,961,320 1,971,172 1,938,766 Fully diluted 2,098,083 2,145,706 2,135,487 2,158,580 The accompanying notes are an integral part of the financial statements. 2. DECORATOR INDUSTRIES, INC. STATEMENT OF CASH FLOWS (UNAUDITED) For 26 Weeks Ended: JULY 1, 1995 JULY 2, 1994 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,357,729 $ 1,452,886 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 187,407 168,542 Provision for losses on accounts receivable 17,000 19,000 Deferred Taxes 0 (15,200) (Gain) loss on disposal of assets 980 0 Increase (decrease) from changes in: Accounts receivable (618,706) (489,370) Inventory (238,058) (359,133) Short-term investments (162,350) (1,028,455) Prepaid expenses (148,442) (89,137) Other assets 11,172 (18,612) Accounts payable 690,739 941,218 Accrued expenses (584,500) (75,205) ----------- ----------- Net cash provided by (used in) operating activities 512,971 506,534 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (198,385) (795,770) Proceeds from property dispositions 2,049 0 Note receivable 40,000 90,000 ----------- ----------- Net cash used in investing activities (156,336) (705,770) CASH FLOWS FROM FINANCING ACTIVITIES: Long term debt payments (31,596) (53,930) Proceeds from debt on new building 0 269,046 Dividend payments (251,850) (212,896) Proceeds from exercise of stock options 40,765 73,215 Stock option tax benefit 0 41,000 Purchase of common stock for treasury (964,979) 0 ----------- ----------- Net cash provided by financing activities (1,207,660) 116,435 Net increase in cash and cash equivalents (851,025) (82,801) Cash and cash equivalents at beginning of year 4,026,035 2,685,377 ----------- ----------- Cash and cash equivalents at end of period $ 3,175,010 $ 2,602,576 ----------- ----------- ----------- ----------- Supplemental disclosures of cash flow information: JULY 1, 1995 JULY 2, 1994 ------------ ------------ Interest $ 21,871 $ 17,900 Income taxes $ 840,774 $ 868,095 The accompanying notes are an integral part of the financial statements. 3. DECORATOR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TWENTY-SIX WEEKS ENDED JULY 1, 1995 AND JULY 2, 1994 (UNAUDITED) NOTE 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of July 1, 1995, the changes therein for the twenty-six week period then ended and the results of operations for the thirteen week periods ended July 1, 1995 and July 2, 1994. NOTE 2. The consolidated financial statements included in the Form 10-Q are presented in accordance with the requirements of the form and do not include all of the disclosures required by generally accepted accounting principles. For additional information, reference is made to the Company's annual report on Form 10-K for the year ended December 31, 1994. The results of operations for the twenty-six week periods ended July 1, 1995 and July 2, 1994 are not necessarily indicative of operating results for the full year. NOTE 3. INVENTORIES Inventories at July 1, 1995 and December 31, 1994 consisted of the following: July 1, 1995 December 31, 1994 ------------ ----------------- Raw material and Supplies $2,816,466 $2,458,934 In process and Finished Goods 61,242 180,716 ---------- ---------- $2,877,708 $2,639,650 ---------- ---------- NOTE 4. EARNINGS PER SHARE The excess of shares assumed to be issued under the stock option plans over shares that could be purchased with the proceeds based on the higher average or period ending market prices, was sufficient to cause fully diluted earnings per share to be different from primary earnings per share as shown in the consolidated statement of income. 4. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The Company's financial condition as measured by the following ratios was virtually unchanged during the Second Quarter. July 1, 1995 December 31, 1994 ------------ ----------------- Current Ratio 2.76 2.75 Quick Ratio 2.10 2.13 LT Debt to Total Capital 5.05% 5.35% Working Capital $7,684,053 $7,479,176 These ratios were maintained despite the use of $432,798 of cash to repurchase common stock. Effective August 7, 1995 the Company purchased the business and assets of Paragon Interiors, a manufacturer of draperies and bedspreads for the manufactured housing and recreational vehicle markets, located in Goshen, Indiana. The total purchase price was approximately $500,000 including the assumption of liabilities. This purchase was funded from working capital. Cash and Short-Term Investments total $5,483,692. These cash balances and borrowing capacity keep the company well-positioned to take advantage of internal growth or additional acquisition opportunities that might arise. RESULTS OF OPERATIONS: The following table shows the percentage relationship to net sales of certain items in the Company's Statement of Income: Second First Second First Quarter Half Quarter Half 1995 1995 1994 1994 ------- ----- ------- ----- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of products sold 74.4 73.7 72.3 71.7 Selling and administrative 14.5 14.9 14.0 14.9 Interest and investment income (1.3) (1.5) (.2) (.5) Interest expense .1 .2 .2 .2 Income taxes 4.6 4.7 5.0 5.1 Net income 7.7 8.0 8.7 8.6 5. THIRTEEN-WEEK PERIOD ENDED JULY 1, 1995, (SECOND QUARTER 1995) COMPARED TO THIRTEEN-WEEK PERIOD ENDED JULY 2, 1994, (SECOND QUARTER 1994) Net sales for the Second Quarter were $8,749,072 compared with $9,035,652 for the same period of 1994. Net income in the Second Quarter was $677,283, or 35 cents per share (primary), compared with $782,734, or 40 cents per share (primary), in the same period a year ago. This quarter's performance was affected unfavorably by (1) a decline in revenue largely attributable to weaker demand in the recreational vehicle market and (2) an increase in the cost of goods sold, specifically material and labor costs. Programs have been implemented which are ongoing that are targeted at reducing these costs. TWENTY-SIX WEEK PERIOD ENDED JULY 1, 1995, (FIRST HALF 1995) COMPARED TO TWENTY-SIX WEEK PERIOD ENDED JULY 2, 1994, (FIRST HALF 1994) For the six months ended July 1, 1995, net sales were $17,024,503 compared with $16,894,458 in the same period in the prior year. Net income was $1,357,728, or 69 cents per share (primary), compared to $1,452,886, or 75 cents per share (primary) in the same period of 1994. 6. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of stockholders held June 5, 1995, the stockholders approved the 1995 Incentive Stock Option Plan by a vote of 910,542 shares in favor, 228,910 shares against, and 16,683 shares abstaining. There were 602,293 broker non-votes. Item 6. Exhibits and Reports on Form 8-K (a) EXHIBITS None (b) No reports on form 8-K were filed by the Company during the fiscal quarter ended July 1, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DECORATOR INDUSTRIES, INC. (Registrant) By: /s/ William Bassett ----------------------------- William Bassett, President By: /s/ Michael K. Solomon ----------------------------- Date: August 10, 1995 Michael K. Solomon, Treasurer 7.