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 September 28, 1996 [] 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) 954-436-8909 ------------ (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 November 6, 1996 - ----- ------------------------------- Common Stock, $.20 par value 2,358,855 shares* *Includes 29,831 shares issuable upon surrender of the outstanding $.10 par common stock. PART 1 - FINANCIAL INFORMATION DECORATOR INDUSTRIES, INC. BALANCE SHEET September 28, 1996 December 30, 1995 ------------------ ----------------- ASSETS (UNAUDITED) CURRENT ASSETS: Cash and Cash Equivalents $3,924,356 $5,269,772 Short-term Investments 2,459,097 14,607 Accounts Receivable 3,446,028 2,776,039 Note Receivable 80,000 80,000 Inventories 3,116,993 3,005,383 Prepaid Expenses 194,973 126,373 Prepaid and Deferred Income Taxes 159,000 159,000 ----------- ----------- Total Current Assets 13,380,447 11,431,174 PROPERTY & EQUIPMENT 5,317,909 5,076,864 Less: Accumulated Depreciation and Amortization 2,156,504 1,988,557 ----------- ----------- Net Value of Property and Equipment 3,161,405 3,088,307 EXCESS OF COST OVER NET ASSETS ACQUIRED acqu 1,417,515 1,461,605 NOTE RECEIVABLE 80,000 140,000 OTHER ASSETS 167,348 294,573 ----------- ----------- TOTAL ASSETS $18,206,715 $16,415,659 ----------- ----------- ----------- ----------- LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $3,244,104 $2,751,329 Accrued Expenses -Income Taxes 159,841 60,873 - Compensation 1,234,246 1,072,321 - Other 363,010 580,267 Current Maturities of Long-term Debt 41,419 41,032 ----------- ----------- Total Current Liabilities 5,042,620 4,505,822 LONG-TERM DEBT 558,488 587,083 DEFERRED INCOME TAXES 175,000 175,000 ----------- ----------- Total Liabilities 5,776,108 5,267,905 STOCKHOLDERS' EQUITY: Common Stock 541,844 528,973 Additional Capital 1,522,403 1,692,185 Retained Earnings 11,925,285 12,228,865 ----------- ----------- 13,989,532 14,450,023 Less: Treasury Stock, at Cost 1,558,925 3,302,269 ----------- ----------- Total Stockholders' Equity 12,430,607 11,147,754 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $18,206,715 $16,415,659 ----------- ----------- ----------- ----------- The accompanying notes are an integral part of the financial statements. 1 DECORATOR INDUSTRIES, INC. STATEMENT OF INCOME (UNAUDITED) FOR 13 WEEKS ENDED: FOR 39 WEEKS ENDED: SEPT. 28, 1996 SEPT. 30, 1995 SEPT. 28, 1996 SEPT. 30, 1995 -------------- -------------- -------------- -------------- NET SALES $9,599,140 $8,560,400 $29,581,102 $25,584,903 Cost and Expenses: Cost of Products Sold 7,073,219 6,638,353 21,899,101 19,187,128 Selling & Administrative 1,376,076 1,160,341 4,226,635 3,698,496 Interest & Investment Income (76,912) (98,403) (179,758) (348,371) Interest Expense 8,270 12,356 29,363 40,169 -------------- -------------- -------------- -------------- TOTAL COST AND EXPENSES 8,380,653 7,712,647 25,975,341 22,577,422 -------------- -------------- -------------- -------------- Income Before Income Taxes 1,218,487 847,753 3,605,761 3,007,481 Income Taxes 405,000 323,000 1,259,000 1,125,000 -------------- -------------- -------------- -------------- NET INCOME $813,487 $524,753 $2,346,761 $1,882,481 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- PRIMARY EARNINGS PER SHARE(A) $0.35 $0.20* $1.01 $0.72* -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- FULLY DILUTED EARNINGS PER SHARE(A) $0.31 $0.19* $0.93 $0.67* -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Average number of shares outstanding:(A) Primary 2,345,963 2,571,030* 2,326,946 2,609,159* Fully diluted 2,543,939 2,767,058* 2,501,557 2,821,558* *Restated to reflect four-for-three stock split effective June 17, 1996. The accompany notes are an integral part of the financial statements. 2 DECORATOR INDUSTRIES, INC. STATEMENT OF CASH FLOWS (UNAUDITED) For 39 Weeks Ended: SEPTEMBER 28, 1996 SEPTEMBER 30,1995 ------------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $2,346,761 $1,882,481 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 304,189 283,957 Provision for losses on accounts receivable 37,500 39,500 (Gain) loss on disposal of assets (422) (2,062) Increase (decrease) from changes in: Accounts receivable (707,489) (802,387) Inventory (111,610) (317,626) Short-term investments (2,444,490) (221,125) Prepaid expenses (68,600) (54,159) Other assets 127,225 (45,949) Accounts payable 492,775 661,041 Accrued expenses 43,636 (655,477) ------------------ ----------------- Net cash provided by (used in) operating activities 19,475 768,194 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (335,985) (274,926) Proceeds from property dispositions 3,210 6,049 Note receivable 60,000 60,000 Net cash paid for acquisition 0 (432,083) ------------------ ----------------- Net cash used in investing activities (272,775) (640,960) CASH FLOWS FROM FINANCING ACTIVITIES: Long term debt payments (28,208) (46,663) Dividend payments (448,802) (386,892) Proceeds from exercise of stock options 137,962 52,577 Stock option tax benefit 18,000 3,000 Purchase of common stock for treasury (769,829) (964,979) Cash in lieu of fractional shares (1,239) 0 ------------------ ----------------- Net cash provided by financing activities (1,092,116) (1,342,957) Net increase in cash and cash equivalents (1,345,416) (1,215,723) Cash and cash equivalents at beginning of year 5,269,772 4,026,035 ------------------ ----------------- Cash and cash equivalents at end of period $3,924,356 $2,810,312 ------------------ ----------------- ------------------ ----------------- Supplemental disclosures of cash flow information: SEPTEMBER 28, 1996 SEPTEMBER 30, 1995 ------------------ ----------------- Interest $22,666 $32,348 Income taxes $1,156,532 $1,187,284 The accompanying notes are an integral part of the financial statements. 3 DECORATOR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995 (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 September 28, 1996, the changes therein for the thirty-nine week period then ended and the results of operations for the thirteen week periods ended September 28, 1996 and September 30, 1995. 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 30, 1995. The results of operations for the thirty-nine week periods ended September 28, 1996 and September 30, 1995 are not necessarily indicative of operating results for the full year. NOTE 3. INVENTORIES Inventories at September 28, 1996 and December 30, 1995 consisted of the following: September 28, 1996 December 30, 1995 ------------------ ----------------- Raw material and Supplies $2,935,531 $2,814,309 In process and Finished Goods 181,462 191,074 ------- ------- $3,116,993 $3,005,383 --------- --------- --------- --------- 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, continues to be strong at the end of the Third Quarter. September 28, 1996 December 30, 1995 ------------------ ----------------- Current Ratio 2:65 2:54 Quick Ratio 2:04 1:87 LT Debt to Total Capital 4.17% 5.14% Working Capital $8,337,827 $6,925,352 Cash and Short-Term Investments total $6,383,453. These cash balances and borrowing capacity keep the company well-positioned to take advantage of internal growth or 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: First First Third Nine Third Nine Quarter Mos. Quarter Mos. 1996 1996 1995 1995 ---- ---- ---- ---- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of products sold 73.7 74.0 77.5 75.0 Selling and administrative 14.3 14.3 13.6 14.5 Interest and investment income (0.8) (0.6) (1.1) (1.4) Interest expense .1 .1 .1 .2 Income taxes 4.2 4.3 3.8 4.4 Net income 8.5 7.9 6.1 7.4 Thirteen-Week Period Ended September 28, 1996,(Third Quarter 1996) compared TO THIRTEEN-WEEK PERIOD ENDED SEPTEMBER 30, 1995,(THIRD QUARTER 1995) Net sales for the Third Quarter were $9,599,140, compared to $8,560,400 for the same period the previous year, a 12% increase. Favorable markets have helped contribute to these results. Cost of products sold decreased to 73.7% in the Third Quarter compared to 77.5% a year ago. Higher volumes and efficiency improvements were the primary reasons for this improvement. The Third Quarter tax rate in 1996 was 33.2% compared to 38.1% in the Third Quarter of 1995. This reduction in the rate is due to the recognition of non- taxable insurance proceeds on the former chairman of the Company. Net income in the Third Quarter was $813,487 or 35 cents per share (primary), compared with $524,753 or 20 cents per share (primary), in the same period a year ago. The results reflect a 55% and 75% increase respectfully. 5 Thirty-nine Week Period Ended September 28, 1996, (First Nine Months 1996)compared TO THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 30, 1995 (FIRST NINE MONTHS 1995) For the nine months ended September 28, 1996, net sales were $29,581,102 compared with $25,584,903 in the nine months ended September 30, 1995. Net income was $2,346,761, or $1.01 per share (primary), compared to $1,882,481, or 72 cents per share (primary) in the same period of 1995. Net sales, net income and earnings per share were new highs for any nine month period. 6 PART II - OTHER INFORMATION 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 September 28, 1996. 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: November 8, 1996 Michael K. Solomon, Treasurer 7