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 QUARTER ENDED OCTOBER 31, 1996 Commission file number 1-13026 BLYTH INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2984916 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 100 FIELD POINT ROAD, GREENWICH, CONNECTICUT, 06830 (Address of principal executive offices) (Zip Code) (203) 661-1926 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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 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 --------- --------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 30,743,927 COMMON SHARES AS OF NOVEMBER 29, 1996. PAGE 1 OF 15 BLYTH INDUSTRIES, INC. INDEX PAGE Form 10-Q Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Form 10-Q Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Part I. Financial Information: Item 1. Financial Statements: Consolidated Balance Sheets. . . . . . . . . . . . . . . . 3 Consolidated Statements of Earnings. . . . . . . . . . . 4-5 Consolidated Statements of Stockholders' Equity. . . . . . 6 Consolidated Statements of Cash Flows. . . . . . . . . . . 7 Notes to Consolidated Financial Statements . . . . . . . . 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .9-12 Part II. Other Information Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .13 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . .13 Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . .13 Item 4. Submission of Matters to a Vote of Security Holders . . . . . .13 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .13 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . .14 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 PAGE 2 OF 15 Part I. FINANCIAL INFORMATION Item I. FINANCIAL STATEMENTS BLYTH INDUSTRIES, INC. AND SUBSIDIARIES OCTOBER 31, JANUARY 31, (In thousands, except share data) 1996 1996 - ------------------------------------------------------------------------------------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 11,335 $ 46,509 Accounts receivable, less allowance for doubtful receivables of $696 and $570, respectively 56,701 24,889 Inventories (Note 2) 106,765 73,176 Prepaid expenses 152 288 Deferred income taxes 600 600 - ------------------------------------------------------------------------------------- Total current assets 175,553 145,462 PROPERTY, PLANT AND EQUIPMENT Less accumulated depreciation $26,465 and $21,030 respectively) 82,429 58,159 OTHER ASSETS Investments 4,908 6,586 Excess of cost over fair value of assets acquired, net of accumulated amortization of $842 and $207 respectively 11,349 3,925 Deposits 545 590 - ------------------------------------------------------------------------------------- $ 274,784 $ 214,722 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank line of credit $ 8,094 $ - Current maturities of long-term debt 524 514 Accounts payable 27,269 18,856 Accrued expenses 32,157 18,961 Income taxes 1,515 93 - ------------------------------------------------------------------------------------- Total current liabilities 69,559 38,424 DEFERRED INCOME TAXES 3,750 3,000 LONG-TERM DEBT, less current maturities 27,099 27,504 EXCESS OF FAIR VALUE OVER COST OF ASSETS ACQUIRED, NET OF ACCUMULATED AMORTIZATION OF $541 AND $451 RESPECTIVELY 863 953 MINORITY INTEREST 1,570 1,487 STOCKHOLDERS' EQUITY: Preferred stock, authorized 10,000,000 shares of $0.01 par value; no shares issued and outstanding - - Common stock, authorized 100,000,000 shares of $0.02 par value; issued and outstanding, 30,743,927 and 30,707,220, respectively 615 614 Additional contributed capital 87,180 86,701 Retained earnings 84,148 56,039 - ------------------------------------------------------------------------------------- 171,943 143,354 - ------------------------------------------------------------------------------------- $ 274,784 $ 214,722 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PAGE 3 OF 15 BLYTH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - -------------------------------------------------------------------------------- NINE MONTHS ENDED OCTOBER 31 (In thousands, except per share data) 1996 1995 - ------------------------------------------------------------------------------------- Net sales $ 346,411 $ 234,910 Cost of goods sold 154,894 113,494 - ------------------------------------------------------------------------------------- Gross profit 191,517 121,416 Selling and Shipping 113,396 73,733 Administrative 29,978 18,716 - ------------------------------------------------------------------------------------- 143,374 92,449 - ------------------------------------------------------------------------------------- Operating profit 48,143 28,967 Other expense (income) Interest expense 1,734 1,013 Interest income (748) (225) Equity in earnings of investees (337) (356) - ------------------------------------------------------------------------------------- 649 432 - ------------------------------------------------------------------------------------- Earnings before income tax expense and minority interest 47,494 28,535 Income tax expense 19,138 11,252 - ------------------------------------------------------------------------------------- Earnings before minority interest 28,356 17,283 Minority interest 246 301 - ------------------------------------------------------------------------------------- NET EARNINGS $ 28,110 $ 16,982 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- Net earnings per common and common equivalent share $ 0.91 $ 0.60 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- Weighted average number of shares outstanding 31,068 28,450 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PAGE 4 OF 15 BLYTH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - -------------------------------------------------------------------------------- THREE MONTHS ENDED OCTOBER 31 (In thousands, except per share data) 1996 1995 - ------------------------------------------------------------------------------------- Net sales $ 139,583 $ 99,014 Cost of goods sold 62,225 47,218 - ------------------------------------------------------------------------------------- Gross profit 77,358 51,796 Selling and Shipping 42,868 28,758 Administrative 9,871 7,030 - ------------------------------------------------------------------------------------- 52,739 35,788 - ------------------------------------------------------------------------------------- Operating profit 24,619 16,008 Other expense (income) Interest expense 671 619 Interest income (50) (71) Equity in earnings of investees (230) (266) - ------------------------------------------------------------------------------------- 391 282 - ------------------------------------------------------------------------------------- Earnings before income tax expense and minority interest 24,228 15,726 Income tax expense 9,758 6,193 - ------------------------------------------------------------------------------------- Earnings before minority interest 14,470 9,533 Minority interest 216 266 - ------------------------------------------------------------------------------------- NET EARNINGS $ 14,254 $ 9,267 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- Net earnings per common and common equivalent share $ 0.46 $ 0.33 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- Weighted average number of shares outstanding 31,096 28,558 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PAGE 5 OF 15 BLYTH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - -------------------------------------------------------------------------------- OCTOBER 31, (In thousands, except share data) - ---------------------------------------------------------------------------------------------------------------------------------- ADDITIONAL TOTAL COMMON STOCK CONTRIBUTED RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY - ---------------------------------------------------------------------------------------------------------------------------------- FOR THE NINE MONTHS ENDED OCTOBER 31, 1995: Balance, February 1, 1995 28,191,412 $ 282 $ 31,218 $ 32,322 $ 63,822 Net earnings for the period - - - 16,982 16,982 Common stock issued in connection with investment in European candle manufacturer 99,808 1 1,405 - 1,406 Common stock issued in connection with exercise of stock options 11,200 - 92 - 92 Common stock issued upon completion of secondary public offering 2,400,000 24 53,947 0 53,971 -------------------------------------------------------------------------- Balance, October 31, 1995 30,702,420 $ 307 $ 86,662 $ 49,304 $ 136,273 - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- FOR THE NINE MONTHS ENDED OCTOBER 31, 1996: Balance, February 1, 1996 30,707,220 $ 614 $ 86,701 $ 56,039 $ 143,354 Net earnings for the period - - - 28,110 28,110 Common stock issued in connection with exercise of stock options and other 36,707 1 479 - 480 -------------------------------------------------------------------------- Balance, October 31, 1996 30,743,927 $ 615 $ 87,180 $ 84,148 $ 171,943 - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PAGE 6 OF 15 BLYTH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - -------------------------------------------------------------------------------- NINE MONTHS ENDED OCTOBER 31 (In thousands) 1996 1995 - ------------------------------------------------------------------------------------- Cash flows from operating activities: Net earnings $ 28,110 $ 16,982 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 6,160 3,548 Deferred income taxes 750 200 Equity in earnings of investees (337) (356) Minority interest 246 301 Changes in operating assets and liabilities, net of effect of business acquisition: Accounts receivable (30,643) (18,835) Inventories (30,348) (27,678) Prepaid expenses 135 (53) Other assets 45 (234) Accounts payable 5,241 7,728 Accrued expenses 13,725 7,699 Income taxes 1,463 836 - ------------------------------------------------------------------------------------- Total adjustments (33,563) (26,844) - ------------------------------------------------------------------------------------- Net cash used in operating activities (5,453) (9,862) Purchases of property, plant, and equipment (27,620) (21,262) Investments in investees - (2,898) Purchase of businesses net of cash acquired (8,893) (7,116) - ------------------------------------------------------------------------------------- Net cash used in investing activities (36,513) (31,276) - ------------------------------------------------------------------------------------- Proceeds from issuance of common stock 381 54,065 Borrowings from bank line of credit 21,265 43,565 Repayments on bank line of credit (14,465) (43,565) Proceeds from issuance of long-term debt - 25,000 Payments on long-term debt (389) (335) - ------------------------------------------------------------------------------------- Net cash provided by financing activities 6,792 78,730 - ------------------------------------------------------------------------------------- Net increase (decrease) in cash (35,174) 37,592 Cash and cash equivalents at beginning of period 46,509 9,081 - ------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 11,335 $ 46,673 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PAGE 7 OF 15 BLYTH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company, its subsidiaries and their subsidiaries. All significant inter-company accounts and transactions have been eliminated. In the opinion of the Management, the accompanying unaudited consolidated financial statements include all accruals (consisting only of normal recurring accruals) necessary for fair presentation of the Company's consolidated financial position at October 31, 1996 and the consolidated results of its operations and cash flows for the three and nine month periods ended October 31, 1996 and 1995. In December 1995, the Company effected a two-for-one stock split in the form of a stock dividend. All share quantities, per share amounts and options data have been retroactively restated to reflect the stock split. These interim statements should be read in conjunction with the Company's consolidated financial statements for the year ended January 31, 1996, as set forth in the Company's Form 10-K Annual Report. Operating results for the nine months ended October 31, 1996 are not necessarily indicative of the results that may be expected for the year ending January 31, 1997 2. INVENTORIES The components of inventory consist of the following (in thousands): October 31, 1996 January 31, 1996 --------------------------------------------- Finished goods $92,784 $60,940 Work in progress 2,269 1,803 Raw materials 11,712 10,433 --------------------------------------------- $106,765 $73,176 -------- ------- -------- ------- PAGE 8 OF 15 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: NET SALES Net sales increased $111.5 million, or 47.5%, from $234.9 million in the first nine months of fiscal 1996 to $346.4 million in the first nine months of fiscal 1997. Net sales increased $40.6 million, or 41.0%, from $99.0 million in the quarter ended October 31, 1995 to $139.6 million in the quarter ended October 31, 1996. Virtually all of these increases were attributable to unit growth in sales of the Company's consumer everyday and seasonal holiday products in the United States, Canada and Europe. Several factors contributed to the increase in unit sales. Sales to new customers continued to represent at least 50% of the net sales increase. The increase in sales to new domestic customers was attributable to improved penetration of existing channels of distribution and to geographic expansion in the United States, particularly by the Company's direct selling activities. In addition, the Company was able to increase sales to existing customers, particularly mass merchandisers and specialty chains, and to a lesser extent, department and gift stores. Sales of Ambria, the Company's new line of coordinated home fragrance and decorative lighting products, contributed to the increase in sales. This coordinated line replaced certain single product lines. Sales to Hallmark Gold Crown Stores also contributed, to a lesser extent, to the increase in domestic sales, compared to fiscal 1996 in which the Company did not have a strategic partnering arrangement with Hallmark Cards, Incorporated. For the nine months ended October 31, 1996, international sales (which accounted for 11% of net sales, compared to 10% in fiscal 1996) continued to grow at a substantially higher rate than domestic sales. Sales of scented candles and accessories, which are typically higher gross profit margin products, also continued to grow at a substantially faster rate than unscented products. Consumable products (which consist of candles, citronella candles and potpourri) accounted for approximately 65% of the Company's net sales for the nine months ended October 31, 1996. Candle accessories continued to account for the balance of net sales. GROSS PROFIT Gross profit increased $70.1 million, or 57.7%, from $121.4 million in the first nine months of fiscal 1996 to $191.5 million in the first nine months of fiscal 1997. Gross profit margin increased from 51.7% for the first nine months of fiscal 1996 to 55.3% for the first nine months of fiscal 1997. Gross profit increased $25.6 million, or 49.4%, from $51.8 million in the quarter ended October 31, 1995 to $77.4 million in the quarter ended October 31, 1996. Gross profit margin increased from 52.3% for the quarter ended October 31, 1995 to 55.4% for the quarter ended October 31, 1996. Such increases were due, in substantial part, to the continued increased sales of the Company's products to the consumer market, which products generally carry higher gross profit margins than other of the Company's products, as well as to a continued shift in the mix of the Company's products for the consumer market to a greater percentage of higher gross profit margin products, such as scented candles and candle accessories. As in fiscal 1996 and 1995, manufacturing efficiencies due to higher unit volume and process technology improvements continued to have a favorable impact on gross profit margins. PAGE 9 OF 15 SELLING AND SHIPPING EXPENSE Selling and shipping expense increased $39.7 million, or 53.9%, from $73.7 million in the first nine months of fiscal 1996 (31.4% of net sales), to $113.4 million in the first nine months of fiscal 1997 (32.7% of net sales). Selling and shipping expense increased $14.1 million, or 49.0%, from $28.8 million in the quarter ended October 31, 1995 (29.1% of net sales), to $42.9 million in the quarter ended October 31, 1996 (30.7% of net sales). The increases were primarily attributable to increased sales through the Company's home party plan direct selling activities, in which sales expenses, as a percentage of sales, are relatively higher. In addition, the Company's consumer products generally require a higher level of product development and sales and marketing expense than the Company's food service and religious products. ADMINISTRATIVE EXPENSE Administrative expense increased $11.3 million, or 60.4%, from $18.7 million in the first nine months of fiscal 1996 (8.0% of net sales) to $30.0 million in the first nine months of fiscal 1997 (8.7% of net sales). Administrative expense increased $2.9 million, or 41.4%, from $7.0 million in the quarter ended October 31, 1995 (7.1% of net sales) to $9.9 million in the quarter ended October 31, 1996 (7.1% of net sales). Such increases were a result of increases in personnel (from approximately 288 administrative employees at October 31, 1995 to approximately 373 administrative employees at October 31, 1996), expenses incurred in connection with new distribution facilities, substantially improved information and data processing capabilities and increases in leased and owned office space. In connection with anticipated growth in its consumer product sales, which generally require somewhat greater administrative expenditures, the Company expects further increases in administrative expenses due to expected increases in the number of employees. The Company also expects additional infrastructure spending associated with improvements in information and administrative support systems. INTEREST EXPENSE Interest expense increased $.7 million, or 70.0%, from $1.0 million in the first nine months of fiscal 1996 to $1.7 million in the first nine months of fiscal 1997. Interest expense increased $.1 million, or 16.7%, from $0.6 million in the quarter ended October 31, 1995 to $0.7 in the quarter ended October 31, 1996. Interest expense was generally higher due to increased borrowings during most of such nine month period. On July 7, 1995, certain of the Company's subsidiaries issued $25.0 million aggregate principal amount of senior notes. INCOME TAX EXPENSE Income tax expense increased $7.8 million, or 69.0%, from $11.3 million in the first nine months of fiscal 1996 to $19.1 million in the first nine months of fiscal 1997. Income tax expense increased $3.6 million, or 58.1%, from $6.2 million in the quarter ended October 31, 1995 to $9.8 million in the quarter ended October 31, 1996. The effective income tax rate was approximately 40.0% for the first nine months of fiscal 1996 and fiscal 1997. NET EARNINGS As a result of the foregoing, net earnings increased $11.1 million, or 65.3%, from $17.0 million in the first nine months of fiscal 1996 to $28.1 million in the first nine months of fiscal 1997. Net earnings increased $5.0 million, or 53.8%, from $9.3 million in the quarter ended October 31, 1995 to $14.3 million in the quarter ended October 31, 1996. PAGE 10 OF 15 LIQUIDITY AND CAPITAL RESOURCES: Operating assets and liabilities increased from January 31, 1996 to October 31, 1996 due to the Company's internally generated growth. To meet increases in current and anticipated demand during the first nine months of fiscal 1997, the Company increased its inventory at a greater rate than in the past. Inventory increased from $73.2 million at January 31, 1996 to $106.8 million at October 31, 1996. Measured in terms of number of days' worth of cost of goods sold, inventory increased from 169 days' worth of inventory at the end of fiscal 1996 to 186 days' worth of inventory at October 31, 1996. This increase was primarily due to the build up of inventory for the rollout of Colonial Candle of Cape Cod and Mrs. Baker brand candles to Hallmark stores, the introduction of our new Ambria brand and build-up of inventory in anticipation of the end of year holiday season. As a result of shipments of products for the end of year season and the continued roll- out of Ambria during the third quarter, inventory decreased from 200 days' worth of inventory at July 31, 1996 to 186 days' worth at October 31, 1996. After giving effect to these recent fluctuations, the Company expects to manage its inventory in the ordinary course to meet increased demand and to improve customer service. Accounts receivable increased $31.8 million, or 127.7%, from $24.9 million at the end of fiscal 1996 to $56.7 million at October 31, 1996. Such increase is due to normal seasonal fluctuation and expanded sales. As compared to October 31, 1995 accounts receivable at October 31, 1996 increased $13.0 million or 29.7%. Accounts payable and accrued expenses increased $21.6 million, or 57.1%, from $37.8 million at the end of fiscal 1996 to $59.4 million at October 31, 1996. The increase in accounts payable and accrued expenses is attributable to the increases in operating assets and the Company's overall growth. The increase in the Company's outstanding balance under its revolving credit facility at October 31, 1996 is attributable to working capital and capital expenditure needs. In addition, in October 1995, the Company used a portion of the proceeds of its secondary offering of equity securities to pay an outstanding amount under the revolving credit facility. Capital expenditures for property, plant and equipment were $27.6 million in the first nine months of fiscal 1997. Capital expenditures were primarily investments in new plant and equipment and improvements to existing plant and equipment. The Company anticipates total capital spending of approximately $50.0 million for fiscal 1997, of which approximately $18.0 million will be used for a new distribution facility in Elkin, North Carolina, approximately $25.0 million will be used for machinery and equipment, including machinery and equipment for the new facilities and upgrades to machinery and equipment in existing facilities, and approximately $7.0 million will be used for information systems and office expansion. The Company announced the groundbreaking of its new candle manufacturing facility in the United Kingdom for which capital expenditures are expected to total approximately $20.0 million with most of this spending occurring in fiscal 1998. In addition, during fiscal 1998, the Company expects that it will be required to make further substantial capital expenditures for increased manufacturing and distribution capacity. The Company has grown in part through acquisitions and, as part of its growth strategy, the Company expects to continue from time to time in the ordinary course of its business to evaluate and pursue opportunities to acquire other companies, assets and product lines that either complement or expand its existing business. The Company expects to effect one or more such acquisitions in the next twelve months, although the Company currently has no arrangements, agreements or understandings with respect to any such acquisitions. In the first nine months of fiscal 1996, the Company expended an aggregate of $8.9 million in connection with its acquisition of a product line from Hallmark Cards, Incorporated and the Company's increase in equity ownership in two of the Company's subsidiaries. PAGE 11 OF 15 LIQUIDITY AND CAPITAL RESOURCES (CONTINUED): The Company's primary capital requirements are for working capital to fund the increased inventory and accounts receivable to sustain the Company's sales growth and for capital expenditures (including capital expenditures related to planned facilities expansion). The Company is building its inventory to meet increased demand. The Company believes that cash on hand, cash from operations and available borrowings under the Credit Facility described below, will be sufficient to fund its operating requirements, capital expenditures and all other obligations for the next twelve months. However, the Company anticipates that it will finance up to $20.0 million for construction and equipment for the new Elkin, North Carolina distribution facility in the form of a term loan. In addition, the Company plans to finance approximately $15.0 million in the form of a pound denominated term loan for construction and equipment for the new U.K. candle manufacturing facility. In July 1996, the Company extended and improved the terms of it's credit facility (the "Credit Facility") with Harris Trust and Savings Bank ("Harris") and the Bank of America Illinois (together with Harris, the "Banks") through July 21, 1998. Pursuant to the Credit Facility the Banks have agreed, subject to certain conditions, to provide an unsecured revolving credit facility to the Company in an aggregate amount of up to $21.0 million to fund ongoing working capital requirements, letter of credit requirements and general corporate purposes of the Company. Amounts which may be outstanding under the Credit Facility bear interest, at the Company's option, at Harris' prime rate (8.25% at October 31, 1996) or at LIBOR plus 0.40%. In connection with the Credit Facility, the Company pays a commitment fee of 0.125% per annum on the unused portion of the revolving credit facility. The Credit Facility contains standard covenants, including maintenance of certain financial ratios and limitations on certain restricted payments, including dividends. The Company does not believe that such covenants will have a material adverse effect on its operations. Net cash used in operating activities amounted to $5.5 million in the first nine months of fiscal 1997 an improvement of $4.4 million when compared to $9.9 million in the first nine months of fiscal 1996. At October 31, 1996, $6.8 million was outstanding under the Credit Facility and approximately $1.9 million face amount of letters of credit were outstanding under the Credit Facility as of October 31, 1996. PAGE 12 OF 15 Part II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None PAGE 13 OF 15 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11. Statement regarding computation of per share earnings 27. Financial data schedule as of and for the period ended October 31, 1996 (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Company during the fiscal quarter ended October 31, 1996. PAGE 14 OF 15 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. BLYTH INDUSTRIES, INC. Date: December 12, 1996 By:/s/ Robert B. Goergen -------------------------------- Robert B. Goergen Chief Executive Officer Date: December 12, 1996 By:/s/ Howard E. Rose -------------------------------- Howard E. Rose Chief Financial Officer PAGE 15 OF 15 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE NO. 11. Statement regarding computation of per share earnings. 27. Financial data schedule as of and for the period ended October 31, 1996