UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 $250
for the fiscal year ended December 30, 1995 or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
commission file number 0-6633
FOR BETTER LIVING, INC.
(Exact name of registrant as specified in its charter)
Delaware 5-2598411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13620 Lincoln Way, Suite 380
Auburn, California 95603
(Address of Principal Executive Offices) (Zip Code)
AREA CODE (916) 823-9600
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
NONE
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.05 Par Value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K
-----
The aggregate market value of voting stock held by nonaffiliates as of March 15,
1996 was $4,280,000.
Number of shares outstanding of each of the Registrant's classes of common stock
as of March 15, 1996:
Common Stock, $.05 Par Value -- 877,816 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Document Identification Reference Incorporated
------------------------ ----------------------
Annual Report to Shareholders for the Parts I, II and IV
fiscal year ended December 30, 1995.
Proxy Statement for Annual Meeting of Part III
Shareholders on May 8, 1996.
FOR BETTER LIVING, INC.
ANNUAL REPORT (FORM 10-K)
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995
PART I
ITEM 1. BUSINESS
The text appearing under the caption, "Business" on page 25 of the
Registrant's Annual Report to Shareholders for the fiscal year ended December
30, 1995 is incorporated herein by reference in accordance with the provisions
of Rule 12b-23.
ITEM 2. PROPERTIES
The following tabulation summarizes the approximate building and land
areas of the principal properties of the Registrant's operations as of December
30, 1995:
Owned Leased
------------------------------ ----------------------------------
Square Square
Ft. of Ft. of
Floor Acres of Floor Acres of Expiration
Line of Business Location Type Space Land Space Land Date
---------------- -------- ---- ----- ---- ----- ---- ----
Quikset Organization Irvine, CA Office 14,800 .8
Santa Ana, CA Plant 37,000 42.7 2034
Riverside, CA Plant 92,000 10.0 2003
Livermore, CA Plant 18,000 20.0 1999
San Diego, CA Plant 17,200 7.3 1996
Santa Paula, CA Plant 6,200 18.3 1997
Arlington, TX Plant 33,700 10.0
San Antonio, TX Plant 20,300 19.6
Katy, TX Plant 17,600 40.0
El Paso, TX Plant 24,000 20.0
Benton, AR Plant 12,100 15.6
Jonesboro, AR Plant 45,600 10.7 2002
Toccoa, GA Plant 17,100 12.8
Green Cove Springs, FL Plant 2,000 5.1
Magazine publications San Juan Capistrano, CA Office 16,400 1997
General office Auburn, CA Office 1,583 1998
<FN>
All of the above facilities are in good operating condition and
adequate for current business requirements.
</FN>
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The text and tabular presentation appearing under the caption, "Market
for the Registrant's Common Stock and Related Stockholder Matters" on page 27 of
the Registrant's Annual Report to Shareholders for the fiscal year ended
December 30, 1995 is incorporated herein by reference in accordance with the
provisions of Rule 12b-23.
ITEM 6. SELECTED FINANCIAL DATA
The tabular presentation appearing under the caption, "Selected
Financial Data" on page 28 of the Registrant's Annual Report to Shareholders for
the fiscal year ended December 30, 1995 is incorporated herein by reference in
accordance with the provisions of Rule 12b-23.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The text appearing under the caption, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" commencing on page 24
and ending on page 25 of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 30, 1995 is incorporated herein by reference in
accordance with the provisions of Rule 12b-23.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related Notes to Consolidated
Financial Statements and Independent Auditors' Report commencing on page 1 and
ending on page 23 of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 30, 1995 are incorporated herein by reference in
accordance with the provisions of Rule 12b-23.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 10-13. PART III
The information required by these items will be included in a definitive proxy
statement pursuant to Regulation 14A filed with the Commission not later than
120 days after the close of the fiscal year covered by this Report.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
Consolidated Balance Sheets as of December 30, 1995 and December 31,
1994 and the related Consolidated Statements of Operations, Stockholders' Equity
and Cash Flows for each of the three fiscal years in the period ended December
30, 1995, Notes to Consolidated Financial Statements and Independent Auditors'
Report commencing on page 1 and ending on page 23 of the Registrant's Annual
Report to Shareholders for the fiscal year ended December 30, 1995 are
incorporated herein by reference. With the exception of the pages referred to in
the preceding sentence and other information specifically incorporated by
reference in this Form 10-K, the Registrant's Annual Report to Shareholders for
the fiscal year ended December 31, 1994 is not deemed filed as a part of this
Report.
(2) Financial Statement Schedules:
Independent Auditors' Report on Schedules II Valuation and Qualifying
Accounts for the Fiscal Years Ended December 30, 1995, December 31, 1994 and
December 25, 1993. Financial statements and schedules not listed above are
omitted because of the absence of the conditions under which they are required
or because the information, if material, is set forth in the consolidated
financial statements or the notes thereto.
(3) The following Exhibits are filed as part of this Report:
Form 10-K
Exhibit
Number
------
13 Annual Report to Shareholders for the Fiscal Year Ended
December 30, 1995 (parts not incorporated by reference are
furnished for information purposes only and are not filed
herewith).
22 Subsidiaries of the Registrant.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the three months ended
December 30, 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FOR BETTER LIVING, INC.
(Registrant)
Date: March 15, 1996 By: KARL M. STOCKBRIDGE
-------------------
Karl M. Stockbridge
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
RICHARD G. FABIAN Chairman of the Board
- ----------------- (Principal Executive Office and Director) March 15, 1996
Richard G. Fabian
F. G. FABIAN, JR.
- ----------------- Chairman Emeritus and Director March 15, 1996
F. G. Fabian, Jr.
WILLIAM S. FARMER
- ----------------- Director March 15, 1996
William S. Farmer
DANNA LEWIS-GORDON
- ------------------ Director March 15, 1996
Danna Lewis-Gordon
KARL M. STOCKBRIDGE
- ------------------- Director March 15, 1996
Karl M. Stockbridge
PETER F. SULLIVAN
- ----------------- Director March 15, 1996
Peter F. Sullivan
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INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Stockholders and Board of Directors of
For Better Living, Inc.:
We have audited the consolidated financial statements of For Better Living, Inc.
and subsidiaries as of December 30, 1995 and December 31, 1994, and for each of
the three fiscal years in the period ended December 30, 1995, and have issued
our report thereon dated March 15, 1996; such financial statements and report
are included in your 1995 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedule of For Better Living, Inc. and subsidiaries, listed in Item
14. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Deloitte & Touche LLP
Costa Mesa, California
March 15, 1996
5
Schedule II
FOR BETTER LIVING, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 30, 1995,
DECEMBER 31, 1994 AND DECEMBER 25, 1993
- --------------------------------------------------------------------------------
(In thousands)
1995 1994 1993
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of fiscal year $ 841 $ 570 $ 838
Provision charged to income 230 424 159
Uncollectible receivables written off,
net of recoveries (324) (153) (427)
----- ----- -----
Balance at end of fiscal year $ 747 $ 841 $ 570
----- ----- -----
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