1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from______to________
Commission file number 1-5325
HUFFY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0326270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 866-6251
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 the 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. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, as of February 29, 1996, was $142,671,617.
The number of shares outstanding of each of the registrant's classes of Common
Stock, as of February 29, 1996, was 13,481,066.
"Index of Exhibits" at page 16 of this Report
-1-
2
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
1. The Huffy Corporation Annual Report to Shareholders for the year ended
December 31, 1995. Only such portions of the Annual Report as are
specifically incorporated by reference under Parts I, II and IV of this
Report shall be deemed filed as part of this Report.
2. The Huffy Corporation Proxy Statement for its Annual Meeting of
Shareholders on April 26, 1996, definitive copies of which have been
filed with the Commission. Only such portions of the Proxy Statement as
are specifically incorporated by reference under Part III of this Report
shall be deemed filed as part of this Report.
-----------------
-2-
3
PART I
ITEM 1. BUSINESS
Huffy Corporation, an Ohio corporation, and its subsidiaries (collectively
called "Huffy" or the "Company") are engaged in the design, manufacture and
sale of Consumer Products and the furnishing of Services for Retail. The
Company's executive offices are located in Miamisburg, Ohio and its principal
business offices and/or manufacturing facilities are located in San Diego,
California; Thornton, Colorado; Farmington, Missouri; Miamisburg and Celina,
Ohio; Camp Hill and Harrisburg, Pennsylvania; Waukesha and Suring, Wisconsin;
and Whites Cross, Cork, Ireland.
The general development of business within each business segment (Consumer
Products and Services for Retail) is discussed in more detail below. See also
Part IV herein for financial information relating to each such business
segment.
CONSUMER PRODUCTS
Gerry Baby Products Company, Gerry Wood Products Company
(collectively, the "Gerry Companies"), Huffy Bicycle Company, Huffy
Sports Company, and True Temper Hardware Company comprise the Consumer
Products segment of the Company. Principal products within this
business segment include juvenile products, bicycles, basketball
backboards and related products, and lawn and garden tools. Sales of
juvenile products, which also include 12" and 16" bicycles and
juvenile indoor basketball units, represented 20.7 percent, 21.0
percent, and 19.8 percent of consolidated revenues of the Company for
the years ended December 31, 1995, 1994, and 1993. Sales of adult
bicycles represented 33.8 percent, 36.9 percent, and 41.3 percent of
consolidated revenues of the Company for the years ended December 31,
1995, 1994, and 1993. Sales of adult basketball backboards, poles,
goals and related products represented 12.2 percent and 10.8 percent
of consolidated revenues of the Company for the years ended December
31, 1995 and 1994. Sales of lawn and garden tools represented 12.4
percent, 12.1 percent, and 13.6 percent of consolidated revenues of
the Company for the years ended December 31, 1995, 1994, and 1993.
Although to date the export business is not significant, the companies
in the Consumer Products segment participate in various foreign
markets and are actively involved in expanding export volume.
a. Products, Marketing and Distribution
------------------------------------
The Gerry Companies: Gerry Baby Products Company ("GBPC") and
Gerry Wood Products Company ("GWPC") which manufacture juvenile
products are both direct subsidiaries of the Company. The Gerry
Companies' headquarters and GBPC's principal manufacturing
facilities are located in Thornton, Colorado. GWPC is a
manufacturer of juvenile wooden products and is located in
Suring, Wisconsin. The "Gerry" and "Snugli" names are two
prominent brand names in the industry. Gerry(R) baby products
include a wide range of market entries, including car seats,
infant carriers, frame carriers, security gates, toilet
trainers, electronic baby monitors, and a broad line of various
wood juvenile products including high chairs, cribs, changing
tables and security gates sold under the "Nu-Line" brand name
prior to 1992 and under the Gerry(R) brand name since 1992.
Snugli(R) baby products include infant carriers. All of these
juvenile products have wide distribution; the products are
marketed through all of the retail channels that sell juvenile
products: toy chains, warehouse clubs, catalog showrooms,
national and regional high volume retailers, and specialty
shops. In 1994, the Company discontinued
-3-
4
its assembly operations at its facilities located in Vancouver,
British Columbia which prior thereto had been operated through an
indirect subsidiary of the Company, Snugli-Canada, Ltd. In 1987, GBPC
entered into a joint venture known as Takata-Gerico Corporation
("TGC"), with Takata Corporation of Japan, to manufacture children's
car seats in the United States for distribution by GBPC. The joint
venture was subsequently terminated by the parties' mutual agreement
in 1992, and in connection with such termination GBPC purchased
certain assets of TGC.
Huffy Bicycle Company: The Huffy(R) bicycle brand is the
largest selling brand of bicycles sold in the United States. The full
line of Huffy(R) bicycles is produced by Huffy Bicycle Company, a
division of the Company, whose manufacturing facilities are located in
Celina, Ohio, and Farmington, Missouri. In 1994, Huffy Bicycle
Company opened the bicycle manufacturing facility in Farmington,
Missouri, to increase manufacturing flexibility, capacity and market
share, and to reduce costs. Included in the Huffy(R) bicycle line are
adult all purpose bicycles; adult all terrain bicycles; a series of
innovative boys' and girls' 20" bicycles; and a series of popular
children's 12" and 16" sidewalk bicycles. Huffy(R) bicycles are
extensively advertised and are sold predominantly through national and
regional high volume retailers, a distribution network accounting for
approximately 75 to 80 percent of all bicycles sold in the United
States. Approximately 90 percent of Huffy Bicycle Company's bicycles
are sold under the Huffy(R) brand name with the balance being sold
under private label brands.
Huffy Sports Company: Huffy Sports Company, a division of the
Company located in Waukesha, Wisconsin, is the leading supplier of
basketball backboards, poles, goals, and related products and juvenile
indoor portable basketball units for use at home. Huffy Sports Company
products, many of which bear the logo of the National Basketball
Association ("NBA") as well as the Huffy Sports(R) trademark, are sold
predominately through national and regional high volume retailers
in the United States.
True Temper Hardware Company: True Temper Hardware Company, a
wholly-owned subsidiary of the Company, is headquartered in Camp Hill,
Pennsylvania. True Temper Hardware Company is one of three leading
suppliers of non-powered lawn and garden tools and snow tools;
products include long-handled shovels, hoes, forks, wheelbarrows, snow
shovels, and rakes for use in the home and in agricultural, industrial
and commercial businesses. In 1994, True Temper Hardware Company
discontinued manufacturing spreaders and pruning tools and sold the
assets used to produce such products, including its Anderson, South
Carolina manufacturing facility. Manufacturing facilities are located
in Camp Hill and Harrisburg, Pennsylvania. True Temper Hardware
Company also owns four sawmill facilities located in Indiana, New
York, Pennsylvania, and Vermont. In addition, True Temper Limited,
an Irish Corporation and a wholly-owned subsidiary of the Company, has
offices and a manufacturing facility in Whites Cross, Cork, Ireland.
True Temper Hardware products are sold both directly, and through
wholesale distributors, to national and regional high volume retailers
and hardware stores. Over 81 percent of True Temper Hardware's
products are sold under the True Temper(R) and Jackson(R) names; the
remainder are sold under other names or under private labels. During
1994 and 1995, the Company substantially completed a plan to
restructure the True Temper lawn and garden tool business to address
inefficiencies in the manufacturing process and to improve future
profitability of True Temper Hardware Company.
-4-
5
b. Suppliers
---------
Basic materials such as raw steel, steel and aluminum tubing,
plastic, wood, fabric, resins, ash timber, and welding materials
used in the manufacturing operations are purchased primarily
from domestic sources. Alternate sources are available for all
critical products and components, but the sudden loss of any
major supplier could, on a temporary basis, cause a negative
effect on the segment's operations.
c. Patents, Trademarks and Licenses
--------------------------------
The patents, trademarks (including the registered trademarks
"Gerry", "Snugli", "Huffy", "Huffy Sports", "True Temper" and
"Jackson"), licenses (including the license to use the NBA logo)
and other proprietary rights of the companies in this segment
are deemed important to the Company. The loss by the Company of
its rights under any individual patent, trademark (other than
"Gerry", "Snugli", "Huffy" or "True Temper"), license or other
proprietary right used by this segment would not have a material
adverse effect on the Company or the segment. The loss of the
registered trademark "Gerry", "Snugli", "Huffy" or "True Temper"
could have a material adverse effect on the Company and this
segment. The Company has no reason to believe that anyone has
rights to either the "Gerry", "Snugli", "Huffy" or "True Temper"
trademark for the products in connection with which such
trademarks are used.
d. Seasonality and Inventory
-------------------------
Due to the relatively short lapse of time between placement of
orders for products and shipments, the Company normally does not
consider its backlog of orders as significant to this business
segment. Because of rapid delivery requirements of their
customers, the companies in this segment maintain significant
quantities of inventories of finished goods to meet their
customers' requirements. Juvenile products' sales, excluding
sales of juvenile bicycles, are not seasonal. Sales of juvenile
and adult bicycles are seasonal in that sales tend to be higher
in the Spring and Fall of each year. Basketball products tend
to have varying degrees of seasonality, none of which are
significant to the operations of the Company. Sales of lawn and
garden products and snow tools tend to be higher in the Spring
and Winter of each year, respectively.
e. Competition and Customers
-------------------------
There are numerous juvenile products competitors in the U.S.
market, six of which are deemed significant. The Gerry
Companies believe they are competitive because of their continued
efforts to provide innovative new products of high quality at
competitive costs and to support their products with outstanding
customer service. In the high volume retailer bicycle business,
Huffy Bicycle Company has numerous competitors in the United
States market, only two of which are deemed significant.
Although importers in the aggregate provide significant
competition, only one individual importer is deemed a significant
competitor. Even though competition among domestic manufacturers
and importers of bicycles is intense, Huffy Bicycle Company
believes it is cost competitive in the high volume retailer
bicycle market and maintains its position through continued
efforts to improve manufacturing efficiency and product value.
Huffy Bicycle Company's ability to provide its customers with low
cost, innovative new products has enabled it to maintain its
market position despite the marketing efforts of domestic
competitors and
-5-
6
competitors from Taiwan, China, and other nations. Huffy Sports
Company has several competitors, but only one is deemed
significant. Huffy Sports Company maintains its competitive
position by offering its customers high quality, innovative
products at competitive prices and by supporting its products
with outstanding customer service. True Temper Hardware Company
has numerous competitors in the United States and Canada, but
considers only two competitors significant. True Temper Hardware
Company believes it remains competitive by offering its
customers in the home use, agricultural, industrial, and
commercial markets competitively priced, high quality,
innovative products. The loss by the Consumer Products segment
of either of its two largest customers could result in a
material adverse effect on the segment.
SERVICES FOR RETAIL
Huffy Service First, Inc. ("HSF") and Washington Inventory Service
("WIS") each provide certain services to retailers. Inventory,
assembly, repair and merchandise services provided by WIS and HSF to
their customers represented 20.9 percent, 19.2 percent, and 15.8
percent of consolidated revenues of the Company for the years ended
December 31, 1995, 1994, and 1993, respectively.
a. Products, Marketing and Distribution
------------------------------------
Huffy Service First: HSF, a wholly-owned subsidiary of the
Company, headquartered in Miamisburg, Ohio, serves the needs of
major retailers in 50 states, Puerto Rico, Canada and the Virgin
Islands by providing in-store assembly, repair, and display
services for a variety of products, including among other
things, bicycles, barbeque grills, physical fitness equipment,
lawnmowers, and furniture. HSF is the only assembly service
business of this kind available to high volume retailers on a
nationwide basis. HSF also offers merchandising services
(product resets and periodic maintenance of displays) to
manufacturers who supply high volume retailers.
Washington Inventory Service: WIS, a wholly-owned subsidiary of
the Company, headquartered in San Diego, California, provides
physical inventory services on a nationwide basis to meet the
financial reporting and inventory control requirements of high
volume retailers, drug stores, home centers, sporting goods
stores, specialty stores and grocery stores.
b. Seasonality
-----------
The demand for services provided by this business segment is
seasonal in that assembly service demand is generally strongest
in Spring and at the Winter holiday season, and inventory
service demand is generally strongest in the first and third
calendar quarters of the year.
c. Competition and Customers
-------------------------
Although WIS has numerous competitors in the United States
market, only one is significant. HSF has numerous competitors
in the United States market, none of which
-6-
7
is deemed significant. WIS and HSF believe they remain
competitive due to their nationwide network of operations,
competitive pricing and full service. The loss by the Services
for Retail Segment of either of its two largest customers could
result in a material adverse effect on the segment.
Sales to Wal-Mart Stores, Inc. and Kmart Corporation aggregated over ten
percent or more of the Company's consolidated revenues from each such customer
for the year ended December 31, 1995, and the loss of either one of these
customers could have a material adverse effect on the Company and its
subsidiaries as a whole.
The number of persons employed full-time by the Company (excluding seasonal
employees in the Services for Retail Segment) as of December 31, 1995, was
8,144 (3,388 employed by the Consumer Products Segment and 4,756 employed by
the Services for Retail Segment).
ITEM 2. PROPERTIES: Location and general character of the principal plants
and other materially important physical properties of the Company as
of January 1, 1996.
- ---------------------------------------------------------------------------------------------------------------------------------
Owned or
Expiration
Building Area Date
Location Description (Sq. Ft.) of Lease
- --------------------------------------------------------------------------------------------------------------------------------
San Diego, California Offices (Services for Retail) 30,000 2004(1)
Thornton, Colorado Offices, manufacturing and 386,000 2001(2)
warehouse facility
(Consumer Products)
Farmington, Missouri Offices, manufacturing and 412,052 2014(3)
warehouse facility
(Consumer Products)
Celina, Ohio Offices, manufacturing and 822,000 Owned
warehouse facility
(Consumer Products)
Miamisburg, Ohio Offices and display 47,000 2003(4)
facilities (Corporate and
Consumer Products)
Miamisburg, Ohio Offices and warehouse 42,682 2001(5)
facility (Services for
Retail)
Camp Hill, Pennsylvania Offices, manufacturing and 391,690 2012(6)
distribution facility
(Consumer Products)
Harrisburg, Pennsylvania Offices and manufacturing 254,329 Owned
facility (Consumer Products)
-7-
8
- -------------------------------------------------------------------------------------------------------------------------------
Owned or
Expiration
Building Area Date
Location Description (Sq. Ft.) of Lease
- -------------------------------------------------------------------------------------------------------------------------------
Suring, Wisconsin Offices and manufacturing 140,000 Owned
facility (Consumer Products)
Waukesha, Wisconsin Offices and manufacturing 123,500 2001(5)
facility (Consumer Products)
Whites Cross, Cork, Offices and manufacturing 70,000 Owned
Ireland facility (Consumer Products)
- -----------------
<FN>
(1) Subject to two consecutive options to renew for additional terms of
five years each.
(2) Subject to an option to purchase at the expiration of the lease.
(3) The City of Farmington, Missouri financed the acquisition of the
premises through the issuance of Industrial Development Revenue Bonds
(Huffy Corporation Project) Series 1994 in the aggregate principal
amount of $20,000,000 and leased the premises to the Company. The
Company has an option to purchase during the term or at expiration of
the lease.
(4) Subject to an option to purchase during the term of or at the
expiration of the lease, and if the option is not exercised at the
expiration of the lease, the Company automatically receives an
extension on the term for up to 12 months or until the property is
sold, whichever time period is shorter.
(5) Subject to one option to renew for an additional term of five years.
(6) Subject to one option to renew for an additional term of five years
and an option to purchase.
There are no encumbrances on the Celina, Ohio; Harrisburg, Pennsylvania;
Suring, Wisconsin; and Whites Cross, Cork, Ireland properties which are owned.
All of the Company's facilities are in good condition and are considered
suitable for the purposes for which they are used. The Camp Hill,
Pennsylvania; Celina, Ohio; and Suring, Wisconsin, manufacturing facilities
normally operate on a two full shift basis, with third shift operations
scheduled as needed to meet seasonal production requirements. The Farmington,
Missouri; Harrisburg, Pennsylvania; and Waukesha, Wisconsin manufacturing
facilities normally operate on a two full shift basis. The Thornton, Colorado;
and Whites Cross, Cork, Ireland, manufacturing facilities normally operate on a
one full shift basis.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party, nor is its property subject, to any material
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-8-
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The market information and other related security holder matters pertaining to
the Common Stock of the Company are incorporated herein by reference to pages
27 and 29 and notes 5 and 6 to the consolidated financial statements on pages
21 and 22 of the Company's Annual Report to Shareholders for the year ended
December 31, 1995.
ITEM 6. SELECTED FINANCIAL DATA
Selected unaudited financial data for each of the last 10 calendar years are
incorporated herein by reference to pages 8 and 9 of the Company's Annual
Report to Shareholders for the year ended December 31, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion and analysis of financial condition and results of operations are
incorporated herein by reference to pages 11 through 13, and note 4 to the
consolidated financial statements on pages 20 and 21 of the Company's Annual
Report to Shareholders for the year ended December 31, 1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial information included in the Company's Annual Report to
Shareholders for the year ended December 31, 1995, is set forth on pages 10 and
14 through 27 thereof and is incorporated herein by reference. See also the
information contained in Item 14 of Part IV of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company
- ------------------------
The name, age and background information for each of the Company's Directors is
incorporated herein by reference to the section entitled ELECTION OF DIRECTORS
and the table therein contained in the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders.
Executive Officers of the Company
- ---------------------------------
The Executive Officers are elected annually to their respective positions,
effective at the April meeting of the Board of Directors. The Executive
Officers of the Company at February 1, 1996, were as follows:
-9-
10
- ----------------------------------------------------------------------------------------------------------------
Name Age Position Officer Since
- ----------------------------------------------------------------------------------------------------------------
Thomas A. Frederick 41 Vice President - Finance and December, 1994
Chief Financial Officer
Timothy G. Howard 49 Vice President - Controller September, 1978
Nancy A. Michaud 49 Vice President - General February, 1993
Counsel and Secretary
Richard L. Molen 55 Chairman of the Board, January, 1979
President and Chief Executive
Officer
Pamela J. Whipps 42 Vice President - Treasurer February, 1994
Prior to being elected an Executive Officer in December, 1994, Mr. Frederick
was President and General Manager of Huffy Service First, Inc. from 1992;
prior thereto, he served as Vice President - Controller of Huffy Service First,
Inc. from 1990 to 1992. Prior to being elected Vice President - General
Counsel and Secretary, Ms. Michaud was Vice President - General Counsel and
Assistant Secretary of the Company from February, 1994 to July, 1994; prior
thereto, Ms. Michaud was General Counsel and Assistant Secretary of the Company
from February, 1993 to February, 1994; prior thereto, Ms. Michaud served as
Senior Counsel of the Company. Prior to being elected Chairman of the Board,
President and Chief Executive Officer of the Company in 1994, Mr. Molen was
President and Chief Executive Officer of the Company from 1993 to 1994; prior
thereto, Mr. Molen served as President and Chief Operating Officer of the
Company. Prior to being elected Vice President - Treasurer, Ms. Whipps was
Treasurer and Director of Investor Relations from February, 1994 to November,
1994; prior thereto, Ms. Whipps served as Assistant Treasurer and Manager
Investor Relations of the Company from 1990 to February, 1994.
ITEM 11. EXECUTIVE COMPENSATION
Information on executive compensation is incorporated by reference to the
sections entitled EXECUTIVE COMPENSATION and the tables therein, contained on
pages 11 through 14 in the Company's Proxy Statement for its 1996 Annual
Meeting of Shareholders. Notwithstanding anything to the contrary set forth
herein or in any of the Company's previous filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate future filings, including this Form 10-K, the REPORT OF
COMPENSATION COMMITTEE which begins on page 8 and ends on page 10 and the graph
which is set forth on page 14 in the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders are not deemed to be incorporated by reference
in this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares of Common Stock of the Company beneficially owned by each
Director and by all Directors and Officers as a group as of February 1, 1996,
is incorporated herein by reference to the section entitled SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, and the table therein, contained
on pages 6 through 8 in the Company's Proxy Statement for its 1996 Annual
Meeting of Shareholders.
-10-
11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information on certain transactions with management is incorporated herein by
reference to the section entitled CERTAIN RELATIONSHIPS AND OTHER RELATED
TRANSACTIONS contained on page 11 in the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents
(1) The following Consolidated Financial Statements of the Company
included in the Company's Annual Report to Shareholders are
incorporated by reference as part of this Report at Item 8 hereof:
Consolidated Balance Sheets as of December 31, 1995, and
1994.
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994, and 1993.
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993.
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1995, 1994, and 1993.
Notes to Consolidated Financial Statements.
The Annual Report to Shareholders for the year ended December 31,
1995, is not deemed to be filed as part of this Report, with the
exception of the items incorporated by reference in Items 1, 5, 6,
7 and 8 of this Report and those financial statements and notes
thereto listed above.
(2) The Accountants' Report on Consolidated Financial Statements and
the following Financial Statement Schedule of the Company is
included as part of this Report at Item 8 hereof:
Schedule II. Valuation and Qualifying Accounts -
years ended December 31, 1995, 1994, and 1993.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
(3) The exhibits shown in "Index to Exhibits" are filed as a part of
this Report.
(b) Reports on Form 8-K
-------------------
During the fiscal quarter ended December 31, 1995, the Company filed no
report on Form 8-K.
-11-
12
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.
HUFFY CORPORATION
By /s/ Richard L. Molen Date: March 19, 1996
--------------------------
Richard L. Molen
Chairman of the Board, President
and Chief Executive 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.
/s/ Richard L. Molen Date: March 19, 1996
- ----------------------------
Richard L. Molen
Chairman of the Board, President and
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Thomas A. Frederick Date: March 19, 1996
- ----------------------------
Thomas A. Frederick
Vice President - Finance and Chief
Financial Officer (Principal
Financial Officer)
/s/ Timothy G. Howard Date: March 19, 1996
- ----------------------------
Timothy G. Howard
Vice President - Controller
(Principal Accounting Officer)
/s/ Thomas D. Gleason Date: February 14, 1996
- ----------------------------
Thomas D. Gleason, Director
/s/ William K. Hall Date: February 14, 1996
- ---------------------------
William K. Hall, Director
/s/ Stephen P. Huffman Date: February 14, 1996
- ---------------------------
Stephen P. Huffman, Director
/s/ Linda B. Keene Date: February 14, 1996
- ---------------------------
Linda B. Keene, Director
-12-
13
/s/ Jack D. Michaels Date: February 14, 1996
- ----------------------------
Jack D. Michaels, Director
/s/ Donald K. Miller Date: February 14, 1996
- ----------------------------
Donald K. Miller, Director
/s/ James F. Robeson Date: February 14, 1996
- ----------------------------
James F. Robeson, Director
/s/ Patrick W. Rooney Date: February 14, 1996
- ----------------------------
Patrick W. Rooney, Director
/s/ Geoffrey W. Smith Date: February 14, 1996
- ----------------------------
Geoffrey W. Smith, Director
/s/ Thomas C. Sullivan Date: February 14, 1996
- ---------------------------
Thomas C. Sullivan, Director
/s/ Fred G. Wall Date: February 14, 1996
- ----------------------------
Fred G. Wall, Director
-13-
14
INDEPENDENT AUDITORS' REPORT
----------------------------
ON FINANCIAL STATEMENT SCHEDULE
-------------------------------
The Board of Directors,
Huffy Corporation:
Under date of February 15, 1996, we reported on the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1995, and 1994, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995, as contained in the 1995 Annual Report to Shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year 1995. In connection
with our audits of the aforementioned consolidated financial statements, we
also have audited the related consolidated financial statement schedule as
listed in Part IV, Item 14(a)(2) of Form 10-K. The financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statement schedule based on our
audits.
In our opinion, such 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.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
February 15, 1996 ____________________________
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors,
Huffy Corporation:
We consent to the incorporation by reference in the Registration Statements,
and the Prospectuses constituting part thereof, of (i) the Form S-8
Registration Statement (No. 2-95128) pertaining to the 1984 Stock Option Plan;
(ii) the Form S-8 Registration Statement (No. 33-25487) pertaining to the 1988
Stock Option Plan and Restricted Share Plan; (iii) the Form S-8 Registration
Statement (No. 33-25143) pertaining to the 1987 Director Stock Option Plan;
(iv) the Form S-8 Registration Statement (Nos. 33-28811, 33-42724) pertaining
to the 1989 Employee Stock Purchase Plan; (v) the Form S-8 Registration
Statement (No. 33-44571) pertaining to five company savings plans and (vi) the
Form S-8 Registration Statement (No. 33-60900) pertaining to the W.I.S. Savings
Plan of our report dated February 15, 1996, relating to the consolidated
balance sheets of Huffy Corporation and subsidiaries as of December 31, 1995
and 1994 and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the 1995 Annual Report to
Shareholders, which is incorporated by reference in the Company's 1995 Annual
Report on Form 10-K and our report dated February 15, 1996, relating to the
financial statement schedule for each of the years in the three-year period
ended December 31, 1995, which report appears in the Company's 1995 Annual
Report on Form 10-K. Our report refers to a change in the method of accounting
for postemployment benefits in 1993.
/s/ KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
March 18, 1996
-14-
15
HUFFY CORPORATION
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(DOLLAR AMOUNTS IN THOUSANDS)
BALANCE AT ADDITIONS CHARGED BALANCE
BEGINNING TO COSTS AND DEDUCTIONS AT END
OF PERIOD EXPENSES (NOTE) OF PERIOD
----------- ----------------- ------------ -----------
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts:
Year ended December 31, 1995 $1,783 726 (720) 1,789
Year ended December 31, 1994 $2,382 - (599) 1,783
Year ended December 31, 1993 $2,208 1,921 (1,747) 2,382
Inventory obsolescence:
Year ended December 31, 1995 $2,843 2,902 (3,427) 2,318
Year ended December 31, 1994 $6,171 2,083 (5,411) 2,843
Year ended December 31, 1993 $1,108 7,430[1] (2,367) 6,171[1]
Reserves which support the balance sheet
caption, Reserves
Restructuring Reserve:
Year ended December 31, 1995 $2,033 2,152[2] (2,355) 1,830
Year ended December 31, 1994 $9,296 - (7,263) 2,033
Year ended December 31, 1993 -0- 9,296[3] - 9,296
Note: Represents accounts written off, less recoveries for allowance for doubtful accounts.
Represents inventory written off, less scrap value for inventory obsolescence.
- ------------
<FN>
[1]Includes $4,080 of charges for estimated obsolete inventory as a result of the decision to restructure the Company's lawn and
garden tools business.
[2]Represents net restructure charge for personnel reductions and the negotiation of a concessionary labor contract.
[3]Represents estimated charges relating to the restructuring of the Company's lawn and garden tools business.
-15-
16
INDEX TO EXHIBITS
-----------------
Exhibit Form 10-K
No. Exhibits
- ------- ------------------------------------------------------------------ ---------
3.a Amended Articles of Incorporation, dated June 16, 1995, *
incorporated by reference to Exhibit (3)(i) to Form 10-Q for the
quarter ended June 30, 1995
3.b Code of Regulations, as amended, dated April 28, 1995, incorporated *
by reference to Exhibit (3)(ii) to Form 10-Q for the quarter ended
June 30, 1995
4.a Specimen Common Stock Certificate of Huffy Corporation ***
4.b Note Purchase Agreement, dated June 24, 1988, among Huffy *
Corporation, The Prudential Insurance Company of America and Pruco
Life Insurance Company, incorporated by reference to Exhibit (4) to
Form 10-Q for the fiscal quarter ended June 30, 1988
4.c Amendment, dated as of December 20, 1993, to Note Purchase *
Agreement, dated June 24, 1988, among Huffy Corporation, The
Prudential Insurance Company of America and Pruco Life Insurance
Company, incorporated by reference to Exhibit (4)(c) to Form 10-K
for the fiscal year ended December 31, 1993
4.d Rights Agreement, dated as of December 16, 1988, between Huffy *
Corporation and Bank One, Indianapolis, National Association,
incorporated by reference to Exhibit (4)(n) to Form 10-K for the
fiscal year ended December 31, 1988
4.e Amendment, dated as of August 23, 1991, to Rights Agreement, dated *
as of December 16, 1988, between Huffy Corporation and Bank One,
Indianapolis, National Association, incorporated by reference to
Form 8-K, dated August 23, 1991
4.f Amendment, dated as of December 9, 1994, to Rights Agreement, dated *
as of December 16, 1988, as amended August 23, 1991, between Huffy
Corporation and Bank One, Indianapolis, National Association,
incorporated by reference to Form 8-K, dated December 22, 1994
4.g Note Agreement, dated as of December 1, 1990, among Huffy *
Corporation and Nationwide Life Insurance Company, Employees Life
Insurance Company of Wausaw and Financial Horizons Life Insurance
Company in connection with the issuance and sale of $30,000,000
Huffy Corporation 9.62% Senior Notes, Series A, due December 1,
2000, incorporated by reference to Exhibit (4)(j) to Form 10-K for
the fiscal year ended December 31, 1990
- ------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-16-
17
4.h Credit Agreement, dated as of April 21, 1992, among Huffy *
Corporation, Bank One, Dayton, N.A., NBD Bank, N.A., Security
Pacific National Bank, and Society National Bank, individually and
as agent, in connection with revolving loans up to an aggregate
amount of $50,000,000 to Huffy Corporation, incorporated by
reference to Exhibit (4)(g) to Form 10-K for the fiscal year ended
December 31, 1992
10.a Lease, effective as of October 29, 1992, between SELCO Service *
Corporation and Gerry Baby Products Company, incorporated by
reference to Exhibit (10)(b) to Form 10-K for the fiscal year ended
December 31, 1992
10.b Lease, effective as of December 29, 1993, between SELCO Service *
Corporation and Huffy Corporation, incorporated by reference to
Exhibit (10)(c) to Form 10-K for the fiscal year ended December 31,
1993
10.c Special Deferred Compensation Agreements, as amended, between Huffy *
Corporation and certain of its officers and key employees, in
substantially the forms incorporated by reference to Exhibit (ix)
to Form 10-K for the fiscal year ended June 24, 1977, to Exhibit
(2) to Form 10-Q for the fiscal quarter ended September 23, 1983,
and to Exhibit (19)(c) to Form 10-Q for the fiscal quarter ended
September 30, 1986
10.d Deferred Compensation Agreements, as amended, between Huffy *
Corporation and certain of its officers and key employees, in
substantially the forms incorporated by reference to Exhibit (vi)
to Form 10-K for the fiscal year ended June 29, 1979, and to
Exhibit (3) to Form 10-Q for the fiscal quarter ended September 23,
1983
10.e Deferred Compensation Agreement For Director, as amended, between *
Huffy Corporation and certain of its directors, in substantially
the forms incorporated by reference to Exhibit (x) to Form 10-K for
the fiscal year ended June 27, 1980, as amended, and to Exhibit (1)
to Form 10-Q for the fiscal quarter ended September 23, 1983
10.f Form of Amendment to Deferred Compensation Agreement For Director, *
as amended, dated as of April 30, 1991, between Huffy Corporation
and a director, incorporated by reference to Exhibit (10)(o) to
Form 10-K for the fiscal year ended December 31, 1991
10.g Form of Deferred Compensation Agreement for Director, incorporated *
by reference to Exhibit (10)(p) to Form 10-K for the fiscal year
ended December 31, 1991
- ------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-17-
18
10.h Severance Pay Agreements, between Huffy Corporation and certain of *
its officers, as amended, in substantially the forms incorporated
by reference to Exhibit (xi) to Form 10-K for the fiscal year ended
June 27, 1980, and to Exhibit 10(n) to Form 10-K for the fiscal
year ended June 26, 1981
10.i Severance Pay Agreements, dated June 30, 1986, between Huffy *
Corporation and certain of its officers, in substantially the form
incorporated by reference to Exhibit (19)(a) to Form 10-Q for the
fiscal quarter ended June 30, 1986
10.j Description of Executive Medical Reimbursement Plan between Huffy *
Corporation and certain executive officers and key employees,
incorporated by reference to Exhibit (10)(n) to Form 10-K for the
fiscal year ended December 31, 1989
10.k Long Term Incentive Compensation Program ***
10.l Huffy Corporation 1984 Stock Option Plan, as amended, incorporated *
by reference to Exhibit A to the Company's Proxy Statement, dated
September 13, 1984, for the Annual Meeting of Shareholders held
October 19, 1984, and to Exhibit B to the Company's Proxy
Statement, dated March 13, 1992, for the Annual Meeting of
Shareholders held April 24, 1992
10.m Huffy Corporation Capital Accumulation Plan Participation *
Agreement, between Huffy Corporation and certain of its officers,
in substantially the forms incorporated by reference to
Exhibit (19)(a) to Form 10-Q for the fiscal quarter ended
September 30, 1985, and to Exhibit 19(b) to Form 10-Q for the
fiscal quarter ended September 30, 1986
10.n Huffy Corporation Capital Accumulation Program Participation *
Agreement, between Huffy Corporation and certain of its directors,
in substantially the forms incorporated by reference to
Exhibit (19)(b) to Form 10-Q for the fiscal quarter ended
September 30, 1985, and to Exhibit 19(b) to Form 10-Q for the
fiscal quarter ended June 30, 1986
10.o Huffy Corporation 1993 CEO Long-Term Performance Plan, effective as *
of January 1, 1993, between Huffy Corporation and Richard L. Molen,
incorporated by reference to Exhibit (10) to Form 10-Q for the
fiscal quarter ended June 30, 1993
10.p Description of supplemental group life insurance arrangement *
between Huffy Corporation and certain officers and key employees,
incorporated by reference to Exhibit (10)(aa) to Form 10-K for the
fiscal year ended December 31, 1991
- -------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-18-
19
10.q Description of financial planning and tax preparation services *
between Huffy Corporation and certain officers and key employees,
incorporated by reference to Exhibit (10)(dd) to Form 10-K for the
fiscal year ended December 31, 1993
10.r Profit Sharing Bonus Plan of Huffy Corporation for 1995 ***
10.s 1987 Restricted Stock Unit Agreement, dated as of January 1, 1987, *
between Huffy Corporation and Richard L. Molen, incorporated by
reference to Exhibit (10)(dd) to Form 10-K for the fiscal year
ended December 31, 1991
10.t Amendment No. 1 to 1987 Restricted Stock Unit Agreement dated July *
12, 1988, between Huffy Corporation and Richard L. Molen,
incorporated by reference to Exhibit (10)(cc) to Form 10-K for the
fiscal year ended December 31, 1988
10.u Amendment No. 2 to 1987 Restricted Stock Unit Agreement, dated as *
of April 30, 1991, between Huffy Corporation and Richard L. Molen,
incorporated by reference to Exhibit (10)(ff) to Form 10-K for the
fiscal year ended December 31, 1991
10.v Amendment No. 3 to 1987 Restricted Stock Unit Agreement dated as of *
July 12, 1991, between Huffy Corporation and Richard L. Molen,
incorporated by reference to Exhibit (10)(gg) to Form 10-K for the
fiscal year ended December 31, 1991
10.w Supplemental/Excess Benefit Plan, dated as of January 1, 1988, *
incorporated by reference to Exhibit (10)(aa) to Form 10-K for the
fiscal year ended December 31, 1987
10.x First Amendment to Huffy Corporation Supplemental/Excess Benefit *
Plan, effective as of January 1, 1988, incorporated by reference to
Exhibit (10)(ee) to Form 10-K for the fiscal year ended December
31, 1990
10.y Second Amendment to Huffy Corporation Supplemental/Excess Benefit *
Plan, dated as of June 30, 1991, incorporated by reference to
Exhibit (10)(y) to Form 10-K for the fiscal year ended December 31,
1994
10.z Third Amendment to Huffy Corporation Supplemental/Excess Benefit *
Plan, dated as of June 27, 1994, incorporated by reference to
Exhibit (10)(2) to Form 10-K for the fiscal year ended December 31,
1994
10.aa Huffy Corporation Master Benefit Trust Agreement as Restated, dated ***
June 9, 1995
- ------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-19-
20
10.bb Huffy Corporation 1987 Director Stock Option Plan, incorporated by *
reference to Exhibit 19(a) to Form 10-Q for the fiscal quarter
ended June 30, 1988
10.cc First Amendment to Huffy Corporation 1987 Director Stock Option *
Plan, effective as of April 30, 1991, incorporated by reference to
Exhibit (10)(nn) to Form 10-K for the fiscal year ended
December 31, 1991
10.dd Second Amendment to Huffy Corporation 1987 Director Stock Option *
Plan, effective as of December 15, 1991, incorporated by reference
to Exhibit (10)(oo) to Form 10-K for the fiscal year ended December
31, 1991
10.ee Huffy Corporation 1988 Stock Option Plan and Restricted Share Plan, *
as amended, incorporated by reference to Exhibit 19(b) to Form 10-Q
for the fiscal quarter ended June 30, 1988, and to Exhibit A to the
Company's Proxy Statement dated March 13, 1992 for the Annual
Meeting of Shareholders held April 24, 1992
10.ff Huffy Corporation 1990 Directors' Retirement Plan incorporated by *
reference to Exhibit (10)(qq) to Form 10-K for the fiscal year
ended December 31, 1991
10.gg Description of Huffy Corporation Executive Automobile Policy *
incorporated by reference to Exhibit (10)(ii) to Form 10-K for the
fiscal year ended December 31, 1994
OTHER FILINGS
- -------------
13 Certain sections of the Annual Report to Shareholders for fiscal ***
year ended December 31, 1995
19 Schedule of certain documents substantially identical to filed ***
documents with parties thereto and other material differing details
- ------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-20-
21
22 List of all direct and indirect Subsidiaries of the registrant:
Jurisdiction in
Name of Subsidiary which Incorporated
------------------ ------------------
Gerry Baby Products Company Delaware
Huffy FSC, Inc. Virgin Islands
Huffy International Finance, N.V. Netherland Antilles
Huffy Service First, Inc. Ohio
Gerry Wood Products Company Wisconsin
Snugli-Canada, Ltd. British Columbia, Canada
The Huffman Manufacturing Company Ohio
True Temper Hardware Company Ohio
True Temper Limited Whites Cross, Cork, Ireland
Washington Inventory Service California
27 Financial Data Schedules ***
- ------------
<FN>
* Indicates that the exhibit is incorporated by reference into this Annual Report on Form 10-K from a previous filing with the
Commission.
*** Indicates that the exhibit is included as part of this Annual Report on Form 10-K for the year ended December 31, 1995.
-21-