1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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) (513) 866-6251 (Registrant's telephone number, including area code) No Change (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 --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding Shares: 13,471,542 as of August 5, 1996 ------------------- ----------------------- "Index of Exhibits" is page 10 herein Page 1 of 10 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED). COMPANY FOR WHICH REPORT IS FILED: HUFFY CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (Dollar Amounts in Thousands, Except Per Share Data) Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 1996 1995 1996 1995 ------------ ------------ ------------ ------------ Net sales $ 199,555 $ 200,401 $ 386,088 $ 401,054 Cost of sales 162,333 170,545 314,043 334,772 ------------ ------------ ------------ ------------ Gross profit 37,222 29,856 72,045 66,282 Selling, general and administrative expenses 28,834 24,818 56,839 51,824 Restructuring costs -- 2,115 -- 2,115 ------------ ------------ ------------ ------------ Operating profit 8,388 2,923 15,206 12,343 Other expense (income) Interest expense 2,022 2,232 3,819 4,541 Interest income (21) (23) (38) (66) Other (279) 53 (217) -- ------------ ------------ ------------ ------------ Earnings before income taxes 6,666 661 11,642 7,868 Income taxes 2,068 312 4,124 3,104 ------------ ------------ ------------ ------------ Net earnings 4,598 349 7,518 4,764 ============ ============ ============ ============ Earnings per common share: Weighted average number of common shares 13,513,558 13,419,071 13,487,457 13,414,229 ============ ============ ============ ============ Net earnings per $0.34 $0.03 $0.56 $0.36 common share ============ ============ ============ ============ See accompanying notes to interim consolidated financial statements. Page 2 of 10 3 HUFFY CORPORATION CONSOLIDATED BALANCE SHEETS (Dollar Amounts In Thousands) June 30, December 31, 1996 1995 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 112 $ 2,558 Accounts and notes receivable, net 116,256 81,242 Inventories 74,942 65,175 Prepaid expenses and federal income taxes 13,097 14,463 ----------- ---------- Total current assets 204,407 163,438 ----------- ---------- Property, plant and equipment, at cost 220,086 214,240 Less accumulated depreciation and amortization (130,767) (121,149) ----------- ---------- Net property, plant and equipment 89,319 93,091 Excess of cost over net assets acquired, net 24,555 24,953 Deferred federal income taxes 9,166 9,166 Other assets 7,467 7,898 ----------- ---------- $ 334,914 $ 298,546 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable 8,670 5,750 Current installments of long-term obligations 7,625 7,685 Accounts payable 57,644 39,856 Accrued expenses and other current liabilities 53,769 47,058 ----------- ---------- Total current liabilities 127,708 100,349 ----------- ---------- Long-term obligations, less current installments 51,132 51,236 Other long-term liabilities 33,964 30,857 ----------- ---------- Total liabilities 212,804 182,442 ----------- ---------- Shareholders' equity: Preferred stock -- -- Common stock 16,298 16,213 Additional paid-in capital 61,251 60,644 Retained earnings 81,015 75,701 Less: cost of treasury shares (36,454) (36,454) ----------- ---------- Total shareholders' equity 122,110 116,104 ----------- ---------- $ 334,914 $ 298,546 =========== ========== See accompanying notes to interim consolidated financial statements. Page 3 of 10 4 HUFFY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar Amounts in Thousands) Six Months Ended June 30, ------------------------- 1996 1995 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 7,518 $ 4,764 Adjustments to reconcile net earnings to net cash used in operating activities: Provision for restructuring -- 2,115 Depreciation and amortization 12,155 11,682 Loss on sale of property, plant and equipment -- 7 Changes in assets and liabilities: Accounts and notes receivable, net (35,014) (19,068) Inventories (9,767) (2,559) Prepaid expenses and Federal income taxes 1,366 882 Other assets (286) (596) Accounts payable 17,788 11,501 Accrued expenses and other current liabilities 6,704 (6,564) Other long-term liabilities 3,107 604 Other 94 109 ---------- -------- Net cash provided by operating activities 3,665 2,877 ======================================================================================================= CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (7,284) (15,477) Proceeds from sale of property, plant and equipment 16 12 ---------- -------- Net cash used in investing activities (7,268) (15,465) ======================================================================================================= CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in short-term borrowings 2,920 17,890 Issuance of long-term obligations 3 38 Reduction of long-term debt (167) (49) Issuance of common shares 692 308 Purchase of treasury shares -- (2,447) Dividends paid (2,291) (2,290) ---------- -------- Net cash provided by financing activities 1,157 13,450 ======================================================================================================= Net change in cash and cash equivalents (2,446) 862 Cash and cash equivalents: Beginning of the year 2,558 1,604 ---------- -------- End of the six month period $ 112 $ 2,466 ======================================================================================================= See accompanying notes to interim consolidated financial statements. Page 4 of 10 5 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Dollar Amounts in Thousands) Note 1: Footnote disclosure which would substantially duplicate the disclosure contained in the Annual Report to Shareholders for the year ended December 31, 1995 has not been included. The unaudited interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to a fair statement of the results for the periods presented and to present fairly the consolidated financial position of Huffy Corporation as of June 30, 1996. All such adjustments are of a normal recurring nature. Note 2: Inventories of Huffy Bicycle Company and Huffy Sports Company are valued using the dollar value LIFO method and, as a result, it is impractical to separate inventory values between raw materials, work-in-process and finished products on an interim basis. Page 5 of 10 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 (Dollar Amounts in Thousands, Except Per Share Data) NET EARNINGS Net earnings for Huffy Corporation ("Huffy" or "Company") for the quarter ended June 30, 1996 were $4,598, compared to $349 for the same period last year. Net earnings per share for the second quarter of 1996 were $0.34 per common share compared to $0.03 per share for the same period in 1995. Earnings for the second quarter of 1995 included a charge of $2,115, or $0.10 per common share, to reflect the cost to reduce the fixed cost employment structure at Huffy Bicycle Company, and to reengineer and reduce the Company's corporate office staff. The increase in net earnings is primarily due to a company-wide focus on low cost production and increased sales of both lawn and garden and juvenile products. Net earnings for the six months ended June 30, 1996 were $7,518, compared to $4,764 for the same period last year. Net earnings per common share for the six months ended June 30, 1996 were $0.56 per common share, compared to $0.36 per common share for the same period last year. Net earnings for 1995 include a one-time restructuring charge of $2,115, or $0.10 per common share. NET SALES Net sales for the quarter ended June 30, 1996 were $199,555, down slightly from the net sales level of $200,401 for the same quarter in 1995. Net sales for the six months ended June 30, 1996 were $386,088, a 3.7% decrease from net sales of $401,054 for the same period last year. During the second quarter and for the six months ended June 30, 1996, net sales in the Consumer Products segment were positively impacted by increased sales at both True Temper Hardware Company and Gerry Baby Products Company reflecting market share gains as a result of new product introductions and increased market penetration in existing product lines. Net sales in this segment were negatively impacted by a heavier mix of juvenile and promotional products at Huffy Bicycle Company and lower demand at Huffy Sports Company, resulting from unseasonal weather during the Spring selling season. In the Services for Retail segment, net Page 6 of 10 7 sales increased primarily as a result of continued market share gains in the non-bike and in-home assembly business at Huffy Service First and increased market penetration at Washington Inventory Service. GROSS PROFIT Gross profit for the quarter ended June 30, 1996 was $37,222, up from the $29,856 achieved in the second quarter of 1995. Expressed as a percentage of net sales, gross profit for the second quarter of 1996 was 18.7% compared to 14.9% for the second quarter of 1995. The increase in gross profit in the Consumer Products segment occurred primarily at Huffy Bicycle Company. Gross profit at Huffy Bicycle Company increased with improved productivity at the Farmington, Missouri facility and lower labor costs at the Celina, Ohio facility. The increase in gross profit dollars at Huffy Bicycle Company was partially offset by a decrease in gross profit dollars at Huffy Sports Company resulting from lower sales volume. In the Services for Retail segment, gross margin increased primarily due to improved labor efficiency at Washington Inventory Service. Gross profit for the six months ended June 30, 1996 was $72,045, or 18.7% of net sales, versus $66,282, or 16.5% of net sales for the same period in 1995. In the Consumer Products segment the increase was due primarily to lower production costs at Huffy Bicycle Company and productivity gains at True Temper Hardware Company. In the Services for Retail segment gross profit margins improved from 1995 levels due primarily to increased productivity at Washington Inventory Service. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses were $28,834 for the second quarter of 1996, compared to $24,818 for the same period of 1995. For the six months ended June 30, 1996, selling, general and administrative expenses were $56,839 versus $51,824 for the same period in 1995. The increase in selling, general and administrative expense for the quarter and six months ended June 30, 1996 is primarily due to increased advertising expenditures in the Consumer Products segment and higher incentive compensation accruals. LIQUIDITY AND CAPITAL RESOURCES There have been no other significant changes in the Company's liquidity and capital resources as of June 30, 1996 from those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The Company's balance sheet reflects fluctuations in both current assets and current liabilities attributable to seasonal changes in the operations of its businesses. Page 7 of 10 8 INTEREST EXPENSE Interest expense for the second quarter of 1996 was $2,022 versus $2,232 for the same quarter of 1995. Interest expense for the six months ended June 30, 1996 was $3,819, or $722 lower than interest expense for the same period of 1995. This decrease in interest expense is due primarily to principal reductions in long-term debt and reduced levels of short-term borrowings. PART II -- OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits - The Exhibits, as shown in the "Index of Exhibits", attached hereto as page 10, are filed as a part of this Report. b. During the quarter ended June 30, 1996, the Company filed one report on Form 8-K, dated June 17, 1996, setting forth a cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. Page 8 of 10 9 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. HUFFY CORPORATION, registrant August 13, 1996 /s/ Timothy G. Howard - ------------------------------- ------------------------ Date Timothy G. Howard Vice President - Corporate Controller (Principal Accounting Officer) Page 9 of 10 10 INDEX OF EXHIBITS Exhibit No. Item (2) Not applicable (3) Not applicable (4) Not applicable (10) Not applicable (11) Not applicable (15) Not applicable (18) Not applicable (19) Not applicable (22) Not applicable (23) Not applicable (24) Not applicable (27) Financial Data Schedule (99) Not applicable Page 10 of 10