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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 27, 2002
Commission file number 1-5452
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 15-0405700
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
ONEIDA, NEW YORK 13421
(Address of principal executive offices) (Zip code)
(315) 361-3636
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 issuer's classes of
common stock as of September 9, 2002: 16,543,420.
ONEIDA LTD.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JULY 27, 2002
INDEX
PART I FINANCIAL INFORMATION
Consolidated Statement of Operations
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
99.2. Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
99.3. Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) During the quarter ended July 27, 2002 no Reports on Form 8-K were
filed by the registrant.
SIGNATURES
CERTIFICATIONS
ONEIDA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
(Thousands except per JUL 27, JUL 28, JUL 27, JUL 28,
share amounts) 2002 2001 2002 2001
-------- -------- -------- --------
NET SALES....................... $111,239 $119,428 $226,246 $246,234
COST OF SALES................... 74,015 77,652 151,516 162,932
-------- -------- -------- --------
GROSS MARGIN.................... 37,224 41,776 74,730 83,302
OPERATING REVENUES.............. 311 333 679 740
-------- -------- -------- --------
37,535 42,109 75,409 84,042
-------- -------- -------- --------
OPERATING EXPENSES:
Selling, distribution and
administrative expenses...... 31,652 34,134 63,093 68,100
-------- -------- -------- --------
INCOME FROM OPERATIONS.......... 5,883 7,975 12,316 15,942
OTHER INCOME (EXPENSE) - NET.... 2,638 672 3,004 534
INTEREST EXPENSE................ 3,790 5,939 7,877 13,060
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES...... 4,731 2,708 7,443 3,416
PROVISION FOR INCOME TAXES...... 1,762 1,005 2,772 1,273
-------- -------- -------- --------
NET INCOME...................... $ 2,969 $ 1,703 $ 4,671 $ 2,143
======== ======== ======== ========
EARNINGS PER SHARE OF COMMON STOCK:
Net income:
Basic....................... $.18 $.10 $.28 $.13
Diluted (NOTE 3)............ .18 .10 .28 .13
SHARES USED IN PER SHARE DATA:
Basic....................... 16,540 16,459 16,535 16,433
Diluted (NOTE 3)............ 16,608 16,553 16,575 16,519
CASH DIVIDENDS DECLARED (Common) $.02 $.05 $.04 $.10
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED BALANCE SHEETS
JULY 27, 2002 AND JANUARY 26, 2002
(Unaudited)
(Dollars in Thousands)
JULY 27, JAN 26,
2002 2002
------- -------
ASSETS
CURRENT ASSETS:
Cash............................................... $ 2,654 $ 11,112
Accounts receivable, net of allowance for doubtful.
accounts of $4,141 and $3,475..................... 71,532 78,420
Other accounts and notes receivable................ 4,661 2,524
Inventories:
Finished goods.................................... 149,986 147,097
Goods in process.................................. 13,495 13,112
Raw materials and supplies........................ 9,295 9,314
Other current assets............................... 15,340 18,540
-------- --------
Total current assets............................ 266,963 280,119
-------- --------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Property, plant and equipment...................... 256,157 252,144
Less accumulated depreciation...................... 151,083 143,772
-------- --------
Property, plant and equipment-net............... 105,074 108,372
-------- --------
OTHER ASSETS:
Goodwill - Net..................................... 135,148 134,073
Deferred income taxes.............................. 19,253 19,181
Other assets....................................... 8,250 4,390
-------- --------
TOTAL.......................................... $534,688 $546,135
======== ========
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED BALANCE SHEETS
JULY 27, 2002 AND JANUARY 26, 2002
(Unaudited)
(Dollars in Thousands)
JULY 27, JAN 26,
2002 2002
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt............................... $ 9,347 $ 11,430
Accounts payable.............................. 30,130 24,848
Accrued liabilities........................... 35,449 37,950
Accrued income taxes.......................... 10,682 3,696
Dividends payable............................. 363 363
Current installments of long-term debt........ 5,922 3,956
-------- --------
Total current liabilities.................. 91,893 82,243
-------- --------
LONG-TERM DEBT................................. 228,754 256,170
-------- --------
OTHER LIABILITIES:
Accrued postretirement liability.............. 57,918 56,410
Accrued pension liability..................... 15,026 15,206
Other liabilities............................. 8,659 8,725
-------- --------
Total other liabilities.................... 81,603 80,341
-------- --------
STOCKHOLDERS' EQUITY:
Cumulative 6% preferred stock; $25 par
value; authorized 95,660 shares, issued
86,036 shares, callable at $30 per share..... 2,151 2,151
Common stock $1 par value; authorized
48,000,000 shares, issued 17,827,866
and 17,809,235 shares........................ 17,828 17,809
Additional paid-in capital.................... 84,138 83,965
Retained earnings............................. 67,862 63,918
Accumulated other comprehensive loss.......... (15,407) (16,328)
Less cost of common stock held in
treasury; 1,285,679 shares................... (24,134) (24,134)
-------- --------
Stockholders' Equity........................ 132,438 127,381
-------- --------
TOTAL..................................... $534,688 $546,135
======== ========
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JULY 27, 2002
(Unaudited)
Add'l
Comp. Common Common Pref'd Paid-in Retained
Income Shares Stock Stock Capital Earnings
-------------------------------------------------------
Balance at Jan 26, 2002...... 17,809 $17,809 $2,151 $83,965 $63,918
Stock plan activity, net..... 19 19 173
Purchase/retirement of
Treasury stock, net..........
Cash dividends declared
($.04 per share).......... (727)
Net income................... $ 4,671 4,671
Other comprehensive
gain...................... 921
-------
Comprehensive income......... $ 5,592
=======
---------------------------------------------
Balance at July 27, 2002..... 17,828 $17,828 $2,151 $84,138 $67,862
=============================================
Accum.
Other Comp Treasury Unallocated
Income (Loss) Stock ESOP
-------------------------------------------------------
Balance at Jan 26, 2002...... $(16,328) $(24,134)
Stock plan activity, net.....
Purchase/retirement of
Treasury stock, net..........
Cash dividends declared
($.04 per share)..........
Net Income...................
Other comprehensive
gain...................... 921
-------------------------------------------------------
Balance at July 27, 2002..... $(15,407) $(24,134)
=======================================================
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JULY 28, 2001
(Unaudited)
Add'l
Comp. Common Common Pref'd Paid-in Retained
Income Shares Stock Stock Capital Earnings
-------------------------------------------------------
Balance at Jan 27, 2001...... 17,703 $17,703 $2,167 $82,956 $57,495
Stock plan activity, net..... 84 84 785
Purchase/retirement of
Treasury stock, net.......... (16)
Cash dividends declared
($.10 per share).......... (1,750)
Net income................... $ 2,143 2,143
Other comprehensive
loss.................... (2,912)
-------
Comprehensive loss........... $ (769)
=======
---------------------------------------------
Balance at July 28, 2001..... 17,787 $17,787 $2,151 $83,741 $57,888
=============================================
Accum.
Other Comp Treasury Unallocated
Income (Loss) Stock ESOP
-------------------------------------------------------
Balance at Jan 27, 2001...... $(11,423) $(24,590)
Stock plan activity, net.....
Purchase/retirement of
Treasury stock, net.......... 235
Cash dividends declared
($.10 per share)..........
Net loss.....................
Other comprehensive
loss...................... (2,912)
Allocation of ESOP shares
-------------------------------------------------------
Balance at July 28, 2001.... $(14,335) $(24,355)
=======================================================
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 27, 2002 AND JULY 28, 2001
(Unaudited)
(In Thousands)
FOR THE
SIX MONTHS ENDED
JULY 27, JULY 28,
2002 2001
------- -------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income ......................................... $ 4,671 $ 2,143
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization...................... 7,950 9,366
Deferred taxes and other non-cash
charges and credits............................. (566) (2,264)
Decrease (increase) in operating assets:
Receivables....................................... 4,752 2,173
Inventories....................................... (3,253) 18,705
Other current assets.............................. (5,199) 4,785
Other assets...................................... (3,902) (3,470)
Increase (decrease) in accounts payable............ 5,282 (265)
Increase (decrease) in accrued liablities.......... 4,484 (19,034)
-------- --------
Net cash provided by operating activities....... 14,219 12,139
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures-net...... (3,981) (5,726)
Proceeds from sale of marketable securities......... 8,399
Other, net.......................................... 51 (12)
-------- --------
Net cash provided (used) in investing activities 4,469 (5,738)
------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.............. 192 868
Issuance (purchase) of treasury stock............... 219
(Decrease) increase in short-term debt-net.......... (2,083) 1,660
Payment of long-term debt........................... (28,139) (3,296)
Proceeds from issuance of long-term debt............ 2,689
Dividends paid...................................... (726) (2,432)
-------- --------
Net cash (used) provided by financing activities (28,067) (2,981)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH............... 921 (2,912)
-------- --------
NET INCREASE (DECREASE) IN CASH....................... (8,458) 508
CASH AT BEGINNING OF YEAR............................. 11,112 2,163
-------- --------
CASH AT END OF PERIOD................................. $ 2,654 $ 2,671
======== ========
See notes to consolidated financial statements.
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
1. The consolidated financial statements for the three and six months ended July
27, 2002 and July 28, 2001 are unaudited; in the opinion of the Company such
unaudited consolidated financial statements include all adjustments (which
comprise only normal recurring accruals) necessary for a fair presentation of
the results of such periods. The results of operations for the three and six
months ended July 27, 2002 are not necessarily indicative of the results of
operations to be expected for the year ending January 25, 2003. The consolidated
financial statements and notes thereto should be read in conjunction with the
consolidated financial statements and notes for the years ended in January 2002
and 2001 included in the Company's January 26, 2002 Annual Report to the
Securities and Exchange Commission on Form 10-K.
2. The provision for income taxes is based on pre-tax income for financial
statement purposes with an appropriate deferred tax provision to give effect to
changes in temporary differences between the financial statements and tax bases
of assets and liabilities. The temporary differences arise principally from
postretirement benefits, depreciation and other employee benefits.
3. Basic and diluted earnings per share are presented for each period in which a
statement of operations is presented. Basic earnings per share is computed by
dividing income less preferred stock dividends by the weighted average shares
actually outstanding for the period. Diluted earnings per share includes the
potentially dilutive effect of shares issuable under the employee stock purchase
and incentive stock option plans.
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the three months ended July 27, 2002 and July 28, 2001:
Preferred Earnings
Net Stock Adjusted Average Per
Income Dividends Net Income Shares Share
- --------------------------------------------------------------------------------
2002:
Basic earnings
per share.............. $2,969 $(32) $2,937 16,540 $.18
Effect of stock options. 68
Diluted earnings
per share.............. 2,969 (32) 2,937 16,608 .18
- --------------------------------------------------------------------------------
2001:
Basic earnings(loss)
per share.............. $1,703 $(32) $1,671 16,459 $.10
Effect of stock options. 94
Diluted earnings(loss)
per share.............. 1,703 (32) 1,671 16,553 .10
- --------------------------------------------------------------------------------
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the six months ended July 27, 2002 and July 28, 2001:
Net Preferred Adjusted Earnings
Income Stock Net Income Average Per
(Loss) Dividends (Loss) Shares Share
- --------------------------------------------------------------------------------
2002:
Basic earnings
per share.............. $4,671 $(64) $4,607 16,535 $.28
Effect of stock options. 40
Diluted earnings
per share.............. 4,671 (64) 4,607 16,575 .28
- --------------------------------------------------------------------------------
2001:
Basic earnings (loss)
per share.............. $2,143 $(64) $2,079 16,433 $.13
Effect of stock options. 86
Diluted earnings (loss)
per share.............. 2,143 (64) 2,079 16,519 .13
- --------------------------------------------------------------------------------
4. Included in the long-term debt caption on the balance sheet are various
senior notes. The note agreements relating thereto contain provisions which,
among other things require maintenance of certain financial ratios related to
levels of indebtedness, minimum net worth and interest coverage levels. The
covenants limit certain types of payments including dividends, capital
expenditures, intercompany indebtedness and letters of credit. Under the
provisions of the amended note agreements, at July 27, 2002, the company was
able to declare dividends of up to $375 per quarter.
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
5. The Company's operations and assets are in one principal industry; tableware
products. The Company's reportable segments are grouped around the manufacture
and distribution of three major product categories: metal tableware, china
dinnerware and glass tabletop products. The Company also distributes a variety
of other tabletop accessories. These products are sold directly to a broad base
of retail outlets including department stores, mass merchandisers, Oneida Home
stores and chain stores. Additionally, these products are sold to special sales
markets, which include customers who use them as premiums, incentives and
business gifts. The Company also sells directly or through distributors to
foodservice operations worldwide, including hotels, restaurants, airlines,
cruise lines, schools and healthcare facilities. The Company's operations are
located in the United States, Canada, Mexico, Italy, Australia, The United
Kingdom and China.
Sales by reportable segment for the second quarter and first half of 2002 and
2001 were as follows:
(000)
-----
Second Quarter
- --------------
Metal Dinnerware Glass Other Total
----- ---------- ----- ----- -----
2002 Net Sales $69,900 $32,300 $7,300 $1,739 $111,239
2001 Net Sales 78,400 32,800 7,200 1,028 119,428
2002 Operating Income $ 3,200 $ 2,800 $ (100) $ (17) $ 5,883
2001 Operating Income 5,000 3,300 (200) (125) 7,975
Year to date
- ------------
Metal Dinnerware Glass Other Total
----- ---------- ----- ----- -----
2002 Net Sales $139,500 $68,500 $14,400 $3,846 $226,246
2001 Net Sales 161,900 66,700 15,100 2,534 246,234
2002 Operating Income $ 5,300 $ 7,300 $ (200) $ (84) $ 12,316
2001 Operating Income 9,500 7,100 (400) (258) 15,942
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
6. In June 2001, the Financial Accounting Standards Board approved Statement of
Financial Accounting Standards No. 142 "goodwill and other Intangible Assets"
("SFAS 142"). We adopted SFAS 142 effective January 27, 2002. Under this
standard, amortization of goodwill and certain intangible assets, including
certain intangibles recorded as a result of past business combinations, is to be
discontinued upon adoption of SFAS 142. The new standard requires that goodwill
and intangible assets be tested for impairment on an annual basis. The Company
performed the impairment test in the second fiscal quarter of 2002 and the
analysis indicated there is no impairment.
The following is a reconciliation assuming goodwill and other intangible assets
had been accounted for in accordance with the provisions of SFAS 142 in the six
months ended July 28, 2001:
Three months ended Six months ended
July 27, July 28, July 27, July 28,
2002 2001 2002 2001
-------- -------- -------- --------
Reported net income $2,969 $1,703 $4,671 $2,143
Adjustments (net of income taxes):
Goodwill amortization 511 1,087
------ ------ ------ ------
Adjusted net income $2,969 $2,214 $4,671 $3,230
====== ====== ====== ======
Earnings per share:
Basic:
Reported net income $ .18 $ .10 $ .28 $ .13
Adjusted net income .18 .13 .28 .20
Diluted:
Reported net income $ .18 $ .10 $ .28 $ .13
Adjusted net income .18 .13 .28 .20
7. Other income (expense) for the six months ended July 27, 2002 was principally
generated from insurance proceeds of $3,000 and gain on the sale of the
remaining shares of Prudential stock of $1,300.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended July 27, 2002 compared with the quarter ended
July 28, 2001
(In Thousands)
Operations
Net Sales by Product Line:
Three Months Ended July
2002 2001 %Change
------- ------- -------
Metal products....... $ 69,900 $78,400 (10.8)
Dinnerware Products.. 32,300 32,800 (1.5)
Glass products....... 7,300 7,200 1.4
Other Products....... 1,739 1,028 69.2
-------- -------- -----
Total............... $111,239 $119,428 (6.9)
======== ======== =====
Quarterly Review
Consolidated net sales for the quarter ended July 27, 2002 decreased $8,189
over the same period a year ago. Sales through Consumer channels were 3.3%
higher than the same period last year due to a strong quarter in the Encore
supermarket division. Sales in foodservice markets decreased 15.0% over the
second quarter of 2001 as the airline and hotel industries continue to be soft.
Domestic foodservice sales totaled 44.8% of the Company's sales in the current
quarter. During the same period, International sales decreased by 3.5%. The
International division accounted for 17.9% of the Company's total second quarter
sales.
Gross margin as a percentage of net sales was 33.5% in the second quarter of
2002 as compared to 35.0% for the same period of 2001. The decrease in gross
margin this quarter is due to unfavorable factory variances as the Company's
manufacturing plants operated at a lower capacity due to reduced demand.
Total operating expenses decreased by $2,482, or 7.3%, from the same quarter
last year. This decrease is attributable to the reduction of goodwill
amortization of $851, in accordance with the adoption of FAS #142, and continued
efforts to reduce operating costs and integrate the operations of the three
companies acquired in mid 2000. As a percentage of sales, operating expenses
remained essentially flat with the same quarter last year at 28.5% compared to
28.6%.
Other income was $2,638 for the quarter as compared to $672 for the second
quarter of 2001 (See Note 7).
Interest expense, prior to capitalized interest, was $3,819 for the quarter
ended July 27, 2002, a decrease of $2,246 from the same period last year.
This decrease is due to significantly lower average borrowings and lower
prevailing interest rates throughout the current quarter.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months ended July 27, 2002 compared with the six months
ended July 28, 2001
(In Thousands)
Operations
Net Sales by Product Line:
Six Months Ended July
2002 2001 %Change
------- ------- -------
Metal products....... $139,500 $161,900 (13.8)
Dinnerware Products.. 68,500 66,700 2.7
Glass products....... 14,400 15,100 (4.6)
Other Products....... 3,846 2,534 51.8
-------- -------- -----
Total............... $226,246 $246,234 (8.1)
======== ======== =====
Year to date review
Consolidated net sales for the six months ended July 27, 2002 decreased $19,988
over the same period a year ago, reflecting continuing softness in the overall
economy. Year to date, sales of consumer products have declined less than 1%
over the same period last year due to a strong first half in the Encore
supermarket division, which increased 68.5% over the first six months of 2001.
All other Consumer channels were down a combined 6.6% in that same period.
Foodservice sales, which represent 44.9% of the Company's total 2002 sales to
date, decreased $14,515, or 12.5%, from the same period last year. International
sales decreased $4,817, or 11.3% from the six months ended July 28, 2001. Sales
in the International division represent 16.6% of the Company's total through six
months of 2002.
Gross margin as a percentage of net sales for the first six months of the
current year was 33.0% as compared to 33.8% for the same period of 2001. The low
gross margin in both 2002 and 2001 is primarily the result of unfavorable
factory variances as the Company's manufacturing plants operated at a lower
capacity due to reduced demand.
Total operating expenses decreased by $5,006, or 7.4%, compared to the first six
months of the prior year. This decrease is attributable to the reduction of
goodwill amortization of $1,732, in accordance with the adoption of FAS #142,
and continued efforts to reduce operating costs and integrate the operations of
the three companies acquired in mid 2000. As a percentage of sales, operating
expenses were 27.9% in the current year to date, compared to 27.7% in 2001.
Other income for the period was $3,004 compared to $534 for the six months ended
July 28, 2001 (See Note 7).
Interest expense, prior to capitalized interest, was $7,931 for the six months
ended July 27, 2002, a decrease of $5,346 from the same period in 2001. This
decrease is due to significantly lower average borrowings and lower prevailing
interest rates throughout the current year.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months ended July 27, 2002
compared with the six months
ended July 28, 2001
(In Thousands)
Liquidity & Financial Resources
A prime objective of the Company since mid-2000 has been to strengthen its
balance sheet and reduce debt. During the first half of 2002, continued progress
was made toward these goals. Debt was reduced by approximately $28,000 in the
six-month period. Cash flow generated from operations for the six months ended
July 27, 2002 was $14,219, as compared to $12,139 for the same period in 2001.
During the first half of 2002, the Company received approximately $8,000 from
the sale of marketable equity securities. These proceeds were directly applied
to pay down debt. The Company spent approximately $4,400 in the first six months
on capital projects focused primarily on its manufacturing facilities. Capital
spending for the remaining six months of the fiscal year is anticipated to be
approximately $4,600.
Included in the long-term debt caption on the balance sheet are various
senior notes. The note agreements relating thereto contain provisions which,
among other things require maintenance of certain financial ratios related to
levels of indebtedness, minimum net worth and interest coverage levels. The
covenants limit certain types of payments including dividends, capital
expenditures, intercompany indebtedness and letters of credit. Under the
provisions of the amended note agreements, at July 27, 2002, the Company was
able to declare dividends of $375 per quarter.
Management believes there is sufficient liquidity to support the Company's
ongoing funding requirements from future operations as well as the unused bank
lines of credit of $51 million. Working capital was $175,070 as of July 27,
2002.
Forward Looking Information
With the exception of historical data, the information contained in this Form
10-Q, as well as those other documents incorporated by reference herein, is
forward-looking. For the purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers that
changes in certain factors could affect the Company's future results and could
cause the Company's future consolidated results to differ materially from those
expressed herein. Such factors include, but are not limited to: general economic
conditions in the Company's markets; difficulties or delays in the development,
production and marketing of new products; the impact of competitive products and
pricing; certain assumptions related to consumer purchasing patterns;
significant increases in interest rates or the level of the Company's
indebtedness; major slowdowns in the retail, travel or entertainment industries;
the loss of several of the Company's major customers; under utilization of the
Company's plants and factories; the amount and rate of growth of the Company's
selling, general and administrative expenses.
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
JULY 27, 2002
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.
ONEIDA LTD
(Registrant)
Date: September 10, 2002
/s/ GREGG R. DENNY
------------------
Gregg R. Denny
Chief Financial Officer
CERTIFICATION
PURSUANT TO SECTION 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Peter J. Kallet, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Oneida Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 10, 2002
/s/ PETER J. KALLET
- -------------------
Peter J. Kallet
Chairman of the Board, President and Chief Executive Officer
CERTIFICATION
PURSUANT TO SECTION 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Gregg R. Denny, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Oneida Ltd.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 10, 2002
/s/ GREGG R. DENNY
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Gregg R. Denny
Chief Financial Officer