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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 April 26, 2003
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 June 6, 2003: 16,561,687
ONEIDA LTD.
FORM 10-Q
FOR THE THREE MONTHS ENDED APRIL 26, 2003
INDEX
EXPLANATORY NOTE
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED STATEMENT OF OPERATIONS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
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.
2
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 April 27, 2002 no Reports on Form 8-K were filed
by the registrant.
SIGNATURES
CERTIFICATIONS
3
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
FOR THE
THREE MONTHS ENDED
(Thousands except per APR 26, APR 27,
share amounts) 2003 2002
-------- --------
REVENUES:
Net sales .................................. $103,863 $115,006
Operating revenues ......................... 340 368
-------- --------
TOTAL REVENUES ............................... 104,203 115,374
COSTS AND EXPENSES:
Cost of sales .............................. 74,355 77,500
Selling, distribution and
administrative expenses ................... 31,602 31,528
-------- --------
TOTAL COSTS AND EXPENSES ..................... 105,957 109,028
INCOME (LOSS) FROM OPERATIONS ................ (1,754) 6,346
Other income ................................. (551) (975)
Other expense ................................ 739 609
Interest expense ............................. 3,431 4,086
-------- --------
INCOME (LOSS) BEFORE INC TAXES ............... (5,373) 2,626
Provision (benefit) for income tax ........... (1,988) 978
-------- --------
NET INCOME (LOSS) ............................ $ (3,385) $ 1,648
======== ========
EARNINGS PER SHARE OF COMMON STOCK:
Net income (loss):
Basic .................................... $ (.21) $ .10
Diluted (NOTE 3) ......................... (.21) .10
SHARES USED IN PER SHARE DATA:
Basic .................................... 16,556 16,530
Diluted (NOTE 3) ......................... 16,566 16,558
CASH DIVIDENDS DECLARED ...................... $ .02 $ .02
See notes to consolidated financial statements.
4
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 26, 2003 AND JANUARY 25, 2003
(Dollars in Thousands)
(Unaudited)
APR 26, JAN 25,
2003 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash .............................................. $3,157 $ 2,653
Accounts receivable, net of allowance for doubtful
accounts of $2,987 and $2,963 .................... 67,825 75,810
Other accounts and notes receivable ............... 2,646 2,196
Inventories:
Finished goods ................................... 153,707 145,836
Goods in process ................................. 12,510 12,531
Raw materials and supplies ....................... 9,205 9,206
Other current assets .............................. 8,922 9,290
-------- --------
Total current assets............................ 257,972 257,522
-------- --------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Land and buildings ................................ 70,538 70,265
Machinery and equipment ........................... 156,758 156,513
Tooling ........................................... 31,808 30,727
Less accumulated depreciation ..................... (157,816) (155,139)
-------- --------
Property, plant and equipment-net .............. 101,288 102,366
-------- --------
OTHER ASSETS:
Goodwill .......................................... 133,720 133,944
Deferred income taxes ............................. 18,575 18,575
Other assets ...................................... 13,882 12,713
-------- --------
TOTAL ......................................... $525,437 $525,120
======== ========
See notes to consolidated financial statements.
5
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 26, 2003 AND JANUARY 25, 2003
(Dollars in Thousands)
(Unaudited)
APR 26, JAN 25,
2003 2003
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt .............................. $ 8,873 $ 8,510
Accounts payable ............................. 27,388 25,711
Accrued liabilities .......................... 28,795 33,822
Dividends payable ............................ 363 363
Current installments of long-term debt ....... 7,642 6,406
-------- --------
Total current liabilities ................. 73,061 74,812
-------- --------
LONG-TERM DEBT ................................ 225,984 219,037
-------- --------
OTHER LIABILITIES:
Accrued postretirement liability ............. 60,365 59,708
Accrued pension liability .................... 23,709 23,496
Other liabilities ............................ 16,562 18,678
-------- --------
Total ..................................... 100,636 101,882
-------- --------
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 17,846,486
and 17,836,571 shares ....................... 17,846 17,837
Additional paid-in capital ................... 84,411 84,318
Retained earnings ............................ 64,659 68,407
Accumulated other comprehensive loss ......... (19,177) (19,190)
Less cost of common stock held in
treasury; 1,285,679 shares .................. (24,134) (24,134)
-------- --------
Stockholders' Equity ....................... 125,756 129,389
-------- --------
TOTAL .................................... $525,437 $525,120
======== ========
See notes to consolidated financial statements
6
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED APRIL 26, 2003
(In Thousands)
Add'l
Comp. Common Common Pref'd Paid-in Retained
(Unaudited) Income Shares Stock Stock Capital Earnings
-------------------------------------------------------
Balance at Jan 25, 2003.. 17,837 $17,837 $2,151 $84,318 $68,407
Stock plan activity, .... 9 9 93
Cash dividends declared
($.02 per share) ..... (363)
Net loss ................$(3,385) (3,385)
Other comprehensive
income ............... 13
-------
Comprehensive loss ......$(3,372)
=======
--------------------------------------------
Balance at Apr 26, 2003.. 17,846 $17,846 $2,151 $84,411 $64,659
============================================
Other Comp Treasury
Income (Loss) Stock
------------------------------------------------------
Balance at Jan 25, 2003.. $(19,190) $(24,134)
Other comprehensive
income ............... 13
------------------------------------------------------
Balance at Apr 26, 2003.. $(19,177) $(24,134)
======================================================
See notes to consolidated financial statements.
7
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED APRIL 27, 2002
(In Thousands)
Add'l
Comp. Common Common Pref'd Paid-in Retained
(Unaudited) Income Shares Stock Stock Capital Earnings
-------------------------------------------------------
Balance at Jan 26, 2002.. 17,809 $17,809 $2,151 $83,965 $60,638
Stock plan activity, .... 12 12 116
Cash dividends declared
($.02 per share) ..... (352)
Net income ..............$ 1,648 1,648
Other comprehensive
loss ................. (40)
-------
Comprehensive income ....$ 1,608
=======
--------------------------------------------
Balance at Apr 27, 2002.. 17,821 $17,821 $2,151 $84,081 $61,934
============================================
Other Comp Treasury
Loss Stock
------------------------------------------------------
Balance at Jan 26, 2002.. $(16,328) $(24,134)
Other comprehensive
loss.................. (40)
------------------------------------------------------
Balance at Apr 27, 2002.. $(16,368) $(24,134)
======================================================
See notes to consolidated financial statements.
8
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 26, 2003 AND APRIL 27, 2002
(Unaudited)
(In Thousands)
FOR THE
THREE MONTHS ENDED
APR 26, APR 27,
2003 2002
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) .................................. $(3,385) $ 1,648
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization .................... 4,030 4,146
Deferred income taxes ............................ (40)
Changes in operating assets and liabilities:
Accounts receivable .............................. 7,535 (45)
Inventories ...................................... (7,850) 8,662
Other current assets.............................. 368 1,728
Other assets ..................................... (1,635) (8,356)
Accounts payable ................................. 1,677 (423)
Accrued liabilities .............................. (5,025) (1,611)
Other liabilities ................................ (1,241) 1,991
------- -------
Net cash provided (used) by operating activities (5,526) 7,700
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures ............................... (2,442) (1,880)
Capital disposals .................................. 176
Proceeds from sale of marketable securities ........ 3,106
------- -------
Net cash provided (used) in investing activities (2,266) 1,226
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ............. 102 129
Increase (decrease) in short-term debt ............. 362 (4,224)
Payment of long-term debt .......................... (12,325)
Proceeds from issuance of long-term debt ........... 8,182 1,330
Dividends paid ..................................... (363) (352)
------- -------
Net cash provided (used) by financing activities 8,283 (15,442)
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH .............. 13 (40)
------- -------
NET (DECREASE) INCREASE IN CASH ...................... 504 (6,556)
CASH AT BEGINNING OF YEAR ............................ 2,653 11,112
------- -------
CASH AT END OF PERIOD ................................ $3,157 $4,556
======= =======
See notes to consolidated financial statements.
9
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
1. The statements for the three months ended April 26, 2003 and April 27, 2002
are unaudited; in the opinion of the Company such unaudited 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 months ended April 26, 2003 are not necessarily indicative of the
results of operations to be expected for the year ending January 31, 2004. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended in
January 2003 and 2002 included in the Company's January 25, 2003 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. The Company
anticipates an effective tax rate of 37% for the year as compared to a rate of
20% in the prior year due to nonrecurring rate reductions in fiscal 2003.
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 shares used in the calculation of diluted EPS exclude options to purchase
shares where the exercise price was greater than the average market price of
common shares for the period. Such shares aggregated 1,715 and 1,298 for the
three months ended April 2003 and 2002, respectively.
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the three months ended April 26, 2003 and April 27, 2002:
Net Preferred Adjusted Earnings
Income Stock Net Income Average (Loss)
(Loss) Dividends (Loss) Shares Per Share
- --------------------------------------------------------------------------------
2003:
Basic earnings (loss)
per share ............. $(3,385) $(32) $(3,417) 16,556 $(.21)
Effect of stock options. 10
Diluted earnings (loss)
per share ............. (3,385) (32) (3,417) 16,566 (.21)
- --------------------------------------------------------------------------------
2002:
Basic earnings
per share ............. $1,648 $(32) $1,616 16,530 $.10
Effect of stock options. 28
Diluted earnings
per share ............. 1,648 (32) 1,616 16,558 .10
- --------------------------------------------------------------------------------
10
4. In April 2003, the Company and its lenders entered into an amendment to the
revolving credit agreement. The amendment extends the maturity to May 31, 2005
from February 1, 2004, adjusts certain financial covenants and prohibits payment
of dividends on common stock. In addition, the commitment under the facility
reduced to $225,000 upon signing of the amendment with further reductions to
$220,000 on July 25, 2003, $215,000 on November 3, 2003, $205,000 on January 30,
2004, $185,000 on February 7, 2004, $175,000 on May 3, 2004 and $165,000 on
November 1, 2004.
This facility contains certain financial covenants, including a restriction
limiting the Company's total debt outstanding to a pre-determined multiple of
the prior rolling twelve months earnings before interest, taxes, deprecation and
amortization. The Company met the current covenant requirements at April 26,
2003. It is probable that the Company will fail to meet one or more covenant
requirements at July 26, 2003 and the Company intends to seek waivers from its
lenders. The failure to obtain waivers could result in insufficient liquidity to
support future operations. At April 26, 2003 the Company could have borrowed up
to an additional $16,098. Under the provisions of the amended note agreements,
at April 26, 2003 the Company was able to declare dividends on 6% Cumulative
Preferred Stock up to $32,265 per quarter. However, no dividend was declared for
the first quarter ended April 26, 2003.
5. The Company's operations and assets are in one principal industry segment,
tableware products. The Company's major product categories are grouped around
the manufacture and distribution of 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 and operating income for the tableware products for the first quarter of
2003 and 2002 were as follows:
(000)
-----
First Quarter Metal Dinnerware Glass Other Total
- ------------- ------- ---------- ------- ------ --------
2003 Net Sales $62,200 $32,200 $ 6,400 $3,063 $103,863
2002 Net Sales 69,600 36,200 7,100 2,106 115,006
2003 Operating Income (Loss) $(3,000) $ 2,300 $(1,000) $ (54) $ (1,754)
2002 Operating Income (Loss) 2,000 4,500 (100) (54) $ 6,346
11
6. In June 2001, the Financial Accounting Standards Board approved Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142"). The Company adopted SFAS 142 effective January 27, 2002. Under
SFAS 142, amortization of goodwill, including goodwill recorded in past business
combinations, was discontinued upon adoption of this standard. Goodwill is
subject to annual impairment testing, which compares the carrying value to the
fair value and when appropriate, the carrying value of these assets reduces the
fair value.
7. The Company has elected to continue following APB No. 25 in accounting for
its stock-based compensation plans. Under APB No. 25, compensation expense is
not required to be recognized for the Company's stock-based compensation plans.
Under Statement of Financial Accounting Standards No. 123 ("SFAS 123")
"Accounting for Stock Based Compensation", compensation expense is recognized
for the fair value of the options on the date of grant over the vesting period
of the options.
Application of the fair-value based accounting provision of SFAS 123 results in
the following pro forma amounts of net income (loss) and earnings (loss) per
share:
(Thousands Except
Per Share Amounts)
April 26, April 27,
2003 2002
--------- ---------
Net income (loss), as reported $(3,385) $1,648
Deduct: Total stock-based employee
compensation expense determined
under Black-Scholes option pricing
model, net of related income tax effect (554) (573)
--------- ---------
Pro forma net income $(3,939) $1,075
Earnings (loss) per share:
As reported: Basic $ (.21) $ .10
Diluted (.21) .10
Pro forma: Basic (.24) .07
Diluted (.24) .07
There was no stock based employee compensation expense included in the
Consolidated Statement of Operations.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended April 26, 2003 compared with
the quarter ended April 27, 2002
(In Thousands)
Operations
Net Sales by Product Line:
Three Months Ended
2003 2002 %Change
-------- -------- -------
Metal products ...... $ 62,200 $69,600 (10.6)
Dinnerware products . 32,200 36,200 (11.0)
Glass products ...... 6,400 7,100 (9.9)
Other products ...... 3,063 2,106 45.4
-------- -------- -------
Total ............. 103,863 115,006 (9.7)
======== ======== =======
Quarterly Review
Consolidated net sales for the quarter ended April 26, 2003 were $11,143 lower
than in the first quarter of the prior year, reflecting continuing softness in
both the foodservice and domestic retail markets.
Gross margin as a percentage of net sales was 28.4% in the first quarter of
2003, comparable to the 32.6% realized for the same period of 2002. This is
mainly the result of an aggressive pricing strategy utilized to maintain market
share in both the foodservice and consumer markets. In addition, unfavorable
factory variance worsened as the manufacturing facilities continue to operate at
a lower capacity due to reduced demand. Overall in 2003, there was a slight cost
increase in procured product, which represents over 50% of total sales.
Total operating expenses increased by $74, or 0.2%, from the same quarter last
year. As a percentage of sales, operating expenses were 30.4% as compared to
27.4% in 2002 as a result of the lower sales volume.
Interest expense, prior to capitalized interest, was $3,439 for the quarter
ended April 26, 2003, a decrease of $673 from the first quarter of 2002. This
decrease is due to significantly lower average borrowings and lower prevailing
interest rates incurred throughout the current quarter.
The Company anticipates an effective tax rate of 37% for the year as compared
to a rate of 20% in the prior year due to nonrecurring rate reductions in fiscal
2003.
Liquidity & Financial Resources
During the first quarter of 2003, inventories increased by approximately $7,800
and debt increased by approximately $8,500 in the same period. Cash flow used by
operations for the first quarter was $(5,526) as compared to $7,700 provided in
the prior year's first quarter. The Company spent approximately $2,400 in the
first quarter on capital projects focused primarily on its manufacturing
facilities. Capital spending for the remainder of 2003 is anticipated to be
approximately $6,900.
13
In April 2003, the Company and its lenders entered into an amendment to the
revolving credit agreement. The amendment extends the maturity to May 31, 2005
from February 1, 2004, adjusts certain financial covenants and prohibits payment
of dividends on common stock. In addition, the commitment under the facility
reduced to $225,000 upon signing of the amendment with further reductions to
$220,000 on July 25, 2003, $215,000 on November 3, 2003, $205,000 on January 30,
2004, $185,000 on February 7, 2004, $175,000 on May 3, 2004 and $165,000 on
November 1, 2004.
This facility contains certain financial covenants, including a restriction
limiting the Company's total debt outstanding to a pre-determined multiple of
the prior rolling twelve months earnings before interest, taxes, deprecation and
amortization. The Company met the current covenant requirements at April 26,
2003. It is probable that the Company will fail to meet one or more covenant
requirements at July 26, 2003 and the Company intends to seek waivers from its
lenders. The failure to obtain waivers could result in insufficient liquidity to
support future operations.
Provided the above waivers are obtained, management believes there is sufficient
liquidity to support the Company's funding requirements over the next year from
future operations as well as from available bank lines of credit. The Company
may need to raise additional capital to further reduce its outstanding debt
obligations. Working capital was $184,911 as of April 26, 2003 as compared to
$182,710 at January 25, 2003. The Company could have borrowed up to an
additional $16,098 at April 26, 2003.
Under the provisions of the amended note agreements, at April 26, 2003 the
Company was able to declare dividends on 6% Cumulative Preferred Stock up to
$32,265 per quarter. However, no dividend was declared for the first quarter
ended April 26, 2003.
Quantitative and Qualitative Disclosures about Market Risk
The Company's market risk is impacted by changes in interest rates and foreign
currency exchange rates. Pursuant to the Company's policies, the Company does
not hold or issue any significant derivative financial instruments.
The Company's primary market risk is interest rate exposure in the United
States. Historically, the Company manages interest rate exposure through a mix
of fixed and floating rate debt. The majority of the Company's debt is currently
at floating rates. Based on floating rate borrowings outstanding at April 2003,
a 1% change in the rate would result in a corresponding change in interest
expense of $2.2 million.
14
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer have carried out an
evaluation, with the participation of the Company's management, of the design
and operation of the Company's "disclosure controls and procedures" (as defined
in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) within 90 days of the date of this report. That evaluation
included consideration of those controls in light of the just completed review
of the Company's financial statements for the prior 8 quarters. Based upon that
evaluation, each has concluded that the Company's "disclosure controls and
procedures" are effective to insure that information required to be disclosed in
the reports that we file under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the Securities and
Exchange Commission's rules and regulations.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, nor any significant
deficiencies or material weaknesses in such controls requiring corrective
actions, subsequent to the date of their evaluation.
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, may
constitute forward-looking statements, within the meaning of the Federal
securities laws, including but not limited to the Private Securities Litigation
Reform Act of 1995. As such, 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
or implied herein. Such factors include, but are not limited to: changes in
national or international political conditions; terrorist attacks; general
economic conditions in the Company's own markets and related 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; foreign currency fluctuations; major
slowdowns in the retail, travel or entertainment industries; the loss of several
of the Company's major customers; underutilization of the Company's plants and
factories; impact of changes in accounting standards; potential legal
proceedings; changes in pension and retiree medical costs; and the amount and
rate of growth of the Company's selling, general and administrative expenses.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ONEIDA LTD.
(Registrant)
Date: June 10, 2003
/s/ GREGG R. DENNY
------------------------
Gregg R. Denny
Chief Financial Officer
16
CERTIFICATION
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions:
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
17
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 10, 2003 By: /s/ PETER J. KALLET
---------------------------
Peter J. Kallet
Chairman of the Board, President and
Chief Executive Officer
18
CERTIFICATION
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
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6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 10, 2003 By: /s/ GREGG R. DENNY
--------------------------
Gregg R. Denny
Chief Financial Officer
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