<PAGE>
Rule 424(b)(3)and(c)
Registration No. 333-07429
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 3, 1996, as supplemented
by the Prospectus Supplement dated November 4, 1996)
REMINGTON PRODUCTS COMPANY, L.L.C.
AND
REMINGTON CAPITAL CORP.
November 13, 1996
OFFER TO EXCHANGE THEIR 11% SERIES B SENIOR SUBORDINATED NOTES DUE 2006 FOR
ANY AND ALL OF THEIR OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2006
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON NOVEMBER 18, 1996, UNLESS EXTENDED
THE ATTACHED QUARTERLY REPORT ON FORM 10-Q DATED NOVEMBER 12, 1996,
SUPPLEMENTS THE PROSPECTUS DATED OCTOBER 3, 1996, AS SUPPLEMENTED BY THE
PROSPECTUS SUPPLEMENT DATED NOVEMBER 4, 1996, OF REMINGTON PRODUCTS COMPANY,
L.L.C. AND REMINGTON CAPITAL CORP. AND SHOULD BE ATTACHED TO EACH COPY OF
SUCH PROSPECTUS.
<PAGE>
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 quarter ended September 28, 1996
------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- ---
EXCHANGE ACT OF 1934
Commission file number 333-07429
---------
Remington Products Company, L.L.C.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1451079
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
60 Main Street, Bridgeport, Connecticut 06604
- --------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203 367-4400
----------------------
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, and (2) had been subject to such filing
requirements for the past 90 days. Yes No /X/
----- ------
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C.
INDEX
-----
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 1995
and September 28, 1996 (Unaudited) 3
Unaudited Consolidated Statements of Operations for
the thirteen and thirty nine weeks ended September 30,
1995, the twenty one weeks ended May 23, 1996 and the
thirteen and eighteen weeks ended September 28, 1996 4
Unaudited Consolidated Statements of Cash Flows for the
thirty nine weeks ended September 30, 1995, the twenty
one weeks ended May 23, 1996 and the eighteen weeks
ended September 28, 1996. 5
Notes to Unaudited Consolidated Financial Statements 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
-2-
<PAGE>
PART I.
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND SEPTEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------- ------------
(PREDECESSOR) (SUCCESSOR)
(UNAUDITED)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents............................................ $ 6,804 $ 325
Accounts receivable, net of allowance for doubtful accounts
of $1,366 and $2,492 and allowances for cash discounts, returns
and claims of $7,852 and $5,194, at December 31, 1995 and
September 28, 1996, respectively................................... 69,414 47,471
Inventory............................................................ 53,739 80,381
Deferred income taxes................................................ 792 894
Prepaid expenses..................................................... 3,061 3,607
-------- --------
Total current assets............................................. 133,810 132,678
Property, plant and equipment, net..................................... 14,544 14,654
Intangible assets, net................................................. 21,082 51,979
Other assets........................................................... 1,486 9,197
-------- --------
Total assets..................................................... $170,922 $208,508
-------- --------
-------- --------
LIABILITIES AND PARTNERS' CAPITAL/MEMBERS' DEFICIT:
Current liabilities:
Short-term debt and current portion of long-term debt................ $ 50,440 $ 2,163
Trade accounts payable............................................... 9,835 18,705
Accrued advertising and promotion expenses........................... 11,338 4,036
Accrued compensation and other expenses.............................. 10,897 16,491
Income and other taxes payable....................................... 4,077 1,185
-------- --------
Total current liabilities........................................ 86,587 42,580
Long-term debt......................................................... 6,550 169,600
Other noncurrent liabilities........................................... 1,840 1,839
-------- --------
Total liabilities................................................ 94,977 214,019
-------- --------
Commitments and contingencies (Note 11)................................ -- --
Partners' Capital/Members' Deficit:
Partners' capital/Members' deficit................................... 76,736 (5,343)
Cumulative translation adjustment.................................... (791) (168)
-------- --------
Total Partners' capital/Members' deficit......................... 75,945 (5,511)
-------- --------
Total liabilities and Partners' capital/Members' deficit......... $170,922 $208,508
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
-3-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN AND THIRTY NINE WEEKS
ENDED SEPTEMBER 30, 1995,
THE TWENTY ONE WEEKS ENDED MAY 23, 1996,
AND THE THIRTEEN AND EIGHTEEN WEEKS ENDED SEPTEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
13 WEEKS 39 WEEKS 21 WEEKS 13 WEEKS 18 WEEKS
ENDED ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, MAY 23, SEPTEMBER 28, SEPTEMBER 28,
1995 1995 1996 1996 1996
------------ ------------ ------------ ------------- -------------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C> <C> <C> <C>
Net sales................................... $ 66,470 $149,247 $ 57,939 $ 61,673 $85,130
Cost of sales............................... 37,925 85,178 35,385 37,683 51,728
---------- ---------- ---------- ---------- ----------
Gross profit.......................... 28,545 64,069 22,554 23,990 33,402
Operating expenses:
Advertising and promotion................. 7,137 15,013 6,076 5,936 8,273
Selling and marketing..................... 8,556 23,871 12,997 8,768 12,198
General and administrative................ 4,003 13,265 19,782 4,074 5,819
Goodwill amortization..................... 425 1,245 650 698 848
---------- ---------- ---------- ---------- ----------
20,121 53,394 39,505 19,476 27,138
---------- ---------- ---------- ---------- ----------
Operating profit (loss)............... 8,424 10,675 (16,951) 4,514 6,264
Other (income) expense:
Interest expense.......................... 1,944 5,479 2,228 4,794 6,725
Interest income........................... (28) (262) (127) (29) (75)
Other, net................................ 327 367 12 23 (174)
---------- ---------- ---------- ---------- ----------
2,243 5,584 2,113 4,788 6,476
---------- ---------- ---------- ---------- ----------
Income (loss) before provision
(benefit) for income taxes.......... 6,181 5,091 (19,064) (274) (212)
Provision (benefit) for income taxes........ 116 119 (873) 627 952
---------- ---------- ---------- ---------- ----------
Net income (loss)..................... $ 6,065 $ 4,972 $ (18,191) ($901) ($1,164)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Net loss applicable to Common
Members' Deficit.......................... $(2,756) $(3,773)
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
-4-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTY NINE WEEKS ENDED
SEPTEMBER 30, 1995
THE TWENTY ONE WEEKS ENDED MAY 23, 1996
AND THE EIGHTEEN WEEKS ENDED SEPTEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
39 WEEKS ENDED 21 WEEKS ENDED 18 WEEKS ENDED
SEPTEMBER 30, 1995 MAY 23, 1996 SEPTEMBER 28, 1996
------------------ -------------- ------------------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C> <C>
Operating Activities:
Net income (loss)........................... $ 4,972 $(18,191) ($1,164)
Adjustment to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization............. 3,445 2,005 1,563
Amortization of deferred financing costs.. 0 262 382
Amortization of inventory step up......... 0 0 1,905
Deferred income tax provision (benefit)... 0 (561) 458
Changes in assets and liabilities:
Accounts receivable....................... 1,497 41,043 (19,300)
Inventories............................... (17,500) (8,339) (17,340)
Prepaid expenses.......................... (2,175) (158) (388)
Accounts payable.......................... (8,556) 1,187 7,683
Accrued expenses and other current
liabilities.............................. (3,914) (933) 10,418
Other..................................... (66) 0 (1,847)
---------- ----------- -------------
Net cash provided by (used in) operating
activities............................. (22,297) 16,315 (17,630)
---------- ----------- -------------
Investing Activities:
Capital expenditures........................ (2,417) (1,310) (998)
Payment for purchase of company, net........ 0 0 (138,402)
---------- ----------- -------------
Net cash used in investing activities... (2,417) (1,310) (139,400)
---------- ----------- -------------
Financing Activities:
Proceeds from sale of senior subordinated
notes...................................... 0 0 129,026
Borrowings under term loan facility......... 0 0 10,178
Borrowings under revolving credit facility.. 19,888 0 30,439
Borrowings, other........................... 1,147
Investment by Vestar........................ 0 0 33,440
Equity purchased by management.............. 0 0 862
Repayment of management loan................ 0 0 200
Repayment of old term loan.................. (4,552) (3,600) (12,650)
Repayment of old revolving loans............ 0 (12,353) (28,660)
Debt and acquisition fees................... 0 0 (12,101)
---------- ----------- -------------
Net cash provided by (used in) financing
activities............................. 15,336 (15,953) 151,881
---------- ----------- -------------
Effect of exchange rate changes on cash
balance...................................... (87) (214) (168)
---------- ----------- -------------
Decrease in Cash and Cash Equivalents......... (9,465) (1,162) (5,317)
Cash and Cash Equivalents, Beginning of
Period....................................... 7,622 6,804 5,642
---------- ----------- -------------
Cash and Cash Equivalents, End of Period...... ($ 1,843) $ 5,642 $ 325
---------- ----------- -------------
---------- ----------- -------------
Supplemental Cash Flow Information:
Interest paid............................... $ 5,000 $ 1,874 $ 3,237
Income taxes paid........................... $ 490 $ 440 $ 579
</TABLE>
The accompanying notes are an integral part of the unaudited consolidated
financial statements.
-5-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. INTERIM FINANCIAL INFORMATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and, accordingly, certain information and footnote
disclosures required for complete financial statements prepared in accordance
with generally accepted accounting principles have been omitted. In management's
opinion, the accompanying unaudited consolidated financial statements include
all adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of the results of operations, financial position and cash
flows for each period shown. The results for interim periods are not necessarily
indicative of financial results for the full year.
2. ORGANIZATION
Remington Products Company, L.L.C. (the "Company"), a Delaware limited
liability company, and its wholly owned subsidiary Remington Capital Corp.
("Capital"), a Delaware Corporation, were formed by Vestar Shaver Corp.
("Vestar Corp. I") and RPI Corp. (formerly known as Remington Products, Inc.
("RPI") to acquire (the "Reorganization") the operations of Remington Products
Company and its subsidiaries ("RPC"). In May 1996, Vestar Razor Corp. ("Vestar
Corp. II") was formed to hold an interest in the Company, Vestar Corp. I and
Vestar Corp. II (together, the "Vestar Members") are wholly owned by Vestar
Equity Partners, L.P.
3. PRINCIPLES OF CONSOLIDATION
The consolidated balance sheet as of September 28, 1996 includes the
accounts of Remington, L.L.C. and Capital, the successor company following the
change in ownership (see Note 2) and the consolidated results of operations and
cash flows include the accounts for the successor company for the period from
May 24, 1996 to September 28, 1996 after elimination of all intercompany
accounts. The Company consists of all the assets of RPC and the investment in
Capital. Capital has no assets and conducts no operations. Capital was
established solely to act as a co-issuer with the Company of Senior
Subordinated Notes as part of the financing for the Reorganization. The
statements also include the results of operations and cash flows of RPC, the
predecessor company, prior to the change in ownership.
4. THE REORGANIZATION
RPC was a general partnership, jointly owned and controlled by RPI and
Remsen Partners ("Remsen"). As a result of the reorganization of RPC, the
following transactions occurred: (i) RPC made cash payments to Remsen and RPI
totalling $157.1 million (less the amount of certain excluded obligations and
funded indebtness at closing and subject to a Working Capital Adjustment), (ii)
the Vestar Members purchased Remsen's interest in RPC for $33.4 million in cash;
(iii) certain members of senior management of RPC acquired an equity interest in
the Company, for $1.12 million (including a cash purchase of $0.86 million
and assuming exercise of certain management options with an aggregate exercise
price of $0.26 million), (iv) RPC retained an equity investment in the Company
with an implied value of $35.4 million, and (v) RPC merged with and into
the Company. In addition, existing indebtedness of RPC was refinanced.
-6-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)
4. THE REORGANIZATION--(CONTINUED)
The Limited Liability Company Agreement permitted the issuance of 12% Series
A Preferred Equity with an aggregate liquidation preference of $62.0 million. As
a result of the Reorganization, RPI has a $35.4 million equity interest in the
Company ($32.0 million in Series A Preferred Equity) and the Vestar Members have
a $33.4 million equity interest in the Company ($30.0 million in Series A
Preferred Equity). The Company's Common Units are owned 44.43% by the Vestar
Members, 44.43% by RPI, and 11.13% by management (43.0%, 43.0% and 14.0%,
respectively, on a fully diluted basis). Vestar Corp. I controls the Management
Committee and the affairs and policies of the Company.
The Reorganization has been accounted for as a purchase transaction
effective as of May 23, 1996 ("the Closing Date"), in accordance with
Accounting Principles Board Opinion No. 16, Business Combinations, and EITF
Issue No. 88-16, Basis in Leveraged Buyout Transactions, and accordingly, the
consolidated financial statements for the periods subsequent to May 23, 1996
reflect the purchase price, including transaction costs, allocated to
tangible and intangible assets acquired and liabilities assumed, based on
their estimated fair values as of May 23, 1996, which may be revised at a
later date. The valuation of assets and liabilities acquired reflect
carryover basis for the percentage ownership retained by RPC.
The Reorganization reflected the following adjustments (amounts are subject
to change based upon the determination of the final working capital adjustment
and finalization of certain valuation studies).
Cash payments and distributions (1)............................. $138,400
Implied fair value of equity interests issued to RPI (2)........ 35,440
Direct acquisition costs........................................ 3,630
--------
Total consideration and direct acquisition costs............ 177,470
Less RPC's historical cost of net assets acquired (3)........... (71,246)
--------
Excess of consideration paid over RPC's historical cost......... 106,224
Less excess of fair value over predecessor basis (4)............ (73,921)
--------
32,303
Debt issuance costs............................................. 8,471
--------
Net adjustment.............................................. $ 40,774
--------
--------
Preliminary allocation of net adjustment (5):
Inventory................................................... 2,842
Goodwill.................................................... (1,131)
Tradenames.................................................. 26,534
Patents..................................................... 4,670
Other assets (6)............................................ 7,859
--------
$ 40,774
--------
--------
-7-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)
4. THE REORGANIZATION--(CONTINUED)
(Footnotes for preceding page)
- ------------
(1) Consists of cash payments to Remsen and RPI of $90,351 and $48,049 (net
of the Preliminary Working Capital Adjustment), respectively, which are
reduced by certain Excluded Obligations.
(2) The fair value of equity interests issued to RPI consists of Preferred
Equity with a liquidation preference of $32,000 and Common Units with a fair
value of $3,440, based on the cash paid by the Vestar Members and certain
Management Investors for their respective equity interests. RPI's
predecessor basis in RPC was $8,208.
(3) Represents historical total partners' capital of RPC adjusted to reflect
$13,708 of Excluded Obligations.
(4) Represents adjustments to decrease the fair value of the interests retained
by RPI and certain Management Investors to reflect their carryover basis.
(5) Represents the adjustments required to record the preliminary allocation of
the excess of the consideration paid over RPC's historical basis in the net
assets acquired, adjusted to reflect their carryover basis. The acquired
assets are recorded 53.07% at fair value (for the common equity interest
acquired by the Vestar Members and certain of the Management Investors) and
46.93% at carryover basis (for the residual common equity interests retained
by RPI and certain of the Management Investors). The Company has not yet
received the final results of appraisals and other valuation studies which
are in process. However, management does not expect that differences between
the preliminary and final allocations will have a material impact on the
Company's financial position or income from operations.
(6) Represents debt issuance costs of $8,471 net of a $612 write-off of deferred
financing costs related to existing debt being repaid.
5. INVENTORIES
Inventories at December 31, 1995 and September 28, 1996 are comprised of:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -------------
<S> <C> <C>
Raw materials.................................................... $ 38 $ 48
Work in process.................................................. 7,177 8,125
Finished goods................................................... 46,874 72,208
------- -------
Inventory at FIFO cost, which approximates replacement cost...... 54,089 80,381
Less, Amount to reduce domestic manufactured inventories to LIFO
cost........................................................... (350) --
------- -------
$53,739 $80,381
------- -------
------- -------
</TABLE>
6. INCOME TAXES
Federal income taxes on net earnings of RPC are payable directly by the
members pursuant to the Internal Revenue Code. Accordingly, no provision has
been made for Federal income taxes for the Company. However, certain state
and local jurisdictions do not recognize L.L.C. status for taxing purposes and
require taxes be paid on net earnings. Furthermore, earnings of certain foreign
operations are taxable under local statutes. The provision for income taxes
reflects primarily the net tax due on foreign earnings.
-8-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)
7. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment at December 31, 1995
and September 28, 1996 is as follows:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -----------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C>
Land, building and improvements.................................. $ 8,208 $ 6,831
Machinery and equipment.......................................... 4,571 3,764
Tooling.......................................................... 6,226 3,230
Funiture, fixtures and other..................................... 2,302 1,592
-------- ---------
21,307 15,417
Less: Accumulated depreciation................................... (6,763) (763)
-------- ---------
$ 14,544 $14,654
-------- ---------
-------- ---------
</TABLE>
Depreciation expense was $2,206 and $2,084 for the nine
months (and $799 and $536 for the three months) ended
September 30, 1995 and September 28, 1996, respectively.
8. INTANGIBLE ASSETS, NET
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -----------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C>
Goodwill......................................................... $ 25,160 $21,575
Tradename........................................................ -- 26,534
Patents.......................................................... -- 4,670
Less: Accumulated amortization................................... (4,078) (800)
-------- ---------
$ 21,082 $51,979
-------- ---------
-------- ---------
</TABLE>
9. OTHER ASSETS, NET
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 28,
1995 1996
------------ -----------
(PREDECESSOR) (SUCCESSOR)
<S> <C> <C>
Deferred financing costs......................................... $ 2,280 $ 8,471
Less: Accumulated amortization................................... (1,557) (350)
-------- ---------
723 8,121
Debt Discount.................................................... -- 941
Other............................................................ 763 135
-------- ---------
$ 1,486 $ 9,197
-------- ---------
-------- ---------
</TABLE>
-9-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)
10. DEBT (SUCCESSOR)
Details of debt outstanding at September 28, 1996 are as follows:
September 28,
1996
-------------
(SUCCESSOR)
$70,000 revolving credit facility due June 30, 2002............. $ 30,439
Term loan due June 30, 2002..................................... 10,178
11% Series B Senior Subordinated Notes due May 15, 2006......... 130,000
-----------
170,617
Less: Current portion of long-term debt......................... 1,017
-----------
Long-term debt.................................................. $ 169,600
-----------
-----------
On the Closing Date, the Company entered into a credit agreement (the
"Senior Credit Agreement") with a consortium of banks. The Senior Credit
Agreement provides for a term loan of $5.0 million to the Company and $5.0
million to the Company's U.K. subsidiary (the "Term Loans"), a revolving credit
facility of $50.0 million to the Company and $20.0 million to the Company's U.K.
subsidiary (the "Revolving Credit Facilities") and a facility for additional
term loans of up to an aggregate of $30.0 million to the Company, the Company's
U.K. subsidiary and certain other subsidiaries (the "Acquisition Facility"). The
initial borrowings under the Senior Credit Agreement, along with the proceeds
of the Senior Subordinated Notes and the Equity Contribution, were used to repay
the debt of the predecessor company.
The obligations under the Senior Credit Agreement are guaranteed by each of
the Company's domestic subsidiaries and secured by their assets and properties
and pledge of the capital stock.
At the Company's option, the interest rates per annum applicable to the
loans under the Senior Credit Agreement will be based upon (a) in the case of
the Company, a Eurodollar rate ("LIBOR") plus 2.25% or the greater of (i) the
prime rate plus 1.0% and (ii) the federal funds rate plus 1.5% and (b) in the
case of loans to the Company's U.K. subsidiary, a EuroSterling Rate (the
"EuroSterling Rate") plus 2.25% or the Sterling Base Rate plus 1.0%; provided,
however, the interest rates are subject to reduction if certain requirements of
financial performance are met.
Outstanding loans under the Revolving Credit Facilities and Acquisition
Facility must be repaid by June 30, 2002. The Term Loans will amortize
quarterly over six years with amortization payments totaling $0.40 million
in the remainder of 1996, $1.00 million in 1997, $1.35 million in 1998,
$1.50 million in 1999, $1.75 million in 2000, $3.00 million in 2001 and
$1.00 million in 2002.
The Revolving Credit Facilities of the Company and Company's U.K. subsidiary
will be subject to a borrowing base of 85% of eligible accounts receivable and
60% of eligible inventory for the applicable borrower, with an additional
aggregate $10 million over-advance line available for up to five consecutive
months during each period beginning February 1 and ending January 31.
The Senior Credit Agreement requires the Company to meet certain financial
tests. The Senior Credit Agreement also contains covenants which, among other
things, will limit the incurrence of additional indebtedness, investments,
dividends, transactions with affiliates, asset sales, acquisitions and mergers.
-10-
<PAGE>
REMINGTON PRODUCTS COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)
11. COMMITMENTS AND CONTINGENCIES
The Company is involved in legal and administrative proceedings and claims
of various types. While any litigation contains an element of uncertainty,
management believes that the outcome of each such proceeding or claim which is
pending or known to be threatened, or all of them combined, will not have a
material adverse effect on the Company's consolidated financial position or
results of operations.
12. Other Income Statement Data
Included in the caption General and Administrative in the Consolidated
Statements of Operations for the 21 weeks ended May 23, 1996 are non-
recurring charges of approximately $10,900, reflecting the payment of
bonuses, termination of certain employment agreements and closing costs all
associated with the recapitalization of the business, and $1,300 of an
additional provision for doubtful accounts related to the bankruptcy of the
Company's largest customer in Canada.
Net Loss applicable to Common Members' Deficit is determined by
increasing the net loss by Preferred Equity dividend requirements.
13. Members' Deficit
Members' deficit for the period from May 23, 1996 to September 28, 1996
(Successor) is as follows:
<TABLE>
<CAPTION>
Excess of
Fair Value
Preferred Common Over Accumulated
Equity Units Predecessor basis Deficit Total
--------- ------ ----------------- ----------- -----
<S> <C> <C> <C> <C> <C>
Issuance of Preferred Equity $62,000 $ 62,000
Issuance of Common Units $7,742 7,742
Excess of fair value over
Predecessor basis $(73,921) (73,921)
------- ------ -------- -------- ---------
Balance - May 23, 1996 $62,000 $7,742 $(73,921) (4,179)
Preferred Equity Dividends (1) 2,609 $(2,609) 0
Net loss (1,164) (1,164)
------- ------ -------- -------- ---------
Balance - September 28, 1996 $64,609 $7,742 $(73,921) $(3,773) $ (5,343)
------- ------ -------- -------- ---------
------- ------ -------- -------- ---------
</TABLE>
- ---------------------------
(1) Represents 12% cumulative Preferred Equity with a liquidation preference
of $62,000.
14. Pro Forma Information
The following pro forma financial information gives effect to the
Reorganization as described in Note 4 above as if the Reorganization had
occurred as of January 1, 1995 and January 1, 1996. This pro forma financial
information does not give effect to any transactions other than the
Reorganization. It is provided for informational purposes only and does not
purport to represent Remington's results of operations had the Reorganization
in fact occurred on such dates, nor does it purport to be indicative of the
results of operations as of any future date or for any future period. Pro
forma net loss for the 9 months ended September 30, 1995 and September 28,
1996 was $1,062 and $15,365, respectively. Pro forma net loss attributable to
Common Members' Equity for the 9 months ended September 30, 1995 and
September 28, 1996 was $8,843 and $23,146. There are no pro forma adjustments
to revenues. The write up of first-in first-out cost basis inventory resulted
in a $1,900 non-recurring charge to cost of sales for the 18 weeks ended
September 28, 1996. No pro forma adjustments were made to eliminate this
charge for the nine months ended September 30, 1995 or September 28, 1996.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion should be read in connection with the
consolidated financial statements and accompanying notes.
To facilitate comparison of the operating results of the periods set
forth below, results of operations for the nine months ended September 28,
1996 were obtained by combining, without adjustment, the results of
operations of the Company from January 1, 1996 to May 23, 1996 (the
"Predecessor Period") with those of the Company for the period from May 24,
1996 to September 28, 1996 (the "Successor Period"). See columns denoted
"Predecessor" and "Successor" in the Statements of Income for the nine months
ended September 28, 1996 included in this report.
-12-
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- -------------------------------
SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 30, SEPTEMBER 28,
1995 1996 1995 1996
------------- ------------- ------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales:
U.S................................. $ 35.9 $ 29.8 $ 74.9 $ 69.5
U.S. service stores................. 7.0 7.1 20.1 19.5
International....................... 23.6 24.8 54.3 54.1
------ ------ ------- --------
66.5 61.7 149.3 143.1
Cost of sales......................... 38.0 37.7 85.2 87.2
------ ------ ------- --------
Gross profit.......................... 28.5 24.0 64.1 55.9
Operating expenses:
Advertising and promotion........... 7.1 5.9 15.0 14.3
Selling and marketing............... 8.6 8.8 23.8 25.3
General and administrative.......... 4.0 4.1 13.4 25.5
Goodwill amortization............... 0.4 .7 1.2 1.5
------ ------ ------- --------
Operating income (loss)............... 8.4 4.5 10.7 (10.7)
Interest expense...................... 1.9 4.8 5.5 9.0
Interest income....................... -- -- (0.3) (0.2)
Other (income) expense................ 0.3 -- 0.4 (0.2)
------ ------ ------- --------
Income (loss) before income taxes..... 6.2 (0.3) 5.1 (19.3)
Provision (benefit) for income
taxes................................ 0.1 0.6 0.1 0.1
------ ------ ------- --------
Net income (loss)..................... $ 6.1 $ (0.9) $ 5.0 $ (19.4)
------ ------ ------- --------
------ ------ ------- --------
STATEMENT OF OPERATIONS AS A PERCENTAGE
OF NET SALES:
Net sales............................. 100.0% 100.0% 100.0% 100.0%
Gross profit.......................... 42.9% 38.9% 42.9% 39.1%
Operating profit (loss)............... 12.6% 7.3% 7.2% (7.4)%
Net income (loss)..................... 9.2% (1.5)% (3.3)% (13.6)%
</TABLE>
-13-
<PAGE>
THREE MONTHS ENDED SEPTEMBER 28, 1996 COMPARED TO THREE MONTHS ENDED
--------------------------------------------------------------------
SEPTEMBER 30, 1995
------------------
NET SALES. Net sales for the three months ended September 28, 1996
were $61.7 million compared to $66.5 million for the three months ended
September 30, 1995, a decrease of 7.2%. As previously disclosed in the
second quarter financial statements, net sales were relatively unchanged for
the first half of 1996. This trend continued through August. The Company's
operations are highly seasonal with a large percentage of net sales generated
during the September through December time period.
Net sales in the United States decreased to $29.8 million in the third
quarter of 1996 from $35.9 million in the third quarter of 1995, a 17.0%
decrease. U.S. domestic net sales declined primarily as the result of (i)
lower average pricing of shaver products; (ii) lower unit volumes in certain
personal care lines; (iii) new product introduction delays of two key product
lines originally scheduled for the Fall season; and (iv) inventory reduction
programs instituted by certain major retailing customers.
Net sales through the Company's U.S. service stores were $7.1 million in
the third quarter of 1996, slightly above the prior year. Same store sales
increased 1.6% from the third quarter of 1995 to the third quarter of 1996.
International net sales were $24.8 million in the third quarter of 1996
up 5.1% from $23.6 million in the same period of 1995. Higher net sales in
Australia, United Kingdom and Germany were offset by declines in Canada
arising from the bankruptcy of the Company's largest Canadian customer and the
closing of the branch operation in Japan in 1995.
GROSS PROFIT. Gross profit decreased to $24.0 million or 38.9% of net
sales in the third quarter of 1996, from $28.5 million, or 42.9% of net sales,
in the same quarter of 1995. This decrease is primarily attributable to (i)
lower U.S. sales volumes, (ii) an inventory purchase accounting adjustment of
$1.4 million, (iii) a shift in the product mix to lower margin products and
(iv) price reductions on two shaver products to meet competitive pressures.
OPERATING EXPENSES. Operating expenses were $19.5 million in the third
quarter of 1996 compared to $20.1 million in the third quarter of 1995. Lower
U.S. advertising and promotional expenditures of $1.2 million due to lower
sales were offset in part by higher goodwill amortization of $0.3 million and
other general spending increases.
OPERATING INCOME. Operating income in the third quarter of 1996 was $4.5
million compared to $8.4 million in the third quarter of 1995 for the reasons
described above.
INTEREST EXPENSE. Net interest expense increased to $4.8 million in the
third quarter of 1996 from $1.9 million in the third quarter of 1995. Higher
debt balances and costs associated with the recapitalization of the business
resulted in the increase.
PROVISION FOR INCOME TAXES. The provision for income taxes was $0.6
million for the third quarter of 1996 compared to $0.1 million for 1995. The
provision is primarily related to income earned by the Company's foreign
subsidiaries.
-14-
<PAGE>
NINE MONTHS ENDED SEPTEMBER 28, 1996 COMPARED TO NINE MONTHS ENDED
-------------------------------------------------------------------
SEPTEMBER 30, 1995
------------------
NET SALES. Net sales for the nine months ended September 28, 1996 were
$143.1 million compared to $149.3 million for the nine months ended September
30, 1995, a decrease of 4.2%. Net sales in the United States decreased to $69.5
million in the first nine months of 1996 from $74.9 million in the first nine
months of 1995, a 7.2% decrease. Lower unit volumes, primarily hair dryers,
accounted for the decline.
Net sales through the Company's U.S. service stores declined to $19.5
million in the first nine months of 1996, from $20.1 million in the first nine
months of 1995, a decrease of 3.0%. Same store sales declined .6% from the
first nine months of 1995 to the first nine months of 1996. The decline in net
sales was primarily due to the closing or renovation of nine stores and the
opening of one new store subsequent to the first half of 1995 and to the
discontinuation of a direct mail catalog that was distributed in the latter part
of 1994 which produced net sales in 1995.
International net sales were $54.1 million in the first nine months of
1996 approximating the prior period's sales of $54.3 million. Higher net sales
in Australia of electric shavers, men's grooming products and foot spa
appliances were offset by declines in the U.K. export market and in Germany.
The bankrupcty of the Company's largest Canadian customer also resulted in
lower sales for the period as well as the closing of the branch operation in
Japan in 1995.
GROSS PROFIT. Gross profit decreased to $55.9 million, or 39.1% of net
sales in the first nine months of 1995. This decrease is primarily attributable
to lower sales volumes, an interim LIFO (Last-In, First-out) charge of $1.7
million in May 1996, a higher sales return provision of $0.8 million and an
inventory purchase accounting adjustment of $1.9 million.
OPERATING EXPENSES. Operating expenses were $66.6 million in the first
nine months of 1996 compared to $53.4 million in the first nine months of 1995.
The payment of bonuses, termination of employment agreements and closing costs
all associated with the recapitalization of the business accounted for $10.9
million of the increase in cost. In addition, a charge of $1.3 million was
taken related to the bankruptcy of the Company's largest customer in Canada.
Higher sales related commission costs in Australia of $0.5 million and
additional U.S. charges of $0.5 million for insurance and property taxes also
contributed to the increase.
OPERATING INCOME (LOSS). Operating loss in the first nine months of
1996 was $10.7 million compared to $10.7 million of income in the first half
of 1995 for the reasons described above.
INTEREST EXPENSE. Net interest expense increased to $9.0 million in the
first nine months of 1996 from $5.5 million in the first nine months of 1995.
Higher debt costs associated with the recapitalization of the business resulted
in the increase.
PROVISION FOR INCOME TAXES. The provision for income taxes was $0.1
million for the first nine months of 1996 compared to the same provision for
1995. The provision is primarily related to income earned by the Company's
foreign subsidiaries.
-15-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
On May 23, 1996, the Company was reorganized. As a result of the
reorganization of the Company, the following transactions occurred: (i) RPC
made cash payments to Remsen and RPI totalling $157.1 million (less the amount
of certain excluded obligations and funded indebtness at closing and subject
to a Working Capital Adjustment), (ii) the Vestar Members purchased Remsen's
interest in RPC for $33.4 million in cash; (iii) certain members of senior
management of RPC acquired an equity interest in the Company for $1.12
million (including a cash purchase of $0.86 million and assuming exercise of
certain management options with an aggregate exercise price $0.26 million),
(iv) RPC retained an equity investment in the Company with an implied value
of $35.4 million, and (v) RPC merged with and into the Company. In addition,
existing indebtedness of RPC was refinanced.
During the nine months ended September 30, 1995 and September 28, 1996
the Company used approximately $22.3 million and $1.3 million, respectively,
in cash from operating activities. This is primarily due to the seasonal
nature of the Company's business and the results of operations for the period.
As of September 28, 1996, the Company's total debt balances were
$171.8 million, consisting of $40.6 million under the credit facilities,
$130.0 million of 11% Senior Subordinated Notes, and $1.2 million of other
debt. Cash balances as of that date were $0.3 million, and the Company had
approximately $29.5 million available under its revolving credit facility.
Remington is currently in compliance with all covenant provisions in
its existing credit agreement and believes its current capital structure
provides it with sufficient flexibility and liquidity to meet the Company's
near-term working capital and debt service requirements.
CURRENT ECONOMIC CONDITIONS
- ---------------------------
The Company believes that the difficult operating conditions will
likely continue to adversely impact its U.S. domestic operations in the fourth
quarter. As a result, the Company expects that worldwide consolidated net
sales for the fourth quarter will be flat compared with 1995 and that
operating profit will experience a decline relative to the prior year.
Remington's management has recently undertaken several initiatives to
improve sales and profitability in 1997. These initiatives include: (i) the
introduction of several new women's personal care and shaver product lines in
October, 1996; (ii) the development of a new line of men shavers to be
introduced in 1997; and (iii) the planned opening of additional Service Stores
in advance of the 1996 Christmas season.
CAUTIONARY STATEMENTS
- ---------------------
Certain of the information contained herein may contain "forward
looking" information, as such term is defined by the Private Securities
Litigation Reform Act of 1995 and in releases made by the Securities and
Exchange Commission ("SEC"). Actual results could differ materially from
those projected in the forward-looking statements as a result of various
market conditions.
PART II.
Item 1. Legal Proceedings.
The Company and Philips Electronics N.V. ("Philips") are engaged in
litigation in the United Kingdom relating to certain trademarks and designs
issued to Philips relating to Philips' triple head rotary shaver. In these
proceedings, Philips alleged infringement of its trademarks and designs by the
Company and the Company counter-claimed that Philips' trademark and design
registrations are invalid. Related litigation in Canada initiated by the
Company with respect to Philips' trademarks was recently determined in favor
of the Company, although Philips has sought leave to appeal this ruling to the
Supreme Court of Canada. Philips also has design registrations in Canada for
its triple head rotary shaver which have not been litigated. The costs of the
U.K. litigation are, in certain circumstances, shared with Izumi, the Company's
supplier of rotary shavers. Izumi is also pursuing actions against Philips
in several other jurisdictions to contest the validity of certain of Philips'
trademarks. If such litigation is determinated adversely to the Company or
Izumi, the Company's ability to sell rotary shavers in such countries could
be limited or prohibited.
The Company is a party to other lawsuits and administrative proceedings
that arose in the ordinary course of business. Although the final results in
such suits and proceedings cannot be predicted, the Company presently
believes that any liability that may ultimately result will not have a
material adverse effect on the Company's financial position or results of
operations.
Item 5. Other Information.
On November 7, 1996, the Company issued a press release with respect to
its preliminary unaudited financial results for the quarter ended September
28, 1996. A copy of such press release is included as Exhibit 99 to this
Report on Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits - See Exhibit Index.
b. No Report on Form 8-K was filed by the Company during the quarter
ended September 28, 1996.
-16-
<PAGE>
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.
REMINGTON PRODUCTS COMPANY L.L.C.
---------------------------------
(Registrant)
Date: November 12, 1996 By /s/ F. Peter Cuneo
- ------------------------ -----------------------------
F. Peter Cuneo
President and Chief
Executive Officer
Date: November 12, 1996 By /s/ Michael Stanton
- ------------------------ -----------------------------
Michael Stanton
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
REMINGTON PRODUCTS COMPANY L.L.C.
EXHIBIT INDEX
Exhibit
Number Item
- ------- --------------------------------------------------------------------
3.1 Amended and Restated Limited Liability Company Agreement dated as of
May 16, 1996 by and among Vestar Shaver Corp. (formerly
Vestar/Remington Corp.) ("Vestar Corp. I"), Vestar Razor Corp.
("Vestar Corp. II" and, together with Vestar Corp. I the "Vestar
Members"), RPI Corp. (formerly known as Remington Products, Inc.)
("RPI"), and certain members of senior management of the Company."
3.2 Certificate of Formation of Remington Products Company, L.L.C.
("Remington").*
4.1 Indenture dated as of May 23, 1996 between Remington, Capital and The
Bank of New York, as trustee*
4.2 Forms of 11% Senior Subordinated Notes and Series B 11% Senior
Subordinated Notes.*
4.3 Purchase Agreement dated May 16, 1996 between Remington, Capital and
Bear, Stearns & Co. Inc.*
4.4 Registration Rights Agreement dated as of May 23, 1996 between
Remington, Capital and Bear, Stearns & Co. Inc.*
10.1 Credit and Guarantee Agreement dated as of May 23, 1996 among
Remington, certain of its subsidiaries, various leading institutions,
Fleet National Bank and Banque Nationale de Paris, as co-documentation
agents, and Chemical Bank, as administrative agent (the "Agent").*
10.2 Company Security Agreement dated as of May 23, 1996 made by Remington
in favor of the Agent.*
10.3 Form of Subsidiaries Securities Agreement dated as of May 23, 1996
made by each of Capital, Remington Corporation, L.L.C. ("IP
Subsidiary") and Remington Rand Corporation ("Rand") in favor of the
Agent.*
10.4 Conditional Assignment of and Security Interest in Patent Rights
(United States) dated as of May 23, 1996 made by IP Subsidiary in
favor of the Agent.*
10.5 Conditional Assignment of and Security Interest in Patent Rights
(United Kingdom) dated as of May 23, 1996 made by IP Subsidiary in
favor of the Agent.*
10.6 Conditional Assignment of and Security Interest in Trademark Rights
(United States) dated as of May 23, 1996 made by IP Subsidiary in
favor of the Agent.*
10.7 Conditional Assignment of and Security Interest in Trademark Rights
(United Kingdom) dated as of May 23, 1996 made by IP Subsidiary in
favor of the Agent.*
10.8 Members Limited Recourse Pledge Agreement dated as of May 23, 1996
made by Remington in favor of the Agent.*
10.9 Company Pledge Agreement dated as of May 23, 1996 made by Remington in
favor of the Agent.*
10.10 Subsidiaries Pledge Agreement dated as of May 23, 1996 made by Rand in
favor of the Agent.*
27 Financial Data Schedule.
99 Press release issued on November 7, 1996.
- -------------------------
* Incorporated by reference to Registration Statement on Form S-4, File No.
333-07429, filed on July 2, 1996 and amended on September 11, 1996 and on
September 30, 1996.
<PAGE>
Exhibit 27
This schedule contains summary financial information extracted from the results
of operations for the nine months ended September 28 and include the combined
results for predecessor and successor companies, and is qualified in its
entirety by reference to such financial statements.
Multiplier 1,000
<TABLE>
<S> <C>
Period Type 9-mos
Fiscal-Year-End Dec-31-1996
Period-Start Jan-01-1996
Period-End Sep-28-1996
Cash 325
Securities 0
Receivables 47,471
Allowances 2,492
Inventory 80,381
Current-Assets 132,678
PP&E 15,417
Depreciation 763
Total-Assets 208,508
Current-Liabilities 42,580
Bonds 169,600
Preferred-Mandatory 0
Preferred 0
Common 0
Other-SE (5,511)
Total-Liability-and-Equity 208,508
Sales 142,537
Total-Revenues 143,069
CGS 87,113
Total-Costs 87,113
Other-Expenses 66,481
Loss-Provision 1,403
Interest-Expense 8,751
Income-Pretax (19,276)
Income-Tax 79
Income-Continuing (19,335)
Discontinued 0
Extraordinary 0
Changes 0
Net-Income (19,355)
EPS-Primary 0
EPS-Diluted 0
</TABLE>
<PAGE>
Exhibit 99
REMINGTON ANNOUNCES PRELIMINARY
THIRD QUARTER RESULTS
BRIDGEPORT, CT, November 7 - Remington Products Company, L.L.C. today
announced preliminary unaudited financial results for its third quarter ended
September 28, 1996. For the quarter, Remington generated net sales of $61.7
million compared to $66.5 million for the quarter ended September 30, 1995. For
the nine months ended September 28, 1996, net sales were $143.1 million compared
to $149.3 million for the nine months ended September 30, 1995.
As previously disclosed in the second quarter financial statements, net
sales were relatively unchanged for the first half of 1996. This trend
continued through August. Remington's operations are highly seasonal with a
large percentage of net sales generated during the September through December
time period.
During the month of September, the company experienced a decline in its
financial performance compared to the prior year. This resulted in the decline
of U.S. domestic net sales of $6.1 million for the third quarter. International
net sales, however, experienced an increase of $1.2 million for the quarter.
Revenues for the company's Service Stores were flat compared to the prior year's
quarter.
U.S. domestic net sales declined primarily as the result of (i) lower
average pricing of shaver products; (ii) lower unit volumes in certain personal
care lines; (iii) new product introduction delays of two key product lines
originally scheduled for the Fall season; and (iv) inventory reduction programs
instituted by certain major retailing customers.
For the quarter, Remington generated operating income of $4.5 million,
compared to $8.4 million for the comparable 1995 period. For the nine months,
Remington reported an operating loss of $10.7 million compared to an operating
profit of $10.7 million in 1995. The nine-month operating loss includes various
non-cash or non-recurring charges related to the company's recapitalization in
May, 1996. The most significant of these were $10.9 million of costs and
obligations paid by the previous owners which were required to be reflected in
the company's financial statements.
<PAGE>
2
Operating profit in the third quarter of 1996 declined relative to the
comparable period in the previous year due to (i) the lower U.S. domestic net
sales described above; (ii) a non-cash, APB16 purchase accounting adjustment of
$1.4 million related to the consummation of the recapitalization in May, 1996;
(iii) a shift in the product mix which produced lower gross margin dollars; and
(iv) price reductions on two shaver products to meet competitive pressures.
The company believes that the difficult operating conditions will likely
continue to impact its U.S. domestic operations in the fourth quarter. As a
result, the company expects that worldwide consolidated net sales for the fourth
quarter will be flat compared with 1995 and that operating profit will
experience a decline relative to the prior year.
Remington's management has recently undertaken several initiatives to
improve sales and profitability in 1997. These initiatives include: (i) the
introduction of several new women's personal care and shaver product lines in
October, 1996; (ii) the development of a new line of men shavers to be
introduced in 1997; and (iii) the planned opening of additional Service Stores
in advance of the 1996 Christmas season.
As of September 28, 1996, the company's total debt balances were $171.8
million, consisting of $40.6 million under the credit facilities,
$130.0 million of 11% Senior Subordinated Notes, and $1.2 million of other debt.
Cash balances as of that date were $0.3 million, and the company had
approximately $29.5 million available under its revolving credit facility.
Remington is currently in compliance with all covenant provisions in its
existing credit agreement and believes its current capital structure provides it
with sufficient flexibility and liquidity to meet the company's near-term
working capital and debt service requirements.
Remington Products is one of the world's leading manufacturers and
marketers of men's and women's electrical personal care appliances. The
company's headquarters are located at 60 Main Street, Bridgeport, Connecticut.
- --------------------------------------------------------------------------------
Statements made in this press release include forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Such statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Among other things, expectations for the 1996 fourth quarter are
based on assumptions which management believes to be reasonable at this time
including assumptions concerning the volume and product risk of the sales. In
addition, there can be no assurance that the initiatives described above will be
successful. Information on other significant potential risks and uncertainties
not discussed herein may be found in the Company's filings with the Securities
and Exchange Commission including its Form 10Q for the quarter ended September
28, 1996 (which will be filed on November 12, 1996) and the Prospectus dated
October 3, 1996.
# # #
