<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
DECEMBER 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FROM TO
Commission File Number 0-5888
WAXMAN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-0899894
(State of Incorporation) (I.R.S. Employer
Identification Number)
24460 Aurora Road
Bedford Heights, Ohio 44146
(Address of Principal Executive Offices) (Zip Code)
(216) 439-1830
(Registrant's Telephone Number Including Area Code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.
Yes X No
--- ---
9,491,457 shares of Common Stock, $.01 par value, and 2,220,705 shares of Class
B Common Stock, $.01 par value, were issued and outstanding as of February 3,
1995.
<PAGE> 2
<TABLE>
INDEX
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
- - - -----------------------------
Item I. Financial Statements (Unaudited)
Consolidated Statements of Income - Six Months and
Three Months Ended December 31, 1994 and 1993 3
Consolidated Balance Sheets - December 31, 1994
and June 30, 1994 4-5
Consolidated Statements of Cash Flows - Six Months
Ended December 31, 1994 and 1993 6
Notes to Consolidated Financial Statements -
December 31, 1994 and 1993 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
- - - --------------------------
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
- - - ----------
</TABLE>
2
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
- - - ------------------------------
Item 1. Financial Information
---------------------
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
For the Six Months and Three Months Ended December 31, 1994 and 1993
(In Thousands, Except Per Share Data)
<CAPTION>
Six Months Ended Three Months Ended
December 31, December 31,
1994 1993 1994 1993
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 118,395 $ 107,934 $ 58,951 $ 53,233
Cost of sales 76,926 70,420 38,369 34,469
------- ------- ------- -------
Gross profit 41,469 37,514 20,582 18,764
Operating expenses 30,346 27,631 15,098 13,640
------- ------- ------- -------
Operating income 11,123 9,883 5,484 5,124
Interest expense, net 12,558 10,342 6,417 5,171
------- ------- ------- -------
Loss from continuing operations
before income taxes (1,435) (459) (933) (47)
Provision (benefit) for income taxes 100 (60) 50 (5)
------- ------- ------- -------
Loss from continuing operations (1,535) (399) (983) (42)
Income from discontinued
operations, net of taxes - 1,001 - 115
------- ------- ------- -------
Net income (loss) $ (1,535) $ 602 $ (983) $ 73
======== ======= ======= =======
Primary and fully diluted earnings
(loss) per share:
From continuing operations $ (.13) $ (.03) $ (.08) $ (.01)
From discontinued operations - .08 - .02
------- ------- ------- -------
Net income (loss) $ (.13) $ .05 $ (.08) $ .01
======== ======= ======= =======
<FN>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
3
<PAGE> 4
<TABLE>
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 1994 and June 30, 1994
(In Thousands)
ASSETS
<CAPTION>
December 31 June 30
1994 1994
----------- -------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,261 $ 2,026
Accounts receivable, net 37,214 37,216
Inventories 84,699 80,969
Prepaid expenses 4,729 4,987
------- -------
Total current assets 127,903 125,198
------- -------
PROPERTY AND EQUIPMENT:
Land 1,463 1,461
Buildings 12,761 12,421
Equipment 20,563 20,655
------- -------
34,787 34,537
Less accumulated depreciation
and amortization (16,992) (17,163)
------- -------
Property and equipment, net 17,795 17,374
------- -------
COST OF BUSINESSES IN EXCESS OF
NET ASSETS ACQUIRED, NET AND
OTHER ASSETS 41,781 40,892
------- -------
$187,479 $183,464
======= =======
<FN>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
</TABLE>
4
<PAGE> 5
<TABLE>
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 1994 and June 30, 1994
(In Thousands, Except Per Share Amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
December 31, June 30,
1994 1994
------------ -------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 6,829 $ 4,144
Accounts payable 21,369 20,427
Accrued liabilities 6,672 6,928
------- -------
Total current liabilities 34,870 31,499
------- -------
LONG-TERM DEBT, NET OF CURRENT PORTION 52,891 54,063
SENIOR SECURED NOTES 38,730 38,675
SENIOR SECURED DEFERRED COUPON NOTES 51,315 48,031
SUBORDINATED DEBT 48,905 48,905
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value per share:
Authorized and unissued 2,000 shares - -
Common stock, $.01 par value per share:
Authorized 22,000 shares; Issued 9,491
at December 31, 1994 and 9,490 at
June 30, 1994 95 95
Class B common stock $.01 par value per share:
Authorized 6,000 shares; Issued 2,221
at December 31, 1994 and 2,222 at
June 30, 1994 23 23
Paid-in capital 21,098 21,098
Retained deficit (60,448) (58,925)
-------- --------
Total stockholders' equity (deficit) (39,232) (37,709)
-------- --------
$187,479 $183,464
======== ========
<FN>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
</TABLE>
5
<PAGE> 6
<TABLE>
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended December 31, 1994 and 1993
(In Thousands)
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
CASH FROM (USED FOR):
OPERATIONS
Loss from continuing operations $ (1,535) $ (399)
Adjustments to reconcile loss
from continuing operations:
Non-cash interest - Deferred Coupon Notes 3,221 -
Depreciation and amortization 4,340 3,709
Changes in assets and liabilities:
Accounts receivable 2 479
Inventories (5,221) (6,016)
Prepaid expenses 258 537
Accounts payable 159 3,461
Accrued liabilities ( 83) (1,835)
------- -------
Net cash from (used for)
continuing operations 1,141 (64)
------- -------
Earnings from discontinued operations - 1,001
Other, net 12 (903)
Change in net liabilities of
discontinued operations (173) (222)
------- -------
Net cash provided by (used for) operations 980 (188)
------- -------
INVESTMENTS:
Capital expenditures (1,919) (865)
Change in other assets (339) 210
------- -------
Net cash used for investments (2,258) (655)
------- -------
FINANCING:
Net borrowings under credit agreements 698 1,465
Repayments of long-term debt (185) (214)
------- -------
Net cash from financing activities 513 1,251
------- -------
NET INCREASE (DECREASE) IN CASH (765) 408
BALANCE, BEGINNING OF PERIOD 2,026 406
------- -------
BALANCE, END OF PERIOD $ 1,261 $ 814
======= =======
<FN>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
6
<PAGE> 7
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1994 and 1993
(in thousands, except per share amounts)
Management believes that the information furnished in the accompanying
consolidated financial statements reflects all adjustments (consisting only of
normal recurring adjustments) which are necessary for a fair presentation of
the Company's financial position and results of operations for the periods
presented. The results of operations for the six months and three months ended
December 31, 1994 are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 1995 or any other period. The
information reported in the consolidated financial statements and the notes
below should be read in conjunction with the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
1. Business
--------
The Company believes that it is one of the leading suppliers of
plumbing products to the home repair and remodeling market in the
United States. The Company distributes plumbing, electrical and
hardware products, in both packaged and bulk form, to do-it-yourself
(D-I-Y) retailers, mass merchandisers, smaller independent retailers
and plumbing and electrical repair and remodeling contractors.
2. Consolidation and Prior-Year Reclassification
---------------------------------------------
The accompanying consolidated financial statements include the
accounts of Waxman Industries, Inc. and its wholly-owned subsidiaries
(the Company). All significant intercompany transactions and balances
are eliminated in consolidation. Certain fiscal 1994 amounts have
been reclassified to conform with the fiscal 1995 presentation
including a restatement to reflect the Company's Canadian subsidiary,
Ideal Plumbing Group, Inc. (Ideal) as a discontinued operation.
Ideal's operations were discontinued effective March 31, 1994.
3. Earnings Per Share
------------------
Primary earnings per share have been computed based on the weighted
average number of shares and share equivalents outstanding, which
totaled 11,712 for both the six months and three months ended
December 31, 1994 and 11,662 for both the six months and three months
ended December 31,1993. Share equivalents include the Company's
common stock purchase warrants. The conversion of the Company's
Convertible Subordinated Debentures due March 15, 2007 into shares of
common stock was not assumed in computing fully diluted earnings per
share in either 1994 or 1993, as the effect would be antidilutive.
4. Income Taxes
------------
In accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109), the
Company is currently unable to recognize any income tax benefit
relating to the loss from continuing operations. The tax provisions
for the six months and three months ended December 31, 1994 represent
provisions for state and foreign taxes.
7
<PAGE> 8
The Company currently has $59.6 million of available domestic net
operating loss carryforwards which expire through 2009. The benefit
of these net operating loss carryforwards has been reduced 100% by a
valuation allowance. The Company will continue to evaluate the
valuation allowance and to the extent that the Company is able to
recognize tax benefits in the future, such recognition will favorably
affect future results of operations.
5. Supplemental Cash Flow Information
----------------------------------
Cash payments during the six months ended December 31, 1994 and 1993
included income taxes of $366 and $271, and interest of $8,620 and
$10,075 respectively.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
A. Results of Operations
---------------------
Net Sales
- - - ---------
Net sales for the 1995 second quarter totaled $59.0 million, compared to $53.2
million in the 1994 second quarter, an increase of 10.7%. Net sales for the
six month period increased 9.7% from $107.9 million in the 1994 six month
period to $118.4 million in the 1995 six month period. The Company's 1995 six
month net sales were adversely affected by the sale of H. Belanger Plumbing
Accessories (Belanger) in October 1993. Belanger's sales in the prior year six
month period totaled $1.5 million. Excluding the impact of Belanger, sales
increased 11.3% for the six month period. The net sales increases are
primarily the result of the continued growth of the Company's Barnett and
Consumer Products subsidiaries. Barnett's net sales increased 16.1% from
$23.1 million in the 1994 second quarter to $26.8 million in the 1995 second
quarter and 14.0% from $45.8 million in the 1994 six month period to $52.2 in
the 1995 six month period. New product introductions accounted for $1.7
million and $3.4 million of the increases for the 1995 second quarter and six
month period, respectively. The remainder of Barnett's increases were the
result of the growth of Barnett's customer base. Consumer Products' net sales
increased 3.2% from $17.9 million in the 1994 second quarter to $18.5 million
in the 1995 second quarter and 11.0% from $35.9 million in the 1994 six month
period to $39.9 million in the 1995 six month period. The increase in net
sales is the result of Consumer Products' expansion of its business with
several of its large customers. The opening orders for this additional
business totaled approximately $2.5 million and were shipped during the 1995
first quarter.
Gross Profit
- - - ------------
The Company's gross margins declined from 35.2% for the 1994 second quarter to
34.9% for the 1995 second quarter and increased from 34.8% in the 1994 six
month period to 35.0% in the 1995 six month period. The slight decline in
gross margin for the second quarter is primarily due to proportionately lower
sales of higher margin packaged products during the quarter.
Operating expenses
- - - ------------------
Operating expenses for the second quarter increased 10.7% from $13.6 million in
the 1994 second quarter to $15.1 million in the 1995 second quarter. For the
six month period, operating expenses increased 9.8% from $27.6 million in the
1994 six month period to $30.3 million in the 1995 six month period. Excluding
the impact of the sale of Belanger, operating expenses for the six months were
up 11.9%. The increases are attributable to Barnett and Consumer Products and
are consistent with the increases in sales from these operations. Operating
expenses increased approximately $1.1 million for the six month period for both
Barnett and Consumer Products.
8
<PAGE> 9
Operating Income
- - - ----------------
The Company's operating income totaled $5.5 million or 9.3% of net sales and
$5.1 million or 9.6% of net sales for the 1995 and 1994 second quarters,
respectively, an increase of 7.0%. For the 1995 and 1994 six month periods,
operating income totaled $11.1 million or 9.4% of net sales and $9.9 million or
9.2% of net sales, respectively, an increase of 12.5%.
Interest Expense
- - - ----------------
The Company's interest expense totaled $6.4 million for the 1995 second
quarter, compared with $5.2 million for the 1994 second quarter. Interest
expense totaled $12.6 million for the 1995 six month period, compared with
$10.3 million for the 1994 six month period. The increase in interest expense
is primarily the result of the Company's financial restructuring which was
completed last May. Average borrowings outstanding increased from $166.7
million and $166.5 million in the 1994 second quarter and six month periods,
respectively, to $198.5 million and $197.6 million for the same periods in the
current year. The increase in average borrowings outstanding is due to
increased working capital needs relating to the growth of the Company's
operations as well as the impact of the additional debt incurred in connection
the Company's May debt restructuring, The debt restructuring significantly
reduced the Company's cash interest requirements. Cash interest expense
totaled $4.2 million and $8.2 million for the 1995 second quarter and six month
period, respectively. The weighted average interest rate increased from 12.1%
and 12.2% in the 1994 second quarter and six month period, respectively, to
12.7% and 12.4% in each of the same periods in the current fiscal year. The
Company's weighted average interest rates have been negatively affected by the
recent increases in short-term interest rates. Currently the Company has
approximately $62 million of floating rate debt.
Income Taxes
- - - ------------
In accordance with the provisions of SFAS 109, the Company is unable to benefit
losses in the current year. The Company has $59.6 million of available
domestic net operating loss carryforwards which expire through 2009, the
benefit of which has been reduced 100% by a valuation allowance. The Company
will continue to evaluate the valuation allowance and to the extent that the
Company is able to recognize tax benefits in the future, such recognition will
favorably affect future results of operations.
Loss From Continuing Operations
- - - -------------------------------
The Company's loss from continuing operations for the 1995 second quarter
totaled $1.0 million compared with a loss of $42 in the 1994 second quarter.
For the 1995 six month period, the loss from continuing operations totaled $1.5
million compared with a loss of $.4 million in the 1994 six month period.
Discontinued Operations
- - - -----------------------
The Company's net income from discontinued operations totaled $.1 million and
$1.0 million for the 1994 second quarter and six months, respectively.
Net Loss
- - - --------
The Company's net loss for the 1995 second quarter totaled $1.0 million
compared with net income of $73 in the 1994 second quarter. For the 1995 six
month period, the net loss totaled $1.5 million compared with net income of $.6
million in the 1994 six month period.
B. Liquidity and Capital Resources
-------------------------------
On May 20, 1994, the Company completed a financial restructuring which was
undertaken to modify the Company's capital structure to facilitate the growth
of its domestic businesses by reducing cash interest expense and increasing the
Company's liquidity.
9
<PAGE> 10
As part of the restructuring, the Company exchanged $50 million of its 13-3/4%
Senior Subordinated Notes due 1999 (the Subordinated Notes) for $50 million
initial accreted value of 12-3/4% Senior Secured Deferred Coupon Notes due 2004
(the Deferred Coupon Notes). Approximately $48.8 million of the Subordinated
Notes remain outstanding. The Deferred Coupon Notes have no cash interest
requirements until June 1, 1999. As a result of the exchange, the Company's
cash interest requirements have been significantly reduced for five years. In
addition, the $50 million of Subordinated Notes exchanged can be used to
satisfy the Company's mandatory sinking fund requirements with respect to such
issue and, as such, the $20 million mandatory sinking fund payments due on June
1, 1996 and 1997 have been satisfied and the mandatory sinking fund payment due
on June 1, 1998 has been reduced to $8.8 million. The Company is, however,
required to make mandatory sinking fund payments of $17.0 million on each of
September 1, 1996 and 1997 with respect to its Senior Secured Notes due 1998
(Senior Secured Notes).
As part of the restructuring, the Company's indirect subsidiaries Barnett Inc.,
Waxman Consumer Products Group Inc. and WOC Inc. (the Operating Companies)
entered into a $55 million, four-year, secured credit facility with an
affiliate of Citibank, N.A., as agent for certain financial institutions. The
secured credit facility, which has an initial term of three years, will be
extended for an additional year if the Company's Senior Secured Notes have been
repaid on or before March 1997. The secured credit facility is subject to
borrowing base formulas. The secured credit facility prohibits dividends and
distributions by the Operating Companies except in certain limited instances.
At December 31, 1994, availability under the secured credit facility totaled
approximately $8.6 million.
Also, as part of the restructuring, the Operating Companies also entered into a
$15.0 million three-year term loan with Citibank, N.A., as agent for certain
financial institutions. A one-time fee of 1.0% of the principal amount
outstanding under the term loan was paid on November 20, 1994 as such loan was
not repaid by such date. The term loan will be required to be prepaid if a
refinancing is completed which is sufficient to retire the Subordinated Notes,
the Senior Secured Notes and the term loan.
A one-time fee of 1.0% of the outstanding principal amount of the Senior
Secured Notes was paid in January 1995 as such notes were not retired before
December 31, 1994.
The Company does not have any commitments to make substantial capital
expenditures. However, the Company is considering opening up to 4 Barnett
warehouses over the next twelve months. The average cash cost to open a
Barnett warehouse is approximately $0.5 million, including $250 for inventory
and approximately $250 for fixed assets, leasehold improvements and startup
costs.
The Company is continually reviewing its operations and exploring alternatives
to further enhance its profitability. One of the alternatives actively being
reviewed is the downsizing of Consumer Products' distribution network from four
locations to three. A decision regarding the possible shutdown of a
distribution center is expected to be made by the end of the fiscal third
quarter. The Company expects that any decision to shut down a distribution
center would result in the incurrence of a restructuring charge. Although the
amount of any such charge cannot be reasonably estimated at the current time,
management believes that the impact of such charge on the Company's operations
would not be material.
The Company currently has no significant mandatory sinking fund requirements
for fiscal 1995. Commencing March 1995, the Company will be required to make
quarterly principal payments of $1.0 million under its Domestic Term Loan. In
addition, as noted above, the Company is required to make mandatory sinking
fund payments of $17.0 million relating to its Senior Secured Notes on each of
September 1, 1996 and 1997. The Company is also required to make a mandatory
sinking fund payment of $8.8 million relating to its Senior Subordinated Notes
on June 1, 1998.
10
<PAGE> 11
As a result of the issuance of the Deferred Coupon Notes, which significantly
reduces cash interest requirements until June 1, 1999, the Company believes
that funds generated from operations along with funds available under the
Company's revolving credit facility will be sufficient to satisfy the Company's
liquidity requirements (including the term loan principal payments) until
September 1, 1996, the date the first mandatory sinking fund payment is due.
In order to eliminate and/or satisfy such mandatory sinking fund obligations,
and to decrease the Company's high degree of leverage, the Company will have to
obtain a significant infusion of funds either through additional debt
refinancing transactions or the sale of equity and/or assets. Although the
Company is actively exploring its various alternatives, it has not yet
committed to any specific course of action or transaction.
Discussion of Cash Flows
- - - ------------------------
For the 1995 six month period, the Company's continuing operations generated
$1.1 million of cash flow for operations which included a use of $4.9 million
of cash for increased working capital. Working capital has increased as a
result of the Company's higher sales levels and increased business activity.
Cash flow used for investments totaled $2.3 million, the majority of which
related to capital expenditures. Financing activities generated approximately
$0.5 million of cash flow as the Company increased amounts outstanding under
its revolving credit facilities.
PART II. OTHER INFORMATION
- - - ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Four proposals were voted upon by the Company's stockholders at the Annual
Meeting of Stockholders of the Company held on December 1, 1994. A brief
description of each proposal voted upon at the Annual Meeting and the number of
votes cast for, against and withheld, as well as the number of abstentions and
brokers non-votes as to each such proposal, are set forth below.
A vote by ballot was taken at the Annual Meeting for the election of five
directors of the Company to hold office until the next Annual Meeting of
Stockholders of the Company and until their respective successors are elected
and qualified. The aggregate numbers of shares of Common Stock (a) voted in
person or by proxy for each nominee or (b) with respect to which proxies were
withheld for each nominee, were as follows:
Nominees For Withheld
-------- ----------- ----------
Melvin Waxman 28,078,078 309,642
Armond Waxman 28,074,573 313,147
Samuel J. Krasney 28,079,073 308,647
Judy Robins 28,083,323 304,397
Irving Z. Friedman 28,076,523 311,197
A vote by ballot was taken at the Annual Meeting on the approval of the
Company's 1994 Stock Option Plan for Non-Employee Directors. The aggregate
numbers of shares of Common Stock in person or by proxy (a) voted for, (b)
voted against or (c) abstaining from the vote on such proposal, were as
follows:
Broker
For Against Abstain Non-Votes
---------- ------- ------- ---------
24,807,184 812,435 85,738 2,682,363
11
<PAGE> 12
A vote by ballot was taken at the Annual Meeting on the approval of an
amendment to the Company's 1992 Incentive and Non-Qualified Stock Option Plan
increasing the number of shares of the Company's Common Stock subject to the
Plan from 1,100,000 shares to 1,500,000 shares and limiting the aggregate
number of shares that may be subject to options awarded to any one participant
pursuant to the Plan to 750,000 shares. The aggregate numbers of shares of
Common Stock in person or by proxy (a) voted for, (b) voted against or (c)
abstaining from the vote on such proposal, were as follows:
Broker
For Against Abstain Non-Votes
---------- ------- ------- ---------
24,802,035 823,971 80,351 2,681,363
A vote by ballot was taken at the Annual Meeting on the proposal to ratify the
appointment of Arthur Andersen LLP as auditors for the Company for the fiscal
year ending June 30, 1995. The aggregate numbers of shares of Common Stock in
person or by proxy (a) voted for, (b) voted against or (c) abstaining from the
vote on such proposal, were as follows:
For Against Abstain
---------- ------- -------
28,236,700 109,590 41,430
The foregoing proposals are described more fully in the Company's definitive
proxy statement dated November 1, 1994, filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 27 Financial Data Schedule
b. There were no reports on Form 8-K filed during the quarter.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WAXMAN INDUSTRIES, INC.
-----------------------
Registrant
Date: February 8, 1995 By: /s/ Neal R. Restivo
--------------------------
Neal R. Restivo
Senior Vice President, Finance and
Chief Financial Officer (principal
financial and accounting officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000105096
<NAME> WAXMAN INDUSTRIES, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,261
<SECURITIES> 0
<RECEIVABLES> 37,214
<ALLOWANCES> 0
<INVENTORY> 84,699
<CURRENT-ASSETS> 127,903
<PP&E> 17,795
<DEPRECIATION> 16,992
<TOTAL-ASSETS> 187,479
<CURRENT-LIABILITIES> 34,870
<BONDS> 138,950
<COMMON> 118
0
0
<OTHER-SE> (39,350)
<TOTAL-LIABILITY-AND-EQUITY> 187,479
<SALES> 118,395
<TOTAL-REVENUES> 0
<CGS> 76,926
<TOTAL-COSTS> 30,346
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,558
<INCOME-PRETAX> (1,435)
<INCOME-TAX> 100
<INCOME-CONTINUING> (1,535)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,535)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
