<PAGE> 1
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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 January 29, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission file number 0-12628
<TABLE>
<CAPTION>
CML GROUP, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<S> <C>
Delaware 04-2451745
- ------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
524 Main Street, Acton, Massachusetts 01720
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 264-4155
--------------
</TABLE>
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 90 days. Yes X No
------- -------
Number of shares outstanding of each of the issuer's classes of common stock:
50,536,441 shares of common stock, $.10 par value, as of March 4, 1994.
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Page 1 of 16 Pages
Exhibit Index Begins at Page 15
<PAGE> 2
CML GROUP, INC. AND SUBSIDIARIES
--------------------------------
Form 10-Q
<TABLE>
INDEX
<CAPTION>
Page
----
<S> <C>
Part I: Financial Information
Item 1: Financial Statements
Consolidated Condensed Balance Sheets as of
January 29, 1994 and July 31, 1993 3 - 4
Consolidated Condensed Statements of Income
for the three-month and six-month periods ended
January 29, 1994 and January 30, 1993 5
Consolidated Condensed Statements of Cash
Flows for the six-month periods ended
January 29, 1994 and January 30, 1993 6
Notes to Consolidated Condensed Financial Statements 7 - 9
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 12
Part II: Other Information 13 - 14
Signatures 14
Exhibit Index 15
</TABLE>
2
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<TABLE>
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Balance Sheets
-------------------------------------
ASSETS
January 29, 1994 July 31, 1993
---------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 75,512,000 $ 64,010,000
Accounts receivable - trade 38,194,000 23,884,000
Prepaid income taxes 7,127,000 7,127,000
Inventories:
Raw materials 13,946,000 8,940,000
Work in process 1,295,000 2,603,000
Finished goods 59,017,000 56,950,000
------------ ------------
Total inventories 74,258,000 68,493,000
Other current assets 25,653,000 12,879,000
------------ ------------
Total current assets 220,744,000 176,393,000
------------ ------------
Property, plant and equipment, at cost:
Land and buildings 18,617,000 14,663,000
Machinery and equipment 72,008,000 56,379,000
Leasehold improvements 100,923,000 89,122,000
------------ ------------
191,548,000 160,164,000
Less accumulated depreciation 57,676,000 48,707,000
------------ ------------
133,872,000 111,457,000
------------ ------------
Goodwill 33,305,000 33,847,000
Other assets 17,739,000 18,474,000
------------ ------------
$405,660,000 $340,171,000
============ ============
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
3
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<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Balance Sheets
-------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
January 29, 1994 July 31, 1993
---------------- -------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 295,000 $ 303,000
Accounts payable 31,986,000 36,199,000
Accrued compensation 7,613,000 7,537,000
Accrued restructuring costs 1,898,000 2,274,000
Accrued income taxes 24,072,000 5,036,000
Other accrued expenses 37,177,000 23,853,000
------------ ------------
Total current liabilities 103,041,000 75,202,000
------------ ------------
Noncurrent liabilities:
Long-term debt 1,394,000 1,529,000
Convertible subordinated debentures 57,500,000 57,500,000
Other noncurrent liabilities 22,940,000 21,690,000
------------ ------------
Total noncurrent liabilities 81,834,000 80,719,000
------------ ------------
Stockholders' equity:
Common stock par value $.10 per share
Authorized - 120,000,000 shares
Issued - 51,770,008 shares and
51,580,098 shares 5,177,000 5,158,000
Additional paid-in capital 76,150,000 75,347,000
Retained earnings 159,553,000 116,136,000
------------ ------------
240,880,000 196,641,000
Less treasury stock, at cost, 1,213,567
shares and 888,798 shares 20,095,000 12,391,000
------------ ------------
220,785,000 184,250,000
------------ ------------
$405,660,000 $340,171,000
============= ============
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
4
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<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Income
-------------------------------------------
For the periods ended January 29, 1994
and January 30, 1993
Three Months Six Months
------------------------- -------------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $291,970,000 $236,362,000 $429,157,000 $343,539,000
------------ ------------ ------------ ------------
Less costs and expenses:
Cost of goods sold 110,079,000 91,557,000 160,900,000 134,231,000
Selling, general and administrative expenses 118,745,000 90,215,000 192,737,000 144,796,000
Interest expense 596,000 359,000 1,264,000 709,000
------------ ------------ ------------ ------------
229,420,000 182,131,000 354,901,000 279,736,000
------------ ------------ ------------ ------------
Income before provision for income taxes 62,550,000 54,231,000 74,256,000 63,803,000
Provision for income taxes 24,248,000 21,693,000 28,813,000 25,522,000
------------ ------------ ------------ ------------
Net income $ 38,302,000 $ 32,538,000 $ 45,443,000 $ 38,281,000
============ ============ ============ ============
Earnings per share:
Primary $0.74 $0.63 $0.88 $0.74
===== ===== ===== =====
Fully diluted $0.72 $0.63 $0.86 $0.74
===== ===== ===== =====
Weighted average number of shares outstanding 51,827,986 52,005,838 51,895,280 51,957,484
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
5
<PAGE> 6
<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
-----------------------------------------------
For the Six Months Ended
----------------------------------------
January 29, 1994 January 30, 1993
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $45,443,000 $38,281,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,581,000 8,406,000
Provision for doubtful notes receivable -- 1,164,000
Loss on disposal of property, plant and equipment 477,000 388,000
Changes in working capital items (4,006,000) 14,854,000
(Increase) decrease in other assets 242,000 (2,529,000)
Decrease in goodwill -- 469,000
Increase (decrease) in other noncurrent liabilities 1,250,000 (656,000)
----------- -----------
Net cash provided by operating activities 54,987,000 60,377,000
----------- -----------
Cash flows from investing activities:
Additions to property, plant and equipment (33,748,000) (22,620,000)
Reduction in notes receivable 40,000 464,000
----------- -----------
Net cash used in investing activities (33,708,000) (22,156,000)
----------- -----------
Cash flows from financing activities:
Decrease in long-term debt (143,000) (5,124,000)
Proceeds from sale of convertible debentures -- 57,500,000
Dividends paid (2,026,000) (1,314,000)
Exercise of stock options 260,000 763,000
Acquisition of treasury stock (7,868,000) (4,352,000)
----------- -----------
Net cash provided by (used in) financing activities (9,777,000) 47,473,000
----------- -----------
Net increase in cash and cash equivalents during the period 11,502,000 85,694,000
Cash and cash equivalents at the beginning of the period 64,010,000 3,517,000
----------- -----------
Cash and cash equivalents at the end of the period $75,512,000 $89,211,000
=========== ===========
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
6
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
- ----------------------------------------------------
Note 1
- ------
The accompanying consolidated condensed financial statements and
notes should be read in conjunction with the financial statements
contained in the Company's Annual Report on Form 10-K. In the
opinion of management, the accompanying consolidated condensed
financial statements include all adjustments necessary for a fair
presentation of the results of the interim periods presented and
all such adjustments are of a normal recurring nature. The
retail industry is seasonal in nature and the results of
operations for the interim periods presented may not be
indicative of the results for a full year.
The Company does not currently provide any benefit plans covered
by SFAS Nos. 106 or 112.
Certain 1993 amounts have been reclassified to conform to the 1994 presentation.
<TABLE>
Note 2 - Long-term Debt
- -----------------------
Consolidated long-term debt is summarized as follows:
January 29, 1994 July 31, 1993
---------------- -------------
<S> <C> <C>
Note payable $1,420,000 $1,489,000
Obligations under capital leases 269,000 343,000
---------- ----------
1,689,000 1,832,000
Less current portion 295,000 303,000
---------- ----------
Long-term debt $1,394,000 $1,529,000
========== ==========
</TABLE>
Note 3 - Contingencies
- ----------------------
Litigation
----------
In October 1992, The Nature Company filed a lawsuit against
Natural Wonders, Inc. in federal court which seeks both damages
and injunctive relief to remedy alleged false representations,
intellectual property infringement and unfair competition by
Natural Wonders. In November 1992, Natural Wonders responded by
filing counterclaims against The Nature Company alleging unfair
competition, interference with Natural Wonders' contractual
relations and prospective business advantage in violation of
state and federal antitrust laws. The Nature Company is
vigorously opposing the counterclaim.
In May 1993, Soloflex, Inc. commenced a civil suit against
NordicTrack in federal court alleging false advertising,
intellectual property infringement, trademark dilution and other
common law causes of action, all allegedly arising out of
NordicTrack's advertising. Soloflex has filed a motion for
preliminary injunction. NordicTrack has filed a counterclaim
against Soloflex alleging false advertising and seeking
unspecified actual and punitive damages to be proved at trial.
Both of these lawsuits are still in the discovery stage and,
while the Company believes that it will prevail, no assurance can
be given of a favorable outcome in either or both lawsuits. The
Company believes that an unfavorable outcome in either or both
lawsuits would not have a
7
<PAGE> 8
material adverse effect on the Company's financial condition but
could adversely affect the operating results for the period or
periods in which such outcome occurs.
The Company is involved in various other legal proceedings and
claims which have arisen in the ordinary course of business.
Management believes the outcome of such proceedings will not have
a material adverse impact on the Company's financial condition or
results of operations.
Environmental Matters
---------------------
On June 3, 1991, the Company received from the United States
Environmental Protection Agency ("EPA") a Special Notice Letter
("Special Notice") containing a formal demand on the Company as a
Potentially Responsible Party ("PRP") for reimbursement of the
costs incurred and expected to be incurred in response to
environmental problems at a so-called "Superfund" site in Conway,
New Hampshire. The EPA originally estimated the costs of remedial
action and future maintenance and monitoring programs at the site
at about $7.3 million. The Superfund site includes a vacant
parcel of land owned by a subsidiary of the Company as well as
adjoining property owned by others. No manufacturing or other
activities involving hazardous substances have ever been
conducted by the Company or its affiliates on the Superfund site
in Conway. The environmental problems affecting the land resulted
from activities by the owners of the adjoining parcel.
Representatives of the Company have engaged in discussions with
the EPA regarding responsibility for the environmental problems
and the costs of cleanup. The owners of the adjoining parcel are
bankrupt. The EPA commenced cleanup activities at the site in
July 1992.
The EPA has expended approximately $1.4 million for the removal
phase of the site cleanup, which has now been completed. The EPA
had estimated that the removal costs would exceed $3.0 million,
but only a small portion of the solid waste removed from the site
was ultimately identified as hazardous waste. Therefore, the
EPA's actual response costs for the removal phase were less than
the EPA originally estimated. The EPA has recently begun to
implement the groundwater phase of the cleanup, which was
originally estimated by the EPA to cost approximately $4.0
million.
The Company believes that the EPA's estimated cost for cleanup,
including the proposed remedial actions, is excessive and
involves unnecessary actions. In addition, a portion of the
proposed remedial cost involves cleanup of the adjoining property
that is not owned by the Company or any of its affiliates.
Therefore, the Company believes it is not responsible for that
portion of the cleanup costs. The Company has reserves and
insurance coverage (from its primary insurer) for environmental
liabilities at the site in the amount of approximately $2.3
million. The Company also believes that it is entitled to
additional insurance from its excess insurance carriers. However,
if excess liability coverage is not available to the Company and
the ultimate liability substantially exceeds the primary
insurance amount and reserves, the liability would have a
material adverse effect upon the Company's operating results for
the period in which the resolution of the claim occurs, but would
not have a material adverse effect upon the Company's financial
condition.
8
<PAGE> 9
In June 1992, the EPA notified the Company it may be liable for
the release of hazardous substances by a former subsidiary at a
hazardous waste treatment and storage facility in Southington,
Connecticut. The EPA has calculated the Company's volumetric
contribution at less than two tenths of one percent. The EPA has
not completed its Remedial Investigation/Feasibility Study and,
therefore, an estimate of cleanup costs is not available.
Note 4 - Dividend
- -----------------
On February 28, 1994, the Company's Board of Directors declared a
cash dividend of $0.02 per share, payable June 17, 1994 to
shareholders of record as of May 31, 1994.
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations.
------------------------------------
Financial Condition
- -------------------
Stockholders' equity increased by $36.6 million from $184.2
million at July 31, 1993 to $220.8 million at January 29, 1994
due primarily to net income of $45.4 million partially offset by
the repurchase of $7.9 million of common stock. During the first
six months of fiscal 1994, the Company spent approximately $33.7
million on additions to property, plant and equipment. The
Company's ratio of long-term debt to equity decreased from 0.32
to 1 at July 31, 1993 to 0.27 to 1 at January 29, 1994 primarily
due to the increase in stockholders' equity. The Company's
available cash increased from $64.0 million at July 31, 1993 to
$75.5 million at January 29, 1994. Total unused borrowing
capacity under the Company's revolving credit agreement was
approximately $59.7 million at January 29, 1994 compared to $27.2
million at July 31, 1993.
Results of Operations
- ---------------------
During the second quarter of fiscal 1994, net sales increased by
$55.6 million to $292.0 million, or 23.5%, over the second
quarter of fiscal 1993, while net income increased by 17.8% to
$38.3 million as compared to $32.5 million in the second quarter
of fiscal 1993. For the first six months of fiscal 1994, net
sales increased by $85.7 million to $429.2 million, or 24.9%,
compared to $343.5 million in the first six months of fiscal 1993
while net income increased by 18.5% to $45.4 million as compared
to $38.3 million in the first six months of fiscal 1993.
Total retail store sales increased by $31.8 million to $179.4
million, or 21.5%, over the second quarter of fiscal 1993.
During the second quarter of fiscal 1994, comparable store sales
decreased by 2.9%. For the first six months of fiscal 1994,
total retail store sales increased by $46.8 million to $256.9
million, or 22.3%, over the first six months of fiscal 1993 and
comparable store sales decreased by 2.4%. The increase in total
retail store sales for the second quarter and first six months of
fiscal 1994 was due primarily to the addition of new NordicTrack,
The Nature Company and Britches Great Outdoors stores.
Direct response and mail order sales increased by $23.8 million
to $112.6 million, or 26.8%, over the second quarter of fiscal
1993 and by $38.8 million to $172.3 million, or 29.1%, over the
first six months of fiscal 1993. The increase in direct response
and mail order sales for the second quarter and first six months
of fiscal 1994 was due primarily to higher direct response sales
at NordicTrack and the acquisition of Smith & Hawken in February
1993.
Cost of goods sold decreased from 38.7% and 39.1% of sales in the
second quarter and first six months of fiscal 1993, respectively,
to 37.7% and 37.5% of sales in the second quarter and first six
months of fiscal 1994, respectively. The decrease in cost of
goods sold for the second quarter and first six months of fiscal
1994 was due primarily to higher gross margins at NordicTrack, The
Nature Company and Britches of Georgetowne.
Selling, general and administrative expenses increased from 38.2%
and 42.1% of sales in the second quarter and first six months of
fiscal 1993, respectively, to 40.7% and 44.9% of sales in the second
quarter and first six months of fiscal 1994, respectively. The increase
in selling, general and administrative expenses for the second quarter
and first six months of fiscal 1994 was
10
<PAGE> 11
due to higher expenses at NordicTrack and The Nature Company and the
acquisition of Smith & Hawken.
Interest expense increased to $0.6 million, or 0.2% of sales, in
the second quarter of fiscal 1994 compared to $0.4 million in the
second quarter of fiscal 1993. During the first six months of
fiscal 1994, interest expense increased to $1.3 million, or 0.3%
of sales, compared to $0.7 million, or 0.2% of sales, in the
first six months of fiscal 1993. The increase in interest
expense during the second quarter and first six months of fiscal
1994 was due primarily to the interest payments on the $57.5
million principal amount of 5-1/2% convertible subordinated
debentures issued during fiscal 1993.
The provision for income taxes as a percentage of pretax income
decreased from 40.0% in the second quarter and first six months
of fiscal 1993 to 38.8% in the second quarter and first six
months of fiscal 1994. The increase in net income during the
second quarter and first six months of fiscal 1994 was due
primarily to higher sales and higher gross margins.
During the second quarter of fiscal 1994, NordicTrack's sales
increased by $32.3 million to $161.9 million, or 24.9%, over the
second quarter of fiscal 1993. NordicTrack's retail sales
increased from $48.5 million in the second quarter of fiscal 1993
to $67.6 million in the second quarter of fiscal 1994.
NordicTrack's direct response sales increased by $13.2 million
during the second quarter of fiscal 1994 to $94.3 million, or
16.3%, over the second quarter of fiscal 1993. During the first
six months of fiscal 1994, NordicTrack's sales increased by $50.9
million to $237.0 million, or 27.4%, over the first six months of
fiscal 1993. NordicTrack's retail sales increased $26.9 million,
or 42.1%, from $63.9 million in the first six months of fiscal 1993
to $90.8 million in the first six months of fiscal 1994. During
the first six months of fiscal 1994, NordicTrack's direct response
sales increased by $24.0 million to $146.2 million, or 19.6%, over the
first six months of fiscal 1993. The increase in retail sales at
NordicTrack was due primarily to the opening of new stores.
NordicTrack operated 70 stores at the end of the second quarter
of fiscal 1994 compared to 37 stores at the end of the second
quarter of fiscal 1993.
The Nature Company segment includes The Nature Company, Smith &
Hawken (acquired in February 1993) and two early stage retail
concepts, Hear Music and Scientific Revolution. During the
second quarter of fiscal 1994, The Nature Company segment's sales
increased by $19.0 million to $87.4 million, or 27.8%, over the
second quarter of fiscal 1993. The Nature Company segment's
retail sales increased by $8.5 million, or 14.0%, to $69.2
million compared to $60.7 million during the second quarter of
fiscal 1993. The Nature Company segment's comparable store sales
decreased 4.5% during the second quarter of fiscal 1994. At the
end of the second quarter of fiscal 1994, The Nature Company
segment operated 130 stores compared to 107 stores at the end of
the second quarter of fiscal 1993. During the second quarter of
fiscal 1994, The Nature Company segment's mail order sales
increased by $10.5 million to $18.2 million compared to $7.7
million during the second quarter of fiscal 1993. The increase
in mail order sales during the second quarter of fiscal 1994 was
due primarily to the acquisition of Smith & Hawken.
During the first six months of fiscal 1994, The Nature Company
segment's sales increased by $28.1 million to $122.7 million, or
29.7%, over the first six months of fiscal 1993. The Nature
Company segment's retail sales increased by $13.3 million, or
15.9%, to $96.7 million compared to $83.4 million in the first
six months of fiscal 1993. The Nature Company segment's
11
<PAGE> 12
comparable store sales decreased 4.9% during the first six months
of fiscal 1994. During the first six months of fiscal 1994, The
Nature Company segment's mail order sales increased by $14.8
million to $26.0 million compared to $11.2 million during the
first six months of fiscal 1994. The increase in mail order
sales during the first six months of fiscal 1994 was due
primarily to the acquisition of Smith & Hawken.
During the second quarter of fiscal 1994, Britches' sales
increased by $4.3 million, or 11.2%, to $42.6 million compared to
$38.3 million during the second quarter of fiscal 1993. Sales of
the company's casual men's clothing division, Britches Great
Outdoors, increased by $5.0 million, or 17.0%, during the second
quarter of fiscal 1994 to $34.4 million compared to $29.4 million
during the second quarter of fiscal 1993. Sales of the company's
professional men's clothing division, Britches of Georgetowne,
decreased by $0.7 million, or 7.9%, during the second quarter of
fiscal 1994 to $8.2 million compared to $8.9 million during the
second quarter of fiscal 1993. On a comparable store basis,
Britches Great Outdoors' sales decreased 5.7% and Britches of
Georgetowne's sales decreased 7.9% during the second quarter of
fiscal 1994. At the end of the second quarter of fiscal 1994,
Britches operated 67 and 14 Great Outdoors and Britches of
Georgetowne stores, respectively, compared to 52 and 14 Great
Outdoors and Britches of Georgetowne stores, respectively, at the
end of the second quarter of fiscal 1993.
During the first six months of fiscal 1994, Britches' sales
increased $6.7 million, or 10.7%, to $69.5 million compared to
$62.8 million during the first six months of fiscal 1993. Sales
of Britches Great Outdoors increased by $8.0 million to $55.0
million, or 17.0%, and sales of Britches of Georgetowne decreased
by $1.3 million to $14.5 million, or 8.2%, compared to the first
six months of fiscal 1993. On a comparable store basis, Britches
Great Outdoors' sales decreased 3.4% and Britches of
Georgetowne's sales decreased 8.0% during the first six months of
fiscal 1994.
The Company does not currently provide any benefit plans covered
by SFAS Nos. 106 or 112.
12
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PART II: OTHER INFORMATION
Item 1: Legal Proceedings.
Environmental Matters
---------------------
Note 3 of Notes to Consolidated Condensed Financial
Statements in Item 1 of Part I hereof is hereby
incorporated by reference for information concerning
environmental matters.
Litigation
----------
In October 1992, The Nature Company filed a lawsuit
against Natural Wonders, Inc. in the United States
District Court for the Northern District of California
which seeks both damages and injunctive relief to
remedy alleged false representations, intellectual
property infringement and unfair competition by Natural
Wonders. In November 1992, Natural Wonders responded
by filing counterclaims against The Nature Company
alleging unfair competition, interference with Natural
Wonders' contractual relations and prospective business
advantage in violation of state and federal antitrust
laws, and seeking damages treble the amount to be
proved at trial. The Nature Company is vigorously
opposing the counterclaim.
In May 1993, Soloflex, Inc. commenced a civil suit
against NordicTrack in the United States District Court
for the District of Oregon alleging false advertising,
intellectual property infringement, trademark dilution
and other common law causes of action, all allegedly
arising out of NordicTrack's advertising. Soloflex
which is seeking damages in the amount of $25 million
has filed a motion for preliminary injunction.
NordicTrack has filed a counterclaim against Soloflex
alleging false advertising and seeking unspecified
actual and punitive damages to be proved at trial.
Both of these lawsuits are still in the discovery
stage and, while the Company believes that it will
prevail , no assurance can be given of a favorable
outcome in either or both lawsuits. The Company
believes that an unfavorable outcome in either or both
lawsuits would not have a material adverse effect on
the Company's financial condition but could adversely
affect the operating results for the period or periods
in which such outcome occurs.
The Company is involved in various other legal
proceedings which have arisen in the ordinary course of
business. Management believes the outcome of such
proceedings will not have a material adverse impact on
the Company's financial condition or results of
operations.
13
<PAGE> 14
Items 2-3: None.
Item 4: Submission of Matters to a Vote of Security Holders:
The Company held its Annual Meeting of Stockholders on
December 2, 1993. At this meeting the stockholders of the
Company elected Howard H. Callaway as a Class C Director
(by votes of 41,455,342 shares of Common Stock in favor
and 41,365 shares of Common Stock withheld) and Homer L.
Luther, Jr. as a Class C Director (by votes of 41,457,125
shares of Common Stock in favor and 39,582 shares of
Common Stock withheld). Each of Messrs. Callaway and
Luther is to serve for a term of three years. The other
directors of the Company whose terms of office as
directors continued after the meeting are Charles M.
Leighton, Thomas H. Lenagh, Dr. Roy W. Menninger, G.
Robert Tod and Ralph F. Verni.
At the Annual Meeting, stockholders holding 41,423,996
shares of Common Stock voted to ratify the appointment of
Deloitte & Touche as the Company's independent auditors
for the 1994 fiscal year. Stockholders holding 20,452
shares of Common Stock voted against such ratification and
stockholders holding 52,259 shares of Common Stock
abstained. No "broker non-votes" were recorded at the Annual
Meeting of Stockholders.
Item 5: Other Information:
Allison Taunton-Rigby was unanimously elected a Class C
Director at a meeting of the Board of Directors of the
Company on February 28, 1994. Ms. Taunton-Rigby will
serve until the 1996 Annual Meeting of Stockholders and
until her successor is elected and qualified.
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K:
None.
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.
CML GROUP, INC.
-----------------------------
(Registrant)
Date: March 15, 1994 /s/Glenn E. Davis
-------------- -------------------------------
Glenn E. Davis
Vice President and Controller
(Principal Accounting Officer)
14
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EXHIBIT INDEX
Page No.
--------
11 -- Statement Regarding Computation of Earnings Per Share 16
15
<PAGE> 1
<TABLE>
EXHIBIT 11
CML GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
Second Quarter Six Months
----------------- -----------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary earnings per share:
Weighted average number of shares
outstanding:
Common 50,608,727 50,419,488 50,601,622 49,523,620
Shares deemed outstanding from the
assumed exercise of stock options
and from deferred compensation
awards 1,219,259 1,586,350 1,293,658 2,433,864
----------- ----------- ----------- -----------
Total 51,827,986 52,005,838 51,895,280 51,957,484
=========== =========== =========== ===========
Net income $38,302,000 $32,538,000 $45,443,000 $38,281,000
=========== =========== =========== ===========
Primary earnings per share $0.74 $0.63 $0.88 $0.74
===== ===== ===== =====
Fully diluted earnings per share:
Weighted average number of shares
outstanding, as above 51,827,986 52,005,838 51,895,280 51,957,484
Shares deemed outstanding from the
assumed conversion of convertible
subordinated debentures 2,218,649 -- 2,218,649 --
Additional shares deemed outstanding
from the assumed exercise of
stock options -- 27,734 113,314 104,276
----------- ----------- ----------- -----------
Total 54,046,635 52,033,572 54,227,243 52,061,760
=========== =========== =========== ===========
Additional income from the elimination of
the interest cost of the convertible subord-
inated debentures, net of income tax effect $ 512,000 $ -- $ 1,026,000 $ --
Fully diluted earnings per share $0.72 $0.63 $0.86 $0.74
===== ===== ===== =====
</TABLE>
16
