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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO 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 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 0-12628
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CML GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2451745
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(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
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Not Applicable
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(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 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
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Number of shares outstanding of each of the issuer's classes of common stock:
49,219,681 shares of common stock, $.10 par value, as of March 5, 1996.
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the fiscal quarter ended January 27, 1996 as set forth in the pages attached
hereto:
Part I: Financial Information, Item 1: Financial Statements. Part I,
Item 1 is hereby amended and replaced in its entirety by the financial
statements attached hereto to reflect a correction to the Consolidated Condensed
Statements of Cash Flows whereby the number "($45,0711,000)" on the "net income
(loss)" line is replaced by "($45,071,000)".
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Part I: FINANCIAL INFORMATION
<TABLE>
Item 1. Financial Statements
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CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Balance Sheets
-------------------------------------
ASSETS
<CAPTION>
January 27, 1996 July 31, 1995
---------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 17,375,000 $ 8,338,000
Accounts receivable 34,255,000 51,949,000
Refundable income taxes 13,410,000 --
Prepaid income taxes 21,340,000 8,710,000
Inventories:
Raw materials 5,946,000 12,970,000
Work in process 3,097,000 3,096,000
Finished goods 50,429,000 49,378,000
------------ ------------
Total inventories 59,472,000 65,444,000
Other current assets 17,911,000 30,286,000
Net assets of business held for sale 12,048,000 34,314,000
------------ ------------
Total current assets 175,811,000 199,041,000
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Property, plant and equipment, at cost:
Land and buildings 20,006,000 19,865,000
Machinery and equipment 81,846,000 77,522,000
Leasehold improvements 85,636,000 80,710,000
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187,488,000 178,097,000
Less accumulated depreciation 74,176,000 65,057,000
------------ ------------
113,312,000 113,040,000
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Goodwill 12,341,000 12,521,000
Other assets 14,063,000 15,479,000
------------ ------------
$315,527,000 $340,081,000
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
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<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Balance Sheets
-------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
January 27, 1996 July 31, 1995
---------------- -------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 187,000 $ 203,000
Accounts payable 38,033,000 35,156,000
Accrued compensation 8,320,000 6,905,000
Accrued advertising 12,990,000 4,381,000
Accrued sales returns 6,377,000 4,572,000
Accrued income taxes 273,000 1,892,000
Accrued expenses related to discontinued
operations 9,627,000 3,234,000
Other accrued expenses 40,652,000 26,165,000
------------ ------------
Total current liabilities 116,459,000 82,508,000
------------ ------------
Noncurrent liabilities:
Long-term debt 43,000 10,082,000
Convertible subordinated debentures 41,593,000 41,593,000
Other noncurrent liabilities 17,613,000 17,346,000
------------ ------------
Total noncurrent liabilities 59,249,000 69,021,000
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Stockholders' equity:
Common stock, par value $.10 per share
Authorized - 120,000,000 shares
Issued - 52,170,994 shares and
52,076,674 shares 5,217,000 5,207,000
Additional paid-in capital 80,093,000 79,805,000
Retained earnings 92,912,000 140,444,000
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178,222,000 225,456,000
Less treasury stock, at cost, 3,025,648 shares
and 2,797,791 shares 38,403,000 36,904,000
------------ ------------
139,819,000 188,552,000
------------ ------------
$315,527,000 $340,081,000
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
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<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Operations
-----------------------------------------------
For the periods ended January 27, 1996
and January 28, 1995
<CAPTION>
Three Months Six Months
--------------------------- ---------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $222,547,000 $278,992,000 $331,412,000 $408,190,000
------------ ------------ ------------ ------------
Less costs and expenses:
Cost of goods sold 107,492,000 106,263,000 156,087,000 156,572,000
Selling, general and administrative expenses 135,738,000 112,512,000 219,777,000 188,372,000
Interest expense 1,041,000 376,000 1,573,000 953,000
------------ ------------ ------------ ------------
244,271,000 219,151,000 377,437,000 345,897,000
------------ ------------ ------------ ------------
Income (loss) from continuing operations
before income taxes and extraordinary credit (21,724,000) 59,841,000 (46,025,000) 62,293,000
Provision (benefit) for income taxes (7,286,000) 22,938,000 (16,569,000) 23,858,000
------------ ------------ ------------ ------------
Income (loss) from continuing operations
before extraordinary credit (14,438,000) 36,903,000 (29,456,000) 38,435,000
------------ ------------ ------------ ------------
Discontinued operations:
Income from operations, net of
income taxes -- 3,650,000 -- 2,999,000
Provision for loss on disposal, net of
income tax benefit (15,615,000) -- (15,615,000) --
------------ ------------ ------------ ------------
(15,615,000) 3,650,000 (15,615,000) 2,999,000
------------ ------------ ------------ ------------
Income (loss) before extraordinary credit (30,053,000) 40,553,000 (45,071,000) 41,434,000
Extraordinary credit - early extinguishment
of debt, net of income taxes -- 1,125,000 -- 1,125,000
------------ ------------ ------------ ------------
Net income (loss) ($30,053,000) $ 41,678,000 ($45,071,000) $ 42,559,000
============ ============ ============ ============
Earnings (loss) per share:
Income (loss) from continuing operations
before extraordinary credit:
Primary ($0.29) $0.73 ($0.60) $0.76
===== ===== ===== =====
Fully diluted ($0.29) $0.71 ($0.60) $0.75
===== ===== ===== =====
Income (loss) before extraordinary credit:
Primary ($0.61) $0.80 ($0.91) $0.82
===== ===== ===== =====
Fully diluted ($0.61) $0.78 ($0.91) $0.80
===== ===== ===== =====
Net income (loss):
Primary ($0.61) $0.82 ($0.91) $0.84
===== ===== ===== =====
Fully diluted ($0.61) $0.80 ($0.91) $0.82
===== ===== ===== =====
Weighted average number of shares outstanding 49,559,508 50,680,233 49,665,626 50,743,006
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
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<TABLE>
CML GROUP, INC. & SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
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<CAPTION>
For the Six Months Ended
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January 27, 1996 January 28, 1995
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($45,071,000) $ 42,559,000
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Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for loss on disposal of discontinued operation 24,023,000 --
Gain on early extinguishment of debt -- (1,814,000)
Depreciation and amortization 15,931,000 14,496,000
Loss on disposal of property, plant and equipment 2,268,000 2,939,000
Changes in working capital items 39,734,000 600,000
(Increase) decrease in other assets 1,445,000 (2,476,000)
Increase in other noncurrent liabilities 530,000 1,648,000
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Total adjustments 83,931,000 15,393,000
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Net cash provided by operating activities 38,860,000 57,952,000
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Cash flows from investing activities:
Additions to property, plant and equipment (16,137,000) (19,918,000)
Reduction in notes receivable 31,000 40,000
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Net cash used in investing activities (16,106,000) (19,878,000)
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Cash flows from financing activities:
Decrease in long-term debt (10,055,000) (1,121,000)
Acquisition of convertible debentures -- (5,778,000)
Dividends paid (2,461,000) (2,001,000)
Exercise of stock options 95,000 282,000
Acquisition of treasury stock (1,296,000) (2,179,000)
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Net cash used in financing activities (13,717,000) (10,797,000)
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Net increase in cash and cash equivalents during the period 9,037,000 27,277,000
Cash and cash equivalents at the beginning of the period 8,338,000 28,929,000
------------ ------------
Cash and cash equivalents at the end of the period $ 17,375,000 $ 56,206,000
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
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CML GROUP, INC & SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
----------------------------------------------------
Note 1
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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,
except for the adjustments relating to the decision to sell Britches of
Georgetowne (see Note 2), 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.
Certain 1995 amounts have been reclassified to conform to the 1996 presentation.
Note 2 - Discontinued Operation
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In March 1996, the Company signed a letter of intent for the sale of its
Britches of Georgetowne subsidiary for a cash purchase price of $13.5 million,
plus the assumption of liabilities, subject to certain adjustments. In
connection with the planned sale of Britches, the Company recorded an additional
provision for loss on disposal, in the second quarter of fiscal 1996, of
$15,615,000, net of an income tax benefit of $8,408,000. The pretax provision
for loss on disposal includes a further write-down of Britches' net assets to
estimated net realizable value and the accrual of estimated operating losses
through the expected sale date. The estimated net realizable value of Britches'
net assets has been included in current assets on the accompanying consolidated
condensed balance sheet at January 27, 1996. The sale is subject to negotiation
and execution of a definitive purchase agreement.
Note 3 - Long-term Debt
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<TABLE>
Consolidated long-term debt is summarized as follows:
<CAPTION>
January 27, 1996 July 31, 1995
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<S> <C> <C>
Revolving credit loan $ -- $10,000,000
Note payable 119,000 199,000
Obligations under capital leases 111,000 86,000
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230,000 10,285,000
Less current portion 187,000 203,000
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Long-term debt $ 43,000 $10,082,000
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</TABLE>
The Company is in violation of certain covenants under its existing $55 million
revolving credit facility and is restricted from borrowing under such facility.
The Company's lenders, however, continue to issue letters of credit on behalf of
the Company and the Company had letters of credit outstanding in an aggregate
amount of $20,484,000 as of January 27, 1996. The Company has signed a
commitment letter with two banks for a new three-year $100 million revolving
credit facility to be secured by the assets of the Company and its subsidiaries.
The new facility, which is subject to completion of due diligence and execution
of a definitive agreement, will include requirements relating to the achievement
of certain earnings levels by NordicTrack and The Nature Company.
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In addition, the agreement will restrict dividends and advances between the
Company and its subsidiaries. Advances outstanding under the agreement will
bear interest at the prime rate plus 3/4 of 1%.
Note 4 - Contingencies
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Litigation
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In May 1994, ICON Health & Fitness, Inc. ("ICON") commenced a civil suit
against NordicTrack in the United States District Court for the District of Utah
alleging infringement of three patents arising out of NordicTrack's design of
its WalkFit treadmill and certain other similar products. Discovery has been
completed. In November 1995, the Court granted NordicTrack's Motion for Summary
Judgment relating to one of ICON's three patent infringement claims. ICON's
other two claims have been scheduled for trial during the summer of 1996. While
the Company believes it has meritorious defenses, no assurance can be given of a
favorable outcome in the ICON lawsuit. An unfavorable outcome could have a
material adverse effect on the Company's operating results for the period in
which such decision occurs and could also have a material adverse effect on the
Company's financial condition.
In January 1995, an individual, William Wilkinson, filed a demand for
arbitration and statement of claim alleging that NordicTrack breached the terms
of a licensing and product development agreement by failing to compensate him
with royalties for certain design features of its WalkFit treadmill and certain
similar products. Included in the Company's loss from continuing operations for
the quarter ended January 27, 1996 is a $4.0 million pre-tax charge for the
settlement of this claim in January 1996.
On October 25, 1994, four stockholders, owning an aggregate of 2,400
shares of CML Group, Inc. Common Stock, filed a class action lawsuit in U.S.
District Court for the District of Massachusetts against the Company and its
Chairman, Charles M. Leighton, and President, G. Robert Tod. The complaint
alleged that the Company failed to properly disclose the extent of its
NordicTrack advertising expenditures and the impact of those expenditures on its
future operating results, thereby violating federal securities laws. On December
19, 1994, the defendants filed a motion to dismiss the complaint, and on April
7, 1995, the plaintiffs responded by filing an amended complaint which added an
allegation that Messrs. Leighton and Tod violated the securities laws by selling
CML stock in the Spring of 1994. The Company believes the amended complaint is
without merit and intends to vigorously contest the lawsuit. In April 1995, the
defendants filed a motion to dismiss this lawsuit. A hearing on this motion was
held on December 14, 1995.
In February 1996, NordicTrack agreed to a proposed consent agreement
with the Federal Trade Commission ("FTC") to settle allegations that it made
false and unsubstantiated weight loss and weight maintenance claims in
advertising its cross-country ski exercise machines. The FTC alleged that
NordicTrack based these claims on studies with various methodological flaws. The
proposed consent agreement would prohibit NordicTrack from misrepresenting the
existence or results of any study or survey relating to weight loss and making
certain claims with respect to its exercise equipment without reliable
supporting evidence. The proposed consent agreement will be published in the
Federal Register and will be subject to public comment for 60 days, after which
the FTC will decide whether to make it final. No civil penalties are expected to
be imposed by the FTC as a result of the proposed consent agreement.
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On or about February 23, 1996, an alleged purchaser of a NordicTrack
cross-country ski exercise machine filed a Class Action Complaint, entitled
Elissa Crespi, on behalf of Herself and All Other Similarly Situated v.
NordicTrack, Inc., against NordicTrack in the Supreme Court of the State of New
York, County of New York (the "Crespi Complaint"). On or about February 26,
1996, another alleged purchaser of a cross-country ski exercise machine filed a
Class Action Complaint in the same court, entitled Wendy Penel, on behalf of
Herself and All Others Similarly Situated, v. NordicTrack, Inc. (the "Penel
Complaint"). The Crespi Complaint alleges that NordicTrack made false and
misleading claims concerning the weight-loss of persons using its ski-exerciser
and thereby defrauded its customers, breached warranties and violated Section
349 of the New York General Business Law. The Penel Complaint alleges that
NordicTrack misrepresented the results of a weight-loss study and made
unsubstantiated claims regarding weight loss and/or weight maintenance benefits
from the use of NordicTrack's cross-country ski exercise machines. The Penel
Complaint asserts claims of negligent misrepresentation, breach of an express
warranty, and common law fraud. Each plaintiff seeks to represent a class
consisting of all persons in the United States who purchased NordicTrack ski
exercisers. The plaintiff in the Crespi Complaint seeks for herself and the
alleged class unspecified actual and punitive damages, rescission, attorneys'
fees, costs and an order requiring NordicTrack to make corrective disclosures.
The plaintiff in the Penel Complaint seeks restitution of all amounts paid by
her and the alleged class members for NordicTrack cross-country ski exercise
machines, together with interest, attorneys' fees, costs, and any additional and
consequential damages for injuries suffered by the plaintiff and alleged class
members. NordicTrack believes it has meritorious defenses to these complaints
and intends to vigorously contest these lawsuits. These lawsuits are in the
earliest stages and the Company is unable to determine the likelihood and
possible impact on the Company of unfavorable outcomes.
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.
Environmental Matters
---------------------
On June 3, 1991, the Company received from the United States
Environmental Protection Agency ("EPA") a Special Notice Letter 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 a third party. 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 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
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were less than the EPA originally estimated. The EPA has implemented the
groundwater phase of the cleanup, which the EPA originally estimated would 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.
In June 1992, the EPA notified the Company it may be liable for the
release of hazardous substances by the Company's former Boston Whaler 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.
Tax Matters
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The Internal Revenue Service ("IRS") has been engaged in an examination
of the Company's tax returns for the fiscal years 1987 through 1991. The Company
has been advised by the IRS that the examination will be completed in the near
future. Although the Company has not received an official notice, based on
recent discussions with IRS personnel, the Company expects that the IRS will
propose certain adjustments which, if sustained by the IRS, would result in a
tax deficiency for the years under examination. The adjustments expected to be
proposed by the IRS primarily relate to: (i) the disallowance of deductions
taken by the Company with respect to incentive compensation payments made to the
former owners of NordicTrack (acquired in June 1986) and to the former owners of
Britches of Georgetowne (acquired in August 1983); and (ii) the valuation of
certain assets acquired in connection with the acquisition of Britches.
The Company believes that the tax deductions taken were valid and in
accordance with the Internal Revenue Code. However, at this stage no assurance
can be given of a favorable outcome on these matters. If the IRS proposed
adjustments are sustained, any back taxes owed and associated interest could
have a material adverse effect on the Company's operating results for the period
in which such issues are finally resolved and could also have a material adverse
effect on the Company's financial condition.
Note 5 - Dividends
- ------------------
On December 1, 1995, the Board of Directors declared a cash dividend of $0.025
per share, payable March 21, 1996 to shareholders of record as of March 6, 1996.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CML GROUP, INC.
Date: March 15, 1996 By: /s/Glenn E. Davis
-----------------
Glenn E. Davis
Vice President, Finance
Principal Financial Officer
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