<PAGE> 1
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 SEPTEMBER 28, 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 0-19557
SALTON/MAXIM HOUSEWARES, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3777824
- ------------------------------- ----------------------
(State of other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
550 Business Center Drive
Mount Prospect, Illinois 60056
- ------------------------------- ----------------------
(Address of principal executive (Zip Code)
offices)
(708) 803-4600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last year
Indicate by check mark whether this registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of November 8, 1996 -
13,017,144 shares of its $.01 par value Common Stock.
<PAGE> 2
SALTON/MAXIM HOUSEWARES, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 28, 1996
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Balance Sheets-September 28, 1996
(Unaudited) and June 29, 1996 . . . . . . . . . . . 3
Statements of Operations
Thirteen weeks ended
September 28, 1996 and
September 30, 1995 (Unaudited) . . . . . . . . . . 4
Statements of Cash Flows
Thirteen weeks ended
September 28, 1996 and
September 30, 1995 (Unaudited) . . . . . . . . . . 5
Notes to Financial
Statements (Unaudited) . . . . . . . . . . . . . . 6
Item 2: Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . 8
PART II OTHER INFORMATION
Item 1: Legal Proceedings . . . . . . . . . . . . . . . . . 11
Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . 11
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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SALTON/MAXIM HOUSEWARES, INC.
BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Sept 28, June 29,
1996 1996
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 10 $ 4
Accounts receivable, net of allowances 29,316 15,871
Inventories 39,382 28,288
Prepaid expenses and other current assets 2,277 1,934
Deferred tax assets 1,489 1,949
-------- --------
Total current assets 72,474 48,046
Property, plant and equipment:
Molds and tooling 12,613 12,373
Warehouse equipment 369 296
Office furniture and equipment 2,534 1,930
-------- --------
15,516 14,599
Less accumulated depreciation (8,893) (8,368)
-------- --------
6,623 6,231
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 5,835 3,671
INVESTMENT IN WINDMERE 10,286
NON-CURRENT DEFERRED TAX ASSETS 1,533 1,533
-------- --------
TOTAL ASSETS $ 96,751 $ 59,481
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 18,332 $ 10,057
Accrued expenses 2,951 1,233
Revolving line of credit 39,975 24,095
Current portion - Subordinated debt 417 417
-------- --------
Total current liabilities 61,675 35,802
LONG-TERM PORTION SUBORDINATED DEBT 889 500
DUE TO WINDMERE 3,254
-------- --------
62,564 39,556
Total liabilities
Stockholders' Equity:
Preferred stock, $.01 par value; authorized,
2,000,000 shares; no shares issued
Common stock, $.01 par value; authorized,
20,000,000 shares; issued and outstanding,
1997-13,017,144 shares,1996-6,508,572 shares 130 65
Unrealized gains(losses) on securitites
available for sale 186
Additional paid-in capital 53,023 29,293
Less Note Receivable - Windmere (10,848)
Accumulated deficit (8,304) (9,433)
-------- --------
Total stockholders' equity 34,187 19,925
-------- --------
Total liabilities and stockholder's equity $ 96,751 $ 59,481
======== ========
</TABLE>
3
<PAGE> 4
SALTON/MAXIM HOUSEWARES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except earnings per share data)
<TABLE>
<CAPTION>
13 weeks ended
--------------------------------
9/28/96 9/30/95
------------ -------------
<S> <C> <C>
Net sales $ 34,862 $ 23,284
Cost of goods sold 23,380 16,477
Distribution expenses 1,793 1,320
------ ------
Gross profit 9,689 5,487
Selling, general and administrative expenses 7,012 3,604
------ ------
Operating income 2,677 1,883
Interest expense 940 815
------ ------
Income before income taxes 1,737 1,068
Income tax benefit(expense) (608) (40)
------ ------
Net income $ 1,129 $ 1,028
====== ======
Weighted average common and common
equivalent shares outstanding 12,532,948 6,576,935
Net income per common and
common equivalent share:
Net income $ 0.09 $ 0.16
</TABLE>
4
<PAGE> 5
SALTON/MAXIM HOUSEWARES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
13 weeks ended
--------------------------
9/28/96 9/30/95
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income: $ 1,129 $ 1,028
Adjustments to reconcile net income
to net cash used in operating activities:
Changes in deferred taxes 460
Depreciation and amortization 743 554
Changes in assets and liabilities:
Accounts receivable (13,445) (9,846)
Inventories (11,094) (6,350)
Prepaid expenses and other
current assets (343) (484)
Accounts payable 8,275 5,831
Accrued expenses 1,718 953
Net cash used in -------- --------
operating activities (12,557) (8,314)
Cash flows from investing activities:
Capital expenditures (917) (1,099)
Block acquisition and related payments (2,400)
Net cash used in investing -------- --------
activities (3,317) (1,099)
Cash flows from financing activities:
Net proceeds from revolving line of credit 15,880 9,956
Repayments of subordinated note payable (250)
Additional short-term subordinated note payable 250
Financing costs (220)
Payment for product line acquisitions (321)
Net cash provided by -------- --------
financing activities 15,880 9,415
-------- --------
Net increase in cash $ 6 $ 2
Cash, beginning of period 4 6
-------- --------
Cash, end of period $ 10 $ 8
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 917 $ 735
Income taxes $ 58 $ 0
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITITES:
A long-term debt obligation of $3,254 was cancelled by the consummation of a
transaction with Windmere-Durable Holdings, Inc.("Windmere"). In addition,
the Company received a $10,848 note receivable and 748,112 shares of Windmere
Common stock in exchange for 6,508,572 newly issued shares of Common stock of
the Company.
5
<PAGE> 6
SALTON/MAXIM HOUSEWARES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS.
The financial statements have been prepared from the Company's books without
audit and are subject to year end adjustments. The interim financial
statements reflect all adjustments consisting only of normal recurring accruals
which are, in the opinion of management, necessary for a fair presentation of
financial information. The financial statements should be read in conjunction
with the financial statements and notes thereto included in the Salton/Maxim
Housewares, Inc. 1996 Annual Report on Form 10-K. The results of operations
for the interim periods should not be considered indicative of results to be
expected for the full year.
2. EARNINGS (LOSS) PER COMMON SHARE.
Net income (loss) per common share is computed based upon the weighted average
number of common shares outstanding. The shares shown as outstanding in the
Statements of Operations have been adjusted for dilutive common stock
equivalents applying the treasury stock method.
3. EVENTS OF THE QUARTER ENDED SEPTEMBER 28, 1996.
On July 11, 1996, the Company consummated its previously announced transaction
with Windmere-Durable Holdings, Inc. ("Windmere"), pursuant to that certain
Stock Purchase Agreement dated February 27, 1996, as amended (the "Stock
Purchase Agreement"). Windmere is a corporation engaged principally in
manufacturing and distributing a wide variety of personal care products and
household appliances. Pursuant to the Stock Purchase Agreement, Windmere
purchased from the Company 6,508,572 newly issued shares of Common Stock (the
"Purchase"), which represented 50% of the outstanding shares of Common Stock of
the Company on February 27, 1996 after giving effect to the Purchase. As
consideration for the Purchase, Windmere paid the Company (i) $3,254,286 in
cash, as described below; (ii) a subordinated promissory note in the aggregate
principal amount of $10,847,620 (the "Note"), which Note is secured by certain
assets of Windmere and its domestic subsidiaries and guaranteed by such
domestic subsidiaries; and (iii) 748,112 shares of Windmere's common stock.
Windmere's common stock is traded on the NYSE. The cash portion of the
consideration for the Purchase was paid by the cancellation of the Company's
obligation to repay a loan in the
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<PAGE> 7
principal amount of $3,254,286 which Windmere had made to the Company in April
1996. The Note is payable five years from the closing date of the Purchase and
bears interest at 8% per annum payable quarterly. Windmere was also granted an
option to purchase up to 485,000 shares of Common Stock at $4.83 per share,
which option is exercisable only if and to the extent that options to purchase
shares of Common Stock which were outstanding on February 27, 1996 are
exercised.
On July 1, 1996, the Company acquired substantially all of the assets and
certain liabilities of Block China Corporation. Block China designs and
markets table top products, including china, crystal and glassware. The
consideration paid by the Company consisted of $1,485,000 in cash and a warrant
to purchase 25,000 shares of Common Stock with an exercise price equal to the
fair market value of the Common Stock on the closing date of the acquisition.
The consideration also included an earn-out of up to $500,000 and 150,000
shares of Common Stock based on Block China's financial performance over a
three-year period. Net sales of Block products approximated 12% of total net
sales in the quarter ended September 28, 1996.
The Company was named as a defendant in Ullman-Briggs, Inc. v. Salton/Maxim
Housewares, Inc., which was filed on or about November 6, 1991 in the United
States District Court for the District of New Jersey. Ullman Briggs was
awarded a judgment in the amount of approximately $645,641 plus interest
against Salton, Inc., the predecessor company. The action alleged that the
Company was liable to Ullman-Briggs for such amount because the sale of assets
of Salton, Inc. to the Company in 1988 was a fraudulent conveyance. The action
sought damages in the amount of approximately $645,641 plus interest and
punitive damages in the amount of $500,000, and costs and disbursements
occasioned as a result of the action. The case was settled in October, 1996
for an insignificant amount.
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<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED SEPTEMBER 28, 1996 COMPARED WITH THIRTEEN WEEKS ENDED
SEPTEMBER 30, 1996.
Net sales in the first quarter of fiscal year 1997 were $34.9 million,
an increase of approximately $11.6 million or 49.8%, compared to net sales of
$23.3 million in the first quarter of fiscal year 1996. This increase in sales
is primarily attributable to increased sales of the Breadman(TM) bread makers
and Juiceman(TM) juice extractors and the addition of Block China sales. Net
sales of Block China products approximated 12% of total net sales in the first
quarter of 1997.
Gross profit in the first quarter of 1997 was $9.7 million or 27.8% of
net sales as compared to $5.5 million or 23.6% in the first quarter of 1996.
Costs of goods sold during the period decreased to 67.1% of net sales compared
to 70.8% in 1996. Distribution expenses were approximately $1.8 million or
5.1% of net sales in 1997 compared to $1.3 million or 5.7% of net sales in the
same period in 1996. Freight out expenses increased to $769,000 in 1997 from
$661,000 in 1996 due to the increase in net sales. However, gross profit and
costs of gods sold in 1997 as a percentage of net sales were improved primarily
due to a more favorable mix of sales of higher gross margin items when compared
to 1996.
Selling, general and administrative expenses increased to $7.0 million
for the period compared to $3.6 million for the same period in 1996.
Advertising costs for certain media and cooperative coverages of the Company
and its products increased about $2,091,000 in 1997 compared to 1996. Selling,
general and administrative expenses were 20.1% of net sales compared to 15.5%
of net sales last year. This increase was primarily a result of the increase
in advertising costs. The remaining dollar increase was primarily attributable
to higher costs for additional personnel, trade show expenses, royalties,
commissions and various other marketing costs related to the higher sales
level.
Interest expense for the quarter was approximately $940,000 compared to
$815,000 in the same period in 1996. The average amount outstanding under the
Company's revolving line of credit increased about $12.3 million when compared
to the average amount outstanding in the same period a year ago. This working
capital increase was used primarily to finance higher net sales and a seasonal
build in inventory.
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<PAGE> 9
The Company had income before income taxes of $1,737,000 in the first
quarter of 1997 compared to income before income taxes of $1,068,000 in 1996.
Net operating loss carryforwards and resultant deferred tax assets were used in
the quarter ended September 28, 1996 and September 30, 1995, respectively, to
significantly offset current income taxes payable. The Company had net income
after income taxes in the first quarter of $1,129,000 or $0.09 per share on
weighted average common shares outstanding of 12,532,948 in 1997 compared to
net income after income taxes of $1,028,000 or $0.16 per share on weighted
average shares outstanding of 6,576,935 in 1996.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of 1997, the Company used net cash of $12.6 million
in operating activities and net cash of $3.3 million in investing activities.
This resulted primarily from the growth in sales in the period and higher
levels of inventory and receivables, the acquisition of Block China, as well as
increased investment in capital assets, primarily tooling. Financing
activities provided cash of $15.9 million for these purposes from increased
line of credit proceeds and the "Windmere" transaction as described below. At
September 28, 1996, the Company had approximately $40 million outstanding as
drawings under its revolving line of credit (the "Facility"). Typically, given
the seasonal nature of the Company's business, the Company's borrowings tend to
be the highest in mid-summer to fall. Under the terms of the Facility, the
Company had the ability at September 28, 1996 to borrow a total of
approximately $40.4 million. The Company will continue to incur short-term
borrowings in order to finance working capital requirements. The Company's
ability to fund its operating activities is directly dependent upon its rate of
growth, ability to effectively manage its inventory, the terms under which it
extends credit to its customers and its ability to collect under such terms and
its ability to access external sources of financing. The Company believes that
its internally generated funds, together with funds available under the
Facility and other potential external financing sources, will provide
sufficient funding to meet the Company's capital requirements and its operating
needs for at least the next 12 months.
The Company from time to time explores additional or new sources of
financing. While the Company has been able to maintain access to external
financing sources, no assurance can be given that such access will continue or
that the Company will be successful in obtaining new or replacement sources of
financing.
On July 11, 1996, the Company consummated its previously announced
transaction with Windmere-Durable Holdings, Inc. ("Windmere"), pursuant to that
certain Stock Purchase Agreement
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<PAGE> 10
dated February 27, 1996, as amended (the "Stock Purchase Agreement"). Windmere
is a corporation engaged principally in manufacturing and distributing a wide
variety of personal care products and household appliances. Pursuant to the
Stock Purchase Agreement, Windmere purchased from the Company 6,508,572 newly
issued shares of Common Stock (the "Purchase"), which represented 50% of the
outstanding shares of Common Stock of the Company on February 27, 1996 after
giving effect to the Purchase. As consideration for the Purchase, Windmere
paid the Company (i) $3,254,286 in cash, as described below; (ii) a
subordinated promissory note in the aggregate principal amount of $10,847,620
(the "Note"), which Note is secured by certain assets of Windmere and its
domestic subsidiaries and guaranteed by such domestic subsidiaries; and (iii)
748,112 shares of Windmere's common stock. Windmere's common stock is traded
on the NYSE. The cash portion of the consideration for the Purchase was paid
by the cancellation of the Company's obligation to repay a loan in the
principal amount of $3,254,286 which Windmere had made to the Company in April
1996. The Note is payable five years from the closing date of the Purchase and
bears interest at 8% per annum payable quarterly. Windmere was also granted an
option to purchase up to 485,000 shares of Common Stock at $4.83 per share,
which option is exercisable only if and to the extent that options to purchase
shares of Common Stock which were outstanding on February 27, 1996 are
exercised.
On July 1, 1996, the Company acquired substantially all of the assets
and certain liabilities of Block China Corporation. Block China designs and
markets table top products, including china, crystal and glassware. The
consideration paid by the Company consisted of $1,485,000 in cash and a warrant
to purchase 25,000 shares of Common Stock with an exercise price equal to the
fair market value of the Common Stock on the closing date of the acquisition.
The consideration also included an earnout of up to $500,000 and 150,000 shares
of Common Stock based on Block China's financial performance over a three-year
period.
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<PAGE> 11
PART II: OTHER INFORMATION
Item 1: Legal Proceedings
The Company was named as a defendant in Ullman-Briggs, Inc. v. Salton/Maxim
Housewares, Inc., which was filed on or about November 6, 1991 in the United
States District Court for the District of New Jersey. Ullman Briggs was
awarded a judgment in the amount of approximately $645,641 plus interest
against Salton, Inc., the predecessor company. The action alleged that the
Company was liable to Ullman-Briggs for such amount because the sale of assets
of Salton, Inc. to the Company in 1988 was a fraudulent conveyance. The action
sought damages in the amount of approximately $645,641 plus interest and
punitive damages in the amount of $500,000, and costs and disbursements
occasioned as a result of the action. The case was settled in October, 1996
for an insignificant amount.
Item 6: Exhibits and Reports on Form 8-K
(b) The Company filed a report on Form 8-K dated July 1, 1996 reporting
under Item 5 thereof consummation of the acquisition of substantially all of
the assets and certain liabilities of Block China Corporation. The Company
also filed a report on Form 8-K dated July 11, 1996 reporting under Item 5
thereof consummation of the transactions contemplated by the Stock Purchase
Agreement between the Company and Windmere.
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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.
SALTON/MAXIM HOUSEWARES, INC.
Date: November 8, 1996 /s/WILLIAM B. RUE
-----------------------------
William B. Rue
Senior Vice President and
Chief Operating Officer
(Duly Authorized Officer
of the Registrant)
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EXHIBIT INDEX
Exhibit Number Description of Document
- -------------- -----------------------
27 Financial Data Schedule
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
BALANCE SHEET AND STATEMENT OF OPERATIONS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-29-1996
<PERIOD-END> SEP-28-1996
<EXCHANGE-RATE> 1
<CASH> 10
<SECURITIES> 0
<RECEIVABLES> 29,316
<ALLOWANCES> 2,527
<INVENTORY> 39,382
<CURRENT-ASSETS> 72,474
<PP&E> 15,516
<DEPRECIATION> 8,893
<TOTAL-ASSETS> 96,751
<CURRENT-LIABILITIES> 61,675
<BONDS> 889
0
0
<COMMON> 130
<OTHER-SE> 34,057
<TOTAL-LIABILITY-AND-EQUITY> 96,751
<SALES> 34,862
<TOTAL-REVENUES> 34,862
<CGS> 23,380
<TOTAL-COSTS> 25,173
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 940
<INCOME-PRETAX> 1,737
<INCOME-TAX> 608
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,129
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
