<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 27, 1997
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 0-19557
SALTON/MAXIM HOUSEWARES, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
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<S><C>
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)
(847) 803-4600
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last year
</TABLE>
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 7, 1997 -
13,029,144 shares of its $.01 par value Common Stock.
<PAGE> 2
SALTON/MAXIM HOUSEWARES, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 27, 1997
INDEX
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<CAPTION>
PAGE NO.
<S> <C>
PART I FINANCIAL INFORMATION
---------------------
Item 1: Financial Statements
Balance Sheets-September 27, 1997
(Unaudited) and June 28, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Operations
Thirteen weeks ended
September 27, 1997 and
September 28, 1996 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows
Thirteen weeks ended
September 27, 1997 and
September 28, 1996 (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
</TABLE>
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SALTON/MAXIM HOUSEWARES, INC.
BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS SEPT 27, JUNE 28,
1997 1997
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 339 $ 2,613
Accounts receivable, net of allowances 49,554 25,647
Inventories 57,871 41,968
Prepaid expenses and other current assets 5,732 3,717
Federal income taxes refundable 1,105
Deferred tax assets 1,404 1,734
-------- --------
TOTAL CURRENT ASSETS 114,900 76,784
PROPERTY, PLANT AND EQUIPMENT:
Molds and tooling 15,057 14,828
Warehouse equipment 422 380
Office furniture and equipment 4,068 3,792
-------- --------
19,547 19,000
Less accumulated depreciation (11,424) (10,684)
-------- --------
8,123 8,316
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 5,069 4,880
NON-CURRENT DEFERRED TAX ASSETS 206 206
INVESTMENT - WINDMERE 17,113 12,157
-------- --------
TOTAL ASSETS $145,411 $102,343
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 20,220 $17,361
Accrued expenses 5,360 2,758
Revolving line of credit 70,445 37,977
Accrued interest 47 192
Current portion - Subordinated debt 500
-------- --------
TOTAL CURRENT LIABILITIES 96,072 58,788
DUE TO WINDMERE 1,637 4,933
-------- --------
TOTAL LIABILITIES 97,709 63,721
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,
1998-13,029,144 shares,1997-13,029,144 shares 130 130
Unrealized gains on securities
available for sale 6,293 1,337
Additional paid-in capital 53,036 53,036
Less Note Receivable - Windmere (10,847) (10,847)
Accumulated deficit (910) (5,034)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 47,702 38,622
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $145,411 $102,343
======== ========
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SALTON/MAXIM HOUSEWARES, INC.
STATEMENTS OF EARNINGS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT EARNINGS PER SHARES DATA)
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<CAPTION>
13 WEEKS ENDED
--------------------------
09/27/97 09/28/96
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NET SALES $65,773 $34,862
Cost of goods sold 38,697 23,380
Distribution expenses 2,279 1,793
------- -------
GROSS PROFIT 24,797 9,689
Selling, general and administrative expenses 16,977 7,012
------- -------
OPERATING INCOME 7,820 2,677
Interest expense 1,263 940
------- -------
INCOME BEFORE INCOME TAXES 6,557 1,737
Income taxes 2,433 608
------- -------
Net income $ 4,124 $ 1,129
======= =======
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 13,446,461 12,532,948
NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE $ 0.31 $ 0.09
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SALTON/MAXIM HOUSEWARES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
13 WEEKS ENDED
--------------------------
9/27/97 9/28/96
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income: $ 4,124 $ 1,129
Adjustments to reconcile net income
to net cash used in operating activities:
Changes in deferred taxes 330 460
Depreciation and amortization 888 743
Changes in assets and liabilities:
Accounts receivable (23,907) (13,445)
Inventories (15,903) (11,094)
Federal income taxes refundable 1,105
Prepaid expenses and other
current assets (2,015) (343)
Accounts payable 2,859 8,275
Accrued expenses 2,458 1,718
-------- --------
NET CASH USED IN
OPERATING ACTIVITIES (30,061) (12,557)
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Capital expenditures (884) (917)
Block acquisition and related payments (1,914)
-------- --------
NET CASH USED IN INVESTING
ACTIVITIES (884) (2,831)
Cash flows from financing activities:
- -------------------------------------
Net proceeds from revolving line of credit 32,467 15,880
Proceeds from subordinated debt and due to Windmere 250
Offering costs associated with stock issue (486)
Repayments of subordinated debt and due to Windmere (3,796) (250)
NET CASH PROVIDED BY
FINANCING ACTIVITIES -------- --------
28,671 15,394
NET (DECREASE)INCREASE IN CASH $ (2,274) $ 6
Cash, beginning of period 2,613 4
-------- --------
Cash, end of period $ 339 $ 10
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
- -------------------------------------------------
Cash paid during the period for:
- --------------------------------
Interest $ 1,408 $ 917
Income taxes $ 193 $ 58
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
- ------------------------------------------------
FINANCING ACTIVITIES:
- ---------------------
In the quarter ended September 28, 1996 a long-term debt obligation of
$3,254,286 was canceled by the consummation of a transaction with
Windmere-Durable Holdings, Inc.("Windmere"). In addition, the Company
received a $10,847,620 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.
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<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 of only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of financial information. The interim financial statements should
be read in conjunction with the audited financial statements and notes thereto
included in the Salton/Maxim Housewares, Inc. 1997 Annual Report to
Shareholders and the 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.
Certain items in the 1997 financial statements have been reclassified to
conform with the current year presentation.
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 27, 1997.
On June 30, 1997, the Company amended and extended its revolving credit
facility (the "Amended Facility") with its lender to September, 30, 2000. The
Amended Facility provides for borrowings up to $75,000,000 and it bears
interest at 1% over the lender's established prime rate, payable monthly, and
includes a provision which provides the Company the ability to reduce its
borrowing rate, based on the London InterBank Offered Rate (LIBOR), on up to
75% of outstanding borrowings. The Company may further reduce its interest
rate by meeting certain performance provisions.
The Amended Facility is secured by a first lien on substantially all the
Company's assets. Credit availability is based on a formula related to trade
accounts receivable, inventories and outstanding letters of credit. It
contains restrictive financial covenants, the more significant of which
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<PAGE> 7
require the Company to maintain specified ratios of total liabilities to net
worth, minimum tangible net worth, and minimum earnings before interest, taxes,
depreciation and amortization. Other covenants also limit the Company's
activities in mergers or acquisitions and sales of substantial assets.
Compliance with these covenants effectively restricts the ability of the
Company to pay dividends, and also requires the Company to apply cash receipts
to pay down borrowings under the Facility.
The Company, White Consolidated, Inc. ("White Consolidated"),
Windmere-Durable Holdings, Inc. ("Windmere") and certain other parties have
been named as defendants in litigation filed by Westinghouse Electric
Corporation ("Westinghouse") in the United States District Court for the
Western District of Pennsylvania on December 18, 1996. The action arises from
a dispute between Westinghouse and White Consolidated over rights to use the
"Westinghouse" trademark for consumer products, based on transactions between
Westinghouse and White Consolidated in the 1970's and the parties' subsequent
conduct. The action seeks, among other things, a preliminary injunction
enjoining the defendants from using the trademark, unspecified damages and
attorneys' fees. Pursuant to the Company's license agreements with White
Consolidated, White Consolidated is defending the Company and is obligated to
indemnify the Company from and against any and all claims, losses and damages
arising out of the action, including the costs of litigation. This action is
scheduled for trial in Pittsburgh, Pennsylvania on or about September 14, 1998
or as soon thereafter as the Court's schedule permits. Due to the inherent
uncertainties of the litigation process, the Company is unable to predict the
outcome of this litigation. If the outcome of this litigation is adverse to
the Company, it could terminate or otherwise adversely affect the Company's
ability to market and sell products under the White-Westinghouse brand name to
Kmart Corporation and other retailers.
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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 27, 1997 COMPARED WITH THIRTEEN WEEKS
ENDED SEPTEMBER 28, 1996.
Net sales in the first quarter ended September 27, 1997 were $65.8
million, an increase of approximately $30.9 million or 88.7%, compared to net
sales of $34.9 million in the quarter ended September 28, 1996. This increase
is primarily attributable to increased sales of the Juiceman(R) juice
extractors, George Foreman Grills(R), Farberware(R) products and
White-Westinghouse(R) sales under the Kmart program. Net sales of
White-Westinghouse(R) products to Kmart approximated 16% of net sales. Sales
under the Kmart agreement are expected to increase in anticipation of Kmart
instituting a broad range program under the White-Westinghouse(R) trade name.
Gross profit in the first quarter of fiscal 1998 was $24.8 million or
37.7% of net sales as compared to $9.7 million or 27.8% in 1997. Cost of goods
sold during the period decreased to 58.8% of net sales compared to 67.1% in
1997. Distribution expenses were $2.3 million or 3.5% of net sales in 1998
compared to $1.8 million or 5.1% of net sales in the same period in 1997. Gross
profit and costs of goods sold in 1998 as a percentage of net sales were
improved primarily due to a more favorable mix of sales in their respective
channels of distribution when compared to 1997.
Selling, general and administrative expenses increased to $17.0 million
or 25.8% of net sales in the first quarter of fiscal 1998 compared to $7.0
million or 20.1% of net sales for the same period in 1997. Expenditures for
television, royalty expenses, certain other media and cooperative advertising
coverages and trade show expenses were $11.1 million or 16.9% of net sales in
the current quarter when compared to $4.0 million or 11.6% of net sales in the
comparable prior year quarter. The remaining selling, general and
administrative costs were $5.9 million or 8.9% of net sales in the current
quarter compared to $3.0 million or 8.5% of net sales in the comparable prior
year quarter. These increases were primarily attributable to higher costs for
additional personnel, sales commissions and various other costs related to the
higher level of sales.
Net interest expense was approximately $1.3 million for the quarter
compared to $940,000 for the same quarter in 1997. The Company's rate of
interest on amounts outstanding was a weighted average annual rate of 8.5% in
the quarter ended September 27, 1997 compared to 10% in the comparable prior
year quarter. The average amount outstanding under the Company's revolving
line of
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<PAGE> 9
credit increased about $23.3 million when compared to the average amount
outstanding in the same period a year ago. This increase was used primarily to
finance higher net sales and a seasonal build in accounts receivable and
inventory. Interest expense during the period was offset by interest income
earned on the note receivable from Windmere.
The Company had income before income taxes of $6.6 million in the first
quarter of fiscal 1998 compared to income before income taxes of $1.7 million
in the first quarter of 1997. The Company had net income after income taxes in
the first quarter of 1998 of $4.1 million or $0.31 per share on weighted
average common shares outstanding of 13,446,461 compared to net income after
income taxes of $1.1 million or $0.09 per share on weighted average shares
outstanding of 12,532,948 in the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1998, the Company used net cash of $30.1
million in operating activities and net cash of approximately $884,000 in
investing activities. This resulted primarily from the growth in sales in the
period and higher levels of inventory and receivables, as well as increased
investment in capital assets, primarily tooling. Financing activities provided
cash of $28.7 million for these purposes primarily from increased line of
credit proceeds of $32.5 million, offset by repayments of notes of
approximately $3.8 million. At September 27, 1997, the Company had
approximately $70.4 million outstanding as drawings under its revolving line of
credit. Typically, given the seasonal nature of the Company's business, the
Company's borrowings tend to be the highest in mid-summer to fall. The Company
had the ability at September 27, 1997 to borrow a total of $75 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 its revolving credit
agreement 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.
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<PAGE> 10
On June 30, 1997, the Company amended and extended the revolving credit
agreement (the "Amended Facility") with its lender to September 30, 2000. The
Amended Facility provides for borrowings up to $75,000,000 and it bears
interest at 1% over the lender's established prime rate, payable monthly, and
includes a provision which provides the Company the ability to reduce its
borrowing rate, based on the London InterBank Offered Rate (LIBOR), on up to
75% of outstanding borrowings. The Company may further reduce its interest
rate by meeting certain performance provisions.
The Amended Facility is secured by a first lien on substantially all the
Company's assets. Credit availability is based on a formula related to trade
accounts receivable, inventories and outstanding letters of credit. It
contains restrictive financial covenants, the more significant of which require
the Company to maintain specified ratios of total liabilities to net worth,
minimum tangible net worth, and minimum earnings before interest, taxes,
depreciation and amortization. Other covenants also limit the Company's
activities in mergers or acquisitions and sales of substantial assets.
Compliance with these covenants effectively restricts the ability of the
Company to pay dividends, and also requires the Company to apply cash receipts
to pay down borrowings under the Facility.
Certain statements in this Quarterly Report on Form 10-Q constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: economic conditions and retail environment; the
timely development, introduction and customer acceptance of the Company's
products; competitive products and pricing; dependence on foreign suppliers and
supply and manufacturing constraints; the Company's relationship and
contractual arrangements with key customers, suppliers and licensors;
cancellation or reduction of orders; the risks relating to pending legal
proceedings and other factors both referenced and not referenced in this
Quarterly Report on Form 10-Q. When used in this Quarterly Report on Form 10-Q,
the words "estimate," "project," "anticipated," "expect," "intend," "believe,"
and similar expressions are intended to identify forward-looking statements.
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PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company, White Consolidated, Inc. ("White Consolidated"),
Windmere-Durable Holdings, Inc. and certain other parties have been named as
defendants in litigation filed by Westinghouse Electric Corporation
("Westinghouse") in the United States District Court for the Western District
of Pennsylvania on December 18, 1996. The action arises from a dispute between
Westinghouse and White Consolidated over rights to use the "Westinghouse"
trademark for consumer products, based on transactions between Westinghouse and
White Consolidated in 1970's and the parties' subsequent conduct. The action
seeks, among other things, a preliminary injunction enjoining the defendants
from using the trademark, unspecified damages and attorneys' fees. Pursuant to
the Company's licenses agreements with White Consolidated, White Consolidated
is defending the Company and is obligated to indemnify the Company from and
against any and all claims, losses and damages arising out of the action,
including the costs of litigation. This action is scheduled for trial in
Pittsburgh, Pennsylvania on or about September 14, 1998 or as soon thereafter
as the Court's schedule permits. Due to the inherent uncertainties of the
litigation process, the Company is unable to predict the outcome of this
litigation. If the outcome of this litigation is adverse to the Company, it
could terminate or otherwise adversely affect the Company's ability to market
and sell products under the White-Westinghouse brand name to Kmart Corporation
and other retailers.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
None
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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 12, 1997 /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 BALANCE
SHEET AND STATEMENT OF OPERATIONS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> SEP-27-1997
<CASH> 339
<SECURITIES> 0
<RECEIVABLES> 49,554
<ALLOWANCES> 3,766
<INVENTORY> 57,871
<CURRENT-ASSETS> 114,900
<PP&E> 19,547
<DEPRECIATION> 11,424
<TOTAL-ASSETS> 145,411
<CURRENT-LIABILITIES> 96,072
<BONDS> 1,637
0
0
<COMMON> 130
<OTHER-SE> 47,572
<TOTAL-LIABILITY-AND-EQUITY> 145,411
<SALES> 65,773
<TOTAL-REVENUES> 65,773
<CGS> 38,697
<TOTAL-COSTS> 40,976
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,263
<INCOME-PRETAX> 6,557
<INCOME-TAX> 2,433
<INCOME-CONTINUING> 4,124
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,124
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
