<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 MARCH 27, 1999 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, 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)
(847) 803-4600
(Registrant's telephone number, including area code)
SALTON/MAXIM HOUSEWARES INC.
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 May 4, 1999 6,620,022
shares of its $.01 par value Common Stock.
<PAGE> 2
SALTON, INC.
FORM 10-Q
QUARTER ENDED MARCH 27, 1999
INDEX
<TABLE>
<CAPTION>
PAGE NO.
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PART I FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
Consolidated Balance Sheets-March 27, 1999
(Unaudited) and June 27, 1998 3
Consolidated Statements of Earnings (Unaudited)
Thirteen weeks ended
March 27, 1999 and
March 28, 1998
And Thirty-nine weeks ended
March 27, 1999 and
March 28, 1998 4
Consolidated Statements of Cash Flows (Unaudited)
Thirty-nine weeks ended
March 27, 1999 and
March 28, 1998 5
Notes to Consolidated Financial
Statements (Unaudited) 7
Item 2: Management's Discussion and
Analysis of Financial Condition
and Results of Operations 11
PART II OTHER INFORMATION
Item 1: Legal Proceedings 17
Item 6: Exhibits and Reports on Form 8-K 17
Signature 19
</TABLE>
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SALTON, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 27, JUNE 27,
ASSETS 1999 1998
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 19,823 $ 661
Accounts receivable, net of allowances 89,886 43,225
Inventories 120,178 76,505
Prepaid expenses and other current assets 5,203 2,941
Income Tax Receivable 3,217
Deferred tax assets 4,313 4,605
--------- ---------
TOTAL CURRENT ASSETS 242,620 127,937
PROPERTY, PLANT AND EQUIPMENT:
Land 928
Buildings 4,682
Molds and tooling 23,571 16,787
Warehouse equipment and machinery 5,571 453
Office furniture and equipment 5,632 5,341
--------- ---------
40,384 22,581
Less accumulated depreciation (17,881) (14,266)
--------- ---------
22,503 8,315
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 50,652 5,145
--------- ---------
TOTAL ASSETS $ 315,775 $ 141,397
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit and other current debt $ 34,293 $ 50,475
Accounts payable 25,938 18,960
Accrued expenses 22,242 7,235
Income taxes payable 6,902 6,499
--------- ---------
TOTAL CURRENT LIABILITIES 89,375 83,169
LONG TERM DEBT 169,500
NOTES PAYABLE 13,021
NON-CURRENT DEFERRED TAX LIABILITY 1,213 517
--------- ---------
TOTAL LIABILITIES 273,109 83,686
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; authorized,
2,000,000 shares; 40,000 shares issued Common
stock, $.01 par value; authorized, 20,000,000
shares; issued and outstanding,
1999-6,618,942 shares,1998-13,099,644 shares 131 131
Treasury Stock - at cost (90,804)
Additional paid-in capital 90,730 53,481
Less Notes Receivable (10,848)
Accumulated other comprehensive income 7
Retained Earnings 42,602 14,947
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 42,666 57,711
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 315,775 $ 141,397
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
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SALTON, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT EARNINGS PER SHARE DATA)
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
---------------------------- ---------------------------
3/27/99 3/28/98 3/27/99 3/28/98
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 124,340 $ 68,099 $ 371,412 $ 236,025
Cost of goods sold 75,032 39,336 214,374 141,643
Distribution expenses 5,956 2,604 14,521 8,397
------------ ------------ ------------ ------------
GROSS PROFIT 43,352 26,159 142,517 85,985
Selling, general and
administrative expenses 31,083 21,417 90,832 62,961
------------ ------------ ------------ ------------
OPERATING INCOME 12,269 4,742 51,685 23,024
Interest expense 5,089 1,282 9,899 4,244
Realized gain on sale of
marketable securities (724) (724)
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 7,180 4,184 41,786 19,504
Income taxes 2,026 1,406 14,131 7,154
------------ ------------ ------------ ------------
NET INCOME $ 5,154 $ 2,778 $ 27,655 $ 12,350
============ ============ ============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 6,600,300 13,072,144 7,321,471 13,056,016
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 9,554,316 13,522,358 9,911,096 13,491,944
NET INCOME PER COMMON SHARE: BASIC $ 0.78 $ 0.21 $ 3.78 $ 0.95
NET INCOME PER COMMON SHARE: DILUTED $ 0.54 $ 0.21 $ 2.79 $ 0.92
</TABLE>
See Notes to Consolidated Financial Statements.
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SALTON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
39 WEEKS ENDED
----------------------
3/27/99 3/28/98
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income: $ 27,655 $ 12,350
Adjustments to reconcile net income
to net cash used in operating activities:
Gain on sale of marketable securities (724)
Changes in deferred taxes (158) 612
Depreciation and amortization 4,550 2,890
Purchase reduction of note payable
and other noncash items (136)
Changes in assets and liabilities- net of acquisition:
Accounts receivable (5,731) (21,199)
Inventories (5,497) (21,171)
Income tax receivable (539) 1,105
Prepaid expenses and other current assets (368) 434
Accounts payable (165) 1,296
Taxes payable 403
Accrued expenses (1,236) 6,115
--------- ---------
NET CASH FROM OPERATING ACTIVITIES 18,778 (18,292)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired (107,992)
Proceeds from the sale of marketable securities 1,388
Capital expenditures (1,436) (3,823)
--------- ---------
NET CASH FROM INVESTING ACTIVITIES (109,428) (2,435)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving lines of credit (18,475) 24,178
Proceeds from long-term debt 260,000
Repayment of long-term debt (90,000)
Costs associated with refinancing (8,103)
Preferred stock issuance 40,000
Purchase of treasury stock (70,799)
Costs associated with preferred stock issuance (2,999)
Common stock issuance 248 142
Repayment of other debt (67) (5,433)
--------- ---------
NET CASH FROM FINANCING ACTIVITIES 109,805 18,887
--------- ---------
Effect of exchange rate changes on cash 7
--------- ---------
NET INCREASE (DECREASE) IN CASH $ 19,162 $ (1,840)
Cash, beginning of period 661 2,613
--------- ---------
Cash, end of period $ 19,823 $ 773
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest $ 7,463 $ 4,306
Income taxes $ 14,131 $ 4,128
</TABLE>
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SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
In the quarter ended September 26,1998, the Company repurchased 6,535,072
shares of the Company's common stock from Windmere-Durable Holdings
Inc.("Windmere") for a total purchase price of $90,804,000. The purchase price
included the issuance of a six and one-half year $15,000,000 subordinated
promissory note which bears interest at 4% per annum recorded at its fair value
of $9,096,000 and the effective repayment of Windmere's promissory note to
Salton for the principal amount of $10,848,000.
See Notes to Consolidated Financial Statements.
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<PAGE> 7
SALTON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS.
The consolidated financial statements have been prepared from the
Company's records without audit and are subject to year end adjustments. The
interim consolidated financial statements reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of financial information. The interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Salton, Inc.
1998 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.
2. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE.
Basic net income per common share is computed based upon the weighted
average number of common shares outstanding. Diluted net income per common share
is computed based upon the weighted average number of common shares outstanding,
adjusted for dilutive common stock equivalents applying the treasury stock
method for options and warrants and the if-converted method for convertible
securities.
3. EFFECT OF NEW ACCOUNTING STANDARDS AND STATEMENTS
During the first quarter of fiscal 1999 the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income." This statement requires that the Company report the change in its net
assets during the period from non-owner sources. For the 13 weeks ended and the
39 Weeks ended March 27, 1999 and March 28, 1998 components of other
comprehensive income(loss) include foreign currency translation gains and
holding gains(losses) arising from available for sale securities, net of tax,
respectively.
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
---------------- -------------------
(DOLLARS IN THOUSANDS) 3/27/99 3/28/98 3/27/99 3/28/98
---------------- -------------------
<S> <C> <C> <C> <C>
Net income $5,154 $ 2,778 $ 27,655 $ 12,350
Other comprehensive
income(loss) 7 (1,527) 7 2,374
------- ------- -------- --------
$ 5,161 $ 1,251 $ 27,662 $ 14,724
======= ======= ======== ========
</TABLE>
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131 (SFAS 131), "Disclosures about
Segments of an Enterprise and Related Information." This statement is effective
for fiscal years beginning after December 15, 1997, but does not need to be
applied to interim financial information in the initial year of its application.
This statement requires public business enterprises to report certain
information about operating segments, their products and services, the
geographic areas in which they operate, and their major customers. The Company
has not completed their assessment of the effect that this standard will have on
its consolidated financial statements and/or disclosures.
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<PAGE> 8
In February 1998 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards, No. 132 (SFAS 132), "Employer's
Disclosures about Pensions and other Post-Retirement Benefits." This statement
is effective for fiscal years beginning after December 15, 1997 and will change
disclosure requirements for Pensions and other Post-Retirement Benefits. The
Company will be required to comply with the provisions of this statement in
fiscal 1999. The effect of this new statement will be limited to the form and
content of disclosures.
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for
Derivative Instruments and Hedging Activities." This statement is effective for
fiscal years beginning after June 15, 1999 and will change disclosure
requirements for Derivative Instruments and Hedging Activities. The Company
will be required to comply with the provisions of this statement in fiscal
2000. The Company has not assessed the effect that this new standard will have
on its consolidated financial statements and/or disclosures.
4. EVENTS OF THE THIRTY-NINE WEEKS ENDED MARCH 27, 1999.
On July 28, 1998, Salton repurchased (the "Stock Repurchase") 6,535,072
shares of Salton common stock owned by Windmere-Durable Holdings, Inc.
("Windmere") pursuant to a Stock Agreement dated as of May 6, 1998 (the
"Windmere Stock Agreement") by and among Salton, Windmere and the executive
officers of Salton. Prior to the Stock Repurchase, Windmere owned approximately
50% of Salton's outstanding common stock. The price for the Stock Repurchase was
$12 per share in cash plus a $15.0 million subordinated promissory note (the
"Junior Subordinated Note"). The Junior Subordinated Note, which has a term of
six and one-half years and bears interest at 4.0% per annum payable annually, is
subject to offsets of 5% of the total purchase price paid by Salton for product
purchases from Windmere and its affiliates during the term of the note. During
the first nine months of fiscal 1999 the Company reduced this debt and interest
by approximately $990,000 for related purchases of products from Windmere. The
principal amount of the Junior Subordinated Note is also subject to cancellation
in the event Salton's supply agreement with Kmart is terminated for any reason.
In connection with the Stock Repurchase: (i) Windmere effectively
repaid (the "Note Repayment") in full its promissory note (the "Windmere Note")
in the principal amount of approximately $10.8 million, that was issued to
Salton in July, 1996; (ii) Salton repurchased for approximately $3.3 million
Windmere's option (the "Option Repurchase") to purchase up to 458,500 shares of
Salton that was granted to Windmere in July, 1996; and (iii) Windmere and Salton
agreed to continue various commercial and other arrangements, including a fee
agreement relating to Salton's supply agreement with Kmart, subject to certain
modifications. The Stock Repurchase, the Option Repurchase and the Note
Repayment are collectively referred to herein as the "Repurchase."
Salton entered into a credit agreement dated as of July 27, 1998 (the
"New Credit Agreement") among Salton, Lehman Brothers Inc., as arranger, and
Lehman Commercial Paper Inc., as syndication agent. The New Credit Agreement
provided for $215.0 million in senior secured credit facilities consisting of a
$90.0 million Tranche A Term Loan (the "Tranche A Term Loan"), a $75.0 million
Delayed Draw Term Loan (the "Delayed Draw Term Loan") and a $50.0 million
revolving credit facility
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<PAGE> 9
(the "Revolving Credit Facility"). As further explained below the New Credit
Agreement was amended and restated on January 7, 1999.
On July 28, 1998, Salton issued $40.0 million of Series A Voting
Convertible Preferred Stock of the Company (the "Convertible Preferred Stock")
to affiliates of Centre Partners Management LLC ("Centre Partners"). The
Convertible Preferred Stock is generally non-dividend bearing and is convertible
into 2,352,941 shares of Salton common stock (reflecting a $17 per share
conversion price).
The Stock Repurchase, borrowings under the New Credit Agreement and the
Convertible Preferred Stock Issuance are collectively referred to herein as the
"Recapitalization."
On December 16, 1998 the Company issued $125,000,000 of 10-3/4% Senior
Subordinated Notes (the "Subordinated Notes") due 2005. Proceeds of the Notes
were used to repay outstanding indebtedness and for working capital and general
corporate purposes. The Subordinated Notes contain a number of significant
covenants that, among other things, restrict the ability of the Company to
dispose of assets, incur additional indebtedness, prepay other indebtedness, pay
dividends, repurchase or redeem capital stock, enter into certain investments,
enter into sale and lease-back transactions, make certain acquisitions, engage
in mergers and consolidations, create liens, or engage in certain transactions
with affiliates, and that will otherwise restrict corporate and business
activities. In addition, under the Subordinated Notes, the Company is required
to comply with a specified financial fixed charge coverage ratio.
Salton amended and restated the New Credit Agreement on
January 7, 1999 (the "Amended Credit Agreement"). The Amended Credit Agreement,
among Salton, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc.,
as syndication agent and administration agent, and a syndicate of banks,
provides for $125.0 million in a senior secured credit facility consisting of a
$45.0 million Term Loan (the "Term Loan") at an established base rate
(equivalent to the prime rate of interest) plus an applicable margin of 225
basis points or, at the Company's election, a eurodollar rate (equivalent to the
LIBOR rate) plus an applicable margin of 325 basis points maturing in
twenty-four consecutive quarterly installments commencing on March 26, 1999; and
a $80.0 million revolving credit facility (the "Revolving Credit Facility") at
an established base rate (equivalent to the prime rate of interest) plus an
applicable margin of 200 basis point or, at the Company's election, a eurodollar
rate (equivalent to the LIBOR rate plus an applicable margin of 300 basis
points) based on a range of ratios of total debt to earnings before interest,
taxes, depreciation and amortization maturing on March 26, 2003. The Amended
Credit 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. The Amended Credit
Agreement contains a number of significant covenants that, among other things,
restrict the ability of the Company to dispose of assets, incur additional
indebtedness, prepay other indebtedness, pay dividends, repurchase or redeem
capital stock, enter into certain investments, enter into sale and lease-back
transactions, make certain acquisitions, engage in mergers and consolidations,
create liens, or engage in certain transactions with affiliates, and will
otherwise restrict corporate and business activities. In addition, under the
Amended Credit Agreement, the Company is required to comply with specified
financial ratios and tests, including a net average debt ratio, a net average
senior debt ratio, a consolidated fixed charge coverage ratio, and a
consolidated interest coverage ratio.
On January 7, 1999, the Company acquired all of the stock of
Toastmaster Inc. ("Toastmaster"), a Columbia, Missouri based manufacturer and
marketer of kitchen
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<PAGE> 10
and small household electrical appliances and time products (the "Toastmaster
Acquisition"). Toastmaster designs, manufactures, markets and services a wide
array of kitchen and small household electrical appliances and time products
under the brand names of Toastmaster(R) and Ingraham(R). Toastmaster, Inc., a
Missouri Corporation, is now a wholly owned subsidiary of Salton, Inc.
In November 1996, White Consolidated Industries, Inc. ("WCI") filed
suit for injunctive relief and damages against Westinghouse Electric Corporation
(now known as CBS Corporation ("CBS") in the United States District Court for
the Northern District of Ohio alleging that CBS's grant of licenses of the
Westinghouse(TM) name for use on lighting products, fans and electrical
accessories for use in the home violates WCI's rights to the Westinghouse(TM)
name and constitutes a breach of the agreements under which CBS's predecessor
sold WCI its appliance business and licensed certain trademark rights in 1975.
In response to that suit, CBS filed a related action in December 1996 in the
United States District Court for the Western District of Pennsylvania, naming
WCI, Windmere, Salton, Newtech and certain other parties as defendants. The two
actions were consolidated in the Pennsylvania court (the "Trademark
Litigation"). Oral Argument on the parties' cross motions for summary judgment
was held on April 16, 1999. No decision has been issued. A trial date of June
21, 1999 has been set by the court. CBS seeks an injunction prohibiting the
Company, Newtech and WCI from using the White-Westinghouse(R) name on products
not specifically enumerated in the sale documents between CBS's predecessor and
WCI, and unspecified damages and attorneys' fees. An adverse decision in the
Trademark Litigation could result in the Company being limited in further use of
the White-Westinghouse(R) name and therefore the possible termination or
significant modification of the supply agreement between the Company and Kmart.
The legal costs that may be incurred in defending against this action
could be substantial. In addition, the litigation could be protracted and result
in diversion of management and other resources of the Company. WCI is currently
defending the Company in this action. There can be no assurance that WCI will
prevail in its lawsuit, or that WCI, the Company and their co-defendants will
prevail in their defense of CBS's lawsuit. In the event that a favorable outcome
for the Company is not obtained, the Company intends to vigorously pursue its
right to indemnification under indemnification provisions in the license
agreements between WCI and the Company relating to the White-Westinghouse(R)
brand name. There can be no assurance that WCI will agree on the scope of the
indemnity, or that any such indemnity payment which may become due to the
Company will be paid fully or in a timely fashion or at all. Related proceedings
have also been commenced before the Trademark Board in opposition to WCI's and
CBS's efforts to register certain uses of the Westinghouse(TM) and
White-Westinghouse(R) names. Such proceedings have been stayed pending
resolution of the Trademark Litigation in the Pennsylvania court. Even if the
Trademark Litigation is resolved in the Company's favor, it is possible that the
proceedings before the Trademark Board will continue and could have a material
adverse effect upon the Company's business, financial condition and results of
operations.
On April 27, 1999, CBS and WCI entered into a partial settlement
agreement which did not resolve the issues concerning the Company. CBS and WCI
are currently discussing a possible settlement that would address the
remaining issues in the litigation, including those concerning the Company.
5. ACQUISITION
On January 7, 1999, the Company acquired the stock of Toastmaster, Inc.
("Toastmaster"), a Columbia, Missouri based manufacturer and marketer of kitchen
and small household electrical appliances and time products (the "Toastmaster
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<PAGE> 11
Acquisition"). The Company paid Toastmaster shareholders $7.00 per share in
cash, for a total purchase price of approximately $53.2 million. In addition,
Toastmaster's outstanding debt of $57.8 million with a lender was paid in
connection with the acquisition. The acquisition was accounted for as a
purchase. The purchase price has been preliminarily allocated based upon
estimated fair market values at the date of acquisition, pending final
determination of certain acquired assets and liabilities. Accordingly, the
purchase price allocation may change in subsequent periods. The excess of the
purchase price over the fair values of the net assets acquired has been recorded
as goodwill and is being preliminarily amortized on a straight-line basis over
forty years.
The operating results of Toastmaster have been included in the
consolidated statements of earnings from the date of acquisition. The following
unaudited pro forma results of operations assume the transactions to which pro
forma effect is given occurred at the beginning of the thirty-nine weeks ended
March 27, 1999 and March 28, 1998, respectively:
<TABLE>
<CAPTION>
39 WEEKS ENDED 39 WEEKS ENDED
-------------- --------------
(DOLLARS IN THOUSANDS) 3/27/99 3/28/98
-------------- --------------
<S> <C> <C>
Net sales $462,436 $361,926
Operating income 49,654 29,120
Net income 20,506 8,959
Net income per share:
Basic $ 3.12 $ 1.37
Diluted $ 2.17 $ 0.98
</TABLE>
The pro forma results are for informational purposes only and do not
purport to represent what the Company's results of operations would have
actually been had the transactions to which pro forma effect is given been
consummated for the periods indicated. The pro forma results do not reflect cost
savings expected by the Company's management to be achieved over time following
the Toastmaster Acquisition.
6. SUBSEQUENT EVENTS.
On March 31, 1999 the company bought certain assets of Sasaki, Inc., a
well-known designer and manufacturer of high-quality tabletop products and
accessories for the home, from Sasaki Glass Company Ltd. Under the terms of the
transaction, Salton purchased Sasaki's inventory, except for the Christian Dior
tabletop product line, in addition to licensing the Sasaki(R) brand name for a
period of twenty years, with an option to renew on mutually agreed upon terms.
As part of the transaction, Salton agreed to assume certain minor liabilities.
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<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MARCH 27, 1999 COMPARED WITH THIRTEEN WEEKS ENDED
MARCH 28, 1998.
Net sales in the third quarter ended March 27, 1999 ("third quarter of
fiscal 1999") were $124.3 million, an increase of approximately $56.2 million or
82.6%, compared to net sales of $68.1 million in the third quarter ended March
28, 1998("third quarter of fiscal 1998"). This increase is primarily
attributable to increased sales of the George Foreman Grills(R), sales from our
newly acquired wholly-owned subsidiary Toastmaster, White-Westinghouse(R) sales
under the Kmart program, and Farberware(R) products. Net sales of Toastmaster
products, from January 7, 1999 through the end of the third quarter,
approximated 20.1% of net sales in the third quarter and net sales of
White-Westinghouse(R) products to Kmart approximated 14.1% of net sales in the
third quarter of fiscal 1999 compared to 15.1% of net sales in the same period
in fiscal 1998.
Gross profit in the third quarter of fiscal 1999 was $43.4 million or
34.9% of net sales as compared to $26.2 million or 38.4% in the same period in
fiscal 1998. Cost of goods sold during the third quarter of fiscal 1999
increased to 60.3% of net sales compared to 57.8% in the same period in fiscal
1998. Distribution expenses were $6.0 million or 4.8% of net sales in the third
quarter of fiscal 1999 compared to $2.6 million or 3.8% of net sales in the same
period in fiscal 1998. Gross profit and cost of goods sold in the third quarter
of fiscal 1999 as a percentage of net sales decreased and increased respectively
primarily due to higher costs of Toastmaster products. Excluding the cost of
Toastmaster products, the Company had a more favorable mix of sales with lower
costs in their respective channels of distribution when compared to the same
period in fiscal 1998.
Selling, general and administrative expenses increased to $31.1 million
or 25.0% of net sales in the third quarter of fiscal 1999 compared to $21.4
million or 31.5% of net sales for the same period in fiscal 1998. Expenditures
for television, royalty expenses, certain other media and cooperative
advertising coverages and trade show expenses were $ 19.5 million or 15.7% of
net sales in the third quarter of fiscal 1999 when compared to $15.2 million or
22.3% of net sales in the same period in fiscal 1998. The remaining selling,
general and administrative costs were $11.6 million or 9.3% of net sales in the
third quarter of fiscal 1999 compared to $6.2 million or 9.1% of net sales in
the same period in fiscal 1998. These increases were primarily attributable to
higher costs for additional personnel, sales commissions and various other costs
related to the higher level of sales.
As a result of the foregoing, operating income increased by $7.5
million or 158.7%, to $12.3 million in the third quarter of fiscal 1999 from
$4.7 million in the same period in fiscal 1998. Operating income as a percentage
of net sales increased to 9.9% in the third quarter of fiscal 1999 from 7.0% in
the same period of fiscal 1998.
Net interest expense was approximately $5.1 million for the third
quarter of fiscal 1999 compared to $1.4 million for the same period in fiscal
1998. The Company's rate of interest on amounts outstanding was a weighted
average annual rate of 9.3% in the third quarter of fiscal 1999 compared to
9.21% in the same period in fiscal 1998. The average amount of debt outstanding
was $214.5 million for the third quarter of fiscal 1999 compared to $57.1
million for the same period in fiscal 1998. This increase in the average amount
of debt outstanding was used to complete the
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<PAGE> 13
Recapitalization, complete the acquisition of Toastmaster, and to finance higher
net sales.
The Company had income before income taxes of $7.2 million in the third
quarter of fiscal 1999 compared to income before income taxes of $4.2 million in
the same period in fiscal 1998. Net income was $5.2 million in the third quarter
of fiscal 1999 compared to net income of $2.8 million in the same period in
fiscal 1998. Basic earnings per common share were $0.78 per share on weighted
average common shares outstanding of 6,600,300 in the third quarter of fiscal
1999 compared to basic earnings of $0.21 per share on weighted average common
shares outstanding of 13,072,144 in the same period in fiscal 1998. Diluted
earnings per common share were $0.54 per share on weighted average common shares
outstanding, including dilutive common stock equivalents, of 9,554,316 in the
third quarter of fiscal 1999 compared to earnings of $0.21 per share on weighted
average common shares outstanding, including dilutive common stock equivalents,
of 13,522,358 in the same period in fiscal 1998.
THIRTY-NINE WEEKS ENDED MARCH 27, 1999 COMPARED WITH THIRTY-NINE WEEKS
ENDED MARCH 28, 1998.
Net sales in the first nine months ended March 27, 1999 were $371.4
million, an increase of approximately $135.4 million or 57.4%, compared to net
sales of $236.0 million in the corresponding period ended March 28, 1998. This
increase is primarily attributable to increased sales of the George Foreman
Grills(R), White-Westinghouse(R) sales under the Kmart program, sales of our
newly acquired wholly-owned subsidiary Toastmaster, and sales of our
Farberware(R) products. Net sales of White-Westinghouse(R) products to Kmart
approximated 14.4% of net sales in the first nine months of fiscal 1999 compared
to 17.2% of net sales in the same period in fiscal 1998.
Gross profit in the first nine months of fiscal 1999 was $142.5 million
or 38.4% of net sales as compared to $86.0 million or 36.4% in the same period
in fiscal 1998. Cost of goods sold during the first nine months of fiscal 1999
decreased to 57.7% of net sales compared to 60.0% in the same period in fiscal
1998. Distribution expenses were $14.5 million or 3.9% of net sales in the first
nine months of fiscal 1999 compared to $8.4 million or 3.6% of net sales in the
same period in fiscal 1998. Gross profit and costs of goods sold in the first
nine months as a percentage of net sales were improved primarily due to lower
costs on certain products of the Company, partially offset by higher costs of
Toastmaster products and due to a more favorable mix of sales with lower costs
in their respective channels of distribution when compared to the same period in
fiscal 1998.
Selling, general and administrative expenses increased to $90.8 million
or 24.5% of net sales in the first nine months of fiscal 1999 compared to $63.0
million or 26.7% of net sales for the same period in fiscal 1998. Expenditures
for television, royalty expenses, certain other media and cooperative
advertising coverages and trade show expenses were $62.0 million or 16.7% of net
sales in the first nine months of fiscal 1999 when compared to $44.8 million or
19.0% of net sales in the same period in fiscal 1998. The remaining selling,
general and administrative costs were $28.3 million or 7.8% of net sales in the
first nine months of fiscal 1999 compared to $18.1 million or 7.7% of net sales
in the same period in fiscal 1998. These increases were primarily attributable
to higher costs for additional personnel, sales commissions and various other
costs related to the higher level of sales.
As a result of the foregoing, operating income increased by $28.7
million or 124.5%, to $51.7 million in the first nine months of fiscal 1999 from
$23.0 million
-13-
<PAGE> 14
in the same period in fiscal 1998. Operating income as a percentage of net sales
increased to 13.9% in the first nine months of fiscal 1999 from 9.8% in the same
period of fiscal 1998, primarily as a result of higher net sales and the
contribution margin of these sales that exceeded fixed costs.
Net interest expense was approximately $9.9 million for the first nine
months of fiscal 1999 compared to $4.2 million for the same period in fiscal
1998. The Company's rate of interest on amounts outstanding was a weighted
average annual rate of 8.8% in the first nine months of fiscal 1999 compared to
9.4% in the same period in fiscal 1998. The average amount of all debt
outstanding was $143.0 million for the first nine months of fiscal 1999 compared
to $59.2 million for the same period in fiscal 1998. This increase was used to
complete the Recapitalization, complete the Toastmaster Acquisition and to
finance higher net sales.
The Company had income before income taxes of $41.8 million in the
first nine months of fiscal 1999 compared to income before income taxes of $19.5
million in the same period in fiscal 1998. Net income was $27.7 million in the
first nine months of fiscal 1999 compared to net income of $12.4 million in the
same period in fiscal 1998. Basic earnings per common share were $3.78 per share
on weighted average common shares outstanding of 7,321,471 in the first nine
months of fiscal 1999 compared to earnings of $0.95 per share on weighted
average common shares outstanding of 13,056,016 in the same period in fiscal
1998. Diluted earnings per common share were $2.79 per share on weighted average
common shares outstanding, including dilutive common stock equivalents, of
9,911,096 in the first nine months of fiscal 1999 compared to earnings of $0.92
per share on weighted average common shares outstanding, including dilutive
common stock equivalents, of 13,491,944 in the same period in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
On July 28, 1998, Salton completed (the "Stock Repurchase") by
purchasing 6,535,072 shares of Salton common stock owned by Windmere-Durable
Holdings, Inc. ("Windmere") pursuant to the Stock Agreement dated as of May 6,
1998. Prior to the Stock Repurchase, Windmere owned approximately 50% of
Salton's outstanding common stock. The price for the Stock Repurchase was $12
per share in cash plus the $15.0 million Junior Subordinated Note. The Junior
Subordinated Note, which has a term of six and one-half years and bears interest
at 4.0% per annum payable annually, is subject to offsets of 5% of the total
purchase price paid by Salton for product purchases from Windmere and its
affiliates during the term of the note. During the first nine months of fiscal
1999 the Company reduced this debt and interest by approximately $990,000 for
related purchases of products from Windmere. The principal amount of the Junior
Subordinated Note is also subject to cancellation in the event Salton's supply
agreement with Kmart is terminated for any reason.
In connection with the Stock Repurchase: (i) Windmere effectively
repaid in full its Windmere Note in the principal amount of approximately $10.8
million, that was issued to Salton in July, 1996; (ii) Salton repurchased for
approximately $3.3 million Windmere's Option to purchase up to 458,500 shares of
Salton that was granted to Windmere in July, 1996; and (iii) Windmere and Salton
agreed to continue various commercial and other arrangements, including a fee
agreement relating to Salton's supply agreement with Kmart, subject to certain
modifications.
Salton entered into the New Credit Agreement as of July 27, 1998. The
New Credit Agreement provided for $215.0 million in senior secured credit
facilities consisting of the $90.0 million Tranche A Term Loan, the $75.0
million Delayed Draw
-14-
<PAGE> 15
Term Loan and the $50.0 million Revolving Credit Facility. As further explained
below the New Credit Agreement was amended and restated on January 7, 1999.
On July 28, 1998, Salton issued $40.0 million of Series A Voting
Convertible Preferred Stock of the Company to Centre Partners. The Convertible
Preferred Stock is generally non-dividend bearing and is convertible into
2,352,941 shares of Salton common stock (reflecting a $17 per share conversion
price).
On December 16, 1998 the Company issued the $125,000,000 of 10-3/4%
Senior Subordinated Notes due 2005. Proceeds of the Subordinated Notes were used
to repay outstanding indebtedness and for working capital and general corporate
purposes. The Subordinated Notes contain a number of significant covenants that,
among other things, restrict the ability of the Company to dispose of assets,
incur additional indebtedness, prepay other indebtedness, pay dividends,
repurchase or redeem capital stock, enter into certain investments, enter into
sale and lease-back transactions, make certain acquisitions, engage in mergers
and consolidations, create liens, or engage in certain transactions with
affiliates, and that will otherwise restrict corporate and business activities.
In addition, under the Subordinated Notes, the Company is required to comply
with a specified financial fixed charge coverage ratio.
Salton amended and restated the New Credit Agreement on January 7,
1999. The Amended Credit Agreement, among Salton, Lehman Brothers Inc., as
arranger, Lehman Commercial Paper Inc., as syndication agent and administration
agent, and a syndicate of banks, provides for $125.0 million in a senior secured
credit facility consisting of a $45.0 million Term Loan at an established base
rate (equivalent to the prime rate of interest) plus an applicable margin of 225
basis points or, at the Company's election, a eurodollar rate (equivalent to the
LIBOR rate) plus an applicable margin of 325 basis points maturing in
twenty-four consecutive quarterly installments commencing on March 26, 1999; and
a $80.0 million Revolving Credit Facility at an established base rate
(equivalent to the prime rate of interest) plus an applicable margin of 200
basis points or, at the Company's election, a eurodollar rate (equivalent to the
LIBOR rate plus an applicable margin of 300 basis points) based on a range of
ratios of total debt to earnings before interest, taxes, depreciation and
amortization maturing on March 26, 2003. The Amended Credit 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. The Amended Credit Agreement contains a number of
significant covenants that, among other things, restrict the ability of the
Company to dispose of assets, incur additional indebtedness, prepay other
indebtedness, pay dividends, repurchase or redeem capital stock, enter into
certain investments, enter into sale and lease-back transactions, make certain
acquisitions, engage in mergers and consolidations, create liens, or engage in
certain transactions with affiliates, and that will otherwise restrict corporate
and business activities. In addition, under the Amended Credit Agreement, the
Company is required to comply with specified financial ratios and tests,
including a net average debt ratio, a net average senior debt ratio, a
consolidated fixed charge coverage ratio, and a consolidated interest coverage
ratio.
On January 7, 1999, the Company acquired all of the stock of
Toastmaster and paid Toastmaster shareholders $7.00 per share in cash, for a
total purchase price of approximately $53.2 million. In addition, Toastmaster's
outstanding debt of $57.8 million with a lender was paid in connection with the
acquisition. Toastmaster, Inc., a Missouri Corporation, is now a wholly owned
subsidiary of Salton, Inc.
-15-
<PAGE> 16
During the third quarter of fiscal 1999, the Company used net cash of
$18.8 million in operating activities and $109.4 million in investing
activities. This usage was primarily to support the growth in sales, the
acquisition of Toastmaster, as well as increased investment in capital assets,
primarily tooling. For the first nine months ended March 27, 1999 financing
activities provided net cash of $109.8 million. This net cash came primarily
from net proceeds of $77.0 million from the Amended Credit Agreement, the
issuance of $125.0 million of Subordinated Notes, the issuance of the
Convertible Preferred Stock of $40.0 million, offset by $70.8 million used for
the Stock Repurchase, $50.5 million repayment of the revolving line of credit
under the New Credit Agreement, and approximately $10.9 million in costs paid
for the issuance of the Subordinated Notes, the New Credit Agreement, the
Amended Credit Agreement, and the issuance of the Convertible Preferred Stock.
At March 27, 1999, the Company had debt outstanding of $203.8 million
and had the ability to borrow up to an additional $48.0 million under the
Revolving Credit 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.
The Company's ability to make scheduled payments of principal of, or to
pay the interest on, or to refinance, its indebtedness, or to fund planned
capital expenditures will depend upon its future performance, which is subject
to general economic, financial, competitive and other factors that are beyond
its control. The Company's ability to fund its operating activities is also
dependent upon its rate of growth, ability to effectively manage its inventory,
the terms under which it extends credit to customers and its ability to collect
under such terms and its ability to access external sources of financing. Based
upon the current level of operations and anticipated growth, management believes
that future cash flow from operations, together with available borrowings under
the Amended Credit Agreement and funds anticipated to be available from the
issuance of additional debt and/or equity securities, will be adequate to meet
the Company's anticipated requirements for capital expenditures, working
capital, interest payments and scheduled principal payments over the next 12
months. There can be no assurance, however, that the Company's business will
continue to generate sufficient cash flow from operations in the future to
service its debt and make necessary capital expenditures after satisfying
certain liabilities arising in the ordinary course of business. If unable to do
so, the Company may be required to refinance all or a portion of its existing
debt, to sell assets or to obtain additional financing. There can be no
assurance that any such refinancing would be available or that any such sales of
assets or additional financing could be obtained.
FORWARD LOOKING STATEMENTS
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: the Company's degree of leverage; 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 integration of
Toastmaster, including the failure to realize anticipated revenue enhancements
and cost savings; the risks relating to pending legal proceedings and
-16-
<PAGE> 17
other factors both referenced and not referenced in the Company's filings with
the Securities and Exchange Commission. 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.
YEAR 2000
Many computer and other software and hardware systems currently are
not, or will or may not be, able to read, calculate or output correctly using
dates after 1999, and such systems will require significant modifications in
order to be "year 2000 compliant." This issue may have a material adverse
affect on the Company's business, financial condition and results of operations
because its computer and other systems are integral to the Company's activities
and because the Company will have to divert financial resources and personnel
to address this issue.
The Company has reviewed its computer and other hardware and software
systems and has been upgrading those systems that it has identified as not
being year 2000 compliant. The existing systems will be upgraded either through
modification or, as a contingency, replacement. The Company currently
anticipates that it will complete testing of these upgrades by the end of
fiscal 1999.
Although the Company is not aware of any material operational
impediments associated with upgrading its computer and other hardware and
software systems to be year 2000 compliant, the Company cannot make any
assurances that the upgrade of the Company's computer systems will be completed
on schedule or, that the upgraded systems will be free of defects. If any such
risks materialize, the Company could experience material adverse consequences
to its business, financial condition and results of operations.
Year 2000 compliance may also adversely affect the Company's business,
financial condition and results of operations indirectly by causing
complications of, or otherwise affecting, the operations of any one or more of
its suppliers and customers. The Company is contacting its significant
suppliers and customers in an attempt to identify any potential year 2000
compliance issues with them. The Company is currently unable to anticipate the
magnitude of the operational or financial impact of year 2000 compliance issues
with its suppliers and customers.
The Company incurred approximately $765,000 through fiscal 1998 and
expects to incur approximately $135,000 through fiscal 1999 to resolve and test
the Company's year 2000 compliance issues. All expenses incurred in connection
with year 2000 compliance will be expensed as incurred, other than acquisitions
of new software or hardware, which will be capitalized.
-17-
<PAGE> 18
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
In November 1996, WCI filed suit for injunctive relief and damages
against CBS in the United States District Court for the Northern District of
Ohio alleging that CBS's grant of licenses to the Westinghouse(TM) name for use
on lighting products, fans and electrical accessories for use in the home
violates WCI's rights to the Westinghouse(TM) name to a third party and
constitutes a breach of the agreements under which CBS's predecessor sold WCI
its appliance business and licensed certain trademark rights in 1975. In
response to that suit, CBS filed a related action in December 1996 in the United
States District Court for the Western District of Pennsylvania, naming WCI,
Windmere, Salton, Newtech and certain other parties as defendants. The two
actions were consolidated in the Pennsylvania court. Oral argument on the
parties' cross motions for summary judgement was held on April 16, 1999. No
decision has been issued. A trial date of June 21, 1999 has been set by the
court. CBS seeks an injunction prohibiting the Company, Newtech and WCI from
using the White-Westinghouse(R) name on products not specifically enumerated in
the sale documents between CBS's predecessor and WCI, and unspecified damages
and attorneys' fees. An adverse decision in the Trademark Litigation could
result in the Company and Newtech being limited in further use of the
White-Westinghouse(R) name and therefore the possible termination or significant
modification of the supply agreement between the Company and Kmart.
The legal costs that may be incurred in defending against this action
could be substantial. In addition, the litigation could be protracted and result
in diversion of management and other resources of the Company. WCI is currently
defending the Company in this action. There can be no assurance that WCI will
prevail in its lawsuit, or that WCI, the Company and their co-defendants will
prevail in their defense of CBS's lawsuit. In the event that a favorable outcome
for the Company is not obtained, the Company intends to vigorously pursue its
right to indemnification under indemnification provisions in the license
agreements between WCI and the Company relating to the White-Westinghouse(R)
brand name. There can be no assurance that WCI will agree on the scope of the
indemnity, or that any such indemnity payment which may become due to the
Company will be paid fully or in a timely fashion or at all. Related proceedings
have also been commenced before the Trademark Board in opposition to WCI's and
CBS's efforts to register certain uses of the Westinghouse(TM) and
White-Westinghouse(R) names. Such proceedings have been stayed pending
resolution of the Trademark Litigation in the Pennsylvania court. Even if the
Trademark Litigation is resolved in the Company's favor, it is possible that the
proceedings before the Trademark Board will continue and could have a material
adverse effect upon the Company's business, financial condition and results of
operations.
On April 27, 1999, CBS and WCI entered into a partial settlement
agreement which did not resolve the issues concerning the Company. CBS and WCI
are currently discussing a possible settlement that would address the
remaining issues in the litigation, including those concerning the Company.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(i) Current Report on Form 8-K dated August 26, 1998 reporting under
Item 2, Acquisition or Disposition of Assets, the Company's
acquisition of Toastmaster.
-18-
<PAGE> 19
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, INC.
Date: May 4, 1999 /s/ WILLIAM B. RUE
William B. Rue
President & Chief Operating Officer
(Duly Authorized Officer
of the Registrant)
-19-
<PAGE> 20
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- -------------- -----------------------
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
-20-
<PAGE> 1
EXHIBIT 12
COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES
SALTON, INC.
<TABLE>
<CAPTION>
9 MONTHS
ENDED YEAR ENDED
3/27/99
(THOUSANDS, EXCEPT RATIOS) (UNAUDITED) 1998 1997 1996 1995 1994
----------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest and amortization
of debt issuance costs on
all indebtedness $10,177 $6,203 $4,967 $3,934 $3,057 $ 2,047
Add interest element
implicit in rentals 1,006 521 394 222 211 248
------- ------- ------- ------ ------ -------
Total fixed charges $11,183 $ 6,724 $5,361 $4,156 $3,268 $ 2,295
======= ======= ======= ====== ====== =======
Income
Income before income
taxes $41,786 $32,168 $6,400 $1,146 $ 671 $(2,944)
Add fixed charges 11,183 6,724 5,361 4,156 3,268 2,295
------- ------- ------- ------ ------ -------
Income before fixed
charges and income taxes $52,969 $38,892 $11,761 $5,302 $3,939 $ (649)
======= ======= ======= ====== ====== =======
Ratio of earnings to
fixed charges 4.74 5.78 2.19 1.28 1.21 (A)
</TABLE>
(A) As a result of the loss for the fiscal year ended July 2, 1994, earnings did
not cover fixed charges by $5.2 million.
-21-
<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> 9-MOS
<FISCAL-YEAR-END> JUN-26-1999
<PERIOD-START> JUN-28-1998
<PERIOD-END> MAR-27-1999
<CASH> 19,823
<SECURITIES> 0
<RECEIVABLES> 100,529
<ALLOWANCES> 10,643
<INVENTORY> 120,178
<CURRENT-ASSETS> 242,620
<PP&E> 40,384
<DEPRECIATION> 17,881
<TOTAL-ASSETS> 315,775
<CURRENT-LIABILITIES> 89,375
<BONDS> 0
0
0
<COMMON> 131
<OTHER-SE> 42,535
<TOTAL-LIABILITY-AND-EQUITY> 315,775
<SALES> 371,412
<TOTAL-REVENUES> 371,412
<CGS> 214,374
<TOTAL-COSTS> 228,895
<OTHER-EXPENSES> 90,832
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,899
<INCOME-PRETAX> 41,786
<INCOME-TAX> 14,131
<INCOME-CONTINUING> 27,655
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,655
<EPS-PRIMARY> 3.78
<EPS-DILUTED> 2.79
</TABLE>
