UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 1-655
MAYTAG CORPORATION
A Delaware Corporation I.R.S. Employer Identification No. 42-0401785
403 West Fourth Street North, Newton, Iowa 50208
Registrant's telephone number: 515-792-7000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 1997:
Common Stock, $1.25 par value - 97,632,521
Page 1 of 15
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended March 31, 1997
I N D E X
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Statements of Consolidated Income................ 3
Condensed Statements of Consolidated Financial Condition... 4
Condensed Statements of Consolidated Cash Flows............ 6
Notes to Condensed Consolidated Financial Statements....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 9
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................ 13
Signatures................................................ 14
Financial Data Schedule................................... 15
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Condensed Statements of Consolidated Income
(Unaudited)
Three Months Ended
March 31
In thousands except per share data 1997 1996
Net sales $ 792,469 $ 731,246
Cost of sales 582,987 528,819
Gross profit 209,482 202,427
Selling, general and administrative expenses 132,982 125,726
Restructuring charge 0 40,000
Operating income 76,500 36,701
Interest expense (14,711) (10,902)
Other--net 2,079 1,064
Income before income taxes and minority
interest 63,868 26,863
Income taxes 24,144 10,745
Income before minority interest 39,724 16,118
Minority interest (1,224)
Net income $ 38,500 $ 16,118
Earnings per common share:
Net income $ 0.39 $ 0.15
Weighted average shares outstanding 97,616 105,465
Dividends per common share $ 0.16 $ 0.14
See notes to condensed consolidated financial statements.
3
MAYTAG CORPORATION
Condensed Statements of Consolidated Financial Condition
March 31 December 31
1997 1996
In thousands except share data (Unaudited)
Assets
Current assets
Cash and cash equivalents $ 34,281 $ 27,543
Accounts receivable 519,506 462,882
Inventories 329,832 327,136
Deferred income taxes 30,266 30,266
Other current assets 43,618 57,132
Total current assets 957,503 904,959
Noncurrent assets
Deferred income taxes 135,659 131,159
Pension investments 1,880 1,441
Intangible pension asset 70,511 70,511
Other intangibles 319,974 322,436
Other noncurrent assets 35,079 47,549
Total noncurrent assets 563,103 573,096
Property, plant and equipment
Property, plant and equipment 1,680,855 1,655,646
Less allowance for depreciation 817,694 803,761
Total property, plant and equipment 863,161 851,885
Total assets $ 2,383,767 $ 2,329,940
See notes to condensed consolidated financial statements.
4
MAYTAG CORPORATION
Condensed Statements of Consolidated Financial Condition - Continued
March 31 December 31
1997 1996
In thousands except share data (Unaudited)
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 79,438 $ 55,489
Accounts payable 206,006 206,397
Compensation to employees 58,319 64,104
Accrued liabilities 174,286 180,726
Income taxes payable 24,790 4,209
Current maturities of long-term debt 59,382 59,086
Total current liabilities 602,221 570,011
Noncurrent liabilities
Deferred income taxes 26,877 27,012
Long-term debt 482,154 488,537
Postretirement benefits other than
pensions 450,135 447,415
Pension liability 55,101 50,377
Other noncurrent liabilities 99,535 102,621
Total noncurrent liabilities 1,113,802 1,115,962
Minority interest 71,201 69,977
Put options 22,053
Shareowners' equity
Preferred stock:
Authorized--24,000,000 shares
(par value $1.00)
Issued--none
Common stock:
Authorized--200,000,000 shares
(par value $1.25)
Issued--117,150,593 shares,
including shares in treasury 146,438 146,438
Additional paid-in capital 449,107 471,158
Retained earnings 446,372 423,552
Cost of Common stock in treasury
(1997--19,108,870 shares;
1996--19,106,012 shares) (405,029) (405,035)
Employee stock plans (55,314) (55,204)
Minimum pension liability adjustment (107) (107)
Foreign currency translation (6,977) (6,812)
Total shareowners' equity 574,490 573,990
Total liabilities and shareowners'
equity $ 2,383,767 $ 2,329,940
See notes to condensed consolidated financial statements.
5
MAYTAG CORPORATION
Condensed Statements of Consolidated Cash Flows
(Unaudited)
Three Months Ended
March 31
In thousands 1997 1996
Operating activities
Net income $ 38,500 $ 16,118
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Minority interest 1,224
Depreciation and amortization 33,206 27,099
Deferred income taxes (4,635) 8,946
Restructuring charge 40,000
Changes in working capital items:
Accounts receivable (56,624) (42,932)
Inventories (2,696) (19,155)
Other current assets 4,890 (5,446)
Other current liabilities 11,684 4,519
Restructuring reserves (3,718) (8,217)
Pension assets and liabilities 4,284 (29,314)
Postretirement benefits 2,720 6,607
Other--net 9,378 (2,494)
Net cash provided by (used in) operating
activities 38,213 (4,269)
Investing activities
Capital expenditures (42,063) (40,385)
Total investing activities (42,063) (40,385)
Financing activities
Proceeds from issuance of notes payable 24,942
Repayment of notes payable (993)
Proceeds from issuance of long-term debt 1,103
Repayment of long-term debt (7,192) (1,337)
Stock repurchases (10,528) (32,231)
Stock options exercised and other Common stock
transactions 10,427 9,374
Dividends (15,681) (14,713)
Investment by joint venture partner 8,625
Total financing activities 10,703 (38,907)
Effect of exchange rates on cash (115) 97
Increase (decrease) in cash and cash
equivalents 6,738 (83,464)
Cash and cash equivalents at beginning of year 27,543 141,214
Cash and cash equivalents at end of period $ 34,281 $ 57,750
See notes to condensed consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Condensed Consolidated Financial Statements
March 31, 1997
(Unaudited)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements and footnotes
included in the Maytag Corporation annual report on Form 10-K for the year ended
December 31, 1996.
NOTE B--INVENTORIES
Inventories consist of the following (in thousands):
March 31 December 31
1997 1996
Raw materials $ 52,266 $ 53,319
Work in process 44,647 45,406
Finished products 227,241 222,954
Supplies 5,678 5,457
$ 329,832 $ 327,136
NOTE C--RESTUCTURING CHARGE
During the first quarter of 1996 the Company announced the restructuring of its
major appliance operations in an effort to strengthen its position in the
industry and to deliver improved performance to both customers and shareowners.
This included the consolidation of two separate organizational units into a
single operation responsible for all activities associated with the manufacture
and distribution of the Company's brands of major appliances and the closing of
a cooking products plant in Indianapolis, Indiana, with transfer of that
production to an existing plant in Cleveland, Tennessee.
As a result of these actions the Company recorded a one-time restructuring
charge of $40 million, or $24.4 million after-tax, in the first quarter of 1996.
This charge is primarily related to the costs associated with the consolidation
of cooking products manufacturing activities and consolidation of activities of
the two separate organizational units. Of this $40 million restructuring charge
it is currently estimated that cash expenditures of approximately $16 million,
primarily related to severance, and non-cash charges of approximately $24
million, primarily related to write-offs of property, plant and equipment, are
expected to be incurred. During 1996 the Company incurred approximately $18
million of costs, of which approximately $12 million were cash expenditures that
were charged to the $40 million reserve established for this restructuring.
During the first quarter of 1997, the Company incurred approximately $4 million
of costs, of which approximately $1 million were cash expenditures.
7
NOTE D--CONTINGENCIES
The Company made various warranties to the buyer in connection with the 1994
sale of its home appliance operations in Australia and New Zealand. The buyer
has asserted several claims against the Company alleging breaches of certain of
those warranties, including a claim for future product warranty costs which may
be incurred associated with certain products manufactured prior to the date the
operations were sold. Based on the information currently available no estimate
of the potential loss can be made at this time.
In connection with the sale of its home appliance operations in Europe, the
Company made various warranties to the buyer, including the accuracy of tax net
operating losses in the United Kingdom, and agreed to indemnify the buyer for
liabilities resulting from customer claims under the 1992 and 1993 "free
flights" promotions in excess of the reserve balance at the time of sale. The
resolution of these items is not expected to have a significant adverse effect
on the Company's consolidated financial position.
As announced in 1995 the Company conducted an in-home inspection program to
address a potential problem with a small electrical component in Maytag brand
dishwashers. The majority of the costs related to this program have been
incurred as the inspection has been undertaken for substantially all of the
units identified as falling within the inspection program.
NOTE E--INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
Principal financial data by industry segment and different geographic locations
is as follows (in thousands):
Quarter Ended March 31
Net sales 1997 1996
Home appliances
North America $ 701,160 $ 682,650
Asia 35,453
Vending equipment 55,856 48,596
Consolidated $ 792,469 $ 731,246
Operating income 1997 1996
Home appliances
North America $ 73,507 $ 38,729
Asia 3,524
Vending equipment 6,561 5,923
General corporate (7,092) (7,951)
Consolidated $ 76,500 $ 36,701
NOTE F--NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued FASB Statement
No. 128, "Earnings Per Share," ("SFAS No. 128"). SFAS No. 128 requires dual
presentation of basic and diluted earnings per share ("EPS") on the face of the
income statement. Basic EPS is computed by dividing net income (loss) by the
weighted average number of common shares outstanding during the period. Diluted
EPS reflects the potential dilution from the exercise or conversion of
securities into common stock, such as stock options. SFAS No. 128 is effective
for periods beginning after December 15, 1997 and will require restatement of
prior periods. Earlier application in not permitted. The impact of the
adoption of SFAS No. 128 is not expected to be material.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
COMPARISON OF 1997 WITH 1996
NET SALES: The Company's consolidated net sales increased 8.4 percent in the
first quarter of 1997 compared to the same period in 1996. Net sales in 1997
include sales totaling $35.5 million of the Company's China joint venture which
was established in the third quarter of 1996. (See discussion of this
investment in "Liquidity and Capital Resources" section of this Management's
Discussion and Analysis.) Excluding sales of the China joint venture, the
Company's net sales increased 3.5 percent in the first quarter of 1997 compared
to 1996.
Sales of the North American home appliances segment, which includes major
appliances and floor care products, increased 2.7 percent in the first quarter
of 1997 from the same period in 1996. The Company's sales of major appliances
were up from the previous year primarily driven by an increase in sales of
laundry products and exports partially offset by a decrease in refrigeration
sales. The industry's trade association projects 1997 shipments of major
appliances to be approximately the same as the record level of shipments in
1996. The Company's sales of floor care products continued at record levels
despite a decrease in industry shipments in the first quarter of 1997 compared
to 1996. A primary contributor to the record sales of floor care products is
due to the continued success of the Hoover brand upright extractor which was
previously the only product of this unique design in the market. A major
competitor entered the upright extractor market in the latter part of 1996 and
at least one other competitor is expected to enter this market during 1997. The
Company believes the potential negative impact of this competition may be
mitigated by the expansion of the market for products of this type and by the
introduction of new models of Hoover brand extractors with new features during
the third quarter of 1997.
Vending equipment sales were up 14.9 percent from the first quarter of
1996. The increase in sales was driven by a significant increase in domestic
vender sales partially offset by decreases in export vender sales and glass
front merchandisers.
GROSS PROFIT: The Company's consolidated gross profit as a percent of sales
decreased to 26.4 percent of sales in the first quarter of 1997 from 27.7
percent of sales in the first quarter of 1996. The decrease in gross margin was
primarily due to the factors within the North American home appliances segment
described below.
Gross margins decreased in the North American home appliances segment
primarily due to production start-up costs associated with the Company's
redesigned line of top-mount refrigerators and an increase in distribution costs
related to the continuing transition to regional distribution centers. These
costs more than offset the additional gross profit from improved brand and
product sales mix and the manufacturing cost savings from the consolidation of
cooking products manufacturing activities and facilities realized from the 1996
restructuring of the Company's major appliance operations. (See further
discussion of this restructuring under the heading "Restructuring Charge" in
this Management's Discussion and Analysis.)
Vending equipment gross margins decreased slightly due to an increase in
manufacturing costs associated with the production of new models of venders.
The Company expects raw material prices in 1997 to be approximately the
same to down slightly from 1996 levels.
9
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses decreased to 16.8 percent of sales in 1997 from 17.2
percent of sales in 1996. The decrease is primarily due to cost savings
realized from the 1996 restructuring of the Company's major appliance
operations.
RESTRUCTURING CHARGE: During the first quarter of 1996 the Company recorded a
one-time restructuring charge of $40 million, or $24.4 million after-tax,
primarily related to the costs associated with the consolidation of activities
and facilities related to the manufacture of cooking products and consolidation
of activities of the two separate major appliance organizational units. (See
further discussion of the restructuring in "NOTE C--RESTRUCTURING CHARGE" of the
Notes to Condensed Consolidated Financial Statements.)
The Company incurred $10.5 million of additional restructuring costs during
1996, not included in the one-time restructuring charge which were charged to
operations as incurred of which an insignificant amount was incurred in the
first quarter of 1996.
OPERATING INCOME: Operating income for the first quarter of 1997 was 9.7
percent of sales compared to 5.0 percent of sales in the first quarter of 1996.
However, excluding the $40 million restructuring charge, operating income in the
first quarter of 1996 was 10.5 percent of sales. Operating income for the North
American home appliances segment for the first quarter of 1997 was 6.6 percent
lower than the same quarter of last year, excluding the $40 million
restructuring charge. Operating income as a percent of sales was 10.5 percent
in the first quarter compared to 11.5 percent in the first quarter of 1996,
excluding the restructuring charge. The decrease in operating income is due to
the decrease in gross profit discussed previously. Operating income from the
China joint venture was $3.5 million or 9.9 percent of sales. Vending equipment
operating income increased 10.8 percent in the first quarter of 1997 compared to
the same period in 1996, primarily due to the increase in net sales discussed
previously. Vending equipment operating income as a percent of sales was 11.7
percent in the first quarter of 1997 compared to 12.2 percent in the first
quarter of 1996.
INTEREST EXPENSE: Interest expense increased 34.9 percent from the first
quarter of 1996 due to an increase in short-term borrowings, interest expense
from the China joint venture and interest expense from the Company's interest
rate swap program. The interest expense from the interest rate swaps are
partially offset by mark to market unrealized gains which are reflected in
Other-net in the Condensed Statement of Consolidated Income.
INCOME TAXES: The effective tax rate for the first quarter of 1997 was 37.8
percent compared to 40 percent in the first quarter of 1996. The decrease is
primarily due to a lower effective tax rate for the China joint venture as a
result of its qualification for a tax holiday in China for the next several
years which provides for zero or a reduced amount of taxes and savings from
state and local tax initiatives.
10
NET INCOME: Net income for the first quarter of 1997 was $38.5 million, or $.39
per share, compared to net income of $16.1 million, or $.15 per share in the
first quarter of 1996. Excluding the $24.4 million after-tax restructuring
charge, income for the first quarter of 1996 would have been $40.5 million, or
$.38 per share. Earnings per share in the first quarter of 1997 were favorably
impacted by $.03 per share from the Company's share repurchase program. (See
discussion of the share repurchase program in "Liquidity and Capital Resources"
section of this Management's Discussion and Analysis.)
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash provided by operating
activities and borrowings. Detailed information on the Company's cash flows is
presented in the Condensed Statements of Consolidated Cash Flows.
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Cash flow generated from
operating activities consists of net income adjusted for certain non-cash items,
changes in working capital, and changes in pension assets and liabilities and
postretirement benefits. Non-cash items include depreciation and amortization,
the restructuring charge and deferred income taxes. Working capital consists
primarily of accounts receivable, inventories, other current assets and other
current liabilities.
Net cash provided by operating activities in the first quarter of 1997
increased from the first quarter of 1996 primarily due to a $40 million pension
contribution made in the prior year.
A portion of the Company's accounts receivable are concentrated among
major national retailers. The Company believes the loss of future business with
any of these customers and the impact on the Company's ongoing operations would
be mitigated by increased sales from other customers. A significant payment
default by any one of these major customers could have a material impact on the
Company's cash from operations and results of operations in the period the
default occurs.
TOTAL INVESTING ACTIVITIES: The Company continually invests in its businesses
for new product designs, cost reduction programs, replacement of equipment,
capacity expansion and government mandated product requirements.
Capital expenditures in the first quarter of 1997 were $42.1 million
compared to $40.4 million in the same period in 1996. The higher capital
spending is due to several major capital projects that the Company continues to
implement. These projects include a new high efficiency clothes washer for both
commercial and household use, a complete redesign of the Company's refrigerator
product lines, a newly designed line of upright floor care products and a
refrigeration products facility by the China joint venture. Planned capital
expenditures for 1997 including those for the China joint venture are
approximately $245 million and primarily relate to the continuation of the
projects described above. As a result of these major projects, approximately
$8 million of capitalized interest expense is included in 1997 planned capital
spending.
TOTAL FINANCING ACTIVITIES: Dividend payments for the first quarter of 1997
amounted to $15.7 million, or $.16 per share, compared to $14.7 million, or $.14
per share in the first quarter of 1996.
In the fourth quarter of 1996, the Company announced plans for an extension
of the share repurchase program to buy an additional 5 million shares over a
non-specified period of time. In the first quarter of 1997, the Company
repurchased 0.5 million shares at a cost of $10.5 million.
In connection with the share repurchase program, the Company sold put
11
options which gave the purchaser the right to sell shares of Maytag Common stock
to the Company at specified prices upon exercise of the options. The Company's
objective in selling put options is to reduce the average price of repurchased
shares.
In the third quarter of 1996, the Company invested approximately $35
million and committed additional investments of approximately $35 million for a
50.5 percent ownership in a joint venture with a manufacturer of appliances in
China. The Company's joint venture partner also committed additional
investments of approximately $35 million of which $8.6 million was contributed
in the first quarter of 1997.
Any funding requirements for future investing and financing activities in
excess of cash on hand and generated from future operations will be supplemented
by borrowings. The Company's commercial paper program is supported by a credit
agreement with a consortium of banks which provides revolving credit facilities
totaling $400 million. This agreement expires June 29, 2001 and includes
covenants for interest coverage and leverage which the Company was in compliance
with at March 31, 1997.
12
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
March 31, 1997
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended March 31,
1997.
13
MAYTAG CORPORATION
Signatures
March 31, 1997
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.
MAYTAG CORPORATION
Date: May 13, 1997 s/s Gerald J. Pribanic
____________________________
Gerald J. Pribanic
Executive Vice President and
Chief Financial Officer
s/s Steven H. Wood
____________________________
Steven H. Wood
Vice President, Financial
Reporting and Audit and
Chief Accounting Officer
14