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 September 30, 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 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 September 30, 1999:
Common Stock, $1.25 par value - 84,426,577
Page 1 of 19
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended September 30, 1999
I N D E X
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income................ 3
Condensed Consolidated Balance Sheets...................... 4
Condensed Consolidated Statements of Cash Flows............ 6
Notes to Condensed Consolidated Financial Statements....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk................................................. 17
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................... 18
Signatures................................................ 19
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Condensed Consolidated Statements of Income
Three Months Ended Nine Months Ended
September 30 September 30
In thousands except per
share data 1999 1998 1999 1998
Net sales $1,069,132 $1,035,202 $3,260,707 $3,097,287
Cost of sales 771,761 736,385 2,313,241 2,207,451
Gross profit 297,371 298,817 947,466 889,836
Selling, general and
administrative expenses 157,192 159,526 497,048 489,314
Operating income 140,179 139,291 450,418 400,522
Interest expense (13,986) (16,089) (44,678) (47,288)
Other - net 7,691 3,549 8,960 5,282
Income before income
taxes and minority
interest 133,884 126,751 414,700 358,516
Income taxes 48,835 47,630 153,439 133,320
Income before minority
interest and
extraordinary item 85,049 79,121 261,261 225,196
Minority interest (3,275) (1,681) (4,269) (7,502)
Income before
extraordinary item 81,774 77,440 256,992 217,694
Extraordinary item - loss
on early retirement of debt (3,500) (3,500)
Net income $ 81,774 $ 73,940 $ 256,992 $ 214,194
Basic earnings per common
share:
Income before
extraordinary item $ 0.95 $ 0.85 $ 2.93 $ 2.35
Extraordinary item -
loss on early
retirement of debt (0.04) (0.04)
Net income $ 0.95 $ 0.82 $ 2.93 $ 2.31
Diluted earnings per common
share:
Income before
extraordinary item $ 0.92 $ 0.84 $ 2.84 $ 2.30
Extraordinary item -
loss on early
retirement of debt (0.04) (0.04)
Net income $ 0.92 $ 0.80 $ 2.84 $ 2.26
Dividends per common share:
Net income $ 0.18 $ 0.18 $ 0.54 $ 0.50
See notes to condensed consolidated financial statements.
3
MAYTAG CORPORATION
Condensed Consolidated Balance Sheets
September 30 December 31
In thousands except share data 1999 1998
Assets
Current assets
Cash and cash equivalents $ 27,137 $ 28,642
Accounts receivable 578,424 472,979
Inventories 415,095 383,753
Deferred income taxes 32,944 39,014
Other current assets 49,463 44,474
Total current assets 1,103,063 968,862
Noncurrent assets
Deferred income taxes 117,118 120,273
Prepaid pension cost 1,402 1,399
Intangible pension asset 62,811 62,811
Other intangibles 430,715 424,312
Other noncurrent assets 41,032 44,412
Total noncurrent assets 653,078 653,207
Property, plant and equipment
Property, plant and equipment 2,039,503 1,954,263
Less allowance for depreciation 1,072,348 988,669
Total property, plant and equipment 967,155 965,594
Total assets $ 2,723,296 $ 2,587,663
See notes to condensed consolidated financial statements.
4
MAYTAG CORPORATION
Condensed Consolidated Balance Sheets - Continued
September 30 December 31
In thousands except share data 1999 1998
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 303,027 $ 112,898
Accounts payable 263,367 279,086
Compensation to employees 73,779 81,836
Accrued liabilities 188,149 176,701
Current portion of long-term debt 110,427 140,176
Total current liabilities 938,749 790,697
Noncurrent liabilities
Deferred income taxes 12,567 21,191
Long-term debt, less current portion 415,459 446,505
Postretirement benefit liability 466,123 460,599
Accrued pension cost 56,164 69,660
Other noncurrent liabilities 102,571 117,392
Total noncurrent liabilities 1,052,884 1,115,347
Minority interest 270,874 174,055
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 499,350 467,192
Retained earnings 969,628 760,115
Cost of Common stock in treasury
(1999 - 32,724,999 shares;
1998 - 27,932,506 shares) (1,098,814) (805,802)
Employee stock plans (39,484) (45,331)
Accumulated other comprehensive income (16,329) (15,048)
Total shareowners' equity 460,789 507,564
Total liabilities and shareowners'
equity $ 2,723,296 $ 2,587,663
See notes to condensed consolidated financial statements.
5
MAYTAG CORPORATION
Condensed Consolidated Statements of Cash Flows
Nine Months Ended
September 30
In thousands 1999 1998
Operating activities
Net income $ 256,992 $ 214,194
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary item - early retirement of debt 3,500
Minority interest 4,269 7,502
Depreciation and amortization 109,840 112,375
Deferred income taxes 601 (7,361)
Changes in working capital items exclusive of
business acquisitions:
Accounts receivable (103,510) (107,755)
Inventories (28,842) (11,570)
Other current assets 14,461 15,649
Other current liabilities (3,779) 67,675
Pension assets and liabilities (13,499) 5,126
Postretirement benefit liability 5,524 4,775
Other - net (10,191) 29,245
Net cash provided by operating activities 231,866 333,355
Investing activities
Investment in securities (19,430)
Capital expenditures (103,902) (93,831)
Business acquisitions, net of cash acquired (3,551)
Total investing activities (126,883) (93,831)
Financing activities
Proceeds from issuance of notes payable 193,907 138,045
Repayment of notes payable (3,778) (1,615)
Proceeds from issuance of long-term debt 66,174
Repayment of long-term debt (126,970) (54,737)
Debt repurchase premiums (3,500)
Stock repurchases (314,077) (247,106)
Forward stock purchase amendment (21,298) (63,782)
Stock options exercised and other common stock
transactions 53,807 37,341
Dividends (54,923) (52,520)
Investment by joint venture partner 6,900
Proceeds from sale of Maytag Trust and Maytag units
100,000
Total financing activities (107,158) (240,974)
Effect of exchange rates on cash 670 (2,410)
Decrease in cash and cash equivalents (1,505) (3,860)
Cash and cash equivalents at beginning of period 28,642 27,991
Cash and cash equivalents at end of period $ 27,137 $ 24,131
See notes to condensed consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 1999
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
nine month period ended September 30, 1999 are not necessarily indicative of the
results that are expected for the year ending December 31, 1999. 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, 1998.
NOTE B--COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax, are as
follows (in thousands):
Three Months Ended September 30 1999 1998
Net income $ 81,774 $ 73,940
Unrealized losses on securities (2,117) (953)
Foreign currency translation (108) (1,781)
Comprehensive income $ 79,549 $ 71,206
Nine Months Ended September 30 1999 1998
Net income $ 256,992 $ 214,194
Unrealized losses on securities (2,329) (2,281)
Foreign currency translation 1,048 (3,236)
Comprehensive income $ 255,711 $ 208,677
The components of accumulated other comprehensive income, net of related tax,
are as follows:
September 30 December 31
In thousands 1999 1998
Unrealized losses on securities $ (7,191) $ (4,862)
Foreign currency translation (9,138) (10,186)
Accumulated other comprehensive income $ (16,329) $ (15,048)
NOTE C--INVENTORIES
Inventories consisted of the following:
September 30 December 31
In thousands 1999 1998
Raw materials $ 67,416 $ 69,039
Work in process 77,697 66,578
Finished products 337,661 317,331
Supplies 9,595 8,856
Total FIFO cost 492,369 461,804
Less excess of FIFO cost over LIFO 77,274 78,051
Inventories $ 415,095 $ 383,753
7
NOTE D--EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Ended Nine Months Ended
September 30 September 30
In thousands except
per share data 1999 1998 1999 1998
Income before
extraordinary item $ 81,774 $ 77,440 $ 256,992 $ 217,694
Extraordinary item -
loss on early
retirement of debt (3,500) (3,500)
Numerator for basic
and diluted earnings
per share -- net
income $ 81,774 $ 73,940 $ 256,992 $ 214,194
Denominator for basic
earnings per share --
weighted-average
shares 86,247 90,705 87,602 92,722
Effect of dilutive
securities:
Stock option
plans 1,743 1,600 1,839 1,655
Restricted stock
awards 170 206 157 185
Put options 740 149 262 62
Forward stock
purchase
contract 289 612 43
Dilutive potential
common shares 2,942 1,955 2,870 1,945
Denominator for
diluted earnings per
share -- adjusted
weighted-average
shares 89,189 92,660 90,472 94,667
Basic earnings per
share $ 0.95 $ 0.82 $ 2.93 $ 2.31
Diluted earnings per
share $ 0.92 $ 0.80 $ 2.84 $ 2.26
NOTE E--CONTINGENCIES
Maytag has contingent liabilities arising in the normal course of business,
including: guarantees, repurchase agreements, pending litigation, environmental
remediation and other claims, taxes and other claims which are not considered to
be significant in relation to Maytag's consolidated financial position.
NOTE F--SEGMENT REPORTING
Maytag has three reportable segments: home appliances, commercial appliances and
international appliances. Maytag's home appliances segment manufactures major
appliances (laundry products, dishwashers, refrigerators, cooking appliances)
and floor care products. These products are sold primarily to major national
8
retailers and independent retail dealers in North America and targeted
international markets.
Maytag's commercial appliances segment manufactures commercial cooking and
vending equipment. These products are sold primarily to distributors, soft
drink bottlers, restaurant chains and dealers in North America and targeted
international markets.
The international appliances segment consists of Maytag's 50.5 percent
owned joint venture in China, Rongshida-Maytag, which manufactures laundry
products and refrigerators. These products are sold primarily to department
stores and distributors in China.
Maytag's reportable segments are distinguished by the nature of products
manufactured and sold and types of customers. Maytag's home appliances segment
has been further defined based on distinct geographical locations.
Financial information for Maytag's reportable segments consisted of the
following:
Three Months Ended Nine Months Ended
September 30 September 30
In thousands 1999 1998 1999 1998
Net sales
Home appliances $ 923,726 $ 891,311 $ 2,766,836 $ 2,634,155
Commercial
appliances 120,589 127,293 397,834 365,289
International
appliances 24,817 16,598 96,037 97,843
Consolidated total $1,069,132 $1,035,202 $ 3,260,707 $ 3,097,287
Operating income (loss)
Home appliances $ 132,081 $ 133,107 $ 428,264 $ 377,916
Commercial
appliances 15,986 13,780 52,300 41,741
International
appliances 573 503 (2,150) 6,844
Total for
reportable segments 148,640 147,390 478,414 426,501
Corporate (8,461) (8,099) (27,996) (25,979)
Consolidated total $ 140,179 $ 139,291 $ 450,418 $ 400,522
The reconciliation of segment profit to consolidated income before
income taxes and minority interest consisted of the following:
Three Months Ended Nine Months Ended
September 30 September 30
In thousands 1999 1998 1999 1998
Total operating
income for
reportable segments $ 148,640 $ 147,390 $ 478,414 $ 426,501
Corporate (8,461) (8,099) (27,996) (25,979)
Interest expense (13,986) (16,089) (44,678) (47,288)
Other - net 7,691 3,549 8,960 5,282
Consolidated income
before income
taxes, minority
interest and
extraordinary item $ 133,884 $ 126,751 $ 414,700 $ 358,516
9
Asset information for Maytag's reportable segments consisted of the
following:
September 30 December 31
In thousands 1999 1998
Total assets
Home appliances $ 1,880,699 $ 1,736,396
Commercial appliances 288,621 266,750
International appliances 248,077 255,361
Total for reportable segments 2,417,397 2,258,507
Corporate 305,899 329,156
Consolidated total $ 2,723,296 $ 2,587,663
Item 2. Management s Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 1999 with 1998
Maytag Corporation ("Maytag") has three reportable segments: home appliances,
commercial appliances and international appliances. (See discussion and
financial information about Maytag s reportable segments in "SEGMENT REPORTING"
section of the Notes to Condensed Consolidated Financial Statements.)
Net Sales: Consolidated net sales were $1.07 billion in the third quarter of
1999, an increase of 3 percent compared to 1998. For the first nine months of
1999, consolidated net sales increased 5 percent to $3.3 billion compared to the
first nine months of 1998.
Net sales of home appliances, which includes major appliances and floor
care products, increased 4 percent in the third quarter of 1999 compared to
1998. The net sales increase in the third quarter of 1999 was due primarily to
increased sales of premium price products, including laundry products, cooking
products, vacuum cleaners and extractors, partially offset by a decrease in
sales of certain popular price products. For the first nine months of 1999, net
sales of home appliances increased 5 percent compared to the same period in
1998. The net sales increase in the first nine months of 1999 was due primarily
to increased sales of premium price products, including laundry products,
cooking products, refrigerators, vacuum cleaners and extractors, partially
offset by a decrease in sales of certain popular price products. Net sales also
benefited from favorable economic conditions that contributed to strong growth
in industry shipments of major appliances and floor care products in the first
nine months of 1999 compared to the same period in the prior year.
Net sales of commercial appliances, which includes commercial cooking and
vending equipment, were down 5 percent from the third quarter of 1998. For the
first nine months of 1999, net sales of commercial appliances increased 9
percent from the same period in 1998. The net sales decrease in the third
quarter was due primarily to slower vending equipment sales. The net sales
increase in the first nine months of 1999 was due primarily to an increase in
the sales volume of Dixie-Narco can and bottle venders and Blodgett cooking
products in the first half of 1999. The first nine months of 1999 net sales
included sales of Jade Products Company ("Jade"), a manufacturer of premium
commercial ranges and refrigeration units and commercial-style residential
ranges and outdoor grills acquired by Maytag January 1, 1999. Excluding Jade,
commercial appliances 1999 net sales decreased 10 percent and increased 5
percent from the third quarter and the first nine months of 1998, respectively.
Maytag expects demand for vending equipment for the remainder of 1999 to be
lower than the prior year.
Net sales of international appliances, which consists of Maytag s 50.5
percent-owned joint venture in China ("Rongshida-Maytag"), were up 50 percent in
the third quarter of 1999 compared to 1998. The increase was due to the sales
10
of a new line of refrigerators and the acquisition of another washer
manufacturer in China during the fourth quarter of 1998. For the first nine
months of 1999, net sales for international appliances were down 2 percent
compared to the prior year. The net sales decrease was attributable to lower
unit sales and lower selling prices of home laundry products, partially offset
by sales of the new line of refrigerators and the acquisition of another washer
manufacturer in China.
Gross Profit: Consolidated gross profit as a percent of sales decreased to 27.8
percent of sales in the third quarter of 1999 from 28.9 percent of sales in the
third quarter of 1998. The decrease in gross margin was due to higher warranty
costs and lower production to adjust inventory levels in response to sales
demand, which led to lower factory overhead absorption and operating
inefficiencies. The decrease in gross margin was partially offset by improved
sales mix and lower raw material costs. For the first nine months of 1999,
consolidated gross profit as a percent of sales increased to 29.1 percent
compared to 28.7 percent in 1998. The increase in gross margin was due
primarily to favorable brand and product sales mix and lower raw material costs
partially offset by higher warranty and research and development costs compared
to the prior year.
Maytag expects raw material prices in the United States to be approximately
the same to slightly lower than the prior year during the fourth quarter of
1999.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 14.7 percent of sales in the third quarter of 1999
compared to 15.4 percent of sales in the third quarter of 1998. For the first
nine months of 1999, consolidated selling, general and administrative expenses
were 15.2 percent of sales compared to 15.8 percent in 1998. The decrease in
selling, general and administrative expenses was due primarily to lower
advertising expenses as a percent of sales in the first nine months of 1999
compared to the first nine months of 1998. In addition, lower stock-based
compensation and bad debt expenses contributed to the decrease in selling,
general and administrative expenses in the first nine months of 1999 compared to
the prior year.
Operating Income: Consolidated operating income for the third quarter of 1999
increased 1 percent to $140 million, or 13.1 percent of sales, compared to $139
million, or 13.5 percent of sales, in the same period in 1998. Consolidated
operating income for the first nine months of 1999 increased 13 percent to $450
million, or 13.8 percent of sales, compared to $401 million, or 12.9 percent of
sales, in the same period in 1998.
Home appliances operating income decreased 1 percent in the third quarter
of 1999 compared to 1998. Operating margin for the third quarter of 1999 was
14.3 percent of sales compared to 14.9 percent of sales in 1998. The decrease
in operating margin was due primarily to the decrease in gross profit margin
partially offset by the decrease in selling, general and administrative expenses
as a percent of sales discussed above. Home appliances operating income
increased 13 percent in the first nine months of 1999 compared to the same
period in 1998. Operating margin for the first nine months of 1999 was 15.5
percent of sales compared to 14.3 percent of sales in 1998. The increase in
operating margin was due primarily to the increase in gross profit margins and
decrease in selling, general and administrative expenses as a percent of sales
discussed above.
Commercial appliances operating income increased 16 percent in the third
quarter of 1999 compared to 1998. Operating margin for the third quarter of
1999 was 13.3 percent of sales compared to 10.8 percent of sales in 1998.
Operating income increased 25 percent in the first nine months of 1999 compared
11
to 1998. Operating margin for the first nine months of 1999 was 13.1 percent of
sales compared to 11.4 percent of sales in 1998. The increase in operating
margin was due primarily to favorable product mix, operating efficiencies and
lower stock-based compensation. Due primarily to the expected decrease in
industry demand for vending equipment discussed above, Maytag expects commercial
appliances operating income for the fourth quarter of 1999 to be lower than the
prior year.
International appliances operating income increased 14 percent in the third
quarter of 1999 compared to 1998. Operating margin for the third quarter of 1999
was 2.3 percent of sales compared to 3 percent of sales in 1998. International
appliances reported an operating loss of $2 million in the first nine months of
1999 compared to operating income of $7 million in the first nine months of
1998. The decrease in operating income was due to the decrease in net sales
described above and an increase in provisions related to uncollectible accounts
receivable and losses on inventories. The economic environment in China and the
Asian region continues to adversely impact the operations of Rongshida-Maytag.
As a result of the lower than expected net sales in the first nine months of
1999, the inventory levels of Rongshida-Maytag are higher than planned levels,
and Rongshida-Maytag has taken action to reduce production until economic
conditions improve.
Interest Expense: Interest expense decreased in the third quarter and first
nine months of 1999 by 13 percent and 6 percent, respectively, from the same
periods in 1998 as higher average borrowings were more than offset by lower
interest rates.
Income Taxes: The effective tax rate in the third quarter was 36.5 percent,
which was slightly lower that the 37.6 percent in the third quarter of 1998
primarily due to tax savings related to export sales and research and
development expenses. The effective tax rate in the first nine months of 1999
was 37 percent, compared to 37.2 percent in the same period in 1998.
Minority Interest: In the third quarter of 1999, minority interest consisted of
the income attributable to the noncontrolling interest of Anvil Technologies LLC
of $1.9 million, the loss attributable to the noncontrolling interest of
Rongshida-Maytag of $0.2 million and the income attributable to the
noncontrolling interest of Maytag Capital Trust ("Maytag Trust") of $1.6
million. In the third quarter of 1998, minority interest consisted of the
income attributable to the noncontrolling interest of Anvil Technologies LLC of
$1.8 million and the loss attributable to the noncontrolling interest of
Rongshida-Maytag of $0.1 million. (See discussion of Maytag Trust in the
"Liquidity and Capital Resources" section of this Management s Discussion and
Analysis.)
In the first nine months of 1999, minority interest consisted of the income
attributable to the noncontrolling interest of Anvil Technologies LLC of $5.6
million, the loss attributable to the noncontrolling interest of Rongshida-
Maytag of $2.9 million and the income attributable to the noncontrolling
interest of Maytag Trust of $1.6 million. In the first nine months of 1998,
minority interest consisted of the income attributable to the noncontrolling
interest of Anvil Technologies LLC of $5.6 million and Rongshida-Maytag of $1.9
million.
Extraordinary Item: During the third quarter of 1998, the Company retired $50.5
million of long-term debt at a cost of $3.5 million after-tax, or
$0.04 per share.
Net Income: Net income for the third quarter of 1999 was $82 million compared
12
to net income of $74 million in 1998. For the first nine months of 1999, net
income was $257 million compared to $214 million in 1998. Net income in the
third quarter and first nine months of 1998 included a $3.5 million after-tax
charge for the early retirement of debt. Excluding the special charge, net
income was $77 million and $218 million for the third quarter and the first nine
months of 1998, respectively.
Diluted earnings per share amounted to $0.92 per share in the third quarter
of 1999 compared to $0.80 per share in 1998. Excluding the special charge
described above, diluted earnings per share in the third quarter of 1998 was
$0.84. Diluted earnings per share amounted to $2.84 per share in the first nine
months of 1999 compared to $2.26 per share in 1998. Excluding the special
charge described above, diluted earnings per share in the first nine months of
1998 was $2.30. The increase in diluted earnings per share in the third quarter
and first nine months of 1999 was due to the increase in net income and the
effect of the Company's share repurchase program. Maytag expects dilutive
potential common shares included in the computation of diluted weighted-average
shares outstanding to be significantly higher for the fourth quarter of 1999
compared to the third quarter of 1999 due to the potential dilution from the
Company's put options outstanding as a result of the significant decrease in the
market price of Maytag stock. (See discussion of the share repurchase program
in "Liquidity and Capital Resources" section of this Management's Discussion and
Analysis and information about dilutive potential common shares in "EARNINGS PER
SHARE" section of the Notes to Condensed Consolidated Financial Statements.)
Liquidity and Capital Resources
Maytag s primary sources of liquidity are cash provided by operating activities
and borrowings. Detailed information on Maytag s cash flows is presented in the
Condensed Consolidated Statements of Cash Flows.
Net Cash Provided by Operating Activities: Cash flow provided by operating
activities consists primarily of net income adjusted for certain non-cash items,
changes in working capital items, and changes in pension assets and liabilities
and postretirement benefits. Non-cash items include depreciation and
amortization and deferred income taxes. Working capital items consists
primarily of accounts receivable, inventories, other current assets and other
current liabilities.
Net cash provided by operating activities decreased due primarily to an
increase in cash used for working capital in the first nine months of 1999
compared to 1998 and a change in cash provided by other current liabilities of
$68 million in the first nine months of 1998 to cash used by other current
liabilities of $4 million in the first nine months of 1999, partially offset by
the increase in net income.
A portion of Maytag s accounts receivable is concentrated among major
national retailers. A significant loss of business with any of these retailers
could have an adverse impact on Maytag s ongoing operations.
Total Investing Activities: Maytag 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 nine months of 1999 were $104 million
compared to $94 million in the first nine months of 1998. Maytag plans to
invest approximately $170 million in capital expenditures in 1999.
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade for approximately $19 million. In connection with the purchase, Maytag
retired debt and incurred transaction costs of $3.6 million and issued
approximately 290 thousand shares of Maytag common stock at a value of $15.6
million. The acquisition has been accounted for as a purchase, and the results
13
of its operations have been included in the consolidated financial statements
since the date of acquisition.
Total Financing Activities: Dividend payments on Maytag s common stock in the
first nine months of 1999 were $48 million, or $0.54 per share, compared to $47
million, or $0.50 per share in 1998.
In June 1999, Maytag, together with Maytag Trust, a newly established
business trust, issued units which are comprised of (a) a preferred security of
the Maytag Trust which provides for a 6.3 percent per annum distribution and (b)
a purchase contract requiring the unitholder to purchase shares of Maytag common
stock from Maytag on June 30, 2002. An outside investor purchased the units for
a noncontrolling interest in the Maytag Trust for $100 million. The Maytag
Trust used the proceeds from the sale of the units, in addition to a $3 million
capital contribution from Maytag, to purchase $103 million of 6.3 percent Maytag
debentures due June 30, 2004. The terms of the debentures parallel the terms of
the preferred securities issued by the Maytag Trust. The applicable
distribution rate on the preferred securities of the Maytag Trust that remain
outstanding after June 28, 2002 will be reset to reflect changes in the market
for such securities. Under the purchase contract, Maytag will pay the holder
contract adjustment payments at a rate of 3.359 percent of the stated amount of
units per annum. A maximum of 1.467 million shares could be issued with the
aggregate purchase price to be $100 million if all such shares are purchased.
The purchase contract allows Maytag to determine the method of settlement. The
Company s objective in this transaction is to raise low-cost, equity funds. For
financial reporting purposes, the results of the Maytag Trust (other than those
which are eliminated in consolidation) are included in Maytag s consolidated
financial statements. The outside investor s noncontrolling interest in the
Maytag Trust of $100 million is reflected in Minority Interest in the Condensed
Consolidated Balance Sheets. The income attributable to such noncontrolling
interest is reflected in Minority Interest in the Condensed Consolidated
Statements of Income.
During the first nine months of 1999, Maytag repurchased 5.5 million shares
associated with the share repurchase program at a cost of $314 million. As of
September 30, 1999, of the 13.2 million shares which may be repurchased under
the existing board authorizations, Maytag is committed to purchase 5.5 million
shares under put options contracts, if such options are exercised. (See
discussion of these put option contracts below.) Maytag plans to continue the
repurchase of shares over a non-specified period of time.
In connection with the share repurchase program, Maytag sells put options
which give the purchaser the right to sell shares of Maytag s common stock to
Maytag at specified prices upon exercise of the options. The put option
contracts allow Maytag to determine the method of settlement. Maytag s
objective in selling put options is to reduce the average price of repurchased
shares. In the first nine months of 1999, Maytag received $40.6 million in
premium proceeds from the sale of put options. As of September 30, 1999, there
were 5.5 million put options outstanding with maturities ranging from the fourth
quarter of 1999 to the second quarter of 2002 and strike prices ranging from
$65.17 to $73.44; the weighted-average strike price was $68.43.
During the third quarter of 1999, Maytag amended the forward stock purchase
agreement associated with the repurchase of four million shares entered into by
Maytag during 1997 at a net cost of $21 million. As a result of this amendment,
the ultimate settlement cost at the settlement date of August, 2002 is not
expected to exceed $20 million. Maytag previously amended the forward stock
purchase agreement during the first quarter of 1998 at a net cost of $64
million. The forward stock purchase contract allows Maytag to determine the
method of settlement. Maytag s objective in this transaction is to reduce the
average price of repurchased shares.
Any funding requirements for future investing and financing activities in
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excess of cash on hand and generated from operations will be supplemented by
borrowings. Maytag 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 Maytag was in compliance with
at September 30, 1999. In April, 1999, a shelf registration statement filed
with the Securities and Exchange Commission became effective, providing Maytag
the ability to issue an aggregate of $400 million of debt securities. Maytag
expects to issue these securities over a non-specified period of time and
expects to use the net proceeds from the sale of the securities for general
corporate purposes, including share repurchase programs, capital expenditures,
working capital, repayment or reduction of long-term and short-term debt and the
financing of acquisitions.
Market Risks
Maytag is exposed to foreign currency exchange risk inherent in its anticipated
sales and assets and liabilities denominated in foreign currencies. To mitigate
the short-term effects of changes in exchange rates on Maytag s foreign currency
denominated export sales, Maytag enters into foreign currency forward and option
contracts. Maytag s policy is to hedge a portion of its anticipated foreign
currency denominated export sales transactions, which are denominated primarily
in Canadian dollars, for periods not exceeding twelve months.
Maytag also is exposed to interest rate risk in Maytag s debt and the
commodity price risk inherent in Maytag s purchase of certain commodities used
in the manufacture of its products.
There have been no material changes in the reported market risks of Maytag
since December 31, 1998. See further discussion of these market risks and
related financial instruments in the Maytag Corporation annual report on Form
10-K for the year ended December 31, 1998.
Year 2000
The much publicized "Year 2000 problem", affecting most companies, arises
because until recently many computer programs use only the last two digits to
refer to a year. Therefore, these computer programs do not properly recognize a
year that begins with "20" instead of "19". If not corrected, these computer
applications could fail or create erroneous results. Maytag uses computer
information systems and manufacturing equipment which may be affected. It also
relies on suppliers and customers who are also dependent on systems and
equipment which use date dependent software.
In 1996, Maytag began its project for the conversion or replacement of
North American computer information systems which did not properly address the
Year 2000. This project involved both plans for creating replacement systems
for those computer information systems which were developed internally as well
as obtaining versions of software purchased from third parties which are Year
2000 ready. Maytag essentially has converted or replaced all of its critical
and non-critical computer information systems for its North American business
operations.
In mid-1997, Maytag began to review the manufacturing equipment used in
Maytag s North American operations as well as the systems related to the
infrastructure of the North American manufacturing and office facilities. These
year 2000 readiness efforts are now essentially completed.
In 1997, Maytag also began to assess the Year 2000 problem remediation
efforts of third parties in North America who have material relationships with
Maytag including, but not limited to: providers of services such as utilities,
suppliers of raw materials and customers where there is a significant business
15
relationship. However, there is no assurance that Maytag will not be adversely
affected by the Year 2000 problems of other organizations.
Rongshida-Maytag, Maytag s joint venture in China, has essentially
completed Year 2000 corrections to the computer information systems and
equipment used in the manufacture of its products. There are major
uncertainties as to the Year 2000 readiness of enterprises in China including
third party suppliers of such basic services as utilities. Accordingly, Maytag
is unable to assess the likelihood of such an occurrence or the potential impact
to this joint venture.
The costs associated with Maytag s Year 2000 remediation are being expensed
as incurred, were not material to the performance of Maytag for previous periods
and are not expected to be material relative to the future performance of
Maytag. Maytag estimates it has spent approximately $17.5 million to date on
the Year 2000 issue and expects to spend not more than $18 million in total on
the Year 2000 issue. Maytag utilizes software which was acquired from third
parties. Maytag has maintenance agreements with certain of its software vendors
which, in return for annual contractual payments, enable it to obtain new
software releases, including versions which are Year 2000 ready.
If Maytag is unsuccessful, or if the remediation efforts of its key
suppliers or customers are unsuccessful with regard to Year 2000 remediation,
there may be a material adverse impact on Maytag s financial position and
results of operations. If Maytag s Year 2000 remediation effort is not
successful, the most likely worst case scenario is that Maytag will be unable to
manufacture and distribute its products for an indefinite period of time.
Maytag is unable to estimate the financial impact of Year 2000 issues because it
cannot predict the magnitude or time length of potential Year 2000 business
interruptions.
Maytag has developed a contingency plan which includes as a precautionary
measure an increased level of inventory to minimize the potential disruption in
Maytag s ability to manufacture and distribute products. Other contingency
plans have been developed and tested to protect critical business processes that
could be impacted by disruptions outside of Maytag s control.
While Maytag expects its Year 2000 issues to be remedied successfully, it
cannot guarantee that Year 2000 problems, including those of third parties, will
not have an adverse effect on Maytag s consolidated financial position or
results of operations.
Contingencies
Maytag has contingent liabilities arising in the normal course of business or
from operations which have been discontinued or divested. (See discussion of
these contingent liabilities in "CONTINGENCIES" section of the Notes to
Condensed Consolidated Financial Statements.)
Forward-Looking Statements
This Management s Discussion and Analysis contains statements which are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: "expects," "intends," "may
impact," "plans" or "should." These forward-looking statements involve a number
of risks and uncertainties that may cause actual results to differ materially
from expected results. These risks and uncertainties include, but are not
limited to, the following: business conditions and growth of industries in which
Maytag competes, including changes in economic conditions in the geographic
areas where Maytag s operations exist or products are sold; timing, start-up and
customer acceptance of newly designed products; shortages of manufacturing
capacity; competitive factors, such as price competition and new product
16
introductions; significant loss of business from a major national retailer; the
ability of Maytag and customers and suppliers to become Year 2000 ready in a
timely manner; the cost and availability of raw materials and purchased
components; progress on capital projects; the impact of business acquisitions or
dispositions; the costs of complying with governmental regulations; level of
share repurchases; litigation and other risk factors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See discussion of quantitative and qualitative disclosures about market risk in
"Market Risks" section of Management s Discussion and Analysis.
17
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
September 30, 1999
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 (a) Financial Data Schedule - Nine Months Ended September 30, 1999
(b) Reports on Form 8-K
Maytag filed a Form 8-K dated September 10, 1999 under Item 5, Other
Events, stating it had issued a press release announcing its third quarter
1999 results were not expected to meet consensus.
Maytag filed a Form 8-K dated September 23, 1999 under Item 5, Other
Events, stating Maytag Corporation's CEO Lloyd D. Ward reinforced the
corporation's innovation strategy during a conference presentation to
members of the investment community.
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MAYTAG CORPORATION
Signatures
September 30, 1999
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: November 10, 1999 _________________________________
Gerald J. Pribanic
Executive Vice President and
Chief Financial Officer
_________________________________
Steven H. Wood
Vice President, Financial
Reporting and Audit and Chief
Accounting Officer
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