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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 period ended March 30, 1997
----------------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
---------------------- ----------------------
Commission File Number: 0-19912
------------------------------------------------------
Signature Brands USA, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3635286
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24700 Miles Road, Bedford Heights, Ohio 44146-1399
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(216) 464-4000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Health o meter Products, Inc.
- --------------------------------------------------------------------------------
(Former Name)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 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
----- -----
As of April 30, 1997, the issuer had 9,080,534 shares of common stock
outstanding.
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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 period ended March 30, 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: 33-80000
------------------------------------------------------
Signature Brands, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 36-3330781
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24700 Miles Road, Bedford Heights, Ohio 44146-1399
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(216) 464-4000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Health o meter, Inc.
- --------------------------------------------------------------------------------
(Former Name)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 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 Registrant is a wholly-owned subsidiary of Signature
Brands USA, Inc. Accordingly, none of its equity securities are owned by
non-affiliates.
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
March 30 September 29
1997 1996
------------ -----------
(Unaudited)
ASSETS
Current assets
Cash $ 2,017 736
Trade accounts receivable, net 46,814 57,960
Inventories 40,479 43,626
Deferred income taxes 5,206 5,206
Other current assets 795 1,479
-------- --------
Total current assets 95,311 109,007
Property, plant and equipment, net 16,308 18,522
Other assets
Excess of cost over fair value
of net assets acquired, net 137,862 139,830
Deferred financing costs, net 4,151 4,579
Other 1,620 1,552
-------- --------
Total other assets 143,633 145,961
-------- --------
Total assets $255,252 273,490
======== ========
(Continued)
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
March 30 September 29
1997 1996
------------- ------------
(Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 6,250 6,000
Accounts payable 16,306 22,851
Accrued liabilities 18,065 19,542
--------- ---------
Total current liabilities 40,621 48,393
Long-term debt
Revolving Credit Facility 34,600 41,600
Term Note 56,507 60,250
Senior Subordinated Notes 68,793 68,681
--------- ---------
Total long-term debt 159,900 170,531
Product liability 3,432 3,516
Other 2,068 2,043
--------- ---------
Total liabilities 206,021 224,483
Stockholders' equity
Common stock, par value $.01 per share;
authorized 20,000 shares; issued
and outstanding 9,080 shares 91 91
Paid-in capital 51,772 51,772
Warrants 1,773 1,773
Accumulated deficit (4,405) (4,629)
--------- ---------
Total stockholders' equity 49,231 49,007
--------- ---------
Total liabilities and stockholders' equity $ 255,252 273,490
========= =========
See accompanying notes to consolidated financial statements.
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Thirteen weeks ended Twenty-six weeks ended
-------------------------- ----------------------------
March 30 March 31 March 30 March 31
1997 1996 1997 1996
---------- ---------- ----------- ----------
Net sales $ 61,925 56,275 149,061 153,682
Operating costs and expenses
Cost of goods sold 42,312 38,538 103,389 105,401
Selling, general and
administrative expenses 14,790 12,086 33,845 30,888
Amortization of intangible assets 984 1,000 1,968 2,000
-------- -------- -------- --------
Total operating costs and expenses 58,086 51,624 139,202 138,289
-------- -------- -------- --------
Operating income 3,839 4,651 9,859 15,393
Interest expense 4,575 4,717 9,557 9,814
Other income (59) (96) (248) (166)
-------- -------- -------- --------
Income (loss) before income taxes (677) 30 550 5,745
Income tax (benefit) expense (410) 20 326 3,758
-------- -------- -------- --------
Net income (loss) $ (267) 10 224 1,987
======== ======== ======== ========
Net income (loss) per share $ (0.03) - 0.02 0.22
======== ======== ======== ========
Weighted average shares outstanding 9,080 9,071 9,080 9,071
See accompanying notes to consolidated financial statements.
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
Twenty-six weeks ended
----------------------------
March 30 March 31
1997 1996
------------ ----------
Cash flows from operating activities
Net income $ 224 1,987
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization
of plant and equipment 3,460 2,945
Loss on asset write-offs and disposals - 103
Amortization of intangible assets 1,968 2,000
Amortization of deferred financing costs 428 429
Accretion of debt discount 112 112
Changes in
Accounts receivable 11,146 6,684
Inventories 3,147 5,538
Other assets 616 1,135
Accounts payable (6,545) (14,266)
Accrued liabilities (1,477) 3,082
Noncurrent liabilities (59) (126)
-------- --------
Net cash provided by operating activities 13,020 9,623
-------- --------
Cash flows from investing activities
Capital expenditures (1,246) (1,449)
-------- --------
Net cash used in investing activities (1,246) (1,449)
-------- --------
Cash flows from financing activities
Proceeds from revolving credit facility 36,100 44,500
Repayments of revolving credit facility (43,100) (49,900)
Repayment of long-term debt (3,493) (2,500)
-------- --------
Net cash used in financing activities (10,493) (7,900)
-------- --------
Increase in cash 1,281 274
Cash at beginning of the period 736 835
-------- --------
Cash at end of the period $ 2,017 1,109
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 8,953 9,360
Income taxes 1,450 1,177
See accompanying notes to consolidated financial statements.
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(1) Basis of Presentation
---------------------
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany
accounts and transactions are eliminated in consolidation.
In the opinion of management, the information furnished herein includes
all adjustments of a normal recurring nature that are necessary for a
fair presentation of results for the interim periods shown in
accordance with generally accepted accounting principles. The unaudited
interim consolidated financial statements have been prepared using the
same accounting principles that were used in preparation of the
Company's annual report on Form 10-K for the year ended September 29,
1996, and should be read in conjunction with the consolidated financial
statements and notes thereto. Because of the seasonal nature of the
small appliance and consumer scale industries, the results of
operations for the interim period are not necessarily indicative of
results for the full fiscal year.
(2) Inventories
-----------
The components of inventories are as follows:
March 30 September 29
1997 1996
---------- -------------
Inventories at FIFO cost
Raw materials and purchased parts $13,629 13,446
Finished goods 26,261 29,591
------- -------
39,890 43,037
Excess of LIFO cost over FIFO 589 589
------- -------
Inventories $40,479 43,626
======= =======
Work-in-process inventories are not significant and are included with
raw materials. Inventories accounted for under the last-in, first-out
(LIFO) method represent 59 percent and 62 percent of inventories at
March 30, 1997 and September 29, 1996, respectively.
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(3) Condensed Consolidated Financial Information
--------------------------------------------
Condensed consolidated financial information for Signature Brands,
Inc. at March 30, 1997 and September 29, 1996, and for the
thirteen-week and twenty-six-week periods ended March 30, 1997 and
March 31, 1996 is as follows
March 30 September 29
1997 1996
----------- -----------
Current assets $ 95,311 109,007
Noncurrent assets 159,941 164,483
--------- ---------
Total assets $ 255,252 273,490
========= =========
Current liabilities $ 40,621 48,393
Noncurrent liabilities 165,400 176,090
Intercompany payables 47,658 47,658
--------- ---------
Total liabilities 253,679 272,141
Stockholder's equity
Common stock - $.01 par value;
1,000 shares authorized and outstanding 10 10
Paid-in capital 2,811 2,811
Accumulated deficit (1,248) (1,472)
--------- ---------
Total stockholder's equity 1,573 1,349
--------- ---------
Total liabilities and stockholder's equity $ 255,252 273,490
========= =========
Thirteen-week period ended Twenty-six-week period ended
---------------------------- ----------------------------
March 30 March 31 March 30 March 31
1997 1996 1997 1996
------------ ------------- ------------ -------------
Net sales $ 61,925 56,275 $149,061 153,682
Gross profit $ 19,613 17,737 $ 45,672 48,281
Net income (loss) $ (267) 10 $ 224 1,987
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SIGNATURE BRANDS USA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(4) Subsequent Event
----------------
On March 6, 1997, the stockholders of the Company approved an amendment
to the Company's Certificate of Incorporation to change the name of the
Company to "Signature Brands USA, Inc." In view of the Company's name
change, on April 30, 1997, Health o meter, Inc. the Company's operating
subsidiary, was merged with and into a wholly-owned subsidiary of the
Company, Signature Brands, Inc., an Ohio corporation, formed by the
Company solely for the purpose of changing the name of Health o meter,
Inc. to "Signature Brands, Inc."
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPANY OVERVIEW
- ----------------
Signature Brands USA, Inc. (the "Company") is a holding
company which, through its wholly owned subsidiary, Signature Brands, Inc.
("Signature Brands"), designs, manufactures, markets, and distributes a
comprehensive line of consumer and professional products. The Company's consumer
products, marketed under the Mr. Coffee(R) and Health o meter(R) brand names
include automatic drip coffeemakers, teamakers, filters, water filtration
products, accessories, and other kitchen counter top appliances as well as bath,
kitchen, and diet scales and therapeutic devices. Professional products include
the Pelouze(R) and Health o meter(R) brands of office, food service and medical
scales.
RESULTS OF OPERATIONS
- ---------------------
THIRTEEN-WEEKS ENDED MARCH 30, 1997 AND MARCH 31, 1996
Overview. Net sales in the second quarter of fiscal 1997
increased approximately 10.0 percent to $61.9 million, compared with $56.3
million for the same period in fiscal 1996. The Company's gross profit in the
second quarter of fiscal 1997 was $19.6 million, or approximately 31.7 percent
of net sales, compared with $17.7 million, or approximately 31.5 percent of net
sales in the same period in fiscal 1996.
Net Sales and Gross Profit
Consumer Products Division. In the second quarter of 1997, the
Consumer Products Division's net sales were $51.9 million compared with $47.6
million in 1996, an increase of 9.0 percent. The increase in net sales was
primarily attributable to increased sales of coffeemakers, consumer scales and
water filtration products somewhat offset by reduced sales of teamakers and
espresso/cappuccino makers. The Consumer Products Division's gross profit in the
second quarter of 1997 increased 8.7 percent to $15.5 million from $14.3 million
in 1996. The gross profit margin was 29.9 percent of net sales in 1997, compared
with 30.0 percent in 1996. The Consumer Products Division experienced improved
margins for filters, therapeutic devices and water filtration products while
margins declined for teamakers and certain other kitchen countertop appliances.
Historically, gross margins on individual product lines have been greatest near
the point of introduction, gradually decreasing as the product matures and
becomes subject to pricing pressure. There continues to be intense pressure on
retail prices and there can be no assurance as to the Company's ability to
achieve price increases or maintain current price levels in the future. For
these reasons, the Company continues its efforts to introduce new products and
to reduce the cost of existing products as a means of protecting margins.
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Professional Products Division. In the second quarter of 1997,
the Professional Products Division's net sales increased 15.5 percent to $10.0
million compared with $8.7 million in 1996. The Company experienced increased
sales in the second quarter of 1997 in its commercial, office and medical
distribution channels when compared with the same period in 1996. The
Professional Products Division's gross profit was $3.7 million, or 36.4 percent
of net sales, in the second quarter of 1997, compared with $3.5 million, or 39.9
percent of net sales, in 1996. The margin reduction resulted from lower margins
in the office and international distribution channels somewhat offset by
improved margins in the medical channel.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses ("SG&A") for the second quarter of fiscal 1997
totalled $14.8 million, or approximately 23.9 percent of net sales, compared
with $12.1 million, or approximately 21.4 percent of net sales, for the first
quarter of fiscal 1996. The increase in SG&A as a percentage of net sales is
mainly attributable to a $1.2 million increase in national advertising
expenditures primarily to support the marketing of teamakers and water
filtration products.
Amortization of Intangible Assets. The amortization of
intangible assets relates primarily to intangible assets associated with the
acquisition by the Company of Mr. Coffee, inc. on August 17, 1994 ("the
Acquisition").
Interest Expense. Net interest expense for the second quarter
of fiscal 1997 was approximately $4.6 million, compared with $4.7 million for
the same period in the prior year.
Income Taxes. The effective tax rate was a benefit of 60.6
percent for the second quarter of fiscal 1997, compared with an effective tax
rate of 69.0 percent in 1996. Expenses not deductible for tax purposes,
primarily the amortization of intangible assets associated with the Acquisition,
resulted in an effective tax rate significantly higher than the statutory tax
rate in both periods.
Net Income. Based on the foregoing, the Company experienced a
net loss of $0.3 million in the second quarter of fiscal 1997 compared with
minimal net income in fiscal 1996.
TWENTY-SIX WEEKS ENDED MARCH 30, 1997 AND MARCH 31, 1996
Overview. Net sales in the first six months of fiscal 1997
decreased approximately 3.0 percent to $149.1 million, compared with $153.7
million for the same period in fiscal 1996. The Company's gross profit in the
first six months of fiscal 1997 was $45.7 million, or approximately 30.6 percent
of net sales, compared with $48.3 million, or approximately 31.4 percent of net
sales in the same period in fiscal 1996.
Net Sales and Gross Profit
Consumer Products Division. In the first six months of 1997,
the Consumer Products Division's net sales were $129.0 million compared with
$135.9 million in 1996, a decrease of 5.0 percent. The decrease in net sales was
primarily attributable to reduced sales of teamakers and espresso/cappuccino
makers somewhat offset by increased sales of coffeemakers,
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water filtration products and therapeutic devices. The Consumer Products
Division's gross profit in the first six months of 1997 declined 7.7 percent to
$38.5 million from $41.7 million in 1996. The gross profit margin was 29.8
percent of net sales in 1997, compared with 30.7 percent in 1996. Reduced
margins for teamakers and accessories, somewhat offset by improved margins for
water filtration products, espresso/cappuccino makers and therapeutic devices
caused the decline in gross margin as a percent of net sales.
Professional Products Division. In the first six months of
1997, the Professional Products Division's net sales increased 12.4 percent to
$20.0 million compared with $17.8 million in 1996. The Company experienced
increased sales in the first six months of 1997 in its commercial,
international, office and medical distribution channels compared with the same
period in 1996. The Professional Products Division's gross profit was $6.8
million, or 33.8 percent of net sales, in the first six months of 1997, compared
with $6.6 million, or 37.2 percent of net sales, in 1996. The decline in gross
margin as a percent of sales was primarily attributable to office products.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses ("SG&A") for the first six months of fiscal 1997
totalled $33.8 million, or approximately 22.7 percent of net sales, compared
with $30.9 million, or approximately 20.1 percent of net sales, for the first
six months of fiscal 1996. The increase in SG&A as a percentage of net sales is
mainly attributable to a $3.0 million increase in national advertising
expenditures relating primarily to teamaker and water filtration products.
Amortization of Intangible Assets. The amortization of
intangible assets relates primarily to intangible assets associated with the
Acquisition.
Interest Expense. During the first six months of fiscal 1997
net interest expense was approximately $9.6 million, compared with $9.8 million
in the same period of fiscal 1996.
Income Taxes. In the first six months of fiscal 1997 and 1996
the effective tax rate was 59.3 percent and 65.4 percent, respectively. Expenses
not deductible for tax purposes, primarily the amortization of intangible assets
associated with the Acquisition, resulted in an effective tax rate significantly
higher than the statutory tax rate in both periods.
Net Income. Based on the foregoing, the Company experienced
net income of approximately $0.2 million and $2.0 million in the first six
months of fiscal 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary sources of liquidity are internally
generated cash and borrowings under a Credit Agreement among Signature Brands
and a group of Banks represented by Banque Nationale de Paris, New York Branch
("BNP") as agent and as issuer of letters of credit, ("the Bank Credit
Agreement") entered into in connection with the Acquisition.
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Cash flow activity for the first six months of fiscal 1997 and
1996 is presented in the Consolidated Statements of Cash Flows. During the first
six months of fiscal 1997, the Company generated approximately $13.0 million in
cash flow from operating activities. Net income plus non-cash charges generated
approximately $6.2 million, while changes in working capital components
generated approximately $6.8 million. The decrease in accounts receivable, which
generated approximately $11.1 million, is attributable to the seasonally lower
sales activity compared with the fourth quarter of the prior fiscal year and the
first quarter of this fiscal year. The decrease in inventories generated $3.1
million. The decrease in accounts receivable and inventories were partially
offset by reductions in accounts payable and accrued liabilities of $6.5 million
and $1.5 million, respectively. The decrease in these liabilities is due to
seasonal factors.
The Company's business is seasonal, with a large portion of
its sales and earnings generated in the fourth calendar quarter of the year.
During fiscal 1996, the Company generated approximately 34 percent of its annual
net sales in this quarter.
The Company's aggregate capital expenditures during the first
six months of fiscal 1997 were approximately $1.2 million. The Company
anticipates making $6.8 million of capital expenditures for the remainder of
fiscal 1997. These capital expenditures relate primarily to new product tooling,
information systems and production equipment. Management plans to fund these
capital expenditures with available cash, cash flow from operations and, if
necessary, borrowings under the revolving credit facility provided under the
Bank Credit Agreement.
Indebtedness incurred in connection with the Acquisition has
significantly increased the Company's cash requirements and imposes various
restrictions on its operations. The Acquisition and related transactions were
financed with approximately $98 million in borrowings under the Bank Credit
Agreement, approximately $70 million in proceeds from a unit offering of 13%
senior subordinated notes due 2002, (the "Notes") and warrants to purchase
shares of Common Stock at a price of $6.25 per share, and approximately $17.2
million in net proceeds received from the exercise of certain transferable
rights to purchase 3,543,433 shares of Common Stock issued to the stockholders
of the Company. The Notes are generally not redeemable at the option of the
Company until August 15, 1999. Subject to certain conditions, at any time
through August 17, 1997, up to 35 percent of the initial principal amount of the
Notes originally issued may be redeemed with the net proceeds of one or more
public offerings of equity securities of the Company or Signature Brands at a
redemption price of 110% of the principal amount thereof, together with accrued
and unpaid interest. For more detailed information, see the Company's Annual
Report on Form 10-K for the year ended September 29, 1996.
The Bank Credit Agreement includes a $75.0 million term loan
facility, which is subject to amortization on a quarterly basis in aggregate
annual amounts of $6.0 million, $8.75 million, $17.5 million, $15.0 million and
$19.0 million during fiscal 1997 through fiscal 2001, respectively, and a $60.0
million revolving credit facility. Signature Brands is required to make
prepayments on the term loan and revolving credit facility with a percentage of
Excess Cash Flow (as defined) and 100% of the proceeds from certain asset sales,
issuances of debt and equity securities and extraordinary items outside the
ordinary course of business. The required
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term loan repayment of $1.0 million for fiscal 1997 was paid in the second
quarter. Signature Brands may also make optional prepayments, in full or in
part, on the term loan.
The Bank Credit Agreement and the indenture governing the
Notes contain various customary covenants which the Company was in compliance
with at March 30, 1997. Borrowing availability under the revolving credit
facility at March 30, 1997 was $9.9 million after considering outstanding
letters of credit of $0.6 million, actual borrowings of $34.6 million, and
sufficiency of collateral. Signature Brands' obligations under the Bank Credit
Agreement are secured by substantially all of Signature Brands' assets and a
pledge of all of its issued and outstanding common stock. Signature Brands'
obligations under the Bank Credit Agreement and the Notes are guaranteed by the
Company.
Based upon current levels of operations, anticipated sales
growth and plans for expansion, management believes that the Company's cash flow
from operations (including favorable cost savings estimated to be achieved in
the future), combined with borrowings available under the Bank Credit Agreement,
will be sufficient to enable the Company to meet all of its cash operating
requirements over both the short term and the longer term, including scheduled
interest and principal payments, capital expenditures and working capital needs.
This expectation is predicated upon continued growth in revenues in the
Company's core businesses consistent with historical experience, achievement of
operating cash flow margins consistent with historical experience, and the
absence of significant increases in interest rates.
INFLATION
Increases in interest rates, the costs of materials and labor,
and Federal, state and local tax rates can significantly affect the Company's
operations. Management believes that the current practices of maintaining
adequate operating margins through a combination of new product introductions,
product differentiation, cost reduction, outsourcing, manufacturing and overhead
expense control and careful management of working capital are its most effective
tools for coping with inflation.
NEW ACCOUNTING PRONOUNCEMENTS
During 1995, the Financial Accounting Standards Board issued
two pronouncements which are effective for financial statements for years
beginning after December 15, 1995. The Company has considered the requirements
of Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of and has determined that it will not require
recognition of any impairment losses. The Company has also determined to remain
within the accounting prescribed by APB Opinion No. 25, Accounting for Stock
Issued to Employees, and accordingly the implementation of Statement No. 123,
Accounting for Stock-Based Compensation will result in additional disclosures
without any impact on the statements of operations or financial condition.
During 1997, the Financial Accounting Standards Board issued
two pronouncements which are effective for financial statements for years
beginning after December 15, 1997. Statement No. 128, Earnings per Share changes
the way that earnings per share
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information is computed and presented and, will be adopted, as required, in the
Company's fiscal year beginning in October 1998. This new standard will not
materially impact the Company's financial statement disclosures. Statement No.
129, Disclosure of Information about Capital Structure will not materially
impact the Company's financial statement disclosures.
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PART II. OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on March 6,
1997. The following matters were voted on at the meeting.
1. Election of S. Donald McCullough, Thomas R. Shepherd
and Frank E. Vaughn as Directors of the Company. The
nominees were elected as Directors with the following
votes:
S. Donald McCullough
--------------------
For 7,895,653
Withheld 246,414
Broker non-votes -0-
Thomas R. Shepherd
------------------
For 7,895,653
Withheld 246,414
Broker non-votes -0-
Frank E. Vaughn
---------------
For 7,895,653
Withheld 246,414
Broker non-votes -0-
2. Approval and adoption of an Amendment to the
Company's Amended and Restated Certificate of
Incorporation to change the Company's name to
"Signature Brands USA, Inc."
For 7,561,552
Against 350,015
Abstain 230,500
Broker non-votes -0-
3. Approval and adoption of the Health o meter Products,
Inc. 1997 Stock Option and Incentive Plan:
For 7,574,174
Against 236,551
Abstain 271,676
Broker non-votes 59,666
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4. Ratification of the Board of Directors' Appointment
of KPMG Peat Marwick LLP to serve as Auditors of the
Company:
For 7,886,396
Against 22,753
Abstain 232,918
Broker non-votes -0-
For information on how the votes for the above matters have been
tabulated, see the Company's definitive Proxy Statement used in connection with
the Annual Meeting of Stockholders on March 6, 1997.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------
(a) See the Exhibit Index at page 18 of this Form 10-Q.
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
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SIGNATURE
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.
SIGNATURE BRANDS USA, INC.
SIGNATURE BRANDS, INC.
Date: May 14, 1997 /s/ Steven M. Billick
----------------------
Steven M. Billick
Senior Vice President, Treasurer
and Chief Financial Officer
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Exhibit Index
-------------
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Amended and Restated Certificate of Incorporation of Signature
Brands USA, Inc., as amended.
10.21 Health o meter Products, Inc. 1997 Stock Option and Incentive
Plan*
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement.
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