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 JUNE 30, 1999 / / TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ___________________ COMMISSION FILE NUMBER: 1-12624 SYRATECH CORPORATION -------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-3354944 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 175 MCCLELLAN HIGHWAY EAST BOSTON, MASSACHUSETTS 02128-9114 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - 617-561-2200 INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTIONS 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 NO X ---- ---- NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OUTSTANDING AT JUNE 30, 1999 -- 3,784,018 INDEX PART I - FINANCIAL INFORMATION PAGE NO. -------- Item 1. Financial Statements: Condensed Consolidated Balance Sheets at June 30, 1999 and December 31, 1998 1 Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 1999 and 1998 2 Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 1999 and 1998 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 21 Signature 22 PART I - FINANCIAL INFORMATION SYRATECH CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) June 30, December 31, 1999 1998 --------- --------- ASSETS Current assets: Cash and equivalents ...................................... $ 868 $ 9,009 Accounts receivable, net .................................. 41,256 70,128 Inventories ............................................... 124,378 86,955 Deferred income taxes ..................................... 20,200 15,866 Prepaid expenses and other ................................ 3,044 1,673 Properties held for sale .................................. 1,305 2,292 --------- --------- Total current assets .................................. 191,051 185,923 Property, plant and equipment, net ........................... 83,795 83,611 Purchase price in excess of net assets acquired, net ......... 6,428 6,549 Other assets, net ............................................ 7,958 8,634 --------- --------- Total ................................................. $ 289,232 $ 284,717 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving loan facilities and notes payable ............... $ 64,751 $ 46,201 Accounts payable .......................................... 14,766 13,883 Accrued expenses .......................................... 9,175 10,802 Accrued interest .......................................... 3,832 4,108 Accrued compensation ...................................... 2,916 2,844 Accrued advertising ....................................... 2,601 3,053 Income taxes payable ...................................... 561 418 --------- --------- Total current liabilities ............................. 98,602 81,309 Long - term debt ............................................. 165,000 165,000 Deferred income taxes ........................................ 19,409 19,409 Pension liability ............................................ 2,435 2,964 Stockholders' equity: Preferred stock, $.01 par value, 500,000 shares authorized; (25,000 designated as cumulative redeemable preferred stock, 18,000 shares issued and outstanding, liquidation value of $18,000 and includes accrued and unpaid dividends of $5,186 and $3,874 in 1999 and 1998, respectively 23,186 21,874 Common stock, $.01 par value, 20,000,000 shares authorized; 3,784,018 shares issued and outstanding 38 38 Retained deficit .......................................... (19,422) (6,376) Accumulated other comprehensive income (loss) ............. (16) 499 --------- --------- Total stockholders' equity ............................ 3,786 16,035 --------- --------- Total ................................................. $ 289,232 $ 284,717 --------- --------- --------- --------- See notes to condensed consolidated financial statements. 1 SYRATECH CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Net sales ........................................... $ 42,064 $ 42,248 $ 84,790 $ 80,006 Cost of sales ....................................... 30,062 30,166 59,949 56,909 -------- -------- -------- -------- Gross profit ...................................... 12,002 12,082 24,841 23,097 Selling, general and administrative expenses ........ 14,368 14,707 30,894 30,370 Other operating income .............................. 578 580 1,275 1,112 -------- -------- -------- -------- Loss from operations .............................. (1,788) (2,045) (4,778) (6,161) Interest expense .................................... (5,956) (5,744) (11,669) (10,730) Interest income ..................................... 5 1 45 6 Other income ........................................ 756(1) 756(1) -------- -------- -------- -------- Loss before benefit for income taxes .............. (6,983) (7,788) (15,646) (16,885) Benefit for income taxes ............................ (1,747) (2,180) (3,912) (4,727) -------- -------- -------- -------- Net loss .......................................... (5,236) (5,608) (11,734) (12,158) Preferred stock dividends accrued ................... 656 586 1,312 1,172 -------- -------- -------- -------- Net loss applicable to common stockholders ........ $ (5,892) $ (6,194) $(13,046) $(13,330) -------- -------- -------- -------- -------- -------- -------- -------- Basic and diluted loss per share: Net loss per common share ......................... $ (1.56) $ (1.64) $ (3.45) $ (3.52) -------- -------- -------- -------- -------- -------- -------- -------- Weighted average number of shares outstanding ... 3,784 3,784 3,784 3,784 -------- -------- -------- -------- -------- -------- -------- -------- (1) Other income represents a gain on disposal of undeveloped land. See notes to condensed consolidated financial statements. 2 SYRATECH CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Six Months Ended June 30, 1999 1998 -------- -------- Cash flows from operating activities: Net loss ............................................. $(11,734) $(12,158) Adjustments to reconcile net loss to net cash provided by (used in) operations: Depreciation and amortization ...................... 4,175 3,658 Deferred income taxes .............................. (4,334) (4,927) Gain on disposal of assets ......................... (671) Other .............................................. (530) 292 Increase (decrease) in cash due to changes in: Accounts receivable .............................. 28,872 24,908 Inventories ...................................... (37,423) (27,546) Prepaid expenses and other ....................... (1,371) (466) Accounts payable and accrued expenses ............ (1,399) (7,661) Income taxes payable ............................. 143 119 -------- -------- Net cash provided by (used in) operations ............ (24,272) (23,781) -------- -------- Cash flows from investing activities: Purchases of property, plant and equipment ......... (3,852) (8,110) Proceeds from sale of assets ....................... 1,782 Other .............................................. (37) 167 -------- -------- Net cash used in investing activities ................ (2,107) (7,943) -------- -------- Cash flows from financing activities: Change in revolving loan facilities ................ 18,550 30,688 Other .............................................. (312) (651) -------- -------- Net cash provided by (used in) financing activities .. 18,238 30,037 -------- -------- Net decrease in cash and equivalents ................. (8,141) (1,687) Cash and equivalents, beginning of period ............ 9,009 2,981 -------- -------- Cash and equivalents, end of period .................. $ 868 $ 1,294 -------- -------- -------- -------- See notes to condensed consolidated financial statements. 3 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 1. FINANCIAL INFORMATION The accompanying unaudited interim condensed consolidated financial statements of Syratech Corporation and Subsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's 1998 Annual Report on Form 10 - K. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. 2. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Six Months Ended June 30, ------------------------- 1999 1998 ------- ------- Cash paid during the period for: Interest ...................... $10,893 $10,483 ------- ------- ------- ------- Income taxes .................. $ 456 $ 607 ------- ------- ------- ------- Supplemental schedule of non-cash financing activities: Accrued cumulative redeemable preferred stock dividends .... $ 1,312 $ 1,172 ------- ------- ------- ------- 3. INVENTORIES Inventories consisted of the following: June 30, December 31, 1999 1998 -------- ----------- Raw materials ...... $ 15,090 $ 12,953 Work-in-process .... 7,745 6,484 Finished goods ..... 101,543 67,518 -------- -------- Total .... $124,378 $ 86,955 -------- -------- -------- -------- 4 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 4. INCOME TAXES The benefit for income taxes for the three and six month periods ended June 30, 1999 and 1998, respectively, have been computed using the estimated effective full year tax rates. Realization of the income tax benefit is dependent upon generating sufficient future taxable income. Although realization is not assured, management believes it is more likely than not that the income tax benefit will be realized through future taxable earnings. 5. REVOLVING LOAN FACILITIES AND NOTES PAYABLE On May 30,1999, the Company renewed its Wallace International de Puerto Rico, Inc. $1,000 credit facility. The renewed facility expires on May 30, 2000. On June 16, 1999 the Company's C.J. Vander Ltd. subsidiary renewed its overdraft facility which was entered into on March 16, 1998 ("Overdraft Facility"). The renewal changed the amount of the borrowings provided under the facility from Pounds 500 to Pounds 250. Borrowings made under the Overdraft Facility bear interest at the bank's base rate plus 1%. The Overdraft Facility contains customary covenants, and borrowings are secured by substantially all of the assets of C.J.Vander Ltd. The Overdraft is due on demand and expires on August 30, 1999. 6. COMPREHENSIVE LOSS Comprehensive loss consists of the following: Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net loss applicable to common stockholders .... $(13,046) $(13,330) Other comprehensive income: Foreign currency translation adjustments .... (515) (307) -------- -------- Comprehensive loss ............................ $(13,561) $(13,637) -------- -------- -------- -------- Accumulated other comprehensive income reported in the Condensed Consolidated Balance Sheets consists only of foreign currency translation adjustments. 7. EMPLOYEE BENEFIT PLANS At December 31, 1998, the Company had employment agreements with certain officers and employees for terms ranging from three to five years. As of July 8, 1999, the Company entered into an additional employment agreement with an executive officer. These agreements provide for minimum annual salaries aggregating $2,580 and certain other benefits. 5 8. RECENT ACCOUNTING PRONOUNCEMENTS Effective January 1, 1999, the Company adopted the provisions of Statement of Opinion No. 98-1, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use," which requires certain expenditures made for internal use software to be capitalized. The provisions of this opinion did not have a material effect on the Company's condensed consolidated financial statements upon adoption. In June 1998, the Financial Accounting Standards Board Issued Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The new standard requires that all companies record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Management is currently assessing whether there will be any impact of SFAS No. 133 on the Company's consolidated financial statements upon adoption, which is required in the first quarter of 2001. 9. SEGMENT DISCLOSURES The Company has identified only one distinct and reportable segment: Home Entertainment and Decorative Products, which generates revenue from two types of product offerings: Tabletop and Giftware, and Seasonal. The following table presents the Company's net sales in these product categories for the periods presented: Six Months Ended June 30, ------------------------- 1999 1998 ------- ------- Tabletop and Giftware .... $76,555 $70,050 Seasonal ................. 8,235 9,956 ------- ------- Total .................... $84,790 $80,006 ------- ------- ------- ------- 10. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The following supplemental condensed consolidating financial statements as of and for the periods ending June 30, 1999 and 1998 present separate financial information for the Company ("Issuer/Guarantor Parent"), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Certain prior year amounts have been reclassified to conform with the 1999 presentation. Separate financial statements of each guarantor are not presented because management believes that such statements would not be materially different from the information presented herein. 6 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS JUNE 30, 1999 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED --------- ------------ ------------ ------------ ------------ ASSETS Current assets: Cash and equivalents .................................. $ $ 155 $ 713 $ $ 868 Accounts receivable, net .............................. 34,738 6,518 41,256 Inventories ........................................... 118,241 6,096 41 124,378 Deferred income taxes ................................. 11,270 8,930 20,200 Prepaid expenses and other ............................ 113 2,223 708 3,044 Properties held for sale .............................. 887 418 1,305 --------- --------- --------- --------- --------- Total current assets ................................ 11,383 165,174 14,453 41 191,051 Property, plant and equipment, net ...................... 79,797 4,047 (49) 83,795 Purchase price in excess of net assets acquired, net .... 6,428 6,428 Other assets, net ....................................... 7,829 129 7,958 Investment .............................................. 180,192 (180,192) -- --------- --------- --------- --------- --------- Total ............................................... $ 199,404 $ 251,528 $ 18,500 $(180,200) $ 289,232 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving loan facilities and notes payable ........... $ $ 64,700 $ 51 $ $ 64,751 Accounts payable ...................................... 10,637 4,129 14,766 Accrued expenses ...................................... 235 8,508 432 9,175 Accrued interest ...................................... 3,832 -- -- 3,832 Accrued compensation .................................. 2,654 262 2,916 Accrued advertising ................................... 2,601 2,601 Income taxes payable .................................. 6 561 (6) 561 --------- --------- --------- --------- --------- Total current liabilities ........................... 4,067 89,106 5,435 (6) 98,602 Long-term debt .......................................... 165,000 165,000 Deferred income taxes ................................... 6,157 13,252 19,409 Pension liability ....................................... 2,435 2,435 Intercompany (receivable) payable ....................... (20,455) 33,243 (11,417) (1,371) -- Stockholders' equity .................................... 44,635 113,492 24,482 (178,823) 3,786 --------- --------- --------- --------- --------- Total ............................................... $ 199,404 $ 251,528 $ 18,500 $(180,200) $ 289,232 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 7 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 1998 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------- ------------ ------------ ------------ ------------ ASSETS Current assets: Cash and equivalents .................................. $ $ 7,496 $ 1,513 $ $ 9,009 Accounts receivable, net .............................. 65,260 4,868 70,128 Inventories ........................................... 81,680 5,234 41 86,955 Deferred income taxes ................................. 9,009 6,857 15,866 Prepaid expenses and other ............................ 113 1,089 471 1,673 Properties held for sale .............................. 1,838 454 2,292 --------- --------- --------- --------- --------- Total current assets ................................ 9,122 164,220 12,540 41 185,923 Property, plant and equipment, net ...................... 79,908 3,753 (50) 83,611 Purchase price in excess of net assets acquired, net .... 6,549 6,549 Other assets, net ....................................... 8,457 177 8,634 Investment in subsidiaries .............................. 179,442 (179,442) --------- --------- --------- --------- --------- Total ............................................... $ 197,021 $ 250,854 $ 16,293 $(179,451) $ 284,717 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving loan facilities and notes payable ........... $ $ 45,837 $ 358 $ 6 $ 46,201 Accounts payable ...................................... 11,509 2,374 13,883 Accrued expenses ...................................... 38 10,288 476 10,802 Accrued interest ...................................... 3,832 276 4,108 Accrued compensation .................................. 2,502 342 2,844 Accrued advertising ................................... 3,053 3,053 Income taxes payable .................................. 198 (198) 418 418 --------- --------- --------- --------- --------- Total current liabilities ........................... 4,068 73,267 3,968 6 81,309 Long-term debt .......................................... 165,000 165,000 Deferred income taxes ................................... 6,157 13,252 19,409 Pension liability ....................................... 2,964 2,964 Intercompany (receivable) payable ....................... (30,589) 43,224 (11,274) (1,361) Stockholders' equity .................................... 52,385 118,147 23,599 (178,096) 16,035 --------- --------- --------- --------- --------- Total ............................................... $ 197,021 $ 250,854 $ 16,293 $(179,451) $ 284,717 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 8 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1999 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------- ------------ ------------ ------------ ------------ Net sales .................................................... $ $ 31,881 $ 18,189 $ (8,006) $ 42,064 Cost of sales ................................................ 23,742 14,326 (8,006) 30,062 -------- -------- -------- -------- -------- Gross profit ............................................... 8,139 3,863 12,002 Selling, general and administrative expenses ................. 112 11,234 3,026 (4) 14,368 Other operating income ....................................... 578 578 -------- -------- -------- -------- -------- Income (loss) from operations .............................. (112) (2,517) 837 4 (1,788) Interest expense ............................................. (4,893) (1,058) (5) (5,956) Interest income .............................................. (1) 3 3 5 Other income ................................................. 756 756 -------- -------- -------- -------- -------- Income (loss) before provision (benefit) for income taxes .. (5,006) (2,816) 835 4 (6,983) Provision (benefit) for income taxes ......................... (1,171) (655) 79 (1,747) -------- -------- -------- -------- -------- Net income (loss) .......................................... (3,835) (2,161) 756 4 (5,236) Preferred stock dividends accrued ............................ 656 656 -------- -------- -------- -------- -------- Net income (loss) applicable to common stockholders ........ $ (4,491) $ (2,161) $ 756 $ 4 $ (5,892) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 9 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1998 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------- ------------ ------------ ------------ ------------ Net sales .................................................... $ $ 34,053 $ 15,998 $ (7,803) $ 42,248 Cost of sales ................................................ 25,315 12,654 (7,803) 30,166 -------- -------- -------- -------- -------- Gross profit ............................................... 8,738 3,344 12,082 Selling, general and administrative expenses ................. 112 11,435 3,198 (38) 14,707 Other operating income ....................................... 580 580 -------- -------- -------- -------- -------- Income (loss) from operations .............................. (112) (2,117) 146 38 (2,045) Interest expense ............................................. (4,893) (843) (8) (5,744) Interest income .............................................. 1 1 -------- -------- -------- -------- -------- Income (loss) before provision (benefit) for income taxes .. (5,005) (2,959) 138 38 (7,788) Provision (benefit) for income taxes ......................... (1,391) (859) 70 (2,180) -------- -------- -------- -------- -------- Net income (loss) .......................................... (3,614) (2,100) 68 38 (5,608) Preferred stock dividends accrued ............................ 586 586 -------- -------- -------- -------- -------- Net income (loss) applicable to common stockholders ........ $ (4,200) $ (2,100) $ 68 $ 38 $ (6,194) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 10 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1999 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------- ------------ ------------ ------------ ------------ Net sales ................................................... $ $ 67,130 $ 33,498 $ (15,838) $ 84,790 Cost of sales ............................................... 49,546 26,241 (15,838) 59,949 -------- -------- -------- ---------- -------- Gross profit .............................................. 17,584 7,257 24,841 Selling, general and administrative expenses ................ 225 25,080 5,599 (10) 30,894 Other operating income ...................................... 1,275 1,275 -------- -------- -------- ---------- -------- Income (loss) from operations ............................. (225) (6,221) 1,658 10 (4,778) Interest expense ............................................ (9,786) (1,868) (15) (11,669) Interest income ............................................. 39 6 45 Other income ................................................ 756 756 -------- -------- -------- ---------- -------- Income (loss) before provision (benefit) for income taxes . (10,011) (7,294) 1,649 10 (15,646) Provision (benefit) for income taxes ........................ (2,261) (1,903) 252 (3,912) -------- -------- -------- ---------- -------- Net income (loss) ......................................... (7,750) (5,391) 1,397 10 (11,734) Preferred stock dividends accrued ........................... 1,312 1,312 -------- -------- -------- ---------- -------- Net income (loss) applicable to common stockholders ....... $ (9,062) $ (5,391) $ 1,397 $ 10 $(13,046) -------- -------- -------- ---------- -------- -------- -------- -------- ---------- -------- 11 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1998 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------- ------------ ------------ ------------ ------------ Net sales .................................................... $ $ 66,556 $ 27,105 $(13,655) $ 80,006 Cost of sales ................................................ 49,578 20,986 (13,655) 56,909 -------- -------- -------- -------- -------- Gross profit ............................................... 16,978 6,119 23,097 Selling, general and administrative expenses ................. 225 24,353 5,856 (64) 30,370 Other operating income ....................................... 1,112 1,112 -------- -------- -------- -------- -------- Income (loss) from operations .............................. (225) (6,263) 263 64 (6,161) Interest expense ............................................. (9,783) (936) (11) (10,730) Interest income .............................................. 1 5 6 -------- -------- -------- -------- -------- Income (loss) before provision (benefit) for income taxes .. (10,008) (7,198) 257 64 (16,885) Provision (benefit) for income taxes ......................... (2,717) (2,133) 123 (4,727) -------- -------- -------- -------- -------- Net income (loss) .......................................... (7,291) (5,065) 134 64 (12,158) Preferred stock dividends accrued ............................ 1,172 1,172 -------- -------- -------- -------- -------- Net income (loss) applicable to common stockholders ........ $ (8,463) $ (5,065) $ 134 $ 64 $(13,330) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 12 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1999 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED --------- ------------ ------------ ----------- ------------ Cash flows from operating activities: Net income (loss) ...................................... $ (7,750) $ (5,391) $ 1,397 $ 10 $(11,734) Adjustments to reconcile net income to net cash provided by (used in) operations: Depreciation and amortization ........................ 628 3,246 301 4,175 Deferred income taxes ................................ (2,261) (2,073) (4,334) Gain on disposal of assets ........................... (671) (671) Other ................................................ (530) (530) Increase (decrease) in cash due to changes in: Accounts receivable ................................ 30,522 (1,650) 28,872 Inventories ........................................ (36,561) (862) (37,423) Prepaid expenses and other ......................... (1,134) (237) (1,371) Accounts payable and accrued expenses .............. 197 (3,227) 1,631 (1,399) Income taxes payable ............................... (198) 198 143 143 Intercompany account ............................... 9,384 (9,242) (132) (10) -- -------- -------- -------- ------- -------- Net cash (used in) provided by operations .............. -- (24,863) 591 (24,272) -------- -------- -------- ------- -------- Cash flows from investing activities: Purchases of property, plant and equipment ........... (3,081) (771) (3,852) Proceeds from sale of assets ......................... 1,782 1,782 Other ................................................ (239) 202 (37) -------- -------- -------- ------- -------- Net cash used in investing activities .................. (1,538) (569) (2,107) -------- -------- -------- ------- -------- Cash flows from financing activities: Change in revolving loan facilities .................. 18,857 (307) 18,550 Other ................................................ 203 (515) (312) -------- -------- -------- ------- -------- Net cash provided by (used in) financing activities .... -- 19,060 (822) 18,238 -------- -------- -------- ------- -------- Net decrease in cash and equivalents ................... -- (7,341) (800) (8,141) Cash and equivalents, beginning of period .............. 7,496 1,513 9,009 -------- -------- -------- ------- -------- Cash and equivalents, end of period .................... $ -- $ 155 $ 713 $ -- $ 868 -------- -------- -------- ------- -------- -------- -------- -------- ------- -------- 13 SYRATECH CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1998 ISSUER/ NON GUARANTOR GUARANTOR GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED --------- ------------ ------------ ----------- ------------ Cash flows from operating activities: Net income (loss) ...................................... $ (7,291) $ (5,065) $ 134 $ 64 $(12,158) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization ........................ 708 2,731 219 3,658 Deferred income taxes ................................ (2,717) (2,210) (4,927) Other ................................................ 292 292 Increase (decrease) in cash due to changes in: Accounts receivable ................................ 26,953 (2,045) 24,908 Inventories ........................................ (26,757) (789) (27,546) Prepaid expenses and other assets .................. (113) (56) (297) (466) Accounts payable and accrued expenses .............. (643) (9,015) 1,997 (7,661) Income taxes payable ............................... (1) 42 78 119 Intercompany account ............................... 10,414 (9,391) (959) (64) -------- -------- -------- ------- -------- Net cash provided by (used in) operations .............. 357 (22,476) (1,662) (23,781) -------- -------- -------- ------- -------- Cash flows from investing activities: Purchases of property, plant and equipment ........... (7,881) (229) (8,110) Other ................................................ 167 167 -------- -------- -------- ------- -------- Net cash used in investing activities .................. (7,714) (229) (7,943) -------- -------- -------- ------- -------- Cash flows from financing activities: Change in revolving loan facilities .................. 30,240 448 30,688 Other ................................................ (356) -- (295) (651) -------- -------- -------- ------- -------- Net cash provided by (used in) financing activities .... (356) 30,240 153 30,037 Net increase (decrease) in cash and equivalents ........ 1 50 (1,738) (1,687) Cash and equivalents, beginning of period .............. 18 91 2,872 2,981 -------- -------- -------- ------- -------- Cash and equivalents, end of period .................... $ 19 $ 141 $ 1,134 $ -- $ 1,294 -------- -------- -------- ------- -------- -------- -------- -------- ------- -------- 14 SYRATECH CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Except for the historical information contained in this Quarterly Report on Form 10-Q, the matters discussed are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; industry capacity; industry trends; overseas expansion; the loss of major customers; changes in demand for the Company's products; the timing of orders received from customers; cost and availability of raw materials; dependence on foreign sources of supply; changes in business strategy or development plans; availability and quality of management; availability, terms and deployment of capital; and the seasonal nature of the business. For additional information concerning these and other important factors that may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998 Net sales decreased 0.4% to $42.1 million for the three months ended June 30, 1999 from $42.2 million for the three months ended June 30, 1998. Changes in normal product prices did not materially impact net sales. Gross profit of $12.0 million for the three months ended June 30, 1999 approximated the $12.1 million for the three months ended June 30, 1998. Gross profit as a percentage of sales was 28.5% for the 1999 first quarter compared to 28.6% for the comparable 1998 period. The slight change in gross profit as a percentage of sales was not materially impacted by change in product pricing. Selling, general and administrative expenses ("S, G & A expenses") of $14.4 million improved to 34.2% as a percentage of net sales for the three months ended June 30, 1999 from 34.8% or $14.7 million for the comparable 1998 period. The 0.6 percentage point decrease in S,G & A expenses to sales for the three months ended June 30, 1999 primarily reflects a decrease in personnel and related costs due to consolidation activities accomplished in 1998. Loss from operations was $1.8 million and $2.0 million for the second quarter of 1999 and 1998, respectively, and included other operating income of $0.6 million primarily from Farberware license revenue in both periods. Other income of $0.8 million for the three months ended June 30, 1999, represents a gain on disposal of undeveloped land. Interest expense was $6.0 million for the three months ended June 30, 1999 compared to $5.7 million in the same period of 1998. This increase results from increased borrowings for working capital purposes partially off set by lower interest rates on the Company's Revolving Credit Facility. The benefit for income taxes was $1.7 million for the three months ended June 30, 1999 compared to $2.2 million for the three months ended June 30, 1998. The estimated effective income tax rate of 25% for the three months ended June 30, 1999 compares to a slightly higher 28% rate for the same period in the prior year. 15 Net loss applicable to common stockholders for the three month periods ended in June 30, 1999 and 1998 was $5.9 million and $6.2 million, respectively or $1.56 and $1.64, respectively, per basic and diluted share, on adjusted weighted average shares of 3,784,018 in both periods. SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998 Net sales increased 6.0% to $84.8 million for the six months ended June 30, 1999 from $80.0 million for the six months ended June 30, 1998. This increase is primarily due to increased sales of a new line of licensed giftware products to specialty retailers. Changes in normal product prices did not materially impact net sales. Gross profit increased 7.6% to $24.8 million for the six months ended June 30, 1999 from $23.1 million for the six months ended June 30, 1998. Gross profit as a percentage of sales was 29.3% for the first half of 1999 compared to 28.9% for the comparable 1998 period. The 0.4 point percentage gross profit increase primarily reflects the higher margin carried by the new line of licensed giftware which was partially offset by the increased royalty expense related to this line. The change in gross profit as a percentage of sales was not materially impacted by change in product pricing. Selling, general and administrative expenses ("S, G & A expenses") of $30.9 million improved to 36.4% as a percentage of net sales for the six months ended June 30, 1999 from 38.0% or $30.4 million for the comparable 1998 period. The 1.6 percentage point decrease in S,G & A expenses to sales for the six months ended June 30, 1999 reflects the growth in sales volume, a decrease in personnel and related costs due to consolidation activities accomplished in 1998, and the higher royalty expense noted above. Loss from operations was $4.8 million and $6.2 million for the first half of 1999 and 1998, respectively, and included other operating income of $1.3 million and $1.1 million in 1999 and 1998, respectively. The increase in other operating income is due to increased Farberware license revenue. Other income represents the gain on disposal of the undeveloped land. Interest expense was $11.7 million for the six months ended June 30, 1999 compared to $10.7 million in the same period of 1998. This increase results from increased borrowings for working capital purposes partially off set by lower interest rates on the Company's Revolving Credit Facility. The benefit for income taxes was $3.9 million for the six months ended June 30, 1999 compared to $4.7 million for the six months ended June 30, 1998. The estimated effective income tax rate of 25% for the six months ended June 30, 1999 compares to a slightly higher 28% rate for the same period in the prior year. Net loss applicable to common stockholders for the six month periods ended in June 30, 1999 and 1998 was $13.0 million and $13.3 million, respectively or $3.45 and $3.52, respectively, per basic and diluted share, on adjusted weighted average shares of 3,784,018 in both periods. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities for the six months ended June 30, 1999 was $24.3 million. The principal use of cash was the customary increase in inventory in preparation for the fall selling season. Partially offsetting this was the seasonal collection of accounts receivable. Inventories at June 30, 1999 are at a higher level compared to the same period in the prior year primarily due to a decision to schedule production of Rauch Christmas finished goods earlier than last year to improve shipping performance, and to a higher mix of domestic versus foreign giftware customer orders for the last half of 1999 which requires stocking higher levels of inventory at our domestic warehouses. The Company's working capital requirements are seasonal and tend to be highest in the period from September through November due to the Christmas selling season. Accounts receivable tend to decline during December and the first quarter as receivables generated during the third and fourth quarters are collected and remain lower until the next peak season beginning in September. 16 Capital expenditures were approximately $3.9 million for the six months ended June 30, 1999 and the Company expects to spend approximately $3.1 million during the remainder of 1999. These expenditures primarily relate to computer equipment and systems for the warehouse and distribution facility in Mira Loma, CA, computer equipment and systems for the Company's East Boston office facility, and machinery, equipment and tools and dies for the Company's manufacturing facilities. The Company's Revolving Credit Facility, dated April 16, 1997, amended effective as of July 31, 1997, December 31, 1997, March 30, 1998 and December 31, 1998, provides for $130.0 million of borrowings including a $30.0 million sublimit for the issuance of standby and commercial letters of credit. Borrowings made under the Revolving Credit Facility bear interest at a rate equal to, at the Company's option, the Eurodollar Rate plus 225 basis points or the Prime Rate plus 50 basis points. The Revolving Credit Facility expires on April 16, 2002. Pursuant to the terms of the Revolving Credit Facility as amended, the Company is required during February and March of each year to maintain excess availability of at least $25.0 million. The obligations of the Company under the Revolving Facility are secured by inventory and accounts receivable of the Company and its domestic subsidiaries and by a pledge of 100% of the domestic subsidiaries' and at least 65% of the foreign subsidiaries' outstanding capital stock. The Revolving Credit Facility contains customary covenants for the Company and the subsidiary borrowers, including but not limited to capital expenditures, and minimum consolidated net worth on or after December 31, 1997 of at least $1.00 (not in thousands). In addition, the Revolving Credit Facility, as amended as of December 31, 1998, includes covenants requiring a minimum ratio of earnings before interest, income taxes, depreciation, amortization, and certain adjustments ("EBITDA"), as defined, including funded debt to EBITDA and fixed charge coverage ratios, as defined. The Company is in compliance with the covenants, as amended, as of June 30, 1999 and for the quarter then ended. Availability under the Revolving Credit Facility, net of outstanding letters of credit, was $23.7 million at June 30, 1999. One of the Company's Puerto Rican subsidiaries has a $1.0 million facility (the "Facility"), expiring on May 30, 2000. The Facility bears interest at a rate equal to, at the Company's option, the Eurodollar Rate plus 175 basis points or the bank's Prime Rate less 25 basis points. Availability under the Facility was $0.2 million at June 30, 1999. On June 16, 1999 the Company's C.J. Vander Ltd. subsidiary renewed its overdraft facility which was entered into on March 16, 1998 ("Overdraft Facility"). The renewal changed the amount of the borrowings provided under the facility from Pounds 500 to Pounds 250. Borrowings made under the Overdraft Facility bear interest at the bank's base rate plus 1%. The Overdraft Facility contains customary covenants, and borrowings are secured by substantially all of the assets of C.J.Vander Ltd. The Overdraft is due on demand and expires on August 30, 1999. Availability under the Overdraft Facility was Pounds 222 at June 30, 1999. The Notes due April 15, 2007, issued in connection with the Merger, require interest payments to be made semi-annually on April 15 and October 15. The Notes are general unsecured obligations of the Company and rank pari passu in right of payment with all current and future unsubordinated indebtedness of the Company, including borrowings under the Revolving Credit Facility. However, all borrowings under the Revolving Credit Facility are secured by a first priority lien on the accounts receivable and inventory of the Company and its domestic subsidiaries. Consequently, the obligations of the Company under the Notes are effectively subordinated to its obligations under the Revolving Credit Facility to the extent of such assets. The Notes are redeemable in whole or in part, at the Company's option, after April 15, 2002. The Company's ability to pay dividends is restricted by the terms of the Revolving Credit Facility and the Note Indenture. The liquidation preference of the Company's Cumulative Redeemable Preferred Stock is $1,000 per share plus accrued but unpaid dividends. Holders of the Cumulative Redeemable Preferred Stock are entitled, subject to the rights of creditors, in the event of any voluntary or involuntary liquidation of the Company, to an amount in cash equal to $1,000 for each share outstanding plus all accrued and unpaid dividends. The rights of holders of the Cumulative Redeemable Preferred Stock upon liquidation of the Company rank prior to those of the holders of Syratech Common Stock. 17 Dividends on shares of Cumulative Redeemable Preferred Stock are cumulative from the date of issue and are payable when and as may be declared from time to time by the Board of Directors of the Company. Such dividends accrue on a daily basis (whether or not declared) from the original date of issue at an annual rate per share equal to 12% of the original purchase price per share, with such amount to be compounded annually on each December 31 so that if the dividend is not paid for any year the unpaid amount will be added to the original purchase price of the Cumulative Redeemable Preferred Stock for the purpose of calculating succeeding years' dividends. The Cumulative Redeemable Preferred Stock is redeemable at any time at the option of the Company, in whole or in part, at $1,000 per share plus all accumulated and unpaid dividends, if any, at the date of redemption. Subject to the Company's existing debt agreements, the Company must redeem all outstanding Cumulative Redeemable Preferred Stock in the event of a public offering of equity, a change of control or certain sales of assets. The Company's level of indebtedness will have several important effects on its future operations, including (i) a substantial portion of the Company's cash flow from operations must be dedicated to the payment of interest on its indebtedness and will not be available for other purposes, (ii) covenants contained in the Revolving Credit Facility and the indenture governing the Note will require the Company to meet certain financial tests, and other restrictions may limit its ability to borrow funds or to dispose of assets and may affect the Company's flexibility in planning for, and reacting to, changes in its business including possible acquisition activities, and (iii) the Company's ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired. The Company believes that funds generated from operations and borrowings available under the Revolving Credit Facility will be sufficient to finance the Company's working capital requirements, provide for all known obligations of the Company (including the obligations of the Company under the $165.0 million Notes issued in connection with the Merger and under its operating leases) and fund planned capital expenditures through December 31, 1999. YEAR 2000 CONVERSION The Company has substantially completed its assessment of Year 2000 compliance and determined the critical systems to evaluate, modify and test. The Company believes that it has modified the critical systems to comply with Year 2000 requirements and is in the process of modifying and testing certain other systems that are not Year 2000 compliant. Principal testing of the critical systems has been successfully completed on schedule and the Company will continue further testing and certification of these systems as it approaches the year 2000. The Company currently believes it will be able to modify, replace, or mitigate all of its affected systems in time to avoid any material detrimental impact on its operations. If the Company determines that it may be unable to remediate and properly test affected systems on a timely basis, the Company intends to develop appropriate contingency plans for any critical systems at the time such determination is made. While the Company is not presently aware of any significant exposure that its systems will not be properly remediated on a timely basis, there can be no assurances that all year 2000 remediation processes will be completed and properly tested before the year 2000, or that contingency plans will sufficiently mitigate the risk of a year 2000 readiness problem. The Company has communicated with its significant suppliers, customers, and critical business partners to determine the extent to which the Company may be vulnerable in the event that those parties fail to properly remediate their own year 2000 issues. The Company has completed the modification and testing of its Electronic Data Interchange ("EDI") systems used to process orders and communicate with certain customers. The Company is able to process 6 digit dates for customers using older versions of the American National Standards Institute ("ANSI") and Voluntary Inter-industry Communications Standard ("VICS") 3070 specification and is listed as a compliant vendor on the web site of the National Retail Federation. In addition, the Company is currently processing 8-digit dates (which are inherently Year 2000 compliant) in accordance with the ANSI and VICS 4010 specification with those customers who are able to accept and transmit this version. The Company will develop appropriate contingency plans in the event that a significant 18 exposure is identified relative to the dependencies on third-party systems. While the Company is not presently aware of any such significant exposure, there can be no guarantee that the systems of third-parties on which the Company relies will be converted in a timely manner, or that a failure to properly convert by another company would not have a material adverse effect on the Company. Potential sources of risk include (a) the inability of principal suppliers to be Year 2000 ready, which could result in delays in product deliveries from such suppliers, and (b) disruption of the distribution channel, including ports, transportation vendors, and the Company's own distribution centers as a result of a general failure of systems and necessary infrastructure such as electricity supply. The Company believes that its actions with suppliers will minimize these risks. An interruption of the Company's ability to conduct its business due to a year 2000 readiness problem could have a material adverse effect on the Company. The Company currently believes that the expenditures necessary to be Year 2000 compliant will not be material to its financial condition or results of operations in any given year. The costs of compliance and estimated completion dates for the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third-party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, and the ability to locate and correct all relevant computer codes, replace embedded computer chips in affected systems or equipment; and the actions of governmental agencies or other third parties with respect to Year 2000 problems. ACCOUNTING PRONOUNCEMENTS Effective January 1, 1999, the Company adopted the provisions of Statement of Opinion No. 98-1, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use," which requires certain expenditures made for internal use software to be capitalized. The provisions of this opinion did not have a material effect on the Company's condensed consolidated financial statements. In June 1998, the Financial Accounting Standards Board Issued Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The new standard requires that all companies record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Management is currently assessing whether there will be any impact of SFAS No. 133 on the Company's consolidated financial statements upon adoption, which is required in the first quarter of 2001. 19 SYRATECH CORPORATION AND SUBSIDIARIES QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to interest rate risk primarily through its borrowing activities. The Company's short-term borrowings are substantially all denominated in U.S. dollars and bear interest at variable rates primarily based on either a prime rate or the London Interbank Offering Rate ("LIBOR"). The effect of a 10% change in the prime or LIBOR rate would not have a material impact on the Company's financial results. The Company also has fixed debt financing of $165,000 of 11% Senior Notes due April 15, 2007 that had a fair value of $103,950 as of June 30, 1999 based upon recent private market trades. There is inherent roll-over risk for these borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements. Currently, the Company does not enter into financial instruments transactions for trading or other speculative purposes or to manage interest rate exposure, and does not have investments in debt or equity securities. The Company transacts sales and purchases primarily in U.S. Dollars and maintains minimum cash balances denominated in foreign currencies. The Company does not enter into foreign currency hedge transactions. Through December 31, 1998, foreign currency fluctuations have not had a material impact on the Company's consolidated financial position or results of operations or cash flows in any one year and the Company does not believe that its exposure to foreign currency rate fluctuations is material. 20 PART II-OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: EX-10.1 Letter Agreement between Banco Popular and Wallace International de Puerto Rico, Inc. dated June 1, 1999. EX-10.2 Letter Agreement between C.J. Vander Ltd. and Nat West P.L.C. dated August 5, 1999. EX-10.3 Employment Agreement dated as of July 8, 1999 between Ami A. Trauber and the Company. EX-11 Computation of Net Loss per Common Share. EX-27 Financial Data Schedule. (b) Reports on Form 8-K: There were no reports filed on Form 8-K during the three months ended June 30, 1999. 21 SYRATECH CORPORATION AND SUBSIDIARIES 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. Syratech Corporation Dated: August 13, 1999 /S/ AMI A. TRAUBER ---------------------------------------- Ami A. Trauber Executive Vice President, Chief Financial Officer, Treasurer (Principal Financial and Accounting Officer) 22