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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
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: 641-792-7000
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 ___
---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes X No___
---
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 2003:
Common Stock, $1.25 par value - 78,334,052
------------------------------------------
1
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended March 31, 2003
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income ........................................................... 3
Consolidated Balance Sheets ................................................................. 4
Consolidated Statements of Cash Flows ....................................................... 5
Notes to Consolidated Financial Statements .................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ....... 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk .................................. 19
Item 4. Controls and Procedures ..................................................................... 19
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................................................ 20
Signatures .................................................................................. 21
Certifications .............................................................................. 22
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Consolidated Statements of Income
Three Months Ended
March 31
--------------------------------
In thousands, except per share data 2003 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Net sales $ 1,136,006 $ 1,177,643
Cost of sales 935,886 918,213
--------------------------------
Gross profit 200,120 259,430
Selling, general and administrative expenses 122,543 152,191
Restructuring charges 9,387 -
--------------------------------
Operating income 68,190 107,239
Interest expense (13,779) (17,407)
Other - net (1,990) 996
--------------------------------
Income from continuing operations before income taxes and minority interest 52,421 90,828
Income taxes 17,823 30,881
--------------------------------
Income from continuing operations before minority interest 34,598 59,947
Minority interest - (1,866)
--------------------------------
Income from continuing operations 34,598 58,081
Discontinued operations:
Loss from discontinued operations (118) (1,317)
--------------------------------
Net income $ 34,480 $ 56,764
================================
Basic earnings (loss) per common share:
- ------------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations $ 0.44 $ 0.75
Discontinued operations - (0.02)
Net income $ 0.44 $ 0.74
Diluted earnings (loss) per common share:
- ------------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations $ 0.44 $ 0.75
Discontinued operations - (0.02)
Net income $ 0.44 $ 0.73
See notes to consolidated financial statements.
3
MAYTAG CORPORATION
Consolidated Balance Sheets
March 31 December 31
In thousands, except share data 2003 2002
- --------------------------------------------------------------------------------
Assets
Current assets
- --------------------------------------------------------------------------------
Cash and cash equivalents $ 10,208 $ 8,106
Accounts receivable-net 623,202 586,447
Inventories 493,889 468,433
Deferred income taxes 67,763 66,911
Other current assets 59,890 116,803
Discontinued current assets 77,132 76,899
------------------------------
Total current assets 1,332,084 1,323,599
Noncurrent assets
- --------------------------------------------------------------------------------
Deferred income taxes 180,383 190,726
Prepaid pension cost 1,765 1,677
Intangible pension asset 79,139 79,139
Goodwill 280,952 280,952
Other intangibles 35,261 35,573
Other noncurrent assets 63,236 65,270
Discontinued noncurrent assets 60,086 61,205
------------------------------
Total noncurrent assets 700,822 714,542
Property, plant and equipment
- --------------------------------------------------------------------------------
Property, plant and equipment 2,524,614 2,494,908
Less accumulated depreciation 1,469,488 1,428,800
------------------------------
Total property, plant and equipment 1,055,126 1,066,108
------------------------------
Total assets $ 3,088,032 $ 3,104,249
==============================
See notes to consolidated financial statements.
4
MAYTAG CORPORATION
Consolidated Balance Sheets-Continued
March 31 December 31
In thousands, except share data 2003 2002
- ------------------------------------------------------------------------------------------------
Liabilities and Shareowners' Equity
Current liabilities
- ------------------------------------------------------------------------------------------------
Notes payable $ 297,931 $ 178,559
Accounts payable 350,220 363,639
Compensation to employees 76,706 95,329
Accrued liabilities 245,241 228,471
Current portion of long-term debt 43,853 195,312
Discontinued current liabilities 101,627 102,430
------------------------------
Total current liabilities 1,115,578 1,163,740
Noncurrent liabilities
- -----------------------------------------------------------------------------------------------
Long-term debt, less current portion 735,320 738,767
Postretirement benefit liability 524,181 517,510
Accrued pension cost 504,360 488,751
Other noncurrent liabilities 117,310 131,525
Discontinued noncurrent liabilities 21,817 21,817
------------------------------
Total noncurrent liabilities 1,902,988 1,898,370
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 437,797 438,889
Retained earnings 1,317,156 1,296,805
Cost of common stock in treasury (2003--38,816,541 shares;
2002--38,862,526 shares) (1,471,080) (1,473,432)
Employee stock plans (9,896) (14,120)
Accumulated other comprehensive loss (350,949) (352,441)
------------------------------
Total shareowners' equity 69,466 42,139
------------------------------
Total liabilities and shareowners' equity $ 3,088,032 $ 3,104,249
==============================
See notes to consolidated financial statements.
5
Maytag Corporation
Consolidated Statements of Cash Flows
Three Months Ended
March 31
----------------------------
In thousands 2003 2002
- ------------------------------------------------------------------------------------------------
Operating activities
- ------------------------------------------------------------------------------------------------
Net income $ 34,480 $ 56,764
Adjustments to reconcile net income to net cash provided by
continuing operating activities:
Net loss from discontinued operations 118 1,317
Minority interests - 1,866
Depreciation 40,024 38,369
Amortization 241 298
Deferred income taxes 9,491 7,144
Restructuring charges, net of cash paid 8,936 (1,798)
Changes in working capital items exclusive of business
acquisitions:
Accounts receivable (36,755) (51,202)
Inventories (25,456) (45,587)
Other current assets 56,913 2,829
Other current liabilities (11,192) 47,859
Pension assets and liabilities 15,521 (16,781)
Postretirement benefit liability 6,671 5,073
Other - net (10,697) 2,287
----------------------------
Net cash provided by continuing operating activities 88,295 48,438
Investing activities
- ------------------------------------------------------------------------------------------------
Capital expenditures (36,798) (50,439)
----------------------------
Investing activities-continuing operations (36,798) (50,439)
Financing activities
- ------------------------------------------------------------------------------------------------
Treasury stock purchases (1,021) -
Net proceeds (repayment) of notes payable 119,373 (64,279)
Repayment of long-term debt (155,456) (3,668)
Stock options exercised and other common stock transactions 208 12,120
Dividends on common stock (14,097) (13,863)
Dividends on minority interests - (3,718)
Cash to discontinued operations (43) (645)
----------------------------
Financing activities-continuing operations (51,036) (74,053)
Effect of exchange rates on cash 1,641 562
----------------------------
Increase (decrease) in cash and cash equivalents 2,102 (75,492)
Cash and cash equivalents at beginning of period 8,106 109,370
----------------------------
Cash and cash equivalents at end of period $ 10,208 $ 33,878
============================
Cash flows from discontinued operations
- ------------------------------------------------------------------------------------------------
Decrease in cash $ (361) $ (4,958)
============================
See notes to consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Consolidated Financial Statements
March 31, 2003
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
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 accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2003
are not necessarily indicative of the results that are expected for the year
ending December 31, 2003. 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, 2002.
NOTE B - COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax are as follows
(in thousands):
Three months ended March 31 2003 2002
- -------------------------------------------------------------------------------
Net income $ 34,480 $ 56,764
Other comprehensive income items,
net of income taxes
Unrealized losses on securities (23) (525)
Unrealized gains on hedges - 267
Foreign currency translation gain 1,515 571
-------------------------------
Total other comprehensive gain 1,492 313
-------------------------------
Comprehensive income $ 35,972 $ 57,077
===============================
The components of accumulated other comprehensive loss, net of related tax are
as follows:
March 31 December 31
In thousands 2003 2002
- -------------------------------------------------------------------------------
Minimum pension liability adjustment $(341,659) $ (341,659)
Unrealized losses on securities (590) (567)
Foreign currency translation loss (8,700) (10,215)
-------------------------------
Accumulated other comprehensive loss $(350,949) $ (352,441)
===============================
7
NOTE C - INVENTORIES
Inventories consisted of the following:
March 31 December 31
In thousands 2003 2002
- --------------------------------------------------------------------------------
Raw materials $ 69,230 $ 71,563
Work in process 52,369 51,919
Finished goods 449,406 422,309
Supplies 8,463 8,736
-------------------------------------
Total FIFO cost 579,468 554,527
Less excess of FIFO cost over LIFO 85,579 86,094
-------------------------------------
Inventories $ 493,889 $ 468,433
=====================================
NOTE D - EARNINGS (LOSS) PER SHARE
The following table sets forth the components for computing basic and diluted
earnings (loss) per share:
Three months ended
March 31
--------------------
In thousands except per share data 2003 2002
- --------------------------------------------------------------------------------
Numerator for basic and diluted earnings (loss) per share-
income from continuing operations $ 34,598 $ 58,081
========= =========
Numerator for basic and diluted earnings (loss) per share-
loss from discontinued operations $ (118) $ (1,317)
========= =========
Numerator for basic and diluted earnings (loss) per share-
net income $ 34,480 $ 56,764
========= =========
Denominator for basic earnings per share--
weighted-average shares 78,364 77,004
Effect of dilutive securities:
Stock option plans 208 936
--------- ---------
Denominator for diluted earnings per share--
adjusted weighted-average shares 78,572 77,940
========= =========
NOTE E--CONTINGENCIES
Maytag has contingent liabilities arising in the normal course of business,
including: guarantees, repurchase agreements, pending litigation, environmental
remediation, taxes and other claims which are not considered to be significant
in relation to Maytag's consolidated financial position, results of operations
or cash flows.
8
NOTE F - SEGMENT REPORTING
Maytag has two reportable segments: home and commercial appliances. The home
appliances segment manufactures and sells appliances (laundry products,
dishwashers, refrigerators, cooking appliances and floor care products). These
products are sold primarily to major national retailers and independent retail
dealers in North America and targeted international markets.
The commercial appliances segment manufactures and sells 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 reportable segments are distinguished by the nature of products manufactured
and types of customers.
Financial information for reportable segments consisted of the following:
Three Months Ended
March 31
-----------------------------
In thousands 2003 2002
- ------------------------------------------------------------------------------
Net sales
Home appliances $ 1,073,834 $ 1,119,236
Commercial appliances 62,172 58,407
-----------------------------
Consolidated total $ 1,136,006 $ 1,177,643
=============================
Operating income
Home appliances $ 77,765 $ 118,959
Commercial appliances 2,098 1,344
-----------------------------
Total for reportable segments 79,863 120,303
Corporate (11,673) (13,064)
-----------------------------
Consolidated total $ 68,190 $ 107,239
=============================
9
The reconciliation of segment profit to consolidated income from continuing
operations before income taxes and minority interests consisted of the
following:
Three Months Ended
March 31
-------------------------
In thousands 2003 2002
- --------------------------------------------------------------------------------
Total operating income for reportable segments $ 79,863 $ 120,303
Corporate (11,673) (13,064)
Interest expense (13,779) (17,407)
Other - net (1,990) 996
-------------------------
Income from continuing operations before income
taxes and minority interests $ 52,421 $ 90,828
=========================
Asset information for Maytag's reportable segments consisted of the following:
March 31 December 31
In thousands 2003 2002
- --------------------------------------------------------------------------------
Total assets
Home appliances $ 2,361,926 $ 2,304,219
Commercial appliances 123,569 117,600
-------------------------
Total for reportable segments $ 2,485,495 $ 2,421,819
Corporate 465,319 544,326
Discontinued operations 137,218 138,104
-------------------------
Consolidated total $ 3,088,032 $ 3,104,249
=========================
10
NOTE G - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangibles consist of the following:
March 31 December 31
In thousands 2003 2002
- --------------------------------------------------------------------------------
Gross goodwill $ 401,881 $ 401,881
Accumulated amortization (120,929) (120,929)
-----------------------------
Net goodwill $ 280,952 $ 280,952
=============================
Gross other intangibles--amortized
Trademarks $ 35,000 $ 35,000
Other 4,068 4,068
Accumulated amortization (3,807) (3,495)
-----------------------------
Net other intangibles $ 35,261 $ 35,573
=============================
As of March 31, 2003, Maytag had net goodwill of $281 million with $265.8
million reflected in its home appliances reportable segment and $15.2 million
reflected in its commercial appliances reportable segment. Estimated
amortization expense for other intangibles will be approximately $1.2 million
for each of the next five years.
NOTE H - RESTRUCTURING CHARGES
Restructuring reserve activity for the twelve months ended December 31, 2002
consisted of the following:
Balance Charged to Balance
December 31 Earnings Cash Non-Cash December 31
Description of reserve (in thousands) 2001 2002 Utilization Utilization 2002
- -----------------------------------------------------------------------------------------------------------------------
Severance and related expense $ 6,903 $ 4,128 $ (4,629) $ (2,292) $ 4,110
Asset write-downs and accelerated
depreciation - 28,627 - (28,627) -
---------------------------------------------------------------------------
Total $ 6,903 $ 32,755 $ (4,629) $ (30,919) $ 4,110
---------------------------------------------------------------------------
The December 31, 2001 restructuring reserve balance of $6.9 million consisted of
severance items that were paid or utilized in 2002 associated with restructuring
charges recorded in 2000 and 2001.
In the fourth quarter of 2002, Maytag announced it would close its refrigeration
manufacturing facility in Galesburg, Illinois by the end of 2004. The Company
recorded a $67.1 million pre-tax restructuring charge including $32.8 million
for asset impairments, accelerated depreciation and severance and related costs
as shown in the table above. The remaining $34.4 million charge related to
pension and postretirement health care benefits curtailments that are reflected
in the Accrued pension cost and Postretirement benefit liability on the
Consolidated Balance Sheets. The total pre-tax restructuring charges are
estimated to be in the range of $130 to $145 million. The remaining expenses are
expected to be incurred in 2003 and 2004. Approximately $25 million of the total
restructuring charge will be cash items primarily covering severance costs and
costs to move equipment. A $9.4 million pre-tax charge related to this
restructuring was recorded in the first quarter of 2003. Cash expenditures for
the three months ended March 31, 2003 related to this charge were $0.5 million.
11
Restructuring reserve activity for the three months ended March 31, 2003
consisted of the following:
Balance Charged to Balance
December 31 Earnings Cash Non-Cash March 31
Description of reserve (in thousands) 2002 2003 Utilization Utilization 2003
- --------------------------------------------------------------------------------------------------------------------------------
Severance and related expense $ 4,110 $ 2,295 $ (109) $ - $ 6,296
Moving expenses - 342 (342) - -
Accelerated depreciation - 6,750 - (6,750) -
-------------------------------------------------------------------------------
Total $ 4,110 $ 9,387 $ (451) $ (6,750) $ 6,296
===============================================================================
In April 2003, Maytag announced it expected to record a restructuring charge of
approximately $20 million in the second quarter of 2003 in connection with a
salaried workforce reduction of approximately 500 jobs. The charge includes
severance and early retirement incentives for which cash expenditures are
expected to be approximately $10 million in the second quarter.
NOTE I - STOCK PLANS
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related interpretations
in accounting for its employee stock options and awards. Under APB 25, employee
stock options are valued using the intrinsic method, and no compensation expense
is recorded when the exercise price of options equals or is greater than the
fair market value of the underlying stock on the date of grant. The following
table shows the effect on net income and earnings per share if the Company had
applied the fair value recognition provision of FASB Statement No. 123,
"Accounting for Stock-Based Compensation."
Three months ended March 31,
(in thousands, except per per share data) 2003 2002
- ----------------------------------------------------------------------------------------------
Net income, as reported $ 34,480 $ 56,764
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (1,449) (2,439)
------------------------------
Pro forma net income $ 33,031 $ 54,325
==============================
Basic earnings per share - as reported $ 0.44 $ 0.74
Diluted earnings per share-as reported $ 0.44 $ 0.73
Basic earnings per share - pro forma $ 0.42 $ 0.71
Diluted earnings per share-pro forma $ 0.42 $ 0.70
12
NOTE J - WARRANTY RESERVE
The Company provides a basic limited warranty for all of its major appliance,
floor care and commercial products. The specific terms and conditions of those
warranties vary depending upon the product sold. A liability for the estimated
costs that will be incurred during the warranty period is recorded at the same
time that revenues are recognized. Factors that can affect the total warranty
liability include the number of units shipped to customers, historical and
anticipated rates of warranty claims and cost per claim. On a quarterly basis,
an assessment is made of the adequacy of the warranty reserve resulting in
adjustments as necessary.
Changes in warranty liability for the three months ended March 31, 2003 and 2002
are as follows:
Three months ended
March 31
Warranty reserve (in thousands) 2003 2002
- --------------------------------------------------------------------------------
Balance at beginning of period $ 100,489 $ 111,725
Warranties accrued during the period 24,846 24,625
Settlements made during the period (31,371) (28,085)
Changes in liability for adjustments
during the period, including expirations
9,641 (647)
-------------------------
Balance at end of period $ 103,605 $ 107,618
=========================
An optional extended warranty is offered to retail purchasers of the Company's
major appliances. Sales of extended warranties are recorded as deferred revenue
on the Consolidated Balance Sheets. Deferred revenue is amortized into income on
a straight-line basis over the length of the extended warranty contracts.
Payments on extended warranty contracts are expensed as incurred. The majority
of this exposure has been transferred to a third party insurance provider.
Premiums paid for this insurance are recorded as deferred charges on the
Consolidated Balance Sheet and amortized to expense on a straight-line basis
over the life of the extended warranty contracts.
NOTE K - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) recently issued Interpretation
No. 46, "Consolidation of Variable Interest Entities." The interpretation
explains how to identify variable interest entities and how an enterprise
assesses its interests in a variable interest entity to decide whether to
consolidate that entity. It requires existing unconsolidated variable interest
entities to be consolidated by an entity if it is the primary beneficiary. A
primary beneficiary of a variable interest entity is the party that absorbs a
majority of the entity's expected losses, receives a majority of its expected
residual returns, or both, as a result of holding variable interests. This
interpretation applies immediately to variable interest entities created after
January 31, 2003 and the first fiscal year or interim period beginning after
June 15, 2003 to variable interest entities in which a company holds a variable
interest that it acquired before February 1, 2003. Maytag does not expect the
interpretation to have any effect on its consolidated financial position.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Maytag has two reportable segments: home appliances and commercial appliances
(see additional discussion and financial information in the "Segment Reporting"
section of the Notes to Consolidated Financial Statements).
Net Sales: Consolidated net sales for the first quarter of 2003 were $1.136
billion, a decrease of approximately four percent compared to the same period in
2002. Sales decreased due to weakness in the home appliances segment.
Home appliances net sales, which include major appliances, floor care products
and international export sales, decreased four percent compared to 2002. This
decrease was due to lower sales of both major appliances and floor care
products. Sales of appliances decreased due to lower industry shipments in the
quarter and a decrease in Maytag's overall market share compared to the first
quarter of 2002. However, overall market share in the first quarter of 2003
increased compared to the fourth quarter of 2002. The negative effects on sales
were partially offset by higher average selling prices associated with improved
product mix. Sales of floor care products also decreased because of lower
industry shipments, a decrease in market share, pricing decreases and a product
mix shift towards products in lower price categories. Market share of floor care
products in the first quarter increased compared to the fourth quarter of 2002.
Two new floor care products are planned for introduction in the second half of
2003 that are intended to compete at lower price points.
U.S. industry unit shipments of major appliances were down two percent for the
first quarter of 2003. For full year 2003, the Company expects the major
appliances industry to be flat compared to 2002. Floor care industry shipments
were down approximately seven percent for the first quarter of 2003. Maytag
expects the floor care industry shipments for the full year 2003 to be flat to
up one percent compared to 2002.
Commercial appliances net sales, which include vending equipment and commercial
cooking products, increased six percent in the first quarter of 2003 compared to
2002. The increase was due partially to improved product mix of vending
equipment sales. Increases in sales of glass-front venders helped to offset
decreases in sales of traditional venders. The increase also is attributable to
a more diversified product mix including expanded vender refurbishment and coin
changer businesses. Maytag expects the vending equipment industry to be down 10
to 15 percent in 2003 compared to 2002. However, the Company expects increased
average selling prices to continue in 2003 offsetting much of the industry
weakness.
Gross Profit: Consolidated gross profit as a percent of sales decreased to 17.6
percent in the first quarter of 2003 from 22.0 percent in the first quarter of
2002. This decrease resulted primarily from higher costs across all business
segments and pricing actions in the Home Appliance segment.
An increase in pension and post-retirement medical expenses due to assumption
changes for 2003 was a primary reason for higher costs in the first quarter of
2003. The assumption changes for 2003 included a higher discount rate, a lower
expected rate of return on pension assets, and a higher trend rate for health
care costs as compared to the same assumptions for 2002. Material cost increases
also negatively impacted gross profit as a percent of sales. Maytag was not able
to offset higher commodity prices with procurement initiatives in the first
quarter of 2003. The increase in material costs adversely impacted gross profit
as a percent of sales for all business segments. In addition to these cost
increases, Maytag also recorded additional costs for several product-related
matters in the Home Appliance segment including a product recall.
Gross profit as a percent of sales was also negatively impacted by competitive
pricing pressure in the floor care product category within the Home Appliance
segment. In an attempt to maintain and grow revenues, Maytag reduced prices for
several floor care products. As these reduced prices did not result in an
increase in volume, the impact to gross profit as a percent of sales was
significant.
14
Maytag has announced and implemented several cost reduction initiatives
including restructuring. Based upon these initiatives, the Company expects to
offset the cost increases that have impacted gross profit as a percent of sales
in the second half of 2003. Additionally, as described in Net Sales, Maytag is
planning to introduce two new lower-cost floor care products that have been
specifically designed for the lower priced segment of the market. These new
products should allow Maytag to compete more profitably at lower price points.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 10.8% of sales in the first quarter of 2003
compared to 12.9% of sales in the first quarter of 2002. The primary reason for
the decline as a percent of sales was a planned reduction in discretionary
spending including a substantial decrease in national advertising expenses in
the first quarter of 2003. National advertising expenses are planned at a higher
rate in the second half of the year in order to match scheduled product
introductions. Several cost reduction initiatives also resulted in lower general
and administrative expenses. These cost reduction initiatives were implemented
to help offset the anticipated increases in material costs and pension expense.
Maytag has also announced restructuring plans that will facilitate lower general
and administrative costs in future quarters. In addition to the effect of the
planned reduction in expenses, annual incentive compensation expense was lower
in the first quarter of 2003 as compared to 2002 based on lower than planned
operating income.
Restructuring Charges: In the fourth quarter of 2002, the Company announced it
would close its refrigeration manufacturing facility in Galesburg, Illinois by
the end of 2004. The total pre-tax restructuring charges are estimated to be in
the range of $130 to $145 million. A $67.1 million pre-tax restructuring charge
was recorded in 2002 related to pension and postretirement health care benefits
curtailment charges, asset impairments,accelerated depreciation and severance
and related costs. The remaining expenses are expected to be recorded in 2003
and 2004. Approximately $25 million of the total restructuring charge will be
cash items primarily for severance costs and costs to move equipment. A pre-tax
restructuring charge of $9.4 million was recorded in the first quarter of 2003.
Cash expenditures for the three months ended March 31, 2003 related to this
charge were $0.5 million.
In April 2003, Maytag announced an additional restructuring program and that it
expects to record a pre-tax charge of approximately $20 million in the second
quarter of 2003 in connection with a salaried workforce reduction of
approximately 500 jobs. This reduction is expected to generate $20 million of
cost savings for the remainder of 2003 and nearly $40 million on an annualized
basis. The charge will include severance and early retirement incentives for
which cash expenditures are expected to be approximately $10 million in the
second quarter.
Operating Income: Consolidated operating income as a percent of sales for the
first quarter of 2003 was 6.0 percent, compared to 9.1 percent in 2002. The 2003
results include $9.4 million of restructuring charges for closing the
refrigeration manufacturing facility in Galesburg, Illinois. The decrease in
operating income as a percent of sales was due to the decrease in gross profit
as a percent of sales and restructuring costs, partially offset by the decrease
in selling, general and administrative expenses as a percent of sales, all as
discussed above.
Home appliance operating income as a percent of sales for the first quarter of
2003 was 7.2 percent, compared to 10.6 percent in 2002. The 2003 results include
$9.4 million of restructuring charges. The decrease in operating income as a
percent of sales was due to the decrease in gross profit as a percent of sales
and restructuring costs, partially offset by the decrease in selling, general
and administrative expenses as a percent of sales, all as discussed above.
Commercial appliances operating income as a percent of sales for the first
quarter of 2003 was 3.4 percent, compared to 2.3 percent in 2002. Operating
income as a percent of sales increased due to improved gross profit as a percent
of sales and reduced selling, general and administrative costs as a percent of
sales.
15
General corporate operating expenses for the first quarter of 2003 compared to
2002 decreased 11 percent. The decrease was due to lower incentive compensation
and overall curtailment of expenditures in 2003.
Interest Expense: Interest expense for the first quarter of 2003 was 21% lower
than 2002 due to both lower debt levels and average interest rates.
Income Taxes: The effective tax rates as of March 31, 2003 and 2002 were 34
percent for both periods. Potential federal and state legislative tax changes,
coupled with the 2002 retirement of a minority interest, could result in an
increase in the effective tax rate in 2003.
Net Income: The decrease in net income for the first quarter of 2003, compared
to 2002, was due primarily to the decrease in operating income. The decrease in
diluted earnings per share for the first quarter of 2003 compared to 2002 was
also due primarily to the decrease in operating income as average diluted shares
outstanding were comparable.
Liquidity and Capital Resources
The Company's primary sources of liquidity are cash provided by operating
activities and borrowings. Detailed information on cash flows is presented in
the 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, changes in pension assets and liabilities and
postretirement medical benefits. Non-cash items include depreciation and
amortization and deferred income taxes. Working capital items consist primarily
of accounts receivable, inventories, other current assets and other current
liabilities.
Net cash provided by continuing operations for the first quarter of 2003 was $88
million, an increase of $40 million from the prior year. The increase was due
primarily to $30 million in voluntary pension contributions in the first quarter
of 2002; there were none in the first quarter of 2003. Although Maytag has no
minimum ERISA funding requirements, pension contributions are planned at $135
million for 2003. Other current assets decreased compared to December 31, 2002
due primarily to a tax refund received in the first quarter of 2003. Inventories
and accounts receivable balances as of March 31, 2003 increased compared to
December 31, 2002 mainly due to seasonality.
A substantial portion of accounts receivable is concentrated among major
national retailers. A significant loss of business with any of these retailers
could have an adverse impact on ongoing operations. The Company continues to
sell products to a major retailer that has filed for reorganization under
bankruptcy laws. The accounts receivable balance with this retailer was less
than one percent of net accounts receivable at March 31, 2003.
Certain, accounts receivable are sold to an unconsolidated finance company in
which Maytag has a 50 percent ownership interest and shares equally in returns
and losses of the finance company. These accounts receivable are sold without
recourse although the Company is required to repurchase repossessed inventory.
No such repurchases have been required to date nor are any anticipated. A total
of $30 million of receivables and $11 million of debt were outstanding at March
31, 2003 on the unconsolidated finance company's balance sheet. The investment
in the finance company is accounted for using the equity method and a total
investment of $1.6 million was reflected on the Consolidated Balance Sheet as of
March 31, 2003.
Total Investing Activities: Maytag's capital expenditures represent continued
investments in its businesses for such items as new product designs, cost
reduction programs, replacement of equipment, targeted capacity expansion and
government mandated product requirements. Capital expenditures for the first
quarter of 2003
16
were $37 million compared to $50 million in 2002. The Company plans to invest
approximately $240 million in capital expenditures in 2003 compared to $230
million in 2002.
Total Financing Activities: Dividend payments on common stock for both the first
quarter of 2003 and 2002 were $14 million or $0.18 per share for both periods.
Any funding requirements for future investing and financing activities in excess
of cash on hand and generated from operations will be supplemented by
borrowings. A commercial paper program is supported by two credit agreements
with a consortium of lenders that provide revolving credit facilities of $200
million each, totaling $400 million. These agreements expire April 29, 2004 and
May 3, 2004. The Consolidated Balance Sheets reflect $298 million of commercial
paper outstanding as of March 31, 2003 that is classified as notes payable. The
credit agreements include financial covenants with respect to interest coverage
and debt to earnings before interest, taxes, depreciation and amortization. The
Company was in compliance with these covenants as of March 31, 2003 and expects
to be in compliance with these financial covenants through the end of 2003. The
existence of an event of default under the credit agreements or the termination
of the credit agreements because of an event of default would adversely impact
the Company's ability to borrow through the sale of commercial paper. The
Company has a shelf registration statement with the Securities and Exchange
Commission providing the ability to issue publicly an aggregate of $300 million
of debt securities as of March 31, 2003.
Maytag reduced debt obligations by $36 million in the first quarter of 2003. The
current portion of long-term debt decreased $152 due primarily to a $150 million
principal payment on a medium term note. Notes payable increased $119 million
due mainly to borrowings used to fund this repayment. For the full year 2003 the
Company expects to reduce debt obligations by $100 million.
Shareowners' Equity: Shareowner's equity is at a historically low level due to a
share repurchase program that increased the cost of treasury stock held from
$219 thousand at December 31, 1994 to $1.5 billion at March 31, 2003. The
Company has also made pension liability adjustments as required by FASB
Statement No. 87 due to the underfunded status of its pension plans that reduced
equity in 2002 and 2001. Management does not believe that the current low level
of equity poses a risk to liquidity because cash flow is strong and there are no
covenants in any debt instruments that include equity or debt-to-asset ratios.
Market Risks
The Company is exposed to foreign currency exchange risk for its transactions,
assets and liabilities denominated in foreign currencies. To manage certain
foreign exchange exposures, foreign currency forward contracts are utilized.
Portions of the anticipated foreign currency denominated export sales
transactions, which are denominated primarily in Canadian dollars, are hedged.
There is also an exposure to commodity price risk due to the purchase of
selected commodities used in the manufacture of products. To reduce the effect
of changing raw material prices for selected commodities, commodity swap
agreements are used to hedge a portion of anticipated raw material purchases on
selected commodities.
The Company also is exposed to interest rate risk in its debt portfolio and thus
uses interest rate swap contracts to adjust the proportion of total debt that is
subject to variable and fixed interest rates. The swaps involve the exchange of
fixed and variable rate payments without exchanging the notional principal
amount.
There have been no material changes in the reported market risks of the Company
since December 31, 2002. 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, 2002.
17
Future Obligations and Commitments
Future obligations and commitments consisted of the following:
Future Obligations Due by Year
------------------------------------------------------------------------
in thousands Total 2003 2004 2005 2006 2007 Thereafter
- ------------------------------------------------------------------------------------------------------------------------------
Long-term debt $ 779,173 $ 43,853 $ 26,097 $ 6,027 $ 414,967 $ 8,000 $ 280,229
Notes payable 297,931 297,931 - - - - -
Commitments for capital
expenditures 130,661 130,661 - - - - -
---------------------------------------------------------------------------------------
Future obligations and commitments $ 1,207,765 $ 472,445 $ 26,097 $ 6,027 $ 414,967 $ 8,000 $ 280,229
In the normal course of business operations, Maytag also has long-term purchase
commitments covering certain raw materials and operating leases that are not
included in the table above.
Contingencies
Maytag has contingent liabilities arising in the normal course of business,
including pending litigation, environmental remediation, taxes and other claims.
The Company's legal department estimates the costs to settle pending litigation,
including legal expenses, based on its experience involving similar cases,
specific facts known, and, if applicable, based on judgments of outside counsel.
It believes the outcome of these matters will not have a materially adverse
effect on its consolidated financial position, results of operations or cash
flows.
In February 2003, a jury entered a verdict of $2.1 million in compensatory
damages and $17.9 million in punitive damages against Amana Company, L.P, the
entity from which Maytag purchased the Amana businesses in 2001. The case
involved the termination of a commercial distributorship for Amana products
prior to Maytag's acquisition of the Amana business. The punitive damage award
was recently reduced to $10 million by the trial court. The Company is appealing
the entire verdict and believes that the ultimate resolution of the case will
not have a material impact on its financial position.
As of March 31, 2003, there were approximately $49 million in stand-by letters
of credit primarily associated with the requirement to fund certain unqualified
pension plans in the event of a change in control.
Forward-Looking Statements
This Management's Discussion and Analysis contains statements that 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: "expect(s)," "intend(s),"
"may impact," "plan(s)," "should," "believe(s)", "anticipate(s)" or similar
terms. The Company or its representatives may also make similar forward-looking
statements from time to time orally or in writing. The reader is cautioned that
these forward-looking statements are subject to a number of risks,
uncertainties, or other factors that may cause (and in some cases have caused)
actual results to differ materially from those described in the forward-looking
statements. These risks and uncertainties include, but are not limited to, the
following: business conditions and growth of industries in which the Company
competes, including changes in economic conditions in the geographic areas where
its 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 introductions;
significant loss of business or inability to collect accounts receivable from a
major national retailer; the cost and availability of raw materials and
purchased components, including the impact of tariffs; the timing and progress
with which it can continue to achieve further cost reductions and savings from
its selling, general and administrative expenses and restructuring initiatives;
union labor
18
relationships; progress on capital projects; the impact of business acquisitions
or dispositions; the ability of Maytag to integrate the operations from
acquisitions into its operations; increasing pension and postretirement health
care costs; the costs of complying with governmental regulations; litigation,
product warranty claims, energy supply, pricing, or supplier disruptions,
currency fluctuations or the material worsening of economic and political
situations around the world.
These factors may not constitute all factors that could cause actual results to
differ materially from those discussed in any forward-looking statement. The
Company operates in a continually changing business environment and new facts
emerge from time to time. It cannot predict such factors nor can it assess the
impact, if any, of such factors on its financial position or its results of
operations. Accordingly, forward-looking statements should not be relied upon as
a predictor of actual results. Maytag disclaims any responsibility to update any
forward-looking statement provided in this document.
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 of Financial
Condition and Results of Operations.
Item 4. Controls and Procedures
Within the 90 days prior to the date of the filing of this report, the Company
carried out an evaluation, under the supervision and with the participation of
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the disclosure controls and
procedures pursuant to Rule 13a-14 under the Exchange Act of 1934. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective in timely
alerting them to material information required to be included in the periodic
SEC filings for Maytag (including its consolidated subsidiaries).
There were no significant changes in internal controls or in other factors that
could significantly affect these internal controls subsequent to the date of our
most recent evaluation.
19
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
Item 6. Exhibits and Reports on Form 8-K.
Exhibit Description
------- -----------
10 Credit Agreement (364-Day) dated May 1, 2003
12 Computation of Ratio of Earnings to Fixed Charges
99.1 Certification by Ralph F. Hake, Chief Executive Officer
99.2 Certification by Steve H. Wood, Chief Financial Officer
(b) Reports on Form 8-K
Form 8-K dated April 16, 2003 furnishing quarterly earnings release for
three months ended March 31, 2003 under Item 9 (although intended to be
furnished under Item 12).
MAYTAG CORPORATION
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAYTAG CORPORATION
Date: May 8, 2003 /s/ Steven H. Wood
------------------
Steven H. Wood
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
-21-
CERTIFICATION REQUIRED BY RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE
ACT OF 1934
I, Ralph F. Hake, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Maytag Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/ Ralph F. Hake
- -----------------
Ralph F. Hake
Chairman and Chief Executive Officer
-22-
CERTIFICATION REQUIRED BY RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE
ACT OF 1934
I, Steven H.Wood, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Maytag Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/s/Steven H. Wood
- -----------------
Steven H. Wood
Executive Vice President and Chief Financial Officer
-23-