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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 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 2-30905
HMI INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1202810
- ----------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
6000 Lombardo Center, Suite 500, Seven Hills, Ohio 44131
- --------------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 986-8008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of class
---------------
Common Stock, $1 par value per share
Indicate by check mark whether 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, and (2) has been subject to such filing requirements
for the past ninety (90) days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Exchange Act). Yes _____ No __X__
The aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the average bid and
asked price on the OTC Bulletin Board, as of March 31, 2003 was $1,731,782.
The number of shares outstanding of the registrant's common stock was 6,745,609
as of January 31, 2004.
Documents Incorporated by Reference
None
Index to Exhibits is found on page 36. This report consists of 63 pages.
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1
TABLE OF CONTENTS
PART I............................................................................................................2
ITEM 1. BUSINESS..............................................................................................2
ITEM 2. PROPERTIES............................................................................................9
ITEM 3. LEGAL PROCEEDINGS.....................................................................................9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................10
PART II..........................................................................................................10
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES................................................................................10
ITEM 6. SELECTED FINANCIAL DATA..............................................................................13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........................................23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..........................................................23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................23
ITEM 9A. CONTROLS AND PROCEDURES.............................................................................23
PART III.........................................................................................................23
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT......................................................23
ITEM 11. EXECUTIVE COMPENSATION..............................................................................26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .....................................................33
PART IV..........................................................................................................35
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.....................................35
SIGNATURES.......................................................................................................38
1
PART I
(DOLLARS IN THOUSANDS)
ITEM 1. BUSINESS
In this document, the words "HMI," "the Company," "we," "our," "ours," and "us"
or any derivation thereof, refer only to HMI Industries Inc., and its direct or
indirect subsidiaries and not any other person or entity.
GENERAL DEVELOPMENT OF THE BUSINESS
We are a manufacturer of high quality indoor air filtration systems whose
products are sold exclusively through a worldwide direct sales channel. We
provide our direct sellers an opportunity, through our quality products and
educational programs, to achieve their individual objectives. Our products, a
high filtration portable surface cleaner and portable room air cleaner are sold
under the trade names Filter Queen(R), Princess(R), Majestic(R), Empress(R), and
Defender(R) (portable room air cleaner only), and our central vacuum cleaning
system is sold under the trade names Vacu-Queen(R) and Majestic II(R).
Although we were known as Health-Mor Inc. until 1995, when our name was changed
to HMI Industries Inc., we continue to distribute our products under the
Health-Mor brand name. HMI was reorganized in 1968 in Delaware, succeeding an
Illinois corporation formed originally in 1928.
From 1998 through 2002 we positioned ourselves to invest in new infrastructure
and pursue additional core growth opportunities by:
a) directing the financial turnaround of the company while increasing
product awareness and brand recognition to strengthen and grow the top
line,
b) divesting all non-core businesses,
c) streamlining processes and lowering costs,
d) successfully completing a $2,000 private offering of our common stock,
e) creating a U.S. program to aid in the retention of Distributors and
help with the development of their professional careers and
independent businesses (see U.S. MARKET below for additional
information),
f) creating and developing Health-Mor at Home(TM), a direct to consumer
outbound sales force designed to assist consumers in locations where
Distributors are no longer located,
g) more fully automating our assembly and distribution by moving all
production areas to a new and more efficient facility in Strongsville,
Ohio, as well as relocating our sales, marketing and executive
personnel to our new corporate world headquarters at 6000 Lombardo
Center, Seven Hills, Ohio, and
h) obtaining approval for our manufacturing facility as both a Medical
Class II facility by the Food and Drug Administration ("FDA") and as a
Foreign Trade Zone. The FDA Medical Class II recognition is the
medical equivalent to the ISO 9001 standards. The Foreign Trade Zone
status provides dollar saving benefits on such things as duty
exemption on re-exports, duty elimination on waste and scrap, no duty
on rejected or defective parts, duty deferral, no duty on domestic
content or value added and relief from local taxes.
2
During Fiscal 2003 we continued to strengthen our core business for the future
by implementing our proven U.S. Edge Success Program into the international
markets, and by adding additional sales leadership within our Asian and European
markets to assist with the training and development of the Edge Success Program.
In addition we continue to build our After-market-sales (AMS) program and
improve lead generations for our network as it learns to work within the new
Federal Do Not Call legislation. See the U.S. MARKETS, MARKETS OUTSIDE THE U.S.,
and MARKETING AND ADVERTISING sections below for additional information.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Our operations consist of a single operating segment. See Note 1 of the Notes to
the Consolidated Financial Statements for further information.
NARRATIVE DESCRIPTION OF BUSINESS
Consumers have become increasingly aware of the potential health concerns posed
by indoor air quality, as noted in the below quoted publications:
>> According to the U.S. Environmental Protection Agency ("EPA"), most
people spend as much as 90% of their time indoors and over half of
that time in their own homes. The EPA has suggested that air levels of
many pollutants inside one's own home may be two to five times, and
sometimes 100 times, higher than outdoor levels. In addition, studies
by the EPA consistently rank indoor air pollution among the top five
environmental risks to public health.
>> According to the March 2003 edition of the Fort Worth Star Telegram:
"...what many people don't know is that indoor air pollutants and
allergens play a bigger role in asthma than outdoor air pollution."
>> Health Magazine suggests two methods to help clear potentially harmful
particles from our air are to "Get a good filter" and "Upgrade your
vacuum."
>> In October 2003 CertifiedAllergy.com advises "Avoid reservoirs of
allergens...proper filtration is extremely important to breathe
healthier air."
>> In September 2003 John Kirkwood, President and Chief Executive Officer
of the American Lung Association, stated that, "Exposure to particle
pollution has been linked with deaths from heart and lung disease and
with lung cancer. Particle pollution can also aggravate lung health
problems such as asthma and chronic bronchitis causing those who
suffer from those diseases to use more medication and visit their
doctor more often."
We regard ourselves as a leader in the management of indoor air quality by
offering a complete solution that keeps indoor air cleaner and safer to breathe.
In his 2002 study, Dr. Peter Dingle, Doctor of Environmental Toxicology at
Murdoch University states that, "Filter Queen significantly reduced symptoms in
asthmatic children and reduced their need for medication." We believe that
people with and without respiratory problems will notice the benefits of cleaner
indoor air that can be derived from using our products.
Products and Distribution
Our principal products include a high filtration portable surface cleaner that
is marketed as a healthier alternative to the typical vacuum cleaner and a
portable room air cleaner that helps to remove particles, gases and odors from
the air. The two products are sold together as a complete Filter Queen Indoor
Air Quality System(TM) throughout the world.
3
Filter Queen(R) uses a patented multi-filtration system consisting of
Cellupure(R), MEDIPure(R), and Enviropure(R) filter cones and cartridges. The
Filter Queen Indoor Air Quality System(TM) is designed and proven to reduce
airborne particles and allergens such as dust, smoke, pollen, mold spores,
animal dander, dust mites, and harmful fibers that may lead to allergic
reactions. Independent tests confirm that the Filter Queen Indoor Air Quality
System(TM), when used with the above named filters and cartridges, removes
99.98% of particles at .01 micron, which is better than HEPA (high efficiency
particulate arrestance technologies), the industry standard.
We believe that we offer a superior warranty in the U.S. for our high filtration
portable surface cleaner compared with all other U.S. manufacturers and sellers
of vacuum cleaners. We warrant our surface cleaner for a two-year period from
the date of purchase and offer a lifetime service benefit for the replacement of
the surface cleaner's motor at a price not to exceed $99 USD (not in thousands).
We also offer a five-year optional warranty on the portable surface cleaner.
Outside the U.S. we offer a two-year warranty for our high filtration portable
surface cleaner. The portable room air cleaner is warranted for renewable
one-year periods so long as the main air filter is replaced annually. A
five-year warranty is offered for our built-in vacuum system.
Our distribution system consists of approximately 340 Distributors and Importers
who sell our products. Our independent authorized Distributors and Importers
sell our products in more than 25 countries worldwide.
Each Distributor and Importer has a defined territory in which he or she
maintains the exclusive right to sell our company's products. Each Distributor
and Importer sells the products to consumers through an in-home presentation
given by a sales associate who, in some parts of the world, has been trained and
certified by independent HMI trainers as an "Indoor Air Quality Specialist."
Distributors are granted the right to market our products using the
demonstration method and utilizing our trademarks. These same Distributors and
Importers are responsible for providing service and replacement parts and
supplies to the end-consumers in their territories, which provides them with
another source of revenue and potential referral network.
U.S. MARKET. In the United States, we primarily sell our high filtration
portable surface cleaner and portable room air cleaner through Distributors who
sell our products to end consumers through sales associates.
To aid in the retention of Distributors and help with the development of their
professional careers and independent businesses, we developed an award winning
unique training and development program called "The Edge Success Program" (the
"Edge"). The Edge is an innovative, highly structured multi-step program that
provides business training from the earliest level of a new recruit to the most
senior level of a Premier Master Distributor. The program provides incentives at
each level to promote the development and retention of quality Distributors and
sales associates. Personal and professional training includes: sales and
recruiting seminars, a business management correspondence course, and a
week-long educational and training course called the Business Management
Institute ("BMI") designed in conjunction with Cleveland State University in
Cleveland, Ohio. BMI addresses everything from sales techniques; lead
generation; personal finances; moral, legal and ethical standards; human
resource compliance issues; business ownership; and more. Every Distributor that
opens a Filter Queen(R) office must attend BMI. The results prove that offices
operated by BMI graduates are more successful in terms of unit sales and
associate retention than those operated before the inception of the program. The
reward
4
for working your way through The Edge and selling 30,000 Filter Queen(R)
units is $1 million. In May of 2003 we recognized our first millionaire at our
national convention. In May of 2001 we received the distinguished Education for
Life Award from the Direct Selling Association for our unique and outstanding
education program, The Edge Success Program. The Direct Selling Association
recognizes companies in the direct selling industry that go beyond just sales
training. Other companies who received this honor in the past include
Tupperware, Avon and Mary Kay.
In an effort to improve our service to end-consumers, in fiscal 2001 we created
Health-Mor at Home(TM) ("HMAH"). HMAH is a revenue generating inside sales
organization selling replacement parts and services to Filter Queen(R) owners
throughout the United States who no longer have an authorized Distributor in
their area.
The implementation of several FQ@Home Service Center businesses in late fiscal
2003 and into fiscal 2004 will serve to complement our HMAH program. FQ@Home
Service Centers, focused aftermarket businesses aimed at generating repeat
business, are being set-up in territories with a high concentration of customers
and no Distributor. These Service Centers will provide convenient proactive
in-home service for existing Filter Queen(R) customers.
MARKETS OUTSIDE THE U.S. Success in exporting has occurred for us mostly in the
last twenty years. To sell our products in a foreign market, we usually engage
the services of a single Importer to represent our products in each country. We
have less contact with the direct sales networks employed by Importers because
we have fewer field staff outside the U.S. to support such sales networks. Since
each country poses its own unique set of challenges (among others, currency
fluctuations, differing political and economic systems, unique business and
legal environments, inconsistent duty and tax requirements and even civil unrest
and war), it can be very difficult to penetrate a new market without the help of
an individual from that market. As a consequence, we are dependent on our
Importers to address those challenges.
In fiscal 2002 a reorganization of the management for our international market
resulted in the planned introduction of the most successful U.S. programs. For
example in fiscal 2003, The Edge Success Program, BMI, the "System" selling
strategy, and the new power nozzle (formally sold only as an option) were
introduced, with great anticipation, to some of our largest foreign markets in
parts of Asia, Europe and the Middle East.
Marketing and Advertising
Traditionally, we have relied on our Distributors to market and sell our
products to consumers. A portion of the sales of our products by our
Distributors and their sales associates is dependent on telemarketing as a tool
for developing sales leads and arranging in-home demonstrations of our products
with end-consumers who purchase these products. Regulatory efforts in Europe and
the U.S. have focused on imposing more restrictions on telemarketing. In October
2003 the National Do Not Call registry became active, limiting the number of
potential consumers reachable by telephone. There can be no assurance that such
regulations will not further restrict telemarketing, and thereby make it
increasingly difficult to sell our products with the aid of telemarketing.
Because of these increased regulations and the high relative cost of
telemarketing, many of the Distributors have been developing alternative methods
to generate leads for in-home demonstrations. We have assisted our Distributors
by creating a National Exhibit Booth Program that encourages Distributors to
participate in local exhibits, tradeshows, home shows, shopping malls and fairs.
As part of this program we developed a National Sweepstakes Program titled
5
"Live Better Sweepstakes." The Sweepstakes winner will take home a vehicle
valued at $25 or $25 in cash. To promote the sweepstakes program, we created a
portable display booth containing banners, product display pedestals, entry
forms, drop boxes, posters and a "smoke machine" which demonstrates the air
cleaning ability of the Defender(R). The entry forms contain a signature line
that allows Distributors to contact the customer by telephone for the duration
of the contest period. In addition, this program promotes brand awareness in the
Distributor community.
In October 2003 we launched a national direct mail lead generation program
offering consumers the chance to win prizes and an opportunity to view a Filter
Queen(R) presentation. We are sponsoring the Grand Prize of $10 and the second
through fourth prizes. The Distributor is responsible for the fifth and sixth
place prizes. When the customer calls, the Distributor sets an appointment to
verify the winning card, delivers the prize, and has the opportunity to make a
presentation of the Filter Queen Indoor Air Quality System(TM).
Furthermore, in fiscal 2002 we developed an alliance, which we continue today,
with a medical doctor to write a book on the dangers of indoor air pollution. In
his book, Every Breath You Take, Dr. Bill Loughridge explains how to reduce the
negative affects of indoor air pollution. In the "solutions" section of the
book, Dr. Loughridge recommends Filter Queen(R) as the best cleaning system to
help maintain a healthy environment. The book was published in May 2002 and is
available through Ingram Books or HMAH. Filter Queen(R) Distributors have
purchased the book to educate their sales associates and consumers. Many
Distributors give the book away free just for seeing a demonstration. To date
nearly six thousand books have been distributed.
Raw Material
We assemble finished units from parts purchased from various suppliers. The raw
materials used by our manufacturing operations are purchased from a number of
suppliers and substantially all such materials are readily available.
Patents and Trademarks
We have numerous United States and foreign patents, patent and trademark
applications, registered trademarks, and trade names that are used in our
business. We generally own the trademarks under which our products are marketed
and have registered our trademarks and will continue to register and protect
them as they are developed or acquired. Trademarks are registered for varying
finite periods but are usually renewable for an unlimited number of periods so
long as they are still in use. Patents are registered for finite periods and are
not renewable. In the case of trademarks used which are owned by others, we have
entered into long-term license agreements to use the trademarks. We also believe
that certain of the trademarks and trade names are of material importance to the
businesses/products to which they relate and may be of material importance to
our company as a whole. Although protection of our patents and related
technologies are important components of our business strategy, none of the
individual patents is believed to be material to our company. The remaining
duration of the patents and trademarks varies.
Seasonality
Historically we experience lower product sales in our fiscal fourth quarter, as
compared to the first three fiscal quarters, resulting from fluctuations in our
European product sales as the European importers adjust their inventory volumes
in July/August for the standard European
6
holiday month of August. European net product sales approximated 11.8%, 14.6%,
and 19.8% for the fiscal fourth quarters in 2003, 2002, and 2001, respectively,
as compared to the average of the first three fiscal quarters in 2003, 2002, and
2001 of 20.5%, 19.0%, and 23.2%, respectively.
Major Customers and Dependence on Independent Distributors
We are subject to risks specific to the individual customers with whom we do
business. In fiscal 2003 no individual customer accounted for more than 10% of
our product sales. In fiscal 2002 one international customer accounted for more
than 10% of our product sales. This international customers product sales were
11.9% of our total product sales. In fiscal 2001 three international customers
accounted for more than 10% each of our product sales with individual sales of
13.1%, 11.2%, and 10.2% of total product sales.
Our revenues, and the stability of such revenues, are dependent on our
relationships with third-party distributors and their sales persons and their
level of satisfaction with our products and us. The Distributors and Importers
are independent third parties who are not our employees and are not directly
under our control. There can be no assurance that the current relationships with
Distributors and Importers will continue on acceptable terms and conditions to
us, nor can there be any assurance that additional distributorship arrangements
with third parties will be obtained on acceptable terms. Moreover, there can be
no assurance that the Distributors and Importers will devote sufficient time and
resources to our products to enable the products to be successfully marketed.
Failure of some or all of our products to be successfully and efficiently
distributed could have a material adverse effect on our financial condition and
results of operations.
In addition, our business could be adversely affected by a variety of
uncontrollable and changing factors, including but not limited to: difficulty in
protecting our intellectual property rights in a particular foreign
jurisdiction; recessions in economies where our products are sold; longer
payment cycles for and greater difficulties collecting accounts receivable;
export controls, tariffs and other trade protection measures; social, economic
and political instability; and changes in United States and foreign countries
laws and policies affecting trade.
Backlog
We operate monthly with a minimal backlog (backlog at September 30, 2003, 2002,
and 2001 was $-0-, $6, and $-0-, respectively).
Competition
We experience strong competition in the sale of our high filtration portable
surface cleaners, central vacuum systems, and portable room air cleaners. Not
only do we compete for consumer sales but also for Distributors and Importers to
sell our products. Participants in the vacuum and indoor air cleaner industries
compete primarily on price, quality, brand name recognition, product
availability, and product performance, including the perceived amount of
particles removed by a vacuum cleaner or air filter. Economy or disposable
vacuums and indoor air filters are sold through a variety of channels including
department stores, discount houses, appliance stores, and catalogs, generally at
substantially lower prices than our products. According to the latest survey
from the Vacuum Dealers Trade Association, 75% of vacuum sales were through
retail store outlets while direct-selling companies like HMI sold 25%. We
believe that our high filtration portable surface cleaner is superior to other
vacuum cleaners because of its outstanding performance and warranty, as
described in greater detail above under "Products and Distribution."
7
Our high filtration portable surface cleaner (The Majestic(R)) and central
vacuum system (Vacu-Queen(R)) compete with many significant vacuum cleaner
manufacturers and with regional and private label manufacturers, including other
direct selling companies, such as Rainbow, Tristar, Kirby, Miracle Mate,
Electrolux, and Water-Matic, and companies that sell through retail outlets such
as Miele, Eureka, Hoover, Kenmore, and Royal. We also manufacture and distribute
a portable room air cleaner (The Defender(R)) recognized as a Class II Medical
Device by the FDA. There are basically two types of air cleaners. The
Defender(R) is a mechanical filter that forces dirty air through a series of
filters releasing only cleaner, fresher air. The second type is an electrostatic
precipitator that emits an electronic charge into the air. Many electronic
filters also produce ozone, a proven respiratory irritant.
The portable room air cleaner market is primarily a retail and catalog business.
HMI's Defender(R) competes directly with air cleaners like: Alpine, Honeywell,
Bionaire, Hunter, Holmes, Hoover, and Sharper Image. The October 2003 issue of
Consumer Reports states that, "Air cleaners like these are a type of electronic
precipitator: They impart an electrical charge to particles that stick to
oppositely charged collectors. Sharper Image, Honeywell, and Hoover
precipitators are quiet and cost little to run. However, our tests show that
they are not effective." Many of our competitors have greater financial,
marketing, and manufacturing resources and better brand name recognition than
us, and sell their products through broader and more extensive distribution
channels. According to a recent U.S. Air Cleaner Market Report, published by
Riedel Marketing, nearly 70% of air cleaner owners purchased through traditional
retail establishments while just 5% of those who own an air cleaner purchased
from a salesperson that came to their home.
Research and Development
Our ongoing research and development program involves creating new products and
redesigning existing products to reduce manufacturing costs and to increase
product quality and efficiencies. In fiscal year 2003, 2002, and 2001, we
invested $74, $273, and $351, respectively, in new product development. We
anticipate expending $55 on the redesigning of products in fiscal year 2004.
Environmental
To our knowledge, we are in compliance with all applicable Federal, State, and
local laws relating to the protection of the environment.
While we anticipate no current expenses for environmental issues, there can be
no assurance that we will not receive claims for environmental conditions in the
future, nor any assurance that any such claims, if received, would not have a
material adverse impact on our financial condition and results of operations.
Employees
We employed 115 full-time and 14 part-time employees at January 31, 2004. None
of our employees are parties to a collective bargaining agreement, and we
believe our relationships with all our employees to be good.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
Sales to international customers represented 35.8%, 43.1%, and 49.7% of net
product sales for the years ending September 30, 2003, 2002, and 2001,
respectively.
8
AVAILABLE INFORMATION
Our principal executive offices are located at 6000 Lombardo Center, Suite 500,
Seven Hills, Ohio 44131, and its telephone number is (216) 986-8008.
We regularly file reports with the Securities Exchange Commission (SEC). These
reports include, but are not limited to, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, current reports on Form 8-K, and security transaction
reports on Forms 3, 4, or 5. The public may read and copy any materials that we
file with the SEC at the SEC's Public Reference Room located at 450 Fifth Street
NW, Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains electronic versions of our reports on its website at
http://www.sec.gov.
We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current
reports on Form 8-K, and other reports filed or furnished with the SEC available
to the public, free of charge, through our website at www.filterqueen.com. These
reports are provided through our website as soon as reasonably practicable after
we file or furnish these reports with the SEC.
ITEM 2. PROPERTIES
The following table sets forth the location, character, and size (in thousands
of square feet) of the real estate we used in our operations at January 31,
2004:
Square
Location Character Feet
- -------------------------------------- ------------------------------------------------------------- --------
United States of America~
Strongsville, Ohio Leased office, manufacturing, and warehouse space 73.0
Seven Hills, Ohio Leased office space 15.7
ITEM 3. LEGAL PROCEEDINGS
Bliss Technologies, Inc. ("Bliss"), the company formed from the 1998 sale of the
subsidiary of HMI, filed for bankruptcy in January 2000 in the United States
Bankruptcy Court, Eastern District of Michigan. In a separate action filed in
2002, the Official Committee of Unsecured Creditors of Bliss alleges a
fraudulent conveyance claim against us asserting that the sale of Bliss in 1998
was a fraudulent transfer insofar as we received more for Bliss than it was
worth and that Bliss was insolvent from its inception. Former directors of
Bliss, Mark Kirk and Carl Young, are also named as defendants in the action.
Claims pending against them allege that in their capacity as Bliss directors
they breached fiduciary duties to Bliss creditors. The complaint seeks damages
in an unspecified sum. The claims against us and the claims against Mr. Kirk and
Mr. Young are being vigorously defended. We believe that we will resolve this
matter in a manner that will not have a material adverse effect on our
consolidated financial position, results of operations, or cash flows.
CONET Industries, Inc., Royal Queen Club International Limited, Chang-whan Chang
and Young-so Song ("Plaintiffs") filed a complaint against HMI on or about
February 18, 2001, in the Seoul, Korea District Court. It was served by
Registered Mail upon HMI at our corporate
9
offices in Seven Hills, Ohio, on or around April 10, 2002. The complaint was
filed as a result of lawsuits by us against Mr. Song, a former HMI Distributor
in Korea, and Royal Queen Club concerning Mr. Song's CYVAC product. In our
lawsuits, we sought and were granted preliminary injunctions against Plaintiffs
that prohibited Plaintiffs from manufacturing and selling the old model CYVAC
for 311 days and the new model CYVAC for 209 days, until the Seoul High Court
issued a declaration of suspension of the injunctions. Despite the fact that
Plaintiffs had been enjoined by the Courts, Plaintiffs allege that we should
compensate them for actual damages for sale discontinuance, supplemental
managerial costs and new mold fabrication costs due to the interruption in the
manufacturing and marketing of each product during that period. Plaintiffs also
claim that we tortuously interfered with Plaintiffs' business advantages, caused
irreparable harm to Plaintiffs' normal business activities, and damaged
Plaintiffs' reputation and standing. Chang-whan Chang and Young-so Song allege
that they have been critically damaged personally due to the accusations,
improper provisional seizure, and criminal allegations alleged by us, which they
assert resulted in disturbance to business, reputation, and credit. All matters
are pending. The Plaintiffs originally alleged damages in excess of U.S.
$21,894. After several hearings the court ruled in our favor and against the
Plaintiffs on all counts. We have been notified that the Plaintiffs have
appealed this decision in accordance with Korean law. We believe that we will
resolve this matter in a manner that will not have a material adverse effect on
our consolidated financial position, results of operations, or cash flows.
Claims arising in the ordinary course of business are also pending against us.
Although these are in various stages of the litigation process, we believe that
none of these matters will have a material adverse effect on our consolidated
financial position, results of operations, or cash flows. Included in the
accompanying Consolidated Balance Sheets at September 30, 2003, and 2002, were
accruals of $15 and $15, respectively, relating to various claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded in the over-the-counter market on the OTC Bulletin
Board under the symbol "HMII.OB". As of January 31, 2004, there were 222
stockholders of record.
10
A summary of the quarterly high and low bid price of our common stock on the OTC
Bulletin Board for the years ended September 30, 2003, and 2002, are as follows:
2003
High [1] Low [1]
-------------- --------------
1st Quarter $ 0.70 $ 0.18
2nd Quarter $ 0.65 $ 0.41
3rd Quarter $ 0.65 $ 0.51
4th Quarter $ 1.05 $ 0.55
2002
High [1] Low [1]
--------------- -------------
1st Quarter $ 1.01 $ 0.70
2nd Quarter $ 0.80 $ 0.51
3rd Quarter $ 0.83 $ 0.58
4th Quarter $ 0.65 $ 0.46
[1] The bid price for our common stock was received from Nasdaq Trading & Market
Services. Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.
The declaration and payment of quarterly dividends is at the discretion of the
Board of Directors, which may raise, lower, or omit the dividend in any quarter.
No dividends were declared in 2003 or 2002 as the credit agreement with our
lender presently prohibits us from declaring or paying any dividends.
Securities Authorized for Issuance Under Equity Compensation Plans. Information
about HMI equity compensation plans at September 30, 2003, was as follows
(shares in thousands):
Number of shares
Number of shares to remaining available
be issued upon Weighted average for future issuance
exercise of exercise price of under equity
Plan Category outstanding options outstanding options compensation plans
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
shareholders (a) 1,024 $1.21 - (b)
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved by
shareholders (c) 135 $5.91 -
- -------------------------------------------------------------------------------------------------------------------
Total 1,159 $1.76 -
(a) These options were issued under the 1992 Omnibus Long-Term Compensation
Plan. See "Notes to Consolidated Financial Statements, Note 5 - Long-Term
Compensation Plan."
(b) The 1992 Omnibus Long-Term Compensation Plan (the "Plan") does not contain
any restriction on the number of shares that can be issued pursuant to an
award under the Plan except for Incentive Stock Options ("ISO"), which are
limited to 2,500 shares, as adjusted for stock splits. No new ISO grants
may be made under the Plan because the Plan was adopted more than ten years
ago. Regulations of the Internal Revenue Service which determine whether or
not on option is an ISO require that the Plan under which an ISO is granted
must have been adopted within the prior ten years. The number of shares
11
available for grant each year is equal to 5% of the Company's outstanding
Common Stock on December 31 of the prior year. To the extent that the
number of awards in any year is less than 5%, this unused amount may be
carried over to future years. Awards which have lapsed or been forfeited
may also be reissued in future years. The maximum number of awards that can
be made in any year, including carryovers and lapsed and forfeited awards,
is equal to 10% of the Company's outstanding Common Stock on December 31 of
the prior year.
(c) Awards of non-qualified stock options were made to two outside consultants
in connection with their services to HMI. The option price was the fair
market value on the date of grant. One option for 100 shares expires ten
years from the date of grant (2006), while the other option for 35 shares
expires five years from the date of grant (2005).
12
ITEM 6. SELECTED FINANCIAL DATA
In thousands except per share amounts, stock prices and ratios
2003 2002 2001 2000 1999
----------- ---------- --------- ---------- ---------
Net product sales $ 34,539 $ 37,113 $ 32,536 $ 34,621 $ 36,927
Cost of product sold and SG&A expenses $ 36,047(0) $ 36,080 $ 32,755 $ 33,515 $ 38,447
Loss on impairment of asset $ 1,613(1) $ - $ - $ - $ 2,665
Other (income) expense, net $ (105) $ 430 $ 287 $ (6) $ (60)
(Loss) income from continuing operations
before taxes and cumulative effect of
accounting change $ (3,016) $ 603 $ (506) $ 1,112 $ (4,125)
(Loss) income margin from continuing
operations before taxes and cumulative
effect of accounting change (8.7%) 1.6% (1.6%) 3.2% (11.2%)
Provision (benefit) for income taxes $ 4,056(2) $ 265 $ (593) $ (353) $ 116
Income tax rate (134.5%) 43.9% 117.2% (31.7%) (2.8%)
(Loss) income from continuing operations
before cumulative effect of accounting
change $ (7,072) $ 338 $ 87 $ 1,465 $ (4,241)
(Loss) income margin from continuing
operations before cumulative effect of
accounting change (20.5%) 0.9% 0.3% 4.2% (11.4%)
Cumulative effect of accounting change $(5,451)(3) $ - $ - $ - $ -
Gain (loss) on disposals $ - $ - $ - $ 425 $ (375)
Net (loss) income $ (12,523) $ 338 $ 87 $ 1,890 $ (4,616)
Net (loss) income margin (36.3%) 0.9% 0.3% 5.5% (12.4%)
Per Share Data - Basic and Diluted:
(Loss) income from continuing operations
before cumulative effect of
accounting change $ (1.05) $ 0.05 $ 0.01 $ 0.24 $ (0.81)
Cumulative effect of accounting change $ (0.81) $ - $ - $ - $ -
Gain (loss) on disposals $ - $ - $ - $ 0.07 $ (0.07)
Net (loss) income $ (1.86) $ 0.05 $ 0.01 $ 0.31 $ (0.88)
Weighted Average Number of Common
Shares Outstanding:
Basic 6,744 6,719 6,691 6,113 5,263
Diluted 6,744 6,719 6,724 6,140 5,263
Total Assets $ 10,766 $ 21,456 $ 21,241 $ 20,843 $ 17,465
Long-Term Debt $ 11 $ 33 $ 75 $ 71 $ -
Stockholders' Equity $ 3,256 $ 14,871 $ 14,543 $ 14,394 $ 10,326
Working Capital $ 598 $ 1,947 $ 1,923 $ 3,913 $ 612
Ratio of Current Assets to Current
Liabilities 1.08 1.30 1.29 1.61 1.09
Percent of Earnings on Average
Stockholders' Equity (138.2%) 2.3% 0.6% 15.3% (37.8%)
Stock High(a) 1 1/20 1 1/5 1 11/16 1 3/4 2 1/4
Stock Low(a) 13/50 25/49 11/16 1/2 1
(0) This amount includes a $905 write-off, recorded during the second quarter,
relating to cumulative translation adjustments associated with the liquidation
of our Canadian subsidiary. In addition it includes a $300 reserve for obsolete
inventory associated with impaired tooling. See Note 1 for further information.
(1) During the fourth quarter of fiscal 2003, we performed an analysis on the
potential impairment of certain tooling assets approximating $1,613. We
concluded from our analysis, which was based upon the held and used model that
the tooling assets were fully impaired and accordingly recorded an impairment
charge of $1,613 as of September 30, 2003.
(2) In the fourth quarter of fiscal 2003, we concluded that a full valuation
allowance for our deferred tax assets was required. Accordingly, we recorded a
non-cash charge in the fourth quarter of fiscal 2003 of $4,975 to increase our
valuation allowance for our deferred tax assets. See Note 6 for further
information.
13
(3) As of October 1, 2002, a full impairment of the goodwill recorded on HMI's
books was recorded through a non-cash charge of $5,451. Such charge is
non-operational in nature. See Note 1 for further information.
(a)Represents closing price of stock
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS IN THOUSANDS)
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations
are based upon the consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements required
us to make estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities at the date of the consolidated condensed financial statements.
Actual results may differ from these estimated under different assumptions or
conditions.
Critical accounting policies are defined as those that are reflective of
significant judgment and uncertainties, and potentially may result in materially
different outcomes under different assumptions and conditions. We believe that
the critical accounting policies are limited to those that are described below.
Allowance for Doubtful Accounts
At September 30, 2003, our bad debt reserve was $194. We maintain an allowance
for doubtful accounts for estimated losses resulting from the inability of our
customers to make required payments. Quarterly, we evaluate the collectability
of our accounts receivable based on a combination of factors. In cases where we
are aware of circumstances that may impair a specific customer's ability to meet
its financial obligations to us, we record a specific allowance against amounts
due to us, and thereby reduce the net recognized receivable to the amount we
reasonably believe will be collected. For all other customers, we recognize
allowances for doubtful accounts based on the length of time the receivables are
past due, industry and geographic concentrations, the current business
environment, and our historical experience, including payment patterns. If the
financial condition of our customers deteriorates or if economic conditions
worsen, additional allowances may be required in the future, which could have an
adverse impact on our future operating results.
Sales Return and Allowance
We record a provision for estimated sales returns and allowances on product
sales in the same period as the related revenues are recorded. These estimates
are based on historical sales returns and other known factors. If future returns
do not reflect the historical data we use to calculate these estimates,
additional allowances may be required.
14
Excess and Obsolescence Reserves
Quarterly we evaluate our inventory to determine excess or slow moving items
based on current order activity and projections of future demand. For those
items identified, we estimate their market value or net sales value based on
current trends. An allowance is created for those items having a net sales value
less than cost. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be necessary.
Goodwill and Other Intangible Assets
Pursuant to FAS 142 "Goodwill and Other Intangible Assets" we ceased amortizing
goodwill in the period beginning October 1, 2002. Prior to the adoption of SFAS
No. 142, we amortized goodwill on a straight-line basis over 40 years. Other
intangible assets are amortized on a straight-line basis over their useful
lives, ranging from ten to seventeen years.
FAS 142 primarily addresses the accounting for goodwill and intangible assets
subsequent to their initial recognition. The provisions of FAS 142 prohibit the
amortization of goodwill and indefinite-lived intangible assets, require that
goodwill and indefinite-lived intangible assets be tested annually for
impairment (and in interim periods if certain events occur indicating that the
carrying value of goodwill and/or indefinite-lived intangible assets may be
impaired), require that reporting units be identified for the purpose of
assessing potential impairments of goodwill, and remove the forty-year
limitation on the amortization period of intangible assets that have finite
lives.
During the first quarter of fiscal 2003 we completed the first step of the
two-step implementation process by obtaining a valuation of HMI for comparison
to the carrying value and began the process of measuring the amount of the
impairment (step two). Management does not believe that the market value of
common stock fairly reflects the value of HMI, because of, among other things,
the absence of liquidity, and the absence of analyst coverage. Accordingly, the
valuation experts employed by us utilized the market value of the common stock
as of October 1, 2002, but also weighted the valuation for comparable values of
peer companies, recent sales of similar types of companies, and a discounted
cash flow methodology. Based on the assumptions used in any of the three
valuations referred to above and depending on the weighting used for each
valuation, results of the valuation could be significantly changed. However, for
accounting purposes we believe that the weighting methodology used is reasonable
and results in an accurate and fair value of HMI.
During the second quarter of fiscal 2003 we completed our initial impairment
test for October 1, 2002, resulting in a full impairment of the goodwill
recorded on HMI's books through a non-cash charge of $5,451. Such charge is
non-operational in nature and is reflected as a Cumulative Effect of Accounting
Change in the accompanying Consolidated Statements of Operations.
Valuation of Long-Lived Assets
As of the beginning of fiscal 2003 we adopted Statement of Financial Accounting
Standards ("FAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". The adoption of this accounting standard did not have a
material impact on our operating results and financial position. We assess
potential impairments to our long-lived assets when there is evidence that
events or changes in circumstances indicate that the carrying amount of an asset
may not be recovered. An impairment loss is recognized when the carrying amount
of the long-lived asset is not recoverable and exceeds its fair value. The
carrying amount of a long-lived asset is not recoverable if it exceeds the sum
of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. Any required impairment loss is measured as
16
the amount by which the carrying amount of a long-lived asset exceeds its fair
value and is recorded as a reduction in the carrying value of the related asset
and a charge to operating results.
During the fourth quarter of fiscal 2003 we performed an analysis on the
potential impairment on certain tooling assets approximating $1,613. Based upon
our analysis, we concluded that the tooling assets were fully impaired as of
September 30, 2003; this conclusion was based upon the held and used model which
includes significant assumptions regarding future cash flows and utilizes a
model of weighted probability cash flow projections over the estimated life of
the product. Scrap value for these assets was determined to be nominal;
accordingly a $1,613 impairment of this asset was recorded as of September 30,
2003, to write the assets down to their net realizable value. Different
assumptions or different weightings of the projected cash flows could
significantly impact our conclusion concerning the impairment of such assets.
Income Taxes
In determining income (loss) for financial statement purposes, we must make
certain estimates and judgments. These estimates and judgments occur in the
calculation of certain tax liabilities and in the determination of the
recoverability of certain of the deferred tax assets, which arise from temporary
differences between the tax and financial statement recognition of revenue and
expense. SFAS 109 also requires that the deferred tax assets be reduced by a
valuation allowance, if based on the weight of available evidence, it is more
likely than not that some portion or all of the recorded deferred tax assets
will not be realized in future periods.
In evaluating our ability to recover our deferred tax assets we consider all
available positive and negative evidence including our past operating results,
the existence of cumulative losses in the most recent three fiscal years, and
our forecast of future taxable income. In determining future taxable income, we
are responsible for assumptions utilized including the amount of state and
federal pre-tax operating income, the reversal of temporary differences, and the
implementation of feasible and prudent tax planning strategies. These
assumptions require significant judgment about the forecasts of future taxable
income and are consistent with the plans and estimates we are using to manage
our business.
Periodically, and when indicators suggest, we assess the realizability of our
domestic deferred tax assets, giving consideration to our actual historical
results supplemented by future expected results. SFAS No. 109, "Accounting for
Income Taxes" considers a historic pattern of losses as significant negative
evidence that tax assets will not be realized and this consideration is not
outweighed by any prospective view of management that sufficient taxable income
will ultimately be available to realize the tax benefits. Given the history of
losses and the results in 2003, we concluded that under the "more likely than
not" criteria of SFAS No. 109 a full valuation allowance is required against the
net U.S. deferred tax assets at September 30, 2003. Accordingly, based upon our
best estimate, we have recorded a non-cash charge in the fourth quarter of
fiscal 2003 of $4,975 to increase our valuation allowance for our deferred tax
assets.
The valuation allowance will be subject to periodic review and can be partially
or totally reversed either when income is generated that utilizes the loss or
when sufficient positive evidence emerges (i.e. A sustained positive trend of
U.S. income for financial accounting purposes.) Our income tax expense recorded
in the future will be reduced to the extent of offsetting decreases in our
valuation allowance.
Warranty Reserves
Our policy is to record a provision for the expected cost of warranty-related
claims at the time of the sale and adjust the provision to reflect actual
experience quarterly. The amount of warranty
16
liability accrued reflects management's best estimate of the expected future
cost of honoring our obligations under the warranty plans. Historically, the
cost of fulfilling our warranty obligations has principally involved
replacements parts, labor and sometimes travel. Our estimates are based on
historical experience, the number of units involved, and the extent of
features/components included in product models. If future returns and warranty
settlements do not reflect the historical data we use to calculate these
estimates, additional allowances may be required.
RESULTS OF OPERATIONS - 2003 COMPARED WITH 2002
NET PRODUCT SALES- Net product sales of $34,539 for the year ended September 30,
2003, were $2,574 or 6.9% lower when compared to the prior year sales of
$37,113. The decrease in sales was primarily attributable to reduced
international sales, largely Asia, and the cessation of the National Advertising
Campaign ("NAC"), offset by increased revenues in the Americas distributor
network of $2,466.
The largest decline in Asia was principally attributable to lower sales to
Japan. Our Japanese importer has struggled all year to realign his inventory
levels in anticipation of the launch of our 75th Anniversary Majestic(R) (our
portable surface cleaner), which is currently planned to occur in Japan in
fiscal 2004. The reduced sales to Japan also reflect Defender(R) (our portable
room air cleaner) sales that were made in the prior year with the intent of
selling them with the Majestic(R) as a system similar to how our products are
marketed in the U.S.; however, this program was not as successful as
anticipated, resulting in lower Defender(R) sales while the importer sells
through this inventory. To assist Japan with their continued inventory
realignment as well as the development and execution of training and sales
programs, we created a new sales position within HMI that will provide
experienced dedicated sales support to this region.
The NAC, a thirty-minute television infomercial which began airing in July 2001,
was designed to increase brand awareness, generate sales leads, and open new
territories. In August 2002 we stopped broadcasting the infomercial as
anticipated profits for this program were not being achieved, and the
infomercial had exceeded the industry standard expected life cycle of twelve
months. NAC sales accounted for $1,495 of total revenue in fiscal 2002.
The increase in the Americas distribution network was due to the growth of
several of our key master distributors who have grown their business through
effective recruiting, retention, and the opening of new offices.
Net product sales were not materially impacted by changing prices.
GROSS MARGIN- The gross margin for the year ended September 30, 2003, was
$13,514 or 39.1% of sales as compared to $15,815 or 42.6% of sales in 2002, a
decrease of $2,301. Approximately $1,256 of the decrease in gross margin was
associated with the cessation of the NAC. Unfavorable volume variance due to
lower international sales, increased Defender(R) warranty costs largely
associated with certain international markets that utilize peak demand
electricity transmission and control systems, and an additional charge related
to obsolete inventory associated with impaired tooling comprised the remaining
difference of which the unfavorable international sales volume variance was the
largest.
SELLING, GENERAL, AND ADMINISTRATIVE ("SG&A")- SG&A expenses of $14,117 for the
year ended September 30, 2003, were favorable to fiscal 2002 expenses of $14,782
by $665. The reduced level of expense was driven by the absence of advertising
and administrative costs associated with our aforementioned NAC of approximately
$2,334, costs associated with the Form 13D that was filed by a group led by our
current Chairman, Kirk W. Foley, with the Securities and Exchange Commission in
the prior year of $435, and reduced outside consulting expenses of
17
$235. These decreases were partially offset by increased costs of $1,223
associated with the training, development, and retention of our Americas and
International networks as well as expenses approximating $871 associated with
certain growth initiatives in the Americas division.
LOSS ON IMPAIRMENT OF ASSET- During the fourth quarter of fiscal 2003, we
performed an analysis on the potential impairment of certain tooling assets
approximating $1,613. We concluded from our analysis, which was based upon the
held and used model that the tooling assets were fully impaired and accordingly
recorded an impairment charge of $1,613 as of September 30, 2003, as the scrap
value for these assets was determined to be nominal.
LOSS ON LIQUIDATION OF SUBSIDIARY- During the second quarter of fiscal 2003,
after reviewing possible future options for our Canadian subsidiary, we chose to
liquidate the entity and therefore recorded a loss on disposal of $905 for
cumulative translation adjustments associated with this subsidiary.
INTEREST EXPENSE- Interest expense for fiscal year 2003 was $53 or $33 lower
than the fiscal 2002 balance of $86 due primarily to lower interest expense
associated with our line of credit whose balance was on average lower than the
prior year. It was also impacted by reduced interest expense on our capital
lease obligations which reflects lower outstanding balances as compared with
those in fiscal 2002.
OTHER (INCOME) EXPENSE, NET- The increase of $502 in other (income) expense,
net, from $344 of expense in fiscal 2002 to $158 of income for the year ended
September 30, 2003, largely resulted from the absence of goodwill amortization
associated with the adoption of SFAS No. 142 (see Note 1 to the Consolidated
Financial Statements).
INCOME TAXES- The effective income tax rate for the year ended September 30,
2003, was (134.5%) compared to 43.9% in fiscal 2002. This difference was driven
by the recording of a non-cash charge in the fourth quarter of fiscal 2003 of
$4,975 against the net domestic deferred tax assets in the current year and the
elimination of certain non-deductible accounting charges resulting from our
adoption of SFAS 142; it was also impacted by the non-deductible loss from the
second quarter liquidation of our Canadian subsidiary. See Note 6 to the
Consolidated Financial Statements for further information related to the
non-cash charge.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE- On October 1, 2002, we adopted SFAS 142.
Under SFAS 142, goodwill impairment is deemed to exist if the net book value of
a reporting unit exceeds its estimated fair value. During the second quarter of
fiscal 2003, we completed our initial impairment test as of October 1, 2002, and
recorded a non-cash charge of $5,451 to fully eliminate the carrying value of
our goodwill (See Note 1 to the Consolidated Financial Statements). There was no
tax effect related to this item, as this charge is a permanent difference for
income tax purposes.
INFLATION AND PRICING- While inflation or changing prices have not had, and we
do not expect them to have, a material impact upon operating results, there can
be no assurances that our business will not be affected by inflation or changing
prices in the future.
RESULTS OF OPERATIONS - 2002 COMPARED WITH 2001
NET PRODUCT SALES- Net product sales of $37,113 for the year ended September 30,
2002, were $4,577 or 14.1% higher when compared to the prior year sales of
$32,536. The increase in sales was primarily attributable to increased revenues
in the Americas and Asia offset by decreased sales in Canada and Europe. The
Americas, backed by a stronger distribution network and our National Advertising
Campaign ("NAC"), was the largest contributor to this sales increase.
18
The opening of additional offices by several key Distributors within our
existing Americas' network, as well as the switch of Distributors from a
competitor in the second quarter of fiscal 2001, led to increased Majestic(R)
(portable floor care cleaner) and Defender(R) (portable air room cleaner) sales
in the Americas. Further contributing to the Americas revenue growth were sales
from the NAC and Health-Mor at Home(TM). The NAC, a thirty-minute infomercial
which began airing in July 2001, was designed to increase brand awareness,
generate sales leads, and open new territories. In August 2002, we stopped
broadcasting the infomercial as anticipated profits for this program were not
being met, and the infomercial had exceeded the industry standard expected life
cycle of twelve months. Health-Mor at Home(TM) created in October 2001 is a
direct to consumer outbound sales force designed to assist consumers in
locations where Distributors are no longer located.
Defender(R) sales to Japan and Korea drove the year-to-date Asian revenue
increase. They were sold to Distributors that had the intention of selling the
Majestic(R) and Defender(R) together as a system rather than as stand-alone
products, similar to how the products are marketed in the United States.
The lack of consumer financing options and Distributor development programs led
to a decline in Canadian sales over the course of fiscal 2002. This decline
prompted HMI and the Canadian Importer to meet with the key Distributors in that
territory after which it was decided that the Canadian network would adopt the
Americas Edge Success Program effective June 2002. "The Edge Success Program"
(the "Edge"), developed to aid in the retention of Distributors and help with
the development of their professional careers and independent businesses, is an
innovative, highly structured multi-step program that provides business training
from the earliest level of a new recruit to the most senior level of a Premier
Master Distributor and provides incentives at each level to promote the
development and retention of quality Distributors and sales associates. Business
and management training includes a business management correspondence course and
a training seminar, the Business Management Institute, designed in conjunction
with Baldwin Wallace College in Ohio, and addresses everything from in-home
demonstration techniques to generation of sales leads, personnel training,
compliance matters, ownership and operation of a distributorship, and more.
The sales decline in Europe was primarily due to lower sales to Portugal and
Belgium of which Portugal was the largest. Due to the relocation of some of
Portugal's best Distributors to Brazil and the closing of non-performing
offices, the distribution network in Portugal was going through a period of
reorganization.
Net product sales were not materially impacted by changing prices.
GROSS MARGIN- The gross margin for the year ended September 30, 2002, was
$15,815 or 42.6% of sales as compared to $13,166 or 40.5% of sales in 2001. This
increase in the gross margin of $2,649 was principally attributable to the
higher sales volume and improved product mix, in part driven by a higher
proportion of Defender(R) versus Majestic(R) sales, over the prior year,
partially offset by unfavorable plant spending largely associated with increased
salaries and depreciation.
SELLING, GENERAL, AND ADMINISTRATIVE- SG&A expenses for the year ended September
30, 2002, of $14,782 were unfavorable to the fiscal 2001 expenses of $13,385 by
$1,397. The increase in SG&A expenses was largely attributable to the $1,382 of
expenses associated with our aforementioned NAC initiative and non-recurring
expenses of $435 relating to the Schedule 13D
19
that was filed with the Securities Exchange Commission on October 19, 2001, and
later amended on December 24, 2001. Increased sales commissions and certain
accrued benefit expenses, which followed the increased level of sales and
earnings, also impacted it. Offsetting these increases were reduced professional
fees of $346 relating to non-recurring expenses, incurred during fiscal 2001
associated with the evaluation of potential growth opportunities, as well as the
costs associated with certain career development programs and activities and
reduced outside consulting.
INTEREST EXPENSE- Interest expense for fiscal year 2002 was $86 or $15 lower
than the fiscal 2001 balance of $101 primarily due to lower interest rates
associated with our credit facility as compared with those in 2001.
OTHER EXPENSE (INCOME)- The increase in other expense (income), net, from $186
in fiscal 2001 to $344 for the year ended September 30, 2002, primarily resulted
from a franchise tax refund received in 2001 from a former legally dissolved
subsidiary as well as a decrease of other income associated with the cessation
of the financing of end user purchase contracts by HMI.
INCOME TAXES- The effective income tax rate for the year ended September 30,
2002, was 43.9% compared to 117.2% in fiscal 2001. This difference was driven by
the increase in pre-tax earnings and the absence of significant permanent
differences in fiscal 2002. In addition, prior year provisions were impacted by
IRS settlements and valuation allowance adjustments that were not required in
this fiscal tax provision.
The effective rate for fiscal 2001 was primarily attributable to the reversal of
income tax reserves and the prior year utilization of net operating loss
carryforwards not previously recognized. During the second quarter of fiscal
2001, the Internal Revenue Service informed us that examinations for fiscal
years 1994 through 1997 were completed. As the examinations resulted in minimal
impact to the financial statements, we recorded a benefit of $445 for the
reversal of income tax reserves associated with these fiscal tax years. The
effective rate absent these reserves would have been (29.2%).
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES- Cash flows from operating activities provided net cash of
$954 for the year ended September 30, 2003, which reflects a net loss of $12,523
offset by non-cash charges of $12,742 and an increase in operating assets and
liabilities of $735.
Non-cash charges consist primarily of $5,451 related to the cumulative effect of
accounting change from our adoption of SFAS 142, $4,026 largely related to the
increase in our valuation allowance for our deferred tax assets, $1,613
associated with the impairment of certain tools and molds, $905 associated with
the loss on the liquidation of our Canadian Subsidiary, and $744 in depreciation
and amortization expense.
The increase in operating assets and liabilities principally relates to
increases in accrued expenses and other liabilities of $1,050, offset by
increased inventories of $518 and accounts payable of $186. The increase in
accrued expenses and other liabilities primarily related to the Americas
Division Distributor career development programs.
Both finished goods and raw materials were driving factors in the increase in
inventories. Increases in safety stock, primarily demo supplies, and lower than
anticipated sales in our international markets accounted for the increase in
finished goods. Lower international sales in
20
our third and fourth quarters as well as the purchase of printed materials for
the international promotion of our Edge Success Program lead to increased raw
materials. This increase was offset by a $300 increase in the obsolescence
reserve for raw materials associated with impaired tooling assets.
INVESTING ACTIVITIES- Capital expenditures of $176 represent the entire net cash
used in investing activities for the year ended September 30, 2003. These
expenditures mainly relate to tooling associated with new products, office
furniture, and new office computer hardware.
FINANCING ACTIVITIES- Net cash used in financing activities was $311, which
included $302 for payment of long-term debt and $9 for net repayments under the
credit facility.
Current working capital together with anticipated cash flows generated from
future operations and our existing credit facility are believed to be adequate
to cover our anticipated cash requirements including, but not limited to, debt
service, capital expenditures and expenses associated with our research and
development and sales projects, through September 30, 2004. At such time we
anticipate the extension of our existing line of credit or the obtainment of a
new credit facility; however, there can be no assurances that such credit will
be available to us or if available grant as favorable terms as our current
facility.
Our credit facility agreement includes, but is not limited to, various covenants
that limit our ability to incur additional indebtedness, restrict paying
dividends, maintain a minimum net worth, and limit the ability for capital
expenditures. As of September 30, 2003, we were not in compliance with our
interest coverage ratio and net worth covenants; however, we obtained a waiver
on these covenants which was effective until the February 20, 2004 amendment of
the credit facility.
On February 20, 2004 an amendment of our $3,000 credit facility agreement was
executed with our lender. The credit facility has an expiration date of October
15, 2004. The amended agreement carries the same interest rate and similar
covenants as the previous amended loan agreement, with the exception of the
interest coverage ratio which was amended to exclude non-cash expenses,
including but not limited to, the impairment of tooling assets and associated
inventory, and the tangible net worth covenant in which the minimum amount was
reset to $2,400.
As of January 31, 2004, there was $1,738 borrowed on the $3,000 credit facility.
CASH OBLIGATIONS- Set forth below, in tabular form, is information as of
September 30, 2003, for the periods indicated concerning our obligations and
commitments to make future payments under long-term obligations:
Total 2004 2005 2006 2007 2008
----------- ----------- ---------- ---------- --------- ----------
Line of credit $ 1,383 $ 1,383 $ - $ - $ - $ -
Long-term debt $ 33 $ 22 $ 11 $ - $ - $ -
Operating leases $ 1,176 $ 859 $ 267 $ 43 $ 4 $ 3
---------- ---------- --------- --------- -------- ---------
Total $ 2,592 $ 2,264 $ 278 $ 43 $ 4 $ 3
========== ========== ========= ========= ======== =========
Our line of credit is solely related to our credit facility as described above.
Long-term debt of $33 consists entirely of capital leases for certain plant
equipment which will be fully paid by March 2005. Rent associated with our
manufacturing and corporate office buildings as well as
21
monthly obligations for various office equipment, primarily a phone system and
copiers, largely comprise our operating leases. These leases expire on various
dates through 2008.
FUTURE ACCOUNTING REQUIREMENTS
FASB Interpretation No. 46, Consideration of Variable Interest Entities (FIN No.
46): This statement was issued in January 2003 and requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The provisions of FIN 46 are effective immediately
for all arrangements entered into after January 31, 2003. For those arrangements
entered into prior to February 1, 2003, we are required to adopt the provisions
of FIN No. 46 at the end of the first quarter of fiscal 2004, in accordance with
the FASB Staff Position 46-R which delayed the effective date of FIN No. 46 for
those arrangements. We are in the process of determining the effect, if any, the
adoption of FIN No. 46-R will have on our financial statements.
SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity (SFAS No. 150): This statement, issued in May
2003, establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. SFAS No. 150 has been deferred
indefinitely related to certain measurement and disclosure components of the
standard; however, certain disclosure provisions are still required if
applicable to us. The final adoption of SFAS No. 150 is not expected to have a
significant impact, if any, on our financial statements; however, a formal
assessment will be performed.
CAUTIONARY STATEMENT FOR "SAFE HARBOR" PURPOSES UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This report, including Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements within
the meaning of the federal securities laws. As a general matter, forward-looking
statements are those focused upon future plans, objectives, or performance as
opposed to historical items and include statements of anticipated events or
trends and expectations and beliefs relating to matters not historical in
nature, including by way of example, but not limited to, the statements made in
"Net Product Sales" regarding our ability to influence the Japan network through
training and development programs and "Liquidity" regarding anticipated cash
requirements and the adequacy of our current ability to meet those requirements.
Such forward-looking statements are subject to uncertainties such as difficulty
in protecting our intellectual property rights in a particular foreign
jurisdiction; dependency on key personnel and the ability to retain them;
recessions in economies where we sell our products; longer payment cycles for
and greater difficulties collecting accounts receivable; export controls,
tariffs and other trade protection measures; social, economic and political
instability; changes in United States and foreign countries laws and policies
affecting trade; anticipated sales trends; the ability to attract and retain
Distributors and Importers; improved lead generation and recruiting; and the
ability to obtain financing for the end consumer through consumer financing
companies, including VCL. Such uncertainties are difficult to predict and could
cause our actual results of operation to differ materially from those matters
expressed or implied by such forward-looking statements.
22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (DOLLARS IN
THOUSANDS)
Our exposure to interest rate risk is related to our borrowings. Fixed rate
borrowings may have their fair market value adversely impacted from changes in
interest rates. Variable rate borrowings will lead to additional interest
expense if interest rates increase. As of September 30, 2003, we had $1,383
outstanding under our credit facility bearing interest at the prime rate. If
interest rates were to increase 50 basis points (0.5%) from the September 30,
2003, rates and assuming no changes in outstanding debt levels from the
September 30, 2003, levels, we would realize an increase in our annual interest
expense of approximately $7.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Index to Financial Statements included in this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We evaluated the design and operation of our disclosure controls and procedures
to determine whether they are effective in ensuring that the disclosure of
required information is timely and made in accordance with the Exchange Act and
the rules and forms of the Securities and Exchange Commission. This evaluation
was made under the supervision and with the participation of management,
including our principal executive officer and principal financial officer, as of
the end of the reporting period prior to the filing of this Form 10-K. The
principal executive officer and principal financial officer have concluded,
based on their review, that our disclosure controls and procedures, as defined
at Exchange Act Rules 13a-14(c) and 15d-14(c), are effective at a reasonable
assurance level as of the end of the period covered by this report to ensure
that information required to be disclosed by us in reports that we file under
the Exchange Act is recorded, processed, summarized, and reported accurately and
within the time periods specified in Securities and Exchange Commission rules
and forms.
(B) CHANGES IN INTERNAL CONTROLS
No significant changes were made to our internal controls or other factors that
could significantly affect these controls during the last fiscal quarter of
their evaluation referenced in paragraph (A) above.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS
Robert Breadner, age 48, is a private investor. He was President and Chief
Executive Officer of Breadner Trailer Sales Ltd., a distributor of transport
trailers for the trucking industry, for over five years until the sale of the
company in 2001.
Kirk W. Foley, age 61, became a director in 2002 and Chairman of the Board in
2004. Mr. Foley has been the Chairman and Chief Executive Officer of Tube Fab
Ltd., a company that shapes, bends, and machines metal tubing since 1997. From
1989 to 1997 Mr. Foley served as Chairman
23
or President and as Chief Executive Officer of the Company. He also served as a
director of the Company from 1988 to 1997. He is the father of Wesley Eric
Foley, a director of the Company.
Wesley Eric Foley, age 34, became a director in 2003. He has been director of
sales and marketing for Tube Fab Ltd., a company that shapes, bends, and
machines metal tubing since 2000. From 1993 to 2000 he held several
international sales and marketing positions with the Company. He is the son of
Kirk W. Foley, Chairman of the Board and a director of the Company.
John A. Pryor, age 60, became a director in 2001. He has served as President and
Chief Operating Officer of the Company since 2001. From 1996 to 2000 he was
President and Chief Executive Officer of Valley Innovative Services, a food
services management company. From 1992 to 2001, he was President of Pryor and
Associates, which provides consulting services to the food service industry.
Murray Walker, age 54, became a director in 1998. He has been President of
Isetan Management Ltd., a private investment company, since 1988. He has been
Chairman of Simcoe Coach Lines Ltd., a school and charter bus service company,
since 2001 and served as President of Simcoe from 1989 to 2001.
Ivan J. Winfield, age 69, became a director in 1995. He is an independent
business and financial consultant and since 1995 also has been an Associate
Professor at Baldwin-Wallace College in Berea, Ohio. Mr. Winfield was a partner
of Coopers & Lybrand, a predecessor firm to PricewaterhouseCoopers (the
Company's auditors) from 1970 to 1994. Mr. Winfield is a director of Boykin
Lodging Company and Rainbow Rentals, Inc.
EXECUTIVE OFFICERS
Name Age Position and Terms of Service as Officer
- ---------------------------- -------- -------------------------------------------------------
Kirk W. Foley 61 Chairman (1)
John A. Pryor 60 President and Chief Operating Officer (2)
Julie A. McGraw 39 Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary (3)
Joseph Najm 45 Vice President-Operations (4)
Daniel J. Duggan 43 Vice President (5)
Darrell Weeter 47 Vice President (6)
John S. Meany, Jr. 57 Vice President and Secretary (7)
1) Mr. Foley was elected Chairman in 2004. He also serves as Chairman and
Chief Executive Officer of Tube Fab Ltd., a company that shapes,
bends, and machines metal tubing since 1997.
2) Mr. Pryor was elected President and Chief Operating Officer in 2001.
From 1992 to 2001 he was President of Pryor & Associates, which
provided consulting services to the food service industry. From 1996
to 2000 he was President and Chief Executive Officer of Valley
Innovative Services, a food services management company.
24
3) Ms. McGraw was elected Chief Financial Officer and Treasurer in 2000
and Vice President in 1999. She served as Corporate Controller from
1998 to 2001 and as Assistant Corporate Controller from 1996 until
1998.
4) Mr. Najm was elected Vice President-Operations in March 1999. He
previously was employed by the Kirby Company as Vice
President-Manufacturing from 1995 to 1999. The Kirby Company is a
manufacturer of vacuum cleaners.
5) Mr. Duggan has served in various executive capacities with the Company
since 1990. He was elected Vice President in 2001 and has served as
President of the International Sales Division since 2002. From 1997 to
2002 he was President of the Asia-Pacific Sales Division.
6) Mr. Weeter was elected Vice President in 2001. He has also served as
President of the Americas Sales Division since 2000 and was Vice
President of the Americas Sales Division from 1998 to 2000. He has
also served as President of FVS Inc., a Distributor of products
manufactured by the Company, since 1985. (See Item 13 "Certain
Relationships and Related Transactions")
7) Mr. Meany was elected Vice President in March 2002 and also has served
as Corporate Secretary since 1995. He was an attorney in private
practice from 1991 to 2002.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that one of the Audit Committee members,
Ivan J. Winfield, is a "financial expert" as defined in Regulation S-K 401(h)
adopted under the Securities Exchange Act of 1934, as amended and deemed
"independent" in accordance with that term used in Item 7(d)(3)(iv) of Schedule
14A under the Exchange Act, based upon the definition of independence contained
in Rule 4200(a)(15) of the listing standards of the National Association of
Securities Dealers
IDENTIFICATION OF THE AUDIT COMMITTEE
Two members of our Board of Directors, Mr. Murray Walker and Mr. Ivan Winfield,
currently serve on our Audit Committee established in accordance with Section 3
(a)(58)(A) of the Exchange Act. A third member resigned from the Audit Committee
effective February 3, 2004.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that our directors, officers, and
owners of more than 10% of our common stock file reports of ownership and
changes in ownership of our securities with the Securities and Exchange
Commission and to furnish us with a copy of all such reports that they file.
Specific due dates have been established and we are required to disclose any
failure to file the reports by the due dates. Based solely on a review of its
files, we believe that all of our directors, executive officers, and 10%
shareholders complied with all filing requirements applicable to them with
respect to transactions occurring during the fiscal year ended September 30,
2003.
CODE OF ETHICS
We have adopted a code of ethics for all our employees including our senior
financial officers that comprise the Principal Executive Officer, the Chief
Financial Officer, and other members of our financial leadership team. This Code
of Ethics has been provided as an exhibit to this report (Exhibit 14). This Code
of Ethics is also available on our website at www.filterqueen.com. We
25
intend to satisfy the disclosure requirement regarding any amendment to, or a
waiver of, a provision of our Code of Ethics by posting such information on our
website.
ITEM 11. EXECUTIVE COMPENSATION (NOT IN THOUSANDS)
SUMMARY COMPENSATION TABLE
Long Term All Other
Annual Compensation Compensation Awards (4) Compensation
--------------------------------------- ----------------------- ------------
Other Annual
Compensation Restricted Stock
Name and Principal Position Year Salary (1) Bonus (2) ($) (3) Stock ($) Options (#) (5)
- --------------------------- ---- ---------- --------- ------- ---------- ---------------
John A. Pryor (9) 2003 $240,254 $51,639 - - - $6,591 (10)
President 2002 $227,559 $79,174 - - - $5,784 (10)
2001 $13,641 - - - 150,000 $1,608 (10)
Joseph L. Najm (11) 2003 $149,368 $26,197 - - - $4,226 (10)
Vice President-Operations 2002 $143,825 $56,846 - - - $4,096 (10)
2001 $132,392 - - - 50,000 $3,780 (10)
Darrell Weeter (12) 2003 $488,087 - - - - $5,185 (10)
Vice President; President, 2002 $411,715 $16,729 - - - $5,409 (10)
Americas Sales Division 2001 $317,505 $11,667 - - 40,000 $5,250 (10)
Daniel J. Duggan (13) 2003 $365,087 - - - - $4,800 (10)
Vice President; President, 2002 $312,569 $16,729 - - - $4,053 (10)
International Sales Division 2001 $226,606 - - - 40,000 $3,603 (10)
James R. Malone (6) 2003 $209,661 $44,685 $59,320 - - $30,742(7)
Chairman and Chief 2002 $211,711 $73,650 $60,020 - - $28,300(8)
Executive Officer 2001 $343,986 - $70,597 - 100,000 $28,300(8)
(1) Salary amounts include automobile expense and for Mr. Weeter and Mr.
Duggan commissions on sales in their geographic areas of responsibility.
(2) Amounts paid were pursuant to our management incentive bonus plan.
Beginning in 2002, participants in our incentive bonus plan may elect to
receive a portion of the bonus in common stock of our Company. Mr. Malone
and Mr. Pryor were the only named executive officers to make this election
in 2002. No named executive officers made this election in 2003.
(3) No executive officer received perquisites or other benefits required to
be disclosed under applicable regulations except for James R. Malone. He
received a total of $50,000 to be spent in his discretion on such
perquisites and benefits as he desired. The amount for 2001, 2002, and 2003
also includes additional amounts for payment of taxes on certain
perquisites.
(4) We maintain plans under which stock options may be awarded. We do not,
however, make "long term compensation awards" as that term is used in
applicable SEC rules
26
because the amount of our incentive awards is not measured by our
performance over longer than a one-year period.
(5) Reflects the number of shares of our common stock covered by stock
options granted during the year. No stock appreciation rights ("SAR"),
either in conjunction with or separate from stock options, were granted to
the named executives during the years shown.
(6) Mr. Malone was elected as our Chairman in 1996 and Chief Executive
Officer in 1997. Mr. Malone resigned as Chairman and Chief Executive
Officer effective February 2, 2004.
(7) Includes life insurance premium ($28,300) and the cost of an executive
physical examination ($2,442).
(8) Life insurance premium.
(9) Mr. Pryor has served as President since 2001. From 1992 to 2001 he was
President of Pryor & Associates, which provided consulting services to the
food service industry. From 1996 to 2000 he was President and Chief
Executive Officer of Valley Innovative Services, a food services management
company.
(10) Matching contribution to our Salary Deferral Plan.
(11) Mr. Najm was elected Vice President-Operations in March 1999. From
1995 to 1999 he served as Vice President-Manufacturing of The Kirby
Company, a vacuum cleaner manufacturer.
(12) Mr. Weeter was elected Vice President in 2001. He has also served as
President of the Americas Sales Division since 2000 and was Vice President
of the Americas Sales Division from 1998 to 2000. He has also served as
President of FVS Inc., a Distributor of products manufactured by the
Company, since 1985.
(13) Mr. Duggan has served in various executive capacities with us since
1990. He was elected Vice President in 2001 and has served as President of
the International Sales Division since 2002. From 1997 to 2002 he was
President of the Asia-Pacific Sales Division.
OPTION GRANTS
There were no options granted to any of the named executive officers in 2003.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION TABLE
The following table sets forth information regarding stock options held at the
end of the fiscal year by the named executive officers. There were no stock
option exercises in 2003 by any named executive officer.
27
NUMBER OF SHARES OF
COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SEPTEMBER 30, 2003 (1) SEPTEMBER 30, 2003 (2)
--------------------------------- -----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
John A. Pryor 100,000 50,000 $0 $0
Joseph L. Najm 43,333 16,667 $0 $0
Darrell Weeter 64,166 13,334 $0 $0
Daniel Duggan 86,666 13,334 $0 $0
James R. Malone 343,332 58,334 $0 $0
1) There were no SARs outstanding at September 30, 2003, and none were
granted during the year.
2) The "value of unexercised in-the-money options at September 30, 2003"
was calculated by determining the difference between the fair market
value of the underlying shares of common stock at September 30, 2003,
($.81 per share) and the exercise price of the option. An option is
"in-the-money" when the fair market value of the underlying shares of
common stock exceeds the exercise price of the option. None of the
options held by the named executive officers were "in-the-money" on
September 30, 2003.
COMPENSATION OF DIRECTORS
A director who is an employee of ours is not separately compensated for service
as a director. Each non-employee director receives a retainer of $20,000 per
year, payable quarterly. Each non-employee director also receives $1,000 per
meeting for each committee meeting attended and for each Special Board of
Directors meeting attended. Members of the Audit Committee receive an additional
retainer of $5,000 per year and a meeting fee of $1,500 for each Audit Committee
meeting attended.
Pursuant to our Omnibus Long-Term Compensation Plan, on the first business day
of each calendar year each non-employee director automatically receives an
option to purchase 6,000 shares of our common stock (as adjusted for stock
splits).
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS We have employment agreements with each of the named executive
officers, except our former Chairman, under which they are to receive one year's
salary in the event of termination of employment without cause. Certain of our
executives also have agreements which provide that in the event of termination
of employment without cause (other than for death or disability or voluntary
termination by the employee) in the twelve months following a change in control
(as defined in the agreement), the executives are to receive compensation equal
to one years' base salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2003, Kirk W. Foley was on the Compensation Committee. Mr. Foley
previously served as our Chief Executive Officer from 1989 to 1997. In 2002, we
agreed to reimburse Mr. Foley in the amount of $80,000 for a portion of the
legal expenses incurred in his capacity as Designated Agent in connection with a
Stockholders' Voting Agreement (and related filing of Schedule 13D) (the
"Agreement") entered into by several stockholders pursuant to which Mr. Foley
was given
28
an irrevocable proxy to vote their shares on all matters to come before
stockholders for a vote, including any vote relating to a sale or merger of the
Company or the purchase or sale of assets by the Company. The Agreement also
restricts the ability of the participating shareholders from selling or
transferring their shares other than in accordance with the Agreement. The
Agreement is valid until October 19, 2004, unless terminated sooner in
accordance with the terms of the Agreement.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
recommending to the Board of Directors the compensation of our executive
officers and key employees. The Compensation Committee periodically reviews
compensation of the Chief Executive Officer, other of our executive officers,
and key employees. The Compensation Committee also monitors performance and
fixes awards based on performance standards. The Committee's policy in
evaluating and compensating executive officers and key employees is to consider
our performance as a whole and the individual's contribution toward our
attainment of our established and individual goals.
The composition of compensation varies broadly among our executive officers and
key employees based on their responsibilities. Generally, base salary is
targeted at competitive rates believed by the Committee members to be necessary
in their experience to retain qualified personnel. We maintain an Incentive
Bonus Plan under which participating employees may be eligible for a bonus if we
meet certain financial targets. For 2003, maximum bonus payable to an individual
was a percentage of base salary ranging from 10% to 60% with both quarterly and
annual targets. Bonuses were based on our sales (25% of the bonus) and on our
earnings before interest, taxes, depreciation, and amortization (EBITDA) (75% of
the bonus). Participants could elect to take part of their bonus in our common
stock. From time to time, we engage outside compensation consultants to provide
information and advice about competitive levels of compensation and particular
compensation techniques.
Compensation of the Chief Executive Officer
Mr. Malone's base salary in 2003 was set by the Compensation Committee at
$200,000 per year, an amount which the Committee believed was competitive with
other consumer goods companies of similar size and taking into account Mr.
Malone's reduced involvement with us while he retained his titles of Chairman
and Chief Executive Officer. Mr. Malone received other benefits available
generally to all executives and was also given a total of $50,000 to be spent in
his discretion for other benefits. Mr. Malone participated in the Incentive
Bonus Plan for management employees at a maximum bonus rate of 60% of salary.
His bonus for 2003 was $44,685, or 37% of his maximum bonus. We also paid a life
insurance premium for Mr. Malone and an additional amount to cover income taxes
due on such benefits provided to him.
29
On February 2, 2004, the Board of Directors accepted the resignation of Mr.
Malone. Consequently, compensation expense approximating $200,000 will be
recorded in the second quarter of fiscal 2004 in accordance with Mr. Malone's
provisions of resignation.
For the Compensation Committee
Ivan J. Winfield
Kirk W. Foley
PERFORMANCE GRAPH
The following chart compares the cumulative shareholder return of our stock for
the five years ended September 30, 2003, to the NASDAQ National Market Composite
Index and a peer group of companies that we selected. There are two peer groups
shown due to a change in the companies that make up the peer group. One company
that was in the previous year's peer group was sold, so two other companies were
added for this year's peer group. Our common stock is traded on the OTC Bulletin
Board. The chart assumes the investment of $100 on September 30, 1998, and the
immediate reinvestment of all dividends.
[PERFORMANCE GRAPH]
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
HMI Industries Inc. $100.00 $100.00 $64.29 $65.71 $29.14 $46.29
New Peer Group $100.00 $117.99 $89.74 $71.72 $91.72 $122.81
Old Peer Group $100.00 $213.87 $172.14 $117.25 $104.14 $123.85
NASDAQ Market Index $100.00 $163.15 $216.67 $88.55 $69.59 $106.64
The new peer group companies, which are in similar lines of business as us, are
AB Electrolux, Applica Incorporated, Maytag Corporation, National Presto
Industries, Inc. and Salton, Inc. Last year's peer group did not include
Electrolux and Maytag. Royal Appliance Mfg. Co., which was sold earlier this
year, was in last year's peer group. Some of our direct competitors are
divisions of larger corporations, privately held corporations or foreign
corporations and are not included in the peer comparisons since the pertinent
information is not available to the public.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (NOT IN
THOUSANDS)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the names and share ownership as of January 31,
2004, of those persons who, to our knowledge, are the beneficial owners of more
than 5% of our outstanding common stock based upon information furnished to us
by such person or through a Schedule 13D, 13G or Form 4. Each beneficial owner
has sole power to vote and dispose of the shares indicated, except as otherwise
stated.
30
Name & Address of Beneficial Owners as of Number of Shares % of Common
September 30, 2003 Beneficially Owned Stock
- ------------------------------------------------------- ---------------------------------- --------------------
Barry L. Needler 1,860,000 (1) (2) 27.57%
P.O. Box 2463, Station B
Richmond Hill, Ontario L4E 1A5
Steeplechase Corp. (3) 1,709,250 25.34%
P.O. Box 2463, Station B
Richmond Hill, Ontario L4E 1A5
Kirk. W. Foley 2,894,044 (4) 42.90%
2045 Lakeshore Blvd., #3507
Toronto, Ontario M8V 2Z6
Amherst Tanti U.S. Inc. (5) 520,148 7.71%
2045 Lakeshore Blvd., #3507
Toronto, Ontario M8V 2Z6
James R. Malone 621,738 (6) 8.77%
5150 N. Tamiami Trail
Suite 600
Naples, FL 34103
U.S. Bancorp 546,015 (7) 8.09%
800 Nicollet Mall
Minneapolis, MN 55402
John S. Meany, Jr. 528,479 (8) 7.83%
9200 S. Winchester Ave.
Chicago, Illinois 60620
Robert J. Williams 466,937 6.92%
50 Midtown Park East
Mobile, AL 36606
Thomas N. Davidson 378,692 (9) 5.61%
7 Sunrise Cay Drive
Key Largo, FL 33037
1) Includes shares owned of record and beneficially by Fairway Inc.
(150,750 shares) and Steeplechase Corp. (1,709,250 shares). Mr.
Needler controls these corporations and serves as a Director and Chief
Executive Officer of these corporations.
2) Under the terms of the Agreement Barry Needler has surrendered his
right to vote or transfer the shares except in accordance with the
Agreement.
3) Mr. Needler is the President and Chief Executive Officer of
Steeplechase Corp.
31
4) Includes 520,148 shares owned of record by Amherst Tanti U.S. Inc. and
10,300 shares in a retirement fund. Also includes 2,339,028 shares for
which Mr. Foley holds an irrevocable proxy pursuant to the Agreement.
5) Amherst Tanti U.S. Inc. is owned by Kirk W. Foley and his wife. Mr.
Foley serves as President of this corporation.
6) Includes 343,332 shares subject to issuance upon the exercise of stock
options exercisable within 60 days hereof. Also includes 11,000 shares
owned by his wife, beneficial ownership of which is disclaimed.
7) These shares are included in the total for Mr. Foley. US Bancorp does
not have power to dispose of or vote these shares.
8) Includes 6,750 shares owned by his wife, beneficial ownership of which
is disclaimed.
9) Includes 4,500 shares subject to issuance upon the exercise of stock
options exercisable with 60 days hereof.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of January 31, 2004, information concerning
the number of shares of common stock beneficially owned by each director, each
named executive officer, and by all executive officers and directors as a group.
The totals shown below for each person and for the group include shares held
personally, shares held by immediate family members, and shares acquirable
within sixty days of the date hereof by the exercise of stock options.
32
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)
- ------------------------------------------------------------------------------------------------------
Direct Exercisable
Name of Beneficial Owner Ownership Options (2) Total Percent (3)
------------------------ --------- ----------- ----- -----------
Robert Breadner 2,700 0 2,700 *
Daniel J. Duggan 216,550 86,666 303,216 4.44%
Kirk W. Foley 2,894,044 (4) 0 2,894,044 42.90%
Wesley Eric Foley 3,437 0 3,437 *
James R. Malone 278,406 (5) 343,332 621,738 8.77%
Joseph L. Najm 22,000 43,333 65,333 *
John A. Pryor 53,752 (6) 100,000 153,752 2.25%
Murray Walker 258,100 (7) 15,000 273,100 4.04%
Darrell Weeter 85,625 64,166 149,791 2.20%
Ivan J. Winfield 15,000 (8) 115,000 130,000 1.89%
All Executive Officers and
Directors as a Group 4,111,493 826,663 4,938,156 65.21%
1) Each person has sole voting and investment power with respect to all
shares shown except as indicated below.
2) Represents shares subject to stock options that are exercisable as of
January 31, 2004, or became exercisable prior to March 31, 2004.
3) Unless otherwise indicated, the percentage of Common Stock owned is
less than one percent of the Common Stock outstanding.
4) Includes 520,148 shares owned of record by Amherst Tanti U.S. Inc. and
10,300 shares in a retirement fund. Also includes 2,339,028 shares for
which Mr. Foley holds an irrevocable proxy pursuant to the Agreement.
5) Includes 11,000 shares owned by his wife, beneficial ownership of
which is disclaimed.
6) Includes 34,900 shares held in a retirement fund.
7) A portion of these shares (253,100) are subject to the Agreement.
8) Includes 12,200 shares held in a retirement plan.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Refer to Part II, Item 5 above for information relating to securities authorized
for issuance under equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (DOLLARS IN THOUSANDS)
James R. Malone, our former Chairman and Chief Executive Officer, Darrell
Weeter, President of the Company's Americas division, and John Glomb, a
33
Regional Vice President of the Company, each own 31.67% of the membership
interests in a Company called Vision Capital Logistics, LLC ("VCL"). VCL, a
brokerage service provider for sourcing consumer credit, assists its clients in
securing third party financing for its clients' customers to purchase products,
including products manufactured by us and sold by our Distributors. VCL charges
additional fees to our Distributors for these financing services. VCL's client
list also includes a number of other "direct sales" companies, including other
floor care companies. In securing such financing, VCL may guarantee the legal
compliance obligations (but not any payment obligations) of our Distributors to
a third party lender. The third party lender pays VCL a participation fee for
such financing services, a part of which (twelve percent (12%)) VCL pays to us.
During the fiscal years ended September 30, 2003, 2002 and 2001, VCL paid us
$24, $17 and $10, respectively in connection with such financing services.
Additionally, in certain cases a Distributor may not be able to complete a sale
because of the substandard credit status of the retail customer. In such cases
VCL may provide the Distributor with financing for this sale. We entered into an
arrangement with VCL known as a Swap Program under which VCL will purchase the
contract of the retail customer from the Distributor and arrange for the
financing of the contract at a significant discount. To replace the product sold
by our Distributor and for which the Distributor received only a portion of the
consumer sale price, VCL will purchase a replacement product from us at the same
price paid by our Master Distributors and we will ship it to the Distributor to
replace the product the Distributor just sold. During the fiscal years ended
September 30, 2003, 2002 and 2001, VCL purchased an aggregate of $35, $19 and
$19, respectively of our products under the Swap Program. Under the terms of our
credit facility in place from time to time, we were prohibited from engaging in
certain of the financing activities provided by VCL.
From June 2000 until January 2003 we sublet to VCL a portion of our office space
in Naples, Florida. During the fiscal years ended September 30, 2003, 2002, and
2001 VCL paid us $8, $24 and $13, respectively, in rent for such space, which
amount was based upon an allocation of our total monthly lease payments to the
amount of space utilized by VCL. In February, 2003 a new lease was entered into
for office space with VCL as the tenant. We began subleasing space from VCL for
$3 per month, which amount was based upon an allocation of VCL's total monthly
lease payments to the amount of space that we utilized. In the fiscal year ended
September 30, 2003 we paid VCL a total of $21 in lease payments. The sublease
was terminated in February, 2004.
We have had a long standing relationship with Ametek Inc. by which we have
purchased motors for our products. James R. Malone, our former Chairman and
Chief Executive Officer, is a director of Ametek, Inc. During the fiscal years
ended September 30, 2003, 2002 and 2001 our purchases from Ametek were $1,973,
$1,704 and $1,633, respectively. We believe the terms of these purchases were as
favorable to us as those which could have been obtained from unrelated parties.
Darrell Weeter has served for many years as President of FVS, Inc. a distributor
of products manufactured by us and which is owned by Mr. Weeter and his wife.
For the fiscal years ended September 30, 2003, 2002 and 2001, FVS, Inc.
purchased, at Master Distributor pricing, a total of $78, $100 and $107
respectively in products from us. Mr. Weeter also received amounts due to him
under our Career Development Program of $132, $126 and $165 for the fiscal years
ended September 30, 2003, 2002 and 2001, respectively. The amounts paid were
Distributor paid overrides collected by us from Distributors that were brought
into the business by Mr. Weeter.
34
Derek Hookom, an employee of HMI, is President of Summit Air, a distributor of
products manufactured by HMI. For the fiscal years ended September 30, 2003,
2002 and 2001, Summit Air purchased, at Master Distributor pricing, a total of
$254, $604 and $1,133 respectively in products from us. Mr. Hookom also received
amounts due to him under our Career Development Program of $102, $58 and $1, for
the fiscal years ended September 30, 2003, 2002 and 2001, respectively. The
amounts paid were Distributor paid overrides collected by us from Distributors
that were brought into the business by Mr. Hookom.
For information regarding a transaction involving Kirk Foley, please see
"Compensation Committee Interlocks and Insider Participation" in Item 11 above.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT.
1. FINANCIAL STATEMENTS AND RELATED SCHEDULES:
Page
Number
-----------
Report of Independent Auditors 39
Consolidated Balance Sheets as of September 30, 2003, and 2002 40
Consolidated Statements of Operation for the years ended
September 30, 2003, 2002, and 2001 41
Consolidated Statements of Stockholders' Equity for the years ended
September 30, 2003, 2002, and 2001 42
Consolidated Statements of Cash Flow for the years ended
September 30, 2003, 2002, and 2001 43
Notes to Consolidated Financial Statements 44
Schedule II - Valuation and Qualifying Accounts and Reserves 63
Schedules other than those listed above are omitted because they are
not required or are not applicable, or the required information is
shown in the consolidated financial statements, the notes thereto, or
in Management's Discussion and Analysis of Financial Condition and
Results of Operations.
35
2. EXHIBIT LIST:
Exhibit
Number Description
---------- --------------------------------------------------------
3.1 Certificate of Incorporation~
Incorporated by reference from Annual Report on form
10-K for the year ended September 30, 1995
3.2 Bylaws~
Incorporated by reference from Form 10-Q for the
quarter ended June 30, 2003
9.0 Voting Trust Agreement~
Stockholders Voting Agreement, incorporated by
reference from Form 13-D filed on October 19, 2001
10.00 Material Contracts~
U.S. Bank N.A. $2,000,000 Revolving Credit Note,
incorporated by reference from Form 10-Q for the
quarter ended June 30, 2001
10.01 Material Contracts~
U.S. Bank N.A.$1,000,000 Revolving Credit Note,
incorporated by reference from Form 10-Q for the
period ended March 31, 2002
10.02 Material Contracts~
Amendment to U.S. Bank N.A. $1,000,000 Revolving
Credit Note, incorporated by reference from Form 10-K
for the year ended September 30, 2002
10.03 Material Contracts~
Amendment to U.S. Bank N.A. $2,000,000 Revolving
Credit Note, incorporated by reference from Form 10-Q
for the quarter ended December 31, 2002
10.04 Material Contracts~
Amendment to U.S. Bank N.A. $2,000,000 Revolving
Credit Note, attached
10.05 Material Contracts~
U.S. Bank N.A. Waiver Letter and Amendment to
Revolving Credit Note, dated February 20, 2004,
attached.
10.06 Material Contracts~
13-D Settlement Agreement incorporated by reference
from Form 8-K filed on February 19, 2002
10.07 Material Contracts~
Change of Control Agreement - Weeter, attached
10.08 Material Contracts~
Change of Control Agreement - Duggan, incorporated by
reference from Form 10-K for the year ended September
30, 2002
10.09 Material Contracts~
Change of Control Agreement - Pryor, incorporated by
reference from Form 10-K for the year ended September
30, 2001
10.10 Material Contracts~
Change of Control Agreements - McGraw and Malone,
incorporated by reference from Form 10-K/A3 for the
year ended September 30, 1997
36
10.11 Material Contracts~
Employment Agreement - Pryor, incorporated by
reference from Form 10-K for the year ended September
30, 2001
10.12 Material Contacts~
Accelerated Incentive Stock Option Agreements,
incorporated by reference from Form 10-K for the year
ended September 30, 2000
10.13 Material Contracts~
Incentive Stock Option Agreement - Pryor,
incorporated by reference from Form 10-K for the year
ended September 30, 2001
10.14 Material Contracts~
Incentive Stock Option Agreements, incorporated by
reference from Form 10-K for the year ended September
30, 2001
10.15 Material Contracts~
Incentive Stock Option Agreements, incorporated by
reference from Form 10-K for the year ended September
30, 2000
10.16 Material Contracts~
Incentive Stock Option Agreements incorporated by
reference from Form 10-Q for the quarter ended March
31, 1999
11 Statement re: Computation of per share earnings~
See Note 1 on Page 50 of the Financial Statements
14 Code of Ethics~
Attached
21 Subsidiaries of Registrant~
Note 1 on Page 44 of this report
23 Consent of Independent Accountants~
Attached
31.1 Rule 13a-14(a)/15d-14(a) Certification~
Certification Pursuant to 15 U.S.C. Section 7241 for
Kirk. W. Foley, attached
31.2 Rule 13a-14(a)/15d-14(a) Certification~
Certification Pursuant to 15 U.S.C. Section 7241 for
Julie A. McGraw, attached
32.1 Section 1350 Certification~
Certification for Kirk W. Foley Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), attached
32.2 Section 1350 Certification~
Certification for Julie A. McGraw Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), attached
37
(B) REPORTS ON FORM 8-K.
No report on Form 8-K was filed during the last quarter of fiscal 2003.
(C) EXHIBITS.
Reference is made to the above Exhibit List table.
(D) FINANCIAL STATEMENT SCHEDULES.
Schedules required to be filed in response to this Item are listed above in
the Financial Statements and Related Schedules table.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
HMI INDUSTRIES INC.
(Registrant)
by /s/ Julie A. McGraw
------------------------------------------
Julie A. McGraw
Vice President, Chief Financial Officer
and Treasurer
February 20, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on Form 10-K has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Kirk W. Foley /s/ John A. Pryor /s/ Robert Breadner
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Kirk W. Foley John A. Pryor Robert Breadner
Chairman of the Board and Director President and Chief Operating Officer Director
February 20, 2004 and Director February 20, 2004
February 20, 2004
/s/ Wesley E. Foley /s/ Murray Walker /s/ Ivan J. Winfield
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Wesley E. Foley Murray Walker Ivan J. Winfield
Director Director Director
February 20, 2004 February 20, 2004 February 20, 2004
/s/ Earl J. Watson
- ------------------------------------------
Earl J. Watson
Corporate Controller
February 20, 2004
38
REPORT OF INDEPENDENT AUDITORS
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity, and cash flows
present fairly, in all material respects, the financial position of HMI
Industries, Inc. and its subsidiaries at September 30, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended September 30, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and other intangible assets to
comply with the provisions of Statement of Financial Accounting Standard No.
142, "Goodwill and Other Intangible Assets," effective October 1, 2002.
As discussed in Note 4 and Note 11, the Company's credit facility agreement
expires on October 15, 2004.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 13, 2004 (except for Note 4 and Note 11, as to which the date is
February 20, 2004)
39
HMI INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
Dollars and shares in thousands, except par values SEPTEMBER 30, September 30,
2003 2002
- ----------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 948 $ 481
Trade accounts receivable (net of allowance of $194 and $482) 1,892 2,007
Inventories:
Finished goods 2,555 2,076
Work-in-progress, raw material and supplies 2,153 2,113
Deferred income taxes - 1,476
Prepaid expenses 397 292
Other current assets 152 54
- ----------------------------------------------------------------------------------------------------------
Total current assets 8,097 8,499
- ----------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT, NET 2,178 4,310
- ----------------------------------------------------------------------------------------------------------
OTHER ASSETS:
Cost in excess of net assets of acquired businesses
(net of accumulated amortization of $-0- and $3,739) - 5,451
Deferred income taxes - 2,550
Trademarks (net of accumulated amortization of $210 and $162) 370 375
Other 121 271
- ----------------------------------------------------------------------------------------------------------
Total other assets 491 8,647
- ----------------------------------------------------------------------------------------------------------
Total assets $ 10,766 $ 21,456
=========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $ 1,383 $ 1,392
Trade accounts payable 2,143 1,957
Income taxes payable 506 506
Accrued expenses and other liabilities 3,445 2,395
Long-term debt due within one year 22 302
- ----------------------------------------------------------------------------------------------------------
Total current liabilities 7,499 6,552
- ----------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
Long-term debt (less amounts due within one year) 11 33
- ----------------------------------------------------------------------------------------------------------
Total long-term liabilities 11 33
- ----------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred stock, $5 par value; authorized, 300 shares; issued, - -
none
Common stock, $1 par value; authorized, 10,000 shares;
issued and outstanding, 6,746 shares 6,746 6,746
Capital in excess of par value 8,231 8,231
Unearned compensation, net - (3)
Retained (deficit) earnings (11,721) 802
Accumulated other comprehensive loss (Note 1) - (905)
- ----------------------------------------------------------------------------------------------------------
Total stockholders' equity 3,256 14,871
- ----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 10,766 $ 21,456
==========================================================================================================
See notes to consolidated financial statements.
40
HMI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Dollars and shares in thousands, except per share data FOR THE YEARS ENDED SEPTEMBER 30,
2003 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
REVENUES:
Net product sales $ 34,539 $ 37,113 $ 32,536
- ------------------------------------------------------------------------------------------------------------------------
OPERATING COSTS AND EXPENSES:
Cost of products sold 21,025 21,298 19,370
Selling, general and administrative expenses 14,117 14,782 13,385
Loss on impairment of asset 1,613 - -
Loss on liquidation of subsidiary 905 - -
Interest expense 53 86 101
Other (income) expense, net (158) 344 186
- ------------------------------------------------------------------------------------------------------------------------
Total operating costs and expenses 37,555 36,510 33,042
- ------------------------------------------------------------------------------------------------------------------------
(Loss) income before income taxes and cumulative effect of (3,016) 603 (506)
accounting change
Provision (benefit) for income taxes 4,056 265 (593)
- ------------------------------------------------------------------------------------------------------------------------
(Loss) income before cumulative effect of accounting change (7,072) 338 87
Cumulative effect of accounting change 5,451
- ------------------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (12,523) $ 338 $ 87
========================================================================================================================
Weighted average number of shares outstanding:
Basic 6,744 6,719 6,691
Diluted 6,744 6,719 6,724
========================================================================================================================
BASIC AND DILUTED PER SHARE OF COMMON STOCK (NOTE 1):
(Loss) income before cumulative effect of accounting change $ (1.05) $ 0.05 $ 0.01
Cumulative effect of accounting change $ (0.81) $ - $ -
- ------------------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (1.86) $ 0.05 $ 0.01
========================================================================================================================
See notes to consolidated financial statements.
41
HMI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2003, 2002, AND 2001
Dollars in thousands Capital
in
Excess Accumulated
of Retained Other Treasury Total
Common Par Unearned Earnings Comprehensive Treasury Stock Stockholders'
Stock Value Compensation (Deficit) Loss Shares Amount Equity
--------- ------- ------------- --------- -------------- -------- --------- -------------
Balance at September 30, 2000 $6,658 $8,279 ($41) $377 ($879) $- $- $14,394
Comprehensive income:
Net income 87 87
Translation adjustment (21) (21)
-------------
Total comprehensive income 66
Issuance of common stock 50 50
Unearned compensation 33 33
--------- ------- ------------- --------- -------------- -------- --------- -------------
Balance at September 30, 2001 6,708 8,279 (8) 464 (900) - - 14,543
Comprehensive income:
Net income 338 338
Translation adjustment (5) (5)
-------------
Total comprehensive income 333
Issuance of common stock 38 38
Unearned compensation 5 5
Employee benefit stock (48) (48)
--------- ------- ------------- --------- -------------- -------- --------- -------------
Balance at September 30, 2002 6,746 8,231 (3) 802 (905) - - 14,871
COMPREHENSIVE INCOME:
NET LOSS (12,523) (12,523)
TRANSLATION ADJUSTMENT - -
-------------
TOTAL COMPREHENSIVE LOSS (12,523)
CUMULATIVE TRANSLATION
ADJUSTMENT ASSOCIATED
WITH LIQUIDATION OF
FOREIGN SUBSIDIARY 905 905
UNEARNED COMPENSATION 3 3
--------- ------- ------------- --------- -------------- -------- --------- -------------
BALANCE AT SEPTEMBER 30, 2003 $ 6,746 $8,231 - ($11,721) - - - $ 3,256
========= ======= ============= ========= ============== ======== ========= =============
See notes to consolidated financial statements.
42
HMI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands FOR THE YEARS ENDED SEPTEMBER 30,
2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (12,523) $ 338 $ 87
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Cumulative effect of accounting change 5,451 - -
Loss on impairment of asset 1,613 - -
Loss on liquidation of foreign subsidiary 905 - -
Depreciation and amortization 744 928 913
Provision for loss on sale/disposal of assets - 17 -
Provision for loss on receivables - 59 -
Treasury/common shares issued, net of unearned
compensation and employee benefit stock - (5) 83
Unearned compensation 3 - -
Deferred income taxes 4,026 235 (230)
Changes in operating assets and liabilities:
Decrease in receivables 115 100 1,181
Increase in inventories (518) (441) (532)
(Increase) decrease in prepaid expenses (105) (108) 227
(Increase) decrease in other current assets (98) 309 (73)
Increase (decrease) in accounts payable 186 (343) (258)
Increase (decrease) in accrued expenses and other
liabilities 1,050 379 (824)
Decrease in income taxes payable - (26) (431)
Other, net 105 (86) (169)
- --------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 954 1,356 (26)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (176) (866) (2,278)
- --------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (176) (866) (2,278)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowing under credit facility (9) 201 1,191
Payment of long term debt (302) (615) (17)
- --------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (311) (414) 1,174
- --------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 467 76 (1,130)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 481 405 1,535
- --------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 948 $ 481 $ 405
==============================================================================================================
See notes to consolidated financial statements.
43
HMI INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (DOLLARS IN THOUSANDS, EXCEPT
SHARES AND PER SHARE DATA)
BASIS OF CONSOLIDATION
The consolidated financial statements include all controlled subsidiaries.
Operations include the accounts of HMI Industries Inc. and the following
wholly-owned subsidiaries: Health-Mor International Inc., HMI Incorporated,
Health-Mor Acceptance Corporation, HMI Acceptance Corporation, and Health-Mor
Acceptance Pty. Ltd. All significant intercompany accounts and transactions have
been eliminated.
Our principal products include a high filtration portable surface cleaner that
is marketed as a healthier alternative to the typical vacuum cleaner and a
portable room air cleaner that helps to remove particles, gases, and odors from
the air. The two products are sold together as a complete Filter Queen Indoor
Air Quality System(TM).
RECLASSIFICATION
Certain amounts in the fiscal 2001 consolidated financial statements have been
reclassified to conform to the fiscal 2003 and 2002 presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of any contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Our financial instruments consist principally of cash and cash equivalents,
accounts and notes receivable, accounts payable, accrued expenses and other
liabilities, line of credit, and short and long-term debt in which the fair
value of these financial instruments approximates the carrying value.
CASH EQUIVALENTS
We consider all highly liquid instruments purchased with a maturity of less than
three months to be cash equivalents. Cash equivalents are comprised primarily of
commercial paper. We believe the carrying amounts approximate fair value due to
the short maturities of these instruments.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
We maintain an allowance for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. Quarterly, we
perform a review of all customer accounts with respect to aging of receivables,
historical payment patterns, customers' financial condition, and from this
review determine if an allowance is needed.
44
SALES RETURN AND ALLOWANCE
We record a provision for estimated sales returns and allowances on product
sales in the same period as the related revenues are recorded. These estimates
are based on historical sales returns and other known factors.
ADVERTISING COSTS
We expense the production costs of advertising the first time the advertising
takes place. Advertising expense was $151, $1,808, and $591, in fiscal 2003,
2002, and 2001, respectively.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined
principally on the last-in, first-out (LIFO) method, which provides a better
matching of current costs and revenues. The following presents the effect on
inventories and income before taxes had we used the first-in, first-out (FIFO)
method of inventory valuation.
2003 2002
--------- ---------
Percentage of total inventories on LIFO 100% 100%
Inventory amount had FIFO method been utilized to value inventory $5,103 $4,599
(Decrease) increase in net income before taxes due to LIFO $ (14) $ (11)
EXCESS AND OBSOLESCENCE RESERVES
We evaluate our inventory quarterly to determine excess or slow moving items
based on current order activity and projections of future demand. For those
items identified, we estimate their market value or net sales value based on
current trends. An allowance is created for those items having a net sales value
less than cost.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation is provided on
the straight-line method over estimated useful lives of 5 years for leasehold
improvements and 3 to 10 years for machinery and equipment. Improvements, which
extend the useful life of property, plant and equipment, are capitalized, and
maintenance and repairs are expensed. When property, plant and equipment are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the appropriate accounts and any gain or loss is included in
income.
GOODWILL AND OTHER INTANGIBLE ASSETS
Pursuant to SFAS 142 "Goodwill and Other Intangible Assets" we ceased amortizing
goodwill in the period beginning October 1, 2002. Prior to the adoption of SFAS
No. 142, we amortized goodwill on a straight-line basis over 40 years. Other
intangible assets are amortized on a straight-line basis over their useful
lives, ranging from ten to seventeen years. Goodwill amortization for the years
ended September 30, 2002, and 2001, was $245 and $245, respectively.
FAS 142 primarily addresses the accounting for goodwill and intangible assets
subsequent to their initial recognition. The provisions of FAS 142 prohibit the
amortization of goodwill and indefinite-lived intangible assets, require that
goodwill and indefinite-lived intangible assets be tested annually for
impairment (and in interim periods if certain events occur indicating that the
carrying value of goodwill and/or indefinite-lived intangible assets may be
impaired), require that reporting units be identified for the purpose of
assessing potential impairments of goodwill, and remove the forty-year
limitation on the amortization period of intangible assets that have finite
lives.
45
During the first quarter of fiscal 2003 we completed the first step of the
two-step implementation process by obtaining a valuation of HMI for comparison
to the carrying value and began the process of measuring the amount of the
impairment (step two). Management does not believe that the market value of
common stock fairly reflects the value of HMI, because of, among other things,
the absence of liquidity, and the absence of analyst coverage. Accordingly, the
valuation experts employed by us utilized the market value of the common stock
as of October 1, 2002, but also weighted the valuation for comparable values of
peer companies, recent sales of similar types of companies, and a discounted
cash flow methodology. Based on the assumptions used in any of the three
valuations referred to above and depending on the weighting used for each
valuation, results of the valuation could be significantly changed. However, for
accounting purposes we believe that the weighting methodology used is reasonable
and results in an accurate and fair value of HMI.
During the second quarter of fiscal 2003 we completed our initial impairment
test for October 1, 2002, resulting in a full impairment of the goodwill
recorded on HMI's books through a non-cash charge of $5,451. Such charge is
non-operational in nature and is reflected as a Cumulative Effect of Accounting
Change in the accompanying Consolidated Statements of Operations for the year
ended September 30, 2003.
A reconciliation of the reported net (loss) income and net (loss) income per
share to the amounts adjusted for the exclusion of amortization of goodwill and
the cumulative effect of a change in accounting principle for the years ended
September 30, 2003, 2002, and 2001, respectively, had the provisions of SFAS 142
been applied on October 1, 2000, is as follows:
2003 2002 2001
- --------------------------------------------------------------------------------------------------------------------
(Loss) income before cumulative effect of accounting change $ (7,072) $ 338 $ 87
Cumulative effect of accounting change 5,451 - -
- --------------------------------------------------------------------------------------------------------------------
Net (loss) income (12,523) 338 87
Goodwill amortization add back, net of tax - 245 245
- --------------------------------------------------------------------------------------------------------------------
Adjusted net (loss) income $ (12,523) $ 583 $ 332
====================================================================================================================
Weighted average number of shares outstanding:
Basic 6,744 6,719 6,691
Diluted 6,744 6,719 6,724
====================================================================================================================
Basic and diluted per share of common stock:
(Loss) income before cumulative effect of accounting
change $ (1.05) $ 0.05 $ 0.01
Cumulative effect of accounting change (0.81) $ - $ -
Goodwill amortization add back, net of tax - $ 0.04 $ 0.04
====================================================================================================================
Adjusted net (loss) income $ (1.86) $ 0.09 $ 0.05
====================================================================================================================
Total amortization expense for trademarks and patents was $49, $41, and $40 for
the years ended September 30, 2003, 2002, and 2001, respectively. Amortization
expense for trademarks and patents is estimated for the next five fiscal years
ending September 30, 2004, through 2008, as $41, $19, $19, $17, and $15.
46
VALUATION OF LONG-LIVED ASSETS
As of the beginning of fiscal 2003 we adopted Statement of Financial Accounting
Standards ("FAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". The adoption of this accounting standard did not have a
material impact on our operating results and financial position. We assess
potential impairments to our long-lived assets when there is evidence that
events or changes in circumstances indicate that the carrying amount of an asset
may not be recovered. An impairment loss is recognized when the carrying amount
of the long-lived asset is not recoverable and exceeds its fair value. The
carrying amount of a long-lived asset is not recoverable if it exceeds the sum
of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. Any required impairment loss is measured as the amount
by which the carrying amount of a long-lived asset exceeds its fair value and is
recorded as a reduction in the carrying value of the related asset and a charge
to operating results.
During the fourth quarter of fiscal 2003 we performed an analysis on the
potential impairment on certain tooling assets approximating $1,613. Based upon
our analysis, we concluded that the tooling assets were fully impaired as of
September 30, 2003; this conclusion was based upon the held and used model which
includes significant assumptions regarding future cash flows and utilizes a
model of weighted probability cash flow projections over the estimated life of
the product. Scrap value for these assets was determined to be nominal;
accordingly a $1,613 impairment of this asset was recorded as of September 30,
2003, to write the assets down to their net realizable value.
FOREIGN CURRENCY TRANSLATION
Prior to the liquidation, in the second quarter of fiscal 2003, of our remaining
foreign subsidiaries, all consolidated foreign operations used the local
currency of the country of operation as the functional currency and translated
the local currency asset and liability accounts at year-end exchange rates while
income and expense accounts were translated at weighted average exchange rates.
The resulting translation adjustments were accumulated as a separate component
of Stockholders' Equity titled "Accumulated Other Comprehensive Loss." Such
adjustments will affect net income only upon sale or liquidation of the
underlying foreign investments.
Exchange gains and losses from transactions in a currency other than the local
currency of the entity involved are included in income as they occur.
Significantly all of our product sales to our customer base are conducted in
U.S. dollars and therefore net transaction and translation adjustments are not
significant.
During the second quarter of fiscal 2003 we recorded a write-off of $905 for
cumulative translation adjustments associated, primarily, with the liquidation
of our Canadian subsidiary.
COMPREHENSIVE INCOME/LOSS
Prior to the liquidation in the second quarter of fiscal 2003 of our remaining
foreign subsidiaries, comprehensive income/loss combined net income/loss and
"other comprehensive items," which represented foreign currency translation
adjustments, were reported as a separate component of Stockholders' Equity in
the accompanying Consolidated Balance Sheets. We present such information in our
Statements of Stockholders' Equity on an annual basis and in a footnote in our
quarterly reports. Subsequent to the liquidation of our Canadian subsidiary, we
do not incur foreign currency translation adjustments.
47
GUARANTEES
During the second quarter of fiscal 2003 we adopted Financial Accounting
Standards Board Interpretation No. 45 ("FIN 45") "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN 45 requires that a liability be recorded in the
guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45
requires disclosures about the guarantees that an entity has issued, including a
reconciliation of changes in the entity's product warranty liabilities. The
disclosure requirements are effective for financial statements for interim or
annual periods ended after December 15, 2002, while the recognition and
measurement provisions of FIN 45 are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002.
We have guaranteed repayment to a finance company for certain events of default
by some of our Canadian distributors. The finance company purchased the
installment sales contracts that the distributors entered into with their
customers for the sale of products manufactured by HMI. We require the
participating Canadian distributors to provide us with cash reserves, which are
held as liabilities on our records, in order to provide a fund for the payments
of any defaults by the participating Canadian distributors. Our obligation to
repurchase any contracts is limited to situations in which the borrower has any
valid defense, right of set-off or counterclaim regarding the loan; the loan
does not comply with all applicable laws and regulations; or the loan is not a
binding obligation of the borrower. It is not practical for us to estimate
future cash payments on possible repurchases; however, from the commencement of
the contract in July 2002 through the date of this filing we have repurchased
only one contract approximating $2 under this guarantee.
Warranty
We warrant our surface cleaner for a two-year period from the date of purchase
and offer a lifetime service benefit for the replacement of the surface
cleaner's motor at a price not to exceed $99 USD (not in thousands). We also
offer a five-year optional warranty on the portable surface cleaner. Outside the
U.S., we offer a two-year warranty for our high filtration portable surface
cleaner. The portable room air cleaner is warranted for renewable one-year
periods so long as the main air filter is replaced annually. A five-year
warranty is offered for our built-in vacuum system.
Our policy is to record a provision for the expected cost of warranty-related
claims at the time of the sale and adjust the provision to reflect actual
experience quarterly. The amount of warranty liability accrued reflects
management's best estimate of the expected future cost of honoring our
obligations under the warranty plans. Historically, the cost of fulfilling our
warranty obligations has principally involved replacements parts, labor and
sometimes travel. Our estimates are based on historical experience, the number
of units involved and the extent of features/components included in product
models.
Changes in our warranty liability for the years ended September 30, 2003, 2002,
and 2001, were as follows:
2003 2002 2001
-------- -------- --------
Balance at beginning of period $ 190 $ 299 $ 368
Charges to expense 245 60 164
Usage (242) (169) (233)
-------- -------- --------
Balance at end of period $ 193 $ 190 $ 299
======== ======== ========
48
SHIPPING AND HANDLING COSTS
Costs incurred for shipping and handling are included in the cost of products
sold when incurred. Amounts billed to customers for shipping and handling are
reported as net product sales.
SEGMENT REPORTING
We conduct our business as a single reportable segment.
CONCENTRATIONS
We are subject to risks specific to the individual customers with whom we do
business. In fiscal 2003 no individual customer accounted for more than 10% of
our product sales. In fiscal 2002 one international customer accounted for more
than 10% of our product sales. This international customers product sales were
11.9% of our total product sales. In fiscal 2001 three international customers
accounted for more than 10% each of our product sales with individual sales of
13.1%, 11.2%, and 10.2% of total product sales.
Our revenues, and the stability of such revenues, are dependent on our
relationships with third-party distributors and their sales persons and their
level of satisfaction with our products and us. The Distributors and Importers
are independent third parties who are not our employees and are not directly
under our control. There can be no assurance that the current relationships with
Distributors and Importers will continue on acceptable terms and conditions to
us, nor can there be any assurance that additional distributorship arrangements
with third parties will be obtained on acceptable terms. Moreover, there can be
no assurance that the Distributors and Importers will devote sufficient time and
resources to our products to enable the products to be successfully marketed.
Failure of some or all of our products to be successfully and efficiently
distributed could have a material adverse effect on our financial condition and
results of operations.
In addition, our business could be adversely affected by a variety of
uncontrollable and changing factors, including but not limited to: difficulty in
protecting our intellectual property rights in a particular foreign
jurisdiction; recessions in economies where we sell our products; longer payment
cycles for and greater difficulties collecting accounts receivable; export
controls, tariffs and other trade protection measures; social, economic and
political instability; and changes in United States and foreign countries laws
and policies affecting trade.
Sales to international customers represent 35.8%, 43.1%, and 49.7% of net
product sales for the years ending September 30, 2003, 2002, and 2001,
respectively.
REVENUE RECOGNITION
Our revenue recognition policy is to recognize revenues when products are
shipped, or for certain customers when the products are received by the
customer's shipping agent, at which time title transfers to the customer.
RESEARCH AND DEVELOPMENT COSTS
Costs incurred in research and development are expensed as incurred and included
in SG&A expenses. In fiscal year 2003, 2002, and 2001, we invested $74, $273,
and $351, respectively, in new product development.
INCOME TAXES
We account for income taxes pursuant to the provisions of Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes." Under
SFAS 109, the tax consequences in the future years for differences between the
financial and tax bases of assets and liabilities at year-end are reflected as
deferred income taxes.
49
Carrying value of our domestic net deferred tax assets assumes that we will be
able to generate sufficient future taxable income in certain tax jurisdictions,
based on estimates and assumptions. Management evaluates the realizability of
the deferred tax assets quarterly and assesses the need for additional valuation
allowances quarterly. During the fourth quarter of fiscal 2003 we recorded a
full valuation allowance against our domestic deferred tax assets based upon the
most current quarterly evaluation (See Note 6).
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest was $53, $86, and $96 for the years ended September 30,
2003, 2002, and 2001, respectively. Cash paid for income taxes was $29, $56, and
$70 for the years ended September 30, 2003, 2002, and 2001.
Each of the following transactions has been treated as non-cash financing items
for purposes of the Consolidated Statements of Cash Flows. During the third and
fourth quarter of fiscal 2002 we recorded $290 in debt in exchange for assets.
These vendor-financed assets consisted primarily of tools, molds, and equipment
associated with new product development. During the fourth quarter of fiscal
2001, we recorded $588 in debt in exchange for assets. These assets were
vendor-financed and consisted primarily of tools, molds, and production
equipment also related to new product development.
EARNINGS PER SHARE
Earnings per share have been computed according to Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share." The following is a
reconciliation of the number of shares (denominator) used in the basic and
diluted earnings per share computations (shares in thousands) for the year ended
September 30,
2003 2002 2001
------------------------ ----------------------- ------------------------
Per Per Per
Shares Share Share Share
Amount Shares Amount Shares Amount
--------- --------- --------- ---------- --------- ----------
Basic EPS 6,744 $ (1.86) 6,719 $ 0.05 $ 6,691 $ 0.01
Effect of dilutive
stock options - - - - 33 -
--------- --------- --------- ---------- --------- ----------
Diluted EPS 6,744 $ (1.86) 6,719 $ 0.05 $ 6,724 $ 0.01
========= ========= ========= ========== ========= ==========
Options outstanding during the years ended September 30, 2003, 2002 and 2001, to
purchase approximately 1,159, 1,147, and 1,322 shares of common stock,
respectively, were not included in the computation of diluted EPS because the
options' exercise prices were greater than the average market prices of the
common stock during the period and, therefore, the effect would be
anti-dilutive. The exercise prices of the options outstanding at September 30,
2003, range from $1.00 to $7.50 per share and expire between the period January
4, 2004, and August 29, 2010.
50
LONG-TERM COMPENSATION PLAN
We apply APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations in accounting for our stock plans as allowed under SFAS
Statement No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). Had
compensation cost for the stock granted in 2003, 2002, and 2001 been determined
consistent with SFAS 123, pro forma net (loss) income and earnings per common
share would have been as follows (dollars in thousands, except per share data):
2003 2002 2001
------------- ------------ -----------
Net income (loss), as reported $ (12,523) $ 338 $ 87
Add: Stock-based employee compensation expense included in reported
net income, net of related tax effects 2 3 20
Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax effects 93 150 240
------------ ---------- -----------
PRO FORMA NET INCOME (LOSS) $ (12,614) $ 191 $ (133)
============ ========== ===========
BASIC AND DILUTED PER SHARE OF COMMON STOCK:
As reported $ (1.86) $ 0.05 $ 0.01
Proforma $ (1.87) $ 0.03 $ (0.02)
FUTURE ACCOUNTING REQUIREMENTS
FASB Interpretation No. 46, Consideration of Variable Interest Entities (FIN No.
46): This statement was issued in January 2003 and requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The provisions of FIN 46 are effective immediately
for all arrangements entered into after January 31, 2003. For those arrangements
entered into prior to February 1, 2003, we are required to adopt the provisions
of FIN No. 46 at the end of the first quarter of fiscal 2004 in accordance with
the FASB Staff Position 46-R which delayed the effective date of FIN No. 46 for
those arrangements. We are in the process of determining the effect, if any, the
adoption of FIN No. 46-R will have on our financial statements.
SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity (SFAS No. 150): This statement, issued in May
2003, establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. SFAS No. 150 has been deferred
indefinitely related to certain measurement and disclosure components of the
standard; however, certain disclosure provisions are still required if
applicable to us. The final adoption of SFAS No. 150 is not expected to have a
significant impact, if any, on our financial statements; however, a formal
assessment will be performed.
51
2. PROPERTY, PLANT AND EQUIPMENT
2003 2002
----------- -----------
Leasehold improvements $ 288 $ 288
Machinery and equipment 7,747 7,564
Construction in progress - 1,620
----------- -----------
8,035 9,472
Accumulated depreciation 5,857 5,162
----------- -----------
Net property, plant and equipment $ 2,178 $ 4,310
=========== ===========
Depreciation expense relating to continuing operations for the years ended
September 30, 2003, 2002, and 2001, was $695, $639, and $608, respectively.
During the fourth quarter of fiscal 2003, we performed an analysis on the
potential impairment of certain tooling assets approximating $1,613. We
concluded from our analysis, which was based upon the held and used model that
the tooling assets were fully impaired and accordingly recorded an impairment
charge of $1,613 as of September 30, 2003, as the scrap value for these assets
was determined to be nominal.
3. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following:
2003 2002
----------- ---------
Accrued distributor development $ 1,077 $ 633
Distributor fund payable 1,020 630
Accrued compensation 544 579
Other 804 553
---------- ---------
$ 3,445 $ 2,395
========== =========
4. DEBT AND CREDIT FACILITY
In June 2001 we terminated our credit facility of $3,500 with Finova Capital and
entered into a $2,000 revolving line of credit with US Bank consisting of loans
against our eligible receivables and inventory. The credit agreement calls for
interest to accrue at the prime rate (4.00% at September 30, 2003). The facility
provided us with an improved interest rate, increased availability and more
favorable eligibility requirements, lower annual fees, and less restrictive
covenants than the Finova arrangement. The credit facility agreement includes
various covenants that include, but are not limited to, restrictions on paying
dividends, limitations on our ability to incur additional indebtedness, and
minimal requirements on tangible net worth, interest coverage ratio and capital
expenditures. As of September 30, 2003, we were not in compliance with our
interest coverage ratio and net worth covenants; however, we obtained a waiver
on these covenants which was effective until the February 20, 2004 amendment of
the credit facility.
52
On March 1, 2002, we entered into an additional $1,000 revolving line of credit
with our current lender consisting of loans against our eligible receivables and
inventory. This additional line, which expired on May 31, 2002, carried the same
interest rate and covenants as our existing $2,000 revolving line of credit and
was obtained to assist, if necessary, with the build-up of inventory associated
with the launch of our new product and other strategic initiatives. In July 2002
our lender approved the extension of the expiration date of this additional line
to January 31, 2003. In addition, we reset the capital expenditure covenant in
anticipation of exceeding the previously established levels during our fiscal
year ending September 30, 2002.
In January 2003 we entered into an amendment to our credit facility agreement
with our current lender. This amendment, which expires January 31, 2004,
increased our revolving line of credit from $2,000 to $3,000 and carries the
same interest rate and similar covenants as the original loan agreement.
On February 20, 2004 an amendment of our $3,000 credit facility agreement was
executed with our lender. The credit facility has an expiration date of October
15, 2004. The amended agreement carries the same interest rate and similar
covenants as the previous amended loan agreement, with the exception of the
interest coverage ratio which was amended to exclude non-cash expenses,
including but not limited to, the impairment of tooling assets and associated
inventory, and the tangible net worth covenant in which the minimum amount was
reset to $2,400.
As of September 30, 2003 and January 31, 2004, there was $1,383 and $1,738,
respectively, borrowed on our $3,000 amended credit facility.
During the fourth quarter of fiscal 2001 we recorded $588 in obligations
relating to vendor-financed assets. These assets consisted primarily of tools,
molds, and production equipment associated with new product development. These
obligations required monthly payments, including principal and interest, of $67
with the nominal annual interest rates on these leases ranging from 0.0% to
11.5% compounding monthly. The remaining terms of the obligations ranged from 6
to 13 months and are no longer outstanding at September 30, 2003.
During the third and fourth quarters of fiscal 2002 we recorded $290 in
obligations relating to vendor-financed assets. These assets consisted primarily
of tools, molds, and equipment associated with new product development. These
obligations required monthly payments, including interest, of $21 with the
nominal annual interest rates on this debt ranging from 0.0% to 2.0% compounding
monthly. The remaining terms of the obligations ranged from 6 to 12 months and
are no longer outstanding at September 30, 2003.
53
Long-term debt consists of the following:
2003 2002
--------- ---------
Bank line of credit - see above $ 1,383 $ 1,392
- -------------------------------
Vendor-finance obligations - 282
- --------------------------
bearing interest at 0.00% to 11.50% through
October 2002 adjusting to 2.00% thereafter, due
in monthly installments of $43 (including
interest) through September 2003
Capitalized lease obligations 33 53
- -----------------------------
bearing interest at 2.62% to 12.00% due in
monthly installments of $2 (including interest)
through March 2005
--------- ---------
1,416 1,727
Less amounts due within one year 1,405 1,694
--------- ---------
$ 11 $ 33
========= =========
The principal amount of long-term debt payable in the five years ending
September 30, 2004, through 2008, is $1,405, $11, $-0-, $-0-, and $-0-. The
weighted average interest rate on short-term borrowings at September 30, 2003,
and 2002, was 4.08% and 4.50%, respectively.
5. LONG-TERM COMPENSATION PLAN
We adopted the Health-Mor Inc. 1992 Omnibus Long-Term Compensation Plan in 1992.
The Plan provides for the granting of stock options, stock appreciation rights,
restricted stock awards, phantom stock, and/or performance shares ("Awards") to
our key employees and stock options for our non-employee directors. Options
granted under the Plan expire up to ten years after the date of grant if not
exercised and may be exercisable in whole or in part at the discretion of the
Committee established by the Board of Directors. Shares available for issuance
under the Plan may be authorized and unissued shares or treasury shares. The
maximum number of shares of common stock available for grant of Awards under the
Plan are limited on an annual and cumulative basis as further defined in the
Plan.
Stock options under the Plan generally have exercise prices equal to the fair
market values at dates of grant, otherwise, if the option price is less than the
fair market value at the date of the grant, compensation expense is recorded for
the difference. For restricted or phantom stock, we record compensation expense
as the excess of the quoted market price of the unrestricted share of stock at
the award date over the purchase price, if any.
During fiscal 2000 the Board of Directors granted 415,000 incentive stock
options (215,000 at $1.0625 per share and 200,000 at $1.25 per share) and 10,000
restricted shares to certain of our key employees in accordance with the Plan.
Vesting immediately were 215,000 options. The remaining options, 200,000
options, vest over a 48-month period with the vesting subject to acceleration
clauses based upon our company's stock price. No compensation expense was
recorded related to the stock options during fiscal 2000 as the exercise price
was equal to the fair market value at the grant date.
54
During fiscal 2001 the Board of Directors granted 560,000 incentive stock
options (410,000 at $1.15 per share and 150,000 at $1.30 per share) to certain
of our key employees in accordance with the Plan. All 560,000 options vest over
a three-year period. No compensation expense was recorded related to the stock
options as the exercise price was equal to the fair market value at the grant
date.
No options or awards were granted during fiscal 2003 or 2002 to key employees.
There were -0-, -0-, and -0- shares issued and -0-, -0-, and -0- non-vested
shares forfeited pursuant to the Plan in fiscal 2003, 2002, and 2001,
respectively. Unamortized deferred compensation amounted to $-0-, $3, and $8 at
September 30, 2003, 2002, and 2001, respectively. Total compensation expense, in
conjunction with the Plan was $3, $5, and $33 in fiscal 2003, 2002, and 2001,
respectively.
The fair value for all options granted in 2003, 2002, and 2001 were estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions:
2003 2002 2001
OPTIONS OPTIONS OPTIONS
------------------ -------------------- ------------------
Risk free interest rate 3.8% 4.5% 3.9% to 4.9%
Expected life of option 4 yrs. 4 yrs. 3 yrs. to 4 yrs.
Expected dividend yield of stock 0.0% 0.0% 0.0%
Expected volatility of stock 108.8% 102.2% 95.3% to 102.5%
A summary of our stock option activity and related information for the years
ended September 30, 2003, 2002, and 2001, is shown in the following table.
Shares subject Weighted
to option average option
(in thousands) price per share
------------------- ---------------------
September 30, 2000, Outstanding 1,061 $ 2.89
Granted 596 1.18
Canceled (54) 5.14
-------------------
September 30, 2001 1,603 2.18
Granted 46 1.08
Canceled (537) 2.84
-------------------
September 30, 2002 1,112 1.81
Granted 24 1.00
Canceled (12) 3.63
-------------------
September 30, 2003, Outstanding 1,124 $ 1.77
===================
Options exercisable and shares available for future grant on September 30 (in
thousands except per share data):
2003 2002 2001
------------ ------------- -------------
Options exercisable 898 704 784
Weighted-average option price per share
of options exercisable $1.92 $2.16 $3.16
Weighted-average fair value of options
granted during the year $0.49 $0.47 $0.77
55
The ranges of exercise prices and the remaining contractual life of options as
of September 30, 2003, were:
Range of exercise prices $1-$2 $2-$8
Options outstanding:
Outstanding as of September 30, 2003 (in thousands) 1,024 100
Weighted-average remaining contractual life 2.55 2.72
Weighted-average exercise price $1.21 $7.50
Options exercisable:
Outstanding as of September 30, 2003 (in thousands) 798 100
Weighted-average remaining contractual life 2.31 2.72
Weighted-average exercise price $1.22 $7.50
6. INCOME TAXES
The provision (benefit) for income taxes relating to continuing operations
consists of the following:
2003 2002 2001
--------- ------------ ------------
Current:
Federal and state $ 30 $ 30 $ (363)
Foreign - - -
--------- ------------ ------------
30 30 (363)
Deferred (benefit) expense 4,026 235 (230)
--------- ------------ ------------
$ 4,056 $ 265 $ (593)
========= ============ ============
A reconciliation of the provision for income taxes at the federal statutory rate
to that included in the Consolidated Statements of Operation related to earnings
from continuing operations is as follows:
2003 2002 2001
----------- ---------- ---------
Tax at federal statutory rate of 34% $ (1,025) $ 205 $ (172)
Increases (reductions) in taxes resulting from:
Tax expense relating to Internal Revenue Service
audits and settlements - - (445)
Cumulative translation adjustment write-off with
no tax benefit 307 - -
Amortization of cost in excess of net assets of
acquired businesses - 84 84
Valuation allowances against deferred tax assets 4,975 - -
Other - net (201) (24) (60)
----------- ---------- ---------
$ 4,056 $ 265 $ (593)
=========== ========== =========
The increase in the effective tax rate (income tax benefit) from fiscal 2002 to
fiscal 2003 is primarily attributable to the recording of a full valuation
allowance against the Company's domestic deferred tax assets in the current year
and the absence of significant permanent differences in fiscal 2002.
56
The components of deferred tax assets and liabilities are comprised of the
following at September 30,
2003 2002
----------- ------------
Gross deferred tax assets:
Operating loss carryforwards $ 4,434 $ 4,174
Receivable and inventory reserves 859 230
Accrued compensation 161 85
Other 126 127
----------- ------------
5,580 4,616
----------- ------------
Gross deferred tax liabilities: Depreciation 106 91
Valuation allowances on net deferred tax assets 5,474 499
----------- ------------
Net deferred tax asset $ - $ 4,026
=========== ============
The valuation allowance increased from $499 to $5,474 due to the recording of
full allowances against domestic net deferred tax assets in addition to the
allowance previously set up for Canadian deferred tax assets. Periodically and
when indicators suggest, we assess the realizability of our domestic deferred
tax assets, giving consideration to our actual historical results supplemented
by future expected results. SFAS No. 109, "Accounting for Income Taxes"
considers a historic pattern of losses as significant negative evidence that tax
assets will not be realized and this consideration is not outweighed by any
prospective view of management that sufficient taxable income will ultimately be
available to realize the tax benefits. Given the history of losses and the
results in 2003, we concluded that under the "more likely than not" criteria of
SFAS No. 109 a full valuation allowance is required against the net U.S.
deferred tax assets at September 30, 2003. The valuation allowance will be
subject to periodic review and can be partially or totally reversed either when
income is generated that utilizes the loss or when sufficient positive evidence
emerges (i.e. A sustained positive trend of U.S. income for financial accounting
purposes.) Our income tax expense recorded in the future will be reduced to the
extent of offsetting decreases in our valuation allowance.
Net operating loss carryforwards of approximately $12,075 for tax are available
to offset future taxable income. The carryforwards will expire in 2005 through
2020.
7. EMPLOYEE BENEFIT PLANS
We have a qualified profit sharing plan that covers substantially all employees.
The overall contribution to our plan and the allocation method is at the
discretion of our Board of Directors. The allocation to the participants is
based on a fixed amount per participant, a percentage of eligible wages, or a
combination of a fixed amount and a percentage of eligible wages. There was no
profit sharing expense for the plan for the years ended September 30, 2003,
2002, and 2001.
In addition, we offer a 401(K) savings plan to all of our employees. We match
50% of the first 6% of the employee's contribution to the plan up to a maximum
of 6% of compensation. Employees may currently contribute up to 50% of
compensation to the plan. Amounts expensed for the years ended September 30,
2003, 2002, and 2001, were $134, $91, and $110, respectively, of which the
company match in fiscal 2002 was reduced in the second quarter as the match was
funded by forfeitures of prior matches from unvested former
participant/employees.
57
8. COMMITMENTS AND CONTINGENCIES, GUARANTEES AND LEASES
We are obligated under certain operating leases for facilities and equipment
which expire on various dates through 2008. The minimum annual lease payments
under these agreements, including renewal options, if exercised, are $859, $267,
$43, $4, and $3 for the years ending September 30, 2004, 2005, 2006, 2007, and
2008, respectively. Rent expense was $956, $1,035, and $1,104 for the years
ended September 30, 2003, 2002, and 2001, respectively.
LITIGATION
Bliss Technologies, Inc. ("Bliss"), the company formed from the 1998 sale of the
subsidiary of HMI, filed for bankruptcy in January 2000 in the United States
Bankruptcy Court, Eastern District of Michigan. In a separate action filed in
2002, the Official Committee of Unsecured Creditors of Bliss alleges a
fraudulent conveyance claim against us asserting that the sale of Bliss in 1998
was a fraudulent transfer insofar as we received more for Bliss than it was
worth and that Bliss was insolvent from its inception. Former directors of
Bliss, Mark Kirk and Carl Young, are also named as defendants in the action.
Claims pending against them allege that in their capacity as Bliss directors
they breached fiduciary duties to Bliss creditors. The complaint seeks damages
in an unspecified sum. The claims against us and the claims against Mr. Kirk and
Mr. Young are being vigorously defended. We believe that we will resolve this
matter in a manner that will not have a material adverse effect on our
consolidated financial position, results of operations, or cash flows.
CONET Industries, Inc., Royal Queen Club International Limited, Chang-whan Chang
and Young-so Song ("Plaintiffs") filed a complaint against HMI on or about
February 18, 2001, in the Seoul, Korea District Court. It was served by
Registered Mail upon HMI at our corporate offices in Seven Hills, Ohio, on or
around April 10, 2002. The complaint was filed as a result of lawsuits by us
against Mr. Song, a former HMI Distributor in Korea, and Royal Queen Club
concerning Mr. Song's CYVAC product. In our lawsuits, we sought and were granted
preliminary injunctions against Plaintiffs that prohibited Plaintiffs from
manufacturing and selling the old model CYVAC for 311 days and the new model
CYVAC for 209 days until the Seoul High Court issued a declaration of suspension
of the injunctions. Despite the fact that Plaintiffs had been enjoined by the
Courts, Plaintiffs allege that we should compensate them for actual damages for
sale discontinuance, supplemental managerial costs, and new mold fabrication
costs due to the interruption in the manufacturing and marketing of each product
during that period. Plaintiffs also claim that we tortuously interfered with
Plaintiffs' business advantages, caused irreparable harm to Plaintiffs' normal
business activities, and damaged Plaintiffs' reputation and standing. Chang-whan
Chang and Young-so Song allege that they have been critically damaged personally
due to the accusations, improper provisional seizure and criminal allegations
alleged by us, which they assert resulted in disturbance to business,
reputation, and credit. All matters are pending. The Plaintiffs originally
alleged damages in excess of U.S. $21,894. After several hearings the court
ruled in our favor and against the Plaintiffs on all counts. We have been
notified that the Plaintiffs have appealed this decision in accordance with
Korean law. We believe that we will resolve this matter in a manner that will
not have a material adverse effect on our consolidated financial position,
results of operations, or cash flows.
Claims arising in the ordinary course of business are also pending against us.
Although these are in various stages of the litigation process, we believe that
none of these matters will have a material adverse effect on our consolidated
financial position, results of operations, or cash
58
flows. Included in the accompanying Consolidated Balance Sheets at September 30,
2003, and 2002, were accruals of $15 and $15, respectively, relating to various
claims.
9. QUARTERLY FINANCIAL DATA (UNAUDITED)
2003
---------------------------------------------------------------------
December 31, March 31, June 30, September 30,
---------------- ------------- ----------- --------------
Net revenues $ 8,826 $ 9,295 $ 8,873 $ 7,545
Gross profit $ 3,584 $ 3,703 $ 3,617 $ 2,610
Income (loss) before cumulative
effect of accounting change $ 88 $ (893) $ 74 $ (6,341)
Cumulative effect of accounting
change $ 5,451 $ - $ - $ -
Net (loss) income $ (5,363) $ (893) $ 74 $ (6,341)
Basic and diluted per share of
common stock:
Income (loss) before cumulative
effect of accounting change $ 0.01 $ (0.13) $ 0.01 $ (0.94)
Cumulative effect of accounting
change $ (0.81) $ - $ - $ -
Net (loss) income $ (0.80) $ (0.13) $ 0.01 $ (0.94)
As of October 1, 2002, a full impairment of the goodwill recorded on HMI's books
was recorded through a non-cash charge of $5,451. Such charge is non-operational
in nature and is reflected as a Cumulative Effect of Accounting Change in the
accompanying Consolidated Statements of Operations for the year ended September
30, 2003. See Note 1 for further information.
During the second quarter of fiscal 2003 we recorded a write-off of $905 for
cumulative translation adjustments associated with the liquidation of our
Canadian subsidiary.
During the fourth quarter of fiscal 2003, we performed an analysis on the
potential impairment of certain tooling assets approximating $1,613. We
concluded from our analysis, which was based upon the held and used model that
the tooling assets were fully impaired and accordingly recorded an impairment
charge of $1,613 as of September 30, 2003, as the scrap value for these assets
was determined to be nominal.
In the fourth quarter of fiscal 2003 we concluded that a full valuation
allowance for our deferred tax assets was required. Accordingly, we have
recorded a non-cash charge in the fourth quarter of fiscal 2003 of $4,975 to
increase our valuation allowance for our deferred tax assets.
2002
---------------------------------------------------------------------------
December 31, March 31, June 30, September 30,
---------------- ------------ ----------- -----------------
Net revenues $ 9,371 $ 10,598 $ 9,307 $ 7,837
Gross profit $ 4,344 $ 4,655 $ 3,862 $ 2,954
Net income (loss) $ 184 $ (9) $ 156 $ 7
Basic and diluted income per share
of common stock $ 0.03 $ - $ 0.02 $ -
59
10. RELATED PARTY TRANSACTIONS
James R. Malone, our former Chairman and Chief Executive Officer, Darrell
Weeter, President of the Company's Americas division, and John Glomb, a Regional
Vice President of the Company, each own 31.67% of the membership interests in a
Company called Vision Capital Logistics, LLC ("VCL"). VCL, a brokerage service
provider for sourcing consumer credit, assists its clients in securing third
party financing for its clients' customers to purchase products, including
products manufactured by us and sold by our Distributors. VCL charges additional
fees to our Distributors for these financing services. VCL's client list also
includes a number of other "direct sales" companies, including other floor care
companies. In securing such financing, VCL may guarantee the legal compliance
obligations (but not any payment obligations) of our Distributors to a third
party lender. The third party lender pays VCL a participation fee for such
financing services, a part of which (twelve percent (12%)) VCL pays to us.
During the fiscal years ended September 30, 2003, 2002 and 2001, VCL paid us
$24, $17 and $10, respectively in connection with such financing services.
Additionally, in certain cases a Distributor may not be able to complete a sale
because of the substandard credit status of the retail customer. In such cases
VCL may provide the Distributor with financing for this sale. We entered into an
arrangement with VCL known as a Swap Program under which VCL will purchase the
contract of the retail customer from the Distributor and arrange for the
financing of the contract at a significant discount. To replace the product sold
by our Distributor and for which the Distributor received only a portion of the
consumer sale price, VCL will purchase a replacement product from us at the same
price paid by our Master Distributors and we will ship it to the Distributor to
replace the product the Distributor just sold. During the fiscal years ended
September 30, 2003, 2002 and 2001, VCL purchased an aggregate of $35, $19 and
$19, respectively of our products under the Swap Program. Under the terms of our
credit facility in place from time to time, we were prohibited from engaging in
certain of the financing activities provided by VCL.
From June 2000 until January 2003 we sublet to VCL a portion of our office space
in Naples, Florida. During the fiscal years ended September 30, 2003, 2002, and
2001 VCL paid us $8, $24 and $13, respectively, in rent for such space, which
amount was based upon an allocation of our total monthly lease payments to the
amount of space utilized by VCL. In February, 2003 a new lease was entered into
for office space with VCL as the tenant. We began subleasing space from VCL for
$3 per month, which amount was based upon an allocation of VCL's total monthly
lease payments to the amount of space that we utilized. In the fiscal year ended
September 30, 2003 we paid VCL a total of $21 in lease payments. The sublease
was terminated in February, 2004.
We have had a long standing relationship with Ametek Inc. by which we have
purchased motors for our products. James R. Malone, our former Chairman and
Chief Executive Officer, is a director of Ametek, Inc. During the fiscal years
ended September 30, 2003, 2002 and 2001 our purchases from Ametek were $1,973,
$1,704 and $1,633, respectively. We believe the terms of these purchases were as
favorable to us as those which could have been obtained from unrelated parties.
Darrell Weeter, has served for many years as President of FVS, Inc. a
distributor of products manufactured by us and which is owned by Mr. Weeter and
his wife. For the fiscal years ended September 30, 2003, 2002 and 2001, FVS,
Inc. purchased, at Master Distributor pricing, a total of $78, $100 and $107
respectively in products from us. Mr. Weeter also received amounts due
60
to him under our Career Development Program of $132, $126 and $165 for the
fiscal years ended September 30, 2003, 2002 and 2001, respectively. The amounts
paid were Distributor paid overrides collected by us from Distributors that were
brought into the business by Mr. Weeter.
Derek Hookom, an employee of HMI, is President of Summit Air, a distributor of
products manufactured by HMI. For the fiscal years ended September 30, 2003,
2002 and 2001, Summit Air purchased, at Master Distributor pricing, a total of
$254, $604 and $1,133 respectively in products from us. Mr. Hookom also received
amounts due to him under our Career Development Program of $102, $58 and $1, for
the fiscal years ended September 30, 2003, 2002 and 2001, respectively. The
amounts paid were Distributor paid overrides collected by us from Distributors
that were brought into the business by Mr. Hookom.
11. SUBSEQUENT EVENTS
On February 2, 2004, the Board of Directors accepted the resignation and
retirement of James R. Malone, the Chairman and Chief Executive Officer.
Consequently, compensation expense of approximately $200 will be recorded in the
second quarter of fiscal 2004 in accordance with Mr. Malone's provisions of his
resignation.
Our credit facility agreement includes, but is not limited to, various covenants
that limit our ability to incur additional indebtedness, restrict paying
dividends, maintain a minimum net worth, and limit the ability for capital
expenditures. As of September 30, 2003, we were not in compliance with our
interest coverage ratio and net worth covenants; however, we obtained a waiver
on these covenants which was effective until the February 20, 2004 amendment of
the credit facility. On February 20, 2004, an amendment of our $3,000 credit
facility agreement was executed with our lender. The credit facility has an
expiration date of October 15, 2004. The amended agreement carries the same
interest rate and similar covenants as the previous amended loan agreement, with
the exception of the interest coverage ratio which was amended to exclude
non-cash expenses, including but not limited to, the impairment of tooling
assets and associated inventory, and the tangible net worth covenant in which
the minimum amount was reset to $2,400.
61
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of HMI Industries Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 13, 2004, except for Note 4, as to which the date is February
20, 2004, appearing in the 2003 Annual Report to Shareholders of HMI
Industries, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 15(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
Cleveland, Ohio
February 13, 2004 (except for Note 4 and Note 11, as to which the date is
February 20, 2004)
62
HMI INDUSTRIES INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Dollars in thousands
- -------------------- Balance at Additions Balance at
Beginning of Charged to End of
Description Period Costs and Expense Deductions Period
------------- ---------------------------------------------------------------------------
Valuation account for accounts receivable:
Year ended September 30, 2003 $ 482 $ - $ 288 $ 194
Year ended September 30, 2002 $ 464 $ 59 $ 41 $ 482
Year ended September 30, 2001 $ 507 $ - $ 43 $ 464
Valuation account for inventory:
Year ended September 30, 2003 $ 109 $ 177 $ 175 $ 111
Year ended September 30, 2002 $ 199 $ 56 $ 146 $ 109
Year ended September 30, 2001 $ 235 $ 90 $ 126 $ 199
Valuation for deferred tax asset:
Year ended September 30, 2003 $ 499 $ 4,975 $ - $ 5,474
Year ended September 30, 2002 $ 849 $ - $ 350 $ 499
Year ended September 30, 2001 $ 849 $ - $ - $ 849
63