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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _____________________
Commission file number 1-655
MAYTAG CORPORATION
A Delaware Corporation I.R.S. Employer Identification No. 42-0401785
403 West Fourth Street North, Newton, Iowa 50208
Registrant's telephone number: 641-792-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No _____
---
The number of shares outstanding of each of the issuer's classes of common
stock, as of June 30, 2002:
Common Stock, $1.25 par value - 77,935,827
------------------------------------------
1
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended June 30, 2002
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income ......................................................... 3
Consolidated Balance Sheets ............................................................... 4
Consolidated Statements of Cash Flows ..................................................... 6
Notes to Consolidated Financial Statements ................................................ 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ..... 15
Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................ 20
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ....................................... 21
Item 6. Exhibits and Reports on Form 8-K .......................................................... 23
Signatures ................................................................................ 24
2
Part I FINANCIAL INFORMATION
MAYTAG CORPORATION
Consolidated Statements of Income
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- --------------------------
In thousands, except per share data 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------- --------------------------
Net sales $ 1,192,955 $ 975,200 $ 2,370,598 $ 1,953,617
Cost of sales 925,151 781,542 1,843,364 1,541,279
-------------------------- --------------------------
Gross profit 267,804 193,658 527,234 412,338
Selling, general and administrative expenses 146,022 129,632 298,213 271,260
-------------------------- --------------------------
Operating income 121,782 64,026 229,021 141,078
Interest expense (15,678) (12,889) (33,085) (28,191)
Other - net 253 (2,334) 1,249 (1,435)
-------------------------- --------------------------
Income from continuing operations before income taxes,
minority interests and cumulative effect of accounting change 106,357 48,803 197,185 111,452
Income taxes (benefit) 36,162 15,618 67,043 (5,522)
-------------------------- --------------------------
Income from continuing operations before minority interests
and cumulative effect of accounting change 70,195 33,185 130,142 116,974
Minority interests (1,866) (5,513) (3,732) (10,717)
-------------------------- --------------------------
Income from continuing operations
before cumulative effect of accounting change 68,329 27,672 126,410 106,257
Discontinued operations:
Loss from discontinued operations, after tax (341) (2,138) (1,658) (4,445)
-------------------------- --------------------------
Income before cumulative effect of accounting change 67,988 25,534 124,752 101,812
Cumulative effect of accounting change - (3,727) - (3,727)
-------------------------- --------------------------
Net income $ 67,988 $ 21,807 $ 124,752 $ 98,085
========================== ==========================
Basic earnings (loss) per common share:
- ------------------------------------------------------------------------------------------------- --------------------------
Income from continuing operations
before cumulative effect of accounting change $ 0.88 $ 0.36 $ 1.63 $ 1.39
Discontinued operations - (0.03) (0.02) (0.06)
Cumulative effect of accounting change - (0.05) - (0.05)
Net income $ 0.87 $ 0.29 $ 1.61 $ 1.29
Diluted earnings (loss) per common share:
- ------------------------------------------------------------------------------------------------- --------------------------
Income from continuing operations
before cumulative effect of accounting change $ 0.86 $ 0.35 $ 1.61 $ 1.34
Discontinued operations - (0.03) (0.02) (0.06)
Cumulative effect of accounting change - 0.76 - 0.75
Net income $ 0.86 $ 1.08 $ 1.59 $ 2.04
3
Item 1. Financial Statements
MAYTAG CORPORATION
Consolidated Balance Sheets
June 30 December 31
In thousands, except share data 2002 2001
- ------------------------------------------------------------------------------------------------
Assets
Current assets
- ------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 7,029 $ 109,370
Accounts receivable-net 633,760 618,101
Inventories 543,013 447,866
Deferred income taxes 64,648 63,557
Other current assets 27,906 40,750
Discontinued current assets 83,818 89,900
--------------------------------
Total current assets 1,360,174 1,369,544
Noncurrent assets
- ------------------------------------------------------------------------------------------------
Deferred income taxes 212,067 227,967
Prepaid pension cost 1,563 1,532
Intangible pension asset 101,915 101,915
Goodwill 259,376 259,376
Other intangibles 37,380 37,533
Other noncurrent assets 65,344 62,548
Discontinued noncurrent assets 60,604 60,001
--------------------------------
Total noncurrent assets 738,249 750,872
Property, plant and equipment
- ------------------------------------------------------------------------------------------------
Property, plant and equipment 2,413,896 2,332,082
Less accumulated depreciation 1,364,493 1,296,347
--------------------------------
Total property, plant and equipment 1,049,403 1,035,735
--------------------------------
Total assets $ 3,147,826 $ 3,156,151
================================
See notes to consolidated financial statements.
4
MAYTAG CORPORATION
Consolidated Balance Sheets-Continued
June 30 December 31
In thousands, except share data 2002 2001
- ------------------------------------------------------------------------------------------------
Liabilities and Shareowners' Equity
Current liabilities
- ------------------------------------------------------------------------------------------------
Notes payable $ 238,834 $ 148,247
Accounts payable 318,191 316,050
Compensation to employees 80,278 78,281
Accrued liabilities 311,111 285,627
Current portion of long-term debt 193,217 133,586
Discontinued current liabilities 108,729 112,702
-------------------------------
Total current liabilities 1,250,360 1,074,493
Noncurrent liabilities
- ------------------------------------------------------------------------------------------------
Deferred income taxes 25,568 25,100
Long-term debt, less current portion 747,812 932,065
Postretirement benefit liability 505,674 497,182
Accrued pension cost 304,284 352,861
Other noncurrent liabilities 134,740 128,084
Discontinued noncurrent liabilities 21,817 22,678
-------------------------------
Total noncurrent liabilities 1,739,895 1,957,970
Minority interest - 100,142
Shareowners' equity
- ------------------------------------------------------------------------------------------------
Preferred stock:
Authorized--24,000,000 shares (par value $1.00)
Issued--none
Common stock:
Authorized--200,000,000 shares (par value $1.25)
Issued--117,150,593 shares, including shares in treasury 146,438 146,438
Additional paid-in capital 441,773 450,683
Retained earnings 1,260,898 1,164,021
Cost of common stock in treasury (2002--39,214,766 shares;
2001--40,286,575 shares) (1,486,787) (1,527,777)
Employee stock plans (17,650) (23,522)
Accumulated other comprehensive income (187,101) (186,297)
-------------------------------
Total shareowners' equity 157,571 23,546
-------------------------------
Total liabilities and shareowners' equity $ 3,147,826 $ 3,156,151
===============================
See notes to consolidated financial statements.
5
Maytag Corporation
Consolidated Statements of Cash Flows
Six Months Ended
June 30
---------------------------------
In thousands 2002 2001
- -------------------------------------------------------------------------------------------------------
Operating activities
- -------------------------------------------------------------------------------------------------------
Net income $ 124,752 $ 98,085
Adjustments to reconcile net income to
net cash provided by continuing operating activities:
Net loss from discontinued operations 1,658 4,445
Cumulative effect of accounting change - 3,727
Minority interests 3,732 10,717
Depreciation 79,093 69,818
Amortization 598 5,121
Deferred income taxes 15,277 (21,597)
Special charges, net of cash paid (3,971) (8,127)
Changes in working capital items
exclusive of business acquisitions:
Accounts receivable (9,659) (92,013)
Inventories (95,466) (8,057)
Other current assets 12,844 27,589
Other current liabilities 51,057 54,561
Pension assets and liabilities (48,608) 18,551
Postretirement benefit liability 8,492 7,104
Other - net 3,259 7,148
---------------------------------
Net cash provided by continuing operating activities 143,058 177,072
Investing activities
- -------------------------------------------------------------------------------------------------------
Capital expenditures (99,246) (63,972)
---------------------------------
Investing activities-continuing operations (99,246) (63,972)
Financing activities
- -------------------------------------------------------------------------------------------------------
Net proceeds (repayment) of notes payable 90,587 (192,609)
Proceeds from issuance of long-term debt 3,868 185,000
Repayment of long-term debt (129,518) (29,064)
Stock repurchases - (27,672)
Stock options exercised and other common stock transactions 22,317 2,327
Net put option premiums and settlements - (6,269)
Dividends on common stock (27,874) (27,428)
Dividends on minority interests (5,577) (10,340)
Purchase of Anvil LLC member interest (99,884) -
Cash to discontinued operations (1,005) (4,169)
---------------------------------
Financing activities-continuing operations (147,086) (110,224)
Effect of exchange rates on cash 933 471
---------------------------------
Increase (decrease) in cash and cash equivalents (102,341) 3,347
Cash and cash equivalents at beginning of period 109,370 6,073
---------------------------------
Cash and cash equivalents at end of period $ 7,029 $ 9,420
=================================
Cash flows from discontinued operations
- -------------------------------------------------------------------------------------------------------
Net cash used by discontinued operating activities $ (2,814) $ (7,879)
Investing activities-discontinued operations (597) (2,290)
Financing activities-discontinued operations 1,011 2,412
---------------------------------
Decrease in cash-discontinued operations $ (2,400) $ (7,757)
=================================
See notes to consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Consolidated Financial Statements
June 30, 2002
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
six-month period ended June 30, 2002 are not necessarily indicative of the
results that are expected for the year ending December 31, 2002. For further
information, refer to the consolidated financial statements and footnotes
included in the Maytag Corporation annual report on Form 10-K for the year ended
December 31, 2001.
NOTE B - COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax are as follows
(in thousands):
Three months ended June 30 2002 2001
- --------------------------------------------------------------------------------------------------------
Net income $ 67,988 $ 21,807
Other comprehensive income (loss) items,
net of income taxes
Unrealized gains (losses) on securities (158) 610
Unrealized losses on hedges (1,499) -
Foreign currency translation 540 1,368
-------------------------------
Total other comprehensive income (loss) (1,117) 1,978
-------------------------------
Comprehensive income $ 66,871 $ 23,785
===============================
Six months ended June 30 2002 2001
- --------------------------------------------------------------------------------------------------------
Net income $ 124,752 $ 98,085
Other comprehensive income (loss) items,
net of income taxes
Unrealized gains (losses) on securities (683) 398
Unrealized losses on hedges (1,232) -
Foreign currency translation 1,111 423
-------------------------------
Total other comprehensive income (loss) (804) 821
-------------------------------
Comprehensive income $ 123,948 $ 98,906
===============================
7
The components of accumulated other comprehensive loss, net of related tax are
as follows:
June 30 December 31
In thousands 2002 2001
- ----------------------------------------------------------------------------------------------
Minimum pension liability adjustment $ (178,082) $ (178,082)
Unrealized gains on securities 590 1,273
Unrealized gains (losses) hedges (288) 944
Foreign currency translation (9,321) (10,432)
-----------------------------
Accumulated other comprehensive loss $ (187,101) $ (186,297)
=============================
NOTE C - INVENTORIES
Inventories consisted of the following:
June 30 December 31
In thousands 2002 2001
- ----------------------------------------------------------------------------------------------
Raw materials $ 60,307 $ 62,587
Work in process 62,826 76,524
Finished goods 494,285 382,925
Supplies 9,697 9,659
-----------------------------
Total FIFO cost 627,115 531,695
Less excess of FIFO cost over LIFO 84,102 83,829
-----------------------------
Inventories $ 543,013 $ 447,866
=============================
8
NOTE D - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three months ended Six months ended
June 30 June 30
--------------------------- -------------------------
In thousands except per share data 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------- -------------------------
Numerator for basic and diluted earnings per share-
income from continuing operations before
cumulative effect of accounting change $ 68,329 $ 27,672 $ 126,410 $ 106,257
============= ============ =========== ============
Numerator for basic and diluted loss per share-
discontinued operations $ (341) $ (2,138) $ (1,658) $ (4,445)
============= ============ =========== ============
Numerator for basic earnings per share-cumulative
effect of accounting change $ - $ (3,727) $ - $ (3,727)
Adjustment for put options marked to market - 63,092 - 63,092
------------- ------------ ----------- ------------
Numerator for diluted earnings per share-cumulative
effect of accounting change $ - $ 59,365 $ - $ 59,365
============= ============ =========== ============
Numerator for basic earnings per share-
net income $ 67,988 $ 21,807 $ 124,752 $ 98,085
Adjustment for put options marked to market - 63,092 - 63,092
------------- ------------ ----------- ------------
Numerator for diluted earnings per share-
net income $ 67,988 $ 84,899 $ 124,752 $ 161,177
============= ============ =========== ============
Denominator for basic earnings
per share-- weighted-average shares 77,781 76,141 77,392 76,173
Effect of dilutive securities:
Stock option plans 1,371 810 1,154 847
Put options - 1,997 - 2,074
------------- ------------ ----------- ------------
Potential dilutive common shares 1,371 2,807 1,154 2,921
------------- ------------ ----------- ------------
Denominator for diluted earnings per
share-- adjusted weighted-average shares 79,152 78,948 78,546 79,094
============= ============ =========== ============
9
NOTE E--CONTINGENCIES
Maytag has contingent liabilities arising in the normal course of business,
including: guarantees, repurchase agreements, pending litigation, environmental
remediation, taxes and other claims which are not considered to be significant
in relation to Maytag's consolidated financial position.
NOTE F - SEGMENT REPORTING
Maytag has two reportable segments: home and commercial appliances. Maytag's
home appliances segment manufactures and sells major appliances (laundry
products, dishwashers, refrigerators, cooking appliances) and floor care
products. These products are sold primarily to major national retailers and
independent retail dealers in North America and targeted international markets.
Maytag's commercial appliances segment manufactures and sells commercial cooking
and vending equipment. These products are sold primarily to distributors, soft
drink bottlers, restaurant chains and dealers in North America and targeted
international markets.
Maytag's reportable segments are distinguished by the nature of products
manufactured and sold and types of customers.
Financial information for Maytag's reportable segments consisted of the
following:
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- --------------------------
In thousands 2002 2001 2002 2001
- ------------------------------------------------------------------------ --------------------------
Net sales
Home appliances $ 1,116,169 $ 907,256 $ 2,235,405 $ 1,821,011
Commercial appliances 76,786 67,944 135,193 132,606
-------------------------- --------------------------
Consolidated total $ 1,192,955 $ 975,200 $ 2,370,598 $ 1,953,617
========================== ==========================
Operating income
Home appliances $ 127,835 $ 70,228 $ 246,794 $ 155,217
Commercial appliances 7,558 4,183 8,902 7,117
-------------------------- --------------------------
Total for reportable segments 135,393 74,411 255,696 162,334
Corporate (13,611) (10,385) (26,675) (21,256)
-------------------------- --------------------------
Consolidated total $ 121,782 $ 64,026 $ 229,021 $ 141,078
========================== ==========================
10
The reconciliation of segment profit to consolidated income from continuing
operations before income taxes, minority interest and cumulative effect of
accounting change consisted of the following:
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- ------------------------
In thousands 2002 2001 2002 2001
- --------------------------------------------------------------------------------------- ------------------------
Total operating income for reportable segments $ 135,393 $ 74,411 $ 255,696 $ 162,334
Corporate (13,611) (10,385) 26,675) (21,256)
Interest expense (15,678) (12,889) (33,085) (28,191)
Other - net 253 (2,334) 1,249 (1,435)
-------------------------- ------------------------
Income from continuing operations before income
taxes, minority interests and cumulative effect of
accounting change $ 106,357 $ 48,803 $ 197,185 $ 111,452
========================== ========================
Asset information for Maytag's reportable segments consisted of the following:
June 30 December 31
In thousands 2002 2001
- -------------------------------------------------------------------------------------------
Total assets
Home appliances $ 2,346,037 $ 2,264,575
Commercial appliances 126,596 103,034
------------------------------
Total for reportable segments 2,472,633 2,367,609
Corporate 530,771 638,641
Discontinued operations 144,422 149,901
------------------------------
Consolidated total $ 3,147,826 $ 3,156,151
==============================
NOTE G--MINORITY INTEREST
In the second quarter of 2002, Maytag purchased the noncontrolling interest in
Anvil Technologies LLC from an outside investor for $99.9 million. Maytag
financed this purchase with commercial paper classified as notes payable on the
Consolidated Balance Sheet as of June 30, 2002. As of June 30, 2002 Maytag no
longer reflected the noncontrolling interest in the balance sheets. Income
attributable to the noncontrolling interest in the Consolidated Statements of
Income as of June 30, 2002 reflects six months of activity related to Anvil.
11
The income attributable to the noncontrolling interest in the Consolidated
Statements of Income consisted of the following:
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- --------------------------
In thousands 2002 2001 2002 2001
- -------------------------------------------------------------- --------------------------
Maytag Trusts $ - $ (3,638) $ - $ (6,963)
Anvil Technologies LLC (1,866) (1,875) (3,732) (3,754)
-------------------------- --------------------------
Minority interest $ (1,866) $ (5,513) $ (3,732) $ (10,717)
========================== ==========================
The outside investor's noncontrolling interest in the Consolidated Balance
Sheets consisted of the following:
June 30 December 31
In thousands 2002 2001
- --------------------------------------------------------------------------------------------
Anvil Technologies LLC $ - $ 100,142
==========================
NOTE H - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives are no longer amortized but subject to
annual impairment tests in accordance with the Statement. During the first
quarter of 2002, Maytag performed the first of the required impairment tests of
goodwill as of January 1, 2002 and determined that no adjustment was necessary
to the carrying value of goodwill. Maytag currently has no intangible assets
with indefinite lives.
12
Maytag applied the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. The following table discloses pro
forma results for net income and earnings per share as if SFAS 142 were adopted
at the beginning of the periods presented:
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
In thousands except per share data 2002 2001 2002 2001
- -------------------------------------------------------------------------- ------------------------
Reported net income $ 67,988 $ 21,807 $ 124,752 $ 98,085
Add back: Goodwill amortization - 2,485 - 4,970
------------------------ ------------------------
Adjusted net income-basic 67,988 24,292 124,752 103,055
Adjustment for put options marked
to market - 63,092 - 63,092
------------------------ ------------------------
Adjusted net income-diluted $ 67,988 $ 87,384 $ 124,752 $ 166,147
======================== ========================
Basic earnings per share:
Reported net income $ 0.87 $ 0.29 $ 1.61 $ 1.29
Goodwill amortization - 0.03 - 0.07
------------------------ ------------------------
Adjusted net income $ 0.87 $ 0.32 $ 1.61 $ 1.35
======================== =======================-
Diluted earnings per share:
Reported net income $ 0.86 $ 1.08 $ 1.59 $ 2.04
Goodwill amortization - 0.03 - 0.06
------------------------ ------------------------
Adjusted net income $ 0.86 $ 1.11 $ 1.59 $ 2.10
======================== ========================
Goodwill and other intangibles consist of the following:
June 30 December 31
In thousands except per share data 2002 2001
- ---------------------------------------------------------------------------------
Gross goodwill $ 379,929 $ 379,929
Accumulated amortization (120,553) (120,553)
-------------------------
Net goodwill $ 259,376 $ 259,376
=========================
Gross other intangibles--amortized
Trademarks $ 35,000 $ 35,000
Other 5,750 5,305
Accumulated amortization (3,370) (2,772)
-------------------------
Net other intangibles $ 37,380 $ 37,533
=========================
13
As of June 30, 2002, Maytag had net goodwill of $245.3 million and $14.1 million
reflected in its home and commercial appliances reportable segments,
respectively. Estimated amortization expense for other intangibles will be
approximately $1.2 million for each of the next five years.
The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," effective for fiscal years beginning after December 15,
2001. It establishes a single accounting method for long-lived assets to be
disposed of, including those that are part of discontinued operations, and
broadens the presentation requirements for discontinued operations to include
components of an entity disposed of rather than a segment of a business. Maytag
early adopted SFAS No. 144 and, as a result, classified its 50.5 percent owned
joint venture in China ("Rongshida-Maytag") and the Blodgett foodservice
operations, sold in 2001, as discontinued operations. Previously, Blodgett was
included in the commercial appliances segment and the international segment
consisted solely of Rongshida-Maytag. All prior periods presented have been
reclassified to reflect these results
In November 2001, the FASB's Emerging Issues Task Force (EITF) reached consensus
on Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer
or a Reseller of the Vendor's Products." This guidance was effective for periods
beginning after December 15, 2001. EITF 01-9 requires companies to classify
certain sales incentive offers as a reduction to sales that were previously
classified in selling, general and administrative expense. Maytag applied the
new rules beginning in the first quarter of 2002, and all prior periods
presented have been restated, as required. There was no impact on Maytag's
operating income or net income as a result of the new accounting policy.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 2002 with 2001
Maytag Corporation ("Maytag") has two reportable segments: home and commercial
appliances. (See discussion and financial information about Maytag's reportable
segments in "Note F - Segment Reporting" section of the Notes to Consolidated
Financial Statements.)
Maytag adopted a new accounting standard in the first quarter of 2002 that
requires certain sales incentives previously recognized in selling, general and
administrative expenses to be classified as a reduction to sales. EITF 01-9
states that any cash consideration provided to its customers that has no
identifiable benefit to Maytag other than to increase sales is required to be
classified as a reduction to sales. This reclassification does not change the
total of previously reported operating income or net income from continuing
operations; however, the reduction does impact the gross profit and operating
income margins. The amount considered as an additional reduction to sales in
accordance with this accounting standard was $86.5 million for the first six
months of 2002 compared to $65.0 million that has been reclassified for the
first six months of 2001. Prior periods have been restated.
Net Sales: Consolidated net sales were $1.193 billion in the second quarter of
2002, an increase of 22 percent compared to the same period in 2001. For the
first six months of 2002, consolidated net sales were $2.371 billion, an
increase of 21 percent from the same period in 2001.
Home appliances net sales, which include major appliances, floor care
products and international export sales, were 23 percent higher in both the
second quarter and first half of 2002 compared to the same periods in 2001. The
net sales increase reflects the impact of the Amana acquisition on August 1,
2001 and sales of the newly introduced hard surface floor cleaners. U.S.
industry shipments of major appliances grew 9.3 percent for the first six months
of 2002 compared to the same period in 2001. Maytag expects the major appliance
industry to be flat for the second half of 2002 compared to the second half of
2001. As a result, Maytag expects industry growth of 5 percent in 2002 compared
to 2001. Maytag expects modest floor care industry unit growth for the full year
2002.
Commercial appliances net sales, which include vending and food service
equipment, increased 13 percent in the second quarter of 2002 compared to the
same period in 2001. The increase in sales is due to increased vending equipment
sales, specifically glass-front venders. For the first six months of 2002, net
sales of commercial appliances were up 2 percent primarily due to increased
vending equipment sales. For the full year 2002, Maytag expects the vending
equipment industry to be flat to slightly lower relative to 2001 but expects
increased average selling prices of its vending equipment due to product mix.
Gross Profit: Consolidated gross profit as a percent of sales increased to 22.4
percent in the second quarter of 2002 from 19.9 percent of sales in the same
period in 2001. Consolidated gross profit as a percent of sales increased to
22.2 percent for the first six months of 2002 from 21.1 percent of sales in the
same period in 2001. The increases in gross margin in the second quarter and
first half of 2002 were due to improved product mix, lower material costs and
higher production volume as well as lower distribution and warranty costs. These
increases were partially offset by higher research and development costs. For
the second quarter and first six months of 2002 compared to the same periods in
2001, gross profit was 38 percent and 28 percent higher, respectively, primarily
due to the Amana acquisition. The recent imposition of steel tariffs has not
significantly impacted raw material and component part prices. Maytag expects
prices will eventually increase but is unable to assess the amount of the
increase and what impact this might have on gross profit during the remainder of
2002 and subsequent periods. Also, Maytag expects gross profit to be negatively
impacted in the third quarter of 2002 because of rebalanced production rates due
to higher inventory levels at June 30, 2002 and normal factory shut downs.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 12.2 percent of sales in the second quarter of 2002
compared to 13.3 percent of sales in the same period
15
in 2001. Consolidated selling, general and administrative expenses were 12.6
percent of sales in the first six months of 2002 compared to 13.9 percent of
sales in the same period in 2001. These decreases were due to an increase in
sales, synergies resulting from the Amana acquisition, a corporate-wide cost
reduction initiative and a change in accounting standards, effective January 1,
2002, whereby goodwill and intangible assets deemed to have indefinite lives are
no longer being amortized. While these assets will be subject to impairment
tests to assess their valuation, there were no charges related to impairment
during the second quarter or six months ended June 30, 2002. Amortization of
goodwill included in the second quarter and first six months of 2001 was $2.5
million and $5.0 million, respectively. These results were achieved despite
incurring 19 and 13 percent more in national advertising expense in the second
quarter and first six months, respectively, as compared to last year. For the
second quarter and first six months of 2002 compared to the same periods in
2001, selling, general and administrative expenses increased by 13 percent and
10 percent, respectively, primarily due to the Amana acquisition. Maytag expects
its cost reduction initiative to continue to have a favorable impact on selling,
general and administrative costs as a percent of sales compared to 2001.
Operating Income: Consolidated operating income for the second quarter of 2002
increased 90 percent to $121.8 million, or 10.2 percent of sales, compared to
$64.0 million, or 6.6 percent of sales, in the same period in 2001. Consolidated
operating income for the first six months of 2002 increased 62 percent to $229.0
million, or 9.7 percent of sales, compared to $141.1 million, or 7.2 percent of
sales, in the same period in 2001. The increases in operating income for the
second quarter and first six months of 2002 were due to increases in gross
profit partially offset by an increase in selling, general and administrative
expenses, both discussed above. The increases in operating margin were due to an
increase in gross margin as a percent of sales and decreased selling, general
and administrative expenses as a percent of sales, also discussed above.
Home appliances operating income increased 82 percent in the second quarter
of 2002 compared to 2001. Operating margin for the second quarter of 2002 was
11.5 percent of sales compared to 7.7 percent of sales in the same period in
2001. Home appliances operating income increased 59 percent in the first six
months of 2002 compared to 2001. Operating margin for the first six months of
2002 was 11.0 percent of sales compared to 8.5 percent of sales in the same
period in 2001. The increases in operating income for the second quarter and
first six months of 2002 were due to increases in gross profit partially offset
by an increase in selling, general and administrative expenses, both discussed
above. The increases in operating margin were due to an increase in gross margin
as a percent of sales and decreased selling, general and administrative expenses
as a percent of sales, also discussed above.
Commercial appliances operating income increased 81 percent in the second
quarter of 2002 compared to the same period in 2001. Operating margin for the
second quarter of 2002 was 9.8 percent of sales compared to 6.2 percent of sales
in the same period in 2001. Commercial appliances operating income increased 25
percent in the first six months of 2002 compared to the same period in 2001.
Operating margin for the first six months of 2002 was 6.6 percent of sales
compared to 5.4 percent of sales in the same period in 2001. The increase in
operating margin for the second quarter was primarily due to increased sales
discussed above and improved gross margin and selling, general and
administrative expenses as a percent of sales. The increase in operating margin
for the first six months was due to improved selling, general and administrative
expenses as a percent of sales.
Corporate operating expenses for the second quarter and first six months of
2002 compared to the same periods in 2001 were 31 percent and 25 percent higher,
respectively. This was primarily due to increases in incentive compensation and
charitable contribution expense resulting from higher earnings. For the
remainder of 2002, Maytag expects corporate expenses to remain level with the
first six months of 2002.
Interest Expense: Interest expense for the second quarter of 2002 was 22 percent
higher than for the same period in the prior year. Interest expense for the
first six months of 2002 was 17 percent higher than for the same period in the
prior year. These increases were primarily due to the additional debt issued for
the acquisition of Amana, partially offset by lower average interest rates.
16
Income Taxes: The effective tax rate for the second quarter of 2002 was 34
percent compared to an effective tax rate for the same period in 2001 of 32
percent. The effective tax rate for the first six months of 2002 was 34 percent
compared to an effective tax rate for the same period in 2001 of 32.7 percent
excluding a one-time tax benefit of $42 million. The effective tax rate has
increased for the second quarter and first six months of 2002 due to the
retirement of the Maytag Trusts in 2001 and the second quarter 2002 purchase of
the noncontrolling interest in Anvil Technologies LLC from an outside investor
(For further discussion of both, see Minority Interest in this Management's
Discussion and Analysis below) both of which changed expected income before
taxes for 2002 but not tax expense. The increased rate also was due to increased
income in 2002 that caused tax credits to have less of an impact on lowering the
effective tax rate. The effect of these items on the effective tax rate was
partially offset by zero goodwill amortization in 2002 that is nondeductible for
income taxes.
Minority Interest: Minority interest was down $3.6 million and $7.0 million from
the second quarter and first six months of 2001, respectively, due to the
retirement of the Maytag Trusts during the third quarter of 2001. In the second
quarter of 2002, Maytag purchased the noncontrolling interest in Anvil
Technologies LLC from an outside investor. Income attributable to the
noncontrolling interest as of June 30, 2002 reflects six months of activity
related to Anvil and will be zero for the remainder of 2002 as it relates to
Anvil.
Discontinued Operations: Maytag completed the sale of its Blodgett foodservice
operations in December 2001 and continues efforts to dispose of its interest in
the 50.5 percent owned joint venture in China ("Rongshida-Maytag"). The
operations of Rongshida-Maytag have been reflected as discontinued operations
and prior year financial statements have been restated to reflect Blodgett and
Rongshida-Maytag as discontinued operations.
Net Income: The following tables summarize the impact of the one-time tax
benefit, cumulative effect of accounting change and discontinued operations on
reported net income and diluted earnings per share. Net income excluding
discontinued operations, tax benefit and cumulative effect of accounting change
(comparative net income) for the second quarter of 2002 increased 147 percent to
$68 million from $28 million in the second quarter of 2001. Comparative net
income for the first six months of 2002 increased 97 percent to $126 million
from $64 million in the first six months of 2001. The increases were primarily
due to the increase in operating income described above. The increases in
comparative diluted earnings per share excluding discontinued operations, tax
benefit and cumulative effect of accounting change in the second quarter and
first six months of 2002 compared to the same periods in 2001 were due primarily
to the increase in net income as average diluted shares outstanding remain
comparable.
17
Three months ended Six months ended
June 30, June 30,
-------------------------- -------------------------
Net income (in millions) 2002 2001 2002 2001
- ----------------------------------------------------------------------------------------- -------------------------
Net income excluding discontinued operations, tax benefit
and cumulative effect of accounting change $ 68.3 $ 27.7 $ 126.4 $ 64.3
Discontinued operations (0.3) (2.1) (1.7) (4.4)
Tax benefit - - - 42.0
Cumulative effect of accounting change - (3.7) - (3.7)
----------- ----------- ----------- -----------
Reported $ 68.0 $ 21.8 $ 124.8 $ 98.1
=========== =========== =========== ===========
Three months ended Six months ended
June 30, June 30,
-------------------------- -------------------------
Diluted earnings per common share 2002 2001 2002 2001
- ----------------------------------------------------------------------------------------- -------------------------
Net income excluding discontinued operations, tax benefit
and cumulative effect of accounting change $ 0.86 $ 0.35 $ 1.61 $ 0.81
Discontinued operations - (0.03) (0.02) (0.06)
Tax benefit - - - 0.53
Cumulative effect of accounting change - 0.76 - 0.75
----------- ----------- ------------- -----------
Reported $ 0.86 $ 1.08 $ 1.59 $ 2.04
=========== =========== ============= ===========
Liquidity and Capital Resources
Maytag's primary sources of liquidity are cash provided by operating activities
and borrowings. Detailed information on Maytag's cash flows is presented in the
Consolidated Statements of Cash Flows.
Net Cash Provided by Operating Activities: Cash flow provided by operating
activities consists primarily of net income adjusted for certain non-cash items,
changes in working capital items, changes in pension assets and liabilities and
postretirement benefits. Non-cash items include depreciation and amortization
and deferred income taxes. Working capital items consist primarily of accounts
receivable, inventories, other current assets and other current liabilities.
Net cash provided by continuing operation activities for the first six
months of 2002 was $143 million, a decrease of $34 million from the prior year.
This was primarily due to $75 million of pension contributions in 2002 compared
with no contributions in the first six months of the prior year. Maytag expects
to contribute a total of $115 million to the pension fund for the full year
2002. Inventory levels were higher at June 30, 2002 due to lower than expected
sales at the end of the quarter and seasonality. Maytag expects inventory levels
to decrease in the third quarter due to normal factory shut downs and
rebalancing of production rates. Therefore, Maytag expects increased cash flows
from operations for the second half of 2002. The accounts receivable balance at
June 30, 2002 was in line with the balance at December 31, 2001 due to increased
collections and lower seasonal sales of floor care products.
A portion of Maytag's accounts receivable is concentrated among major
national retailers. A significant loss of business with any of these retailers
could have an adverse impact on Maytag's ongoing operations.
18
Total Investing Activities: Maytag's capital expenditures represent continual
investments in its businesses for new product designs, cost reduction programs,
replacement of equipment, capacity expansion and government mandated product
requirements and similar items.
Capital expenditures in the first half of 2002 were $99 million compared to
$64 million in 2001. Maytag plans to invest approximately $225 million in
capital expenditures in 2002.
Total Financing Activities: Dividend payments on Maytag's common stock in the
first half of 2002 and 2001 were $28 million and $27 million, respectively, or
$0.36 per share for both periods.
Funding requirements for investing and financing activities in excess of
cash on hand and cash flow from operations are supplemented by borrowings.
Maytag's commercial paper program is supported by two credit agreements with a
consortium of lenders that provide revolving credit facilities of $200 million
each, totaling $400 million. These agreements expire May 1, 2003 and May 3,
2004. Maytag had $239 million of commercial paper outstanding as of June 30,
2002 that is classified in notes payable on the balance sheet. The credit
agreements include financial covenants with respect to interest coverage and
leverage that Maytag was in compliance with as of June 30, 2002. Maytag expects
to be in compliance with these financial covenants throughout 2002. The
existence of an event of default under the credit agreement would adversely
impact Maytag's ability to borrow through the sale of commercial paper. Maytag
has a shelf registration statement with the Securities and Exchange Commission
providing the ability to issue publicly a remaining aggregate of $300 million of
medium-term notes as of June 30, 2002.
In the second quarter of 2002, Maytag purchased the noncontrolling interest
in Anvil Technologies LLC from an outside investor for $99.9 million. Maytag
financed this purchase with commercial paper.
Market Risks
Maytag is exposed to foreign currency exchange risk related to its transactions,
assets and liabilities denominated in foreign currencies. To manage certain
foreign exchange exposures, Maytag enters into foreign currency forward
contracts. Maytag's policy is to hedge a portion of its anticipated foreign
currency denominated export sales transactions, which are denominated primarily
in Canadian dollars.
Maytag also is exposed to commodity price risk related to its purchase of
selected commodities used in the manufacture of its products. To reduce the
effect of changing raw material prices for selected commodities, Maytag has
entered into commodity swap agreements to hedge a portion of its anticipated raw
material purchases on selected commodities.
Maytag also is exposed to interest rate risk in its debt portfolio. Maytag
uses interest rate swap contracts to adjust the proportion of total debt that is
subject to variable and fixed interest rates. The swaps involve the exchange of
fixed and variable rate payments without exchanging the notional principal
amount.
There have been no material changes in the reported market risks of Maytag
since December 31, 2001. See further discussion of these market risks and
related financial instruments in the Maytag Corporation annual report on Form
10-K for the year ended December 31, 2001.
Contingencies
Maytag has contingent liabilities arising in the normal course of business,
including pending litigation, environmental remediation, taxes and other claims.
Maytag's legal department estimates the costs to settle pending litigation,
including legal expenses, based on its experience involving similar cases,
specific facts known, and if applicable based on judgments of outside counsel.
Maytag believes the outcome of these matters will not have a materially adverse
effect on its consolidated financial position, results of operations or cash
flows.
19
Forward-Looking Statements
This Management's Discussion and Analysis contains statements that are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: "expect(s)," "intend(s),"
"may impact," "plan(s)," "should" or similar terms. These forward-looking
statements involve a number of risks and uncertainties that may cause actual
results to differ materially from expected results. These risks and
uncertainties include, but are not limited to, the following: business
conditions and growth of industries in which Maytag competes, including changes
in economic conditions in the geographic areas where Maytag's operations exist
or products are sold; timing, start-up and customer acceptance of newly designed
products; shortages of manufacturing capacity; competitive factors, such as
price competition and new product introductions; significant loss of business
from a major national retailer; the cost and availability of raw materials and
purchased components, including the impact of tariffs; union labor
relationships; progress on capital projects; the impact of business acquisitions
or dispositions; the ability of Maytag to integrate the operations from
acquisitions into its operations; the costs of complying with governmental
regulations; litigation, product warranty claims and other risk factors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See discussion of quantitative and qualitative disclosures about market risk in
"Market Risks" section of Management's Discussion and Analysis of Financial
Condition and Results of Operations.
20
MAYTAG CORPORATION
Submission of Matters to a Vote of Security Holders
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting of Stockholders on May 9, 2002.
(c) The following matters were voted upon at the Annual Meeting of Stockholders:
1. The election of the nominees for the Board of Directors who will serve for a
term to expire at the 2005 Annual Meeting of Stockholders was voted on by the
stockholders. The nominees all of whom were elected, were Barbara R. Allen,
Howard L. Clark, Jr., Lester Crown and William T. Kerr. The Inspector of
Election certified the following vote tabulations.
FOR WITHHELD NON-VOTES
Barbara R. Allen 59,751,495 11,118,863 0
Howard L. Clark, Jr. 59,851,678 11,018,680 0
Lester Crown 59,627,267 11,243,091 0
William T. Kerr 59,833,068 11,037,290 0
2. A proposal to ratify the selection of Ernst & Young LLP as independent
auditors to audit the financial statements to be included in the Annual Report
to Stockholders for 2002 was approved by the stockholders. The Inspector of
Election certified the following vote tabulations.
FOR AGAINST ABSTAIN NON-VOTES
68,062,001 2,458,900 370,937 0
3. The Maytag 2002 Employee and Director Stock Incentive Plan was approved by
the stockholders. The Inspector of Election certified the following vote
tabulations.
FOR AGAINST ABSTAIN NON-VOTES
62,752,457 7,287,577 785,946 65,858
4. A stockholder proposal concerning classification of the Board of Directors
was approved by the stockholders. The Inspector of Election certified the
following tabulations.
FOR AGAINST ABSTAIN NON-VOTES
31,779,689 23,840,939 1,936,494 13,334,716
5. A stockholder proposal concerning super-majority voting provisions was
approved by the stockholders. The inspector of Election certified the following
vote tabulations.
FOR AGAINST ABSTAIN NON-VOTES
33,046,044 23,339,498 1,170,938 13,335,358
6. A stockholder proposal concerning stockholder adoption of poison pill
provisions was approved by the stockholders. The Inspector of Election certified
the following vote tabulations.
FOR AGAINST ABSTAIN NON-VOTES
33,083,042 23,257,262 1,216,820 13,334,714
21
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit Description
10.1 Additional Executives covered by 2-year Change of Control
Agreement
99.1 Certification by Ralph F. Hake, Chief Executive Officer
99.2 Certification by Steve H. Wood, Chief Financial Officer
(b) Reports on Form 8-K
None.
22
MAYTAG CORPORATION
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAYTAG CORPORATION
Date: August 9, 2002 /s/Steven H. Wood
-------------- -------------------
Steven H. Wood
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
23