8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2003

Waxman Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-5888	34-0899894
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)
24460 Aurora Road, Bedford Heights, Ohio		44146
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (440) 439-1830

Not Applicable

(Former name or former address, if changed since last report.)

Item 9. Information Provided Under Item 12 (Results of Operation and Financial Condition)

On May 5, 2003, Waxman Industries, Inc. (the “Company”) issued a press release announcing its fiscal 2003 third quarter and year to date earnings and condensed income statements for the periods ended March 31, 2003 and 2002 and condensed balance sheets for June 30, 2002 and March 31, 2003. The press release is annexed as an exhibit and incorporated by reference herein.

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 hereunto duly authorized.

WAXMAN INDUSTRIES, INC.
(Registrant)

Date: May 2, 2003 By:   /s/ Mark W. Wester                         
Name: Mark W. Wester
Title: Senior Vice President and
Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.
99.1	The Company’s Press Release, dated May 5, 2003, regarding its fiscal 2003 third quarter and year to date earnings and condensed income statements for the periods ended March 31, 2003 and 2002 and condensed balance sheets for June 30, 2002 and March 31, 2003.

EX-99.1 3 l00774aexv99w1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

Waxman Industries, Inc. Reports
Fiscal 2003 Third Quarter and Nine Month Results

     Bedford Heights, Ohio — May 5, 2003 — Waxman Industries, Inc. (OTCBB-WAXM), a leading supplier of specialty plumbing, floor and surface protection and other hardware products to the repair and remodeling market, reported its revenue and earnings for the fiscal 2003 third quarter and nine months ended March 31, 2003.

Operating Results

     Net sales for the Company’s wholly-owned operations for the three months ended March 31, 2003 amounted to $15.2 million, as compared to $15.6 million in the comparable prior year period. The reduction in net sales is primarily due to a large decrease in sales to Kmart, which was largely offset by growth in the Company’s industrial sales effort and increases in overall sales to other retailers in the fiscal 2003 third quarter. The Company expects to offset the reduced level of sales to Kmart with sales increases with several retail and industrial customers as the economy improves.

     The Company reported an operating loss of $247,000 for the fiscal 2003 third quarter, as compared to operating income of $166,000 in the comparable prior year period. The decrease is primarily due to the reduction in net sales and higher costs associated with the expansion effort of the industrial sales segment of the business. Results for the prior year quarter were affected by $0.2 million in charges associated with the Company’s early termination of its working capital facility with its prior lender in order to secure a more flexible working capital and term loan facility. The Company’s net interest expense for the fiscal 2003 third quarter amounted to $128,000, as compared to $142,000 in the fiscal 2002 third quarter. Average borrowings were lower due to improvements in cash flow and the Company’s focus on generating working capital.

     For the quarter ended March 31, 2003, the Company reported a net tax benefit of $476,000, which includes a $550,000 tax benefit from the favorable resolution of a state tax assessment. In the prior year third quarter, the Company benefited from a change in the tax law that allowed it to recover approximately $0.8 million in alternative minimum taxes paid in a prior year. Net income for the fiscal 2003 third quarter ended March 31, 2003 amounted to $101,000, or $0.08 per basic and fully diluted share. Net income from the prior year third quarter was favorably affected by the tax benefit discussed above and amounted to $673,000, or $0.55 per basic and diluted share.

FOR INFORMATION, CONTACT:

At Waxman: (440) 439-1830
Armond Waxman, President
Mark Wester, CFO

     For the fiscal 2003 nine month period ended March 31, 2003, the Company’s net sales were $49.4 million as compared to $52.4 million in the same period in the prior year. Operating income for the nine months ended March 31, 2003 was $383,000, as compared to $1,718,000 in the comparable prior year period, and net income for the current year nine month period amounted to $196,000, or $0.16 per share, as compared to $1,641,000, or $1.35 per share, in the same prior year period. As discussed earlier, net income for the both nine month periods were favorably affected by a tax benefits from the settlement of a state tax matter and the change in tax law.

     Commenting on the fiscal 2003 third quarter, Armond Waxman, President and Co-Chief Executive Officer said; “Although the lackluster economy has affected our business since late in calendar 2002, we believe that business opportunities with existing and new retail and industrial customers will ultimately translate into sales growth and earnings improvements.” At March 31, 2003, the Company had short-term borrowings and current debt of $6.8 million, as compared to $7.8 million at June 30, 2002.

     Waxman Industries, Inc. is a leading supplier of specialty plumbing, floor and surface protection and other hardware products to the repair and remodeling market. Through its wholly-owned subsidiaries, Waxman Consumer Products Group and WAMI Sales, the Company distributes products to a wide variety of national and regional retailers and wholesalers in the United States. Through its Asian operations, TWI and CWI, the Company manufactures, sources, assembles and packages plumbing and other products for sale to Waxman’s U.S. based operations. Through its TWI Industrial operation, the Company also distributes plumbing and hardware products worldwide to manufacturers, O.E.M. customers, wholesalers, retailers and other industrial customers.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements on this Press Release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of the Company and its management. When used in this document, the words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions, including, but not limited to, risks associated with currently unforeseen competitive pressures, the ability of the Company to generate or access sufficient liquidity for growth and risks affecting the Company’s industry, such as decreased consumer spending, customer concentration issues and the effects of general economic conditions. In addition, the Company’s business, operations and financial condition are subject to the risks, uncertainties and assumptions which are described in the Company’s reports and statements filed from time to time with the Securities and Exchange Commission. Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.

# # #
Financial tables follow

WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended March 31, 2003 and 2002
(Unaudited)

	Three Months Ended						Nine Months Ended
(in thousands, except per share data)	March 31,						March 31,
	2003			2002			2003			2002
Net sales	$	15,217		$	15,552		$	49,441		$	52,401
Cost of sales		10,074			10,107			32,988			35,295
Gross profit		5,143			5,445			16,453			17,106
Selling, general and administrative expenses		5,390			5,279			16,070			15,388
Operating (loss) income		(247	)		166			383			1,718
Interest expense, net		128			142			394			564
(Loss) income before income taxes		(375	)		24			(11	)		1,154
(Benefit) provision for income taxes		(476	)		(649	)		(207	)		(487	)
Net income	$	101		$	673		$	196		$	1,641
Other comprehensive income:
Foreign currency translation adjustment		80			6			(108	)		(55	)
Comprehensive income	$	181		$	679		$	88		$	1,586
Basic and diluted income per share:
Net income	$	0.08		$	0.55		$	0.16		$	1.35
Weighted average shares outstanding		1,218			1,218			1,218			1,214

WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2003 and June 30, 2002

(In Thousands)
ASSETS

				March 31,		June 30,
				2003		2002
				(Unaudited)		(Audited)
Current assets:
	Cash and cash equivalents			$	1,867	$	1,420
	Trade receivables, net				9,500		11,529
	Other receivables				907		1,979
	Inventories				10,627		10,497
	Prepaid expenses				957		1,902
		Total current assets			23,858		27,327
Property and equipment, net					8,165		8,341
Unamortized debt issuance costs, net					242		315
Receivable from officer’s life insurance policies					3,405		3,265
Notes receivable from related parties					499		574
Other assets					658		474
				$	36,827	$	40,296
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term borrowings			$	6,608	$	7,596
	Current portion of long-term debt				172		235
	Accounts payable				4,675		6,754
	Accrued liabilities				3,677		3,975
			Total current liabilities		15,132		18,560
Term loan, net of current portion					811		935
Other long-term debt, net of current portion					11		15
Total stockholders’ equity					20,873		20,786
				$	36,827	$	40,296

EX-99.1

EX-99.1  Press Release