-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IO8n7i5qWHIbxsEZzNhKjN5Wk3PhjYhDTb3um8WPDZU+61zk6kFcwHUvKi9kqRQz YoeO7j69BtQbFu4fMxbwEA== 0000950144-96-002374.txt : 19960724 0000950144-96-002374.hdr.sgml : 19960724 ACCESSION NUMBER: 0000950144-96-002374 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDMERE CORP CENTRAL INDEX KEY: 0000217084 STANDARD INDUSTRIAL CLASSIFICATION: 3634 IRS NUMBER: 591028301 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10177 FILM NUMBER: 96564460 BUSINESS ADDRESS: STREET 1: 5980 MIAMI LAKES DR CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3053622611 MAIL ADDRESS: STREET 1: 5980 MIAMI LAKES DRIVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY INDUSTRIES INC DATE OF NAME CHANGE: 19830815 FORMER COMPANY: FORMER CONFORMED NAME: SAVE WAY BARBER & BEAUTY SUPPLIES INC DATE OF NAME CHANGE: 19770626 10-Q 1 WINDMERE CORPORATION FORM 10-Q 03/31/96 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - - --- SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended MARCH 31, 1996 ------------------- 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 1-10177 ---------------- WINDMERE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA 59-1028301 - - ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 5980 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014 -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (305) 362-2611 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 report(s), and (2) has been subject to such filing requirement for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Number of Shares Outstanding Class on April 23, 1996 ----- ---------------------------- Common Stock, $.10 Par Value 16,357,557
2 WINDMERE CORPORATION AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION Item 1. Consolidated Statements of Earnings for the 3 Three Months Ended March 31, 1996 and 1995 Consolidated Balance Sheets as of March 31, 1996, 4-5 December 31, 1995 and March 31, 1995 Consolidated Statements of Cash Flows for Three Months 6-7 Ended March 31, 1996 and 1995 Notes to Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition 10-13 and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WINDMERE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE INFORMATION)
Three Months Ended March 31, 1996 1995 ---- ---- Sales $ 40,440 100.0% $ 37,930 100.0% Cost of Goods Sold 31,837 78.7 28,794 75.9 -------- ----- -------- ----- Gross Profit 8,603 21.3 9,136 24.1 Selling, General and Administrative Expenses 8,050 20.0 9,021 23.9 -------- ----- -------- ----- Operating Profit 553 1.3 115 .2 Other (Income) Expense Interest Expense 133 .3 130 .3 Interest and Other Income (475) (1.2) (594) (1.6) -------- ----- -------- ----- (342) (.9) (464) (1.2) -------- ----- -------- ----- Earnings Before Equity in Net Loss of Joint Ventures and Income Taxes 895 2.2 579 1.5 Equity in Net Loss of Joint Ventures (225) (.5) (15) -------- ----- -------- ----- Earnings Before Income Taxes 670 1.7 564 1.5 Income Taxes Current (98) (.2) 683 1.8 Deferred 472 1.2 (424) (1.1) -------- ----- -------- ----- 374 1 259 .7 -------- ----- -------- ----- Net Earnings $ 296 .7% $ 305 .8% ======== ===== ======== ===== Earnings Per Common Share and Common Equivalent Share $ .02 $ .02 ======== ======== Average Number of Common Shares and Common Equivalent Shares Outstanding 17,622 17,463 ======== ======== Dividends Per Common Share $ .05 $ .05 ======== ========
The accompanying notes are an integral part of these statements. 3 4 WINDMERE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
ASSETS 3/31/96 12/31/95 3/31/95 ------- -------- ------- CURRENT ASSETS Cash & Cash Equivalents $ 11,693 $ 17,768 $ 13,318 Short-Term Investments 2,500 Accounts and Notes Receivable, less allowances of $1,084, $1,158 and $1,338, respectively 33,626 36,597 29,707 Receivables from Affiliates 10,968 9,983 9,869 Inventories Raw Materials 16,295 16,328 22,279 Work-in-process 21,081 21,085 15,793 Finished Goods 41,182 41,600 40,997 --------- --------- --------- Total Inventories 78,558 79,013 79,069 Prepaid Expenses 2,990 2,184 8,988 Future Income Tax Benefits 1,250 1,643 2,275 --------- --------- --------- Total Current Assets 139,085 147,188 145,726 INVESTMENTS (Note 2) PROPERTY, PLANT & EQUIPMENT - AT COST, less accumulated depreciation of $41,846, $40,427 and $36,851, respectively 30,489 30,485 28,644 OTHER ASSETS 11,992 10,339 17,303 --------- --------- --------- TOTAL ASSETS $ 181,566 $ 188,012 $ 191,673 ========= ========= =========
4 5 WINDMERE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) CONTINUED
LIABILITIES 3/31/96 12/31/95 3/31/95 ------- -------- ------- CURRENT LIABILITIES Notes and Acceptances Payable $ $ 42 $ 811 Current Maturities of Long-Term Debt 815 815 815 Accounts Payable 8,849 9,980 6,281 Accrued Expenses 5,806 8,128 7,090 Income Taxes 93 1,439 Deferred Income, current portion 598 598 598 -------- -------- -------- Total Current Liabilities 16,161 19,563 17,034 LONG-TERM DEBT 2,648 2,852 3,463 DEFERRED INCOME, less current portion 517 667 1,115 STOCKHOLDERS' EQUITY (Note 3) Special Preferred Stock - authorized 40,000,000 shares of $.01 par value; none issued Common Stock - authorized 40,000,000 shares of $.10 par value; shares issued and outstanding: 16,429, 16,713 and 16,743, respectively 1,643 1,671 1,674 Paid-in Capital 28,028 30,173 30,566 Retained Earnings 133,326 133,851 138,558 Unrealized Foreign Currency Translation Adjustment (757) (765) (737) -------- -------- -------- Total Stockholders' Equity 162,240 164,930 170,061 -------- -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $181,566 $188,012 $191,673 ======== ======== ========
The accompanying notes are an integral part of these statements. 5 6 WINDMERE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Three Months Ended March 31, 1996 1995 ---- ---- Cash flows from operating activities: Net earnings $ 296 $ 305 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation of property, plant and equipment 1,614 1,417 Amortization of intangible assets 136 151 Amortization of deferred income (150) (150) Net change in allowance for losses on accounts receivable (127) Loss on disposition of fixed assets 3 Equity in (earnings) loss of joint venture 225 15 Changes in assets and liabilities Decrease in accounts and notes receivable 3,052 9,026 Decrease (increase) in inventories 516 (4,791) (Increase) in prepaid expenses (493) (967) Decrease in other assets 83 373 Decrease in accounts payable and accrued expenses (3,453) (3,731) Increase (decrease) in notes and acceptances payable (42) 71 Increase (decrease) in current and deferred income taxes 486 (1,265) Increase in other accounts 8 49 --------- -------- Net cash provided by operating activities 2,154 503 Cash flows from investing activities: Proceeds from fixed asset sales 10 Additions to property, plant and equipment - net (1,621) (1,622) Purchase of assets - Litter Maid(TM) (2,200) Decrease (increase) in receivables from affiliates (1,210) 2,561 --------- -------- Net cash provided by (used in) investing activities $ (5,031) $ 949
6 7 WINDMERE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) CONTINUED
Three Months Ended March 31, 1996 1995 ---- ---- Cash flows from financing activities: Payments of long-term debt $ (204) $ (204) Exercise of stock options and warrants 440 121 Cash dividends paid (821) (836) Purchases of common stock (2,613) (203) ---------- -------- Net cash used in financing activities (3,198) (1,122) ---------- -------- Increase (decrease) in cash and cash equivalents (6,075) 330 Cash and cash equivalents at beginning of year 17,768 12,988 ---------- -------- Cash and cash equivalents at end of quarter $ 11,693 $ 13,318 ========== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for: Interest $ 97 $ 120 Income taxes $ 266 $ 1,595
The accompanying notes are an integral part of these statements. 7 8 WINDMERE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF ACCOUNTING POLICIES Interim Reporting In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all normal recurring adjustments necessary to present fairly the Company's financial position as of March 31, 1996 and 1995, and the results of its operations and changes in financials position for the interim periods. Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the financial statements contained in the registrant's Annual Report on Form 10-K for the year ended December 31, 1995. Reclassifications Certain prior period amounts have been reclassified for comparability. 2. INVESTMENTS Joint venture investments had negative values of $1 million, $.8 million and $.4 million, at March 31, 1996, December 31, 1995 and March 31, 1995, respectively. Such deficits have been classified as a reduction in Receivables from Affiliates. The following table provides financial data for the Company's investments in joint ventures which are accounted for on the equity method:
Three Three Months Ended Year Ended Months Ended 3/31/96 12/31/95 3/31/95 ------- -------- ------- Sales $11,728 $30,172 $12,093 Gross Profit $ 741 $ 2,346 $ 1,082 ======= ======= ======= Net Earnings (Loss) $ (450) $ 785 $ (29) ======= ======= =======
During the first quarter ended March 31, 1996, the Company loaned $.4 million and provided a standby letter of credit in the amount of $.5 million to one of the joint ventures. Note: Profits earned by the Company's manufacturing subsidiary on sales to joint ventures are included in the consolidated earnings results and are not part of the above table. 3. STOCKHOLDERS' EQUITY Dividends The Board of Directors of the Company declared a regular quarterly cash dividend of $.05 per share to shareholders of record at the close of business on March 1, 1996, which was paid on March 15, 1996. The payment of dividends is at the discretion of the Board of Directors of the Company and will 8 9 depend upon, among other things, future earnings, capital requirements, the Company's financial condition and such other factors as the Board of Directors may consider. Stock Purchase The Company has received authorization to purchase up to 1 million shares of its common stock. During the quarter ended March 31, 1996, the Company purchased and retired 356,500 shares of its common stock at a cost of $2.6 million. The Company has purchased a total of 893,500 shares to date, at a cost of $7.5 million. 4. ACQUISITIONS Salton/Maxim Housewares, Inc. ("Salton") In February 1996, the Company entered into a stock purchase agreement (the "agreement") with Salton, whereby it will purchase from Salton, and Salton will issue to the Company, such number of shares of Salton's common stock which constitute, following such purchase and issuance, 50-percent of the issued and outstanding shares of Salton's common stock. Under the terms of the agreement, the Company will issue to Salton 748,112 shares of its common stock, a $10,847,620 promissory note, and a cash payment of $3,254,286. In April 1996, the Company made a $3,254,286 loan to Salton bearing interest at 8-percent per annum. Principal and any unpaid accrued interest under this loan are payable to the Company upon closing of the stock purchase transaction; provided, that such amount may, at the discretion of the Company, be applied to the purchase price under the agreement. In the event the agreement is terminated, (i) the entire principal balance and any unpaid accrued interest will be due and payable on September 30, 1996, and (ii) Salton will be required to issue warrants to the Company to purchase up to 75,000 shares of Salton's common stock at an exercise price of $3.00 per share. The closing of the transaction, currently anticipated to occur in June 1996, is subject to the approval of the transaction by Salton's shareholders. Litter Maid(TM) In March 1996, the Company purchased, for $2.2 million in cash, certain assets and marketing rights for the Litter Maid(TM), computerized, infrared, automatic self-cleaning cat litter box. NewM-Tech Corporation and affiliates ("NewM-Tech") In April 1996, the Company acquired a 50-percent interest in the NewM-Tech group of consumer electronics companies for $10 million. Payment consisted of $3 million in cash and $7 million in promissory notes. The promissory notes bear interest at 8% per annum and consist of a $3 million promissory note maturing in 1998, and two $2 million promissory notes maturing in 2001, one of which is convertible into shares of the Company's common stock at a price of $15 per share. Conversion may occur at any time during the term of the convertible promissory note, and may be required under certain circumstances. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - - --------------------- Three Months Ended March 31, 1996 Compared to - - --------------------------------------------- Three Months Ended March 31, 1995 --------------------------------- Net sales increased by 6.6% over sales recorded for the same period last year. Manufacturing sales increased by $1.9 million primarily due to increased shipments of seasonal products. Wal-Mart Stores, Inc., accounted for 15% and 15.6% of the Company's total sales during the quarters ended March 31, 1996 and 1995, respectively.
COMPARATIVE SALES RESULTS ------------------------- Three Months Ended March 31, 1996 March 31, 1995 -------------- -------------- DISTRIBUTION $ 32,091,900 79.4% $ 31,448,400 82.9% MANUFACTURING 8,348,500 20.6 6,481,700 17.1 ------------ ----- ------------ ----- Total Sales $ 40,440,400 100.0% $ 37,930,100 100.0% ============ ===== ============ =====
The gross profit percentage for the quarter ended March 31, 1996 was 21.3% as compared to 24.1% the first quarter of 1995. The Company has not yet benefited from the stabilization in raw material costs. Current inventories reflect the higher costs incurred in prior periods, which costs did not impact gross profits to the same extent during the first quarter of 1995. Selling, general and administrative expenses decreased by $.5 million in the first quarter of 1996, and by 3.9% as a percentage of sales. This change primarily reflects a reduction in advertising costs. The Company's equity in the net losses of joint ventures was $(225,000) and $(15,000) in the first three months of 1996 and 1995, respectively. Lower gross margins in 1996, due to higher raw materials costs, contributed to the decline in a joint venture's earnings. Also included in 1996 results is a $90,000 loss incurred by a joint venture in its start-up phase. The Company's tax expense is based on the earnings of each of its foreign and domestic operations and it includes such additional U.S. taxes as are applicable to the repatriation of foreign earnings. Foreign earnings other than in Canada, are generally taxed at rates lower than in the United States. The average number of common shares and common equivalent shares used in computing per share results was higher in the first quarter of 1996 primarily as a result of the dilutive effect from unexercised stock options and warrants due to an increase in the quoted market price of the Company's common stock. Liquidity & Capital Resources - - ----------------------------- At March 31, 1996, the Company's current ratio and quick ratio were 8.6 to 1 and 2.8 to 1 as compared to 8.7 to 1 and 2.7 to 1 for the first quarter of 1995. Working capital at those dates was $122.9 million and $128.7 million, respectively. Cash balances decreased by $6.1 million during the three months ended March 31, 1996. This decrease is the net result of the excess of expenditures for investing and financing activities over the $2.1 million generated from operations. Investing expenditures of $5.0 million consisted of the 10 11 purchase of the Litter Maid assets, additions to property, plant and equipment and increases in receivables from affiliates. In addition, the Company made purchases of its common stock totaling $2.6 million during the first quarter of 1996. Certain of the Company's foreign subsidiaries (the "subsidiaries") have $6.4 million in trade finance lines of credit, payable on demand, which are secured by the subsidiaries' tangible and intangible property located in Hong Kong and in the People's Republic of China, as well as a Company guarantee. At March 31, 1996, the subsidiaries were utilizing, including letters of credit, approximately $1.4 million of these credit lines. These subsidiaries also have available a $5.0 million revolving line of credit which is supported by a domestic standby letter of credit, none of which was used as of March 31, 1996. The Company has a $20.0 million line of credit from a domestic bank, secured by domestic accounts receivable, which is scheduled for renewal in July, 1996. At March 31, 1996, there were no outstanding borrowings under this credit line. Salton/Maxim Housewares, Inc. ("Salton") In February 1996, the Company entered into a stock purchase agreement (the "agreement") with Salton, whereby it will purchase from Salton, and Salton will issue to the Company, such number of shares of Salton's common stock which constitute, following such purchase and issuance, 50-percent of the issued and outstanding shares of Salton's common stock. Under the terms of the agreement, the Company will issue to Salton 748,112 shares of its common stock, a $10,847,620 note, and a cash payment of $3,254,286. In April 1996, the Company made a $3,254,286 loan to Salton, bearing interest at 8 percent per annum. Principal and any unpaid accrued interest under this loan are payable to the Company upon closing of the stock purchase transaction; provided, that such amount may, at the discretion of the Company, be applied to the purchase price under the agreement. In the event the agreement is terminated, (i) the entire principal balance and any unpaid accrued interest will be due and payable on September 30, 1996, and (ii) Salton will be required to issue warrants to the Company to purchase up to 75,000 shares of Salton's common stock at an exercise price of $3.00 per share. The closing of the transaction, currently anticipated to occur in June 1996, is subject to the approval of the transaction by Salton's shareholders. Litter Maid(TM) In March 1996, the Company purchased, for $2.2 million in cash, certain assets and marketing rights for the Litter Maid(TM), computerized, infrared, automatic self-cleaning cat litter box. NewM-Tech Corporation and affiliates ("NewM-Tech") In April 1996, the Company acquired a 50-percent interest in the NewM-Tech group of consumer electronics companies for $10 million. Payment consisted of $3 million in cash and $7 million in promissory notes. The promissory notes bear interest at 8% per annum and consist of a $3 million promissory note maturing in 1998, and two $2 million promissory notes maturing in 2001, one of which is convertible into shares of the Company's common stock at a price of $15 per share. Conversion may occur at any time during the term of the convertible promissory note and may be required under certain circumstances. 11 12 No provisions for U.S. taxes has been made on undistributed earnings of the Company's foreign subsidiaries and joint ventures because management plans to reinvest such earnings in their respective operations or in other foreign operations. Repatriating those earnings or using them in some other manner which would give rise to a U.S. tax liability would reduce after tax earnings and available working capital. The Company believes that its cash on hand and internally generated funds, together with its credit lines, will provide sufficient funding to meet the Company's capital requirements and its operating needs for the foreseeable future. Legal Proceedings In April 1994, Kabushiki Kaisha Izumi Seiki Seisakusho, a Japanese corporation ("Izumi"), filed an action against the Company, David M. Friedson, the President and Chief Executive Officer of the Company, U.S. Philips Corporation, North American Philips Corporation and N.V. Philips Gloellampenfabrieken (together, "Philips"). This action concerns the 1992 settlement (the "Philips Settlement") of certain claims, primarily a Federal antitrust claim, made by the Company against Philips, which resulted in an $89,644,257 judgment in favor of the Company. Pursuant to the Philips Settlement, Philips paid the Company $57,000,000 in May 1992. As part of the Philips Settlement, the Company and Philips agreed that the Company's money judgment against Philips in connection with such antitrust litigation would be vacated. Izumi is claiming, among other things, that the Philips Settlement, including the agreement with Philips to cooperate to vacate the related judgment in favor of the Company, constitutes a breach by the Company of a customary indemnification agreement between Izumi (as seller of goods) and the Company (as buyer of goods) dated February 20, 1984. This indemnification agreement covered certain claims against the Company and was entered into more than eight months prior to the commencement of the Philips litigation in connection with the routine purchase by the Company of goods from Izumi. Izumi advanced certain legal fees and costs to the Company in connection with the Philips litigation. Izumi is further claiming that it is entitled to recover from the Company an unspecified portion of the Philips Settlement, punitive damages and reimbursement of litigation and other related costs and expenses. The Company disagrees with Izumi's position and believes that it has meritorious defenses and counterclaims to these claims by Izumi. The Company has filed a pre-answer motion to dismiss Izumi's complaint in full, the final decision on which is pending. The Company intends to defend this action fully and vigorously. The Company is subject to other legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability, if any, in excess of applicable insurance coverage, is not likely to have a material effect on the financial position of the Company. Manufacturing Operations Substantially all of the Company's products (85% - 90%) are manufactured by Durable, its wholly-owned Hong Kong subsidiary, in Bao An County, Guandong Province of the People's Republic of China (PRC), which is approximately 60 miles northwest of central Hong Kong. The Company has a significant amount of its assets in the People's Republic, primarily consisting of inventory, equipment and molds. The supply and cost of products manufactured in the PRC can be adversely affected, among other reasons, by changes in foreign currency exchange rates, increased import duties, imposition of tariffs, imposition of import quotas, interruptions in sea or air transportation and political or economic changes. 12 13 Presently products imported into the U.S. from the PRC are subject to favorable duty rates based on the "Most Favored Nation" status of the PRC ("MFN Status"). MFN Status is reviewed on an annual basis by the President and Congress and is up for renewal on July 3, 1996. If MFN status for goods produced in the People's Republic were removed, there would be a substantial increase in tariffs imposed on goods of Chinese origin entering the United States, including those manufactured by the Company, which could have a material adverse impact on the Company's revenues and earnings. From time to time, the Company explores opportunities to diversify its sourcing and/or production of certain products to other low-cost locations or with other third parties or joint venture partners in order to reduce its dependence on production in the People's Republic and/or reduce Durable's dependence on the Company's existing distribution base. However, at the present time, the Company intends to continue its production in the People's Republic. 13 14 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings See "Legal Proceedings" in Part I, Item 2 of this report. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 - Financial Data Schedule(for SEC use only). (b) There were no reports on Form 8-K filed for the three months ended March 31, 1996. 14 15 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. WINDMERE CORPORATION -------------------- (Registrant) May 15, 1996 By: /s/ Harry D. Schulman ------------------------------ Harry D. Schulman Executive Vice President - Finance and Administration and Chief Financial Officer (Duly authorized to sign on behalf of the Registrant) May 15, 1996 By: /s/ Burton A. Honig ------------------------------ Burton A. Honig Vice President - Finance (Duly authorized to sign on behalf of the Registrant) 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1996 MAR-31-1996 11,693 0 34,710 1,084 78,558 139,085 72,335 41,846 181,566 16,161 2,648 0 0 1,643 160,597 181,566 40,440 40,440 31,837 31,837 0 0 133 670 374 296 0 0 0 296 .02 0
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