-----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, OiipJUjBKZcVm/GdPbQoxuCd899/V5kKMC5XTfCxU9Md8pBLupqvIkxB5Q5J34Hf FlCrSh4pvblr80YOY+xY1w== 0000950135-96-005321.txt : 19961218 0000950135-96-005321.hdr.sgml : 19961218 ACCESSION NUMBER: 0000950135-96-005321 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CML GROUP INC CENTRAL INDEX KEY: 0000729576 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 042451745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09630 FILM NUMBER: 96682049 BUSINESS ADDRESS: STREET 1: 524 MAIN ST CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: 5082644155 MAIL ADDRESS: STREET 1: 524 MAIN STREET CITY: ACTON STATE: MA ZIP: 01720 10-Q 1 CML GROUP, INC. QUARTERLY REPORT ON FORM 10-Q 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 2, 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 0-12628 ------- CML GROUP, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 04-2451745 - ------------------------ ------------------------------------ (State of Incorporation) (IRS Employer Identification Number) 524 Main Street, Acton, Massachusetts 01720 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 264-4155 -------------- Not Applicable ---------------------------------------------- (Former name, former address and former fiscal year if changed since last report.) 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 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 ----- ----- Number of shares outstanding of each of the issuer's classes of common stock: 49,717,511 shares of common stock, $.10 par value, as of December 10, 1996. ================================================================================ 2 CML GROUP, INC. AND SUBSIDIARIES -------------------------------- Form 10-Q Index -----
Page ---- Part I: Financial Information Item 1: Financial Statements Consolidated Condensed Balance Sheets as of November 2, 1996 and July 31, 1996 3 - 4 Consolidated Condensed Statements of Operations for the three-month periods ended November 2, 1996 and October 28, 1995 5 Consolidated Condensed Statements of Cash Flows for the three-month periods ended November 2, 1996 and October 28, 1995 6 Notes to Consolidated Condensed Financial Statements 7 - 10 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 12 Part II: Other Information Item 1: Legal Proceedings 13 Item 6: Exhibits and Reports on Form 8-K 13 Signatures 13 Exhibit Index 14
2 3 Part I: FINANCIAL INFORMATION Item 1. Financial Statements -------------------- CML GROUP, INC. & SUBSIDIARIES Consolidated Condensed Balance Sheets ------------------------------------- ASSETS
November 2, 1996 July 31, 1996 ---------------- ------------- Current assets: Cash and cash equivalents $ 41,928,000 $ 17,673,000 Accounts receivable 8,082,000 10,570,000 Refundable income taxes 161,000 53,874,000 Prepaid income taxes 10,920,000 6,102,000 Inventories: Raw materials 3,647,000 2,742,000 Work in process 2,021,000 1,875,000 Finished goods 31,898,000 25,817,000 ------------ ------------ Total inventories 37,566,000 30,434,000 Other current assets 19,036,000 16,270,000 ------------ ------------ Total current assets 117,693,000 134,923,000 ------------ ------------ Property, plant and equipment, at cost: Land and buildings 19,388,000 20,071,000 Machinery and equipment 43,325,000 43,739,000 Leasehold improvements 30,759,000 31,628,000 ------------ ------------ 93,472,000 95,438,000 Less accumulated depreciation 37,696,000 37,279,000 ------------ ------------ 55,776,000 58,159,000 ------------ ------------ Goodwill 8,723,000 8,782,000 Other assets 11,501,000 11,487,000 ------------ ------------ $193,693,000 $213,351,000 ============ ============
See Notes to Consolidated Condensed Financial Statements. 3 4 CML GROUP, INC. & SUBSIDIARIES Consolidated Condensed Balance Sheets ------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY
November 2, 1996 July 31, 1996 ---------------- ------------- Current liabilities: Current portion of long-term debt $ 48,000 $ 49,000 Accounts payable 14,376,000 23,582,000 Accrued compensation 5,774,000 6,385,000 Accrued advertising 9,984,000 8,260,000 Accrued insurance 5,345,000 5,706,000 Accrued lease termination costs 5,342,000 5,760,000 Other accrued expenses 32,030,000 29,018,000 ------------ ------------ Total current liabilities 72,899,000 78,760,000 ------------ ------------ Noncurrent liabilities: Long-term debt 274,000 276,000 Convertible subordinated debentures 41,593,000 41,593,000 Other noncurrent liabilities 6,914,000 6,925,000 ------------ ------------ Total noncurrent liabilities 48,781,000 48,794,000 ------------ ------------ Stockholders' equity: Common stock, par value $.10 per share Authorized - 120,000,000 shares Issued - 52,743,471 shares and 52,623,704 shares 5,274,000 5,262,000 Additional paid-in capital 81,221,000 81,082,000 Retained earnings 22,918,000 37,066,000 ------------ ------------ 109,413,000 123,410,000 Less treasury stock, at cost, 2,946,626 shares and 2,963,433 shares 37,400,000 37,613,000 ------------ ------------ 72,013,000 85,797,000 ------------ ------------ $193,693,000 $213,351,000 ============ ============
See Notes to Consolidated Condensed Financial Statements. 4 5 CML GROUP, INC. & SUBSIDIARIES Consolidated Condensed Statements of Operations ----------------------------------------------- For the periods ended November 2, 1996 and October 28, 1995
Three Months ------------ 1996 1995 ---- ---- Net sales $ 66,958,000 $108,865,000 ------------ ------------ Less costs and expenses: Cost of goods sold 29,371,000 48,595,000 Selling, general and administrative expenses 58,623,000 84,039,000 Interest expense 461,000 532,000 ------------ ------------ 88,455,000 133,166,000 ------------ ------------ Income (loss) before income taxes (21,497,000) (24,301,000) Provision (benefit) for income taxes (7,846,000) (9,283,000) ------------ ------------ Net income (loss) $(13,651,000) $(15,018,000) ============ ============ Earnings (loss) per share: Primary $(0.27) $(0.30) ====== ====== Fully diluted $(0.27) $(0.30) ====== ====== Weighted average number of shares outstanding 50,164,956 49,771,232
See Notes to Consolidated Condensed Financial Statements. 5 6 CML GROUP, INC. & SUBSIDIARIES Consolidated Condensed Statements of Cash Flows -----------------------------------------------
For the Three Months Ended -------------------------- November 2, 1996 October 28, 1995 ---------------- ---------------- Cash flows from operating activities: Net income (loss) $(13,651,000) $(15,018,000) ------------ ------------ Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 3,555,000 8,123,000 Loss on disposal of property, plant and equipment 604,000 808,000 (Increase) decrease in working capital items 31,732,000 (24,725,000) (Increase) decrease in other assets (88,000) 180,000 Increase (decrease) in other noncurrent liabilities (11,000) 854,000 ------------ ------------ Total adjustments 35,792,000 (14,760,000) ------------ ------------ Net cash provided by (used in) operating activities 22,141,000 (29,778,000) ------------ ------------ Cash flows from investing activities: Additions to property, plant and equipment (1,542,000) (8,902,000) Net proceeds from sale of businesses held for sale 3,871,000 -- Reductions in notes receivable 4,000 12,000 ------------ ------------ Net cash provided by (used in) investing activities 2,333,000 (8,890,000) ------------ ------------ Cash flows from financing activities: Increase (decrease) in long-term debt (3,000) 34,774,000 Dividends paid (497,000) (1,233,000) Exercise of stock options 281,000 95,000 Acquisition of treasury stock -- (1,207,000) ------------ ------------ Net cash provided by (used in) financing activities (219,000) 32,429,000 ------------ ------------ Net increase (decrease) in cash and cash equivalents during the period 24,255,000 (6,239,000) Cash and cash equivalents at the beginning of the period 17,673,000 8,338,000 ------------ ------------ Cash and cash equivalents at the end of the period $ 41,928,000 $ 2,099,000 ============ ============
See Notes to Consolidated Condensed Financial Statements. 6 7 CML GROUP, INC. & SUBSIDIARIES Notes to Consolidated Condensed Financial Statements ---------------------------------------------------- Note 1 - ------ The accompanying consolidated condensed financial statements and notes should be read in conjunction with the financial statements contained in the Company's Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated condensed financial statements include all adjustments necessary for a fair presentation of the results of the interim periods presented and all such adjustments are of a normal recurring nature. The retail industry is seasonal in nature and the results of operations for the interim periods presented may not be indicative of the results for a full year. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from those estimates. Certain 1996 amounts have been reclassified to conform to the 1997 presentation. Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," is effective for the Company beginning in fiscal 1997. SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages, but does not require, compensation cost to be measured based on the fair value of the equity instrument awarded. Companies are permitted, however, to continue to apply APB Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock-based compensation awards to employees. Note 2 - Divestiture of Hear Music - ---------------------------------- The Company decided to divest its Hear Music subsidiary during the third quarter of fiscal 1996. On October 23, 1996, the Company sold substantially all of the assets of Hear Music for $371,000 in cash plus the assumption of certain liabilities. The Company's results of operations for the three-month period ended October 28, 1995 include Hear Music's sales and pretax operating losses of $1,379,000 and $932,000, respectively. Note 3 - Long-term Debt - ----------------------- Consolidated long-term debt is summarized as follows:
November 2, 1996 July 31, 1996 ---------------- ------------- Revolving credit loan $ -- $ -- Note payable 247,000 250,000 Obligations under capital leases 75,000 75,000 -------- -------- 322,000 325,000 Less current portion 48,000 49,000 -------- -------- Long-term debt $274,000 $276,000 ======== ========
7 8 Note 4 - Contingencies - ---------------------- Litigation ---------- NordicTrack is the defendant in a Consolidated Class Action Complaint ("Consolidated Complaint") filed on September 25, 1996 in the United States District Court for the Southern District of New York. The plaintiffs named in the Consolidated Complaint, Elissa Crespi and John Lucien Ware, Jr., allege that NordicTrack made false and misleading claims in its advertising concerning the weight loss of persons using its ski exercisers by misrepresenting and failing to disclose material findings of weight loss studies conducted by or on behalf of NordicTrack. The plaintiffs assert claims of common law fraud, fraudulent concealment, negligent misrepresentation and omission, breach of express and implied warranties, and violation of Section 349 of the New York General Business Law. They also seek to represent a class allegedly consisting of all persons in the United States who purchased a NordicTrack ski exerciser during the period from November 15, 1993 to April 10, 1996, excluding NordicTrack and its employees. On behalf of themselves and the alleged class, the plaintiffs seek unspecified actual and punitive damages with interest, rescission, attorneys' fees, costs, an order requiring NordicTrack to make corrective disclosures, and the imposition of a constructive trust. NordicTrack has filed a motion for transfer of venue to the United States District Court for the District of Minnesota, which the plaintiffs have opposed. The parties have recently commenced discovery on the issue of class certification. While NordicTrack believes it has meritorious defenses to the Consolidated Complaint and intends to vigorously defend against the allegations, this lawsuit is in the earliest stages and the Company is unable to determine the likelihood and possible impact on the Company's financial condition or results of operations of an unfavorable outcome. In August 1996, NordicTrack filed a declaratory judgment action against Precise Exercise, Inc. ("Precise") in the United States District Court for the District of Minnesota seeking a declaratory judgment to invalidate an agreement between the parties. Thereafter, Precise filed an action against NordicTrack in State Court in New Jersey alleging NordicTrack breached its contract with Precise to market and distribute Precise's abdominal exercise product. On November 25, 1996, the New Jersey Court granted NordicTrack's motion to transfer that action to Minnesota. It is likely these actions will be consolidated in the District of Minnesota. While NordicTrack is vigorously pursuing its claim for declaratory judgment and believes it has meritorious defenses to Precise's claims on the contract, these lawsuits are in the earliest stages and the Company is unable to determine the likelihood and possible impact on the Company's financial condition or results of operations of unfavorable outcomes. The Company is involved in various other legal proceedings which have arisen in the ordinary course of business. Management believes the outcome of such other legal proceedings will not have a material adverse impact on the Company's financial condition or results of operations. 8 9 Environmental Matters --------------------- On June 3, 1991, the Company received from the United States Environmental Protection Agency ("EPA") a Special Notice Letter containing a formal demand on the Company as a Potentially Responsible Party ("PRP") for reimbursement of the costs incurred and expected to be incurred in response to environmental problems at a so-called "Superfund" site in Conway, New Hampshire. The EPA originally estimated the costs of remedial action and future maintenance and monitoring programs at the site at about $7,276,000. The Superfund site includes a vacant parcel of land owned by a subsidiary of the Company as well as adjoining property owned by a third party. No manufacturing or other activities involving hazardous substances have ever been conducted by the Company or its affiliates on the Superfund site in Conway. The environmental problems affecting the land resulted from activities by the owners of the adjoining parcel. Representatives of the Company have engaged in discussions with the EPA regarding responsibility for the environmental problems and the costs of cleanup. The owners of the adjoining parcel are bankrupt. The EPA commenced cleanup activities at the site in July 1992. The EPA expended approximately $1,415,000 for the removal phase of the site cleanup, which has now been completed. The EPA had estimated that the removal costs would exceed $3,000,000, but only a small portion of the solid waste removed from the site was ultimately identified as hazardous waste. Therefore, the EPA's actual response costs for the removal phase were less than the EPA originally estimated. The EPA has implemented the groundwater phase of the cleanup, which the EPA originally estimated would cost approximately $4,020,000. The Company believes that the EPA's estimated cost for cleanup, including the proposed remedial actions, is excessive and involves unnecessary actions. In addition, a portion of the proposed remedial cost involves cleanup of the adjoining property that is not owned by the Company or any of its affiliates. Therefore, the Company believes it is not responsible for that portion of the cleanup costs. The Company has reserves and insurance coverage (from its primary insurer) for environmental liabilities at the site in the amount of approximately $2,300,000. The Company also believes that it is entitled to additional insurance from its excess insurance carriers. However, if excess liability coverage is not available to the Company and the ultimate liability substantially exceeds the primary insurance amount and reserves, the liability would have a material adverse effect upon the Company's operating results for the period in which the resolution of the claim occurs and could have a material adverse effect upon the Company's financial condition. In June 1992, the EPA notified the Company it may be liable for the release of hazardous substances by the Company's former Boston Whaler subsidiary at a hazardous waste treatment and storage facility in Southington, Connecticut. The EPA has calculated the Company's volumetric contribution at less than two- tenths of one percent. Because complete cleanup cost estimates for the site are not yet available, an accurate assessment of the Company's likely range of liability cannot be made. Accordingly, the financial impact on the Company is not presently determinable. 9 10 Tax Matters ----------- The Internal Revenue Service ("IRS") has been engaged in an examination of the Company's tax returns for the fiscal years 1987 through 1991. Although the Company has not received an official notice, based on discussions with IRS personnel, the Company expects that the IRS will propose certain adjustments which, if sustained by the IRS, would result in a tax deficiency for the years under examination. The adjustments expected to be proposed by the IRS primarily relate to: (i) the disallowance of deductions taken by the Company with respect to incentive compensation payments made to the former owners of NordicTrack (acquired in June 1986) and to the former owners of Britches of Georgetowne (acquired in August 1983); and (ii) the valuation of certain assets acquired in connection with the acquisition of Britches of Georgetowne. The Company believes that the tax deductions taken were valid and in accordance with the Internal Revenue Code. However, at this stage no assurance can be given of a favorable outcome on these matters. If the IRS proposed adjustments are sustained, any back taxes owed and associated interest could have a material adverse effect on the Company's operating results for the period in which such issues are finally resolved and could also have a material adverse effect on the Company's financial condition. 10 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations. ------------- Introduction - ------------ The Company operates in two industry segments: the NordicTrack Segment and the Smith & Hawken Segment ("Smith & Hawken Segment"). The Smith & Hawken Segment comprises only Smith & Hawken in fiscal 1997. Prior to fiscal 1997, the Smith & Hawken Segment comprised Smith & Hawken, The Nature Company and Hear Music. This Quarterly Report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-looking statements. There are a number of factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, those set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations under the caption "Certain Factors that May Affect Future Results" contained in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996. Financial Condition - ------------------- Stockholders' equity decreased $13.8 million from July 31, 1996 to $72.0 million at November 2, 1996 primarily due to a net loss of $13.7 million during the first quarter of fiscal 1997. The Company's working capital at November 2, 1996 was $44.8 million compared to $56.2 million at July 31, 1996. The decrease in working capital was primarily attributable to a decrease in refundable income taxes partially offset by an increase in inventories and a decrease in accounts payable. In the first quarter of fiscal 1997, approximately $1.5 million was spent on additions to property, plant and equipment. The Company received $3.9 million during the first quarter of fiscal 1997 representing proceeds from the sale of Hear Music and amounts previously held in an escrow account established in connection with the divestiture of The Nature Company. At November 2, 1996, the Company had no loans outstanding under its $40 million senior revolving credit agreement with two banks. Results of Operations - --------------------- During the first quarter of fiscal 1997, net sales decreased by $41.9 million to $67.0 million, or 38.5% below the first quarter of fiscal 1996 primarily due to the divestiture of The Nature Company and Hear Music and lower NordicTrack sales. The Company incurred a net loss of $13.7 million in the first quarter of fiscal 1997 which compares with a net loss of $15.0 million during the same period of fiscal 1996. The improvement in the net loss was primarily due to the divestitures of The Nature Company and Hear Music offset, in part, by lower sales and gross profit at NordicTrack. Retail sales decreased by $32.7 million, or 47.2%, to $36.7 million in the first quarter of fiscal 1997 primarily due to the sale of The Nature Company and Hear Music and lower retail sales at NordicTrack partially offset by an increase in the Smith & Hawken Segment's comparable store sales. Direct response and mail order sales in the first quarter of fiscal 1997 decreased by $9.2 million to $30.3 million, or 23.2% below the first quarter of fiscal 1996, primarily due to lower direct response sales at NordicTrack. 11 12 Cost of goods sold decreased as a percentage of sales from 44.6% in the first quarter of fiscal 1996 to 43.9% in the first quarter of fiscal 1997. The decrease was primarily due to the sale of The Nature Company and Hear Music offset in part by higher cost of goods sold at NordicTrack. The increase in cost of goods sold as a percentage of sales at NordicTrack was primarily due to an increase in the proportion of products sold with higher material prices, overhead and labor costs. Selling, general and administrative expenses increased as a percentage of sales from 77.2% in the first quarter of fiscal 1996 to 87.6% in the first quarter of fiscal 1997. This increase was primarily due to less efficient advertising and advance advertising of certain new products introduced by NordicTrack and to fixed costs at Nordic Advantage stores which experienced a decrease in comparable store sales. The Company incurred net interest expense of $0.5 million in each of the first quarters of fiscal 1996 and 1997, or 0.7% and 0.5% of sales, respectively. The Company's income tax benefit as a percentage of pretax loss was 36.5% in the first quarter of fiscal 1997 compared to 38.2% during the first quarter of fiscal 1996. During the first quarter of fiscal 1997, NordicTrack's total sales decreased by $18.5 million to $54.4 million, or by 25.4%, compared with sales for the first quarter of fiscal 1996. Approximately 54.8% and 54.3% of NordicTrack's total sales in the first quarter of fiscal 1997 and fiscal 1996, respectively, were accounted for by sales at its Nordic Advantage subsidiary which operates retail stores and mall kiosks. Nordic Advantage's sales decreased from $39.6 million in the first quarter of fiscal 1996 to $29.8 million in the similar quarter of fiscal 1997 primarily due to a 21.3% decline in comparable store sales and a decrease in the number of mall kiosks. At the end of the first quarter of fiscal 1997, Nordic Advantage operated 129 retail stores and 192 mall kiosks compared with 123 retail stores and 248 mall kiosks open at the end of the first quarter of fiscal 1996. In the first quarter of fiscal 1997, direct response sales decreased $8.7 million to $24.6 million, or 26.2%, compared to the similar period in fiscal 1996. The Smith & Hawken Segment's sales decreased by $23.4 million, or 65.0%, to $12.6 million during the first quarter of fiscal 1997 compared with the similar period of fiscal 1996 primarily due to the sale of The Nature Company and Hear Music. Total retail sales for the first quarter of fiscal 1997 decreased by $22.9 million, or 77.0%, to $6.9 million compared with the first quarter of fiscal 1996 primarily due to the sale of The Nature Company and Hear Music partially offset by a 16.6% increase in comparable store sales in the first quarter of fiscal 1997. The Smith & Hawken Segment operated 24 Smith & Hawken stores at the end of the first quarter of fiscal 1997. In the first quarter of fiscal 1997, the Smith & Hawken Segment's mail order sales declined by $0.4 million to $5.7 million due to the sale of The Nature Company offset by an increase in Smith & Hawken's mail order sales. 12 13 PART II: OTHER INFORMATION Item 1: Legal Proceedings. Environmental Matters --------------------- Note 4 of Notes to Consolidated Condensed Financial Statements in Item 1 of Part I hereof is hereby incorporated by reference for information concerning environmental matters. Litigation ---------- Note 4 of Notes to Consolidated Condensed Financial Statements in Item 1 of Part I hereof is hereby incorporated by reference for information concerning litigation. Tax Matters ----------- Note 4 of Notes to Consolidated Condensed Financial Statements in Item 1 of Part I hereof is hereby incorporated by reference for information concerning tax matters. Items 2-5: None. Item 6: Exhibits and Reports on Form 8-K. (a) Exhibits - See Exhibit Index. (b) Reports on Form 8-K: None. 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. CML GROUP, INC. --------------- (Registrant) Date: December 17, 1996 /s/ Paul J. Bailey ----------------- ---------------------------- Paul J. Bailey Controller Principal Accounting Officer 13 14 EXHIBIT INDEX Page No. -------- 11 -- Statement Regarding Computation of Earnings (Loss) Per Share 15 27 -- Financial Data Schedule 16 14 EX-11 2 COMPUTATION OF EARNINGS/LOSS PER SHARE 1 Exhibit 11 CML GROUP, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS (LOSS) PER SHARE For the periods ended November 2, 1996 and October 28, 1995
First Quarter ------------- 1996 1995 ---- ---- Primary earnings (loss) per share: Weighted average number of shares outstanding: Common 49,707,211 49,224,104 Shares deemed outstanding from: Assumed issuance of deferred compensation awards 105,000 105,000 Assumed exercise of stock options 352,745 442,128 ------------ ------------ Total 50,164,956 49,771,232 ============ ============ Net income (loss) $(13,651,000) $(15,018,000) ============ ============ Primary earnings (loss) per share $(0.27) $(0.30) ====== ====== Weighted average number of shares outstanding, as above 50,164,956 49,771,232 Shares deemed outstanding from the assumed conversion of convertible subordinated debentures 1,604,877 1,604,877 Additional shares deemed outstanding from the assumed exercise of stock options 49,270 -- ------------ ------------ Total 51,819,103 51,376,109 ============ ============ Additional income from the elimination of the interest cost of the convertible subordinated debentures, net of income tax effect $ 384,685 $ 374,067 Fully diluted earnings (loss) per share $(0.27) $(0.30) ====== ======
15 EX-27 3 FINANCIAL DATA SCHEDULE
5 This Schedule contains summary financial information extracted from the consolidated financial statements of CML Group, Inc. for the three months ended November 2, 1996 and is qualified in its entirety by reference to such financial statements. 1 3-MOS JUL-31-1997 AUG-01-1996 NOV-02-1996 41,928,000 0 11,609,000 3,527,000 37,566,000 117,693,000 93,472,000 37,696,000 193,693,000 72,899,000 41,593,000 5,274,000 0 0 66,739,000 193,693,000 66,958,000 66,958,000 29,371,000 29,371,000 0 379,000 461,000 (21,497,000) (7,846,000) (13,651,000) 0 0 0 (13,651,000) (.27) (.27)
-----END PRIVACY-ENHANCED MESSAGE-----