-----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, KC2Qk5DWZkGPEM3ePWrUcWmRP/cqzQiY7LPHR0Rb5bIoqBYxoLrL+cAamNDCx+Pj buxfC73/JqA3YhTaeaIB2g== 0000950131-96-000166.txt : 19960129 0000950131-96-000166.hdr.sgml : 19960129 ACCESSION NUMBER: 0000950131-96-000166 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVAL CO CENTRAL INDEX KEY: 0000860194 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 133327021 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20274 FILM NUMBER: 96507234 BUSINESS ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 BUSINESS PHONE: 8169434100 MAIL ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 10-Q 1 FORM 10-Q 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 DECEMBER 31, 1995. 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 0-20274 ------- THE RIVAL COMPANY - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 43-0794462 - ----------------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 E. 101st Terrace, Kansas City, MO 64131 - ----------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) (816) 943-4100 - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 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. (l) Yes X No ----- ----- (2) Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. As of December 31, 1995, the registrant had 9,725,037 shares of common stock, par value $.01 per share, outstanding. THE RIVAL COMPANY FORM 10-Q QUARTER ENDED DECEMBER 31, 1995 INDEX PART I. - FINANCIAL INFORMATION Page ITEM 1. Financial Statements (1) Condensed Consolidated Financial Statements (unaudited): Condensed Consolidated Balance Sheets as of December 31, 1995, December 31, 1994 and June 30, 1995. 3 Condensed Consolidated Statements of Earnings for the three months and six months ended December 31, 1995 and 1994. 4 Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 1995 and 1994. 5 (2) Notes to Condensed Consolidated Financial Statements. 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7 PART II. - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 8 ITEM 6. Exhibits and Reports on Form 8-K 9 2 PART I - FINANCIAL INFORMATION THE RIVAL COMPANY AND SUBSIDIARIES ----------------------- CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1995 and 1994 and June 30, 1995 (amounts in thousands) (unaudited)
12/31/95 12/31/94 6/30/95 -------- -------- ------- ASSETS Currents assets: Cash $ 461 $ 553 $ 193 Accounts receivable 86,612 61,053 43,492 Inventories 74,092 43,982 81,104 Deferred income taxes 860 985 860 Prepaid expenses 621 1,156 835 -------- -------- -------- Total current assets 162,646 107,729 126,484 Property, plant and equipment, net 27,096 21,405 27,072 Goodwill 47,374 38,165 48,186 Other assets 2,784 3,100 2,626 -------- -------- -------- $239,900 $170,399 $204,368 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable to banks $ 53,900 $ 9,700 $ 37,627 Current portion of long-term debt 4,000 4,000 4,000 Trade accounts payable 17,209 11,605 14,972 Income taxes payable 3,020 2,104 577 Other payables and accrued expenses 11,718 8,696 9,015 -------- -------- -------- Total current liabilities 89,847 36,105 66,191 Long-term debt, less current portion 42,000 46,000 42,000 Deferred income taxes 2,372 2,237 2,372 Deferred compensation 226 -- -- Stockholders' equity: Common stock 97 93 97 Paid-in capital 45,368 40,196 45,366 Retained earnings 60,625 46,512 49,047 Treasury stock, at cost (310) (310) (310) Foreign currency translation adjustments (325) (434) (395) -------- -------- -------- Total stockholders' equity 105,455 86,057 93,805 -------- -------- -------- $239,900 $170,399 $204,368 ======== ======== ========
See accompanying notes to condensed consolidated financial statements. 3 THE RIVAL COMPANY AND SUBSIDIARIES ----------------------- CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS Three months and six months ended December 31, 1995 and December 31, 1994 (amounts in thousands, except per share amounts) (unaudited)
Three months ended Six months ended ---------------------- --------------------- 12/31/95 12/31/94 12/31/95 12/31/94 -------- -------- -------- -------- Net sales $97,450 $78,087 $171,347 $139,485 Cost of sales 70,140 56,013 122,621 99,712 ------- ------- -------- -------- Gross profit 27,310 22,074 48,726 39,773 Selling expenses 9,987 8,176 18,573 14,869 General and administrative expenses 2,935 2,294 5,533 4,706 Amortization of goodwill 406 317 812 634 ------- ------- -------- -------- Operating income 13,982 11,287 23,808 19,564 Interest expense 1,684 1,125 3,160 2,121 Other expense, net 133 64 144 99 ------- ------- -------- -------- Earnings before income taxes 12,165 10,098 20,504 17,344 Income tax expense 4,709 3,801 7,955 6,644 ------- ------- -------- -------- Net earnings $ 7,456 $ 6,297 $ 12,549 $ 10,700 ======= ======= ======== ======== Weighted average common and common equivalent shares outstanding 9,941 9,504 9,931 9,496 ======= ======= ======== ======== Net earnings per common share $ 0.75 $ 0.66 $ 1.26 $ 1.13 ======= ======= ======== ========
See accompanying notes to condensed consolidated financial statements. 4 THE RIVAL COMPANY AND SUBSIDIARIES ----------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended December 31, 1995 and December 31, 1994 (amounts in thousands) (unaudited)
Six months ended ------------------ 12/31/95 12/31/94 -------- -------- Cash flows from operating activities: Net earnings $12,549 $10,700 Adjustments to reconcile net earnings to net cash used by operating activities: Depreciation and amortization 3,576 3,467 Other (15) -- Changes in assets and liabilities: Accounts receivable (43,120) (26,296) Inventories 7,012 6,294 Prepaid expenses 214 (104) Accounts payable and accruals 4,940 2,181 Income taxes payable 2,443 1,698 ------- ------- Net cash used by operating activities (12,401) (2,060) ------- ------- Cash flows from investing activities: Capital expenditures (2,510) (1,980) Other (105) 96 ------- ------- Net cash used by investing activities (2,615) (1,884) ------- ------- Cash flows from financing activities: Net borrowings under working capital loans 16,273 5,100 Payment of long term debt -- -- Dividends paid (971) (742) Other (18) 20 ------- ------- Net cash provided by financing activities 15,284 4,378 ------- ------- Net increase (decrease) in cash 268 434 Cash at beginning of period 193 119 ------- ------- Cash at end of period $ 461 $ 553 ======= =======
See accompanying notes to condensed consolidated financial statements. 5 THE RIVAL COMPANY AND SUBSIDIARIES ----------------------- Notes to Condensed Consolidated Financial Statements Six Months Ended December 31, 1995 and December 31, 1994 Note 1 - ------ In the opinion of Management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position of the Company as of December 31, 1995 and 1994 and the results of its operations and its cash flows for the six months ended December 31, 1995 and 1994. The June 30, 1995, condensed consolidated balance sheet has been derived from the audited consolidated financial statements as of that date. These financial statements have been prepared in accordance with the instructions to Form 10-Q. To the extent that information and footnotes required by generally accepted accounting principles for complete financial statements are contained in or consistent with the audited consolidated financial statements incorporated by reference in the Company's Form 10-K for the year ended June 30, 1995, such information and footnotes have not been duplicated herein. Note 2 - ------ The results of operations for the six months ended December 31, are not indicative of the results to be expected for the full year due to the seasonal nature of the Company's operations. Note 3 Inventories - ------------------ The following is a summary of inventories at December 31, 1995 and 1994 and June 30, 1995 (in thousands):
Dec. 31, 1995 Dec. 31, 1994 June 30, 1995 -------------- -------------- -------------- Raw Materials $27,806 $14,184 $33,221 Work in progress 3,203 2,028 1,741 Finished goods 47,815 31,457 49,924 ------- ------- ------- 78,824 47,669 84,886 Less LIFO allowance (4,732) (3,687) (3,782) ------- ------- ------- $74,092 $43,982 $81,104 ======= ======= =======
Note 4 Subsequent Event - ----------------------- On January 2, 1996, the Company acquired 100% of the common stock of Fasco Consumer Products, Inc. ("FASCO"), from H.S. Investments, Inc., a subsidiary of BTR Dunlop, Inc. Fasco is a manufacturer of heating, ventilating and other convenience products that are distributed through wholesale and retail markets with annual sales of approximately $40 million. The Company paid $23,532,000 in cash as consideration for the common stock of Fasco and a non-compete agreement from H.S. Investments Inc. and its affiliates. The source of the funds used by the Company to effect the acquisition was borrowings under its revolving credit agreement which was amended to increase the facility from $50 million to $75 million to accommodate the transaction. The acquisition will be accounted for as a purchase and, accordingly, the purchase price will be allocated to Fasco's assets and liabilities based upon their respective fair values. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales were $97.5 million in the quarter ended December 31, 1995 compared to $78.1 million in the prior year. For the six months ended December 31, 1995, sales were $171.3 million compared to $139.5 million in the prior year. The largest sales increase was in the other electric appliance category which reflects sales of Patton Electric heaters and fans. Patton was acquired in April 1995 and contributed $6.0 million for the quarter and $21.0 million for the six month period. Massagers also had significant sales increases which contributed to the growth in other electric appliance sales. Kitchen heating appliances also recorded significant increases in volume due to higher sales of Crock Pot(R) slow cookers and toasters. Sales by product category were as follows (in millions):
Three months ended Six months ended --------------------- --------------------- 12/31/95 12/31/94 12/31/95 12/31/94 -------- -------- -------- -------- Kitchen heating appliances $48.4 $38.3 $ 78.8 $ 67.0 Kitchen motor-driven appliances 13.9 14.8 23.2 26.3 Other electric appliances 27.9 18.2 55.3 33.0 Water products 7.3 6.8 14.0 13.2 ----- ----- ------ ------ $97.5 $78.1 $171.3 $139.5 ===== ===== ====== ======
Gross profit was $27.3 million (28.0% of sales) for the quarter ended December 31, 1995 compared to $22.1 million (28.3% of sales) in the prior year. For the first six months of the current fiscal year, gross profit was $48.7 million (28.4% of sales) compared to $39.8 million (28.5% of sales) in the prior year. Raw material prices have stabilized following the dramatic increases experienced in the prior year. Selling expenses were $10.0 million (10.2% of sales) for the quarter ended December 31, 1995 compared to $8.2 million (10.5% of sales) in the prior year. For the six months ended December 31, 1995 such expenses were $18.6 million (10.8% of sales) compared to $14.9 million (10.7% of sales) in the prior year. Selling expenses were virtually unchanged as a percentage of sales as the Company expanded its sales management in order to facilitate expected growth and also increased advertising expenditures for the fall. General and administrative expenses were $2.9 million for the December 1995 quarter compared to $2.3 million in the prior year. For the six months ended December 31, 1995, general and administrative expenses were $5.5 million compared to $4.7 million in the prior year. The higher expenses reflect increases in product engineering as well as management and support personnel required because of recent and expected future growth. Interest expense was $3.2 million for the six months ended December 31, 1995 compared to $2.1 million in the prior year as a result of higher borrowings required to finance the April 1995 acquisition of Patton Electric. Net earnings for the quarter ended December 31, 1995 were $7.5 million ($0.75 per share) compared to $6.3 million ($0.66 per share) for the same period in the prior year. For the six months ended December 31, 1995, net earnings were $12.5 million ($1.26 per share) compared to $10.7 million ($1.13 per share) in the prior year. 7 LIQUIDITY AND CAPITAL RESOURCES The Company has in place $46 million of 6.42% unsecured term notes having a final maturity of January 2003 with required payments of $4 million per year in fiscal 1996 and 1997. Additionally, the Company has a $50 million, unsecured revolving credit facility which expires in June 1998 and bears interest at a floating rate of LIBOR plus .75%. In December 1995, the Company negotiated an additional $25 million commitment under the revolving credit facility effective through December 15, 1996. The Company used the proceeds to fund the acquisition of Fasco Consumer Products on January 2, 1996. As of December 31, 1995, the Company had approximately $20.0 million available under the working capital line. During the six months ended December 31, 1995, the Company used $12.4 million of cash for operating activities. The Company historically requires a significant amount of cash each fall to fund its build-up in inventories and accounts receivable during its peak selling season. The extremely high sales volume during the second half of the December 1995 quarter resulted in a substantial increase in accounts receivable balances as of December 31, 1995. The cash required for the seasonal working capital is funded through borrowings on the working capital line. The Company plans to make capital expenditures of approximately $5.0 million to $6.0 million during fiscal 1996. Management believes that cash generated from operations and its bank credit facility will be sufficient to meet its cash requirements for the foreseeable future. PART II - OTHER INFORMATION --------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- A regular annual meeting of shareholders was held on December 13, 1995. Each of the Company's directors was elected to a one year term. The respective votes were as follows: Jack J. Culberg, 7,978,437 shares voted for election and 347,389 shares withheld votes; Thomas K. Manning, 8,197,216 shares voted for election and 128,610 shares withheld votes; William S. Endres, 8,197,216 shares voted for election and 128,610 shares withheld votes; Darrel M. Sanders, 8,197,016 shares voted for election and 128,810 shares withheld votes; William L. Yager, 8,156,579 shares voted for election and 169,247 shares withheld votes; Todd Goodwin, 7,997,991 shares voted for election and 327,835 shares withheld votes; John E. Grimm, III, 8,214,766 shares voted for election and 111,060 shares withheld votes; Lanny R. Julian, 8,214,616 shares voted for election and 111,210 shares withheld votes; Beatrice B. Smith, 8,215,466 shares voted for election and 110,360 shares withheld votes; Noel Thomas Patton, 8,197,016 shares voted for election and 128,810 shares withheld votes. Additionally, the shareholders voted to ratify the appointment of KPMG Peat Marwick as independent public accountants for the Company for the fiscal year ending June 30, 1996. The vote was 8,297,808 shares voted for ratification, 24,123 shares voted against ratification and 3,895 shares for which the vote was withheld. 8 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits. 10(j) Fourth Amendment to Credit Agreement between the Company, the banks listed therein, and NationsBank of Texas, N.A. as agent. 11 Schedule regarding computation of per share earnings. (b) Reports on Form 8-K. On January 16, 1996, the Company filed a Report on Form 8-K with respect to the acquisition of 100% of the stock of Fasco Consumer Products, Inc. The items reported on the Form 8-K were Item 2, Acquisition or Disposition of Assets and Item 7(c), Exhibits. 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. THE RIVAL COMPANY Dated: January 26, 1996 By: /s/ Thomas K. Manning ------------------------- Thomas K. Manning President and CEO (Duly Authorized Officer) Dated: January 26, 1996 By: /s/ William L. Yager ------------------------- William L. Yager Senior Vice-President of Finance and Administration, Chief Financial Officer 9 EX-10.J 2 FOURTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10j FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS AMENDMENT is entered into as of December 15, 1995, among THE RIVAL COMPANY, a Delaware corporation (the "BORROWER"), NATIONSBANK OF TEXAS, N.A., BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, BANK OF AMERICA ILLINOIS (FORMERLY CONTINENTAL BANK N.A.), and other financial institutions from time to time that may become parties to the Credit Agreement, defined below (collectively the "BANKS" or individually a "BANK"), and NATIONSBANK OF TEXAS, N.A., a national banking association as agent for the Banks hereunder (in such capacity, together with any successor in such capacity, the "AGENT"); The Borrower, the Banks, and the Agent entered into a Credit Agreement dated as of July 23, 1993, as amended May 2, 1994, January 20, 1995, and September 15, 1995 (as further renewed, extended, amended, or supplemented, the "CREDIT AGREEMENT"). The Company has requested certain amendments to the Credit Agreement. NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Banks, and the Agent agree as follows: 1. DEFINITIONS. Unless otherwise specified herein, terms defined in the Credit Agreement have the same meaning when used herein, and all references to "Sections" are references to sections of the Credit Agreement. 2. DEFINITION OF "APPLICABLE MARGIN". The definition of "APPLICABLE MARGIN" in the Credit Agreement is hereby amended in its entirety to read as follows: "APPLICABLE MARGIN" is determined by reference to the following table: ========================================================================= APPLICABLE APPLICABLE STANDBY LEVEL LEVERAGE RATIO MARGIN FOR MARGIN FOR LETTER OF ADJUSTED LIBOR CD LOANS CREDIT FEES LOANS - ------------------------------------------------------------------------- I Less than .40 to 1.0 .45% .575% .45% - ------------------------------------------------------------------------- II Less than or equal .50% .625% .50% to .50 to 1.0 but greater than or equal to .40 to 1.0 - ------------------------------------------------------------------------- III Greater than .50 to .75% .875% .75% 1.0 ========================================================================= (a) From December 15, 1995 through December 30, 1995, the Applicable Margin shall be at Level II. (b) Effective as of December 31, 1995, the Applicable Margin shall be adjusted upwards to Level III (based upon the Leverage Ratio determined from the Borrower's unaudited pro forma Consolidated projected December 31, 1995 balance sheet delivered to the Banks and attached as Annex 1 to the Fourth Amendment to Credit Agreement dated as of December 15, 1995). (c) Thereafter, the Applicable Margin shall be subject to adjustment annually (upwards or downwards, as appropriate) based upon the Leverage Ratio determined from the Borrower's most recent audited annual Consolidated financial statements (commencing with the June 30, 1996 fiscal year end) delivered to the Banks pursuant to SECTION 4.1.1 hereof. The adjustment (upwards or downwards, as appropriate), if any, to the Applicable Margin shall be effective on the tenth (10th) Banking Day after the Agent receives such audited annual Consolidated financial statements. In the event the Agent has not received the required Consolidated financial statements pursuant to SECTION 4.1.1 hereof within the time period provided therein, the maximum Leverage Ratio set forth in the foregoing table shall be conclusively presumed to be correct until the tenth (10th) Banking Day after the Agent receives such required Consolidated financial statements, at which time the Adjusted Margin shall be adjusted based upon the Leverage Ratio determined from such Consolidated financial statements. (d) In no event shall the Applicable Margin be adjusted downward if there exists a Default or Potential Default on the date on which such downward adjustment would otherwise become effective until such time as the Default or Potential Default has been cured, waived or ceases to exist. The provisions set forth in this definition are not intended to and shall not be construed as authorizing any violation by the Borrower of SECTION 4.1.4 hereof or a waiver of SECTION 4.1.4 hereof or any commitment by the Banks to waive any violation by the Borrower of SECTION 4.1.4 hereof. 3. COMMITMENTS. Effective December 15, 1995, SCHEDULE 1.1 to the Credit Agreement is amended in its entirety to be in the form of SCHEDULE 1.1 attached hereto. 4. PAYMENTS OF PRINCIPAL AND INTEREST. Effective December 15, 1995, SECTION 2.2.3 of the Credit Agreement is amended in its entirety to read as follows: 2.2.3 Payments of Principal and Interest. Interest only on the outstanding Advances of the Loans from time to time which bear interest at the Base Rate shall be due and payable in arrears on the first (1st) day of each calendar quarter throughout the term of the Commitment Period. Interest on each Permissible Increment of Advances outstanding which are subject to an Optional Rate, shall be due and payable in arrears on the last day of the LIBOR Interest Period or CD Rate Interest Period to which that Permissible Increment is subject, provided that, with respect to each Permissible Increment of Advances which is subject to an Optional Rate with an Interest Period of 120 days or more, interest on such Permissible Increment of Advances shall also be due and payable in arrears on the first (1st) day of each calendar quarter throughout the term 2 of the Commitment Period. During each fiscal year, the Borrower shall make principal payments in an amount sufficient that the outstanding principal balance of Advances under the Loans shall not exceed (i) Ten Million Dollars ($10,000,000) for fiscal years other than 1996, and (ii) $45,000,000 for fiscal year 1996, for a 45 consecutive day period chosen by the Borrower and notified to the Banks in the Compliance Certificate next following the last day of such period. Unless the Loans are sooner paid or extended by the Banks in their sole discretion, the entire principal balance of the Loans, together with all accrued and unpaid interest thereon, and all fees and charges payable in connection therewith, shall be due and payable on the last day of the Commitment Period. On December 15, 1996, or, if the acquisition of described in Section 2.2.6 hereof shall not have been consummated on or before January 31, 1996, then on February 1, 1996, the Borrower shall make a principal payment in an amount sufficient that the outstanding principal balance of Advances under the Loans shall not exceed Fifty Million Dollars ($50,000,000). 5. USE OF PROCEEDS. SECTION 2.2.6 of the Credit Agreement is hereby amended in its entirety to read as follows: 2.2.6 Use of Proceeds. The proceeds of Advances of Loans shall be used for general corporate purposes and to acquire 100 percent of the issued and outstanding stock of Fasco Consumer Products, Inc. 6. CONDITIONS. This Fourth Amendment shall become effective when the Agent receives the following: (a) a new Note for each Bank in the amount of its Commitment; and (b) a certified copy of resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Fourth Amendment and the Notes, and designating by name and title the officer or officers of the Borrower authorized to execute and deliver the same. 7. RATIFICATIONS. Except as herein specifically amended and modified, (a) the Credit Agreement is unchanged and continues in full force and effect, and (b) the Borrower hereby confirms and ratifies the Credit Agreement's existence and each and every term, condition, and covenant therein contained, to the same extent and as though the same were set out herein in full. 8. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants to the Banks, and the Agent that (a) this amendment has been duly executed and delivered by the Borrower, (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by the Borrower of this amendment, (c) this amendment is valid and binding upon the Borrower and is enforceable against the Borrower in accordance with its respective terms, except as 3 limited by the Bankruptcy Code of the United States of America and all other similar laws affecting the rights of creditors generally, (d) the execution, delivery and performance by the Borrower of this amendment do not require the consent of any other Person and do not and will not constitute a violation of any laws, agreement, or understanding to which the Borrower is a party or by which the Borrower is bound, (e) as of the date of this amendment, no Default or Potential Default has occurred and is continuing. 9. REFERENCES. All references in the Loan Documents to the Credit Agreement shall refer to the Credit Agreement as amended by this amendment, and, because this amendment is a "LOAN DOCUMENT" referred to in the Credit Agreement, then the provisions relating to Loan Documents set forth in the Credit Agreement are incorporated herein by reference, the same as if set forth herein verbatim. 10. COUNTERPARTS. This amendment may be executed in a number of identical counterparts, each of which shall be deemed an original. In making proof of this instrument, it shall not be necessary for any party to account for all counterparts, and it shall be sufficient for any party to produce but one such counterpart. 11. PARTIES BOUND. This amendment shall be binding upon and shall inure to the benefit of the Borrower, Agent, and each Bank, and, subject to SECTION 8.3, their respective successors and assigns. 12. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL CREDIT AGREEMENT BETWEEN THE PARTIES FOR THE TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] 4 EXECUTED as of the date and year first stated above. THE RIVAL COMPANY, a Delaware corporation By: ------------------------------------------- Its: ------------------------------------------- NATIONSBANK OF TEXAS, N.A., as Agent and a Bank By: ------------------------------------------- Its: ------------------------------------------- BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, a Bank By: ------------------------------------------- Its: ------------------------------------------- BANK OF AMERICA ILLINOIS (formerly CONTINENTAL BANK N.A.), a Bank By: ------------------------------------------- Its: ------------------------------------------- SCHEDULE 1.1 ------------ BANKS AND COMMITMENTS --------------------- ===================================================================== COMMITMENT COMMITMENT BANK AND ADDRESS THROUGH AFTER DECEMBER 15, DECEMBER 15, 1996/1/ 1996 --------------------------------------------------------------------- NationsBank of Texas, N.A. 33,000,000 $22,000,000 901 Main Street, 67th Floor Dallas, Texas 75202 Telecopy No. (214) 508-0980 Attn: Perry B. Stephenson Senior Vice President --------------------------------------------------------------------- Bank One, Indianapolis, National 21,000,000 14,000,000 Association Bank One Center-Tower 111 Monument Circle, Suite 1911 Indianapolis, Indiana 46277-0119 Telecopy No. (317) 321-8830 Attn: Holly Fischer Durbin Relationship Manager --------------------------------------------------------------------- Bank of America Illinois (formerly 21,000,000 14,000,000 Continental Bank N.A.) 231 South La Salle Street Chicago, Illinois 60697 Telecopy No. (312) 987-1276 Attn: R. Guy Stapleton Vice President --------------------------------------------------------------------- TOTAL $75,000,000 $50,000,000 ===================================================================== - ------------------ /1/ Provided that, if the acquisition described in Section 2.2.6 hereof shall not have been consummated on or before January 31, 1996, on February 1, 1996, each Bank's Commitment shall reduce to its Pro Rata Share of $50,000,000. EX-11 3 SCHEDULE RE. COMPUTATION OF EARNINGS THE RIVAL COMPANY AND SUBSIDIARIES EXHIBIT 11 EARNINGS PER SHARE (in thousands except per share data)
Three months ended Six months ended --------------------- --------------------- 12/31/95 12/31/94 12/31/95 12/31/94 -------- -------- -------- -------- Net earnings $7,456 $6,297 $12,549 $10,700 ====== ====== ======= ======= Primary Earnings Per Share - -------------------------- Weighted average common and common equivalent shares outstanding 9,941 9,504 9,931 9,496 ====== ====== ======= ======= Earnings per common and common equivalent share $ 0.75 $ 0.66 $ 1.26 $ 1.13 ====== ====== ======= ======= Share computation: Average common shares outstanding 9,725 9,285 9,721 9,284 Average number of options outstanding 531 413 535 416 Less treasury shares acquired with proceeds from exercise of options (315) (194) (325) (204) ------ ------ ------- ------- Weighted average common and common equivalent shares outstanding 9,941 9,504 9,931 9,496 ====== ====== ======= =======
* Fully diluted earnings per share is equal to primary earnings per share for all periods presented. EX-27 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Form 10-Q for the 12/31/95 Quarter and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS 6-MOS JUN-30-1996 JUN-30-1995 JUL-01-1995 JUL-01-1994 DEC-31-1995 DEC-31-1994 461 553 0 0 89,215 63,260 2,603 2,207 74,092 43,982 162,646 107,729 50,411 40,830 23,315 19,425 239,900 170,399 89,847 36,105 42,000 46,000 97 93 0 0 0 0 105,358 85,964 239,900 170,399 171,347 139,485 171,347 139,485 122,621 99,712 122,621 99,712 24,918 20,209 262 353 3,160 2,121 20,504 17,344 7,955 6,644 12,549 10,700 0 0 0 0 0 0 12,549 10,700 1.26 1.13 1.26 1.13
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