Annual Report (Form 10-K), fiscal year 1994

Item 1. Business --------
CML Group, Inc. (the "Company" or "CML") was incorporated under the laws of the State of Delaware in 1969. Unless the context otherwise requires, the term "Company" as used herein includes CML and its subsidiaries.
CML Group, Inc. is a specialty marketing company offering: (i) physical fitness and exercise equipment and other health-related products; (ii) nature-, gardening-, music- and science-related gifts and accessories; and (iii) high quality men's apparel. The Company markets its products primarily through direct response advertising in print and on television, through its mail order catalogs and through its own specialty retail stores and kiosks. At July 31, 1994, the Company operated 318 retail stores and 20 mall kiosks and had proprietary mail order customer lists containing approximately 3 million names. The Company's principal specialty retailing operations are conducted under the trade names NordicTrack [R], NordicAdvantage [TM], The Nature Company [TM], Smith & Hawken [R], Britches of Georgetowne [R] and Britches Great Outdoors [TM].
On February 25, 1993, the Company acquired certain assets and assumed certain liabilities of the gardening business of Smith & Hawken, Ltd., a specialty retailer of gardening products and accessories located in Mill Valley, California.
In the last five years, the Company has sold four subsidiaries and restructured the operations of three divisions as part of its strategy to focus on businesses which have the greatest growth prospects and offer the greatest potential return on investment. During fiscal 1992, the Company decided to restructure the remaining operations of its Britches for Women and Mason & Sullivan divisions by eliminating major product lines and consolidating stores, offices and distribution facilities
CML may make acquisitions in the future to complement and expand its current business operations. Criteria used by the Company in evaluating potential acquisitions include high-quality proprietary consumer products, specialty marketing capabilities, potential fit with one of the Company's existing businesses and commitment of the existing management team.
CML's specialty retailing companies comprise three industry segments: (i) NordicTrack designs, manufactures and markets high quality aerobic and anaerobic exercise equipment to consumers primarily through direct response advertising in print and on television, its own mail order catalogs and retail stores and kiosks operated by its wholly-owned subsidiary, NordicAdvantage; (ii) The Nature Company segment includes The Nature Company which markets a wide range of products that enhance observation, understanding and appreciation of nature through its own retail stores and catalogs; Smith & Hawken, a leading marketer of gardening tools, plants and accessories, acquired in February 1993; and two early stage retail concepts, Hear Music and Scientific Revolution that sell music- and science-related merchandise, respectively; and (iii) Britches for Men markets high quality men's apparel through its own retail stores.
Britches sells its products through two separate retail formats: (i) Britches Great Outdoors stores sell men's and unisex sportswear and casual outdoor clothing and (ii) Britches of Georgetowne stores sell men's tailored professional business clothing.
Information on each of the Company's industry segments is presented in Note 10 - Industry Segments of Notes to Consolidated Financial Statements.
For the fiscal year ended July 31, 1994, approximately 57.3% of the Company's total revenues was derived from retail stores and mall kiosks compared to approximately 55.5% in fiscal 1993 and 55.9% in fiscal 1992. In fiscal 1994, direct response and mail order sales accounted for approximately 42.7% of total revenues compared to 44.5% in fiscal 1993 and 44.1% in fiscal 1992.
NordicTrack - - -----------
NordicTrack designs, manufactures and markets high quality aerobic and anaerobic exercise equipment to consumers primarily through direct response advertising in print and on television and through its own mail order catalogs. NordicTrack products are also sold by its wholly-owned subsidiary, NordicAdvantage which operates specialty retail stores and kiosks located primarily in the United States and Canada. NordicTrack's products are designed to provide efficient, non-jarring exercise at home.
NordicTrack's principal procuct line consists of several models of cross country ski exercisers which range in price from $300 to $1,500. NordicTrack's cross country ski exercisers utilize a unique flywheel mechanism which, in conjunction with an upper body resistance mechanism, replicates the non-jarring motion of cross country skiing and provides a complete upper and lower body workout. In November 1993, NordicTrack introduced Walkfit [TM], a nonmotorized treadmill with a price of approximately $600.
NordicTrack's principal anaerobic product, the NordicFlex Gold [TM], was introduced in December 1991. NordicFlex Gold is offered in two models at $1,000 and $1,300. The NordicFlex Gold incorporates a unique isokinetic resistance device which provides resistance in relation to the force exerted. The NordicFlex Gold provides users the upper and lower body exercise needed to build and maintain strength, muscle tone and flexibility, and allows the user to tailor an individual fitness program with 32 different exercises.
During fiscal 1994, approximately 37.1% of NordicTrack's net sales was derived from NordicAdvantage's retail operations, and the remaining 62.9% was derived from its direct response and mail order operations. NordicAdvantage opened 41 retail stores during fiscal 1994 compared to 29 and 15 stores opened during fiscal 1993 and 1992, respectively. At the end of fiscal 1994, NordicAdvantage operated 88 stores compared to 47 stores at July 31, 1993. NordicAdvantage plans to open 25 stores during fiscal 1995. These stores are generally approximately 1,300 square feet in size and are located in high traffic urban and suburban malls in affluent areas. A portion of NordicAdvantage's retail sales comes from seasonal kiosks which are open for only a portion of the year. The stores and kiosks have allowed NordicAdvantage to reach that portion of the fitness market which does not traditionally purchase by direct response or mail order.
NordicTrack operates a retail store in Germany and a retail store and direct response marketing facility in the United Kingdom. To date, international sales have not been significant.
NordicTrack's operations, including personnel, stores, purchasing, manufacturing, distribution, order fulfillment, accounting and management information systems, are separate and distinct from the Company's other operations.
The Nature Company - - ------------------
The Nature Company segment includes The Nature Company which creates, sources and sells products that enhance observation, understanding and appreciation of the natural world; Smith & Hawken, a leading marketer of gardening tools, plants and accessories, acquired in February 1993; and two early stage retail concepts, Hear Music and Scientific Revolution, that sell music- and science-related merchandise, respectively. The Nature Company's merchandise categories include books, gifts, children's educational toys, music, clothing, accessories, backyard and garden items, minerals, sculpture, posters, optics, paper products, instruments, nature video and audio tapes, and limited edition prints. Smith & Hawken's merchandise categories include garden furniture, gardening tools, plants, garden-related accessories, books, housewares and gifts and clothing. Hear Music sells a limited selection of compact discs and tapes targeted primarily at an older customer than most music stores. Scientific Revolution sells merchandise that celebrates great accomplishments in science, exploration and the ingenuity of mankind.
During fiscal 1994, approximately 78.5% of The Nature Company segment's sales was derived from its retail operations, and the remaining 21.5% was derived from its mail order operations. The Nature Company segment opened 22 stores during fiscal 1994 compared to 29 stores opened during fiscal 1993. At the end of fiscal 1994, The Nature Company segment operated 133 stores compared to 111 stores at the end of fiscal 1993. The segment's retail stores, which vary in size from 1,290 square feet to 8,200 square feet and average 2,889 square feet, are located in tourist festival marketplaces, high traffic urban and suburban malls in affluent areas and affluent main street areas in the United States and Canada. The Nature Company segment plans to open approximately 20 stores during fiscal 1995.
The Nature Company segment mailed approximately 25 million catalogs during fiscal 1994 and generated $43.0 million in total mail-order revenues.
The companies included in The Nature Company segment currently share executive management, real estate services, order processing services, fulfillment and distribution services, accounting and finance and management information services and systems. The Nature Company segment's operations, including personnel, stores, purchasing, merchandising, distribution, order fulfillment, accounting and management information systems, are separate and distinct from the Company's other industry segments.
Britches for Men - - ----------------
Men's tailored professional clothing is sold through stores concentrated in the mid-Atlantic and southeastern states and Washington, D.C. operating under the trade name Britches of Georgetowne ("BGT"). Merchandise sold by BGT consists primarily of tailored natural fiber suits, sport coats, trousers, shirts and neckties with traditional yet fashion-forward styling.
BGT stores, which vary in size from 3,219 square feet to 7,536 square feet and average 5,268 square feet, are primarily located in major high traffic shopping malls and main street areas in affluent urban and suburban areas. Britches operated 14 BGT stores at July 31, 1994 and 1993. The Company does not plan to open any BGT stores during fiscal 1995.
Men's sportswear and casual outdoor clothing, designed for casual weekend living, are sold through stores in urban and suburban locations primarily in the mid-Atlantic, the northeast, upper midwest and southeastern states and Washington, D.C. operating under the trade name Britches Great Outdoors ("BGO").
BGO stores are located in university towns, high traffic malls and main street areas in affluent urban and suburban areas. BGO stores vary in size from 2,075 square feet to 6,484 square feet and average 3,688 square feet. Britches opened 27 new BGO stores during fiscal 1994 compared to six BGO stores opened during fiscal 1993. At the end of fiscal 1994, Britches operated 83 BGO stores compared to 56 stores at the end of fiscal 1993. The Company plans to open 12 BGO stores during fiscal 1995.
Britches' operations, including personnel, stores, purchasing, merchandising, distribution, order fulfillment, accounting and management information systems, are separate and distinct from the Company's other operations.
Trade Names - - -----------
The Company believes that the names under which it conducts its business are of significant value because they are established, well-known and respected.
Distribution - - ------------
NordicTrack's products are manufactured principally at its Glencoe, Minnesota production facility and shipped from that facility to its direct response customers. NordicTrack products are also sold by its wholly-owned subsidiary, NordicAdvantage which operates specialty retail stores and kiosks. The Nature Company segment's products are
shipped by its suppliers to its distribution center in Florence, Kentucky and reshipped by The Nature Company segment to stock its retail stores and to fill its mail orders. Britches' products are shipped by its suppliers to its distribution center in Herndon, Virginia, from which Britches supplies its retail stores
Suppliers - - ---------
The Company has many domestic and foreign suppliers, none of which accounts for more than 5% of its purchases. Generally, the Company is not dependent upon any single source for any items of merchandise. Each specialty retailing operation generally contracts with one or more printers and paper suppliers for its direct response and mail order catalogs.
Manufacturing - - -------------
The Company's principal manufacturing activity consists of the production of NordicTrack physical fitness exercise equipment, primarily at three facilities in Minnesota comprising approximately 277,000 square feet of manufacturing space. The materials required for the Company's manufacturing operations are generally available from a wide variety of suppliers.
Competition - - -----------
The markets in which the Company is engaged are highly competitive. Many of the competitors of The Nature Company, Smith & Hawken, Hear Music and Britches are larger companies with greater financial resources, a greater selection of merchandise and nationwide distribution, including a large number and wide variety of specialty retail stores, discount stores and department stores.
NordicTrack competes with other companies which design, manufacture and distribute physical fitness and exercise equipment. NordicTrack's competitors include Soloflex, Inc., Proform Fitness Products, Inc., Diversified Products Corp., Road Master Industries, Inc. and Consumer Direct, Inc.
The Nature Company primarily competes with Natural Wonders, Inc., a large specialty retailer located in the San Francisco Bay Area with retail stores throughout the United States and with smaller specialty retailers in local markets selling clothing, educational toys for children, books, posters and other similar items.
Smith & Hawken competes with mail order catalogs which sell gardening-related merchandise such as Gardeners's Eden, David Kay, Calyx & Corolla and Gardener's Supply. Smith & Hawken also competes with independent garden stores and plant nurseries in towns and cities throughout the United States.
Hear Music competes with larger companies selling pre-recorded music on compact discs and tapes which have greater financial resources, a greater selection of merchandise and nationwide distribution. Hear Music also competes with smaller local and regional music stores.
The men's tailored professional clothing and sportswear and casual wear businesses are highly competitive. BGT and BGO compete with larger companies with greater financial resources, a greater selection of merchandise and nationwide distribution. BGT's competitors include but are not limited to Nordstrom and Brooks Brothers. BGO's competitors include but are not limited to Eddie Bauer, L.L. Bean, J. Crew, The Gap, Banana Republic and Land's End. BGT and BGO also compete with smaller, generally regional specialty stores.
Competition in the direct response and mail order business has intensified in recent years due to an increase in both the number of competitors and in the number of catalogs mailed.
Seasonality - - -----------
Working Capital Requirements - - ----------------------------
Inventory purchases represent the most significant use of working capital. The Company believes that its working capital requirements follow the seasonal patterns of other companies operating within its industry segments. Inventory represented approximately 52% and 61% of the Company's working capital assets, excluding cash and cash equivalents, at July 31, 1994 and 1993, respectively. Inventory purchases are based on future anticipated sales and typically reach their highest levels of the year in the Fall in anticipation of the Christmas holiday season.
Backlog, Contracts and Research - - -------------------------------
Backlog is not a significant factor in the Company's business.
The Company does not have any material contracts which are subject to renegotiation. The Company's research and development activities primarily consist of the design and development of new products and the improvement of existing products at NordicTrack, The Nature Company, Britches of Georgetowne and Smith & Hawken.
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 $7.3 million. 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 has expended approximately $1.4 million for the removal phase of the site cleanup which has now been completed. The EPA had estimated that the removal costs would exceed $3.0 million, 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 recently begun to implement the groundwater phase of the cleanup, which was originally estimated by the EPA to cost approximately $4.0 million.
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 $2.3 million. 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, but would not 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 a former 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. The EPA has not completed its Remedial Investigation/Feasibility Study and, therefore, an estimate of cleanup costs is not available.
Employees - - ---------
At July 31, 1994, the Company employed, on average, approximately 6,800 people, including full-time, part-time and seasonal employees. The Company from time to time employs a large number of part-time employees because of the seasonality of the Company's sales. The Company considers its employee relations to be good.
Foreign and Domestic Operations - - -------------------------------
To date, international sales, licensing revenues and export sales have accounted for less than five percent of the Company's total annual sales. A NordicTrack subsidiary operates a retail store in Germany and a retail store and direct response marketing facility in the United Kingdom. The Nature Company has licensed the right to use its name, trademarks and generally to copy its design concept, trade dress and merchandise to licensees in Japan and Australia. At July 31, 1994, the Japanese and Australian licensees operated 11 and 7 retail stores, respectively.
Sales between the Company's operating units are not significant.
Item 2.



Item 2. Properties ----------
Most of the Company's facilities, including its retail stores, are leased from third parties. However, its principal NordicTrack manufacturing, administrative and telemarketing facilities are owned by the Company. The Company also owns its corporate offices in Acton, Massachusetts.
The leases covering the Company's distribution, retail and manufacturing facilities expire at various dates over the next 16 years. Most of the retail store leases have initial terms ranging from five to ten years, with options to renew in certain cases. Retail store leases generally provide for a minimum or base rent; additional expenses for common area maintenance charges and additional rent calculated as a percentage of sales in excess of specified levels. Rental expense under all leases for fiscal 1994 was approximately $39.9 million. For additional information regarding the Company's lease obligations, see Note 9- Commitments and Contingencies of Notes to Consolidated Financial Statements.
Item 3.

Item 3. Legal Proceedings -----------------
In October 1992, The Nature Company filed a lawsuit against Natural Wonders, Inc. in the United States District Court for the Northern District of California which seeks both damages and injunctive relief to remedy alleged false representations, intellectual property infringement and unfair competition by Natural Wonders. In November 1992, Natural Wonders responded by filing counterclaims against The Nature Company alleging unfair competition, interference with Natural Wonders' contractual relations and prospective business advantage in violation of state and federal antitrust laws, and seeking damages treble the amount to be proved at trial. The Nature Company is opposing the counterclaim.
The lawsuit with Natural Wonders is still in the discovery stage and, while the Company believes that it will prevail, no assurance can be given of a favorable outcome. The Company believes that an unfavorable outcome would not have a material adverse effect on the Company's financial condition but could adversely affect the Company's operating results for the period or periods in which such outcome occurs.
In May 1993, Soloflex, Inc. commenced a civil suit against NordicTrack in the United States District Court for the District of Oregon alleging false advertising, intellectual property
infringement, trademark dilution and other common law causes of action, all allegedly arising out of NordicTrack's advertising. On September 28, 1994, NordicTrack settled the lawsuit with Soloflex and recorded a charge of $4,000,000 against its 1994 results to cover its share of the legal costs associated with this suit.
The Company is involved in various other legal proceedings which have arisen in the ordinary course of business. Management believes the outcome of such proceedings will not have a material adverse impact on the Company's financial condition or results of operations.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended July 31, 1994.
Executive Officers of the Company - - ---------------------------------
Mr. Leighton, a founder of the Company, has been Chairman of the Board of Directors and Chief Executive Officer since the incorporation of the Company in 1969. Mr. Leighton is a director of The New England.
Mr. Tod, a founder of the Company, has been a member of the Board of Directors and President and Chief Operating Officer since the incorporation of the Company in 1969. Mr. Tod is a director of SCI Systems, Inc. and EG&G, Inc.
Mr. Samuelson has been Senior Vice President and Chief Financial Officer since November 1989. From September 1988 to November 1989 he was Vice President, Corporate Development. Mr. Samuelson is a director of Duracraft, Inc.
Mr. Davis has been Controller of the Company since May 1984 and a Vice President since November 1989.
PART II
Item 5.

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters --------------------------------------------------------------------
The Company's common stock is traded on the New York Stock Exchange under the symbol "CML".
The Company declared cash dividends of $0.08 and $0.06 per share on its Common Stock during fiscal 1994 and fiscal 1993, respectively.
The number of shareholders of record of the Company's Common Stock as of October 6, 1994 was 5,156.
Item 7.


Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations. ---------------------
Introduction
The Company and its subsidiaries operate in three industry segments: (i) NordicTrack markets physical fitness and exercise equipment and other health-related products through direct response advertising in print and on television and through specialty stores and kiosks operated by its wholly-owned subsidiary, NordicAdvantage; (ii) The Nature Company segment includes The Nature Company which markets a wide range of products through catalogs and its own retail stores that enhance observation, understanding and appreciation of nature; Smith & Hawken, a leading marketer of gardening tools, plants and accessories, acquired in February 1993; and two early stage retail concepts, Hear Music and Scientific Revolution, that sell music- and science-related merchandise, respectively, and (iii) Britches markets high quality men's apparel through its own retail stores. Industry segment information is presented in Note 10 of Notes to Consolidated Financial Statements.
Results of Operations - Fiscal 1994 and 1993
CML Consolidated Net sales increased by $126.9 million to $772.4 million, or 19.7% over 1993. Income from continuing operations was $51.7 million in 1994 compared to $57.9 million in 1993, a decrease of 10.7%.
Retail store sales in 1994 increased $84.2 million, or 23.5%, over 1993 to $442.6 million. The increase in retail store sales was attributable to new stores at NordicAdvantage, The Nature Company and Britches. During 1994, NordicAdvantage, The Nature Company and Britches opened 41, 22 and 27 stores, respectively.
Direct response and mail order sales in 1994 increased $42.7 million, or 14.9%, over the prior year to $329.8 million. The increase in direct response and mail order sales was primarily attributable to higher direct response sales at NordicTrack and mail order sales at Smith & Hawken, acquired in February 1993. The percentage of the Company's total sales derived from direct response and mail order decreased to 42.7% in 1994 from 44.5% in 1993 and 44.1% in 1992.
The Company expects future growth will primarily result from a growth in retail sales due to the opening of new NordicAdvantage, Smith & Hawken and Hear Music stores.
During 1994 the Company continued to test certain of its concepts internationally. The Company plans to continue such tests but does not expect the results of its international operations to be significant for the next several years.
Cost of goods sold decreased as a percentage of sales to 38.2% in 1994 from 39.3% in 1993. Selling, general and administrative expenses increased as a percentage of sales from 45.6% in 1993 to 51.0% in 1994. The decrease in cost of goods sold as a percentage of sales was primarily due to improved manufacturing efficiencies at NordicTrack and higher initial markon at Britches and The Nature Company. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to higher direct marketing expenses at NordicTrack and fixed costs at stores which experienced a decrease in comparable store sales during 1994.
Interest expense increased by $0.7 million, or 38.9%, from 1993 to $2.5 million in 1994 primarily due to the inclusion for an entire year of the $57.5 million of 5 1/2% convertible subordinated debentures which were issued during 1993. As a percentage of sales, interest expense remained unchanged at 0.3%.
The provision for income taxes decreased as a percentage of pretax income from 40.0% in 1993 to 36.3% in 1994 primarily due to the carryback of capital losses to prior years.
NordicTrack Net sales increased from $377.8 million in 1993 to $455.6 million in 1994, or 20.6%. Retail store and kiosk sales increased $51.0 million, or 43.3%, to $168.8 million in 1994 compared to $117.8 million in 1993. Direct response and mail order sales increased $26.8 million or 10.3% to $286.8 million in 1994 from $260.0 million in 1993. The increase in retail sales was primarily due to the opening of 41 retail stores. Comparable store sales increased by 0.9% during 1994. During 1994, NordicTrack accounted for approximately 59.0% and 93.2% of the Company's consolidated sales and operating income before corporate expenses, respectively. In 1993, approximately 58.5%
of the Company's consolidated sales and approximately 91.6% of the Company's consolidated operating income before corporate expenses and restructuring charges were attributable to NordicTrack.
NordicTrack's gross margin increased to 69.0% in 1994 from 68.3% in 1993 primarily due to increased manufacturing efficiencies and higher sales of established products. Selling, general and administrative expenses increased as a percentage of sales from 41.8% in 1993 to 50.4% in 1994 primarily due to higher direct marketing expenses and costs associated with settlement of the Soloflex lawsuit. Operating income decreased $15.4 million or 15.4% to $84.8 million in 1994 from $100.2 million in 1993. Operating income decreased as a percentage of sales from 26.5% in 1993 to 18.6% in 1994 due primarily to higher selling, general and administrative expenses.
NordicTrack expects to continue opening new stores and developing and marketing new physical fitness and exercise equipment and other health-related products.
NordicTrack expects to make significant capital expenditures in 1995 for new retail stores and additional equipment for its manufacturing, distribution and telemarketing facilities. NordicTrack currently expects to spend $6.2 million for 25 new retail stores in 1995. The Company believes the opening of new stores will have a positive effect on operating results in 1995 and beyond.
The Nature Company Segment Net sales increased by 23.4% from $162.2 million in 1993 to $200.2 million in 1994 due to the opening of 22 new retail stores and the inclusion of Smith & Hawken, acquired in February 1993, for an entire year. Retail store sales increased $22.0 million or 16.3% to $157.2 million in 1994 compared to $135.2 million in 1993. Mail order sales increased $16.0 million to $43.0 million in 1994 from $27.0 million in 1993 primarily due to the inclusion of Smith & Hawken for an entire year. Comparable store sales decreased by 4.7% during 1994.
The Nature Company segment's gross margin increased to 53.2% in 1994 from 51.0% in 1993 due to higher initial markons and higher sales of proprietary products which have higher gross margins.
The Nature Company segment's selling, general and administrative expenses increased as a percentage of sales from 47.2% in 1993 to 51.4% in 1994 primarily due to fixed costs at stores which experienced a decrease in comparable store sales during 1994. Operating income decreased from $6.2 million, or 3.8% of sales, in 1993 to $3.6 million, or 1.8% of sales, in 1994 due to the increase in selling, general and administrative expenses.
The Nature Company segment plans to increase the number of new Smith & Hawken and Hear Music store openings and to reduce the number of new Nature Company store openings in 1995. The Nature Company and Smith & Hawken expect to continue developing and marketing proprietary products. The Company also plans to continue testing and expanding its music and science concepts which are not expected to contribute significantly to the Company's overall results of operations for the next few years.
The Nature Company segment expects to make significant capital expenditures in 1995 for new retail stores and additional equipment for its data processing, distribution and telemarketing facilities. The Nature Company segment currently expects to spend $10.0 million for 20 new stores in 1995. The Company believes the new stores will contribute positively to operating results in 1995 and subsequent years.
Britches of Georgetowne As a result of the decision made during 1992 to close the Britches for Women division, Britches operates in one industry segment, men's clothing. This segment consists of Britches Great Outdoors for Men which sells men's casual outdoor clothing and Britches of Georgetowne which sells men's tailored professional clothing.
Sales of the Britches for Men division increased $11.1 million or 10.5% from $105.5 million in 1993 to $116.6 million in 1994. The increase in sales was due primarily to the opening of 27 Britches Great Outdoors stores during 1994. Comparable store sales decreased by 5.4% during 1994. Gross margin for the Britches for Men division increased from 48.5% in 1993 to 48.9% in 1994 primarily due to a higher initial markup.
Selling, general and administrative expenses increased from 45.7% of sales in 1993 to 46.7% of sales in 1994 primarily due to fixed costs at stores which experienced a decrease in comparable store sales during 1994. Operating income decreased from $3.0 million, or 2.8% of sales, in 1993 to $2.6 million, or 2.2% of sales, in 1994.
Britches expects to continue opening Britches Great Outdoors stores and developing and marketing high quality men's apparel under its own private label.
Britches expects to make significant capital expenditures in 1995 for new retail stores and additional equipment for its data processing and distribution facilities. Britches currently expects to spend $5.0 million for 12 new retail stores in 1995. The Company believes the opening of new stores will have a positive effect on operating results in 1995 and future years.
Results of Operations - Fiscal 1993 and 1992
CML Consolidated Net sales increased by $151.0 million to $645.5 million, or 30.5% over 1992. Income from continuing operations was $57.9 million in 1993 compared to $36.8 million in 1992, an increase of 57.3%.
Retail store sales in 1993 increased $82.2 million, or 29.8%, over 1992 to $358.4 million. The increase in retail store sales was attributable primarily to new stores at NordicAdvantage, The Nature Company and Britches and an increase in comparable store sales at NordicAdvantage. During 1993, NordicAdvantage, The Nature Company and Britches opened 29, 29 and 6 stores, respectively. Britches closed two stores during 1993.
Direct response and mail order sales in 1993 increased $68.8 million, or 31.5%, over the prior year to $287.1 million. The percentage of the Company's total sales derived from direct response and mail order increased from 44.1% in 1992 to 44.5% in 1993. The increase in direct response and mail order sales was primarily attributable to higher direct response sales at NordicTrack and mail order sales at Smith & Hawken.
Cost of goods sold increased as a percentage of sales from 39.1% in 1992 to 39.3% in 1993. Selling, general and administrative expenses increased as a percentage of sales from 45.1% in 1992 to 45.6% in 1993. The increase in cost of goods sold as a percentage of sales was primarily due to the introduction of new products at NordicTrack, markdowns at The Nature Company and the acquisition of Smith & Hawken. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to the new products at NordicTrack and an increase in the proportion of NordicTrack's consolidated sales attributable to retail stores. NordicTrack's new products typically have lower gross margins and higher marketing costs than its more established products.
Interest expense increased $0.5 million, or 38.5%, from 1992 to $1.8 million in 1993. As a percentage of sales, interest expense remained unchanged at 0.3%. During 1993, the Company issued $57.5 million of convertible subordinated debentures due 2003. The debentures which bear interest at 5 1/2% annually are convertible under certain circumstances into common stock at $25.917 per share.
NordicTrack Net sales increased from $266.8 million in 1992 to $377.8 million in 1993, or 41.6%. Retail store and kiosk sales increased $54.2 million, or 85.2%, to $117.8 million in 1993 compared to $63.6 million in 1992. Direct response and mail order sales increased $56.8 million, or 28.0%, to $260.0 million in 1993 from $203.2 million in 1992. The increase in retail sales was due to the opening of 29 retail stores and a 26.7% increase in comparable store sales.
NordicTrack's gross margin decreased from 71.1% in 1992 to 68.3% in 1993 primarily due to manufacturing inefficiencies associated with the introduction of new products. Selling, general and administrative expenses increased as a percentage of sales from 40.1% in 1992 to 41.8% in 1993 primarily due to higher advertising and other marketing expenses resulting from the development and introduction of new products and a larger proportion of retail store sales. Operating income increased $17.4 million or 21.0% from $82.8 million in 1992 to $100.2 million in 1993. Operating income decreased as a percentage of sales from 31.0% in 1992 to 26.5% in 1993.
NordicTrack spent approximately $19.9 million on capital expenditures during 1993 primarily for new retail stores and additional manufacturing, telemarketing and data processing facilities and related equipment.
The Nature Company Segment
Net sales increased by 39.2% from $116.5 million in 1992 to $162.2 million in 1993 primarily due to the opening of 29 new retail stores and the acquisition of Smith & Hawken in February 1993. Retail store sales increased $31.2 million or 30.0% to $135.2 million in 1993 compared to $104.0 million in 1992. Mail order sales increased $14.5 million to $27.0 million in 1993 from $12.5 million in 1992 primarily due to $13.6 million of mail order sales at Smith & Hawken. Comparable store sales decreased by 1.4% during 1993.
The Nature Company segment's gross margin decreased to 51.0% in 1993 from 52.2% in 1992 due to higher markdowns, the acquisition of Smith & Hawken which has lower gross margins and the start-up of two new retail test concepts, Hear Music and Scientific Revolution, which also have lower gross margins.
The Nature Company segment's selling, general and administrative expenses increased as a percentage of sales from 44.8% in 1992 to 47.2% in 1993. Operating income decreased from $8.5 million, or 7.3% of sales, in 1992 to $6.2 million, or 3.8% of sales, in 1993.
The Nature Company segment spent approximately $16.4 million on capital expenditures during 1993 primarily for new retail stores and additional distribution, data processing and telemarketing facilities and related equipment.
Britches of Georgetowne Sales of the Britches for Men division increased $11.4 million or 12.1% from $94.1 million in 1992 to $105.5 million in 1993. The increase in sales was primarily due to the opening of 6 Great Outdoors stores during 1993. Comparable store sales increased by 0.4%, during 1993. Gross margin for the Britches for Men division increased from 45.9% in 1992 to 48.5% in 1993 due primarily to a higher initial markup.
Selling, general and administrative expenses increased from 43.7% of sales in 1992 to 45.7% of sales in 1993. Operating income increased from $2.1 million, or 2.2% of sales, in 1992 to $3.0 million, or 2.8% of sales, in 1993.
Britches spent approximately $7.5 million on capital expenditures during 1993 primarily for new retail stores and related equipment.
Restructuring Charges During the third quarter of 1992, the Company recorded a restructuring charge of $11.2 million relating to the elimination of major product lines and the consolidation of stores, offices and distribution facilities of the Company's Britches Great Outdoors for Women and Mason & Sullivan divisions.
Approximately $7.7 million of the total restructuring charge related to the closing of Britches Great Outdoors for Women. The restructuring charge consisted primarily of the writeoff of fixed assets and estimated lease termination costs. During 1993, the Company completed a substantial part of the consolidation of the division on terms which were more favorable than originally estimated and accordingly, reversed $1.0 million of the restructuring charges recorded during 1992.
Approximately $3.5 million of the restructuring charge related to the closing of Mason & Sullivan. The restructuring charge consisted primarily of the writeoff of goodwill and fixed assets.
The Company believes that since these divisions have historically generated operating losses, the closing of the divisions will have a positive effect on the future operating results of the Company.
Liquidity
Cash Flows from Operating Activities The Company has used internally generated funds, bank borrowings and proceeds from the sale of securities to finance its continuing operations and growth. In 1994, net cash provided by operating activities was $45.5 million compared with $70.9 million in 1993 and $59.1 million in 1992. The decrease in 1994 was primarily due to increased investment in working capital and lower operating results partially offset by higher depreciation and amortization. Depreciation and amortization has increased from $13.1 million in 1992 to $18.8 million in 1993 to $24.2 million in 1994 primarily as a result of the Company's investment in additional retail stores, manufacturing, distribution and data processing facilities. The loss on disposal of property, plant and equipment during 1994 of $2.9 million was primarily due to dispositions of assets at NordicTrack and Britches. The Company's
investment in working capital increased $13.0 million, $8.6 million and $34.7 million in 1992, 1993 and 1994, respectively. The increased investment in working capital in 1994 was primarily used to fund growth in all three industry segments.
Cash Flows from Investing Activities In 1994, net cash used in investing activities was $61.0 million compared with $59.6 million in 1993 and $43.4 million in 1992.
Capital expenditures funded by the Company's continuing operations were $61.1 million in 1994, $44.4 million in 1993 and $43.3 million in 1992. NordicTrack, The Nature Company segment and Britches spent approximately $22.7 million, $23.3 million and $15.0 million, respectively, on capital expenditures during 1994 primarily for new retail stores and additional manufacturing, telemarketing and data processing facilities and related equipment.
In February 1993, the Company acquired certain assets and assumed certain liabilities of the gardening business of Smith & Hawken, Ltd. for a net cash purchase price of $15.1 million.
Cash Flows from Financing Activities Net cash used in financing activities during 1994 was $19.6 million compared with net cash generated of $49.2 million in 1993 and net cash used of $14.2 million in 1992. The Company repurchased approximately $16.3 million and $4.4 million of its common stock in 1994 and 1993, respectively. During 1993, the Company issued $57.5 million of 5 1/2% convertible subordinated debentures. The Company used cash flow from operating activities to reduce long-term debt by $15.6 million in 1992 and $3.8 million in 1993. In addition, the Company has increased the dividends paid on its common stock from $1.0 million in 1992 to $2.7 million in 1993 and $4.0 million in 1994.
Capital Resources During 1994, the Company entered into a new revolving credit agreement which expires September 30, 1996. The new agreement provides for a revolving credit of $60.0 million and a letter of credit facility of $10.0 million. The agreement allows the Company to issue letters of credit which aggregate more than $10.0 million to the extent that advances under the revolving credit are less than $60.0 million. At July 31, 1994, letters of credit totalling $17.7 million were outstanding under the agreement. Total bank borrowings averaged $8.0 million during 1993 and $9.0 million during 1992. The Company did not borrow under the revolving credit agreement during 1994. See Note 7 of Notes to Consolidated Financial Statements.
The Company believes that internally generated funds and available bank lines of credit will be sufficient to meet its current and long-term operating needs and anticipated capital expenditures.
Inflation has not had a significant effect on the Company's operations.
The Company is involved in various legal proceedings and claims which have arisen in the ordinary course of business.
Two former subsidiaries of the Company are involved in two separate environmental matters. See Note 9 of Notes to Consolidated Financial Statements.
The Company does not own any securities covered by Statement of Financial Accounting Standards No. 115. The Company adopted Statement of Position No. 93-7 during 1994.
Item 8.


Item 8. Financial Statements and Supplementary Data. -------------------------------------------
See Index to the Company's Financial Statements, Supplementary Data and Financial Statement Schedules and the accompanying financial statements, notes and schedules which are filed as part of this Form 10-K following the signature page.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure. --------------------
Not applicable.
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------
The response to this item is contained in part under the caption "Executive Officers of the Company" in Part I hereof, and the remainder is incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on December 1, 1994 (the "1994 Proxy Statement") at "Election of Directors."
Item 11.

Item 11. Executive Compensation. ----------------------
The response to this item is incorporated herein by reference to the 1994 Proxy Statement at "Election of Directors," "Compensation Committee Report on Executive Compensation," "Compensation Committee Interlocks and Insider Participation," "Summary Compensation," "Stock Option Grants," "Year-End Option Table" and "Comparative Stock Performance."
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management. --------------------------------------------------------------
The response to this item is incorporated herein by reference to the 1994 Proxy Statement at "Security Ownership of Certain Beneficial Owners and Management."
Item 13.

Item 13. Certain Relationships and Related Transactions. ----------------------------------------------
The response to this item is incorporated herein by reference to the 1994 Proxy Statement at "Election of Directors -- Certain Transactions."
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ----------------------------------------------------------------
(a) Documents filed as a part of this Form 10-K. -------------------------------------------
1. FINANCIAL STATEMENTS. The Financial Statements listed in the Index to Financial Statements, Supplementary Data and Financial Statement Schedules are filed as part of this Annual Report on Form 10-K.
2. FINANCIAL STATEMENT SCHEDULES. The Financial Statement Schedules listed in the Index to Financial Statements, Supplementary Data and Financial Statement Schedules are filed as part of this Annual Report on Form 10-K.
3. EXHIBITS. The Exhibits listed in the Exhibit Index immediately preceding such Exhibits are filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K. -------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Charles M. Leighton ------------------------------------- Charles M. Leighton Chairman and Chief Executive Officer
Date: October 29, 1994 -------------------------------------
All other schedules are omitted because they are either not applicable or the required information is included in the financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT ----------------------------
To the Stockholders and Directors of CML Group, Inc.:
We have audited the accompanying consolidated balance sheets of CML Group, Inc. and its subsidiaries as of July 31, 1994 and 1993, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended July 31, 1994. Our audits also included the financial statement schedules listed in the Index at Item 14. These financial statements and financial statement schedules are the responsibility of the management of CML Group, Inc. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CML Group, Inc. and its subsidiaries at July 31, 1994 and 1993, and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Boston, Massachusetts September 29, 1994
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
CML Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation The consolidated financial statements include the accounts of CML Group, Inc. and its wholly-owned subsidiaries (the "Company"). All significant intercompany transactions and balances are eliminated.
Cash Equivalents The Company considers all highly liquid debt instruments with purchased maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of money market mutual funds.
Inventories Inventories are stated at the lower of cost or market with cost being determined by either the first-in, first-out or average cost methods.
Direct Marketing and Catalog Costs Costs of direct marketing and catalogs are amortized in proportion to the sales they generate over periods not exceeding three months and six months, respectively. Direct marketing and catalog costs are included in other current assets.
Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives which range from three to forty years or over the terms of the related leases, if such periods are shorter.
Goodwill Goodwill is amortized on a straight-line basis over various periods not exceeding forty years. On an annual basis, the Company reviews the carrying value of goodwill against projections of undiscounted cash flows to evaluate the propriety of its amortization period. Accumulated amortization was $7,113,000 and $6,022,000 at July 31, 1994 and 1993, respectively.
Income Taxes Prepaid income taxes reflect the tax effects of temporary differences between financial reporting and income tax reporting which result principally from the valuation of finished goods inventories, the treatment of accrued expenses deductible in future periods and depreciation methods.
Earnings Per Share Primary earnings per share are calculated using the weighted average number of common and common equivalent shares outstanding during the year. Fully diluted earnings per share assume that the convertible subordinated debentures were converted at the beginning of the year or the time of issuance, whichever is later, and net income was adjusted for the resultant reduction in interest costs, net of tax.
Accounting Change During fiscal 1992, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." The cumulative effect of this accounting change increased 1992's net income by $8,093,000 or $.16 per share. The effect on 1992's provision for income taxes was not significant.
New Accounting Standards The Company does not own any securities covered by SFAS No. 115. The Company has adopted Statement of Position No. 93-7.
Reclassifications Certain 1993 and 1992 amounts have been reclassified to conform to the 1994 presentation.
NOTE 2 - ACQUISITION
On February 25, 1993, the Company acquired certain assets and assumed certain liabilities of the gardening business of Smith & Hawken, Ltd. for a cash purchase price of $15,136,000. The acquisition has been accounted for as a purchase. The Company has recorded $9,512,000 of goodwill resulting from the acquisition which is being amortized over forty years. Pro forma results of operations for the year ended July 31, 1993 are not presented as the effect was not significant.
NOTE 3 - RESTRUCTURING CHARGES
The Company recorded a restructuring charge of $11,250,000 during the third quarter of 1992 relating to the elimination of major product lines and the consolidation of stores, offices and distribution facilities of the Company's Mason & Sullivan and Britches Great Outdoors for Women divisions. The restructuring charge included the writeoff of goodwill and fixed assets and reserves for lease termination and severance costs. During 1993, the Company completed a substantial part of the consolidation of the Britches Great Outdoors for Women division on terms which were more favorable than originally estimated and accordingly reversed $1,000,000 of the restructuring charge recorded in 1992.
In addition, during 1992, the Company determined that its investment in two unrelated specialty retailing companies had become permanently impaired due to continued poor operating performance and accordingly wrote-off the investments' remaining $1,971,000 net book value.
NOTE 4 - DISCONTINUED OPERATIONS
The 1992 provision for loss on disposal of discontinued operations, net of income tax benefit, consists of losses resulting from the sale of SyberVision and Carroll Reed and the writeoff of notes receivable arising from the sale of The Outdoorsman.
In 1992, the Company recorded a provision for loss on disposal of $5,401,000, before income tax benefit, in connection with the sale of SyberVision. Included in the total provision was a $1,713,000 writeoff associated with the restructuring of a note, the provision of $988,000 related to certain real estate and equipment leases guaranteed by the Company prior to the sale and $2,700,000 for legal and settlement costs relating to a lawsuit arising from events which occurred prior to the sale of SyberVision.
Due to changes in estimates of certain accrued expenses during 1992, the Company recorded a provision for loss on disposal of $753,000, before income tax benefit, as a result of the sale of Carroll Reed during fiscal 1991.
The provision for loss on disposal before income tax benefit in 1992 also included the writeoff of $900,000 of the notes receivable arising from the sale of The Outdoorsman in 1988.
The 1992 provision for loss on disposal of discontinued operations shown in the consolidated statement of income is net of an income tax benefit of $2,681,000.
NOTE 5 - INCOME TAXES
The valuation allowance at July 31, 1994 of $3,004,000 includes a net reduction during the current year of $715,000 due primarily to the realization of certain capital losses. The valuation allowance relates primarily to future deductible amounts of a capital nature and net operating loss carryforwards that may not be realized. Refundable taxes of $1,747,000 in the current year are due primarily to the carryback to prior years of capital losses. Net operating loss carryforwards begin expiring in 2000.
NOTE 6 - CONVERTIBLE SUBORDINATED DEBENTURES
On January 20, 1993, the Company issued $57,500,000 of 5 1/2% convertible subordinated debentures due January 15, 2003. Interest on the debentures is payable semi-annually in arrears on January 15 and July 15 of each year. The debentures are convertible into shares of the Company's common stock at a conversion price of $25.917 per share, subject to adjustment under certain circumstances. The debentures are redeemable at the option of the Company, in whole or in part, at redemption prices which decrease from 103 1/2% in 1995 to par in 1998 except that until January 15, 1996, the debentures cannot be redeemed unless the closing price of the Company's common stock shall have attained a certain specified level for a specified period of time. The estimated fair value of the convertible subordinated debentures as of July 31, 1994 was $41,400,000, based upon quoted market prices. All other financial instruments are carried at amounts that approximate fair value.
On July 8, 1987 the Company issued $38,500,000 of 7 1/2% convertible subordinated debentures due in the year 2012. During 1991, $809,000 principal amount of the debentures were converted into 155,328 shares of common stock at $5.2083 per share. During 1992, the remaining debentures were called for redemption and all were converted into 7,236,672 shares of common stock.
NOTE 7 - LONG-TERM DEBT
Revolving Credit Agreement The Company's revolving credit agreement, which expires September 30, 1996, provides for a revolving credit of $60,000,000 and a letter of credit facility of $10,000,000. The agreement allows the Company to issue letters of credit which aggregate more than $10,000,000 to the extent that advances under the revolving credit are less than $60,000,000. The Company is required to pay a commitment fee of three-tenths of one percent of the unused portion of the revolving credit. The total commitment which is secured by the shares and guarantees of the Company's subsidiaries includes provisions relating to certain operating and financial requirements and conditions and requires the balance outstanding be repaid for a period of ninety consecutive days each year. The agreement also provides for a reduction in the revolving credit commitment for net cash proceeds received from the sale of assets not in the ordinary course of business or the issuance of subordinated debt or equity securities.
Advances outstanding under the revolving credit line bear interest at the prime rate. At July 31, 1994, the prime rate was 7.25%.
The Company did not borrow under the revolving credit agreement during 1994.
Note Payable The note payable, which bears interest at 2%, is due in monthly installments of approximately $12,000 through May 1998 with a balloon payment of $800,000 due June 30, 1998.
NOTE 8 - STOCK OPTIONS, STOCK PURCHASE PLAN AND EMPLOYEE BENEFIT PLANS
Stock Option Plans At July 31, 1994, there were 1,107,168 and 2,663,650 shares reserved for issuance pursuant to the Company's 1982 and 1991 Stock Option Plans, respectively. The terms of both Plans generally provide for options to be granted at fair market value as of the date of grant for a term of no longer than ten years. The options generally become exercisable over the first five years. At July 31, 1994, options to purchase 850,116 shares and 240,805 shares were exercisable under the 1982 and 1991 Plans, respectively.
The average exercise price of options outstanding under the 1982 Stock Option Plan at July 31, 1994, 1993 and 1992 was $3.88, $3.87 and $3.53, respectively. The average exercise price of options outstanding under the 1991 Stock Option Plan at July 31, 1994, 1993 and 1992 was $16.03, $18.10 and $13.75, respectively.
During 1993, the Company reserved 90,000 shares for issuance pursuant to the 1993 Director Option Plan which provides for options to be granted to non-employee directors at fair market value as of the date of grant for a term of ten years. The options vest in three equal annual installments beginning on the first anniversary of the date of grant. A total of 54,000 options had been granted to non-employee directors and were outstanding at July 31, 1994 at an average exercise price of $20.66 per option. At July 31, 1994 options to purchase 15,000 shares were exercisable.
Employee Stock Purchase Plans The Company's 1993 Employee Stock Purchase Plan authorizes the issuance of 900,000 shares in three annual offerings of 300,000 shares. The first offering which ended June 14, 1994, resulted in the issuance of 51,972 shares to 595 employees at a price of $11.90 per share. Under the second offering which ends June 14, 1995, 1,391 employees have elected to receive 239,768 shares.
The Company's 1990 Employee Stock Purchase Plan authorized the issuance of 1,350,000 shares of common stock in three annual offerings of 450,000 shares. The second offering, which ended on June 14, 1992, resulted in the issuance of 132,645 shares to 426 employees at a price of $6.42 per share. The third offering, which ended on June 14, 1993, resulted in the issuance of 107,793 shares to 665 employees at a price of $13.25 per share.
Employee Benefit Plans The Company maintains defined contribution benefit plans covering substantially all of its employees. The Company makes annual contributions to the plans based on a percentage of employee compensation or at the
discretion of the Board of Directors as provided by the terms of each plan. Contributions by the Company to the various plans charged to operations in 1994, 1993 and 1992 were $2,735,000, $1,804,000 and $762,000, respectively.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Leases The Company leases certain manufacturing and distribution facilities, retail space and vehicles and equipment under agreements expiring over the next 16 years. Most of the leases for retail space provide for renewal options, contain normal escalation clauses and require the Company to pay real estate taxes and other expenses.
The total minimum payments required under operating leases do not include contingent rentals which may be paid under certain store leases on the basis of a percentage of sales in excess of stipulated amounts. The total amount of rentals charged to operations in 1994, 1993 and 1992 was $39,944,000, $28,657,000 and $26,653,000, respectively. Contingent rentals were approximately $4,414,000 in 1994, $2,499,000 in 1993 and $1,749,000 in 1992. Included in other noncurrent liabilities at July 31, 1994 and 1993 are store construction allowances of $13,831,000 and $11,626,000, respectively, and deferred rent liabilities of $6,760,000 and $5,622,000, respectively.
Litigation
In October 1992, The Nature Company filed a lawsuit against Natural Wonders, Inc. in federal court which seeks both damages and injunctive relief to remedy alleged false representations, intellectual property infringement and unfair competition by Natural Wonders. In November 1992, Natural Wonders responded by filing counterclaims against The Nature Company alleging unfair competition, interference with Natural Wonders' contractual relations and prospective business advantage in violation of state and federal antitrust laws.
The lawsuit with Natural Wonders is still in the discovery stage and, while the Company believes that it will prevail, no assurance can be given of a favorable outcome. The Company believes that an unfavorable outcome would not have a material adverse effect on the Company's financial condition but could adversely affect the operating results for the period or periods in which such outcome occurs.
In May 1993, Soloflex, Inc. commenced a civil suit against NordicTrack in federal court alleging false advertising, intellectual property infringement, trademark dilution and other common law causes of action, all allegedly arising out of NordicTrack's advertising. On September 28, 1994, NordicTrack settled the lawsuit with Soloflex and
recorded a charge of $4,000,000 against its 1994 results to cover its share of the legal costs associated with this suit.
The Company is involved in various other legal proceedings and claims which have arisen in the ordinary course of business. Management believes the outcome of such proceedings will not have a material adverse impact on the Company's financial condition or results of operations.
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 $7.3 million. The Superfund site includes a vacant parcel of land owned by a subsidiary of the Company as well as adjoining property owned by others. 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 has expended approximately $1.4 million for the removal phase of the site cleanup, which has now been completed. The EPA had estimated that the removal costs would exceed $3.0 million, 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 recently begun to implement the groundwater phase of the cleanup, which the EPA originally estimated would cost approximately $4.0 million.
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 $2.3 million. 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, but would not 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. The EPA has not completed its Remedial Investigation/Feasibility Study and, therefore, an estimate of clean-up costs is not available.
Letters of Credit At July 31, 1994, the Company was contingently liable for outstanding letters of credit in the amount of $17,740,000.
NOTE 10 - INDUSTRY SEGMENTS
During 1992, the Company restructured its Britches for Women and Mason & Sullivan divisions. As a result, the Company operates in three industry segments: (i) Britches for Men sells high quality men's apparel; (ii) The Nature Company segment, which includes Smith & Hawken, sells nature, gardening, music and science related items; and (iii) NordicTrack sells physical fitness exercise products. Sales between segments are not significant.The following table summarizes the Company's operations by industry segment.
NOTE 11 - PREFERRED STOCK RIGHTS AND PREFERENCE STOCK
Preferred Stock Rights On June 22, 1988, the Company's Board of Directors declared a dividend of one sixth of a preferred stock purchase right for each share of common stock outstanding at the close of business on July 22, 1988. Under certain circumstances, a right may be exercised to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company at an exercise price of $92.00. The rights become exercisable only if an entity has acquired 20% or more of the Company's common stock, or announces an offer which would result in such entity acquiring 30% or more of the Company's common stock. After the rights become exercisable, if the Company is a party to certain merger or business combination transactions or transfers 50% or more of its assets or earnings power, or if the acquirer engages in certain self-dealing transactions, each right not owned by a 20% or more stockholder enables its holder to purchase for $92.00 that number of shares of common stock of the
acquiring or surviving entity (or of the Company in certain instances) which equals the exercise price of the right divided by one-half of the current market price of the common stock of the acquiring or surviving entity (or of the Company), as applicable, at the date of the occurrence of the event. The rights expire July 22, 1998 and may be redeemed by the Company at $.02 per right in certain circumstances.
Preference Stock The Company has 2,000,000 shares, $.10 par value, of preference stock authorized, none of which was issued and outstanding at July 31, 1994.
NOTE 12 - RELATED PARTY TRANSACTIONS
In conjunction with the acquisition of two subsidiaries, the Company leases certain retail, distribution and manufacturing facilities from the former owners of these subsidiaries. Rent paid to the former owners of these subsidiaries during 1994, 1993 and 1992 was $2,006,000, $2,267,000 and $2,239,000, respectively. Minimum annual rentals average approximately $1,752,000 in 1995 and 1996 and $180,000 annually thereafter through 2003.