Item 2. Properties
The Warrensburg plant and 67,000 square feet of the Sedalia plant are occupied under long-term leases which give the Company the option to purchase the relevant property at a nominal cost. The general offices are occupied under a lease through 2005. The Mississauga facility is leased through July 2002.
* These facilities are scheduled to be closed during fiscal 1999 and the Company plans to sell the properties.
Item 3.
Item 3. Legal Proceedings.
The Company is party to various product liability lawsuits relating to its products and incidental to its business. The Company believes that many of the personal injury and damage claims brought against it arise from the misuse or misapplication of the Company's products and rarely involve manufacturing defects. In such cases, the Company vigorously defends against such actions. Historically, product liability awards have rarely exceeded the Company's individual per occurrence self-insured retention. There can be no assurance, however, that the Company's future product liability experience will be consistent with its past experience. The Company believes that the ultimate conclusion of the various pending claims and lawsuits of the Company will not have a material adverse affect on the consolidated financial statements of the Company.
Item 4.
Item 4. Submission of Matters to be a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for the registrant's common equity and related stockholder matters.
Incorporated herein by reference from the information provided under the caption "Common Stock Price Range" in the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1998, page 36.
Item 6.
Item 6. Selected financial data.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1998, page 14.
Item 7.
Item 7. Management's discussion and analysis of financial condition and results of operations.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1998, pages 15-21.
Item 7A.
Item 7A. Quantitative and qualitative disclosure about market risk.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1998, Note 1, pages 26 and 27.
Item 8.
Item 8. Financial statements and supplementary data.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1998, pages 22-35.
Item 9.
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.
None.
PART III
Item 10.
Item 10. Directors and executive officers of the registrant.
Item 11.
Item 11. Executive compensation.
Item 12.
Item 12. Security ownership of certain beneficial owners and management.
Item 13.
Item 13. Certain relationships and related transactions.
Information incorporated into Items 10, 11, 12 and 13 above by reference from the information included under the captions entitled "Nominees for Election," "Executive Officers," "Executive Compensation," and "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A with respect to its 1998 Annual Meeting of Stockholders.
PART IV
Item 14.
Item 14. Exhibits, financial statement schedules and reports on Form 8-K.
a) The financial statements and schedules listed in the accompanying index to consolidated financial statements and financial statement schedules on page 10 are filed as part of this report.
b) The exhibits listed in the accompanying index to exhibits are filed as part of this report.
THE RIVAL COMPANY AND SUBSIDIARIES
Index to Consolidated Financial Statements
and Financial Statement Schedules
INDEX
Page Reference -------------- Annual Report to Form 10-K Stockholders --------- ------------
Independent Auditors' Report 35
Financial Statements:
Consolidated Balance Sheets--June 30,1998 and 1997 22
Consolidated Statements of Earnings-- Years Ended June 30, 1998, 1997, and 1996 23
Consolidated Statements of Stockholders' Equity--Years Ended June 30, 1998, 1997, and 1996 24
Consolidated Statements of Comprehensive Income - Years Ended June 30, 1998, 1997, and 1996 24
Consolidated Statements of Cash Flows-- Years Ended June 30, 1998, 1997 and 1996 25
Notes to Consolidated Financial Statements 26-34
Financial Statement Schedule:
Independent Auditors' Report on Financial Statement Schedule and Consent 11
Schedule II - Valuation and Qualifying Accounts 12
SCHEDULE II
THE RIVAL COMPANY AND SUBSIDIARIES -------------
VALUATION AND QUALIFYING ACCOUNTS (amounts in thousands)
Additions Additions Beginning Charged to from Deductions Ending Balance Expense Acquisitions (A) Balance ------- ------- ------------ --- -------
Allowance for collection loss and discounts:
Year ended 6-30-98 $2,558 $915 $--- $1,515 $1,958
Year ended 6-30-97 $2,785 $986 $--- $1,213 $2,558
Year ended 6-30-96 $1,909 $463 $547 $ 134 $2,785
(A): Write-off of accounts and changes in discount allowances.
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.
THE RIVAL COMPANY By /s/Thomas K. Manning -------------------- Chief Executive Officer September 4, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.
Signature Title Date - --------- ----- -----
/s/Thomas K. Manning Chairman of the Board of September 4, 1998 ----------------- Directors, Chief Executive Thomas K. Manning Officer (Principal Executive Officer)
/s/William L. Yager President, Chief Operating September 4, 1998 ---------------- Officer and Director William L. Yager
/s/Mark Meierhoffer Senior Vice President, September 4, 1998 ---------------- Chief Financial Officer Mark Meierhoffer (Principal Accounting and Financial Officer)
/s/Darrel M. Sanders Senior Vice President September 4, 1998 ----------------- Operations and Director Darrel M. Sanders
/s/Jack J. Culberg Director September 4, 1998 --------------- Jack J. Culberg
/s/Todd Goodwin Director September 4, 1998 ------------ Todd Goodwin
/s/John E. Grimm, III Director September 4, 1998 ------------------ John E. Grimm, III
/s/Lanny R. Julian Director September 4, 1998 --------------- Lanny R. Julian
/s/Noel Thomas Patton Director September 4, 1998 ------------------ Noel Thomas Patton
/s/Beatrice B. Smith Director September 4, 1998 ----------------- Beatrice B. Smith
INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page
2 (a) Agreement of Sale, dated September 11, 1992 between the Rival Company and the Marley Company, relative to the acquisition by the Company of specified assets of Simer Pump (incorporated by reference to Exhibit 2 to Registrant's Form 8-K dated as of September 15, 1992). (b) Purchase Agreement by and between The Rival Company and Pollenex Corporation dated April 30, 1993 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 30, 1993). (c) Purchase Agreement by and among Rival Acquisition Company, The Rival Company and Patton Electric Company, Inc., Giant Lion Trading, Ltd. and Noel Thomas Patton and Eve M. Patton dated April 21, 1995 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 21, 1995). (d) Stock Purchase Agreement between H.S. Investments, Inc. as seller, and The Rival Company, as buyer as of December 29, 1995 (incorporated by reference to Exhibit 2 to Form 8-K dated as of January 2, 1996). (e) Offer to purchase all of the Common Shares of Bionaire Inc. (Offering Circular) dated March 5, 1995 (incorporated by reference to Exhibit 1 to Form 8-K dated as of April 2, 1996). 3 (a) Restated Certificate of Incorporation of The Rival Company, a Delaware corporation (the "Company") (incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K for the year ended June 30, 1992). (b) Bylaws of the Company (incorporated by reference to Exhibit 3(b) to Registrant's Form 10-Q for the quarter ended March 31, 1997). 4 (a) Form of Certificate representing shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement on Form S-1, Registration Number 33-46794 dated June 2, 1992 ("Registrant's S-1")). (b) Form of Certificate of Ownership and Merger of The Rival Company into Rival Manufacturing Company (incorporated by reference to Registrant's S-1). 10 (a) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of July 23, 1993 between the Company and the Purchasers listed therein (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (b) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of April 15, 1996 between the Company and The Purchasers listed therein (incorporated by reference to Registrant's Form 10-Q for the quarter ended March 31, 1996). (c) Credit Agreement for a $75,000,000 Revolving Credit Facility dated as of April 15, 1996 between the Company, the banks listed therein and, NationsBank of Texas, N.A. as agent (incorporated by reference to Registrant's Form 10-Q for the quarter ending March 31, 1996). (d) ** The Company's 1986 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10(a) to Registrant's S-1). (e) ** The Company's 1994 Stock Option Plan (incorporated by reference to Exhibit A to Registrant's Proxy Statement, dated September 23, 1994 for its 1994 Annual Meeting of Shareholders). (f) ** Rival Secular Trust Agreement (incorporated by reference to Exhibit 10(e) to Registrant's S-1).
(g) ** Employment Agreements, dated as of February 1, 1989 between the Company and Thomas K. Manning, Darrel Sanders and William L. Yager (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (h) * Description of The Rival Company, Management Incentive Compensation Plan. (i) ** Employment Agreement dated as of December 1, 1996 between the Company and W. Mark Meierhoffer (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1997). 11 * Statement regarding computation of earnings per share of the Company. 13 * Annual Report to Stockholders for fiscal year ended June 30, 1998 (except for those pages which are specifically incorporated herein by reference, the Company's Annual Report is not to be deemed filed as part of this report.) 21 * List of subsidiaries of the Company. 23 * Independent auditors' consent
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* Filed herewith
** Management contract or compensation plan arrangement required to be filed as an exhibit pursuant to Item14(c) of Form 10-K.
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The above exhibits may be obtained by Shareholders upon written request to the Office of the Secretary, 800 E. 101st Terrace, Kansas City, Missouri 64131.