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Wki Holding Co Inc – ‘10-Q’ for 4/1/01

On: Wednesday, 5/16/01, at 5:07pm ET · For: 4/1/01 · Accession #: 912057-1-516541 · File #: 333-57099

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/16/01  Wki Holding Co Inc                10-Q        4/01/01    2:61K                                    Merrill Corp/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      20    103K 
 2: EX-10.1     Material Contract                                      3     13K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Other
1	1st Page - Filing Submission
2	Item 1 -- . Financial Statements
11	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13	Other
19	Item 3 -- . Legal Proceedings
"	Item 14 -- . Exhibits and Reports on Form 8-K

10-Q 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

------------------------

FORM 10-Q 

                                                                [Download Table]
                                                             
/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934                        

FOR THE QUARTERLY PERIOD ENDED APRIL 1, 2001

                                                                [Download Table]
                                                              
/ /   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 333-57099

------------------------

WKI HOLDING COMPANY, INC. 

(Registrant)

                                                                [Download Table]
                                                                      
            DELAWARE                           16-1403318             
    (State of incorporation)      (I.R.S. Employer Identification No.)

ONE PYREX PLACE, ELMIRA NEW YORK                  14902               
 (Address of principal executive               (Zip Code)             
            offices)                                                  

Registrant's telephone number, including area code: 607-377-8000

------------------------

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 and (2) has been subject to the filing      
requirements for at least the past 90 days. Yes /X/  No / /                     

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:                                

67,825,599 shares of WKI Holding Company, Inc.'s, $0.01 Par Value, were 
outstanding as of May 16, 2001.                                                 

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ITEM 1--FINANCIAL STATEMENTS                                                    

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 
WKI HOLDING COMPANY, INC. 
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                              FOR THE 91     FOR THE 93  
                                                              DAYS ENDED     DAYS ENDED  
                                                             APRIL 1, 2001  APRIL 2, 2000
                                                             -------------  -------------
                                                                                         
Net sales...................................................  $   170,797    $   187,857 

Cost of sales...............................................      122,234        127,305 
Selling, general and administrative expenses................       49,272         52,437 
Restructuring and rationalization expenses..................       22,131             -- 
Integration related expenses................................           --          4,624 
Other expense...............................................        2,762          2,839 
                                                              -----------    ----------- 

Operating (loss) income.....................................      (25,602)           652 
Interest expense............................................       18,600         16,878 
                                                              -----------    ----------- 

Loss before taxes on income.................................      (44,202)       (16,226)
Income tax expense (benefit)................................          689         (6,049)
                                                              -----------    ----------- 

Loss before minority interest...............................      (44,891)       (10,177)
Minority interest in income of subsidiary...................          (38)           (43)
                                                              -----------    ----------- 

Net loss....................................................      (44,929)       (10,220)
                                                              -----------    ----------- 

Preferred stock dividends...................................       (3,657)        (3,168)
                                                              -----------    ----------- 

NET LOSS APPLICABLE TO COMMON STOCK.........................  $   (48,586)   $   (13,388)
                                                              ===========    =========== 
BASIC AND DILUTED LOSS PER COMMON SHARE.....................  $     (0.72)   $     (0.20)
                                                              ===========    =========== 
Weighted average number of common shares outstanding during                              
  the period................................................   67,217,599     66,857,143 

The accompanying notes are an integral part of these statements.

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CONSOLIDATED BALANCE SHEETS 

WKI HOLDING COMPANY, INC. 

(IN THOUSANDS)

ASSETS

                                                        [Enlarge/Download Table]

                                                               APRIL 1,                  
                                                                 2001       DECEMBER 31, 
                                                              (UNAUDITED)       2000     
                                                              -----------  --------------
                                                                                         
CURRENT ASSETS                                                                           
  Cash and cash equivalents.................................   $   5,358     $   7,913   
  Accounts receivable, (net of allowances of $24,661 in 2001                             
    and $25,567 in 2000)....................................     123,529       146,040   
  Inventories:                                                                           
    Finished and in-process goods...........................     196,232       188,011   
    Raw materials and supplies..............................      20,337        18,571   
  Other current assets......................................      17,349        17,017   
                                                               ---------     ---------   
    Total current assets....................................     362,805       377,552   
                                                               ---------     ---------   
OTHER ASSETS                                                                             
  Other assets (net of accumulated amortization of $26,156                               
    in 2001 and $23,399 in 2000)............................      58,686        55,706   
                                                               ---------     ---------   
                                                                  58,686        55,706   
                                                               ---------     ---------   
PROPERTY AND EQUIPMENT                                                                   
  Land......................................................       4,069         4,076   
  Buildings.................................................      89,700        89,789   
  Machinery and equipment...................................     289,427       305,576   
                                                               ---------     ---------   
                                                                 383,196       399,441   
  Less accumulated depreciation.............................    (263,141)     (257,985)  
                                                               ---------     ---------   
                                                                 120,055       141,456   
                                                               ---------     ---------   
INTANGIBLES                                                                              
  Trademarks and patents (net of accumulated amortization of                             
    $11,367 in 2001 and $9,852 in 2000).....................     147,193       148,708   
  Goodwill (net of accumulated amortization of $15,749 in                                
    2001 and $14,373 in 2000)...............................     204,422       205,798   
                                                               ---------     ---------   
                                                                 351,615       354,506   
                                                               ---------     ---------   
      TOTAL ASSETS..........................................   $ 893,161     $ 929,220   
                                                               =========     =========   

The accompanying notes are an integral part of these statements.

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CONSOLIDATED BALANCE SHEETS 

WKI HOLDING COMPANY, INC. 

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

LIABILITIES AND STOCKHOLDERS' DEFICIT 

                                                        [Enlarge/Download Table]

                                                               APRIL 1,                
                                                                 2001      DECEMBER 31,
                                                              (UNAUDITED)      2000    
                                                              -----------  ------------
                                                                                       
CURRENT LIABILITIES                                                                    

  Accounts payable..........................................   $  50,040     $  62,418 

  Note payable to Borden....................................      21,700         6,100 

  Debt payable within one year..............................       3,503         3,635 

  Reserve for restructuring and rationalization.............       3,900            -- 

  Other current liabilities.................................     102,650       104,085 
                                                               ---------     --------- 

                                                                 181,793       176,238 
                                                               ---------     --------- 

OTHER LIABILITIES                                                                      

  Long-term debt............................................     766,308       766,528 

  Non-pension post-employment benefit obligations...........      43,786        42,545 

  Other long-term liabilities...............................      21,531        17,041 
                                                               ---------     --------- 

                                                                 831,625       826,114 
                                                               ---------     --------- 

MINORITY INTEREST IN SUBSIDIARY.............................       1,257         1,219 

STOCKHOLDERS' DEFICIT                                                                  

Preferred Stock--5,000,000 shares authorized; 3,200,000                                
  shares issued.............................................      92,773        91,527 

Common Stock--$0.01 par value, 80,000,000 shares authorized;                           
  67,825,599 and 66,857,143 shares issued and outstanding in                           
  2001 and 2000, respectively...............................         678           674 

Treasury Stock (656,429 and 280,000 shares held in treasury                            
  in 2001and 2000, respectively)............................      (1,855)         (940)

Contributed capital.........................................     606,607       604,911 

Accumulated deficit.........................................    (816,170)     (767,584)

Accumulated other comprehensive income......................      (3,547)       (2,939)
                                                               ---------     --------- 

    Total stockholders' deficit.............................    (121,514)      (74,351)
                                                               ---------     --------- 

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT.............   $ 893,161     $ 929,220 
                                                               =========     ========= 

The accompanying notes are an integral part of these statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 

WKI HOLDING COMPANY, INC. 

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                              FOR THE 91     FOR THE 93  
                                                              DAYS ENDED     DAYS ENDED  
                                                             APRIL 1, 2001  APRIL 2, 2000
                                                             -------------  -------------
                                                                                         
CASH FLOWS USED IN OPERATING ACTIVITIES:                                                 
  Net loss..................................................   $(44,929)      $(10,220)  
  Adjustments to reconcile net loss to net cash used in                                  
    operating activities:                                                                
    Depreciation and amortization...........................     12,622         11,808   
    Amortization of deferred financing fees.................        541            541   
    Minority interest in income of subsidiary...............         38             43   
    Deferred tax provision..................................         --         (7,494)  
    Provision for restructuring and rationalization costs,                               
      net of cash paid......................................     22,100             --   
    Provision for post-retirement benefits, net of cash                                  
      paid..................................................      2,484             --   
  Changes in operating assets and liabilities:                                           
    Accounts receivable.....................................     22,511         30,982   
    Inventories.............................................    (10,187)       (10,632)  
    Prepaid expenses and other current assets...............       (332)        (2,253)  
    Accounts payable and accrued expenses...................    (13,803)       (32,089)  
    Other assets/liabilities................................     (3,566)         4,342   
                                                               --------       --------   
      NET CASH USED IN OPERATING ACTIVITIES.................    (12,521)       (14,972)  
                                                               --------       --------   
CASH FLOWS USED IN INVESTING ACTIVITIES:                                                 
  Additions to property and equipment and other assets......     (6,067)       (11,602)  
                                                               --------       --------   
      NET CASH USED IN INVESTING ACTIVITIES.................     (6,067)       (11,602)  
                                                               --------       --------   
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                             
  Borrowings on Borden revolving credit facility, net.......     15,600             --   
  Borrowing on revolving credit facility....................         --         28,400   
  Repayment of long-term debt, other than revolving credit                               
    facility................................................       (352)        (2,261)  
  Issuance of common stock..................................      1,700             --   
  Treasury stock purchases..................................       (915)          (630)  
                                                               --------       --------   
NET CASH PROVIDED BY FINANCING ACTIVITIES...................     16,033         25,509   
                                                               --------       --------   
Net change in cash and cash equivalents.....................     (2,555)        (1,065)  
Cash and cash equivalents at beginning of year..............      7,913          8,368   
                                                               --------       --------   
CASH AND CASH EQUIVALENTS AT END OF YEAR....................   $  5,358       $  7,303   
                                                               ========       ========   
SUPPLEMENTAL DATA:                                                                       
Cash paid during the year for:                                                           
  Income taxes, net.........................................   $  1,431       $    753   
  Interest..................................................     14,311         11,916   
Non-cash activity:                                                                       
  Preferred stock dividends.................................   $  3,657       $  3,168   

The accompanying notes are an integral part of these statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN 
STOCKHOLDERS' DEFICIT (UNAUDITED) 

WKI HOLDING COMPANY, INC. 

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                                          ACCUMULATED               
                                                                                             OTHER         TOTAL    
                                PREFERRED   COMMON   TREASURY  CONTRIBUTED  ACCUMULATED  COMPREHENSIVE  STOCKHOLDERS
                                  STOCK     STOCK     STOCK      CAPITAL      DEFICIT       INCOME        DEFICIT   
                                ---------  --------  --------  -----------  -----------  -------------  ------------
                                                                                                                    
Balance, December 31, 2000....   $91,527     $674    $  (940)   $604,911     $(767,584)     $(2,939)      $ (74,351)
Net loss......................                                                 (44,929)                     (44,929)
Foreign currency translation                                                                                        
  adjustment..................                                                                  (97)            (97)
Cumulative effect of change in                                                                                      
  accounting for derivative                                                                                         
  financial instruments.......                                                                 (189)           (189)
Derivative fair value                                                                                               
  adjustment..................                                                                 (322)           (322)
                                                                                                          --------- 
Total comprehensive income....                                                                              (45,537)
                                                                                                          --------- 
Issuance of common stock......                  4                  1,496                                      1,500 
Collection of receivable for                                                                                        
  stock sold..................                                       200                                        200 
Repurchase of common stock....                          (915)                                                  (915)
Preferred stock dividends.....     1,246                                        (3,657)                      (2,411)
                                 -------     ----    -------    --------     ---------      -------       --------- 
Balance, April 1, 2001........   $92,773     $678    $(1,855)   $606,607     $(816,170)     $(3,547)      $(121,514)
                                 =======     ====    =======    ========     =========      =======       ========= 

The accompanying notes are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WKI HOLDING COMPANY, INC. 

(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION                              

    WKI Holding Company, Inc. (the Company or WKI) is a leading manufacturer and
marketer of housewares, including bakeware, dinnerware, rangetop cookware,      
kitchen and household products, cutlery and precision cutting tools. The Company
believes that its brands, including Corningware-Registered Trademark-,          
Pyrex-Registered Trademark-, Corelle-Registered Trademark-, Revere              
Ware-Registered Trademark-, Visions-Registered Trademark-,                      
EKCO-Registered Trademark-, Via-Registered Trademark-, Baker's                  
Secret-Registered Trademark-, Chicago Cutlery-Registered Trademark-,            
OLO-Registered Trademark-, OXO-Registered Trademark-, Grilla                    
Gear-Registered Trademark-, Farberware-Registered Trademark-, and               
Cuisinart-Registered Trademark-, constitute one of the broadest and best        
recognized collection of brands in the housewares industry.                     

 Pursuant to Regulation 15(d) of the Securities Act of 1934, WKI is filing
herein its quarterly report on Form 10-Q, which includes the first fiscal       
quarter of the year ended December 31, 2001. The consolidated financial         
statements reflect all adjustments, which, in the opinion of management, are    
necessary for a fair statement of the results of operations and financial       
position for the interim periods presented. All such adjustments are of a normal
recurring nature. The consolidated financial statements have been compiled      
without audit and are subject to such year-end adjustments as may be considered 
appropriate by the registrant and should be read in conjunction with the        
Company's Form 10-K for the year ended December 31, 2000 which has been filed   
with the Securities and Exchange Commission.                                    

Certain 2000 amounts have been reclassified to conform with 2001        
presentation.                                                                   

(2) RECENT ACCOUNTING PRONOUNCEMENTS                                            

   In April 2001, the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 00-25, "Accounting for Consideration from a Vendor to a Retailer in   
connection with the Purchase or Promotion of the Vendor's Products." This issue 
requires that consideration paid from a vendor to a purchaser be classified as a
reduction of revenue in the vendor's income statement unless it can be          
determined that an identifiable benefit will be received by the vendor and the  
fair value of the benefit exceeds the consideration provided to the purchaser.  
In that case, the consideration should be characterized as a cost. This EITF is 
effective for quarters beginning after December 15, 2001. The Company is in the 
process of determining the impact of this consensus but does not expect reported
financial results will be significantly impacted.                               

(3) RESTRUCTURING AND RATIONALIZATION                                           

On March 28, 2001, the Company's Board of Directors approved a plan to  
restructure and rationalize several aspects of the Company's manufacturing and  
distribution operations, a measure which will result in charges of approximately
$35 million in the first six months of 2001. The Company expects these          
restructuring programs to require approximately $12 million in cash, net of     
anticipated proceeds, over the life of the plan. The program includes three     
major components:                                                               

(1) Exit from the Martinsburg, West Virginia facility by the end of the 
    first quarter of 2002, where the Corningware-Registered Trademark- and
Visions-Registered Trademark- product lines are manufactured.     

 (2) Consolidation of distribution operations at Waynesboro, Virginia into
the Company's existing distribution centers at Monee, Illinois and
   Greencastle, Pennsylvania. Waynesboro is expected to cease operations
during the first quarter of 2002.                                 

   (3) Significant restructuring of metal bakeware manufacturing at Massillon,
Ohio to reduce costs.                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

WKI HOLDING COMPANY, INC. 

(3) RESTRUCTURING AND RATIONALIZATION (CONTINUED)                               

In the first quarter of 2001, the Company recorded $22.1 million for    
restructuring and rationalization. Details of these charges are as follows:     

                                                        [Enlarge/Download Table]

                                                                       APPLIED TO                            
                                                                         OTHER                RESTRUCTURING  
                                                                        BALANCE                    AND       
                            RESTRUCTURING  RATIONALIZATION  PROGRAM      SHEET       CASH    RATIONALIZATION 
                               CHARGE          CHARGE        CHARGE     ACCOUNTS   CHARGES   AT APRIL 1, 2001
                            -------------  ---------------  --------   ----------  --------  ----------------
                                                             (IN THOUSANDS)                                  
                                                                                                             
Disposal of assets.........    $15,200          $3,000      $18,200      $15,200     $ --           $3,000   
Employee termination.......      3,000              --        3,000        3,000       --               --   
Other exit costs...........        931              --          931           --       31              900   
                               -------          ------      -------      -------     ----           ------   
                               $19,131          $3,000      $22,131      $18,200     $ 31           $3,900   
                               =======          ======      =======      =======     ====           ======   

   The tangible assets of the Martinsburg, Waynesboro and Massillon facilities
have been written down to fair value. Asset disposals also include a            
rationalization charge of $3.0 million for potential environmental costs at the 
Martinsburg facility associated with the decision to close the facility and its 
preparation for sale. Management judgment is involved in estimating the tangible
assets' fair value; accordingly, actual results could vary significantly from   
such estimates. As part of the restructuring initiative several employees will  
be released from employment. The Company is in the process of compiling employee
listings and their associated severance and termination benefits. The           
termination results in a pension and post retirement benefit charge of          
$3.0 million. Severance and other benefits will be recorded once the affected   
employees are notified of their status. This charge is expected to approximate  
$7.0 million and will be recorded in the second quarter of 2001. The Company    
expects additional other exit costs of approximately $6.0 million over the      
remaining life of the restructuring plan. The costs are directly related to     
exiting or rationalizing the Martinsburg, Massillon and Waynesboro facilities.  

   On April 12, 2001, the Company's Board of Directors approved the closure of
its cutlery facility in Wauconda, Illinois as an additional step in the         
Company's restructuring plan. The Company expects to cease manufacturing at the 
facility by the end of 2001. This decision will result in an additional charge  
of approximately $5.0 million, which will be recorded in the second quarter of  
2001. Management is continuing to evaluate the necessity of additional          
restructuring measures.                                                         

(4)SUPPLEMENTAL BALANCE SHEET DATA                                              

                                                        [Enlarge/Download Table]

                                                             APRIL 1, 2001   DECEMBER 31, 2000
                                                             -------------   -----------------
                                                                      (IN THOUSANDS)          
                                                                                              
Other current liabilities                                                                     
  Wages and employee benefits...............................   $ 25,728          $ 30,254     
  Accrued advertising and promotion.........................     28,728            28,277     
  Accrued interest..........................................     15,389            11,601     
  Other accrued expenses....................................     32,805            33,953     
                                                               --------          --------     
                                                               $102,650          $104,085     
                                                               ========          ========     

(5) BORROWINGS                                                                  

  On April 12, 2001, the Company entered into an amended and restated credit
agreement, which amended and restated the senior credit agreement dated         
April 9, 1998 (1998 Credit Agreement), and under which the $295.0 million of    
term loans remain outstanding and the $275.0 million revolving                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

WKI HOLDING COMPANY, INC. 

credit facility remains in effect. The Amended and Restated Credit Agreement    
also provides for the following significant changes from the 1998 Credit        
Agreement: a first priority lien on substantially all of the Company's assets   
and its subsidiaries' assets; a pledge of 100% of the stock of all of the       
Company's domestic subsidiaries and 65% of the stock of certain foreign         
subsidiaries; an additional secured revolving credit facility of $25.0 million, 
maturing on March 31, 2004; amended financial covenants; an additional financial
covenant; increased pricing on the credit facilities; and changes in the        
restrictions affecting indebtedness, investments, acquisitions, dispositions and
prepayment of subordinated indebtedness.                                        

The Company's amended and restated credit agreement contains numerous   
financial and operating covenants that limit the discretion of the Company's    
management with respect to certain business matters. These covenants place      
significant restrictions on, among other things, the ability of the Company to  
incur additional indebtedness, pay dividends and other distributions, prepay    
subordinated indebtedness, enter into sale and leaseback transactions, create   
liens or other encumbrances, make capital expenditures, make certain investments
or acquisitions, engage in certain transactions with affiliates, sell or        
otherwise dispose of assets and merge or consolidate with other entities and    
otherwise restrict corporate activities. In addition, the credit facilities also
require the Company to meet certain financial ratios and tests, including a     
minimum EBITDA, a ratio of debt to EBITDA and a ratio of EBITDA to cash interest
expense (where EBITDA represents adjusted cash flow as described more fully in  
the credit facilities). The amended and restated credit agreement contains      
customary events of default.                                                    

   During the third quarter of 2000, the Company negotiated with Borden, Inc.,
an affiliate of the Company's parent to provide a $40.0 million temporary credit
facility to assist in meeting working capital requirements, capital             
expenditures, interest payments and scheduled principal payments. The original  
maturity date of the Borden agreement was December 31, 2000. Borden has extended
its line of credit to the Company of up to $40.0 million of revolving           
commitments until the date that is 91 days after the perfection of the          
collateral under the Amended and Restated Credit Agreement, after which Borden  
will provide to the Company a $25.0 million revolving credit facility, maturing 
on March 31, 2004. This credit facility will have substantially the same terms  
as the Borden credit facility dated as of August 25, 2000, and, in addition,    
will be secured by a security interest on the Company's assets that is second in
priority behind the security interests securing the Amended and Restated Credit 
Agreement. At May 14, 2001, $9.5 million was available under this agreement.    

(6) RELATED PARTY TRANSACTIONS                                                  

The following transactions with related parties are included in the     
consolidated statements of operations for the quarters ended April 1, 2001 and  
April 2, 2000.                                                                  

                                                                [Download Table]

                                                       FOR THE         FOR THE   
                                                    91 DAYS ENDED   93 DAYS ENDED
                                                    APRIL 1, 2001   APRIL 2, 2000
                                                    -------------   -------------
                                                           (IN THOUSANDS)        
                                                                                 
Management fees and services to Borden.............      856            1,403    
Interest expense to Borden.........................      391               --    

The Company incurs management fees and expenses for services provided by
Borden.                                                                         

See Note 5 regarding the Company's line of credit with Borden.          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

WKI HOLDING COMPANY, INC. 

In the first quarter of 2001, the Company had accrued $3.7 million in   
preferred stock dividends which are payable to Borden and the Company's parent  
in the amounts of $2.4 million and $1.3 million, respectively. Dividends payable
to Borden are recorded in other long-term liabilities. The dividends payable to 
the Company's parent will be paid in additional shares of preferred stock and   
are accrued in preferred stock.                                                 

   The Company and/or affiliates of the Company, including entities related to
KKR, from time to time have purchased, and may in the future purchase, depending
on market conditions, senior subordinated notes previously issued by the Company
in the open market or by other means. As of April 1, 2001 affiliates have       
purchased an aggregate of $76.7 million of senior subordinated notes in open    
market transactions.                                                            

(7) COMMITMENTS                                                                 

The Company is a defendant or plaintiff in various claims and lawsuits  
arising in the normal course of business. The Company believes, based upon      
information it currently possesses, and taking into account established reserves
for estimated liabilities and its insurance coverage, that the ultimate outcome 
of the proceedings and actions is unlikely to have a material adverse effect on 
the Company's financial position or result of operations.                       

(8) DERIVATIVES                                                                 

Effective January 1, 2001, the Company adopted SFAS No. 133, 137 and 138
related to "Accounting for Derivative Instruments and Hedging Activities." At   
that time the Company had a $15 million notional amount interest rate swap with 
a fair value of $(0.2) million. In accordance with these statements, the Company
recorded a transition adjustment to other comprehensive income and other        
liabilities of $0.2 million. At April 1, 2001, the swap had a fair value of     
$(0.5) million. Other comprehensive income and other liabilities have been      
adjusted accordingly. A 1% increase or decrease in market interest rates would  
result in a $0.3 million increase/(decrease) in the fair value of the interest  
rate swap. The swap expires on July 29, 2003.                                   

(9) SEGMENT INFORMATION                                                         

The Company believes its business units have similar economic           
characteristics and meet the aggregation criteria of SFAS No. 131, "Disclosures 
about Segments of an Enterprise and Related Information."                       

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ITEM 2-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                   

    The following discussion should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.               

BACKGROUND                                                              

   WKI Holding Company Inc. (WKI or the Company) is a leading manufacturer and
marketer of bakeware, rangetop cookware, kitchen and household tools, tabletop  
dinnerware, cutlery, and precision cutting tools. The Company has strong        
positions in major channels of distribution for its products in North America   
and has also achieved a significant presence in certain international markets,  
primarily Asia, Australia, Latin America and the United Kingdom. In North       
America the Company sells both on a wholesale basis to retailers, distributors  
and other accounts that resell the Company's products, and on a retail basis,   
through Company-operated factory stores. In the international market the Company
has established its presence on a wholesale basis though an international sales 
force along with localized distribution and marketing capabilities.             

    In the first quarter of 2001, the Company began the process of realigning by
major product line and product category. The product categories as defined by   
the Company are Oven/Bakeware which includes the                                
Corningware-Registered Trademark-, Pyrex-Registered Trademark-,                 
EKCO-Registered Trademark- metal bakeware, Farberware-Registered Trademark- and 
Cuisinart-Registered Trademark- brands; Rangetop Cookware which includes the    
Revere-Registered Trademark-, Visions-Registered Trademark- and                 
EKCO-Registered Trademark- Cookware brands; Kitchenware which includes kitchen  
tools and gadgets sold under the EKCO-Registered Trademark- and Grilla          
Gear-Registered Trademark- brands; Tabletop which includes                      
Corelle-Registered Trademark- dinnerware; Cutlery which includes the Chicago    
Cutlery-Registered Trademark- and Regent Sheffield brands;                      
OXO-Registered Trademark- which includes kitchen and household tools under the  
OXO Good Grips-Registered Trademark-, OXO Softworks-TM-, OXO Touchables-TM- and 
OXO Basics-TM- brand names; and "Other" which includes cleaning products,       
precision cutting tools sold under the OLFA and OLO-Registered Trademark-       
brands, and other kitchen accessories that are manufactured by third parties and
are sold primarily through the Company-operated factory stores.                 

On March 28, 2001, the Company's Board of Directors approved a plan to  
restructure and rationalize several aspects of the Company's manufacturing and  
distribution operations, a measure which will result in charges of approximately
$35 million in the first six months of 2001. The Company expects these          
restructuring programs to require approximately $12 million in cash, net of     
anticipated proceeds, over the life of the plan. The program includes three     
major components:                                                               

(1) Exit from the Martinsburg, West Virginia facility by the end of the 
    first quarter of 2002, where the Corningware-Registered Trademark- and
Visions-Registered Trademark- product lines are manufactured.     

 (2) Consolidation of distribution operations at Waynesboro, Virginia into
the Company's existing distribution centers at Monee, Illinois and
   Greencastle, Pennsylvania. Waynesboro is expected to cease operations
during the first quarter of 2002.                                 

   (3) Significant restructuring of metal bakeware manufacturing at Massillon,
Ohio to reduce costs.                                             

 In addition, on April 12, 2001, the Company's Board of Directors approved
the closure of its cutlery facility in Wauconda, Illinois as an additional step 
in the Company's restructuring plan. The Company expects to cease manufacturing 
at the facility by the end of 2001. This decision will result in an additional  
charge of approximately $5.0 million, which will be recorded in the second      
quarter of 2001. Management is continuing to evaluate the necessity of          
additional restructuring measures.                                              

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RESULTS OF OPERATIONS                                                           

                                                        [Enlarge/Download Table]

                                                      FOR THE 91                FOR THE 93            
                                                      DAYS ENDED    % OF NET    DAYS ENDED    % OF NET
                                                     APRIL 1, 2001   SALES     APRIL 2, 2000   SALES  
                                                     -------------  --------   -------------  --------
                                                                      (IN THOUSANDS)                  
                                                                                                      
Net Sales...........................................   $170,797     100.0%       $187,857     100.0%  
Cost of sales.......................................    122,234       71.6        127,305       67.8  
                                                       --------      -----       --------      -----  
Gross profit........................................     48,563       28.4         60,552       32.2  

Selling, general and administrative.................     49,272       28.8         52,437       27.9  
Restructuring and rationalization expenses..........     22,131       13.0             --         --  
Integration related expenses........................         --         --          4,624        2.5  
Other expenses......................................      2,762        1.6          2,839        1.5  
                                                       --------      -----       --------      -----  
Operating (loss) income.............................    (25,602)     (15.0)           652        0.4  
Interest expense....................................     18,600       10.9         16,878        9.0  
                                                       --------      -----       --------      -----  
Loss before taxes on income.........................    (44,202)      25.9        (16,226)      (8.6) 
Income tax expense (benefit)........................        689        0.4         (6,049)      (3.2) 
                                                       --------      -----       --------      -----  
Loss before minority interest.......................    (44,891)     (26.3)       (10,177)      (5.4) 
Minority interest in subsidiary.....................        (38)        --            (43)        --  
                                                       --------      -----       --------      -----  
Net loss............................................   $(44,929)     (26.3)%     $(10,220)      (5.4)%
                                                       ========      =====       ========      =====  

EBITDA..............................................    (12,980)      (7.6)%       12,460       6.6%  
Integration related expenses........................         --                     4,624             
Restructuring and rationalization expenses..........     22,131                        --             
                                                       --------      -----       --------      -----  
  Adjusted EBITDA...................................   $  9,151        5.4%      $ 17,084        9.1% 
                                                       ========      =====       ========      =====  

NET SALES BY PRODUCT CATEGORIES:                                                

                                                        [Enlarge/Download Table]

                                                   FOR THE 91     FOR THE 93                          
                                                   DAYS ENDED     DAYS ENDED     IN MILLIONS          
                                                  APRIL 1, 2001  APRIL 2, 2000    $ CHANGE    % CHANGE
                                                  -------------  -------------   -----------  --------
                                                                     (IN MILLIONS)                    
                                                                                                      
Oven Bakeware....................................    $ 51.1         $ 62.3         $(11.2)     (17.9)%
Tabletop.........................................      40.9           42.8           (1.9)      (4.4) 
Rangetop Cookware................................      25.2           20.3            4.9       24.3  
OXO..............................................      16.5           14.5            2.0       13.8  
Kitchenware......................................      15.9           14.2            1.7       11.9  
Cutlery..........................................       7.5            6.9            0.6        8.7  
Other............................................      13.7           26.9          (13.2)     (49.1) 
                                                     ------         ------         ------             
                                                     $170.8         $187.9         $(17.1)      (9.1)%
                                                     ======         ======         ======             

NET SALES                                                                       

  Net sales for the first quarter of 2001 were $170.8 million, a decrease of
$17.1 million or 9.1% from the first quarter of 2000 net sales of               
$187.9 million. The decrease generally reflects a slower retail economy in 2001 
versus 2000 as well as exiting the cleaning product line.                       

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OVEN BAKEWARE                                                           

  Net sales for the Oven Bakeware category in the first quarter of 2001 were
$51.1 million, a decrease of $11.2 million or 17.9% versus the first quarter of 
2000 net sales of $62.3 million. The decrease is attributable to advertising    
programs relating to a Corningware re-launch in 2000 that generated incremental 
sales volume. These programs were not repeated in 2001 and selling, general and 
administrative expenses reflect these savings from lower advertising costs. Also
contributing to the decrease in net sales were decreases in original equipment  
manufacturing orders.                                                           

TABLETOP                                                                

Net sales for the Tabletop category in the first quarter of 2001 were   
$40.9 million, a decrease of $1.9 million or 4.4% versus the first quarter of   
2000 net sales of $42.8 million. The decrease is primarily attributable to      
international sales decline resulting from a pipeline fill in 2000 and reduced  
shelf space at one of our department specialty store customers. The successful  
launch of the Corningware Tableware line partially offset the reduction in      
overall sales for the Tabletop line.                                            

RANGETOP COOKWARE                                                       

 Net sales for the Rangetop Cookware category in the first quarter of 2001
were $25.2 million, an increase of $4.9 million or 24.3% versus the first       
quarter of 2000 net sales of $20.3 million. The increase is primarily           
attributable to the successful introduction of the Martha Stewart products at   
K-Mart and the introduction of the Magnalite-Registered Trademark- products at  
Wal*Mart.                                                                       

OXO                                                                     

Net sales for OXO in the first quarter of 2001 were $16.5 million, an   
increase of $2.0 million or 13.8% versus the first quarter of 2000 net sales of 
$14.5 million. The increase is attributable to successful new product launches  
including the OXO SteeL Line of stainless steel kitchen tools and utensils, OXO 
Good Grips enamel tea kettles and extensions to OXO Good Grips garden tools and 
cutlery products.                                                               

KITCHENWARE                                                             

Net sales for the Kitchenware category in the first quarter of 2001 were
$15.9 million, an increase of $1.7 million or 11.9% versus the first quarter of 
2000 net sales of $14.2 million. The increase is primarily attributable to the  
successful introduction of the Martha Stewart products at K-Mart. In addition,  
2001 net sales reflect the addition of the Kitchenware product line to the      
Company-operated factory stores.                                                

CUTLERY                                                                 

Net sales for the Cutlery category in the first quarter of 2001 were    
$7.5 million, an increase of $0.6 million or 8.7% versus the first quarter of   
2000 net sales of $6.9 million. The increase is attributable to successful new  
product introductions and additions to the Company's customer base.             

OTHER                                                                   

  "Other" net sales were $13.7 million for the first quarter of 2001compared
to $26.9 million for the first quarter of 2000. The $13.2 million reduction is  
attributable to exiting of the cleaning product line late in 2000 and the       
Company liquidating a significant portion of kitchen accessories sold through   
Company-operated factory stores in the fourth quarter of 2000 and the first     
quarter of 2001. The Company-operated factory stores are in the process of      
replacing these products with EKCO kitchenware and OXO products, which are      
included in the Kitchenware and OXO product categories.                         

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GROSS PROFIT                                                                    

   Gross profit for the first quarter of 2001 was $48.6 million, a decrease of
$12.0 million when compared to gross profit of $60.6 million for the first      
quarter of 2000. As a percentage of net sales, gross profit decreased to 28.4%  
in the first quarter of 2001 from 32.2% in the first quarter of 2000.           

  In the first quarter of 2001, the Company temporarily idled certain of its
manufacturing facilities to reduce inventories and manufacturing costs. This    
action led to higher unabsorbed fixed manufacturing costs as a percentage of net
sales, which were expensed in the first quarter. In addition, in the first      
quarter of 2001 the Company discontinued a significant number of its            
stock-keeping units (SKU's) throughout all of its product lines to reduce       
inventory and warehousing costs and improve customer service. A portion of these
discontinued products were liquidated in the first quarter of 2001.             

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                    

    Selling, general and administrative expenses for the first quarter 2001 were
$49.3 million, a decrease of $3.1 million or 5.9% from $52.4 million in the     
first quarter of 2000. As a percentage of net sales, selling, general and       
administration expenses increased slightly in the first quarter to 28.8% from   
27.9% in the first quarter of 2000. The increase as a percentage of net sales is
attributable to fixed general and administrative expenses on a lower net sales  
base. The $3.1 million decrease versus the first quarter of 2000 is primarily   
attributable to lower advertising spending resulting from not repeating the     
Corningware re-launch programs in the first quarter of 2001.                    

RESTRUCTURING AND RATIONALIZATION                                               

   Restructuring and rationalization expenses were $22.1 million for the first
quarter of 2001. On March 28, 2001, the Company's Board of Directors approved a 
plan to restructure and rationalize several aspects of the Company's            
manufacturing and distribution operations. The program includes three major     
components:                                                                     

(1) Exit from the Martinsburg, West Virginia facility by the end of the 
    first quarter of 2002, where the Corningware-Registered Trademark- and
Visions-Registered Trademark- product lines are manufactured.     

 (2) Consolidation of distribution operations at Waynesboro, Virginia into
the Company's existing distribution centers at Monee, Illinois and
   Greencastle, Pennsylvania. Waynesboro is expected to cease operations
during the first quarter of 2002.                                 

   (3) Significant restructuring of metal bakeware manufacturing at Massillon,
Ohio to reduce costs.                                             

The charges recorded in the first quarter consist of asset disposal and 
related estimated environmental costs of $18.2 million, $3.0 million relating to
the pension and post retirement benefits associated with the termination of     
employees and $0.9 million of other exit costs.                                 

INTEGRATION RELATED EXPENSES                                                    

In the first quarter of 2000, the Company incurred costs relating to the
integration of EKCO and GHC's operations into WKI of $4.6 million. The          
integration costs primarily related to systems implementations, employee        
compensation arrangements, consulting services and other integration costs. The 
integration of EKCO and GHC was completed in 2000.                              

OTHER EXPENSE                                                                   

 Other operating expense was $2.8 million in the first quarter of 2001 and
2000. Goodwill and trademark amortization along with net royalty income were    
flat versus the prior year.                                                     

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INTEREST EXPENSE                                                                

   Interest expense was $18.6 million in the first quarter of 2001 compared to
$16.9 million in the first quarter of 2000. The $1.7 million increase is        
attributable to a higher average outstanding debt balance during the first      
quarter of 2001 when compared to the first quarter of 2000. The higher balance  
primarily results from integration related expenditures incurred throughout     
2000.                                                                           

INCOME TAX                                                                      

Income tax expense in the first quarter of 2001 amounted to $0.7 million
compared to an income tax benefit of $6.0 million in the first quarter of 2000. 
The 2001 income tax expense is primarily attributable to foreign income taxes,  
as the Company provided a full valuation allowance on the domestic income tax   
benefit relating to the current period pre tax losses. In the first quarter of  
2000 the Company did recognize an income tax benefit on pre tax losses. Late in 
2000, the Company concluded that it was more likely than not that it would not  
generate sufficient income to realize the net deferred tax assets.              

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's capital requirements arise principally in connection with 
financing working capital needs, servicing debt obligations, funding            
manufacturing restructuring costs, financing its recent acquisitions and        
completing the integration of such acquisitions, and funding capital            
expenditures. In the third quarter of 2000, the Company's existing              
$275.0 million revolving credit facility was fully utilized and the Company     
received a temporary $40.0 million credit facility from Borden to meet its      
working capital and liquidity requirements. As of May 14, 2001, the Company had 
$9.5 million available under the Borden facility. In addition, for the period   
ended December 31, 2000, the Company failed to satisfy the levels of debt to    
EBITDA and EBITDA to cash interest expense required by the financial covenants  
under its credit agreement dated April 9, 1998 (the 1998 Credit Agreement).     

In order to meet its funding requirements and comply with its financial 
covenants in the 1998 Credit Agreement, the Company amended and restated its    
1998 Credit agreement effective April 12, 2001 (the Amended and Restated Credit 
Agreement), providing for an additional $25.0 million of financing, which       
becomes available 91 days after perfection of the collateral. The Company also  
has extended its $40.0 million short-term line of credit from Borden until the  
date 91 days after the perfection of the collateral under the Amended and       
Restated Credit Agreement after which Borden will provide to the Company a      
$25.0 million revolving credit facility. These actions have resulted in an      
additional $50.0 million in long-term financing commitments which expire on     
March 31, 2004. The Amended and Restated Credit Agreement also waived the       
defaults under the coverage ratio and leverage ratios covenants for the quarter 
ended December 31, 2000 and amended the future financial covenants beginning    
March 31, 2001. In addition, the Amended and Restated Credit Agreement provides 
for a first priority lien on substantially all of the Company's assets and its  
subsidiaries' assets; a pledge of 100% of the stock of all of the Company's     
domestic subsidiaries and 65% of the stock of certain foreign subsidiaries;     
increased pricing on the credit facilities; and changes in the restrictions     
affecting indebtedness, investments, acquisitions, dispositions and prepayment  
of subordinated indebtedness. The Company believes that these facilities and    
cash generated from operations will be sufficient to fund operations and capital
expenditures. The Company's ability to fund its operations, capital expenditures
and debt service will depend upon its future financial and operation            
performance, which will be affected by prevailing economic conditions and       
financial, business and other factors, some of which are beyond the Company's   
control.                                                                        

The Company's credit facilities contain numerous financial and operating
covenants that limit the discretion of the Company's management with respect to 
certain business matters. These covenants place significant restrictions on,    
among other things, the ability of the Company to incur additional              

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indebtedness, pay dividends and other distributions, prepay subordinated        
indebtedness, enter into sale and leaseback transactions create liens or other  
encumbrances, make capital expenditures, make certain investments or            
acquisitions, engage in certain transactions with affiliates, sell or otherwise 
dispose of assets and merge or consolidate with other entities and otherwise    
restrict corporate activities. In addition, the credit facilities also require  
the Company to meet certain financial ratios and tests, including a minimum     
EBITDA, a ratio of debt to EBITDA and EBITDA to cash interest expense (where    
EBITDA represents adjusted cash flow as described more fully in the credit      
facilities). The credit facilities and the indenture contain customary events of
default.                                                                        

CASH FLOWS                                                              

    In the first quarter of 2001 the Company's operating activities used cash of
$12.5 million compared to $15.0 million used by operating activities during the 
first quarter of 2000. The decrease from 2000 to 2001 is primarily attributable 
to expenses associated with the integration of the EKCO and GHC businesses,     
which were acquired late in 1999.                                               

   Investing activities used cash of $6.1 million in the first quarter of 2001
compared to $11.6 million in the first quarter of 2000. The cash used for       
investing activities in 2000 included costs associated with the systems         
implementation in the newly acquired EKCO and GHC businesses as well as a       
scheduled tank repair at the Company's primary dinnerware manufacturing         
facility.                                                                       

Net cash generated in financing operations totaled $16.0 million for the
first quarter of 2001 compared to $25.5 million in the first quarter of 2000.   
The higher cash generated from financing activities in 2000 was the result of   
increased borrowing to fund the items noted above and acquisition-related       
increases in interest expense.                                                  

RESTRUCTURING                                                           

On March 28, 2001, the Company's Board of Directors approved a plan to  
restructure and rationalize several aspects of the Company's manufacturing and  
distribution operations, a measure which will result in charges of approximately
$35 million in the first six months of 2001. The Company expects these          
restructuring programs to require approximately $12 million in cash, net of     
anticipated proceeds, over the life of the plan. The program includes three     
major components:                                                               

(1) Exit from the Martinsburg, West Virginia facility by the end of the 
    first quarter of 2002, where the Corningware-Registered Trademark- and
Visions-Registered Trademark- product lines are manufactured.     

 (2) Consolidation of distribution operations at Waynesboro, Virginia into
the Company's existing distribution centers at Monee, Illinois and
   Greencastle, Pennsylvania. Waynesboro is expected to cease operations
during the first quarter of 2002.                                 

   (3) Significant restructuring of metal bakeware manufacturing at Massillon,
Ohio to reduce costs.                                             

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   On April 12, 2001, the Company's Board of Directors approved the closure of
its cutlery facility in Wauconda, Illinois as an additional step in the         
Company's restructuring plan. The Company expects to cease manufacturing at the 
facility by the end of 2001. This decision will result in an additional charge  
of approximately $5.0 million over the life of the plan. This restructuring will
be recorded in the second quarter of 2001. Management is continuing to evaluate 
the necessity of additional restructuring measures.                             

RISK MANAGEMENT                                                                 

  The Company primarily has market risk in the areas of foreign currency and
fixed rate debt. The Company invoices a significant portion of its international
sales in U.S. dollars, minimizing the effect of foreign exchange gains or losses
on its earnings. As a result, the Company's foreign sales are affected by       
currency fluctuations versus U.S. dollar invoicing. The Company's costs are     
predominantly denominated in U.S. dollars. With respect to sales conducted in   
foreign currencies, increased strength of the U.S. dollar decreases the         
Company's reported revenues and margins in respect of such sales to the extent  
the Company is unable or determines not to increase local selling prices.       

    The Company reduces foreign currency cash flow exposure due to exchange rate
fluctuations by entering into forward foreign currency exchange contracts. The  
use of these contracts protects cash flows against unfavorable movements in     
exchange rates, to the extent of the amount under contract. At April 1, 2001,   
the Company had no forward foreign currency exchange contracts outstanding.     

The Company enters into interest rate swaps to lower funding costs or to
alter interest rate exposures between fixed and floating rates on long-term     
debt. Under interest rate swaps, the Company agrees with other parties to       
exchange, at specified intervals, the difference between fixed rate and floating
rate interest amounts calculated by reference to an agreed upon notional        
principal amount.                                                               

Effective January 1, 2001, the Company adopted SFAS No. 133, 137 and 138
related to "Accounting for Derivative Instruments and Hedging Activities." At   
that time the Company had a $15 million notional amount interest rate swap with 
a fair value of $(0.2) million. In accordance with these statements, the Company
recorded a transition adjustment to other comprehensive income and other        
liabilities of $0.2 million. At April 1, 2001, the swap had a fair value of     
$(0.5) million. Other comprehensive income and other liabilities have been      
adjusted accordingly. A 1% increase or decrease in market interest rates would  
result in a $0.3 million increase/(decrease) in the fair value of the interest  
rate swap. The swap expires on July 29, 2003.                                   

At April 1, 2001, the Company had $210.0 million in fixed rate debt     
outstanding. The fair value of the Company's fixed rate debt at April 1, 2001,  
was $34.2 million.                                                              

RECENT ACCOUNTING PRONOUNCEMENTS                                                

   In April 2001, the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 00-25, "Accounting for Consideration from a Vendor to a Retailer in   
connection with the Purchase or Promotion of the Vendor's Products." This issue 
requires that consideration paid from a vendor to a purchaser be classified as a
reduction of revenue in the vendor's income statement unless it can be          
determined that an identifiable benefit will be received by the vendor and the  
fair value of the benefit exceeds the consideration provided to the purchaser.  
In that case, the consideration should be characterized as a cost. This EITF is 
effective for quarters beginning after December 15, 2001. The Company is in the 
process of determining the impact of this consensus but does not expect reported
financial results will be significantly impacted.                               

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS                                       

The Private Securities Litigation Reform Act of 1995 provides a "safe   
harbor" for certain forward-looking statements. The factors discussed below,    
among others, could cause actual results to differ materially from those        
contained in forward-looking statements made in this report, including without  
limitation, in "Management's Discussion and Analysis of Financial Condition and 
Results of Operations," in the Company's related press releases and in oral     
statements made by authorized officers of the Company. When used in this report,
any press release or oral statement, the words "looking forward," "estimate,"   
"project," "anticipate," "expect," "intend," "believe" and similar expressions  
are intended to identify a forward-looking statement. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties
and other factors (many of which are beyond the Company's control) that could   
cause actual results to differ materially from future results expressed or      
implied by such forward-looking statements. The forward-looking statements      
regarding such matters are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,     
current conditions and expected future developments, as well as other factors it
believes are appropriate in the circumstances. Whether actual results and       
developments will conform with the Company's expectations and predictions,      
however, is subject to a number of risks and uncertainties, in addition to the  
risk factors discussed above, including: the Company's ability to comply with   
the terms of its existing credit facilities, a global economic slowdown in any  
one, or all, of the Company's sales categories; loss of sales as the Company    
streamlines and focuses on strategic accounts; unpredictable difficulties or    
delays in the development of new product programs; increasing reliance on third 
party manufacturers, increased difficulties in obtaining a consistent supply of 
basic raw materials such as sand, soda ash, steel or copper and energy inputs   
such as electrical power or natural gas at stable pricing levels; development by
the Company of an adequate administrative infrastructure; technological shifts  
away from the Company's technologies and core competencies; unforeseen          
interruptions to the Company's business with its largest customers resulting    
from, but not limited to, financial instabilities or inventory excesses; the    
effects of extreme changes in monetary and fiscal policies in the United States 
and abroad, including extreme currency fluctuations and unforeseen inflationary 
pressures such as those recently experienced by certain Asian economies; drastic
and unforeseen price pressures on the Company's products or significant cost    
increases that cannot be recovered through price increases or productivity      
improvements; significant changes in interest rates or in the availability of   
financing for the Company or certain of its customers; loss of any material     
intellectual property rights; any difficulties in obtaining or retaining the    
management or other human resource competencies that the Company needs to       
achieve its business objectives; and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Form 10-Q are qualified by these cautionary statements, and there can be
no assurance that the actual results or developments anticipated by the Company 
will be realized or, even if substantially realized, that they will have the    
expected consequences to or effects on the Company and its subsidiaries or their
business or operations.                                                         

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PART II--OTHER INFORMATION

ITEM 3--LEGAL PROCEEDINGS                                                       

 There are no pending legal proceedings, which are material in relation to
the consolidated financial statements of WKI.                                   

   WKI has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and 
cookware product lines. The Company maintains product liability coverage,       
subject to certain deductibles and maximum coverage levels that the Company     
believes is adequate and in accordance with industry standards.                 

 In addition to product liability claims, from time to time the Company is
involved in various legal actions in the ordinary course of business. The       
Company is not currently involved in any legal actions, which, in the belief of 
management could have a material adverse impact on the Company's financial      
statements.                                                                     

PART IV 

ITEM 14--EXHIBITS AND REPORTS ON FORM 8-K                                       

(a) Exhibit                                                             

 10.1 Employment agreement between the Company and Steven G. Lamb.

   (b) On April 16, 2001 the registrant filed a report on Form 8-K under "Item
5-Other Events" to announce its annual conference call with bondholders to      
review financial results for the year 2000 and a press release announcing       
further steps in its restructuring program.                                     

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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.                       

                             WKI HOLDING COMPANY, INC.

                                                        [Enlarge/Download Table]
                                                                                          
By          /s/ STEVEN G. LAMB                                                            
    ---------------------------------  President and Chief Executive Officer  May 16, 2001
             (Steven G. Lamb)                                                             

By        /s/ WILLIAM H. CARTER                                                           
    ---------------------------------  Interim Chief Financial Officer        May 16, 2001
           (William H. Carter)                                                            

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	3/31/04	9	15
	7/29/03	10	17
	12/31/01	7		10-K405
	12/15/01	7	17
Filed on:	5/16/01	1	20	8-K
	5/14/01	9	15
	4/16/01	19		8-K
	4/12/01	8	17
For Period End:	4/1/01	1	17
	3/31/01	15
	3/28/01	7	16
	1/1/01	10	17
	12/31/00	6	15	10-K, NT 10-K
	8/25/00	9
	4/2/00	2	12	10-Q
	4/9/98	8	15
				List all Filings

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Filing Submission 0000912057-01-516541 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wki Holding Co Inc – ‘10-Q’ for 4/1/01

On: Wednesday, 5/16/01, at 5:07pm ET · For: 4/1/01 · Accession #: 912057-1-516541 · File #: 333-57099

Previous ‘10-Q’: ‘10-Q’ on 11/15/00 for 10/1/00 · Next: ‘10-Q’ on 8/13/01 for 7/1/01 · Latest: ‘10-Q’ on 5/5/04 for 3/28/04

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents