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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ________________ to ____________________.
Commission file number 0-23001
SIGNATURE EYEWEAR, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-3876317
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
498 NORTH OAK STREET
INGLEWOOD, CALIFORNIA 90302
(Address of Principal Executive Offices)
(310) 330-2700
(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days:
Yes X No
------ ------
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, par value
$0.001 per share, 5,268,027 shares issued and outstanding as of March 16,
1998.
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<PAGE>
SIGNATURE EYEWEAR, INC.
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements:
Balance Sheets as of January 31, 1998 (unaudited) and
October 31, 1997. . . . . . . . . . . . . . . . . . . . . . . 3
Statement of Income (unaudited) for the Three Months Ended
January 31, 1998 and 1997. . . . . . . . . . . . . . . . . . .4
Statement of Cash Flows (unaudited) for the Three
Months Ended January 31, 1998 and 1997 . . . . . . . . . . . .5
Notes to Financial Statements. . . . . . . . . . . . . . . . .6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . .8
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . . .15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .15
Page 2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIGNATURE EYEWEAR, INC.
Balance Sheets
<TABLE>
<CAPTION>
Assets January 31, October 31
1998 1997
----------- ----------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $6,607,688 $8,133,423
Accounts receivable, trade 4,059,744 4,013,518
Inventories 7,647,900 6,827,613
Deferred tax asset 253,000 221,000
Prepaid expenses and other current assets 950,223 768,368
----------- -----------
19,518,555 19,963,922
----------- -----------
Property and Equipment (net of accumulated
depreciation and amortization) 985,016 1,079,536
----------- -----------
Other Assets:
Deposits and other 131,857 131,857
Deferred tax asset 15,000 0
----------- -----------
146,857 131,857
----------- -----------
$20,650,428 $21,175,315
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $1,956,707 $2,217,923
Current portion of long-term debt 11,660 13,743
Income taxes payable 299,164 346,000
Accrued expenses and other current liabilities 679,862 1,281,844
----------- -----------
2,947,393 3,859,510
----------- -----------
Long-term Debt 0 1,211
Deferred Tax Liability 0 3,000
----------- -----------
0 4,211
----------- -----------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock (authorized 5,000,000 shares,
$.001 par value, none issued or outstanding) 0 0
Common stock (authorized 30,000,000 shares,
$.001 par value, 5,268,027 shares issued
and outstanding) 9,400 9,400
Paid-in capital 15,190,389 15,190,389
Retained earnings 2,503,246 2,111,805
----------- -----------
17,703,035 17,311,594
----------- -----------
$20,650,428 $21,175,315
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 3
<PAGE>
SIGNATURE EYEWEAR, INC.
Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Net Sales $6,722,486 $6,801,860
Cost of Sales 2,751,206 2,888,464
----------- -----------
Gross Profit 3,971,280 3,913,396
----------- -----------
Operating Expenses:
Selling 1,919,560 2,019,547
General and administrative 1,511,417 1,363,060
----------- -----------
3,430,977 3,382,607
----------- -----------
Income from Operations 540,303 530,789
----------- -----------
Other Income (Expense):
Interest income (expense), net 107,963 (87,405)
Sundry income 6,339 6,483
----------- -----------
114,302 (80,922)
----------- -----------
Income before Income Taxes 654,605 449,867
Provision for Income Taxes 263,164 800
----------- -----------
Net Income $391,441 $449,067
=========== ===========
Earnings Per Share, Basic and Diluted:
Earnings per common share $0.07
===========
Weighted average number of common shares
outstanding 5,268,027
===========
Pro Forma Earnings Per Share:
Income before provision for income taxes $449,867
Income tax provision 166,451
-----------
Net income $283,416
===========
Basic and diluted earnings per
common share $0.08
===========
Weighted average number of
common shares outstanding 3,600,527
===========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 4
<PAGE>
SIGNATURE EYEWEAR, INC.
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $391,441 $449,067
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 120,976 99,570
Provision for bad debts 2,500 5,000
Deferred income taxes (50,000) 0
Changes in assets - (increase) decrease:
Accounts receivable, trade (48,726) (214,854)
Inventories (820,287) (49,660)
Prepaid expenses and other assets (181,855) (67,341)
Changes in liabilities - increase (decrease):
Accounts payable, trade (261,216) (17,632)
Income taxes payable (46,836) 0
Accrued expenses and other current
liabilities (601,982) (566,655)
----------- -----------
Net cash used in operating activities (1,495,985) (362,505)
----------- -----------
Cash Flows Used in Investing Activities:
Purchases of property and equipment (26,456) (201,507)
----------- -----------
Cash Flows from Financing Activities:
Net borrowings on note payable, bank 0 (660,000)
Borrowings on long-term debt 0 500,000
Principal payments on long-term debt (3,294) (52,003)
Dividends paid 0 (750,000)
----------- -----------
Net cash provided by (used in) financing
activities (3,294) 357,997
----------- -----------
Net Decrease in Cash and Cash Equivalents (1,525,735) (206,015)
Cash and Cash Equivalents, Beginning of Period 8,133,423 214,399
----------- -----------
Cash and Cash Equivalents, End of Period $6,607,688 $8,384
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $0 $78,742
=========== ===========
Income taxes $360,722 $800
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 5
<PAGE>
SIGNATURE EYEWEAR, INC.
Notes to the Financial Statements
(Unaudited)
NOTE 1--UNAUDITED INTERIM FINANCIAL STATEMENTS
- ----------------------------------------------
Interim financial statements are prepared pursuant to the requirements for
reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted.
In the opinion of the management of the Company, all adjustments, consisting
solely of normal recurring adjustments, necessary for the fair presentation of
the financial statements for those interim periods have been included. The
current period's results of operations are not necessarily indicative of
results which ultimately may be achieved for the year.
In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 2--BASIS OF PRESENTATION
- -----------------------------
A summary of significant accounting policies is as follows:
INCOME TAXES--The Company's effective income tax rate at January 31, 1998
varies from the federal statutory tax rate of 34% principally due to
state income taxes.
PRO FORMA NET INCOME--The pro forma net income for 1997 represents the
results of operations adjusted to reflect a provision for income tax on
historical income before provision for income taxes, which gives effect
to the change in the Company's income tax status to a C corporation
subsequent to the public sale of its common stock. The difference
between the pro forma income tax rates utilized and federal statutory
rate of 34% relates primarily to state income taxes (approximately 6%,
net of federal tax benefit).
PRO FORMA EARNINGS PER SHARE--Pro forma basic and diluted earnings per
common share for 1997 has been computed by dividing pro forma net income
by the weighted average number of shares of common stock outstanding
during the period. No warrants or options were outstanding at January 31,
1997.
Page 6
<PAGE>
SIGNATURE EYEWEAR, INC.
Notes to the Financial Statements
(Unaudited)
NOTE 2--BASIS OF PRESENTATION
- -----------------------------
Earnings Per Share--The Company has adopted Statement of Financial
Accounting Standards No. 128 as of January 31, 1998. This Statement
establishes standards for computing and presenting earnings per share by
replacing the presentation of primary earnings per share with a
presentation of basic earnings per share. It also requires the dual
presentation of basic and diluted earnings per share on the face of the
income statement. Earnings per share is calculated as follows:
<TABLE>
<CAPTION>
For the Quarter Ended January 31, 1998
---------------------------------------
Net Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
Basic and diluted EPS income
available to common stockholders $391,441 5,268,027 $0.07
======== ========= =====
</TABLE>
For the quarter ended January 31, 1998, there was no difference between basic
and diluted EPS. Warrants and options to purchase 180,000 shares and 447,500
shares of common stock at $12 and $10 per share, respectively, were outstanding
during the quarter. They were not included in the computation of diluted EPS
because the warrants' and options' exercise prices were greater than the
average market price of the common stock during the quarter ended January 31,
1998.
Page 7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Signature Eyewear, Inc. ("Signature" or the "Company") designs, markets and
distributes prescription eyeglass frames primarily under exclusive licenses for
Laura Ashley Eyewear, Hart Schaffner & Marx Eyewear and Jean Nate Eyewear, as
well as its own Camelot label. The Laura Ashley Eyewear collection is one of
the leading women's brand-name collections in the United States.
The following discussion and analysis, which should be read in connection
with the Company's Financial Statements and accompanying footnotes, contain
forward-looking statements that involve risks and uncertainties. Important
factors that could cause actual results to differ materially from the
Company's expectations are set forth in "Factors That May Affect Future
Results" below as well as those discussed elsewhere in this Form 10-Q. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the "Factors That May Affect Future Results." Those forward-
looking statements relate to, among other things, the Company's cash flows
and working capital requirements.
EFFECT OF CHANGE IN FORM FROM AN S CORPORATION TO A C CORPORATION
In September 1997, the Company completed its initial public offering (the
"Offering"). As part of the Offering, the Company was required to change in
form from an S corporation to a C corporation, which has increased the level of
federal and state income taxes. As such, the change in form has affected the
net income and the cash flows of the Company.
As an S corporation, the Company's income, whether or not distributed, was
taxed at the shareholder level for federal and state income tax purposes. In
addition, for California franchise tax purposes, S corporations were taxed at
2.5% of taxable income through 1993 and 1.5% of taxable income in 1994, 1995
and 1996, less income tax credits under the Los Angeles Revitalization Zone
Act. Currently, the highest tax rates applicable to Signature are 34% for
federal and 8.84% for California. The pro forma provision for income taxes in
the statement of income shows results as if the Company had always been a C
corporation and had adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes."
RESULTS OF OPERATIONS
The following table sets forth, for the indicated periods, selected
statement of income data shown as a percentage of net sales. Pro forma
operating results for the quarter ended January 31, 1997 (the "1997 first
quarter") reflect adjustments to the historical operating results for federal
and state income taxes as if the Company had been taxed as a C corporation
rather than an S corporation.
<TABLE>
<CAPTION>
Three Months Ended January 31,
------------------------------
1997 1998
-------- --------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 42.5 40.9
-------- --------
Gross profit 57.5 59.1
-------- --------
Operating expenses:
Selling 29.7 28.6
General and administrative 20.0 22.5
-------- --------
Total operating expenses 49.7 51.1
-------- --------
Income from operations 7.8 8.0
-------- --------
Other income (expense), net (1.2) 1.7
-------- --------
Income before provision for income taxes 6.6 9.7
Provision for income taxes* 2.4 3.9
-------- --------
Pro forma net income 4.2%
========
Net income 5.8%
========
*Pro forma for the 1997 first quarter.
</TABLE>
NET SALES. Net sales were $6,722,000 for the quarter ended January 31,
1998 (the "1998 first quarter"), a decrease of 1.2% compared to the net sales
of $6,802,000 for the 1997 first quarter. This reduction in net sales for the
1998 first
Page 8
<PAGE>
quarter was due principally to a decrease of $473,000 in sales of
Laura Ashley Eyewear, which was offset in part by an increase in net sales of
Hart Schaffner & Marx Eyewear, Optical Surplus, and Jean Nate Eyewear of
$383,000. The decline in sales of Laura Ashley Eyewear was principally due to
weaker than normal demand in the 1998 first quarter. The Company's first
fiscal quarter, which coincides with the holiday shopping season, has been its
slowest sales quarter in each fiscal year.
GROSS PROFIT. Gross profit increased from $3,913,000 in the 1997 first
quarter to $3,971,000 for the 1998 first quarter. This increase was due to the
improvement in the gross profit margin from 57.5% in the 1997 first quarter to
59.1% for the corresponding period in fiscal 1998. This increase was due to
higher average selling prices for frames, lower average frame costs, favorable
currency fluctuations, vendor cash discounts, and reductions in import duties
and tariffs.
OPERATING EXPENSES. Operating expenses increased from $3,383,000 in the
1997 first quarter to $3,431,000 in the 1998 first quarter. Operating expenses
for the 1998 first quarter included a $100,000 decrease in selling expenses and
a $148,000 increase in general and administrative expenses. General and
administrative expenses for the 1998 first quarter increased principally as a
result of a $90,000 increase in executive and management compensation expense.
Selling expenses decreased from 29.7% of net sales for the 1997 first quarter
to 28.6% of net sales for the 1998 first quarter, due to the timing of
marketing programs.
OTHER EXPENSE, NET. Other income in the 1998 first quarter was $114,000,
and other expense in the 1997 first quarter was $81,000. This $195,000
increase in other income was due to a decrease in interest expense, as the
Company repaid its bank financing with the proceeds of the Offering, and an
increase in interest income, as a result of the investment of a portion of the
proceeds of the Offering.
PRO FORMA PROVISION FOR INCOME TAXES; PROVISION FOR INCOME TAXES. On a pro
forma basis, income taxes would have been $166,000 for the 1997 first quarter.
For the 1998 first quarter, the Company's income tax provision was $263,000.
PRO FORMA NET INCOME; NET INCOME. Pro forma net income was $283,000 in the
1997 first quarter, and net income was $391,000 in the 1998 first quarter, due
to the factors set forth above.
LIQUIDITY AND CAPITAL RESOURCES.
At January 31, 1998, the Company had $6,608,000 in cash and cash
equivalents which was invested in money market funds bearing interest at 4.9%.
The Company entered into a credit agreement with its commercial bank (the
"Credit Agreement") in October 1997. Under the Credit Agreement, the bank has
agreed to provide to the Company an unsecured revolving line of credit up to an
aggregate of $5,000,000. At the Company's option, interest may be based on the
London Interbank Offered Rate plus 2%, or at the bank's prime rate. At January
31, 1998, no amounts were due to the bank under the Credit Agreement.
As a result of the Company's treatment as an S corporation for federal and
state income tax purposes, the Company historically provided its shareholders,
through dividends, with funds for the payment of income taxes on the earnings
of the Company which were included in the taxable income of the shareholders.
In addition, the Company paid dividends to shareholders to provide them with a
return on their investment. The Company paid dividends of $750,000 for the
1997 first quarter and paid no dividends in the 1998 first quarter. The
Company does not currently intend to pay dividends on its Common Stock and
plans to follow a policy of retaining earnings to finance the growth of its
business.
Of the Company's accounts payable at January 31, 1998, $441,000 were
payable in foreign currency. To monitor risks associated with currency
fluctuations, the Company on a weekly basis assesses the volatility of certain
foreign currencies and reviews the amounts and expected payment dates of its
orders and accounts payable in those currencies. Based on those factors, the
Company may from time to time mitigate some portion of that risk by purchasing
forward commitments to deliver foreign currency to the Company. The Company
held no forward commitments at January 31, 1998.
Page 9
<PAGE>
The Company believes that cash generated from operations, the net proceeds
received by the Company from the Offering, borrowings under its credit
facility, and credit from its suppliers will be sufficient to fund its working
capital requirements at least through fiscal 1998.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The following is a discussion of certain factors that may affect the
Company's financial condition and results of operations.
SUBSTANTIAL DEPENDENCE UPON LAURA ASHLEY LICENSE. Net sales of Laura
Ashley Eyewear accounted for 77.8%, 74.6% and 72.5% of the Company's net sales
in fiscal 1995, fiscal 1996, fiscal 1997, respectively. The Company
manufactures Laura Ashley Eyewear through an exclusive license with Laura
Ashley entered into in 1991. The Laura Ashley license terminates in 2001, but
may be renewed by the Company at least through January 2006 so long as the
Company is not in breach of the license agreement and meets certain minimum net
sales requirements. Laura Ashley may terminate the license before its term
expires if (i) the Company commits a material breach of the license agreement
and fails to cure that breach within 30 days after notice is given, (ii) the
management or control of the Company passes from Bernard Weiss and Julie
Heldman to other parties whom Laura Ashley may reasonably regard as unsuitable,
(iii) the Company fails to propose a selection of styles of eyewear which Laura
Ashley in exercising good faith is willing to approve for manufacture and
distribution, (iv) the Company fails to have net sales of Laura Ashley Eyewear
sufficient to generate minimum royalties in each of any two years, (v) the
Company is unable to pay its debts in the ordinary course of business or enters
into liquidation, becomes bankrupt or insolvent, or is placed in the control of
a receiver or trustee, or (vi) the Company in any year fails to spend a
specified percentage of net sales of Laura Ashley Eyewear on advertising and
promotion. For purposes of renewal and early termination of the license
agreement, the Company must generate total Laura Ashley Eyewear minimum net
sales of $9,000,000, $10,000,000 and $11,000,000 for the contract years ending
January 31, 1998, 1999 and 2000, respectively. The Company has substantially
exceeded its minimum net sales requirements each year under the license
agreement. The termination of the Laura Ashley Eyewear license would have a
material adverse effect on the Company's business, operating results and
financial condition.
APPROVAL REQUIREMENTS OF BRAND-NAME LICENSORS. The Company's business is
predominantly based on its brand-name licensing relationships. In addition to
its licensing relationship with Laura Ashley, the Company licenses the right to
use proprietary marks from Hart Schaffner & Marx, Revlon for its Jean Nate
brand name, and Eddie Bauer. Each of the Laura Ashley, Hart Schaffner & Marx,
Jean Nate and Eddie Bauer licenses requires mutual agreement of the parties for
significant matters. Each of these licensors has final approval over all
eyeglass frames and other products bearing the licensor's proprietary marks,
and the frames must meet the licensor's general design specifications and
quality standards. Consequently, each licensor may, in the exercise of its
approval rights, delay the distribution of eyeglass frames bearing its
proprietary marks. The Company expects that each future license it obtains
will contain similar approval provisions. Accordingly, there can be no
assurance that the Company will be able to continue to maintain good
relationships with each licensor, or that the Company will not be subject to
delays resulting from disagreements with, or an inability to obtain approvals
from, its licensors. These delays could materially and adversely affect the
Company's business, operating results and financial condition.
LIMITATIONS ON ABILITY TO DISTRIBUTE OTHER BRAND-NAME EYEGLASS FRAMES.
Each of the Company's licenses limits the Company's right to market and sell
products with competing brand names. The Laura Ashley license prohibits the
Company from selling any range of designer eyewear that is similar to Laura
Ashley Eyewear in price and any of style, market position and market segment.
The Hart Schaffner & Marx license prohibits the Company from marketing and
selling another men's brand of eyeglass frames under a well-known fashion name
with a wholesale price in excess of $40. The Jean Nate license prohibits the
Company from manufacturing and selling eyeglass frames under any brand name
primarily known as a cosmetic, toiletry, fragrance or haircare trademark or
brand name. The Eddie Bauer license prohibits the Company from entering into
license agreements with companies which Eddie Bauer believes are its direct
competitors. The Company expects that each future license it obtains will
contain some limitations on competition within market segments. The Company's
growth, therefore, will be limited to capitalizing on its existing licenses in
the prescription eyeglass market, introducing eyeglass frames in other segments
of the prescription eyeglass market, and manufacturing and distributing
products other than
Page 10
<PAGE>
prescription eyeglass frames such as sunglasses. In addition, there can be no
assurance that disagreements will not arise between the Company and its
licensors regarding whether certain brand-name lines would be prohibited by
their respective license agreements. Disagreements with licensors may
adversely affect sales of the Company's existing eyeglass frames or
prevent the Company from introducing new eyewear products in market segments
the Company believes are not being served by its existing products.
DEPENDENCE UPON CONTRACT MANUFACTURERS; FOREIGN TRADE REGULATION. The
Company's frames are manufactured to its specifications by a number of contract
manufacturers located outside the United States, principally in Japan, Hong
Kong/China, France and Italy. The manufacture of high quality metal frames is
a labor-intensive process which can require over 200 production steps
(including a large number of quality-control procedures) and from 90 to 180
days of production time. These long lead times increase the risk of
overstocking, if the Company overestimates the demand for a new style, or
understocking, which can result in lost sales if the Company underestimates
demand for a new style. While a number of contract manufacturers exist
throughout the world, there can be no assurance that an interruption in the
manufacture of the Company's eyeglass frames will not occur. An interruption
occurring at one manufacturing site that requires the Company to change to a
different manufacturer could cause significant delays in the distribution of
the styles affected. This could cause the Company to miss delivery schedules
for these styles, which could materially and adversely affect the Company's
business, operating results and financial condition.
In addition, the purchase of goods manufactured in foreign countries is
subject to a number of risks, including foreign exchange rate fluctuations,
economic disruptions, transportation delays and interruptions, increases in
tariffs and duties, changes in import and export controls and other changes in
governmental policies. For frames purchased other than from Hong Kong/China
manufacturers, the Company pays for its frames in the currency of the country
in which the manufacturer is located and thus the costs (in United States
dollars) of the frames vary based upon currency fluctuations. Increases and
decreases in costs (in United States dollars) resulting from currency
fluctuations generally do not affect the price at which the Company sells its
frames, and thus currency fluctuations can impact the Company's gross margin
and results of operations.
In fiscal 1996 and fiscal 1997, approximately 39.9% and 45.8%,
respectively, of the Company's eyeglass frames were manufactured by companies
in Japan, and approximately 40.0% and 36.6%, respectively, of the Company's
eyeglass frames were, manufactured by companies headquartered in Hong Kong that
have manufacturing facilities in China. Recent economic developments have
resulted in a stronger U.S. dollar and instability in the Asian-Pacific
economies and financial markets. These economic developments have resulted in
improved profit margins for the Company, as its cost of goods has decreased for
frames purchased in foreign currencies. There can be no assurance, however,
that the Asian-Pacific economic instability will not result in an adverse
future impact on the business operations of some of the Company's contract
manufacturers, which could force the Company to move the manufacture of some
styles to other factories. The resulting disruption to the Company's business
could have a material adverse effect on the Company's business, operating
results and financial condition.
Effective July 1, 1997, the exercise of sovereignty over the British Crown
Colony of Hong Kong was transferred from the United Kingdom to China pursuant
to a treaty between the two countries, and Hong Kong became a part of China.
Any political or economic disruptions in Hong Kong or China may force the
Company to manufacture its eyeglass frames in other countries which could
increase frame costs. The Company is uncertain as to the impact that the
change in government will have on its business operations in Hong Kong.
Further, China currently enjoys Most Favored Nation trading status with the
United States. Under the Trade Act of 1974, the President of the United States
is authorized, upon making specific findings, to waive certain restrictions
that would render China ineligible for Most Favored Nation treatment. The
President has waived these provisions every year since 1979. China's Most
Favored Nation status presently extends until July 1998. No assurance can be
given that China will continue to enjoy Most Favored Nation status in the
future. Any legislation or administrative action by the United States
government that revokes or places further conditions on China's Most Favored
Nation status, or otherwise limits imports of Chinese eyeglass frames into the
United States, could, if enacted, have a material adverse effect on the
Company's business, operating results and financial condition.
Page 11
<PAGE>
SUCCESSFUL LAUNCH OF EDDIE BAUER EYEWEAR. Certain members of the Company's
management and of its design and marketing teams have and will continue to
devote considerable time towards introducing the Eddie Bauer Eyewear line.
There can be no assurance that the Company will be able to introduce Eddie
Bauer Eyewear at the budgeted price or through the Company's existing
distribution channels, or that the introduction of Eddie Bauer Eyewear will
continue as planned. Furthermore, there can be no assurance that Eddie Bauer
Eyewear will be accepted by the market.
RELATIONSHIPS WITH DOMESTIC DISTRIBUTORS. The Company distributes its
eyeglass frames to independent optical retailers in the United States (other
than California) largely through distributors who sell competing lines of
eyeglass frames. Although the Company believes that its distributors currently
devote a great deal of time and resources to promoting the Company's products,
there can be no assurance that these distributors will continue to do so. The
Company does not have written agreements with its domestic distributors except
for written understandings not to resell or divert Laura Ashley Eyewear through
unauthorized channels of distribution, and not to expand the territories in
which they sell the Company's products without the Company's prior consent.
Accordingly, the Company's domestic distributors may spend an increased amount
of effort and resources marketing competing products, and may terminate their
relationships with the Company at any time without penalty. There can be no
assurance that the informal nature of the Company's relationships with its
domestic distributors will not lead to disagreements between the Company and
its distributors or between the distributors themselves, which could have a
material adverse impact on the Company's business, operating results and
financial condition.
INTERNATIONAL SALES. International sales accounted for approximately 9.0%,
8.8% and 7.7% of the Company's net sales in fiscal 1995, fiscal 1996, and
fiscal 1997, respectively. These sales were primarily in England, Canada,
Australia, New Zealand, France and the Netherlands. The Company's
international business is subject to numerous risks, including the need to
comply with export and import laws, changes in export or import controls,
tariffs and other regulatory requirements, the imposition of governmental
controls, political and economic instability, trade restrictions, the greater
difficulty of administering business overseas and general economic conditions.
Although the Company's international sales are principally in United States
dollars, sales to international customers may also be affected by changes in
demand resulting from fluctuations in interest and currency exchange rates.
There can be no assurance that these factors will not have a material adverse
effect on the Company's business, operating results and financial condition.
QUARTERLY AND SEASONAL FLUCTUATIONS. The Company's results of operations
have fluctuated from quarter to quarter and the Company expects these
fluctuations to continue in the future. Historically, the Company's net sales
in the quarter ending January 31 (its first quarter) have been lower than net
sales in other fiscal quarters. The Company attributes lower net sales in the
first fiscal quarter in part to low consumer demand for prescription eyeglasses
during the holiday season and year-end inventory adjustments by distributors
and independent optical retailers. A factor which may significantly influence
results of operations in a particular quarter is the introduction of a brand-
name collection, which results in disproportionate levels of selling expenses
due to additional advertising, promotions, catalogs and in-store displays.
Introduction of a new brand may also generate a temporary increase in sales due
to initial stocking by retailers. Other factors which can influence the
Company's results of operations include customer demand, the mix of
distribution channels through which the eyeglass frames are sold, the mix of
eyeglass frames sold, product returns, delays in shipment and general economic
conditions.
PRODUCT RETURNS. The Company has a product return policy which it believes
is standard in the optical industry. Under that policy, the Company generally
accepts returns of non-discontinued product for credit, upon presentment and
without charge. According to the 1996 U.S. Optical Industry Handbook, the
existence of this policy in the optical business has led to some companies
having return rates as high as 20%. While the Company's product returns for
fiscal 1995, fiscal 1996, and fiscal 1997 amounted to 11.6%, 12.1%, and 12.5%
of gross sales (sales before returns), respectively, and while the Company
maintains reserves for product returns which it considers adequate, the
possibility exists that the Company could experience returns at a rate
significantly exceeding its historical levels, which could have a material
adverse impact on the Company's business, operating results and financial
condition.
AVAILABILITY OF VISION CORRECTION ALTERNATIVES. The Company's future
success could depend to a significant extent on the availability and acceptance
by the market of vision correction alternatives to prescription eyeglasses,
such as contact lenses and refractive (optical) surgery. While the Company
does not believe that contact lenses, refractive surgery or other vision
correction alternatives materially and adversely impact its business at
present, there can be no assurance that
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<PAGE>
technological advances in, or reductions in the cost of, vision correction
alternatives will not occur in the future, resulting in their more widespread
use. Increased use of vision correction alternatives could result in
decreased use of the Company's eyewear products, which would have a material
adverse impact on the Company's business, operating results and financial
condition.
ACCEPTANCE OF EYEGLASS FRAMES; UNPREDICTABILITY OF DISCRETIONARY CONSUMER
SPENDING. The Company's success will depend to a significant extent on the
market's acceptance of the Company's brand-name eyeglass frames. If the
Company is unable to develop new, commercially successful styles to replace
revenues from older styles in the later stages of their life cycles, the
Company's business, operating results and financial condition could be
materially and adversely affected. The Company's future growth will depend in
part upon the effectiveness of the Company's marketing and sales efforts as
well as the availability and acceptance of other competing eyeglass frames
released into the market place at or near the same time, the availability of
vision correction alternatives, general economic conditions and other tangible
and intangible factors, all of which can change and cannot be predicted.
The Company's success also will depend to a significant extent upon a
number of factors relating to discretionary consumer spending, including the
trend in managed health care to allocate fewer dollars to the purchase of
eyeglass frames, and general economic conditions affecting disposable consumer
income, such as employment business conditions, interest rates and taxation.
Any significant adverse change in general economic conditions or uncertainties
regarding future economic prospects that adversely affect discretionary
consumer spending generally, and purchasers of prescription eyeglass frames
specifically, could have a material adverse effect on the Company's business,
operating results and financial condition.
COMPETITION. The markets for prescription eyewear are intensely
competitive. There are thousands of styles, including hundreds with brand
names. At retail, the Company's eyewear styles compete with styles that do and
do not have brand names, styles in the same price range, and styles with
similar design concepts. To obtain board space at an optical retailer, the
Company competes against many companies, both foreign and domestic, including
Luxottica Group S.p.A. (operating in the United States through a number of its
subsidiaries), Safilo Group S.p.A. (operating in the United States through a
number of its subsidiaries) and Marchon Eyewear, Inc. Signature's largest
competitors have significantly greater financial, technical, sales,
manufacturing and other resources than the Company. They also employ direct
sales forces that are significantly larger than the Company's, and are thus
able to realize a higher gross profit margin. At the distributor level, sales
representatives often carry many lines of eyewear, and the Company must vie for
their attention. At the major retail chains, the Company competes not only
against other eyewear suppliers, but also against the chains themselves, which
license some of their own brand names for design, manufacture and sale in their
own stores. Luxottica, one of the largest eyewear companies in the world, is
vertically integrated in that it manufactures frames, distributes them through
direct sales forces in the United States and throughout the world, and owns
LensCrafters, one of the largest United States retail optical chains.
The Company competes in its target markets through the quality of the brand
names it licenses, its marketing, merchandising and sales promotion programs,
the popularity of its frame designs, the reputation of its styles for quality,
and its pricing policies. There can be no assurance that the Company will be
able to compete successfully against current or future competitors or that
competitive pressures faced by the Company will not materially and adversely
affect its business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL. The Company's success has and will continue
to depend to a significant extent upon its executive officers, including
Bernard Weiss (Chief Executive Officer), Julie Heldman (President), Michael
Prince (Chief Financial Officer), Robert Fried (Senior Vice President of
Marketing) and Robert Zeichick (Vice President of Advertising and Sales
Promotion). The loss of the services of one or more of these key employees
could have a material adverse effect on the Company. The Company has entered
into employment agreements with each of Ms. Heldman and Messrs. Weiss, Prince,
Fried and Zeichick pursuant to which they have agreed to render services to the
Company until October 31, 2000. The Company maintains and is the sole
beneficiary of "key person" life insurance on Ms. Heldman and Messrs. Weiss,
Prince, Fried and Zeichick in the amount of $1,500,000 each. In the event of
the death of an executive officer, a portion of the proceeds of the applicable
policy would be used to pay the Company's obligation under the officer's
employment agreement. There can be no assurance that the remaining proceeds of
these policies will be sufficient to offset the loss to the Company due to the
death of that executive officer. In addition, the Company's future success
will depend in large part
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upon its ability to attract, retain and motivate personnel with a variety of
creative, technical and managerial skills. There can be no assurance that the
Company will be able to retain and motivate its personnel or attract additional
qualified members to its management staff. The inability to attract and retain
the necessary managerial personnel could have a material adverse effect on the
Company's business, operating results and financial condition.
MANAGEMENT OF GROWTH. The Company has grown rapidly in recent years, with
net sales increasing from $9.2 million in fiscal 1992 to $33.2 million in
fiscal 1997, and the number of employees increasing from 41 at November 1, 1992
to 102 at October 31, 1997. The Company's growth has placed substantial
burdens on its management resources, and as a result of its growth, the Company
has made additions to its management team. Additionally, the Company plans to
continue to expand its operations as a result of the introduction of Eddie
Bauer Eyewear. The Company's ability to manage its growth effectively will
require it to continue to improve its operational, financial and management
information systems and controls and to train, motivate and manage a larger
number of employees. There can be no assurance that the Company will be able
to sustain its historic rate of revenue growth, continue its profitable
operations or manage future growth successfully.
CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS. The directors and executive
officers of the Company own approximately 54.8% of the Company's outstanding
shares. As a result, the directors and executive officers control the Company
and its operations, including the approval of significant corporate
transactions and the election of at least a majority of the Company's Board of
Directors and thus the policies of the Company. The voting power of the
directors and executive officers could also serve to discourage potential
acquirors from seeking to acquire control of the Company through the purchase
of the Common Stock, which might depress the price of the Common Stock.
NO DIVIDENDS ANTICIPATED. The Company does not currently intend to declare
or pay any cash dividends and intends to retain earnings, if any, for the
future operation and expansion of the Company's business.
POSSIBLE ANTI-TAKEOVER EFFECTS. The Company's Board of Directors has the
authority to issue up to 5,000,000 shares of Preferred Stock and to determine
the price, rights, preferences, privileges and restrictions, including voting
rights, of those shares without any further vote or action by the shareholders.
The Preferred Stock could be issued with voting, liquidation, dividend and
other rights superior to those of the Common Stock. Following the Offering, no
shares of Preferred Stock of the Company will be outstanding, and the Company
has no present intention to issue any shares of Preferred Stock. However, the
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be
issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company, which may depress the market value of the Common Stock. In addition,
each of the Laura Ashley, Hart Schaffner & Marx, Jean Nate and Eddie Bauer
licenses allows the licensor to terminate its license upon certain events which
under the license are deemed to result in a change in control of the Company.
See "--Substantial Dependence Upon Laura Ashley License." The licensors' rights
to terminate their licenses upon a change in control of the Company could have
the effect of discouraging a third party from acquiring or attempting to
acquire a controlling portion of the outstanding voting stock of the Company
and could thereby depress the market value of the Common Stock.
Page 14
<PAGE>
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company's Registration Statement on Form S-1 (File No. 333-30017)
relating to the public offering (the "Offering") of an aggregate of 2,070,000
shares (the "Shares") of Common Stock, par value $0.001 per share (the "Common
Stock"), of the Company was declared effective by the Securities and Exchange
Commission on September 11, 1997. Of the Shares, the Company offered 1,667,500
shares and 402,500 shares were offered by certain shareholders of the Company
(the "Selling Shareholders"). All of the Shares were offered and sold for
$10.00 per share, for an aggregate offering price of $16,675,000 for the shares
offered by the Company and $4,025,000 for the shares offered by the Selling
Shareholders.
The Company's expenses in connection with the Offering included
underwriting discounts of $1,167,000, expense reimbursement to the underwriters
of $143,000 and other expenses of $586,000, for total expenses of $1,896,000,
resulting in net proceeds ("Net Proceeds") to the Company of $14,779,000.
As of January 31, 1998, the Company had applied $5,623,000 of the Net
Proceeds to pay all borrowings previously owed to its commercial bank,
$6,656,000 for working capital, and $903,000 to launch the Eddie Bauer Eyewear
collection. As of January 31, 1998, the Company had invested the remaining
$1,597,000 of the Net Proceeds in money market funds bearing interest at a
weighted average rate of 4.9%. The amount of Net Proceeds used to repay bank
debt was less than the amount originally anticipated, primarily because the
Company had expected that shareholders would cash an aggregate of $1.3 million
in S corporation distribution checks before the Offering. Those checks,
although issued before the Offering, were not in fact cashed until after the
Offering, and thus were not paid through bank borrowings.
As required by Rule 463 of the Securities Act, the Company will disclose
the application of the remaining Net Proceeds in the Company's periodic report
for the quarter ending April 30, 1998 and, to the extent necessary, in
subsequent periodic reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit 27.1 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period covered by this
quarterly report.
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 17, 1998 SIGNATURE EYEWEAR, INC.
By: /s/ Michael Prince
------------------------
Michael Prince
Chief Financial Officer
/s/ Michael Prince
---------------------------
Michael Prince
Chief Financial Officer
Page 16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS OF SIGNATURE EYEWEAR, INC. AS OF AND FOR THE THREE MONTHS
ENDED JANUARY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 6,607,688
<SECURITIES> 0
<RECEIVABLES> 4,122,560
<ALLOWANCES> 62,816
<INVENTORY> 7,647,900
<CURRENT-ASSETS> 19,518,555
<PP&E> 2,232,047
<DEPRECIATION> 1,247,031
<TOTAL-ASSETS> 20,650,428
<CURRENT-LIABILITIES> 2,947,393
<BONDS> 0
0
0
<COMMON> 9,400
<OTHER-SE> 17,693,635
<TOTAL-LIABILITY-AND-EQUITY> 20,650,428
<SALES> 6,722,486
<TOTAL-REVENUES> 6,722,486
<CGS> 2,751,206
<TOTAL-COSTS> 3,430,977
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 654,605
<INCOME-TAX> 236,164
<INCOME-CONTINUING> 391,441
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 391,441
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
