=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
------------- -------------
Commission file number 1-457
BULOVA CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-1719409
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bulova Avenue, Woodside, New York 11377-7874
(Address of principal executive offices) (Zip Code)
(718) 204-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $5.00 per share
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--------- ---------
As at February 29, 1996, 4,599,857 shares of Common Stock of the
Registrant were outstanding and the aggregate market value of voting
stock held by non-affiliates was approximately $560,000.
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1
BULOVA CORPORATION
INDEX TO ANNUAL REPORT ON
FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
Item Page
No. PART I No.
- ---- ----
<S> <C> <C>
1 BUSINESS ..................................................... 3
2 PROPERTIES ................................................... 4
3 LEGAL PROCEEDINGS ............................................ 4
4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......... 4
PART II
5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS ......................................... 4
6 SELECTED FINANCIAL DATA ...................................... 5
7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................... 5
8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .................. 9
9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE ......................... 25
PART III
10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ........... 25
11 EXECUTIVE COMPENSATION ....................................... 26
12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT .................................................. 27
13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............... 28
PART IV
14 EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K 29
</TABLE>
2
PART I
Item 1. Business.
Bulova Corporation (together with its subsidiaries referred to herein
as "Registrant" or the "Company," unless the context otherwise requires)
is a New York corporation. Loews Corporation ("Loews") owns approximately
97% of Registrant's outstanding Common Stock. See Item 12 of this Form
10-K.
In January 1995 the Company sold its industrial and defense products
segment, Bulova Technologies, Inc. ("BTI") for $20,810,000 in cash. The
Company applied $18,000,000 of the consideration received to the
repayment of the entire debt owed to Loews under the credit agreement
described below, and the balance of the consideration was added to
working capital. Additionally, the Company assumed BTI's liabilities with
respect to pensions and postretirement health care benefits for employees
of BTI who had retired prior to the consummation of the sale.
Registrant is engaged in the distribution and sale of watches, clocks
and timepiece parts for consumer use. The principal watch brands are
Bulova, Caravelle, Accutron and Sportstime. Clocks are principally sold
under the Bulova brand name. The Registrant's market segment breakdown
includes a luxury watch line represented by Accutron, a mid-ranged priced
watch brand represented by Bulova, and a lower-priced watch line
represented by Caravelle. In addition, the Registrant's Sportstime by
Bulova brand, with watches using names and logos of various professional
and college athletic teams, is sold at various price levels.
Bulova's principal markets are the United States and Canada, which
accounted for 87% and 13%, respectively, of sales. In most other areas of
the world, Registrant has appointed licensees who market watches under
Registrant's trademarks in return for a royalty. For additional
information concerning Registrant's sales in foreign markets, see Note 11
of the Notes to Consolidated Financial Statements included in Item 8 of
this Form 10-K.
Registrant buys complete watches and clocks from foreign suppliers for
substantially all of its products. Watch movements, cases and other
components are also purchased from foreign suppliers. In the United
States, most of Registrant's consumer products are sold directly to
retail jewelry and premium outlets through Registrant's commission sales
force and outside sales representatives. In Canada, Registrant, through a
marketing subsidiary, sells directly to retailers. The customer base is
comprised of large retailers, small local chains and local independent
jewelry shops.
The business is intensely competitive. The principal methods of
competition are price, styling, aftersale service, warranty and product
performance. In all five categories, Registrant occupies a favorable
position of long standing. There are approximately ten major competitors
with well established names and positions in the principal markets in
which Registrant competes. At least three of these have sales and assets
substantially greater than Registrant. In addition, there are an
indeterminate number of minor competitors.
It is characteristic of Registrant's business and of the watch industry
generally that customer receivables from watch sales are carried for
relatively long periods. Registrant grants its retailers seasonal credit
terms, in one instance up to twelve months, depending on the product and
date of sale. In certain circumstances, Registrant also extends credit to
its retailers on an interest-bearing basis.
Any backlog of orders is not believed to be significant. The business
is seasonal; with the greatest sales coming in the third and fourth
fiscal quarters in expectation of the holiday selling season.
Employees
Registrant currently employs approximately 430 persons, approximately
120 of whom are union members, and has experienced satisfactory labor
relations. The Company has comprehensive benefit plans for substantially
all employees.
3
Item 2. Properties.
The Company leases its primary facilities which include an 80,000
square foot plant in Woodside, New York for executive and sales offices,
watch distribution, service and warehouse purposes, a 71,000 square foot
plant in Maspeth, New York, for clock service and warehouse purposes, and
a 25,000 square foot plant in Toronto, Canada, for watch and clock sales
and service.
Item 3. Legal Proceedings.
Pending litigation includes various civil actions for damages. On the
basis of the facts presently known to it, management does not believe
that these actions will have a material adverse effect upon the financial
condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
MARKET PRICES
The following table sets forth, for the periods indicated, the high and low
bid prices for the Company's Common Stock in the over-the-counter market as
reported by Carr Securities Corp. These quotations represent prices between
dealers and do not include retail mark-up, mark-down or commissions. They do not
represent actual transactions.
<TABLE>
<CAPTION>
1995 1994
------------------------------------------------
High Low High Low
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Quarter ................. 3 3/4 3 3 1/4 2 3/4
Second Quarter ................ 4 3 3/4 3 1/4 2 5/8
Third Quarter ................. 4 4 3 1/4 3
Fourth Quarter ................ 4 1/4 4 3 1/4 3 1/4
</TABLE>
DIVIDEND INFORMATION
The Company paid no dividends for the years ended December 31, 1995 and 1994.
APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS
There were approximately 1,500 holders of record of common stock of the
Company at February 29, 1996.
4
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------------------
1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Results of Operations:
Revenues....................... $109,223 $100,046 $101,303 $ 98,841 $101,001
Income (loss) from continuing
operations.................... 2,269 532 1,911 (1,342) (486)
Per share...................... .49 .11 .41 (.29) (.11)
Income before extraordinary
credit and cumulative effect
of accounting changes......... 2,632 834 2,514 4,793 65
Per share...................... .57 .18 .54 1.04 .01
Income before cumulative
effect of accounting changes 2,632 834 2,514 4,793 1,947
Per share...................... .57 .18 .54 1.04 .42
Net income (loss).............. 2,632 834 2,514 (13,189) 1,947
Per share...................... .57 .18 .54 (2.87) .42
Financial Position:
Total assets................... 134,127 151,035 149,865 165,489 143,971
Discontinued operations-net.... - 20,082 15,445 11,245 29,435
Long-term debt................. - 200 600 1,000 1,400
Debt to affiliate.............. - 19,000 16,000 31,000 36,000
Shareholders' equity........... 65,463 62,930 64,101 61,893 76,067
Dividends per share............ None None None None None
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(Not covered by Independent Auditors' Report)
Liquidity and Capital Resources:
Cash Flow
In January 1995 the Company sold its industrial and defense products segment,
Bulova Technologies, Inc. ("BTI") for $20,810,000 in cash. The Company applied
$18,000,000 of the consideration received to the repayment of the entire debt
owed to its parent, Loews Corporation ("Loews") under the credit agreement
described below, and the balance of the consideration was added to working
capital. Additionally, the Company assumed BTI's liabilities with respect to
pensions and postretirement health care benefits for employees of BTI who had
retired prior to the consummation of the sale.
On August 3, 1995, the Company collected $10,554,000, including $4,200,000 of
interest from Loews related to a tax audit adjustment from the examination of
Loews's tax returns for 1984 through 1990.
For a number of years, the Company has relied on Loews, which owns
approximately 97% of the Company's common stock, to meet working capital needs
which the Company has not been able to meet through internally generated funds.
In 1979, the Company entered into a credit agreement with Loews (the "Credit
Agreement") which provides for unsecured loans, from time to time, in amounts
aggregating up to $50,000,000. The Credit Agreement initially expired in 1980,
but the expiration date has been periodically extended by the Company and Loews.
The Credit Agreement currently expires June 30, 1997.
The largest amount outstanding under the Credit Agreement during 1995 of
$19,000,000 was entirely paid in January, as noted above. Since that time, the
Company has not required any additional working capital advances from Loews. In
addition, management believes it has sufficient working capital to meet
5
inventory purchases and operating expenses for the upcoming year. At December
31, 1994 loans aggregating $19,000,000 were outstanding under the Credit
Agreement. The largest amount outstanding under the Credit Agreement during 1994
was $20,000,000.
The Company from time to time may require borrowings from Loews to meet its
working capital needs, including normal inventory purchases. While Loews has no
obligation to enter into or maintain arrangements for any further borrowing, the
Company anticipates that its working capital needs will be provided by Loews
under the Credit Agreement. See Note 2 of the Notes to Consolidated Financial
Statements in Item 8 of this Form 10-K.
The Company continues to be adversely affected by competition and oversupply
of watch and clock products. The Company has reduced costs to improve gross
profit, and continues its effort to closely monitor inventory purchasing to
ensure appropriate levels of inventory are maintained.
Cash Flow From Operations
Cash flow from operations includes cash utilization related to discontinued
operations of $4,637,000 and $4,200,000, for 1994 and 1993, respectively.
Exclusive of discontinued operations, the Company generated net cash flow from
operations of $528,000, $706,000 and $14,472,000 for the years ended December
31, 1995, 1994 and 1993, respectively.
The decrease in net cash flows is primarily attributable to an increase in
inventory purchases, partially offset by the tax settlement noted above,
increased collections from customers, and the reduction of interest payments due
to the reduced borrowing from Loews.
Cash Flow From Investing Activities
The increase in cash flow is due primarily to the cash received from the sale
of BTI as discussed above. The Company does not anticipate any significant
capital expenditures in 1996.
Cash Flow From Financing Activities
Cash flow utilized in financing activities primarily represents payments of
the amounts due to Loews under the Credit Agreement discussed above.
Contingencies
During the third quarter of 1995, the Company provided for a liability of
$150,000 in relation to an environmental condition at a former Jackson Heights,
N.Y. watch manufacturing facility which the Company agreed to remediate in
October 1995.
During the fourth quarter of 1995, the Company became aware of an
environmental condition at its Woodside, N.Y. facility. Testing and evaluation
of the site remain in its preliminary stages. Based upon the information
available, the Company provided $100,000 during the fourth quarter of 1995 for
the estimated clean up expense required. Additional testing and further
evaluation is required before a definitive cost of ultimate clean up can be
determined. Therefore, the liability accrued may require future revisions.
Material contingencies recognized during 1994 consist of environmental claims
relating to a former Sag Harbor, N.Y. watch manufacturing facility, for which
the Company provided $484,000, and a former Valley Stream, N.Y. defense
manufacturing facility, which the Company provided $250,000.
The impact of environmental clean-up will directly affect cash flow, and it is
expected that to the extent the Company does not have sufficient liquidity, cash
needs will be funded through the Credit Agreement with Loews. The environmental
liability recognized in the Company's financial statements to date of $2,584,000
represents the minimum of the Company's estimated range of equally likely
outcomes, the upper limit of that range is approximately $3,184,000.
6
Additionally, in 1994 the Company provided $811,000 to cover legal and
settlement costs related to actions which were settled in 1995.
Management does not believe that the foregoing matters will have a material
adverse effect on the Company's financial condition or results of operations of
the Company. Management believes that liabilities accrued by the Company
represent a reasonable estimate for various legal and environmental matters for
which it believes it is probable that a liability exists or a settlement will be
negotiated. See Note 13 of the Notes to Consolidated Financial Statements in
Item 8 of this Form 10-K for further discussion.
Results of Operations
Total revenues increased $9,177,000 and $7,920,000, or 9.2% and 7.8%, as
compared to 1994 and 1993, respectively.
Watch and clock revenues increased $6,725,000 and $6,555,000, or 7.2% and
7.0%, over 1994 and 1993, respectively. The increase is due to overall higher
unit prices and sales volume, and a favorable change in the product sales mix.
Unit prices increased 4.5% and 4.0%, while unit volume increased 2.6% and 2.9%
as compared to 1994 and 1993, respectively. The revenue increase reflects
increased sales of the Bulova watch brand, which posted increases of $4,171,000
and $10,152,000, or 8.5% and 23.5%, as compared to 1994 and 1993, respectively.
The expansion of the Marine Star sport watch collection, dress bracelet product,
and diamond collection are responsible for the growth of the Bulova brand.
Revenue increases were partially offset by declines in the Sportstime watch line
of $809,000 and $1,107,000, or 22.1% and 27.9%, which management believes is
attributable to the effects of the fall 1994 baseball and hockey strikes.
Royalties, interest and other revenues were primarily affected by the
$4,200,000 of interest income recognized during the second quarter of 1995,
related to the tax audit adjustment discussed above. The Company recorded a
favorable foreign currency adjustment of $1,472,000 in 1994 related to the shut-
down of its European facilities, and during 1993 recorded gains relating to the
disposition of a former defense manufacturing facility and Hong Kong Office in
the amount of $3,154,000. Exclusive of the above transactions, royalties,
interest and other revenues decreased by $276,000 and increased by $319,000 as
compared to 1994 and 1993. The decrease as compared to 1994 is related to
reduced royalties, partially offset by increased interest income. The increase
as compared to 1993 is attributable to increased interest income, partially
offset by reduced royalties.
The Company recognized $3,197,000, $3,780,000, and $3,535,000 in royalty
income in 1995, 1994, and 1993, respectively, which includes $106,000,
$1,484,000 and $2,162,000 of royalties under the "Benetton by Bulova" license
agreement for years ended 1995, 1994 and 1993, respectively. The license
agreement with Benetton expired September 30, 1994. The remaining royalty income
represents payments by a distributor and licensees in Europe, the Far East and
South America.
Cost of sales as a percentage of net sales decreased 0.3% and 2.4% as compared
to 1994 and 1993, respectively. The decrease is attributable to a change in the
product sales mix and improved procurement practices.
Environmental costs of $250,000 and $1,545,000 were included in selling,
general and administrative expenses for 1995 and 1994, respectively. Exclusive
of these items, selling, general and administrative expenses as a percentage of
net sales decreased 1.7% and 0.6% as compared to 1994 and 1993, respectively.
This decrease represents management's continued efforts to control discretionary
costs.
Income from continuing operations before income taxes increased $5,973,000 and
$5,048,000 as compared to 1994 and 1993 respectively. The increase is primarily
attributable to the recognition of the $4,200,000 of interest income from the
tax audit adjustment discussed above and increased sales, partially offset by
reduced royalty income.
7
The Company imports most of its watch and clock products. Foreign currency
fluctuations therefore, can have a material impact on operations. Approximately
10% of the Company's purchases are denominated in Japanese yen. As a result of
hedging practices adopted by the Company, foreign currency fluctuations have not
had a material impact on the results of operations for the years ended December
31, 1995, 1994 and 1993. Future foreign currency fluctuations, however, could
impact gross profit, income and cash flow.
Corporate
Related Parties - Loews has provided administrative services for which the
Company paid $700,000, $1,200,000 and $1,000,000 for the years ended December
31, 1995, 1994, and 1993, respectively. The cost allocated to the Company is
estimated to be the incremental cost incurred by Loews in providing these
services to the Company. Management believes that these costs, if incurred on a
stand-alone basis, could aggregate between $700,000 and $1,000,000. The
additional cost would reduce income and cash flow. See Note 2 of the Notes to
Consolidated Financial Statements in Item 8 of this Form 10-K.
Taxes - For the year ended December 31, 1995, income taxes include a charge of
$1,772,000 caused by the limitation on the utilization of certain tax attributes
in connection with the tax audit adjustment. For the year ended December 31,
1993 the Company recorded a tax benefit of $847,000 resulting from the Omnibus
Budget Reconciliation Act of 1993, enacted August 1993, which among other
things, increased the corporate tax rate from 34% to 35% effective January 1,
1993. In accordance with Statement of Financial Accounting Standards No. 109,
net deferred tax assets were adjusted for the effect of the change in tax rates
in the period enacted. See Note 8 of the Notes to Consolidated Financial
Statements in Item 8 of this Form 10-K.
Other - As previously discussed, in January 1995 the Company sold its
industrial and defense manufacturing business, BTI for $20,810,000 in cash. The
sale resulted in a pre-tax and after tax gain of $558,000 and $363,000,
respectively, which was recorded in the first quarter of 1995, and reported as
results from discontinued operations.
8
Item 8. Financial Statements and Supplementary Data.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
---------------------------
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Current assets:
Cash ........................................... $ 5,963,000 $ 3,857,000
Receivables-net (Notes 1 and 5) ................ 50,958,000 51,254,000
Inventories (Notes 1 and 6) .................... 38,914,000 35,750,000
Prepaid expenses ............................... 1,453,000 329,000
Deferred income taxes (Notes 1 and 8) .......... 7,470,000 10,004,000
Net assets of discontinued operations (Note 4).. 20,082,000
---------------------------
Total current assets ........................ 104,758,000 121,276,000
---------------------------
Property, plant and equipment, at cost (Notes 1
and 10):
Land, buildings and improvements ............... 14,090,000 14,083,000
Machinery and equipment ........................ 2,571,000 2,502,000
Furniture, fixtures and leasehold improvements . 3,597,000 3,513,000
---------------------------
20,258,000 20,098,000
Less accumulated depreciation and amortization . 7,998,000 7,348,000
---------------------------
12,260,000 12,750,000
---------------------------
Other assets:
Deferred income taxes (Notes 1 and 8) .......... 16,711,000 16,744,000
Other assets ................................... 398,000 265,000
---------------------------
17,109,000 17,009,000
---------------------------
Total assets ................................ $134,127,000 $151,035,000
===========================
</TABLE>
See Notes to Consolidated Financial Statements.
9
<TABLE>
<CAPTION>
December 31
--------------------------
1995 1994
------------------------------------------------------------------------------
<S> <C> <C>
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable ............................... $ 3,351,000 $ 5,569,000
Accrued expenses:
Salaries, wages and commissions .............. 2,462,000 2,116,000
Pension (Note 9) ............................. 1,328,000
Postretirement benefits (Note 9) ............. 1,746,000 1,298,000
Advertising .................................. 1,706,000 1,759,000
Warranty ..................................... 1,324,000 1,560,000
Other ........................................ 6,904,000 3,692,000
Accrued federal and foreign income taxes
(Notes 1 and 8) ............................... 55,000 518,000
Current installments of long-term debt (Note 10) 200,000 400,000
--------------------------
Total current liabilities .................... 17,748,000 18,240,000
--------------------------
Obligations under capital leases (Note 10) ....... 200,000
--------------------------
Other liabilities and credits:
Postretirement benefits payable (Note 9) ....... 43,143,000 43,183,000
Pension benefits payable (Note 9) .............. 4,712,000 2,581,000
Other .......................................... 3,061,000 4,901,000
--------------------------
50,916,000 50,665,000
--------------------------
Debt to affiliate:
10% note payable (Notes 1 and 2) ............... 19,000,000
--------------------------
Commitments and contingent liabilities (Notes 2,
4, 8, 9, 10 and 13)
Shareholders' equity (Note 1):
Common stock, $5 par value:
Authorized: 7,500,000 shares
Issued: 4,600,000 shares ..................... 22,999,000 22,999,000
Additional paid-in capital ..................... 23,197,000 23,197,000
Retained earnings .............................. 20,777,000 18,145,000
Cumulative translation adjustment .............. (1,081,000) (1,406,000)
Pension liability adjustment ................... (424,000)
--------------------------
65,468,000 62,935,000
Less 1,000 shares of common stock held in
treasury, at cost ............................. 5,000 5,000
--------------------------
Total shareholders' equity ................... 65,463,000 62,930,000
--------------------------
Total liabilities and shareholders' equity.... $134,127,000 $151,035,000
==========================
</TABLE>
10
Bulova Corporation and Subsidiaries
STATEMENTS OF CONSOLIDATED INCOME
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales .......................... $100,449,000 $ 93,724,000 $ 93,894,000
Royalties, interest and other
(Notes 3, 7 and 8) ................ 8,774,000 6,322,000 7,409,000
--------------------------------------
Total revenues .................. 109,223,000 100,046,000 101,303,000
--------------------------------------
Expenses:
Cost of sales ...................... 63,160,000 59,267,000 61,279,000
Selling, general and administrative
(Notes 2, 9 and 10) ............... 39,149,000 39,416,000 36,895,000
Interest:
Affiliate (Note 2) ............... 75,000 467,000 1,357,000
Others ........................... 83,000 113,000 64,000
--------------------------------------
Total expenses .................. 102,467,000 99,263,000 99,595,000
--------------------------------------
Income from continuing operations
before income taxes ................. 6,756,000 783,000 1,708,000
Income tax (expense) benefit (Notes 1
and 8) .............................. (4,487,000) (251,000) 203,000
--------------------------------------
Income from continuing operations .... 2,269,000 532,000 1,911,000
Discontinued operations of BTI (net of
tax of $195,000, $155,000 and
$254,000) (Note 4) .................. 363,000 302,000 603,000
--------------------------------------
Net income ...................... $ 2,632,000 $ 834,000 $ 2,514,000
======================================
Income per share (Note 1):
Income from continuing operations .. $.49 $.11 $.41
Discontinued operations of BTI ..... .08 .07 .13
--------------------------------------
Net income ...................... $.57 $.18 $.54
======================================
</TABLE>
See Notes to Consolidated Financial Statements.
11
Bulova Corporation and Subsidiaries
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Shareholders' Equity
-------------------------------------------------------------------------
Additional Cumulative Pension
Common Paid-in Retained Translation Liability Treasury
Stock Capital Earnings Adjustment Adjustment Stock
- --------------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance, Dec. 31, 1992 $22,999 $23,197 $14,797 $ 905 $(5)
Net income ........... 2,514
Exchange rate changes
during the year (net
of income taxes of
$165) ............... (306)
-------------------------------------------------------------------------
Balance, Dec. 31, 1993 22,999 23,197 17,311 599 (5)
Net income ........... 834
Exchange rate changes
during the year (net
of income taxes of
$287) ............... (533)
Foreign currency
adjustment .......... (1,472)
-------------------------------------------------------------------------
Balance, Dec. 31, 1994 22,999 23,197 18,145 (1,406) (5)
Net income ........... 2,632
Exchange rate changes
during the year (net
of income tax benefit
of $175) ............ 325
Pension liability
adjustment (Note 9) . $(424)
-------------------------------------------------------------------------
Balance, Dec. 31, 1995 $22,999 $23,197 $20,777 $(1,081) $(424) $(5)
=========================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
12
Bulova Corporation and Subsidiaries
STATEMENTS OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities:
Net income ........................... $ 2,632,000 $ 834,000 $ 2,514,000
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Amortization of investments ........ (345,000)
Depreciation and amortization ...... 667,000 608,000 1,127,000
(Gain) loss on disposition of
assets ............................ (558,000) 165,000 (3,446,000)
Provision for losses and cash
discounts on accounts receivable .. 2,174,000 2,577,000 3,262,000
Deferred income taxes .............. 2,567,000 39,000 1,995,000
Changes in operating assets and
liabilities-net:
Receivables ........................ (1,878,000) (6,099,000) (850,000)
Inventories ........................ (3,164,000) 4,528,000 9,728,000
Prepaid expenses ................... (1,124,000) 191,000 324,000
Net assets of discontinued
operations ........................ (4,637,000) (4,200,000)
Other assets ....................... (133,000) 127,000 (22,000)
Accounts payable and accrued
expenses .......................... 1,000 730,000 1,060,000
Accrued federal and foreign income
taxes ............................. (463,000) (637,000) 173,000
Other-net .......................... 152,000 (2,357,000) (1,393,000)
--------------------------------------
528,000 (3,931,000) 10,272,000
--------------------------------------
Investing activities:
Proceeds from disposal of BTI ....... 20,810,000
Purchases of U.S. government
securities ......................... (5,655,000)
Proceeds from sale of U.S. government
securities ......................... 6,000,000
Proceeds from disposal of property,
plant and equipment ................ 5,203,000
Purchases of property, plant and
equipment .......................... (177,000) (451,000) (524,000)
--------------------------------------
20,978,000 (451,000) 4,679,000
--------------------------------------
Financing activities:
Proceeds from debt to affiliate ..... 23,000,000 16,000,000
Principal payments on debt to
affiliate .......................... (19,000,000)(20,000,000) (31,000,000)
Principal payments on long-term debt (400,000) (400,000) (400,000)
--------------------------------------
(19,400,000) 2,600,000 (15,400,000)
--------------------------------------
Net change in cash .................... 2,106,000 (1,782,000) (449,000)
Cash, beginning of year ............... 3,857,000 5,639,000 6,088,000
--------------------------------------
Cash, end of year ..................... $ 5,963,000 $ 3,857,000 $ 5,639,000
======================================
</TABLE>
See Notes to Consolidated Financial Statements.
13
Bulova Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies:
(a) Affiliation: Loews Corporation ("Loews") owns approximately 97% of the
Company's outstanding voting stock.
(b) Principles of Consolidation: The consolidated financial statements
include all of its subsidiaries, which are 100% owned, and all material
intercompany accounts and transactions have been eliminated.
(c) Accounting Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
(d) Accounts Receivable: Watches and clocks are sold to retail outlets
throughout the United States and Canada. The Company grants its retailers
seasonal credit terms as well as extends credit on an interest-bearing basis.
For the years ended December 31, 1995 and 1994, accounts receivable were
substantially comprised of balances due from retailers.
(e) Inventories: Substantially all inventory is computed on a first-in,
first-out basis and are valued at lower of cost or market.
(f) Property, Plant and Equipment: Depreciation is calculated on the
straight-line method over the estimated useful lives of the various classes of
assets. Leasehold improvements are, if such period is shorter, amortized over
the life of the lease. Asset lives range from 2 to 12 years for machinery,
equipment, and furniture and fixtures and from 15 to 40 years for buildings and
improvements.
(g) Income Taxes: The Company is included in Loews consolidated tax return.
Under the tax allocation agreement, the Company is required to provide a current
tax provision calculated on a stand-alone basis. No provision is required for
undistributed earnings of subsidiaries, since substantially all of these
earnings may be remitted to the Company with little or no tax becoming payable.
(h) Net Income Per Share and Shareholders' Equity: Net income per share has
been computed on the basis of the weighted average number of shares outstanding
during the periods (4,599,000 for each of the three years ended December 31,
1995).
In addition to its common stock, the Company has authorized 500,000 shares of
preferred stock.
(i) Foreign Currency Adjustment: The effect of changes in exchange rates in
translating foreign currency financial statements is accumulated in a separate
component of shareholders' equity.
(j) Fair Value of Financial Instruments: The carrying amount of receivables
and long-term debt other than from affiliate, approximates fair value. The
Company does not maintain any significant banking relationships apart from
Loews. A discount rate therefore, commensurate with the credit, interest rate
and prepayment risks involved, which could be used to estimate fair value of the
14
affiliate receivable and payable cannot be practicably determined. Therefore,
management is not able to estimate the fair value of the affiliate receivable
and payable.
(k) Forward Exchange Contracts: In connection with purchases of inventory,
the Company has entered into forward exchange contracts in order to hedge its
exposure to fluctuations in foreign currency exchange rates. These agreements
generally involve the exchange of one currency for a second currency at some
future date. Counterparties to these agreements are major international
financial institutions. As of December 31, 1995, the U.S. dollar equivalent of
foreign currency contracts approximate $443,000. These agreements mature through
March 1996. As of December 31, 1994, there were no foreign currency contracts
outstanding.
(l) Reclassifications: Certain amounts applicable to prior periods have been
reclassified to conform to the classifications followed in 1995.
Note 2. Related Parties:
In 1979, the Company entered into a credit agreement with Loews (the "Credit
Agreement") which provides for unsecured loans, from time to time, in amounts
aggregating up to $50,000,000 with interest at 10% per annum. The Credit
Agreement initially expired in 1980, but the expiration date has been
periodically extended by the Company and Loews. It currently expires June 30,
1997. In January 1995, the balance was paid in full with the proceeds from the
sale of BTI (see Note 4).
Loews has provided administrative services for which the Company paid
$700,000, $1,200,000 and $1,000,000 for the years ended December 31, 1995, 1994
and 1993, respectively. In 1994 and 1993, the Company allocated $800,000 of
these administrative charges to BTI. The cost allocated to the Company is
estimated to be the incremental cost incurred by Loews in providing
administrative services to the Company. If the Company incurred these costs on a
stand-alone basis, it believes the costs incurred could aggregate between
$700,000 and $1,000,000 for the year ended December 31, 1995, and for the years
ended December 31, 1994 and 1993, between $1,200,000 and $1,500,000 and
$1,000,000 and $1,300,000, respectively.
Note 3. Asset Dispositions:
In 1993 the Company sold a former defense manufacturing facility and its
former Hong Kong office. These transactions resulted in pre-tax and after tax
gains of approximately $3,154,000 and $2,050,000, respectively, for the year
ended December 31, 1993.
Note 4. Discontinued Operations:
On January 17, 1995, Bulova Technologies, Inc. ("BTI"), the Company's
industrial and defense manufacturing business, was sold for $20,810,000 in cash.
The sale resulted in a pre-tax and after tax gain of approximately $558,000 and
$363,000, respectively. The Company applied $18,000,000 of the consideration
received to the repayment of the entire debt to affiliate.
The operating results of BTI have been reported separately as discontinued
operations in the Consolidated Financial Statements. The operating results for
the year ended December 31, 1995 were not material.
15
Summarized financial information of BTI is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------
1994 1993
---------------------------
<S> <C> <C>
Net sales ........................................ $ 52,600,000 $ 52,421,000
Cost of sales .................................... (45,117,000) (44,359,000)
Selling, general and administrative .............. (5,849,000) (5,920,000)
Interest expense ................................. (1,177,000) (1,285,000)
---------------------------
Income before income taxes ................... 457,000 857,000
Income taxes ..................................... (155,000) (254,000)
---------------------------
Income from discontinued operations .......... $ 302,000 $ 603,000
===========================
<CAPTION>
December 31, 1994
-----------------
<S> <C>
Cash ......................................................... $ 428,000
Accounts receivable .......................................... 6,699,000
Inventories .................................................. 16,246,000
Property, plant and equipment-net ............................ 7,834,000
Other assets ................................................. 623,000
-----------
Total assets .............................................. 31,830,000
-----------
Accounts payable ............................................. 3,761,000
Accrued expenses ............................................. 3,501,000
Current installment of long-term debt ........................ 408,000
Long-term debt ............................................... 2,288,000
Other long-term liabilities .................................. 1,790,000
-----------
Total liabilities ......................................... 11,748,000
-----------
Net assets of discontinued operations ..................... $20,082,000
===========
</TABLE>
During 1994 and 1993, the Company settled defense contract claims with the
U.S. government for approximately $2,370,000 and $1,950,000, respectively, which
amounts are included in net sales in the table above.
In 1993, the Company accrued $500,000 to settle a 1992 BTI customer dispute.
This charge is included in cost of sales in the table above.
Note 5. Accounts Receivable:
<TABLE>
<CAPTION>
December 31
----------------------------
1995 1994
----------------------------
<S> <C> <C>
Trade accounts and notes receivable ............ $53,316,000 $45,311,000
Other, including $8,126,000 due from affiliate
in 1994 (Note 8) .............................. 788,000 9,420,000
----------------------------
54,104,000 54,731,000
Less allowance for doubtful receivables and
cash discounts ................................ 3,146,000 3,477,000
----------------------------
Receivables-net .............................. $50,958,000 $51,254,000
============================
</TABLE>
16
Note 6. Inventories:
<TABLE>
<CAPTION>
December 31
----------------------------
1995 1994
----------------------------
<S> <C> <C>
Watches and clocks ............................. $35,914,000 $32,924,000
Jewelry ........................................ 135,000 430,000
Precious metals ................................ 328,000 450,000
Other .......................................... 2,537,000 1,946,000
----------------------------
$38,914,000 $35,750,000
============================
</TABLE>
Note 7. Quarterly Financial Data (Unaudited):
<TABLE>
<CAPTION>
1995 Quarters Ended 1994 Quarters Ended
-----------------------------------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
-----------------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues..$32,640 $27,114 $25,512 $23,957 $30,727 $27,220 $21,012 $21,087
Cost of sales... 19,298 15,805 13,703 14,354 17,553 16,219 13,037 12,458
Income (loss)
from continuing
operations .... 652 865 687 65 732 81 (469) 188
Per share ...... .14 .19 .15 .01 .16 .02 (.10) .04
Income (loss)
from
discontinued
operations .... 363 76 (30) 565 (309)
Per share ...... .08 .02 (.01) .12 (.07)
Net income
(loss)......... 652 865 687 428 808 51 96 (121)
Per share....... .14 .19 .15 .09 .18 .01 .02 (.03)
</TABLE>
In the fourth quarter of 1994, the Company increased its estimated legal and
settlement costs by $811,000 (see Note 13). In addition, the Company recorded a
favorable foreign currency adjustment of $1,472,000 related to the shut-down of
its European facilities, included in other income.
Note 8. Income Taxes:
The Company and Loews have a tax allocation agreement with respect to the
filing by Loews of consolidated federal income tax returns, which include the
Company and its subsidiaries. Under the agreement, the Company will (i) be paid
by Loews the amount, if any, by which Loews's consolidated federal income tax is
reduced by virtue of the inclusion of the Company and its subsidiaries in the
return, or (ii) pay to Loews an amount, if any, equal to federal income tax
which would have been payable by the Company if the Company and its subsidiaries
had filed a separate consolidated return. Under this agreement, the federal
income tax benefit to be received by the Company for the years ended December
31, 1995, 1994 and 1993 amounted to $831,000, $74,000 and $2,451,000,
respectively. Pursuant to this agreement, there was $55,000 payable to Loews as
of December 31, 1995. This agreement may be canceled by the Company or Loews
upon thirty days written notice.
17
Income before income tax (expense) benefit consisted of the following for
continuing operations:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Income before income taxes:
Domestic....................... $ 5,933,000 $ 382,000 $1,075,000
Foreign........................ 823,000 401,000 633,000
-------------------------------------------
Total........................ $ 6,756,000 $ 783,000 $1,708,000
===========================================
Income tax (expense) benefit:
Federal:
Current...................... $ (746,000) $ 289,000 $ 693,000
Deferred..................... (2,790,000) (116,000) (18,000)
State and local-current........ (700,000) (65,000) (132,000)
Foreign:
Current...................... (245,000) (310,000) (370,000)
Deferred..................... (6,000) (49,000) 30,000
-------------------------------------------
$(4,487,000) $(251,000) $ 203,000
===========================================
</TABLE>
In 1993 the Company increased its deferred tax asset by $847,000 due to a 1%
increase in the corporate tax rate.
Deferred tax assets are as follows:
<TABLE>
<CAPTION>
December 31
----------------------------
1995 1994
----------------------------
<S> <C> <C>
Employee benefits............................... $23,078,000 $24,055,000
Inventory....................................... 5,856,000 8,161,000
Accrued expenses................................ 1,963,000 2,353,000
Accounts receivable............................. 1,116,000 1,261,000
Tax loss carryforward........................... 785,000 902,000
----------------------------
32,798,000 36,732,000
Valuation allowance............................. (8,617,000) (9,984,000)
----------------------------
$24,181,000 $26,748,000
============================
</TABLE>
The valuation allowance relates to state and local temporary differences and
loss carryforwards.
Income taxes differ from that computed at the U.S. statutory rate for the
following reasons:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Income taxes computed at
statutory rate.................. $2,365,000 $ 274,000 $ 598,000
Increase (decrease) in taxes
resulting from:
Tax rate change ............... (847,000)
State and local taxes, net
of federal benefit ........... 455,000 42,000 86,000
Foreign taxes, net of foreign
tax credit ................... (43,000) (38,000) 35,000
Permanent differences ......... 38,000 (482,000) (13,000)
Tax settlement ................ 1,772,000
(Benefit) expense related to
prior years' losses .......... (177,000) 292,000 (25,000)
Other ......................... 77,000 163,000 (37,000)
-------------------------------------------
Income tax expense (benefit) . $4,487,000 $ 251,000 $(203,000)
===========================================
</TABLE>
18
Federal, foreign, state and local income tax (refunds) payments amounted to
approximately $(6,022,000), $(2,314,000) and $1,814,000 for the years ended
December 31, 1995, 1994 and 1993, respectively.
At December 31, 1995 the Company had state and local operating loss
carryforwards of approximately $6,697,000 which expire between 1999 and 2002.
Federal income tax returns have been settled through 1990 and the years 1991
through 1994 are currently under examination. While tax liabilities for
subsequent years are subject to audit and final determination, in the opinion of
management the amount accrued in the consolidated balance sheet is believed to
be adequate to cover any additional assessments which may be made by federal,
state and local tax authorities and should not have a material effect on the
financial position and results of operations of the Company. During the second
quarter of 1995, the Company reached a tax settlement in connection with the
examination of the Loews consolidated tax returns for the 1984 through 1990 tax
years. As a result of the settlement, the Company received $4,200,000 of
interest and recorded $1,772,000 of tax expense caused by the limitation on the
utilization of certain tax attributes. This transaction resulted in pre-tax and
after tax income of $4,200,000 and $958,000, respectively.
The Company's Canadian tax returns for the years 1984 through 1992 are
currently under examination. The Company is contesting significant assessments
with respect to these examinations. In the opinion of the Company, the
additional tax and interest, if any, resulting from these assessments should not
have a material effect on its consolidated financial position or results of
operations.
Note 9. Retirement Plans:
Pension Plans: The Company maintains non-contributory pension plans for all of
its employees in the United States. Separate retirement plans are maintained by
the Company's Canadian subsidiary, which are not material.
Pension cost of the U.S. plans includes the following components:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned .... $ 517,000 $ 740,000 $ 657,000
Interest cost ................... 1,761,000 1,652,000 1,609,000
Return on assets-(gain) loss..... (3,271,000) 424,000 (1,029,000)
Net amortization and deferrals .. 1,564,000 (1,764,000) (489,000)
-------------------------------------------
Net pension cost ............ $ 571,000 $ 1,052,000 $ 748,000
===========================================
19
The status of the underfunded U.S. plans were as follows:
<CAPTION>
December 31
---------------------------
1995 1994
---------------------------
<S> <C> <C>
Actuarial present value of
benefit obligations:
Accumulated benefit obligation............... $23,618,000 $18,590,000
==========================
Accumulated vested benefit obligation ....... $22,864,000 $18,031,000
==========================
Projected benefit obligation .................. $26,424,000 $20,684,000
Plan assets at fair value ..................... 19,575,000 14,194,000
--------------------------
Projected benefit obligation over plan assets . 6,849,000 6,490,000
Unrecognized net asset at January 1 ........... 2,392,000 2,870,000
Unrecognized net loss ......................... (5,850,000) (3,165,000)
Unrecognized prior service cost ............... (40,000) (45,000)
Additional minimum liability .................. 693,000
--------------------------
Accrued pension cost ........................ $ 4,044,000 $ 6,150,000
==========================
The rates used in the actuarial assumptions were:
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Discount rate .................... 7.00% 8.75% 7.50%
Rate of compensation increase .... 5.50% 6.25% 5.75%
Expected long-term rate of return
on assets ....................... 8.75% 7.50% 8.50%
</TABLE>
The Company's funding policy is to make contributions in accordance with
applicable governmental requirements. The assets of the plans are invested
primarily in interest-bearing obligations. Benefits are determined based on
compensation during each year of credited service. Included in prepaid expense
is $668,000 of contributions in excess of the minimum funding requirement.
At December 31, 1995, the Company's minimum pension liability exceeded its
unrecognized prior service cost and net transition obligation by $693,000. This
excess is recorded as a reduction to shareholders' equity of $424,000, net of
tax benefits of $229,000 and intangible assets of $40,000.
Other Postretirement Benefit Plans: The Company maintains postretirement
health care plans covering eligible employees and retirees. Participants
generally become eligible upon retirement at age 55 and 10 years of service or
upon completion of 20 years of service. Another plan covers certain employees
who had accumulated 10 years of service and were age 55 or who had 20 years of
service as of October 1, 1987. The benefits provided by the Company are
basically health, and for certain retirees, life insurance type benefits.
The rates used in the actuarial assumptions were:
<TABLE>
<CAPTION>
December 31
-----------------------------
1995 1994
-----------------------------
<S> <C> <C>
Net periodic postretirement benefit cost ....... 8.75% 7.50%
Accumulated postretirement benefit liability ... 7.00% 8.75%
20
The following table sets forth the postretirement plan's status:
<CAPTION>
December 31
----------------------------
1995 1994
----------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees ..................................... $22,624,000 $22,887,000
Fully eligible active plan participants ...... 4,028,000 4,214,000
Other active plan participants ............... 3,428,000 2,950,000
----------------------------
30,080,000 30,051,000
Unrecognized prior service cost .............. 679,000 91,000
Unrecognized net gain ........................ 14,130,000 14,339,000
----------------------------
Accrued postretirement benefit liability .... $44,889,000 $44,481,000
============================
Postretirement benefit cost includes the following components:
<CAPTION>
Year Ended December 31
------------------------------------------
1995 1994 1993
------------------------------------------
<S> <C> <C> <C>
Service costs .................. $ 438,000 $ 562,000 $ 652,000
Interest costs ................. 1,714,000 2,595,000 3,179,000
------------------------------------------
Net periodic postretirement
benefit cost ............... $2,152,000 $3,157,000 $3,831,000
==========================================
</TABLE>
For measurement purposes, a trend rate of 13.0% pre-65 and 10.0% post-65, for
covered costs was used. These trend rates are expected to decrease gradually to
6.5% at 0.5% per annum. An increase of one percentage point in assumed health
care cost trend rates would increase the accumulated postretirement benefit
obligation by approximately $2,750,000 and the net periodic postretirement
benefit cost by approximately $240,000.
Note 10. Leases:
The Company leases certain of its warehouse and office facilities. Other
leases cover machinery and equipment. Net book value of assets held under
capital leases, included in property, plant and equipment, amounted to
$4,489,000 and $4,567,000 (net of accumulated amortization of $836,000 and
$758,000) for the years ended December 31, 1995 and 1994, respectively.
21
The following is a schedule of future minimum lease payments under capital and
operating leases for the five years ending December 31, 2000, together with the
present value of net minimum lease payments of capital leases at December 31,
1995:
<TABLE>
<CAPTION>
Minimum Rentals
----------------------------
Capital Operating
Leases Leases
----------------------------
<S> <C> <C>
Years Ending December 31,
1996 ......................................... $ 206,000 $ 475,000
1997 ......................................... 382,000
1998 ......................................... 362,000
1999 ......................................... 377,000
2000 ......................................... 380,000
---------------------------
Total minimum lease payments ................... 206,000 $1,976,000
==========
Less amount representing interest .............. 6,000
----------
Present value of net minimum lease payments .... $ 200,000
==========
</TABLE>
Note 11. Foreign Operations:
Foreign currency items included in the Consolidated Financial Statements are
as follows:
<TABLE>
<CAPTION>
December 31
----------------------------
1995 1994
----------------------------
<S> <C> <C>
Current assets ................................. $13,247,000 $11,329,000
Non-current assets ............................. 237,000 233,000
Current liabilities ............................ 2,565,000 2,420,000
Non-current liabilities ........................ 77,000
Retained earnings .............................. 2,874,000 2,302,000
Cumulative translation adjustment .............. (1,081,000) (1,406,000)
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Sales ........................... $12,914,000 $11,859,000 $13,604,000
Net income ...................... 572,000 401,000 633,000
</TABLE>
Note 12. Business Segment Information:
The Company is engaged principally in the sale of watches and clocks through
the brand names of Bulova, Caravelle and Accutron with substantially all of its
sales in the United States and Canada. Substantially all watches and clocks are
purchased from foreign suppliers.
22
The following table sets forth, for the periods indicated, identifiable assets
and certain operating information.
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Geographic Area Information:
Net Sales:
Unaffiliated customers:
United States .............. $ 87,535,000 $ 81,865,000 $ 80,276,000
Canada ..................... 12,914,000 11,859,000 13,604,000
Europe ..................... 14,000
-------------------------------------------
$100,449,000 $ 93,724,000 $ 93,894,000
===========================================
Inter-area sales to affiliates
(a):
United States .............. $ 2,664,000 $ 1,901,000 $ 2,658,000
Europe ..................... 738,000 741,000
-------------------------------------------
$ 2,664,000 $ 2,639,000 $ 3,399,000
===========================================
Income (loss) contribution (b):
United States ................ $ 6,676,000 $ 796,000 $ 2,434,000
Canada ....................... 823,000 1,126,000 1,102,000
Europe ....................... (21,000) 20,000
-------------------------------------------
$ 7,499,000 $ 1,901,000 $ 3,556,000
===========================================
Identifiable assets:
United States ................ $120,643,000 $139,473,000 $137,510,000
Canada ....................... 13,484,000 11,562,000 11,906,000
Europe ....................... 449,000
-------------------------------------------
$134,127,000 $151,035,000 $149,865,000
===========================================
(a) Inter-area sales to affiliates are reflected at the cost of the
manufacturing location plus a margin. The amount of export sales from the United
States to unaffiliated customers is not material.
(b) Consists of income (loss) from continuing operations before interest
expense, corporate expenses and income taxes.
</TABLE>
Note 13. Contingencies and Litigation:
(a) Environmental Matters - During 1991 the Company settled a lawsuit
commenced by the owner of property formerly owned by the Company which sought
damages under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, for alleged environmental contamination at the property.
Under the settlement agreement the Company assumed responsibility for the clean-
up of the property and agreed to pay to the owner $50,000 per year until the
clean-up is completed. Based on the information available at that time, the
Company provided $1,000,000 for estimated clean-up costs. In 1992 the Company
became aware of additional facts and provided an additional $250,000. The
Company received revised cost estimates in 1994 based upon which the Company
accrued an additional $484,000 to provide for the minimum level of clean-up
expense to be required.
During 1994 the Company became aware of an environmental contaminate which was
discovered in the ground water of a former defense manufacturing facility. The
Company accrued $250,000 to provide for the estimated clean-up costs to be
required. Additional testing and further evaluation is
23
required before a definitive cost of ultimate clean-up can be determined.
Therefore, the liability accrued by the Company may require revisions in the
future.
During the third quarter of 1995, the Company provided for a liability of
$150,000 in relation to an environmental condition at a former Jackson Heights,
N.Y. watch manufacturing facility which the Company agreed to remediate in
October 1995.
During the fourth quarter of 1995, the Company became aware of an
environmental condition at its Woodside, N.Y. facility. Testing and evaluation
of the site remain in its preliminary stages. Based upon the information
available, the Company provided $100,000 during the fourth quarter of 1995 for
the estimated clean-up expense required. Additional testing and further
evaluation is required before a definitive cost of ultimate clean up can be
determined. Therefore, the liability accrued may require future revisions.
The estimated environmental liability recognized in the Company's financial
statements to date of $2,584,000 represents the minimum of the Company's
estimated range in equally likely outcomes; the upper limit of that range is
approximately $3,184,000.
(b) Executive Life - In April 1991 Executive Life Insurance Company
("Executive Life"), the insurance company that had issued annuity policies to
the Company's retirees, was placed in conservatorship under the laws of
California, the state in which Executive Life is domiciled. The Company has been
making up any shortfall which resulted from such conservatorship to those
retirees who were not receiving their full retirement payment from Executive
Life.
In 1993 the Superior Court of the State of California approved a revised plan
of rehabilitation (the "Revised Plan") for Executive Life. Under the Revised
Plan, (i) Aurora National Life Assurance Company ("Aurora") has assumed the
obligations of Executive Life under annuity policies for those Company retirees
who elect to participate in the Revised Plan, but at a reduced rate and (ii) The
National Organization of Life and Health Guaranty Associations ("NOLHGA") on
behalf of participating state life and health insurance guaranty associations,
has agreed to pay the balance of the original Executive Life annuity obligation
with respect to substantially all of the participating retirees. The Company has
agreed to make up any remaining shortfall ("Remaining Shortfall") with respect
to any participating retiree who does not receive his or her full entitlement
from Aurora and NOLHGA.
In 1993 the Company entered into an agreement with the Department of Labor in
which the Department of Labor acknowledged the termination of its investigation
concerning the purchase of the Executive Life annuity. Pursuant to that
agreement, the Company has amended its retirement plan to make up any Remaining
Shortfall. This agreement further provides that should Aurora or NOLHGA fail to
pay any amount required to be paid by them under the Revised Plan, the Company
would cause such payment to be made.
(c) Other - In 1994 the Company provided $811,000 to cover the estimated legal
and or settlement costs related to an action which was settled in 1995.
It is not possible to predict the outcome of pending litigation; however, on
the basis of the facts presently known to it, management does not believe the
actions pending will have a material adverse effect on the financial condition
or results of operations of the Company. Should additional facts arise in the
future indicating a probable adverse determination of any such actions, such
ultimate determination might have a material adverse effect upon the Company's
financial condition.
24
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) Directors.
<TABLE>
<CAPTION>
Principal Occupations Director of
During Past Five Years the Company
Name Age and Other Directorships Since
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Andrew H. Tisch ..... 46 Chairman of the Board of the Company and 1979
Chairman of the Management Committee of
Loews's Board of Directors since 1995.
Prior thereto he had been Chairman of the
Board and Chief Executive Officer of
Lorillard Tobacco Company, a wholly owned
subsidiary of Loews. Mr. Tisch is also
a director of Zale Corporation.
Herbert C. Hofmann .. 53 President and Chief Executive Officer 1979
of the Company. Mr. Hofmann is also a
director of Diamond Offshore Drilling,
Inc. (70% owned subsidiary of Loews)
and also serves as Senior Vice President
of Loews.
Harry B. Henshel .... 77 Vice Chairman of the Board. 1958
Laurence A. Tisch ... 73 Co-Chairman of the Board and Co-Chief 1979
Executive Officer of Loews. Mr. Tisch
is also Chief Executive Officer and
director of CNA Financial Corporation
("CNA")(84% owned subsidiary of Loews).
Mr. Tisch also serves as a director of
Automatic Data Processing, Inc. and
Federated Department Stores, Inc.
Preston R. Tisch .... 69 Co-Chairman of the Board and Co-Chief 1988
Executive Officer of Loews. Mr. Tisch
is also a director of CNA, Hasbro, Inc.
and Rite Aid Corporation.
</TABLE>
Messrs. Laurence A. Tisch and Preston R. Tisch are brothers and Mr.
Andrew H. Tisch is the son of Mr. Laurence A. Tisch. There are no other
family relationships among any of the Company's directors.
Each director serves until the annual meeting of shareholders next
succeeding his election and until his successor shall have been duly
elected and qualified.
25
(b) Executive Officers.
<TABLE>
<CAPTION> First Became
Name Position and Offices Held Age an Officer
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Herbert C. Hofmann ..... President and Chief Executive 53 1985
Officer
Warren J. Neitzel ...... General Counsel and Corporate 45 1993
Secretary
John T. O'Reilly ....... Controller 35 1996
Paul S. Sayegh ......... Chief Operating Officer 52 1979
</TABLE>
There are no family relationships among the above. Officers are elected
and hold office until their successors are elected and qualified, and are
subject to removal by the Board of Directors. All officers of the Company,
except Mr. O'Reilly, have been engaged actively and continuously in the
business of the Company and its subsidiaries for more than the past five
years.
Prior to his appointment as General Counsel and Corporate Secretary, Mr.
Neitzel served as Senior Counsel for the Company's former defense
subsidiary since 1980.
Mr. O'Reilly served as Assistant Controller for approximately two years
prior to his appointment as Controller. Prior thereto he served, since
1990, as Treasurer of CLAS International, a hotel reservation service
affiliated with Loews.
Item 11. Executive Compensation.
The following table sets forth information for the years indicated
regarding the compensation of the chief executive officer and each of the
other two most highly compensated executive officers of the Company whose
compensation exceeded $100,000 as of December 31, 1995, for services in
all capacities to the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Principal Position Year Salary
----------------------------------------------------------------------------
<S> <C> <C>
Herbert C. Hofmann 1995 $ -
President and Chief Executive Officer (a) 1994 -
1993 -
Paul S. Sayegh 1995 223,000
Chief Operating Officer 1994 212,000
1993 200,000
Warren J. Neitzel 1995 130,000
General Counsel and Corporate Secretary 1994 112,000
1993 104,108
- --------------
(a) Mr. Hofmann is compensated by Loews. Included in the charges to the
Company under a Service Agreement, as discussed in Item 13 of this Form
10-K, was $200,000 for Mr. Hofmann's services in 1995 and 1994. Loews did
not charge the Company for Mr. Hofmann's services prior to 1994.
</TABLE>
Information with respect to certain non-cash compensation made available
to the Company's executive officers in 1995, has not been
26
included because the incremental costs thereof to the Company was below the
Securities and Exchange Commission's required disclosure threshold.
(b) Compensation Pursuant to Plans.
The Company provides a non-contributory retirement plan (the "Plan") for
all employees, except for those covered by Loews's benefit plans, which
Plan provides pensions upon retirement at one and one-half per cent of the
employee's annual compensation during each year of credited service after
December 31, 1976, plus one and one-half per cent of annual compensation
for the year 1976 multiplied by the number of years of credited service
rendered prior to January 1, 1977. Compensation under the Plan includes
all compensation as an employee included in the table above. Pension
benefits are not subject to reduction for Social Security benefits or
other amounts. The following table shows estimated annual benefits payable
upon retirement under the Plan for various amounts of average compensation
and years of credited service, based upon retirement in 1995 and a
straight life annuity form of pension. Other forms of pension payments are
also available under the Plan. Pension benefits may be limited by the
Internal Revenue Code.
<TABLE>
<CAPTION>
Estimated Annual Pension for Representative
Remuneration Years of Credited Service
------------ --------------------------------------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 50,000................. $11,250 $15,000 $18,750 $ 22,500 $ 26,250
75,000................. 16,875 22,500 28,125 33,750 39,375
100,000................. 22,500 30,000 37,500 45,000 52,500
125,000................. 28,125 37,500 46,875 56,250 65,625
150,000................. 33,750 45,000 56,250 67,500 78,750
175,000................. 39,375 52,500 65,625 78,750 91,875
200,000................. 45,000 60,000 75,000 90,000 105,000
225,000................. 50,625 67,500 84,375 101,250 118,125
The years of credited service and the estimated annual retirement
benefit payable at normal retirement age for the following officers are as
follows:
<CAPTION>
Estimated Annual
Name Years Retirement Benefit
---- ----- ------------------
<S> <C> <C>
Herbert C. Hofmann*
Warren J. Neitzel 15 $50,619
Paul S. Sayegh*
*Not covered under the Plan.
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
The only person known to the Registrant to be the beneficial owner of
more than 5% of any class of Registrant's voting securities is Loews,
which owns beneficially 4,459,859 shares of the outstanding Common Stock
of Registrant as of February 29, 1996 constituting approximately 97% of
the total shares of Common Stock outstanding. Loews's principal executive
offices are located at 667 Madison Avenue, New York, New York 10021-8087.
For information with respect to the principal holders of the outstanding
voting securities of Loews, see Item 12 (b) below.
27
(b) Security Ownership of Management.
The following table sets forth certain information, as of February 29,
1996, with respect to the shares of Registrant's Common Stock and shares
of Loews Common Stock beneficially owned by each of the directors of the
Company and executive officers named above and by all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
Shares of
Name of Individual Shares of Loews
or Number of Common Stock Percent of Common Percent of
Persons in Group (1) Class Stock(1) Class
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harry B. Henshel ..... 100 *
Herbert C. Hofmann ... 400(2) *
Warren J. Neitzel ....
John T. O'Reilly .....
Paul S. Sayegh .......
Andrew H. Tisch ...... 2,000(3) *
Laurence A. Tisch .... 18,559,912 15.8%
Preston R. Tisch ..... 18,559,912 15.8%
All directors and
executive officers as
a group (8 listed
above) .............. 100 * 37,122,224 31.5%
* Represents less than 1% of the outstanding shares of stock.
(1)Except as otherwise indicated, the persons listed as beneficial
owners of shares of stock have sole voting and investment power with
respect to such shares.
(2)Does not include 350 shares of Loews Common Stock owned by a child as
to which Mr. Hofmann disclaims any beneficial interest.
(3)In addition, 372 shares of Loews Common Stock are owned by Mr.
Tisch's son, as to which Mr. Tisch disclaims any beneficial interest and
60,000 shares of Loews Common Stock are held by a charitable foundation as
to which Mr. Tisch has shared voting and investment power.
</TABLE>
Item 13. Certain Relationships and Related Transactions.
The Company and Loews have entered into a credit agreement (the "Credit
Agreement") providing for unsecured loans by Loews, from time to time, in
amounts aggregating up to $50,000,000, bearing interest at the rate of 10%
per annum currently expiring on June 30, 1997. No amounts are currently
outstanding.
The Company and Loews have entered into a tax allocation agreement with
respect to the filing by Loews of consolidated federal income tax returns
which include the Company and its subsidiaries. Under this agreement, the
Company will (i) be paid by Loews the amount, if any, by which Loews's
consolidated federal income tax is reduced by virtue of the inclusion of
the Company and its subsidiaries in Loews's consolidated federal income
tax return or (ii) pay to Loews an amount, if any, equal to the federal
income tax which would have been payable by the Company if the Company and
its subsidiaries had filed a separate consolidated return. This agreement
may be cancelled by the Company or Loews upon thirty days written notice.
Pursuant to this agreement, $55,000 was payable to Loews for the year
ended December 31, 1995.
28
The Company and Loews have entered into a services agreement pursuant to
which Loews provides to the Company various administrative services,
including among other things, data processing, purchasing, accounts
payable, printing services, tax return preparation and cash management
services. In addition, the Company provides Loews with warehousing and
printing services. Pursuant to this agreement, each party reimburses the
other in an amount not to exceed the allocated cost of the services
provided. The Company and Loews paid $700,000 and $149,000, respectively,
for services provided during 1995. Although the Company cannot practicably
estimate the administrative costs which it would incur on a stand-alone
basis, it believes that had the agreement with Loews for administrative
services not been in place during 1995, the Company could have incurred
costs aggregating between $700,000 and $1,000,000. In addition, the
Company has reimbursed to Loews approximately $571,000 in salaries and
related employee benefits for 1995 for employees of Loews on loan to the
Company.
The Company participates in blanket insurance policies, primarily
relating to property and casualty and general liability insurance,
maintained by Loews which cover properties and facilities of Loews and
certain of its subsidiaries, including the Company. The Company reimbursed
to Loews approximately $492,000 for premiums paid with respect to 1995.
Certain of the Company's employee health and life insurance benefits are
provided by an insurance subsidiary of CNA. Premiums and fees for such
insurance amounted to approximately $355,000 for 1995.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. The consolidated financial statements appear above under Item 8.
The following additional financial data should be read in conjunction with
those financial statements. Schedules not included with these additional
financial data have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or
notes to consolidated financial statements.
<TABLE>
<CAPTION>
Page
Number
------
2. Financial statement schedules:
<S> <C>
Independent Auditors' Report...................................... 33
Bulova Corporation and Subsidiaries:
Schedule II-Valuation and Qualifying Accounts................... 34
29
<CAPTION>
3. Exhibits: Exhibit
Description Number
----------- -------
<S> <C> <C>
(3) Articles of Incorporation and By-Laws
Restated Certificate of Incorporation, dated May 25, 1964, and
filed on August 4, 1964 as Exhibit 3(a) to Amendment No. 2 to
Registrant's Registration Statement on Form S-1 (Reg. No. 2-22576),
incorporated herein by reference. Copies of amendments thereto,
dated July 26, 1966, April 22, 1969 and July 2, 1969, incorporated
herein by reference to Exhibit 3(a) of Registrant's Annual Report
on Form 10-K for the year ended December 31, 1980. Copy of
Certificate of Change thereto, dated November 25, 1985,
incorporated herein by reference to Exhibit 3(a) of Registrant's
Annual Report on Form 10-K for the year ended December 31, 1985.
Copy of Certificate of Change thereto, dated July 14, 1987,
incorporated herein by reference to Exhibit 3(a) of Registrant's
Annual Report on Form 10-K for the year ended December 31, 1987.
Copy of Certificate of Amendment thereto, dated June 16, 1988,
incorporated herein by reference to Exhibit 3(a) of Registrant's
Annual Report on Form 10-K for the year ended December 31, 1988 .. 3(a)
By-laws currently in effect and incorporated herein by reference
to Exhibit 3(b) of Registrant's Annual Report on Form 10-K for
the year ended December 31, 1984 ............................... 3(b)
(4) Instruments Defining the Rights of Security Holders, Including
Indentures
Registrant hereby agrees to furnish to the Commission upon request
copies of instruments with respect to certain long-term debt which
have not been filed as an exhibit to this report, pursuant to
Item 601 (b)(4)(iii) of Regulation S-K.
(10) Material Contracts
Merger Agreement entered into on January 17, 1995, by Bulova
Technologies, Inc., a New York corporation ("BTI"), BTI
Acquisition Corporation, a Delaware corporation, and Bulova
Corporation, a New York corporation, the form of which was filed
as part of Exhibit (2) to Registrant's Report on Form 8-K dated
January 17, 1995, and incorporated herein by reference ......... 10(a)
Credit Agreement between Loews Corporation and Registrant dated
as of September 19, 1979, the form of which was filed as part of
Exhibit (2) of Item 9(a) of Registrant's Report on Form 10-Q for
the quarter ended September 30, 1979, and incorporated herein by
reference ...................................................... 10(b)
Federal Income Tax Allocation Agreement between Loews Corporation
and Registrant dated as of March 12, 1980 and effective April 1,
1979, incorporated herein by reference to Exhibit 10(b) of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987 .............................................. 10(c)
Corporate Services Agreement between Loews Corporation and
Registrant dated as of January 1, 1987, incorporated herein by
reference to Exhibit 10(c) of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987 ................. 10(d)
30
<CAPTION>
Description Number
----------- -------
<S> <C> <C>
(21) Subsidiaries of the Registrant
List of subsidiaries of Registrant ............................. 21*
(27) Financial Data Schedule ........................................ 27*
*Filed herewith
(b) Reports on Form 8-K:
There were no reports on Form 8-K for the three months ended December
31, 1995.
31
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.
BULOVA CORPORATION
Dated: March 27, 1996 By /s/Paul S. Sayegh
--------------------------------
(Paul S. Sayegh, Chief Operating
Officer and Principal Financial
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Dated: March 27, 1996 By /s/Herbert C. Hofmann
-------------------------------
(Herbert C. Hofmann, President,
Chief Executive Officer and
Director)
Dated: March 27, 1996 By /s/Paul S. Sayegh
-------------------------------
(Paul S. Sayegh, Chief Operating
Officer and Principal Financial
Officer)
Dated: March 27, 1996 By /s/John T. O'Reilly
-------------------------------
(John T. O'Reilly, Controller
and Principal Accounting
Officer)
Dated: March 27, 1996 By /s/Harry B. Henshel
-------------------------------
(Harry B. Henshel, Director)
Dated: March 27, 1996 By /s/Andrew H. Tisch
--------------------------------
(Andrew H. Tisch, Director)
Dated: March 27, 1996 By /s/Laurence A. Tisch
--------------------------------
(Laurence A. Tisch, Director)
Dated: March 27, 1996 By /s/Preston R. Tisch
--------------------------------
(Preston R. Tisch, Director)
32
INDEPENDENT AUDITORS' REPORT
The Board of Directors and
Shareholders of Bulova Corporation:
We have audited the accompanying consolidated balance sheets of Bulova
Corporation and its subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995.
Our audits also included the financial statement schedule listed in the
index at Item 14(a)2. These financial statements and financial statement
schedule are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Bulova Corporation and
its subsidiaries at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles. Also, in our opinion such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, present fairly in all material respects the information
set forth therein.
Deloitte & Touche LLP
New York, New York
February 14, 1996
33
Schedule II
BULOVA CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
</TABLE>
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
Balance at charged to Balance at
beginning costs and end of
Description of Period expenses Deductions Period
----------- -------------------------------------------------
<CAPTION>
Year Ended December 31, 1995
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts ................... $3,022,000 $ 872,000 $1,182,000(a) $2,712,000
Allowance for cash discounts 455,000 1,302,000 1,323,000 434,000
-------------------------------------------------
$3,477,000 $2,174,000 $2,505,000 $3,146,000
=================================================
Allowance for loss on
investment in unconsolidated
subsidiary ................. $ 529,000 $ 529,000
========== ==========
<CAPTION>
Year Ended December 31, 1994
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts ................... $2,563,000 $1,675,000 $1,216,000(a) $3,022,000
Allowance for cash discounts 391,000 902,000 838,000 455,000
-------------------------------------------------
$2,954,000 $2,577,000 $2,054,000 $3,477,000
=================================================
Allowance for loss on
investment in unconsolidated
subsidiary ................. $ 529,000 $ 529,000
========== ==========
<CAPTION>
Year Ended December 31, 1993
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts .................. $2,709,000 $1,946,000 $2,092,000(a) $2,563,000
Allowance for cash discounts 358,000 1,316,000 1,283,000 391,000
-------------------------------------------------
$3,067,000 $3,262,000 $3,375,000 $2,954,000
=================================================
Allowance for loss on
investment in unconsolidated
subsidiary ................. $ 529,000 $ 529,000
========== ==========
- -------------
(a) Includes doubtful accounts written off net of recoveries.
34
</TABLE>
Exhibit 21
BULOVA CORPORATION
Subsidiaries of the Registrant
December 31, 1995
<TABLE>
<CAPTION>
Organized under
Name of Subsidiary the Laws of Business Names
------------------ --------------- --------------
<S> <C> <C>
Bulova Watch Company Limited Canada Bulova
</TABLE>
The names of certain subsidiaries which, if considered as a single
subsidiary, would not constitute a "significant subsidiary" as defined in
Regulation S-X have been omitted.
35
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,963
<SECURITIES> 0
<RECEIVABLES> 54,104
<ALLOWANCES> 3,146
<INVENTORY> 38,914
<CURRENT-ASSETS> 104,758
<PP&E> 20,258
<DEPRECIATION> 7,998
<TOTAL-ASSETS> 134,127
<CURRENT-LIABILITIES> 17,748
<BONDS> 0
<COMMON> 22,999
0
0
<OTHER-SE> 42,464
<TOTAL-LIABILITY-AND-EQUITY> 134,127
<SALES> 100,449
<TOTAL-REVENUES> 109,223
<CGS> 63,160
<TOTAL-COSTS> 63,160
<OTHER-EXPENSES> 36,975
<LOSS-PROVISION> 2,174
<INTEREST-EXPENSE> 158
<INCOME-PRETAX> 6,756
<INCOME-TAX> 4,487
<INCOME-CONTINUING> 2,269
<DISCONTINUED> 363
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,632
<EPS-PRIMARY> .57
<EPS-DILUTED> 0
</TABLE>
