BULOVA CORP
10-Q, 2000-11-14
WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

[x]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

 

         OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

 

        OF THE SECURITIES EXCHANGE ACT OF 193 4

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, NY 11377-7874
Address of principal executive offices (Zip code)


(718) 204-3300
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)

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      

   

Class
 
Outstanding at November 1, 2000

Common stock, $5 par value

 

4,599,857 shares



Page 1

BULOVA CORPORATION

INDEX TO QUARTERLY REPORT ON
FORM 10-Q FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION

For the quarterly period ended September 30, 2000

Item
No.

Part I. Financial Information

Page
No.

     

1.

Financial Statements

 
 

  Consolidated Condensed Balance Sheets
    September 30, 2000 and December 31, 1999

3

     
 

  Consolidated Condensed Statements of Income

 
 

    Three and nine months ended September 30, 2000 and 1999

4

     
 

Consolidated Condensed Statements of Cash Flows

 
 

    Nine months ended September 30, 2000 and 1999

5

     
 

 Notes to Consolidated Condensed Financial Statements

6

     

2.

 Management’s Discussion and Analysis of Financial Condition and Results of  Operations

9

     
 

Part II. Other Information

 
     

6.

Exhibits and Reports on Form 8-K

11

     
 

Exhibit 27-Financial Data Schedule for the nine months ended September 30, 2000

12

     

Page 2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BULOVA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands)


     
 

September 30,

December 31,

Assets

2000 

1999 


Current Assets:

   

  Cash and cash equivalents

$     12,681 

$     22,027 

  Investments

11,982 

12,064 

  Accounts and notes receivable-net

64,411 

63,371 

  Inventories, principally watches and clocks

51,402 

36,787 

  Prepaid expenses

1,760 

913 

  Deferred income taxes

11,099 

11,289 


    Total current assets

153,335 

146,451 


     

Property, plant and equipment-net

15,384 

15,186 


     

Other assets:

   

  Deferred income taxes

14,618 

16,981  ;

  Other

178 

175 


    Total other assets

14,796 

17,156 


    Total assets

$     183,515 

$    178,793 


     

Liabilities and Shareholders’ Equity

   
     

Current liabilities:

   

  Accounts payable

$        5,089 

$         3,887 

  Accrued expenses

24,112 

24,080 

  Accrued federal and foreign income taxes

618 

1,051 


    Total current liabilities

29,819 

29,018 


     

Other liabilities and credits:

   

  Postretirement benefits payable

34,390 

36,364 

  Pension benefits payable

1,427 

2,029 

  Other

 

4,633 


    Total other liabilities and credits

35,817 

43,026 


Shareholders’ equity

117,879 

106,749 


    Total liabilities and shareholders’ equity

$     183,515 

$     178,793 


See accompanying Notes to Consolidated Condensed Financial Statements.

Page 3

BULOVA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)


     
 

 Three Months Ended
  September 30,

 Nine Months Ended
 September 30,


 

2000 

1999 

< B>2000 

1999 


         

Net sales

$40,779 

$37,609 

$105,594 

$95,890 

Cost of sales

19,469 

18,024 

52,071 

48,077 


         

Gross profit

21,310 

19,585 

53,523 

47,813 

Selling, general and administrative expenses

16,062 

14,521 

42,689 

37,298 


         

Operating income

5,248 

5,064 

10,834 

10,515 

Royalties

649 

934 

7,467 

2,825 

Interest income, net

545 

392 

1,695 

1,269 

Other

62 

(274)

111 

(361)


         

Income before income tax expense

6,504 

6,116 

20,107 

14,248 

Income tax expense

2,732 

2,656 

8,592 

6,148 


         

Net income

$  3,772 

$  3,460 

$ 11,515 

$  8,100 


         

Net income per share

$      .82 

$       .75 

$     2.50 

$    1.76 


         

Weighted average number of shares outstanding  (in     thousands)

4,599

4,599 

4,599 

4,599 


         

See accompanying Notes to Consolidated Condensed Financial Statements.

Page 4

BULOVA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands)


   
  Nine Months Ended
September 30,

 

2000 

1999 


Operating Activities:

   

   Net income

$      11,515 

$        8,100 

  Adjustments to reconcile net income to net cash provided by

   

    operating activities

5,453 

3,170 

Changes in assets and liabilities-net:

   

    Receivables

(3,261)

(2,336)

    Inventories

(14,615)

360 

    Other assets

(850)

194 

    Accounts payable and accrued expenses

1,234 

114 

    Accrued federal and foreign income taxes

(433)

2,199 

    Other liabilities and credits

(7,594)

(3,073)


 

(8,551)

8,728 


     

Investing Activities:

   

  Purchases of short-term investments

(6,954)

(19,551)

  Proceeds from sales of short-term investments

7,000 

23,000 

  Purchases of property, plant and equipment

(846)

(711)

  Proceeds from disposal of property, plant and equipment

 

 

(795)

2,738 


     
     

Net change in cash and cash equivalents

(9,346)

11,466 

Cash and cash equivalents, beginning of period

22,027 

5,720 


     

Cash and cash equivalents, end of period

$      12,681 

$      17,186 


     

See accompanying Notes to Consolidated Condensed Financial Statements.

Page 5

BULOVA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1.

See Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 1999 filed with the Securities and Exchange Commission on March 27, 2000.

   
 

There have been no changes in significant accounting policies since December 31, 1999. In addition, certain amounts applicable to prior periods have been reclassified to conform to classifications followed in 2000.

   

2.

Arbitral Award - On April 26, 2000 the Company and Benetton International N.V. (“Benetton”) settled all claims relating to the arbitration proceedings and license agreement referred to in Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 and, accordingly, the litigation with Benetton has been concluded. As a result of this settlement and cash payments by Benetton to the Company in connection therewith, the Company recognized royalty income of approximately $5,495 ($3,064 net of taxes, or $.67 per share), in the nine months ended September 30, 2000. Other liabilities and credits in the consolidated condensed balance sheets at December 31, 1999, reflected the deferred credit related to the arbitration proceedings. These deferred amounts have been recognized with the settlement of the litigation.

   

3.

Under the tax allocation agreement between the Company and its parent, Loews Corporation (“Loews”), the Company has paid Loews approximately $1,048, $2,053, $3,940 and $4,445 for the three and nine months ended September 30, 2000 and 1999, respectively.

   
 

See Note 3 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 1999.

   

4.

Loews provides administrative and managerial services for which the Company was charged $750, $665, $2,250, and $1,994 for the three and nine months ended September 30, 2000 and 1999, respectively. This expense is included in selling, general and administrative expenses. The cost allocated to the Company is estimated to be the incremental cost incurred by Loews in providing these services to the Company.

   

5

For the three and nine months ended September 30, 2000 and 1999, comprehensive income totaled $3,633, $3,490, $11,130 and $7,749, respectively. Comprehensive income includes all changes to shareholders’ equity, except those resulting from investments by owners and distributions to owners. Comprehensive income includes net income, foreign currency translation gains or losses, unrealized appreciation (depreciation) on marketable securities and pension liability adjustments.

   

6.

Shareholders’ equity:

 

September 30,

December 31,

 

2000 

1999 


     Common stock

$   22,999 

$    22,999 

     Additional paid-in capital

23,197 

23,197 

     Retained earnings

74,849 

63,334 

      Accumulated other comprehensive loss

(3,161)

(2,776)


     Total

117,884 

106,754 

     Less treasury stock, at cost


     Total shareholders’ equity

$  117,879 

$   106,749 


Page 6

7.

Geographic Information:

   
 

The Company operates in a single industry segment, the distribution and sale of watches and clocks under the brand names of Bulova, Caravelle and Accutron. Substantially all of the Company’s sales are in the United States and Canada. The Company evaluates performance based on operating earnings of the respective geographic area and the geographic distribution of the Company’s operating results are summarized in the following tables:

   

United

   
 

Three Months Ended September 30, 2000

States

Canada

Total


 

Sales

$     37,584 

$      3,544 

$     41,128 

 

Intercompany sales

(349)

 

(349)


 

Total net sales

$      37,235 

$      3,544 

$      40,779 


         
 

Operating income

$       4,648 

$         600 

$       5,248 

 

Royalties

649 

 

649 

 

Interest-net

511 

34 

545 

 

Other

64 

(2)

62 


 

Income before tax

$       5,872 

$         632 

$        6,504 


         
 

Three Months Ended September 30, 1999

     

         
 

Sales

$     34,796 

$      3,302 

$     38,098 

 

Intercompany sales

(489)

 

(489)


 

Total net sales

$     34,307 

$      3,302 

$     37,609 


         
 

Operating income

$       4,790 

$         274 

$       5,064 

 

Royalties

934 

 

934 

 

Interest-net

379 

13 

392 

 

Other

(273)

(1)

(274)


 

Income before tax

$       5,830 

$         286 

$        6,116 


 
 

Nine Months Ended September 30, 2000

     

         
 

Sales

$     96,974 

$     10,002 

$    106,976 

 

Intercompany sales

(1,382)

 

(1,382)


 

Total net sales

$     95,592 

$     10,002 

$    105,594 


         
 

Operating income

$        9,428 

$       1,406 

$      10,834 

 

Royalties

7,467 

 

7,467 

 

Interest-net

1,608 

87 

1,695 

 

Other

109 

111 


 

Income before tax

$     18,612 

$       1,495 

$     20,107 


         
 

Nine Months Ended September 30, 1999

     
         
 

Sales

$     88,075 

$       9,306 

$      97,381 

 

Intercompany sales

(1,491)

 

(1,491)


 

Total net sales

$     86,584 

$       9,306 

$      95,890 


         
 

Operating income

$       9,459 

$        1,056 

$      10,515 

 

Royalties

2,825 

 

2,825 

 

Interest-net

1,223 

46 

1,269 

 

Other

(365 )

(361)


 

Income before tax

$     13,142 

$      1,106 

$      14,248 


Page 7

8.

In the opinion of Management, the accompanying consolidated condensed financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2000 and December 31, 1999 and the results of operations for the three and nine months ended September 30, 2000 and 1999 and changes in cash flows for the nine months ended September 30, 2000 and 1999, respectively.

   
 

Results of operations for the third quarter and first nine months of each of the years is not necessarily indicative of results of operations for that entire year.

Page 8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources:

The Company had net cash outflows for operating activities of $8,551,000 for the nine months ended September 30, 2000 as compared to a net cash inflow of $8,728,000 for the same period in 1999. The decrease in net cash flow compared to the corresponding period of the prior year is primarily the result of an increase in inventory purchases necessary to meet the Company’s sales forecast, as well as an increase in accounts receivable in the current year period resulting from an increase in sales. Furthermore the timing difference of a tax payment compared to the corresponding period of the prior year also contributed to the net cash usage. The decrease in cash flow was partially offset by an increase in accounts payable and accrued expenses resulting from an actuarially determined increase in the Company’s quarterly pension contribution.

The Company’s investments consist primarily of U.S. Treasury notes. Cash and cash equivalents, and investments amounted to $24,663,000 at September 30, 2000, as compared to $34,091,000 at December 31, 1999. Cash flow for operating activities has been funded by existing cash and investment balances. The Company expects these balances and cash flow from operations will be sufficient to fund anticipated working capital requirements.

Results of Operations:

Net sales increased $3,170,000 and $9,704,000, for the three and nine months ended September 30, 2000, respectively, as compared to the corresponding periods of the prior year. Income before taxes increased $388,000 and $5,859,000 for the three and nine months ended September 30, 2000, respectively, as compared to the corresponding periods of the prior year. Income before taxes for the nine months ended September 30, 2000, includes $5,495,000 related to the settlement of the arbitration proceedings with Benetton. See Note 2 of the Notes to Consolidated Condensed Financial Statements.

The increase in net sales for the nine months ended September 30, 2000, as compared to the same period in the prior year, is primarily attributable to the unit volume increase of the Company’s Bulova and Accutron watch brands of 18.3% and 7.1%, respectively, partially offset by a decrease in clock unit volume of 4.1%. The unit volume growth for Bulova and Accutron resulted in a combined increase to net sales of $10,336,000 for the nine month period ended September 30, 2000, as compared to the corresponding period in 1999. This unit volume growth is partially offset by a decrease in watch unit prices which is primarily attributed to style/sales mix within the brands.

The increase in net sales for the quarter ended September 30, 2000, is primarily attributable to the unit volume increase of the Company’s Bulova and Accutron watch brands of 6.9%, and 9.1%, which resulted in a combined increase to net sales of $3,273,000, as compared to the corresponding period in 1999. This increase was partially offset by a decrease in watch unit prices which is primarily attributed to style/sales mix within the brands.

The Company’s overall gross margins are primarily affected by three major factors: sales mix, product pricing strategy and efficient procurement practices. Gross profit as a percentage of net sales increased to 52.3% and 50.7% for the three and nine months ended September 30, 2000, respectively, as compared to 52.1% and 49.9% for the prior year. This increase reflects the Company’s efforts to achieve its price targets.

Operating expenses as a percentage of net sales for the three and nine months ended September 30, 2000, was 39.4% and 40.4%, respectively, as compared to 38.6% and 38.9% for the corresponding periods of the prior year. The increase reflects an increased level of brand support and advertising expenses. This increase was planned and reflects the Company’s efforts to maintain brand image and identity.

Royalty income represents payments by licensees in Europe and the Far East. Royalty income, excluding the Benetton settlement, decreased by $285,000 and $853,000 for the three and nine months ended September 30, 2000, respectively, as compared to the corresponding periods of the prior year, due to the expiration of an agreement with the Company’s South American distributor.

The European and Far East license agreements expire on December 31, 2001. These licensees are based in Hong Kong and are affiliated companies. The Company has commenced discussions with the licensees and others with regard to the current and future status of the license agreements within these territories. The Company cannot predict the outcome of these discussions. Any reduction in license fees would negatively impact results of operations and cash flow.

Page 9

Interest income increased by $153,000 and $429,000 for the three and nine months ended September 30, 2000, as compared to the corresponding period in 1999, respectively, due primarily to an increase in the effective rate of return earned on the invested assets, partially offset by a decrease in the level of invested assets.

Foreign Currency

The Company imports most of its watch and clock products. During the first nine months of 2000 approximately 9% of the Company’s purchases were denominated in Japanese yen. The remaining purchases were primarily denominated in U.S. dollars and acquired from vendors located in Europe, Hong Kong and other Asian countries.

Foreign currency fluctuations have not had a material impact on the results of operations for the quarter and nine months ended September 30, 2000 and 1999. Future foreign currency fluctuations, however, could impact gross profit, income, and cash flow.

Forward-Looking Statements

When included in this Report, the words “believes,” “expects,” “intends,” “anticipates,” “estimates” and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in financial markets, significant changes in consumer spending patterns, competition in the Company’s product areas, changes in foreign currency valuations in relation to the U.S. dollar, the results of negotiations with foreign distributors and licensees, changes in foreign, political, social and economic conditions, and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

Page 10

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

            (a) Exhibits -

                   (27) Financial Data Schedule for the nine months ended September 30, 2000.

            (b) Current reports on Form 8-K - There were no reports on Form 8-K filed for the
                   
three months ended September 30, 2000.

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.

    BULOVA CORPORATION
    (Registrant)
   
     
Dated:   November 13, 2000    By: /s/ Paul S. Sayegh                     
    PAUL S. SAYEGH
    Chief Operating Officer
    (Duly authorized officer
    and principal financial officer)
     

Page 11



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