UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No. 1-6720
A. T. CROSS COMPANY
(Exact name of registrant as specified in its charter)
Rhode Island 05-0126220
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Albion Road, Lincoln, Rhode Island 02865
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 333-1200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No______
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of September 30, 1997:
Class A common stock - 14,696,744 shares
Class B common stock - 1,804,800 shares
PART I. FINANCIAL INFORMATION
A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 December 31
1997 1996 1996
ASSETS (UNAUDITED)
CURRENT ASSETS (Thousands of Dollars)
Cash and Cash Equivalents $ 24,279 $ 11,741 $ 14,767
Short-Term Investments 20,783 31,946 27,289
Accounts Receivable 26,111 32,506 43,222
Inventories-Note B 25,520 28,625 19,011
Net Assets of Discontinued Operations 5,436 12,665 13,246
Other Current Assets 6,186 6,870 4,606
TOTAL CURRENT ASSETS 108,315 124,353 122,141
PROPERTY, PLANT AND EQUIPMENT 107,279 98,933 101,697
Less Allowances for Depreciation 67,372 60,907 61,994
39,907 38,026 39,703
INTANGIBLES AND OTHER ASSETS 8,308 12,213 12,278
$156,530 $174,592 $174,122
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable, Accrued Expenses and
Other Liabilities $ 20,464 $ 17,372 $ 21,256
Note Payable to Bank 0 6,000 6,000
Compensation and Related Taxes 3,988 5,217 2,392
Cash Dividends Payable 0 0 2,639
Contributions Payable to Employee
Benefit Plans 8,618 8,949 8,105
Income Taxes Payable 0 2,178 1,430
TOTAL CURRENT LIABILITIES 33,070 39,716 41,822
ACCRUED WARRANTY COSTS 5,734 5,434 5,509
SHAREHOLDERS' EQUITY
Common Stock, Par Value $1 Per Share:
Class A, Authorized 40,000,000 Shares;
Issued 15,294,652 Shares and Outstanding
14,696,744 Shares in September 1997, Issued
15,282,412 Shares and Outstanding
14,686,312 Shares in September 1996 and
Issued 15,282,412 Shares and Outstanding
14,686,049 Shares in December 1996 15,295 15,282 15,282
Class B, Authorized 4,000,000 Shares;
Issued and Outstanding 1,804,800 Shares 1,805 1,805 1,805
Additional Paid-In Capital 11,959 11,838 11,838
Retained Earnings 98,079 109,524 106,781
Accumulated Foreign Currency
Translation Adjustment (494) (117) (21)
126,644 138,332 135,685
Treasury Stock, at Cost (8,918) (8,890) (8,894)
TOTAL SHAREHOLDERS' EQUITY 117,726 129,442 126,791
$156,530 $174,592 $174,122
See notes to condensed consolidated financial statements.
A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1997 1996 1997 1996
(Thousands of Dollars Except per Share Data)
Net Sales $36,626 $40,237 $101,438 $112,124
Cost of Goods Sold 19,084 21,186 53,449 57,839
Gross Profit 17,542 19,051 47,989 54,285
Selling, General and
Administrative Expenses 17,397 15,328 47,991 45,291
Research and Development Expenses 555 725 2,317 1,928
Service and Distribution Costs 990 1,086 2,784 2,925
Operating Income(Loss) (1,400) 1,912 (5,103) 4,141
Interest and Other Income 495 379 1,378 1,676
Income(Loss) from Continuing Operations
Before Income Taxes (905) 2,291 (3,725) 5,817
Income Taxes(Benefit) (317) 770 (1,304) 2,004
Income(Loss) from Continuing
Operations (588) 1,521 (2,421) 3,813
Income(Loss) from Discontinued
Operations (Net of Income Taxes) 0 100 (2,321) 259
Net Income(Loss) $ (588) $ 1,621 $(4,742) $ 4,072
Income(Loss) Per Share - Note C
Continuing Operations $ (0.04) $ 0.09 $ (0.15) $ 0.23
Discontinued Operations (0.00) 0.01 (0.14) 0.02
Net Income(Loss) Per Share $ (0.04) $ 0.10 $ (0.29) $ 0.25
Dividends Declared Per Share $0.08 $ 0.16 $0.24 $ 0.32
See notes to condensed consolidated financial statements.
A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30
1997 1996
(Thousands of Dollars)
Cash Provided By (Used In):
Operating Activities
Net Cash Provided by Continuing Operations $ 16,093 $ 4,690
Net Cash Provided by (Used In) Discontinued
Operations 5,489 (3,999)
Net Cash Provided By Operating Activities 21,582 691
Investing Activities:
Additions to Property, Plant and Equipment (5,451) (5,807)
Purchase of Short-Term Investments (1,500) (30,494)
Sale or Maturity of Short-Term Investments 8,006 19,974
Net Cash Provided By (Used In) Investing Activities 1,055 (16,327)
Financing Activities:
Cash Dividends Paid (6,598) (7,939)
Repayment of Bank Borrowings (8,300) (2,600)
Proceeds from Bank Borrowings 2,300 8 600
Other 110 (945)
Net Cash Used In Financing Activities (12,488) (2,884)
Effect of Exchange Rate Changes on
Cash and Cash Equivalents (637) (297)
Increase/(Decrease)in Cash and Cash Equivalents 9,512 (18,817)
Cash and Cash Equivalents at Beginning of Period 14,767 30,558
Cash and Cash Equivalents at End of Period $ 24,279 $ 11,741
See notes to condensed consolidated financial statements.
A. T. CROSS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine months ended September 30, 1997, are not necessarily
indicative of the results that may be expected for the year ending December
31, 1997. The Company typically records its highest sales and earnings in
the fourth quarter. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1996.
NOTE B - Inventories
The components of inventory at September 30, 1997, 1996 and December 31,
1996 were as follows:
September 30 September 30 December 31
1997 1996 1996
Finished goods $ 10,817 $ 11,051 $ 7,063
Work in process 6,898 7,549 5,449
Raw materials 7,805 10,025 6,499
$ 25,520 $ 28,625 $ 19,011
NOTE C - Net Income (Loss) Per Share
Net income (loss) per share has been determined based upon the weighted
average number of Class A and Class B common shares outstanding of
16,499,604 and 16,496,490 for the third quarter and nine months ended
September 30, 1997, respectively, and 16,508,235 and 16,545,194 for the
third quarter and nine months ended September 30, 1996, respectively.
Common stock equivalents related to outstanding stock options have not been
included in the calculations of earnings per share in 1997 because the
result is not dilutive.
In March 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share",
which the Company will adopt in the fourth quarter of 1997. Had SFAS No.
128 been effective for the quarters and nine month periods ended September
30, 1997 and 1996, reported earnings per share would have been unchanged.
NOTE D - COST REDUCTION PLAN
In July 1997, the Company's Board of Directors approved a plan designed to
reduce the cost of its independent sales force and operating costs at its
manufacturing facility in Lincoln, Rhode Island. The plan primarily
involved reducing personnel costs by eliminating redundant or excess
positions in several of the Company's functional areas. Severance and
other charges associated with the plan were approximately $800,000 and were
reflected in the Company's operating results in the 1997 third quarter.
NOTE E - DISCONTINUED OPERATIONS
In June 1997, the Company discontinued the distribution of quality leather
goods and accessory products and began to wind-down all operations of its
Manetti-Farrow subsidiary. Manetti-Farrow is the exclusive wholesale
distributor for the Fendi and Echo brands of leather products and fashion
accessories in the United States. The Company recorded an after-tax loss of
$2,387,000 in the second quarter of 1997 in connection with the disposition
of this subsidiary. The following table sets forth summary information
relating to Manetti-Farrow from January 1, 1997 through the measurement
date, (in thousands).
Net Sales $ 5,579
Cost and expenses 5,550
Operating income before taxes 29
Income taxes related to operations 11
Operating income 18
Loss on disposal before income taxes (3,600)
Income tax benefit related to loss
on disposal (1,261)
Loss on disposal (2,339)
Loss from discontinued
operations $(2,321)
Net sales related to Manetti-Farrow for the three month period ended
September 30, 1997 and 1996 were $6,767,000 and $2,816,000, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Recent Developments
The contract between the Company's Manetti-Farrow subsidiary and Fendi
Diffusione whereby the Company distributes Fendi leather products in the
United States expires on December 31, 1997. In June 1997, the Company and
Fendi agreed that the distribution agreement would not be renewed and,
consequently, the Company decided to discontinue the distribution of
quality leather goods and accessory products and to wind-down operations of
its Manetti-Farrow subsidiary. The Company recorded an after tax loss in
the second quarter of $2.3 million in connection with the discontinuation
of this business.
In July 1996, the Company formed the Cross Pen Computing Group, or "Cross
PCG". This new division was established to develop complementary product
opportunities peripheral to or outside the Company's core writing
instruments division. In conjunction with leading high technology
companies, Cross PCG is developing products that combine the functionality
and aesthetic qualities of its quality writing instruments with state of
the art technology. The division's initial product offerings were
introduced at the June 1997 Comdex show in Atlanta, Georgia, and the
Company began sales of the Ipen product in the 1997 third quarter. The
Company plans to formally introduce its electronic portfolio product that
was jointly developed with IBM at the November Comdex show in Las Vegas.
In addition, in order to test the transferability of the Cross brand to
other high quality gift and self purchase products, the Company has
developed a line of Swiss-made Cross timepieces which it began to sell on a
limited basis in the 1997 third quarter. Distribution of timepieces will
continue to expand in the test markets during the fourth quarter.
The Company believes that the sales of these new product initiatives will
approximate 4% to 5% of writing instrument revenue for the last quarter of
1997, which is lower than previously expected. The Company believes that
these products, particularly Cross PCG products, may have a material impact
on 1998 consolidated revenue and earnings, although there can be no
assurance of success for these products at this early stage. The Company's
Pen Computing Group expects to contribute a minimum of $25 million to sales
in 1998.
The above statements are forward looking statements subject to the
considerations set forth below in "Forward Looking Statements".
Results of Operations Third Quarter 1997 Compared to Third Quarter 1996
Net sales for the third quarter ended September 30, 1997 decreased 9.0%
compared to the third quarter of 1996. International writing instrument
sales of $14.7 million decreased 12.9% as compared to the 1996 period,
while domestic writing instrument sales of $21.1 million were 9.4% lower
than the prior year period. Sales of Pen Computing Group products and Cross
timepieces in the third quarter 1997 were $800,000. The Company believes
that the sales decrease, both internationally and domestically, is
attributable, to some extent, to a worldwide decrease in demand for quality
writing instruments. The Company believes that many of its competitors are
also experiencing similar sales decreases in many key markets.
The decrease in international sales in the quarter was the result of a
significant decline in sales to Asia and Japan partially offset by
improvement in sales to Canada, Europe and the Middle East/Africa. Sales
to the Asian markets were adversely affected by currency devaluation in
several markets and the underlying related economic weakness that these
devaluations reflect. Sales in Japan were down due to the continued
negative consumer reaction to the tax increases that were implemented
earlier this year. The dollar decrease in Japanese sales was exacerbated
by the further weakening of the Yen. The improvement in Canadian sales was
the result of a change made in late 1996 in the method of distribution in
this market from sales to a distributor to direct sales to major Canadian
retail customers. The 1997 increase also reflects the deterioration of
Canadian sales last year due to the financial difficulties experienced by
the Company's distributor at that time. The stronger US dollar against
most major currencies this year also negatively impacted sales.
The Company believes that the decline in domestic sales was the result of
continued low consumer awareness of the Company's newer product lines and,
to a certain extent, a soft quality writing instrument market. To help
stimulate consumer interest, the Company expects to increase expenditures
for advertising and marketing support in the last quarter of 1997 as well
as in 1998, both domestically and internationally.
The gross profit margin for the third quarter of 1997 was 47.9%, as
compared to 47.3% for the third quarter of 1996. The improvement in margin
was largely attributable to certain favorable manufacturing variances and
the effect of the Company's cost reduction plan, offset somewhat by the
higher percentage of indirect product costs (i.e., factory overhead) in
relation to sales resulting from the overall lower sales and production
levels this year. Selling, general and administrative expenses,
(S G & A), for the third quarter of 1997 were up over last year by 13.5%.
In July 1997, the Company adopted a cost reduction plan designed to reduce
operating costs primarily by eliminating excess or redundant positions at
its manufacturing facility in Lincoln, Rhode Island, and by reducing the
size of its independent sales force. Severance and other charges
associated with this plan that were recorded in the third quarter
approximated $800,000 ($520,000 after income taxes). Also included in S G
& A were approximately $1.3 million of expenses related to Cross timepieces
and the Pen Computing Group. Without these costs S, G & A would have been
about flat with the prior year's third quarter. Research and development
expenses were lower than the 1996 third quarter by $170,000, or 23.5%, due
primarily to the timing of expenditures associated with certain new writing
instrument products and the development of the Pen Computing Group line of
products. See the "Recent Developments" section above.
Interest and other income increased 30.6% for the third quarter of 1997 due
to higher interest income this year and to the interest expense incurred on
the note payable in last year's third quarter.
The effective income tax rate on the loss from continuing operations for
the third quarter of 1997 was 35.0%, up slightly from the third quarter of
1996.
Results of Operations Nine Months Ended September 30, 1997 Compared to
September 30, 1996
Net sales for the nine months ended September 30, 1997 were $101.4 million,
or 9.5% lower than the same period in 1996. Domestic writing instrument
sales of $51.7 million were 12.1% lower, while foreign writing instrument
sales of $48.8 million were down 8.4% from the same period in 1996. Pen
Computing Group sales and sales of Cross timepieces through September were
$900,000. To a large extent, the factors that affected sales results in
the third quarter had a similar effect on the year-to-date sales.
Internationally, sales to Asia, Japan and Europe declined from the prior
year period, somewhat offset by increases in Canada, and the Middle
East/Africa. The stronger US dollar also contributed to the sales decrease
compared to last year, partially offset by a 1997 price increase.
Domestically, the Retail and Special Markets Division reported lower sales
for the nine months as the soft market conditions have now affected both
the retail and business gift markets.
Gross profit margins for the nine months ended September 30, 1997 were
47.3%, as compared to 48.4% for the same period in 1996. Unfavorable
product mix and foreign exchange along with the higher relative level of
indirect factory costs together lowered overall product margins compared to
1996. Selling, general and administrative expenses, (S G & A), for the
nine months ended September 30, 1997 were 6.0% higher than the same period
for 1996. Included in S, G & A was the $290,000 loss on the sale of the
Company's former distribution facility, $800,000 in cost reduction
expenses, and $2,700,000 of expenses associated with Cross timepieces and
the Company's Pen Computing Group. Without these charges, S, G & A would
have been below last year's level by 2.4%. Research and Development
expenses , (R&D), were up from last year by 20.2%, while Service and
Distribution costs were down by 4.8%. The increase in R&D was attributable
to expenditures associated with certain new writing instrument products and
the development of the Pen Computing Group line of products.
Interest and other income decreased by 17.8% for the first nine months of
1997, primarily due to lower interest income as average investable funds
were lower than last year's first nine months.
The effective tax rate on the loss from continuing operations for the nine
months ended September 30, 1997 was 35.0%, essentially unchanged compared
to the same period in 1996.
The Company recorded an after-tax loss of $2.3 million in connection with
discontinuing its distribution of fine quality leather goods and accessory
products. See the "Recent Developments" section above.
Liquidity and Sources of Capital
Cash, cash equivalents and short-term investments (i.e., "cash") increased
$3.0 million from December 31, 1996 to $45.1 million at September 30, 1997.
Cash available for domestic operations approximated $5.3 million while cash
held off-shore approximated $39.8 million at September 30, 1997. Accounts
receivable decreased since the end of 1996 by $17.1 million to $26.1
million. The decrease in receivables can be attributed to reduced sales as
well as the effect of the Company's 1996 extended dating program that
allowed domestic customers to defer payments on certain 1996 purchases to
1997. This program was similar to extended dating programs that have been
offered in past years. The Company has available a $50 million line of
credit with Fleet National Bank which provides an additional source of
working capital on a short-term basis. At September 30, 1997 there were no
outstanding amounts under this line. The Company also has available a $7
million multi-currency credit arrangement with a bank to meet short-term
foreign currency needs. There were no outstanding amounts under this
agreement as of September 1997. The Company believes that its current
level of working capital, along with the funds available from the Fleet
line of credit and the proceeds from the sale of its former distribution
facility and the liquidation of Manetti-Farrow, will be sufficient to meet
the Company's normal operating needs and to finance the development of its
new Pen Computing Group division for the foreseeable future.
Inventory of $25.5 million increased $6.5 million since December 31, 1996.
Compared to the end of September 1996 inventory levels, however, have been
reduced by $3.1 million. This decrease from September 1996 was the result
of inventory reduction efforts undertaken in the second half of 1996. The
increase in the first nine months of 1997 is the result of lower sales, the
production of certain products with longer lead times in anticipation of
higher demand later in the year, and the increase associated with the
launch of Cross timepieces and PCG products.
The change in intangibles and other assets was due primarily to the July
1997 sale of the Company's distribution center in Lincoln, Rhode Island.
Citing the disappointing operating results for the first six months and
uncertainty about the remainder of 1997, the Company's Board of Directors
at their meeting on July 10, 1997, voted to reduce the quarterly dividend
from $.16 to $.08 per share.
Forward Looking Statements
Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. In addition, use of
words such as "believes," "anticipates," "expects" and similar expressions
are intended to identify forward-looking statements. The Company cautions
that a number of important factors could cause actual results for 1997 and
beyond to differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company. Such statements contain a
number of risks and uncertainties, including, but not limited to, risks
associated with consumer acceptance of the Company's new product lines, the
successful development and performance of new technology in connection with
such new products, the Company's ability to streamline its manufacturing
and sales operations as planned in a timely manner with expected cost
savings, the impact of such streamlining on revenues from the Company's
existing and new products as well as on the successful launch of new
products, the Company's other strategic initiatives, and customer and
consumer support for such initiatives and changes. The Company cannot
assure that it will be able to anticipate or respond timely to changes
which could adversely affect its operating results in one or more fiscal
quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods.
Fluctuations in operating results may result in fluctuations in the price
of the Company's common stock.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period covered by
this report.
SIGNATURES
Pursuant to the requirement 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.
A. T. CROSS COMPANY
Date: November 12, 1997 By: JOHN E. BUCKLEY
John E. Buckley
Executive Vice President
Chief Operating Officer
Date: November 12, 1997 By: JOHN T. RUGGIERI
John T. Ruggieri
Senior Vice President
Chief Financial Officer
<TABLE> <S> <C>
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<LEGEND>
This schedule contains summary financial information extracted from financial
statements included in A. T. Cross Company form 10-Q for the quarterly period
ended September 30, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
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