UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the transition period from __________to __________
Commission File Number 1-6720
A. T. CROSS COMPANY
(Exact name of registrant as specified in its charter)
Rhode Island 05-0126220
(State or other jurisdiction of (I.R.S. 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered:
Class A Common Stock ($1. Par Value) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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 10K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1998:
Class A common stock - $139,713,000
(For this purpose all directors have been treated as affiliates).
The number of shares outstanding of each of the issuer's classes of common
stock as of February 28, 1998:
Class A common stock - 14,703,513 shares
Class B common stock - 1,804,800 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended December
31, 1997 are incorporated by reference into Parts I, II and IV. Portions
of the definitive proxy statement for the 1998 annual meeting of
shareholders are incorporated by reference into Parts I and III.
PART I
Item 1. BUSINESS
A. T. Cross Company (the "registrant") currently operates predominantly in
one business segment, the manufacture and sale of high quality writing
instruments.
Recent Developments:
In July 1996, the Company established the Pen Computing Group (PCG) to
develop and market new pen-based products that facilitate electronic
communications. In conjunction with leading high technology companies, PCG
is developing products that combine the functionality and aesthetic
qualities of Cross' quality writing instruments with state of the art
technology.
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 1997.
The contract between the Company's Manetti-Farrow subsidiary and Fendi
Diffusione whereby the Company distributed Fendi leather products in the
United States, expired 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.
Business:
The registrant manufactures fine writing instruments consisting of ball-
point and fountain pens, Selectip rolling ball pens (which also accommodate
a porous point refill), mechanical pencils, desk sets and ball-point
refills. The registrant's writing instruments are offered in a variety of
styles and materials, including the traditional, narrow girth Century line,
the wider girth Townsend line, and the fluted barrel Metropolis line, all
fabricated primarily in metal, the Solo and Solo Classic lines, fabricated
in resin, and the new Pinnacle line, also fabricated primarily in metal,
which was introduced in the United States in 1997. The registrant also
markets certain writing instrument accessories. The registrant continues
to be a leader in the United States in fine writing instruments priced from
$10 to $50. Products in this price range include Century, Solo, Solo
Classic and Metropolis. The Townsend and Pinnacle lines have given the
registrant a notable presence in the $55 to $250 price range of products.
The registrant emphasizes styling, craftsmanship and quality control in the
design and production of its products. All of the registrant's writing
instruments carry a full warranty of unlimited duration against mechanical
failure. The registrant's writing instruments are packaged and sold as
individual units or in matching sets. The registrant also sells single and
double unit desk sets with bases made of various materials such as onyx,
marble and wood.
The registrant's writing instrument products are sold throughout the United
States by approximately 30 manufacturer's agents or representatives to
about 6,600 active retail and wholesale accounts. Retail accounts include
gift stores, department stores, jewelers, stationery and office supply
stores, mass merchandisers and catalogue showrooms. The wholesale accounts
distribute the registrant's products to retail outlets which purchase in
smaller quantities.
Advertising specialty representatives market the registrant's writing
instruments in the United States to business and industry. Typically, such
products are engraved or carry the purchaser's name or emblem and are used
for gifts, sales promotions, incentive purposes or advertising. The
registrant also sells its products to United States military post
exchanges, service centers and central buying operations.
Sales of the registrant's writing instrument products outside the United
States during 1997 were made by the registrant and by its wholly-owned
subsidiaries to foreign distributors and to retailers in Canada, Latin
America, Europe, Africa, the Middle East, Asia, and Japan.
The registrant also manufactures, markets and sells pen-based computer
products through its Pen Computing Group (PCG) in the United States. These
pen-based products are used to facilitate electronic communication via the
use of a special patented refill in a Cross pen (DigitalWriter) with a
personal digital assistant, or as an alternative to the traditional mouse
input device for use with a personal computer (iPen).
Raw Materials:
Most raw materials for production of writing instruments in the United
States are obtained domestically. Some desk set base materials, some
fountain pen nibs and front sections, certain finished caps and barrels,
and some lacquer coating of metal shells are imported from Germany and
France. Complete pencil mechanisms, some porous point refill components
and leads, resin caps and barrels and some fountain pen nibs and front
sections are imported from Japan. Raw materials for production of writing
instruments in Ireland are obtained largely from Ireland, Germany, Japan
and the United States. Raw materials for the production of PCG products in
the United States are obtained largely from the United States and China.
Patents and Trademarks:
The registrant, directly and through its subsidiaries, has certain writing
instrument and PCG trademark registrations, and pending trademark
applications, in the United States and many foreign countries, including
but not limited to, its principal trademark "CROSS" and the frustoconical
top of its writing instruments. The principal trademark "CROSS" is of
fundamental importance to the business. The registrant holds certain
United States and foreign writing instrument patents, and/or has filed U.S.
and foreign patent applications, covering its desk set units, Townsend
series writing instruments, Solo and Solo Classic series writing
instruments, Metropolis series writing instruments, Signature series
writing instruments, Pinnacle series writing instruments, fountain pens,
mechanical pencil mechanisms, and ball-point pen mechanisms. The registrant
also holds certain United States patents, and has filed United States and
foreign patent applications, covering certain of its PCG pen-based computer
products. While the registrant pursues a practice of seeking patent
protection for novel inventions or designs, the Company's business is not
significantly dependent upon obtaining and maintaining patents.
In 1993, the registrant sold its Mark Cross trademark and selected assets
of its wholly-owned subsidiary, Mark Cross, Inc. and discontinued its Mark
Cross retail business. However, under the terms of that sale, the
registrant retained the right to use the CROSS trademark in certain non-
writing instruments categories, without challenge by the purchaser of the
Mark Cross trademark.
Seasonal Business:
Retail demand for the registrant's writing instrument products is
traditionally highest immediately prior to Christmas and other gift-giving
occasions. However, seasonal fluctuations have not materially affected
continuous production of writing instrument products. The Company
historically has generated approximately one third of its annual sales in
the fourth quarter.
Working Capital Requirements:
Inventory balances tend to be highest in anticipation of new product
launches and just before peak selling seasons. Production for some
products which have longer lead times or for which production capacity is
limited is proportionately greater earlier in the year, and inventory
balances are relatively higher, to assure adequate supply is available for
the peak selling season. The registrant has offered in the past, and may
offer in the future, extended payment terms to domestic customers at
certain points during the year, usually September through November. See
the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of the registrant's annual report to
shareholders for the year ended December 31, 1997 (filed herewith as
Exhibit 13 and hereinafter referred to as the "1997 Annual Report"), which
section is incorporated by reference herein.
Customers:
The registrant is not dependent for a material part of its business upon
any single customer.
Backlog of Orders:
The backlog of orders is not a significant factor in the registrant's
business.
Government Contracts:
Sales of the registrant's writing instrument products are made to military
post exchanges and service centers, but no contracts are entered into which
are subject to renegotiation or termination by the United States
Government.
Competition:
The writing instrument field is highly competitive. In particular,
competition is strong with respect to product quality and brand
recognition. There are numerous manufacturers of ball-point, roller-ball
and fountain pens and mechanical pencils in the United States and abroad.
Many of such manufacturers produce lower priced writing instruments than
those produced by the registrant. Although the registrant is a major
producer of ball-point, roller-ball and fountain pens and mechanical
pencils in the $10 to $50 price range, other writing instrument companies
have significantly higher sales volumes from a broader product line across
a wider range of prices or have greater resources as divisions of larger
corporations. See also the "New Products" and the "Technological Change"
sections of the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the registrant's annual
report to shareholders for the year ended December 31, 1997 (filed herewith
as Exhibit 13 and hereinafter referred to as the "1997 Annual Report"),
which section is incorporated by reference herein.
Research and Development:
The registrant had expenditures for research and development of new
products and improvement of existing products of approximately $3,367,000
in 1997, $2,877,000 in 1996, and $2,991,000 in 1995.
Environment:
The registrant believes it is in substantial compliance with all Federal,
State and local environmental laws and regulations. It is believed that
future capital expenditures for environmental control facilities will not
be material.
Employees:
The registrant had approximately 1,100 employees at December 31, 1997, of
which approximately 260 were employed by foreign subsidiaries or branches.
Foreign Operations and Export Sales:
Approximately 48.5% of the registrant's sales in 1997 were in foreign
markets. The registrant's primary foreign markets are in Europe and the
Far East. Sales of writing instrument products to foreign distributors are
subject to import duties in many countries although sales by the
registrant's wholly-owned manufacturing and distribution facilities in
Ireland into European Common Market countries are duty free. The
operations of the registrant's foreign subsidiaries and branches are
subject to the effects of currency fluctuations, to the availability of
dollar exchange, to exchange control and to other restrictive regulations.
Undistributed earnings of the foreign manufacturing and marketing
subsidiaries prior to the Revenue Reconciliation Act of 1993 (i.e., the
"1993 Act") generally are not subject to current United States federal
income and state income taxes. However, repatriation to the registrant of
the accumulated earnings of foreign subsidiaries would subject such
earnings to United States federal and state income taxes. It is not the
intention of the registrant to repatriate these earnings. The 1993 Act
added Internal Revenue Code Section 956A which had the effect of subjecting
a portion of current foreign earnings (i.e., earnings generated subsequent
to the 1993 Act) to United States federal taxation. See Note F to the
registrant's financial statements included in the 1997 Annual Report, which
note to such financial statements is incorporated by reference herein. See
geographic information and export sales data in Note G to the registrant's
financial statements included in the 1997 Annual Report, which note to such
financial statements is hereby incorporated by reference. For the effect
of foreign sales on the Company's results of operations, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of the 1997 Annual Report incorporated herein by reference.
___________________________________________________________________________
See "Risks and Uncertainties; Forward Looking Statements" under the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of the 1997 Annual Report incorporated herein by
reference. In addition to statements in this document that may be construed
as forward-looking statements, there may be statements in other documents
of the registrant and oral statements by representatives of the registrant
to securities analysts or investors that may be construed as forward-
looking statements about the business and new products, sales and expenses,
and operating and capital requirements. Any such statements are subject to
risks that could cause the actual results or needs to differ materially,
including but not limited to the ability of the Company to generate
consumer acceptance of various new products recently introduced and or
planned for introduction in the coming months; increases in the cost of, or
limitations in the supply of, raw materials (including prices of precious
metals used in the Company's products); changes in political and economic
conditions in the United States and other countries in which the Company
operates; interest and currency rate fluctuations; competitive product and
pricing pressures; and inflation. These risks are discussed in the section
referred to above.
Executive Officers of the Registrant:
In addition to the directors and executive officers listed in the "Election
of Directors" section of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which section is incorporated by
reference herein, the following are executive officers of the registrant
(each of whom serves until his or her successor is elected and has
qualified):
Year in Which
Name Age Title First Held Office
Joseph F. Eastman 61 Vice President-Human Resources 1981
John T. Ruggieri (1) 41 Senior Vice President, Treasurer 1997
and Chief Financial Officer
Gary S. Simpson (2) 46 Corporate Controller 1997
Chief Accounting Officer
Tina C. Benik (3) 38 Vice President-Legal, General 1993
Counsel and Corporate Secretary
J. John Lawler (4) 60 Vice President- 1993
Worldwide Tax and Duty Free
Stephen A. Perreault (5) 50 Vice President-Manufacturing 1995
David J. Arthur (6) 39 Vice President, Engineering 1996
Joseph V. Bassi (7) 45 Finance Director 1997
Robert J. Byrnes, Jr. (8) 48 President and Chief Executive 1997
Officer, Pen Computing Group
Jack K. Gelman (9) 52 Vice President/General Manager, 1998
Marketing And Sales - Americas
(1) Prior to becoming Senior Vice President - Chief Financial Officer in
1997, John T. Ruggieri was Vice President-Corporate Development and
Planning, from 1993 to 1997, and from 1989 to 1993 was Executive Vice
President of the registrant's wholly-owned subsidiary Mark Cross, Inc.
(2) Prior to becoming Corporate Controller in 1997, Gary S. Simpson was
the Controller, Lincoln Operations, of the registrant from 1992 to 1997.
(3) Prior to becoming Vice President-Legal, General Counsel and Corporate
Secretary, Tina C. Benik was the general counsel of the registrant from
1989 to 1991 and corporate secretary from 1991 to 1993.
(4) Prior to becoming Vice President-Worldwide Tax and Duty Free in 1993,
J. John Lawler was the Vice President International of the registrant from
1979 to 1993.
(5) Prior to becoming Vice President-Manufacturing in 1995, Stephen A.
Perreault held various senior executive positions in the jewelry,
cosmetics, and gift manufacturing and distribution companies, including
Weingeroff Enterprises, Inc., Lantis Corporation, Swarovski Jewelry U.S.
Ltd., and Avon Products, Inc.
(6) Prior to becoming Vice President, Engineering in 1996, David J. Arthur
was the Director of Engineering of the registrant from 1995 to 1996, and
the Manager, New Business Development of the registrant from 1994 to 1995.
From 1991 to 1994 Mr. Arthur was Group Manager, Corporate R&D and Product
Line Manager, Composite Materials Division, at Rogers Corporation.
(7) Prior to becoming Finance Director in 1997, Joseph V. Bassi was the
Manager Financial Planning, of the registrant from 1996 to 1997, and the
Manager, Budgeting and Financial Planning of the registrant from 1987 to
1996.
(8) Prior to becoming President and Chief Executive Officer, Pen Computing
Group in 1997, Robert J. Byrnes, Jr. was the Executive Vice President and
General Manager of the NEC Computer Systems Division of Packard Bell NEC
Inc. from 1996 to 1997. From 1993 to 1996 Mr. Byrnes was the Executive
Vice President of NEC Technology.
(9) Prior to becoming Vice President/General Manager, Marketing and Sales
- - Americas in 1998, Jack K. Gelman was the Managing Partner, Gelman and
Associates from 1996 to 1997. From 1994 to 1995, Mr. Gelman was President
and General Manager, International Division, Nashua Corporation, and from
1989 to 1993, he was the Vice President and General Manager North American
Consumer Tape Division of Beiersdorf A.G.
Item 2. PROPERTIES
The registrant currently occupies approximately 269,000 square feet of
manufacturing, warehouse and office space in its facility in Lincoln, Rhode
Island. The registrant's wholly-owned subsidiary, A. T. Cross Limited,
owns and operates an approximately 64,000 square foot manufacturing and
distribution facility in Ballinasloe, County Galway, Ireland.
Substantially all of these facilities, which are well maintained and in
good repair, are currently being utilized in either a manufacturing,
distribution or administrative capacity. The productive capacity of these
facilities is sufficient to meet the registrant's needs for the foreseeable
future.
The registrant's operations in Germany, Japan, France, Italy, the United
Kingdom, Spain and Hong Kong, all lease their administrative offices and
warehouse space.
The registrant's discontinued operation, Manetti-Farrow, has lease
commitments for administrative office space in New York City and warehouse
and office space in Oakland, California.
Item 3. LEGAL PROCEEDINGS
No material legal proceedings are pending by or against the registrant or
any of its subsidiaries which would have a material effect upon the
registrant's consolidated business and financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
See the "Market and Dividend Information" section of the 1997 Annual
Report, which section is incorporated by reference herein.
Item 6. SELECTED FINANCIAL DATA
See the "Five-Year Summary" section of the 1997 Annual Report, which
section is incorporated by reference herein.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of the 1997 Annual Report, which section is
incorporated by reference herein.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and its
subsidiaries and the report of its independent auditors thereon for the
audits of the consolidated financial statements for the years ended
December 31, 1997 and 1996, set forth in the 1997 Annual Report, are
incorporated herein by reference.
The report of the Company's independent auditors for the year ended
December 31, 1995 is included in Item 14 (a)(1)(2).
Quarterly Results of Operations (Unaudited) in Note L of the registrant's
financial statements included in the 1997 Annual Report are incorporated
herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On July 11, 1996, the Audit Committee of the Board of Directors of the
Company recommended to the Board of Directors that the Company appoint
Deloitte & Touche LLP as the Company's independent accountants. By
Unanimous Consent dated July 16, 1996, the Board of Directors appointed
Deloitte & Touche LLP as the Company's independent accountants to replace
Ernst & Young LLP for fiscal year 1996. The Company's management did not
consult with Deloitte & Touche LLP on any accounting, auditing or reporting
matter prior to their appointment as independent accountants for the
Company. During the two fiscal years ended December 31, 1995 and the
interim period subsequent to December 31, 1995, there had been no
disagreements with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
or any reportable events. Ernst & Young LLP's report on the Company's
financial statements for such two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which sections are incorporated by
reference herein. See also "Item 1. Business - Executive Officers of the
Registrant."
Item 11. EXECUTIVE COMPENSATION
See "Executive Compensation" of the registrant's definitive proxy statement
for its 1998 annual meeting of shareholders, which section is incorporated
by reference herein. Such incorporation by reference shall not be deemed
to specifically incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management" of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which sections are incorporated by
reference herein.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Election of Directors" of the registrant's definitive proxy statement
for the 1998 annual meeting of shareholders, which section is incorporated
by reference herein.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report.
(3) Listing of Exhibits
(3) Restated Articles of Incorporation and By-laws
(incorporated by reference to Exhibit (3) to the
registrant's report on Form 10-K for the year ended
December 31, 1980); Amendment to Restated Articles
of Incorporation (incorporated by reference to Exhibit
(3) to the registrant's report on Form 10-K for the
year ended December 31, 1994), Amendment to By-laws
adopted December 2, 1988 (incorporated by reference to
Exhibit (3) to the registrant's report on Form 10-K
for the year ended December 31, 1989); Amendment to
By-laws adopted February 6, 1992 (incorporated by
reference to Exhibit (3) to the registrant's report on
Form 10-K for the year ended December 31, 1991)
(10.1) A. T. Cross Company Executive Compensation Program
Performance Cash Plan, January 1, 1995 (incorporated by
reference to Exhibit (10.1) to the registrant's report
on Form 10-K for the year ended December 31, 1994)*
(10.2) A. T. Cross Company Executive Compensation Program
Annual Incentive Plan, January 1, 1995 (incorporated by
reference to Exhibit (10.2) to the registrant's report
on Form 10-K for the year ended December 31, 1994)*
(10.3) A. T. Cross Company Non-Qualified Stock Option Plan,
1975 (as amended and restated February 4, 1988, as
amended December 10, 1991, as amended October 21, 1993,
and as further amended and restated December 6, 1994)
(incorporated by reference to Exhibit (10.3) to the
registrant's report on Form 10-K for the year ended
December 31, 1995)*
(10.4) A. T. Cross Company Incentive Stock Option Plan, 1981
(as amended February 6, 1992 and as further amended
April 28, 1994) (incorporated by reference to Exhibit
(10.4) to the registrant's report on Form 10-K for the
year ended December 31, 1994)*
(10.5) A. T. Cross Company Deferred Compensation Plan
(incorporated by reference to Exhibit (10.5) to the
registrant's report on Form 10-K for the year ended
December 31, 1994)*
(10.6) A. T. Cross Company Unfunded Excess Benefit Plan (as
amended) (incorporated by reference to Exhibit (10.6)
to the registrant's report on Form 10-K for the year
ended December 31, 1994)*
(10.7) A. T. Cross Company Restricted Stock Plan (incorporated
by reference to Exhibit (10.7) to the registrant's
report on Form 10-K for the year ended December 31,
1995)*
(10.8) A. T. Cross Company Executive Life Insurance Program
(11) Statement Re: Computation of Per Share Earnings -
(incorporated by reference to the "Consolidated
Statements of Operations and Retained Earnings"
section of the registrant's 1997 Annual Report)
(13) Annual Report to Shareholders for the year ended
December 31, 1997. Filed only in respect to the
portions expressly incorporated by reference in this
Form 10-K.
(21) Subsidiaries - incorporated by reference to the
"Subsidiaries and Branches" section of the registrant's
1997 Annual Report
(23.1) Consent of Deloitte & Touche LLP
(23.2) Consent of Ernst & Young LLP
(27) Financial Data Schedules
* Management contract, compensatory plan or arrangement
(b) No reports on Form 8-K were filed in the fourth quarter of 1997.
(c) Exhibits--See Item (a)(3) above
(d) Financial Statement Schedule--The response to this portion of
Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 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
By /s/BRADFORD R. BOSS
Bradford R. Boss
Chairman
Dated: March 23,1998
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 in the capacities and on the dates indicated:
Signature Title Date
/s/BRADFORD R. BOSS Chairman & Director March 23, 1998
(Bradford R. Boss)
/s/RUSSELL A. BOSS President & Director March 23, 1998
(Russell A. Boss) (Chief Executive Officer)
/s/JOHN E. BUCKLEY Executive Vice President March 23, 1998
(John E. Buckley) & Director
(Chief Operating Officer)
/s/JOHN T. RUGGIERI Senior Vice President March 23, 1998
(John T. Ruggieri) (Chief Financial Officer)
/s/GARY S. SIMPSON Corporate Controller March 23, 1998
(Gary S. Simpson ) (Chief Accounting Officer)
/s/BERNARD V. BUONANNO, JR. Director March 23, 1998
(Bernard V. Buonanno, Jr.)
/s/H. FREDERICK KRIMENDAHL II Director March 23, 1998
(H. Frederick Krimendahl II)
/s/THOMAS C. MCDERMOTT Director March 23, 1998
(Thomas C. McDermott)
/s/TERRENCE MURRAY Director March 23, 1998
(Terrence Murray)
/s/JAMES C. TAPPAN Director March 23, 1998
(James C. Tappan)
/s/EDWIN G. TORRANCE Director March 23, 1998
(Edwin G. Torrance)
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a)(1) and (2), (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1997
A. T. CROSS COMPANY
LINCOLN, RHODE ISLAND
FORM 10-K - ITEM 14(a)(1) and (2)
A. T. CROSS COMPANY AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of A. T. Cross Company and
subsidiaries, included in the 1997 Annual Report, are incorporated by
reference in Item 8:
Consolidated Balance Sheets - December 31, 1997 and December 31, 1996
Consolidated Statements of Operations and Retained Earnings- Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years Ended December 31, 1997,
1996 and 1995
Notes to Consolidated Financial Statements
Independent Auditors' Report for the years ended December 31, 1997 and
1996
The following consolidated financial statement schedule of A. T. Cross
Company and subsidiaries is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts
The independent auditors' report on Financial Statement Schedule II for the
years ended December 31, 1997 and 1996 is included herein. The report of
independent auditors on the consolidated financial statements, and on
Financial Statement Schedule II, for the year ended December 31, 1995, is
included herein. All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission
are not required under the related instructions, or the information
required therein has otherwise been disclosed in the consolidated financial
statements referred to above, or are inapplicable, and therefore have been
omitted.
<TABLE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
A. T. CROSS COMPANY AND SUBSIDIARIES
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions .
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts Deductions at End of
DESCRIPTION of Period Expenses Describe Describe Period
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997
Deducted from asset account:
Allowance for doubtful
accounts $1,388,000 $648,140 $412,140(A) $1,624,000
<F1>
Year Ended December 31, 1996
Deducted from asset account:
Allowance for doubtful
accounts $1,244,000 $325,064 $181,064(A) $1,388,000
<F1>
Year Ended December 31, 1995
Deducted from asset account:
Allowance for doubtful
accounts $1,329,000 $264,091 $349,091(A) $1,244,000
<F1>
<FN>
<F1>
(A) Uncollectible accounts written off.
</FN>
</TABLE>
Independent Auditors' Report Item 14 (d)
To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island
We have audited the consolidated financial statements of A.T. Cross
Company and subsidiaries (the "Company") as of December 31, 1997 and
1996, and for the years then ended, and have issued our report thereon
dated February 10, 1998; such consolidated financial statements and
report are included in the Company's 1997 Annual Report to
Shareholders and are incorporated herein by reference. Our audits
also included the consolidated financial statement schedule of the
Company, listed in Item 14 (d). This consolidated financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the
information set forth therein.
Deloitte & Touche LLP
Boston, Massachusetts
February 10, 1998
Report of Ernst & Young,
Independent Auditors
To the Shareholders
A.T. Cross Company
We have audited the accompanying consolidated statements of income and
retained earnings and cash flows for the year ended December 31, 1995.
Our audit also included the financial statement schedule for the year
ended December 31, 1995, listed in the Index at item 14(a). These
financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of
their operations and their cash flows for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein for the year ended December 31,1995.
ERNST & YOUNG LLP
ERNST & YOUNG LLP
Providence, Rhode Island
January 30, 1996
Exhibit 10.8
A.T. Cross Company
Executive Life Insurance Program
The executive life insurance program provides a portable, universal life
plan for coverage amounts in excess of the first $50,000 of tax free, group
term coverage. The formula for coverage for the participant is three (3)
or four (4) times the base salary, depending on the participant's bonus
level.
Under the program, the Company pays the monthly premium on the Universal
Life policy which is owned by the participant. The premium is paid
directly to the life insurance company and is included in the participant's
annual income. Instead of paying imputed income taxes at Table I rates,
participants have a tax liability based on the premium payments paid by the
Company.
The program also provides for an accrual of cash value.
At retirement, participants have the option to continue to pay scheduled
premiums, convert to an amount of insurance which can be supported by the
cash value or surrender the policy for the cash value.
1997 Annual Report
Company Profile
The A.T. Cross Company is a major international manufacturer of fine writing
instruments and distributor of quality gift products. Cross presently markets
six styles of writing instruments. Each series offers distinctive designs,
appointments and finishes - from precious metals to composite resin - created
to meet the preferences of particular audiences at prices that meet specific
market requirements. These fine writing instruments are sold to the consumer
market through upscale stores worldwide and to the business gift market via a
network of companies specializing in recognition and awards programs. The Pen
Computing Group is a division of the A.T. Cross Company that designs,
manufactures and markets electronic pen products.
Table of Contents
Five-Year Summary, Market & Dividend Information . . . . . . . . . . . . . . 1
Shareholders' Report . . . . . . . . . . . . . . . . . . . . . . . . . . 2 - 3
Cross Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - 7
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 8 - 19
Report of Deloitte & Touche LLP . . . . . . . . . . . . . . . . . . . . . . 19
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . 20 - 23
Corporate Directors & Officers . . . . . . . . . . . . . . . . . . . . . . 24
Corporate Information . . . . . . . . . . . . . . . . . . . .Inside Back Cover
<TABLE>
Five-Year Summary
<CAPTION >
(Thousands of Dollars) 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Operations:
Net Sales From Continuing Operations $ 154,716 $ 166,889 $ 175,610 $ 161,821 $ 148,101
Income(Loss) From Continuing
Operations Before Income Taxes (6,703) 8,075 18,645 16,832 1,209
Provision for Income Taxes (Benefit) (2,346) 2,163 6,082 7,554 1,033
Income(Loss) From Continuing Operations (4,357) 5,912 12,563 9,278 176
Income(Loss) From Discontinued Operations, net (2,321) 694 802 1,256 (3,657)
Net Income (Loss) (6,678) 6,606 13,365 10,534 (3,481)
Cash Dividends Declared 6,600 10,568 10,581 10,738 13,544
Capital Expenditures 7,471 8,983 10,494 7,469 8,468
Depreciation 7,820 6,799 6,338 5,709 5,292
(Thousands of Dollars)
Financial Position:
Current Assets 109,779 118,303 130,647 127,208 125,622
Current Liabilities 39,264 41,822 47,943 43,239 35,630
Total Assets 158,019 174,122 184,867 176,849 174,399
Working Capital 70,515 76,481 82,704 83,969 89,992
Net Property, Plant and Equipment 39,756 39,703 37,543 33,362 31,538
Shareholders' Equity (Net Worth) 112,934 126,791 131,714 128,702 134,160
(Dollars)
Per Share Data:
Basic and Diluted Earnings(Loss) Per Share:
From Continuing Operations (0.26) 0.36 0.76 0.55 0.01
From Discontinued Operations (0.14) 0.04 0.05 0.07 (0.22)
Net Income(Loss) (0.40) 0.40 0.81 0.62 (0.21)
Cash Dividends Declared 0.40 0.64 0.64 0.64 0.80
Shareholders' Equity (Book Value) 6.84 7.69 7.96 7.79 7.92
<FN>
Certain amounts in the years 1993 through 1996 have been restated.
</FN>
</TABLE>
The Company's Class A common stock is traded on the American Stock Exchange
(ATX. A). At December 31, 1997, there were approximately 1,800 shareholders
of record of the Company's Class A common stock and 2 shareholders of record
of the Company's Class B common stock. The weighted average numbers of shares
outstanding were 16,497,687 and 16,531,488 during 1997 and 1996, respectively.
High and low stock prices and dividends for the last two years were:
<TABLE>
Market & Dividend Information
<CAPTION>
CASH CASH
DIVIDENDS DIVIDENDS
QUARTER HIGH LOW DECLARED QUARTER HIGH LOW DECLARED
1997 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First 12 1/2 10 1/4 $.00 First 16 1/4 14 $.00
Second 12 3/4 9 3/4 .16 Second 18 15 .16
Third 12 7/16 8 1/2 .08 Third 17 1/2 11 1/4 .16
Fourth 11 1/8 9 1/16 .16 *<F1> Fourth 12 10 1/2 .32 *<F1>
<FN>
<F1>
*One-half paid in the fourth quarter and balance paid in the subsequent year
first quarter.
</FN>
</TABLE>
A.T. Cross Company & Subsidiaries
Shareholders' Report
To the Shareholders of A.T. Cross Company:
In terms of our financial results, 1997 was not a good year for A.T. Cross
and, therefore, its shareholders. While we can reflect on successes in Europe,
Canada and Latin America, continued sales and earnings declines in our major
market, the United States, and a deterioration during the year of one of our
most significant foreign markets, Asia, greatly overshadowed other financial
successes.
Overall, 1997 net sales were $154.7 million, down 7.3% from 1996, resulting in
a net loss of $6.7 million or 40 cents per share. The results include a $2.3
million (14 cents per share) after-tax loss on the discontinuation of our
Manetti-Farrow subsidiary. Regionally, European sales were up approximately 5%.
Sales to Canada and Latin America increased 94% and 11%, respectively. The
increase in Canadian sales was largely due to Cross regaining market share lost
in 1996 with the bankruptcy of our Canadian distributor. U.S. writing instrument
sales decreased 10.4%. Sales to Asia, up in the first quarter of the year,
declined so dramatically with the fiscal problems of Thailand, Singapore,
Malaysia, Korea, Hong Kong and Japan that our sales for the year were off
approximately 27%. We expect Asian problems to continue to affect us through at
least our first half of 1998 as those economies struggle under monetary
restraints and try to regain economic momentum.
Illustrative of our Asian problems is Thailand, where we believe Cross is the
market leader of imported fine writing instruments. Since July 1997, the
currency suffered a 50% drop in value to the U.S. dollar, many businesses have
failed, and there has been a duty imposed on quality writing instruments of 30%.
Therefore, the cost of our product has skyrocketed on the local market, severely
reducing sales.
Duty free had a pretty good year for Cross in many areas of the world.
Consolidation of our customer base in duty free continues to present challenges
to us, but our writing instruments continue to perform well in that marketplace.
As tobacco and liquor sales come under increased health warnings, duty free
shops worldwide are selling more gift products. In fact, many airports now
resemble shopping malls.
One unexpected 1997 event that negatively impacted our results was the decision
by Fendi to get out of the U.S. leather distribution business. Fendi is a fine
Italian fashion house with worldwide sales of fur, leather, watches and fashion
accessories. For many years, our subsidiary, Manetti-Farrow, has been Fendi's
U.S. distributor of leather goods to roughly 400 retail shops, mostly upscale
department stores. Fortunately, our inventory liquidation went smoother and
quicker than expected and actually has been a cash flow benefit to Cross.
We sold our former distribution center in 1997 for $4,500,000 and took a
$290,000 write-off ($189,000 after-tax, or 1 cent per share). An $800,000
($520,000 after-tax, or 3 cents per share) downsizing expense was the result of
eliminating approximately 80 positions, mostly in Lincoln, Rhode Island.
A few years ago, our senior staff and consultants spent many hours looking at
Cross, its position in the worldwide writing instrument market and the writing
instrument market itself, with a goal of realigning the Company for the future.
One of our conclusions was that the writing instrument market, over the long
term, would not provide acceptable growth opportunities as people wrote less and
used computers more. In fact, less ink is being put to paper. The advent of the
personal digital assistant (PDA), like the Palm Pilot_, is moving people away
from the conventional date book or personal agenda. At the same time, e-mail has
become a very popular, yet inkless, form of communication.
For several years, we have been researching the ways that a pen-based product
might be used to facilitate electronic communications. 1996 saw the formation of
our Pen Computing Group, a new division that will actively pursue opportunities
in that market area.
The first product introduction by the division was our DigitalWriter. Basically
a Cross pen with a special patented refill, it gives a pen to paper feel when
writing on the plastic screens common to the very popular Palm Pilot and many
other hand-held computers and digital cameras.
Presently, most PDA's are sold with a very thin plastic stylus that is stored
inside the unit. Many people find this stylus, with its sharp plastic point, to
be both uncomfortable to hold and scratchy to write with. Our DigitalWriter,
sold as an accessory item in many computer stores, office mega stores and
catalogs, offers the customer a wonderful alternative to the stylus.
A second product introduced in late 1997 is the Cross iPen. This electronic pen
and tablet, compatible with Windows_95, is an alternative to the mouse. In
addition to pointing and clicking, the product offers many additional features
that a mouse does not. In a few months, its 1997 sales exceeded a million
dollars and, more importantly, has given us credibility in the computer
industry.
Additionally, at the November Comdex show in Las Vegas, Cross launched its
CrossPad, to be sold starting in March, 1998. This product, jointly developed
by Cross and IBM, is a portable electronic note pad that allows one to put ink
on a traditional pad of paper with a new Cross digital pen. While notes are
being written, they are electronically captured for future filing, faxing or
e-mailing. At the show, this product created much excitement and was recognized
by PC WEEK magazine as a Best of Comdex Finalist. We expect this product to
further enhance the credibility of the Cross Pen Computing Group and contribute
to sales and earnings in 1998.
In the Fall of 1997, we also began test marketing a line of Cross timepieces.
Although there are many competitors in this industry, the market is much larger
than writing instruments and we believe our loyal customers will embrace our
product line. Results from our two test markets in the United States show that
our reputation for quality is transferable, with about half the line selling
reasonably well. We are redesigning the less successful styles and will continue
testing in 1998.
With little growth in the overall worldwide writing instrument market, our goal
is to improve our writing instrument market share in Europe, where it is
smallest against our major competition, yet has shown growth. We will also
continue to develop newly emerging markets such as East Europe, Russia, China
and India. We also must improve our margins to deliver a competitive return to
shareholders who have not enjoyed acceptable returns from Cross in the past two
years.
In the United States, we are slowly regaining market share in the upper end of
the market with our Townsend and Pinnacle lines and we must also protect our
strong position in our Century arena. Much of the Cross shortfall in the U.S.
marketplace over the past two years is directly related to the decreasing sales
of our products through the catalog showroom and mass market sectors, which are
of less and less importance to Cross. Catalog showrooms are disappearing from
the American retail environment and mass marketers have relegated writing
instruments to racks and speed tables. These trends are unhealthy to the Cross
brand. As these accounts wind down, we can anticipate continued growth in the
carriage trade and office mega store channels.
Finally, let us conclude by saying management is committed to returning Cross
to acceptable margins and earnings. We look at 1998 as a year where writing
instruments will earn a more acceptable return and our Pen Computing Group will
provide its first year of significant sales and earnings.
To our worldwide associates, thank you for all your efforts to further our
brand in your respective marketplaces and to our manufacturing partners and
associates, thank you for your efforts. To our shareholders, thank you for your
continued support. We will do all that is possible to justify your support.
Cordially yours,
Bradford R. Boss Russell A. Boss
Chairman President and CEO
February 12, 1998
The power of technology - The simplicity of a pen
Millions of letters, contracts, grocery lists and love notes have been written
with Cross writing instruments. Starting this year, they'll also edit business
proposals, design newsletters, chronicle board meetings and compose e-mail with
writing instruments designed for the 21st century. That's because of the new
digital writing products created by the Pen Computing Group (PCG), a new Cross
division.
Through PCG, Cross is redefining and broadening the role of the pen in the
digital age. Working with leading high-technology companies, Cross PCG is
designing tools for business that increase productivity and are simple to use -
inventing products that go far beyond the mouse and keyboard of today.
CrossPad_, the first personal digital notepad, lets you take notes using a pen
and paper, like you always have, and capture these notes as "digital ink". Using
a special notepad and a new Cross digital pen, you can upload your notes to your
PC for filing, faxing, e-mailing and more. The software also allows you to
select "digital ink" and convert it to typed text, ready for use in any Windows
95 application.
DigitalWriter_ employs proprietary writing technology only available from Cross.
This special polymeric stylus provides a patented "pen-on-paper" feel when used
with PDA's such as Palm Pilot. DigitalWriter_ pens will augment or replace the
plastic stick stylus that is typically supplied with today's PDA's.
iPen_ is a writing and navigating tool for your PC. The iPen_ provides full
mouse functionality with an intuitive design, and is the ideal tool for marking
up and editing documents right on your PC. Touch the pen to a special tablet
surface and you can point, click, as well as write in "digital ink". The iPen_
is an attractive alternative to your mouse.
Reliable, handsome and useful, these business tools offer the form, feel and
function that merit the Cross name, and will result in dynamic new market
segments for A.T. Cross.
Anticipating the Future
iPen
DigitalWriter
The iPen with matte-black finish and 22-karat gold plated appointments, combine
traditional Cross styling with digital-age functionality.
The DigitalWriter is offered in five distinctive models that appeal to both
traditional and contemporary tastes.
CrossPad and iPen allow for traditional note taking that can be transformed
into "digital ink".
Quality & craftsmanship create time-honored elegance
When Cross created the Century_ pen more than 50 years ago, it quickly became
recognized for its distinct silhouette. It was the quality and craftsmanship,
however, that made people trust the Cross name. In 1993, the Cross Townsend_
line built upon that name recognition, its bold profile well suited to the style
of the time. This year, our newest design, Pinnacle_, takes its place among our
elite line of writing instruments. Crafted from among the most precious metals
and lacquers available, and accented with 22-karat gold plate, the Pinnacle
collection will make its mark among those who treasure exceptional quality and
elegant design.
These same attributes distinguish the new line of Cross timepieces, which is
already finding favor with those who appreciate the Cross name. With Swiss-made
quartz movements and a comprehensive three-year warranty, these men's and
women's watches meet the exacting Cross standards for style, quality and
reliability. The line had its debut at the new Manhattan store of the largest
timepiece retailer in the world, Tourneau's Time Machine, followed by
distribution to retailers in the Northeast and Southern California. After
satisfactory completion of our market tests, the timepieces will be found in
high-end jewelry stores and upscale department stores - the perfect settings
for those who recognize Cross as a symbol of achievement.
Building on tradition
Pinnacle
The new Cross Pinnacle line has been created in three luxurious finishes -
peacock blue lacquer, 22-karat gold plate and sterling silver - all with
22-karat gold plate appointments.
Timepieces
The new Cross line of men's and women's timepieces includes more than 50
traditional styles. Round and rectangular cases combine with both leather
straps and metal bracelets to create a collection that appeals to a variety
of individual tastes.
<TABLE>
A.T. Cross Company & Subsidiaries
Consolidated Balance Sheets
<CAPTION>
DECEMBER 31
1997 1996
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 25,800,777 $ 14,767,483
Short-term investments 21,607,293 27,288,967
Accounts receivable, less allowances
for doubtful accounts of $1,624,000
at 1997 and $1,388,000 at 1996 37,571,319 43,221,644
Inventories
Finished goods 7,767,465 7,063,289
Work in process 5,646,732 5,449,050
Raw materials 6,624,593 6,498,693
20,038,790 19,011,032
Other current assets 4,760,845 14,014,434
Total Current Assets 109,779,024 118,303,560
Property, Plant and Equipment
Land and land improvements 1,274,453 1,274,453
Buildings 17,727,945 16,961,000
Machinery and equipment 90,341,414 83,461,833
109,343,812 101,697,286
Less allowances for depreciation 69,588,036 61,994,272
Net Property, Plant and Equipment 39,755,776 39,703,014
Intangibles and Other Assets 8,484,563 16,115,638
$ 158,019,363 $ 174,122,212
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Note payable to bank $ - $ 6,000,000
Accounts payable 6,247,870 5,834,459
Accrued compensation and related taxes 3,328,581 2,392,428
Accrued expenses and other liabilities 19,139,838 15,421,298
Cash dividends payable 1,320,379 2,638,536
Contributions payable to employee benefit plans 9,227,698 8,105,220
Income taxes payable - 1,430,346
Total Current Liabilities 39,264,366 41,822,287
Accrued Warranty Costs 5,821,000 5,509,000
Shareholders' Equity
Common stock, par value $1 per share:
Class A-authorized 40,000,000 shares,
15,294,652 shares issued and 14,696,272
shares outstanding at December 31, 1997,
and 15,282,412 shares issued and 14,686,049
shares outstanding at December 31,1996 15,294,652 15,282,412
Class B-authorized 4,000,000 shares,
1,804,800 shares issued and outstanding
at December 31, 1997 and 1996 1,804,800 1,804,800
Additional paid-in capital 11,958,670 11,837,534
Retained earnings 93,502,930 106,781,204
Accumulated foreign currency translation adjustment (702,273) (20,876)
121,858,779 135,685,074
Treasury stock, at cost, 598,380 shares
in 1997 and 596,363 shares in 1996 (8,924,782) (8,894,149)
Total Shareholders' Equity 112,933,997 126,790,925
$ 158,019,363 $ 174,122,212
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<TABLE>
A.T. Cross Company & Subsidiaries
Consolidated Statements of Operations & Retained Earnings
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
<S> <C> <C> <C>
Revenues
Net sales $ 154,715,676 $ 166,888,830 $ 175,609,907
Interest and other income 1,958,920 2,030,901 3,354,656
156,674,596 168,919,731 178,964,563
Costs and Expenses
Cost of goods sold 81,269,291 86,852,638 85,187,128
Selling, general and administrative expenses 74,693,999 66,795,543 67,653,709
Research and development expenses 3,366,683 2,876,756 2,990,745
Service and distribution costs 4,048,081 4,319,405 4,487,692
163,378,054 160,844,342 160,319,274
Income (Loss) from Continuing
Operations Before Income Taxes (6,703,458) 8,075,389 18,645,289
Provision for income taxes (benefit) (2,346,000) 2,163,627 6,081,968
Income (Loss) from Continuing Operations (4,357,458) 5,911,762 12,563,321
Discontinued Operations, Less
Income Taxes (Benefit)
Income from operations 18,366 694,164 802,032
(Loss) on disposal (2,339,366) - -
Income (Loss) from Discontinued Operations (2,321,000) 694,164 802,032
Net Income (Loss) (6,678,458) 6,605,926 13,365,353
Retained earnings at beginning of year 106,781,204 110,743,135 107,958,596
Cash dividends declared (per share: $0.40
in 1997, and $0.64 in 1996 and 1995) 6,599,816 10,567,857 10,580,814
Retained Earnings at End of Year $ 93,502,930 $ 106,781,204 $ 110,743,135
Basic and Diluted Earnings (Loss) per Share:
From Continuing Operations $ (0.26) $ 0.36 $ 0.76
From Discontinued Operations (0.14) 0.04 0.05
Net Income (Loss) Per Share $ (0.40) $ 0.40 $ 0.81
Weighted Average Shares Outstanding:
Denominator for Basic Earnings Per Share 16,497,687 16,531,488 16,528,876
Effect of Dilutive Securities:
Employee Stock Options <F1> -(A) 31,325 77,319
Denominator for Diluted Earnings Per Share 16,497,687 16,562,813 16,606,195
<FN>
<F1>
(A) No incremental shares related to options are included due to the loss.
See notes to consolidated financial statements.
</FN>
</TABLE>
<TABLE>
A.T. Cross Company & Subsidiaries
Consolidated Statements of Cash Flows
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995
<S> <C> <C> <C>
CASH PROVIDED BY (USED IN):
Operating Activities:
Income (loss) from continuing operations $ (4,357,458) $ 5,911,762 $ 12,563,321
Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization 8,226,180 7,077,275 6,612,135
Provision for losses on accounts receivable 648,140 325,064 264,091
Deferred income taxes (564,540) 583,036 (89,372)
Provision for warranty costs 742,764 685,183 1,050,103
Changes in operating assets and liabilities:
Accounts receivable 3,843,952 2,673,074 (10,852,562)
Inventories (1,360,758) 5,232,610 (12,213,631)
Other assets - net (247,476) (2,251,131) 1,076,685
Accounts payable 433,057 (5,041,381) 5,026,065
Other liabilities - net 4,862,623 (6,363,466) 1,505,644
Warranty costs paid (430,764) (385,183) (750,103)
Foreign currency transaction (gain) loss 927,356 270,579 (194,763)
Net Cash Provided by Continuing Operations 12,723,076 8,717,422 3,997,613
Discontinued operations:
Income (loss) from discontinued operations (2,321,000) 694,164 802,032
Changes in operating assets and liabilities 12,610,378 (4,839,265) 7,851,504
Net Cash Provided by (Used in)
Discontinued Operations 10,289,378 (4,145,101) 8,653,536
Net Cash Provided by Operating Activities 23,012,454 4,572,321 12,651,149
Investing Activities:
Additions to property, plant and equipment (7,470,742) (8,982,743) (10,493,514)
Proceeds from sale of building 4,200,000 - -
Purchase of short-term investments (10,098,309) (26,373,158) (33,316,155)
Sale or maturity of short-term investments 15,779,983 20,509,692 64,922,102
Net Cash Provided by (Used in)
Investing Activities 2,410,932 (14,846,209) 21,112,433
Financing Activities:
Cash dividends paid (7,917,972) (10,577,643) (10,576,346)
Proceeds from bank borrowings 12,400,000 8,600,000 10,700,000
Repayment of bank borrowings (18,400,000) (2,600,000) (12,700,000)
Proceeds from sale of Class A common stock 102,743 316,826 647,225
Purchase of treasury stock - (1,281,806) (306,606)
Net Cash Used in Financing Activities (13,815,229) (5,542,623) (12,235,727)
Effect of exchange rate changes
on cash and cash equivalents (574,863) 25,562 108,751
Increase (decrease) in cash and cash equivalents 11,033,294 (15,790,949) 21,636,606
Cash and cash equivalents at beginning of year 14,767,483 30,558,432 8,921,826
Cash and Cash Equivalents at End of Year $ 25,800,777 $ 14,767,483 $ 30,558,432
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
A.T. Cross Company & Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997
Note A - Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the
accounts of the Company and all of its subsidiaries. Upon consolidation, all
material intercompany accounts and transactions are eliminated.
Reclassification of Prior Years' Financial Statements: Certain amounts in 1996
and 1995 have been reclassified in order to permit comparison to 1997.
Accounting for Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires the Company to make
assumptions that affect the estimates reported in these consolidated financial
statements. Actual results may differ from these estimates.
Industry Segments and Nature of Operations: The Company currently operates
predominately in one industry segment, the manufacture, sale and distribution
of writing instruments, and sells to retailers and wholesale distributors
throughout the world, principally in North America, Europe and the Far
East/Asia. In 1996, the Company established the Pen Computing Group (PCG) to
develop and market new pen-based products that facilitate electronic
communications. Significant costs were recorded during 1997 relating to the
development and marketing of new product lines and commencement of operations,
resulting in a pre-tax loss from continuing operations of $5,728,000 for PCG,
on a stand alone basis. Shipment of product began in 1997 resulting in revenues
approximating $1,657,000. Additionally, approximately 20% of the Company's 1997
capital expenditures related to PCG. The Company discontinued its Manetti-Farrow
operations as of June 30, 1997 (See Note K).
Cash Equivalents and Short-Term Investments: The Company considers all highly
liquid investments with a remaining maturity of three months or less when
purchased to be cash equivalents. Short-term investments are stated at cost,
which approximates market, and consist of interest bearing investments with a
remaining maturity of greater than three months when purchased. Cash equivalents
and short-term investments are placed only with high-credit quality financial
institutions. At December 31, 1997 and 1996, approximately 50% and 55%,
respectively, of the Company's cash, cash equivalents and short-term investments
were placed with one financial institution.
Short-term investments at December 31, 1997 and 1996 include time deposits,
certificates of deposit, municipal bonds and U.S. Government Agency bonds and
treasury notes ("Trading" securities) which have a maturity greater than three
months. Trading securities are stated at cost which approximates fair market
value.
Inventories: Substantially all domestic inventories are priced at the lower of
last-in, first-out cost or market. The remaining inventories are priced at the
lower of first-in, first-out cost or market.
Property, Plant and Equipment, and Related Depreciation: Property, plant and
equipment are stated on the basis of cost. Provisions for depreciation are
computed using a combination of accelerated and straight-line methods which are
intended to depreciate the cost of such assets over their estimated useful lives
which range from three to thirty years.
Assets Held for Sale: The carrying value of the Company's former distribution
center in Lincoln, Rhode Island, which was sold in July 1997, was included in
the balance sheet caption "Intangibles and Other Assets" at December 31, 1996.
Proceeds from the sale closely approximated the carrying value at December 31,
1996.
Derivatives: The Company has a program in place to manage foreign currency risk.
As part of that program, the Company has entered into foreign currency exchange
contracts to hedge anticipated foreign currency transactions or commitments,
primarily purchases of materials and products from foreign suppliers, and
certain foreign currency denominated balance sheet positions. The terms of the
contracts generally correspond with the dates of the anticipated foreign
currency transactions. Realized and unrealized gains and losses on those
contracts intended to hedge specific foreign currency transactions or
commitments are deferred and accounted for as part of the transaction, while
gains and losses on other contracts are included in net income (loss). Foreign
currency exchange losses are included in selling, general and administrative
expenses and approximated $1,060,000, $710,000 and $70,000 in 1997, 1996 and
1995, respectively.
Gold Purchase Commitments: To reduce its exposure to fluctuating gold prices,
the Company enters into gold purchase commitments with a third party. The
contracts require the Company to purchase a specified quantity of gold bullion
at a fixed price in the future, and require the Company to pay a monthly fee on
the total value of each contract. The rate of the fee on each contract is
selected from a pool of available rates related to the federal funds rate or the
London Interbank Offering Rate (LIBOR). At any point in time, the Company's
outstanding gold purchase contracts are generally sufficient to supply
approximately twelve months expected gold usage. At December 31, 1997, the total
contract prices of outstanding gold purchase commitments amounted to $4,670,000.
Advertising Costs: The costs of advertising are charged to expense as incurred
and amounted to $24,620,000, $21,359,000 and $21,783,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. Accrued advertising and
marketing support expenses were $6,400,000 and $5,100,000 at December 31, 1997
and 1996, respectively, and are included in accrued expenses and other
liabilities.
Warranty Costs: The Company's writing instruments are sold with a full warranty
of unlimited duration against mechanical failure. Estimated warranty costs are
accrued at the time of sale. Discretionary product repair and replacement costs,
not related to mechanical failure, are included in service and distribution
costs.
Net Income (Loss) Per Share: Net income (loss) per share is computed based upon
the weighted average number of shares of Class A and Class B common stock
outstanding during the year. In 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." The Company adopted this new principle in 1997. The
exercise of outstanding stock options has not resulted in a material dilution of
net income per share. Prior years' earnings per share have been restated to give
effect to SFAS No. 128.
Long-Lived Assets: The Company evaluates the carrying value of its long-lived
assets relying on a number of factors, including operating results, future
anticipated cash flows, business plans and certain economic projections. In
addition, the Company's evaluation considers nonfinancial data such as changes
in the operating environment, competitive information, market trends and
business relationships.
New Accounting Pronouncements: The FASB recently issued SFAS No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Both statements are effective and will be
adopted by the Company in fiscal 1998. The effect of adopting these standards is
not expected to be material to the Company's consolidated financial position or
results of operations; however, they both may require additional disclosure.
Note B - Inventories
Domestic inventories approximating $6,909,000 and $9,967,000 at December 31,
1997 and 1996, respectively, are priced at the lower of last-in, first-out
(LIFO) cost or market. The remaining inventories are priced at the lower of
first-in, first-out (FIFO) cost or market.
If the first-in, first-out method of inventory valuation had been used by the
Company for those inventories priced using the last-in, first-out method,
inventories would have been approximately $13,978,000 and $13,652,000 higher
than reported at December 31, 1997 and 1996, respectively. The Company believes
the LIFO method of inventory valuation ordinarily results in a more appropriate
matching of its revenues to their related costs since current costs are included
in cost of goods sold and distortions in reported income due to the effect of
changing prices are reduced.
Note C - Common Stock
The Class A and Class B common stock are identical, except for differences with
respect to certain voting rights. Shareholders are entitled to share equally in
dividends that may be declared by the Board of Directors and, upon liquidation,
to share ratably in any assets which remain available for distribution on the
Class A and Class B common stock. Holders of Class A common stock are entitled
to elect one-third of the number of directors.
<TABLE>
Changes in Class A common stock and additional paid-in capital are shown below
(there were no changes in Class B common stock):
<CAPTION>
Class A Common Stock
Number Additional
of Paid-In
Shares Amount Capital
<S> <C> <C> <C>
Balances at January 1, 1995 15,194,293 $ 15,194,293 $ 10,721,412
Stock option activity 40,984 40,984 484,808
Stock purchase plan 8,039 8,039 113,394
Balances at December 31, 1995 15,243,316 15,243,316 11,319,614
Stock option activity 15,334 15,334 189,488
Stock purchase plan 7,947 7,947 104,057
Restricted stock plan 15,815 15,815 224,375
Balances at December 31, 1996 15,282,412 15,282,412 11,837,534
Other shares issued 2,926 2,926 32,810
Stock purchase plan 9,314 9,314 88,326
Balances at December 31, 1997 15,294,652 $ 15,294,652 $ 11,958,670
</TABLE>
Note D - Stock Option and Stock Purchase Plans
The Company has an incentive stock option plan and a non-qualified stock option
plan under which options to purchase shares of Class A common stock may be
granted to key employees. Options to purchase Class A shares are automatically
granted annually pursuant to formula under the non-qualified plan to members of
the Company's Board of Directors.
Under the incentive plan, the option price is the mean between the high and low
prices of the stock on the date that the option is granted. The plan expires in
February 1998. The term of each option is ten years or such shorter period as
may be determined by the Board of Directors.
The option price for options issued under the non-qualified plan is the mean
between the high and low price on the date of the grant. The plan has no
definite expiration date, but may be terminated by the Board of Directors. The
term of each option is ten years or such shorter period as may be determined by
the Board of Directors. The number of shares of Class A common stock reserved
for issuance under the plan was increased by 675,000 by the Company's
shareholders in 1995.
Options under both the incentive plan and the non-qualified plan vest and become
exercisable at such time or times, in installments or otherwise, as may be
determined by the Compensation Committee of the Board of Directors and set forth
in a written agreement evidencing the grant of such option. Stock option
activity during the three years ended December 31, 1997 was as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE SHARES
OPTIONS PRICE PER SHARE RESERVED
<S> <C> <C> <C>
Incentive Stock Option Plan:
Outstanding at January 1, 1995 461,120 $ 21.21 608,140
Granted 32,250 $ 15.75 -
Exercised (3,334) $ 15.44 (3,334)
Canceled (62,149) $ 22.10 -
Outstanding at December 31, 1995 427,887 $ 19.48 604,806
Granted 37,250 $ 14.95 -
Exercised (4,000) $ 15.44 (4,000)
Canceled (73,887) $ 19.25 -
Outstanding at December 31, 1996 387,250 $ 19.90 600,806
Granted 174,750 $ 9.99 -
Canceled (268,300) $ 20.23 -
Outstanding at December 31, 1997 293,700 $ 17.82 600,806
<FN>
Approximately 167,000 (at a weighted average price of $18.47), 354,000 and
385,000 options outstanding were exercisable at December 31, 1997, 1996 and
1995, respectively. At December 31, 1997, exercise prices of outstanding
options ranged from $9.69 to $36.69, approximately 80% of which were priced
at less than $15.45. Outstanding options had a weighted average remaining
contractual life of approximately eight years.
</FN>
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED AVERAGE SHARES
OPTIONS PRICE PER SHARE RESERVED
<S> <C> <C> <C>
Non-Qualified Stock Option Plan:
Outstanding at January 1, 1995 705,007 $ 16.53 786,797
Addition to shares reserved - - 675,000
Granted 677,226 $ 15.21 -
Exercised (37,650) $ 12.64 (37,650)
Canceled (83,993) $ 15.01 -
Outstanding at December 31, 1995 1,260,590 $ 16.10 1,424,147
Granted 11,182 $ 11.50 -
Exercised (11,334) $ 12.63 (11,334)
Canceled (86,317) $ 16.24 -
Outstanding at December 31, 1996 1,174,121 $ 15.91 1,412,813
Granted 634,656 $ 9.83 -
Canceled (713,733) $ 15.47 -
Outstanding at December 31, 1997 1,095,044 $ 16.49 1,412,813
<FN>
Approximately 331,000 (at a weighted average price of $17.81), 603,000 and
629,000 options outstanding were exercisable at December 31, 1997, 1996 and
1995, respectively. At December 31, 1997, exercise prices of outstanding
options ranged from $9.69 to $33.02, approximately 80% of which were priced
at less than $15.20. Outstanding options had a weighted average remaining
contractual life of approximately eight years.
</FN>
</TABLE>
The Company also has an employee stock purchase plan allowing eligible
employees, other than officers and directors, to purchase shares of the
Company's Class A common stock at 10% less than the mean between the high and
low prices of the stock on the date of purchase. A maximum of 320,000 shares is
available under the plan and the aggregate number of shares reserved was
136,416, 145,730 and 153,677 at December 31, 1997, 1996 and 1995, respectively.
In addition, the Company has a restricted stock plan under which shares of the
Company's Class A common stock may be issued to certain executives representing
a portion of their annual incentive compensation in the event that such annual
incentive compensation is in excess of performance target levels. Shares
granted under the plan in 1996 may not be sold, assigned, pledged or otherwise
encumbered during the restriction period which expires on December 31, 1999. If
the Company fails to achieve certain operating targets during the restriction
period, shares granted under the plan will revert back to the Company or will
be canceled. At December 31, 1997, 13,535 shares were outstanding under the
restricted stock plan.
The Company applies APB Opinion No. 25 to account for its stock option plans.
Accordingly, pursuant to the terms of the plans, no compensation cost has been
recognized. However, if the Company had determined compensation cost for stock
option grants issued during 1997, 1996 and 1995 under the provisions of SFAS
No. 123, the Company's earnings (loss) and earnings (loss) per share would have
been impacted by approximately $1,485,000 ($0.09 per share) in 1997, $93,000
($0.00 per share) in 1996, and $1,242,000 ($0.07 per share) in 1995.
The fair value of each stock option granted in 1997, 1996 and 1995 under the
Company stock option plans was estimated on the date of grant using the Black-
Scholes option-pricing model. The following key assumptions were used to value
grants issued for each year:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE AVERAGE DIVIDEND
RISK FREE RATE EXPECTED LIFE VOLATILITY YIELD
<S> <C> <C> <C> <C>
1997 5.00% 5.0 years 34.70% 3.0%
1996 5.00% 5.0 years 29.00% 4.6%
1995 5.00% 5.0 years 24.90% 4.1%
</TABLE>
The weighted average fair values per share of stock options granted during
1997, 1996 and 1995 were $2.85, $2.84 and $2.89, respectively. It should be
noted that the option pricing model used was designed to value readily tradable
stock options with relatively short lives. The options granted to employees are
not tradable and have contractual lives of up to ten years. However, management
believes that the assumptions used and the model applied to value the awards
yields a reasonable estimate of the fair value of the grants made under the
circumstances.
Note E - Employee Benefit Plans
The Company has a non-contributory defined benefit pension plan and a defined
contribution retirement plan (consisting of a savings plan and a non-
contributory profit sharing plan), which cover substantially all domestic
employees. In addition, participants in the plans whose retirement benefits
would exceed amounts permitted under the Internal Revenue Code participate in a
non-qualified excess retirement plan which provides a supplemental unfunded
benefit equal to the amount of any benefit that would have been payable under
the qualified retirement plan but for certain limitations under the Internal
Revenue Code. Approximately $2,800,000 and $2,500,000 were accrued for the
excess plan at December 31, 1997 and 1996, respectively, using the same
actuarial assumptions as the defined benefit pension plan. Employees of non-U.S.
subsidiaries generally receive retirement benefits from company sponsored
defined benefit or defined contribution plans or from statutory plans
administered by governmental agencies in their countries. The Company does not
provide its employees any post-retirement benefits other than those described
above.
Benefits under the defined benefit plans are based on the employee's years of
service and compensation, as defined. The Company's funding policy is consistent
with applicable local laws and regulations.
The savings plan, established under Section 401(k) of the Internal Revenue Code,
allows participants to contribute up to 10% of their annual compensation. The
Company will contribute 50% of the participant's contribution, to a maximum of
3% of the participant's salary and bonus.
The Company's annual accrual and contribution for both the savings and profit
sharing plans will not exceed the maximum amount deductible for such year for
federal income tax purposes.
The Company also has a voluntary employee beneficiary association (VEBA) plan.
The VEBA plan provides payment of health benefits to the Company's employees and
their beneficiaries. However, since the inception of the Company's fully funded
medical insurance program in April 1997, the VEBA plan has been dormant.
The following table sets forth the defined benefit plans' combined funded
status and amounts recognized in the Company's consolidated balance sheets at
December 31 of each year:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation including vested
benefits of $20,968,000 in 1997, $17,869,000 in
1996, and $16,331,000 in 1995 $ 22,364,000 $ 18,322,000 $ 16,877,000
Projected benefit obligation $(28,418,000) $(25,280,000) $(23,023,000)
Plan assets at fair value (marketable securities
and short-term cash investments) 29,099,000 22,870,000 18,553,000
Excess (deficiency) of plan assets over projected
benefit obligation 681,000 (2,410,000) (4,470,000)
Unrecognized net gain (6,212,000) (3,440,000) (1,316,000)
Unrecognized prior service cost 144,000 185,000 174,000
Unrecognized net transition obligation, net of
amortization 416,000 486,000 421,000
Accrued pension cost included in contributions
payable to employee benefit plans $ (4,971,000) $ (5,179,000) $ (5,191,000)
The principal assumptions used in computing the
amounts on the preceding table are as follows:
Average discount rate 7.00% 7.75% 7.00%
Increase in future compensation 4.00% 4.50% 4.00%
Expected long-term return on plan assets 9.00% 9.00% 9.00%
Expenses for each of the employee benefit plans
are as follows:
Service cost - benefits earned during the year $ 1,662,000 $ 1,685,000 $ 1,316,000
Interest cost on projected benefit obligation 1,848,000 1,666,000 1,590,000
Actual return on plan assets (6,040,000) (2,966,000) (3,278,000)
Net amortization and deferral 4,142,000 1,339,000 1,893,000
Net pension cost of defined benefit plans 1,612,000 1,724,000 1,521,000
Savings plan 720,000 761,000 686,000
Profit sharing plan - - 1,000,000
Total $ 2,332,000 $ 2,485,000 $ 3,207,000
</TABLE>
Note F - Income Taxes From Continuing Operations
<TABLE>
The provision (benefit) for income taxes consists of the following:
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Currently (receivable) payable:
Federal $ (2,430,277) $ 1,549,354 $ 5,910,000
State - (63,763) 173,340
Foreign 648,817 95,000 88,000
(1,781,460) 1,580,591 6,171,340
Deferred:
Federal 274,454 502,383 (83,151)
State (838,994) 89,653 (15,221)
Foreign - (9,000) 9,000
(564,540) 583,036 (89,372)
Total $ (2,346,000) $ 2,163,627 $ 6,081,968
</TABLE>
<TABLE>
The reconciliation of income taxes computed at the statutory federal income tax
rate to the provision for income taxes from continuing operations is as follows:
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Statutory federal income tax $ (2,346,210) $ 2,826,113 $ 6,526,178
State income tax,
less federal tax benefit (545,346) 16,430 102,792
Foreign operations 1,411,973 145,000 170,000
Benefit of Foreign Sales Corporation (506,000) (457,000) (575,000)
Miscellaneous (360,417) (366,916) (142,002)
Provision for income taxes $ (2,346,000) $ 2,163,627 $ 6,081,968
</TABLE>
<TABLE>
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31 are
presented below:
<CAPTION>
1997 1996
<S> <C> <C>
DEFERRED TAX ASSETS:
Accounts receivable $ 310,420 $ 310,728
Additional costs inventoried for tax purposes and
inventory reserves not deductible for tax purposes 875,629 759,111
Excess benefit plan 1,170,141 994,322
Accrued warranty costs 2,258,694 2,138,000
Accrued pension costs 1,347,835 1,170,385
Intangible assets 700,572 639,000
Net operating loss carryforward 1,165,000 1,322,000
Other 1,207,531 462,215
9,035,822 7,795,761
Less: valuation allowance (1,165,000) (1,322,000)
Total deferred tax assets 7,870,822 6,473,761
DEFERRED TAX LIABILITIES:
Property, plant and equipment, principally due to
differences in depreciation (1,683,967) (712,685)
Other (248,915) (387,676)
Total deferred tax liabilities (1,932,882) (1,100,361)
Net deferred tax asset (included in the consolidated
balance sheet caption Intangibles and Other Assets) $ 5,937,940 $ 5,373,400
</TABLE>
The Company's wholly-owned subsidiary, A. T. Cross Limited ("ATCL") is not
subject to the Republic of Ireland statutory income tax rate. Through 2010,
ATCL is subject to the 10% rate on profits from sales of Irish manufactured
goods, as defined. This lower tax rate reduced income tax expense and increased
net income by approximately $730,000 in 1997, $246,000 in 1996, and $625,000 in
1995. Beginning in 1994, the earnings of ATCL are subject to taxation in the
United States pursuant to anti-deferral legislation. This had the effect of
decreasing net income by approximately $640,000 in 1997, $215,000 in 1996, and
$549,000 in 1995.
At December 31, 1997 and 1996 undistributed earnings of foreign subsidiaries
amounted to approximately $73,436,000 and $71,083,000 (including approximately
$40 million in 1997 and $37 million in 1996 of cash, cash equivalents and
short-term investments). These earnings could become subject to additional tax
if they are remitted as dividends, if foreign earnings are lent to the Company
or a U.S. affiliate, or if the Company should sell its stock in the subsidiaries
Since it is generally the intention of the Company to invest the undistributed
earnings of foreign subsidiaries in the growth of business outside the United
States, deferred income taxes have not been provided on such earnings. The
amount of additional taxes that might be payable on the foreign earnings
approximates $22,400,000.
At December 31, 1997, net operating loss carryforwards for certain foreign
subsidiaries were approximately $3,045,000 for tax purposes. These losses begin
to expire in 1998.
Income taxes paid in 1997, 1996 and 1995 were approximately $2,442,000,
$5,200,000 and $7,275,000, respectively.
Note G - Geographic Information
<TABLE>
The following table sets forth geographic information for the Company:
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Net sales to unaffiliated customers:
United States $ 100,216,275 $ 111,538,397 $ 123,268,925
Europe and Far East 54,499,401 55,350,433 52,340,982
Total $ 154,715,676 $ 166,888,830 $ 175,609,907
Income (loss) from continuing
operations before income taxes:
United States $ (9,305,693) $ 4,628,354 $ 13,899,549
Europe and Far East 2,602,235 3,447,035 4,745,740
Total $ (6,703,458) $ 8,075,389 $ 18,645,289
Identifiable assets:
United States $ 70,380,565 $ 78,353,984 $ 102,439,015
Europe and Far East 87,638,798 95,768,228 82,427,555
Total $ 158,019,363 $ 174,122,212 $ 184,866,570
</TABLE>
Identifiable assets outside the United States include cash, cash equivalents
and short-term investments of $39,696,000, $37,363,000 and $46,259,000 at
December 31, 1997, 1996 and 1995, respectively. United States sales to
unaffiliated customers include export sales of approximately $20,575,000,
$25,252,000 and $27,972,000 in 1997, 1996 and 1995, respectively.
Note H - Line of Credit
The Company has an unsecured line of credit agreement with a bank under which
it may borrow up to $50,000,000. Any amounts borrowed under the agreement are
payable on demand and will bear interest at one half of one percent (1/2 of 1%)
per annum in excess of the LIBOR. The agreement is cancelable at any time by
the Company or the bank. The highest amount borrowed at any time during 1997
was $7,500,000.
The Company also has a multi-currency credit arrangement with a bank under which
it may borrow up to the equivalent of 7,000,000 U.S. dollars to meet short-term
foreign currency needs. This agreement is on an "offering basis" in that the
terms and conditions of any transaction shall be mutually agreed upon at the
time of each specific transaction. There were no amounts outstanding under this
agreement at any time in 1997.
Note I - Financial Instruments
<TABLE>
The table below details the U.S. dollar equivalent of foreign exchange
contracts as of December 31, 1997 and 1996, along with maturity dates and
net unrealized gain (loss) deferred.
<CAPTION>
(Thousands of Dollars)
CONTRACT AMOUNT MATURITY UNREALIZED GROSS NET UNREALIZED
U.S. $ EQUIVALENT DATE GAIN (LOSS) GAIN (LOSS) DEFERRED
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
French Francs $ 995 1998 $ - $ -
Pounds Sterling 1,660 1998 - -
Spanish Pesetas 2,607 1998 - -
German Marks 283 1998 - -
Japanese Yen 3,736 1998 290 -
Italian Lira 563 1998 - -
Total $ 9,844 $ 290 $ -
DECEMBER 31, 1996
French Francs $ 1,191 1997 $ - $ -
Spanish Pesetas 3,548 1997 - -
German Marks 135 1997 - -
Japanese Yen 4,322 1997 - -
Italian Lira 681 1997 - -
Dutch Guilders 620 1997 (6) (6)
Total $ 10,497 $ (6) $ (6)
</TABLE>
The fair value of cash, cash equivalents, short-term investments, note payable
to bank, and foreign exchange contracts approximates its recorded amount. The
fair value of forward foreign exchange contracts was approximately $290,000 and
$(6,000) as of December 31, 1997 and 1996, respectively.
Note J - 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 are included in selling, general and
administrative expenses.
Note K - 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 was 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
$2,321,000 in 1997 in connection with the disposition of this subsidiary.
<TABLE>
The following table sets forth summary information relating to Manetti-Farrow:
<CAPTION>
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31,
JUNE 30, 1997 1996 1995
<S> <C> <C> <C>
Net sales $ 5,579,330 $ 12,314,613 $ 15,480,502
Costs and expenses 5,550,020 11,012,076 13,872,438
Operating income before
income tax benefit 29,310 1,302,537 1,608,064
Income tax relating to operations 10,944 608,373 806,032
Operating income $ 18,366 $ 694,164 $ 802,032
</TABLE>
The Company recorded a loss on disposal before income taxes of approximately
$3,600,000 for the year ended December 31, 1997. The income tax benefit related
to the disposal was approximately $1,261,000 for the year ended December 31,
1997. Sales from the measurement date to the balance sheet date were
approximately $8,800,000. The consolidated statements of operations and
retained earnings and consolidated statements of cash flows for the years ended
December 31, 1996 and 1995 have been reclassified to present Manetti-Farrow as
a discontinued operation. The net assets of Manetti-Farrow that have been
reclassified to Other Current Assets, approximated $600,000 and $9,200,000 at
year end 1997 and 1996, respectively. In addition, at year end 1996
approximately $600,000 of Manetti-Farrow assets have been reclassified to
Intangibles and Other Assets.
Note L - Quarterly Results of Operations (UNAUDITED)
The following is a tabulation of the unaudited quarterly results
of operations for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
(Thousands of Dollars, Except Shares and Per Share Data)
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
<S> <C> <C> <C> <C>
1997:
Net sales $ 33,688 $ 31,124 $ 36,626 $ 53,278
Gross profit 16,459 13,988 17,542 25,457
Net income (loss) from:
Continuing operations 740 (2,573) (588) (1,936)
Discontinued operations 66 (2,387) - -
Net income (loss) $ 806 $ (4,960) $ (588) $ (1,936)
Basic and diluted earnings
(loss) per share:
Continuing operations $ 0.05 $ (0.16) $ (0.04) $ (0.11)
Discontinued operations - (0.14) - -
Net income (loss) per share $ 0.05 $ (0.30) $ (0.04) $ (0.11)
Weighted average shares outstanding:
Denominator for basic
earnings per share 16,494,602 16,495,206 16,499,604 16,501,241
Effect of dilutive securities:
Employee stock options 501 <F1> -(A) <F1> -(A) <F1> -(A)
Denominator for diluted
earnings per share 16,495,103 16,495,206 16,499,604 16,501,241
<FN>
<F1>
(A) No incremental shares related to options are included due to the loss
in the quarter.
</FN>
</TABLE>
<TABLE>
<CAPTION>
(Thousands of Dollars, Except Shares and Per Share Data)
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
<S> <C> <C> <C> <C>
1996:
Net sales $ 32,852 $ 39,035 $ 40,237 $ 54,765
Gross profit 16,549 18,685 19,051 25,751
Net income from:
Continuing operations 1,523 769 1,521 2,099
Discontinued operations 134 25 100 435
Net income $ 1,657 $ 794 $ 1,621 $ 2,534
Basic and diluted
earnings per share:
Continuing operations $ 0.09 $ 0.05 $ 0.09 $ 0.13
Discontinued operations 0.01 - 0.01 0.02
Net income per share $ 0.10 $ 0.05 $ 0.10 $ 0.15
Weighted average shares outstanding:
Denominator for basic
earnings per share 16,555,892 16,561,264 16,508,235 16,490,849
Effect of dilutive securities:
Employee stock options 56,632 109,139 17,542 51
Denominator for diluted
earnings per share 16,612,524 16,670,403 16,525,777 16,490,900
</TABLE>
Report of Deloitte & Touche LLP
Independent auditors
To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island
We have audited the accompanying consolidated balance sheets of A.T. Cross
Company and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of operations and retained earnings, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The consolidated financial statements
of the Company for the year ended December 31, 1995 were audited by other
auditors whose report, dated January 30, 1996, expressed an unqualified opinion
on those statements.
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 1997 and 1996 financial statements present fairly, in all
material respects, the financial position of the companies as of December 31,
1997 and 1996, and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 10, 1998
Management`s Discussion & Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of 1997 with 1996
Consolidated net sales decreased 7.3% or $12.2 million in 1997 compared to 1996.
Domestic writing instrument sales decreased by $8.9 million, or 10.4%, while
foreign writing instrument sales were lower by $5.5 million or 6.9% as compared
to 1996.
Domestic writing instrument sales continued to be affected by changes in
distribution channels. Sales through the mass market accounts and catalog
showrooms have declined over 55% in the last two years as quality writing
instruments have become less important to this class of trade. In response,
Cross has introduced new products to enhance its image and gain market share
at the upper end of the writing instrument market. The new Pinnacle line and
Townsend Jade were introduced to department, gift and jewelry stores (i.e., the
"carriage trade"), while a wider girth Century 2000 line was targeted to the
office mega stores. To attempt to increase the awareness of the various
products, finishes and girths Cross now offers, a new advertising campaign was
introduced in 1997. Television advertising was also used during the all-
important holiday season. These ads featured many of the newer Cross offerings
along with the well recognized, traditional Century line.
Internationally, sales results were mixed. Sales to European markets were up by
almost 5% and sales to Canada and Latin America exceeded 1996 levels. In Europe,
new product introductions and finishes in the Century line and wider-girth
Townsend line as well as a large, one-time business gift order helped to offset
the effects of an overall stronger U.S. dollar. Sales in Asia and the Far East
decreased approximately 27% for the full year after a promising start, due to
the severe economic downturn in this key market during 1997. It is expected that
many of the conditions now affecting Asia will continue into 1998. In addition,
the weaker Japanese yen as compared to 1996 unfavorably affected sales by just
over 2%.
In 1997 the Pen Computing Group (PCG) introduced its first two products,
DigitalWriter_ and the iPen_, to the retail trade. Due to the heavy start-up
costs associated with this new initiative, PCG had an after-tax loss of $3.7
million in 1997 ($0.23 per share, basic and diluted). The Company expects to
introduce an electronic digital notepad in 1998 called CrossPad_. The CrossPad_,
first introduced at the November Comdex show in Las Vegas, was recognized by
PC WEEK magazine as a Best of Comdex Finalist.
Additionally, in order to test the transferability of the Cross brand to other
high quality gift and self-purchase products, the Company has introduced a line
of Swiss-made timepieces which it began to sell on a limited, test market basis
in 1997. The expenses associated with timepieces resulted in a $1.5 million
after-tax loss in 1997 ($0.09 per share, basic and diluted).
While pen computing and timepieces offer enhanced growth potential for 1998,
it is important to recognize that the quality writing instrument business was
profitable in 1997. It is the Company's intention to grow this business next
year by the addition of several new products and an aggressive marketing
campaign in Europe, where we hold the smallest market share against our
competitors.
The overall consolidated gross margin decreased to 47.5% in 1997 from 48.0% in
1996. Although cost reduction programs were implemented in 1997, the lower sales
volume in 1997 resulted in a higher percentage of indirect product costs (i.e.,
factory overhead) in relation to sales. Lower margins also resulted from the
first partial year of PCG sales and from the test marketing of Cross timepieces
which generated margins lower than writing instruments.
Selling, general and administrative expenses increased $7.9 million, or 11.8%,
in 1997 as compared to 1996 and were 48.3% of net sales in 1997 as compared to
40.0% in 1996. Excluding the costs associated with PCG and Cross timepieces of
$4.8 million and $2.5 million, respectively, and $0.8 million of expenses
relating to the cost reduction plan, writing instrument's selling, general and
administrative expenses were below 1996 levels. The lower writing instrument
expenses this year largely resulted from the Company's cost containment efforts
in response to declining sales. The stronger dollar, particularly with respect
to the Japanese yen and German mark, also contributed to lower expenses this
year. Research and development expenses were 17.0% above last year's levels due
entirely to the increased spending for the development of PCG products. Service
and distribution costs were 6.3% lower in comparison to 1996 largely due to the
lower sales volume.
Interest and other income decreased 3.5% from 1996 as interest income was
slightly less than last year due to lower average invested funds.
In 1997 the Company recorded an income tax benefit of 35.0% on the loss from
continuing operations as compared to the 1996 tax provision of 26.8%. For an
analysis of the changes in the effective tax rate, see Note F to the Company's
consolidated financial statements.
The contract between the Company's Manetti-Farrow subsidiary and Fendi
Diffusione, whereby the Company distributed Fendi leather products in the
United States, expired 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 the operations of its Manetti-Farrow
subsidiary. The Company recorded an after-tax loss of $2.3 million in connection
with the discontinuation of this business in 1997.
As a result of the foregoing, the net loss in 1997 was $6,678,000, ($0.40 loss
per share, basic and diluted) as compared to the 1996 net income of $6,606,000,
($0.40 income per share, basic and diluted), while the loss from continuing
operations in 1997 was $4,357,000, ($0.26 loss per share, basic and diluted) as
compared to the 1996 income from continuing operations of $5,912,000 ($0.36
income per share, basic and diluted).
Comparison of 1996 with 1995
Consolidated net sales decreased 5.0% or $8.7 million in 1996 as compared to
1995. Overall, the decrease was attributable to a decline in sales of the
Company's traditional, slim Century line, offset somewhat by sales of the
Company's newer products. Domestic writing instrument sales decreased by
$9.0 million, or 9.5%, while foreign writing instrument sales increased by
$0.3 million or 0.4% compared to the prior year.
The decline in Century sales was particularly notable in the United States
where this product line has been marketed for over 50 years. In the last three
years, the Company began offering new product lines to complement the sagging
Century line. Although most of these new products have been well received in
1996, they did not generate sufficient sales to completely offset the Century
decline. The Company attributes the less than expected new product sales to a
lack of consumer awareness of the Company's new products. While the established
Century line is well-known and quickly associated by consumers with the Cross
brand name, the Company has not successfully transferred this high brand
awareness to its other products.
The decline in domestic writing instruments was most significant in sales to
mass market retailers which declined almost 40%. However, part of the decline
in sales to this distribution channel was the result of the Company's decision
to discontinue business with certain customers whose merchandising strategies
were incompatible with the Cross brand image. The Company's Century line and
its more recently introduced, low-priced Solo_ line were the most negatively
affected by the fall off in business to mass market retailers. While sales of
the Company's new Metropolis_ and Solo Classic_ lines, particularly to the
office mega stores as well as to the carriage trade, helped to partially
offset the Century and Solo decreases, sales of these products were less than
anticipated and insufficient to offset the entire decline. Sales of Townsend
products, the Company's highest priced product line, were relatively flat as
compared to 1995. Domestic sales in 1996 benefited somewhat from an approximate
2% first quarter price increase.
Internationally, while sales in Asia and the Far East decreased approximately 3%
as compared to 1995, primarily due to the weaker Japanese yen, European sales
increased approximately 9.0%. The Company's largest sales growth in recent years
has been in international markets, where the Company has a much lower share of
the writing instrument market than in the United States. The Company has taken
steps to increase its market share in these areas of the world. For example, in
Europe, the Company introduced a new line of Century products (Century Restage)
complete with unique finishes and designs developed specifically for this
market. The success of this new product, especially the fountain pen,
contributed to the higher European sales in 1996.
The overall consolidated gross margin decreased to 48.0% in 1996 from 51.5% in
1995. Although cost controls have been effective at keeping production cost
increases to a minimum, lower sales combined with even lower production levels
in 1996 resulted in a much higher percentage of indirect product costs (i.e.,
factory overhead) in relation to sales. In addition, a number of the Company's
newer products earn incrementally lower margins than the Company's older, more
mature products.
Selling, general and administrative expenses decreased $0.9 million (1.3%) in
1996 as compared to 1995, and were 40.0% of net sales in 1996, as compared to
38.5% in 1995. The lower expenses this year largely resulted from the Company's
cost containment efforts undertaken in response to lower sales. Although the
Company's overall cost structure is higher due to the establishment in 1995 of
a European Sales and Marketing Headquarters facility in Paris, France, many
discretionary costs were reduced or eliminated in order to minimize the
negative impact on earnings associated with lower sales. The stronger dollar,
particularly with respect to the Japanese yen, also contributed to lower
expenses this year. Research and development expenses and service and
distribution costs were relatively unchanged in comparison to 1995.
Interest and other income decreased $1.3 million (39.5%) from 1995. Interest
income was lower due to lower interest rates earned on lower average invested
funds, and to interest earned in 1995 on a non-recurring state income tax
refund claim.
The effective income tax rate on income from continuing operations in 1996 was
26.8% as compared to the 1995 rate of 32.6%. For an analysis of the changes in
the effective tax rate, see Note F to the Company's consolidated financial
statements. As a result of the foregoing, net income in 1996 was $6,606,000,
($0.40 per share, basic and diluted) as compared to the 1995 net income of
$13,365,000, ($0.81 per share, basic and diluted), while the income from
continuing operations in 1996 was $5,912,000, ($0.36 per share, basic and
diluted) as compared to 1995 of $12,563,000, ($0.76 per share, basic and
diluted).
Sales by Manetti-Farrow for the year were $12.3 million, down 20.5% from 1995.
The decline in sales was due to the lack of the newer, more popularly priced
styles of Fendi products.
Liquidity and Capital Resources
Cash, cash equivalents and short-term investments (i.e., "cash") increased
$5.4 million in 1997 to $47.4 million. While income from continuing operations
decreased $10.3 million, the effect of depreciation combined with lower accounts
receivable and higher accrued liabilities at the end of the year resulted in a
$4.0 million improvement in cash provided by continuing operations. Accounts
receivable decreased $3.8 million, primarily due to the lower sales volume in
the last months of the year as compared to the same months of 1996. The Company
ordinarily offers domestic retail customers a program whereby they may either
delay payment on certain third and fourth quarter purchases until January of the
next year, or may earn a greater discount on these purchases if payment is made
earlier. As a result, the Company's cash level is lowest at the end of the year
when accounts receivable are highest. Inventory increased $1.4 million as
compared to 1996 due entirely to PCG and timepiece inventories of $2.6 and
$1.5 million, respectively, as writing instrument inventory declined by
$2.7 million or approximately 15% from the prior year.
Additions to property, plant and equipment were $7.5 million in 1997, compared
to $9.0 million in 1996. The 1997 additions included expenditures for the Pen
Computing Group as well as state-of-the-art PVD coating equipment at the
Company's Irish facility. In 1998 the Company expects capital expenditures to
be lower than 1997 and depreciation to approximate 1997 levels. Also included
in cash from investing activities are the net proceeds of $4.2 million received
from the sale of the Company's former distribution center.
The discontinuation of Manetti-Farrow in 1997, and resultant liquidation of the
operation's net assets, resulted in $10.3 million of cash in 1997. The Company
does not expect this discontinued operation to consume or generate significant
cash in 1998.
The Company's working capital was $70.5 million at the end of 1997, a decrease
of $6.0 million from 1996, and its current ratio at the end of 1997 was 2.8:1,
the same as at the end of 1996. The Company has a $50 million bank line of
credit to meet any temporary borrowing needs. There were no amounts outstanding
on this line of credit at year end 1997. Also, the Company has a multi-currency
credit arrangement under which it may borrow up to the equivalent of $7 million
to meet short-term foreign currency needs. The Company believes that funds from
operations and existing cash, supplemented, as appropriate, by the Company's
existing short-term borrowing arrangements, will be adequate to finance its
foreseeable operating and capital requirements.
At the end of 1997, cash available for domestic operations amounted to $7.7
million while cash held offshore for international operations amounted to $39.7
million. While it is not the Company's current intention to do so, if the
Company ever determines that the cash held offshore was not necessary for
international operations, it may repatriate some or all of such cash for use in
domestic operations. However, repatriated offshore funds would be subject to
additional federal and state income taxes of approximately 31% of the remitted
amounts.
Year 2000 Compliance
The Company will be required to modify significant portions of its software so
that it will function properly in the year 2000. Some software programs have
already been so modified and others are being updated on a routine ongoing
basis. Maintenance or modification costs will be expensed as incurred and are
estimated to be approximately $900,000 over the next two years. New hardware and
software will be capitalized and depreciated over its useful life. The Company
has developed a plan to contact its key suppliers and customers to evaluate
their progress towards year 2000 compliance and the potential impact to the
Company. The impact of non-compliance of the Company's key suppliers and
customers may have a material adverse impact which has not yet been quantified.
New Accounting pronouncements
The FASB recently issued SFAS No. 130, "Reporting Comprehensive Income," and
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." Both statements are effective and will be adopted by the Company
in fiscal 1998. The effect of adopting these standards is not expected to be
material to the Company's financial position or results of operations; however,
they both may require additional disclosure.
Impact of Inflation and Changing Prices
The Company's operations are subject to the effects of general inflation as well
as fluctuations in foreign currencies. In addition, the Company is exposed to
volatility in the price of gold and silver as those precious metals are used in
the manufacture of its products. Policies and programs are in place to manage
the potential risks in these areas. The Company has generally been successful in
controlling cost increases due to precious metal fluctuations and due to general
inflation. The Company continues to review its number of suppliers in order to
obtain lower costs and higher quality on many of its materials and purchased
components, and has taken steps in the current year to further reduce operating
costs in its manufacturing operations.
Because of volatility in both the gold bullion and foreign currency markets,
the Company has followed the practice of making advance commitments for
approximately one year's projected requirements for its gold needs and for a
portion of its foreign currency needs. In addition, the Company normally enters
into foreign currency forward exchange contracts to hedge that portion of its
net financial position that is exposed to foreign currency fluctuations (See
Note A). As noted above, the Company has a multi-currency credit arrangement
which may help the Company meet some of its foreign currency needs and may
serve as an additional tool for hedging assets and liabilities exposed to
foreign currency fluctuations.
The Company has adopted accounting practices which tend to reflect current costs
in its statements of operations. A significant portion of total inventories at
the end of 1997, 1996 and 1995, were accounted for using the last-in, first-out
(LIFO) valuation method. Normally under this method, the cost of goods sold
reported in the financial statements approximates current costs and, thus, helps
reduce distortions in reported income due to the effect of changing prices.
Risks and Uncertainties; Forward Looking Statements
Statements contained herein that are not historical fact are forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In addition, 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 the Company's actual results for 1998 and beyond to differ
materially from those expressed in any forward-looking statements made by, or
on behalf of, the Company. Forward-looking statements involve a number of risks
and uncertainties.
The following section describes certain of the more prominent risks and
uncertainties inherent in the Company's operations. However, this section does
not intend to discuss all possible risks and uncertainties to which the Company
is subjected, nor can it be assumed necessarily that there are no other risks
and uncertainties which may be more significant to the Company.
New Products: The Company's ability to restore growth in sales depends largely
on consumer acceptance of various new products recently introduced and planned
for introduction in the coming months. The market in which the Company sells is
highly competitive, and there is no assurance that consumer acceptance will be
realized to the degree necessary to generate growth in the Company's sales and
earnings.
Dependence on Certain Suppliers: To maintain the highest level of product
quality, the Company relies on a limited number of domestic and foreign
suppliers for certain raw materials and manufacturing technologies. The Company
may be adversely affected in the event that these suppliers cease operations,
or if pricing terms become less favorable. The Company believes, but cannot be
assured, that the raw materials currently supplied by these vendors could be
obtained from other sources and that the manufacturing technologies could be
developed internally or that suitably similar technologies could be located.
Technological Change: The Company's new electronic products may be subject to
technological change, new product introductions and enhancements and evolving
industry standards that may render existing products obsolete. As a result, the
Company's position in its existing market or other markets that it may enter
could be eroded rapidly by technological advancements. If the Company is unable
to develop and introduce products in a timely manner in response to changing
market conditions or customer requirements, managements expectations may not be
met.
Sensitivity to Economic Conditions: Sales of the Company's products may be
adversely affected by adverse economic conditions in its various international
markets.
A.T. Cross Company & Subsidiaries
Board of Directors
Bradford R. Boss
Chairman of the Board
Class B Director.1,4
Russell A. Boss
President and Chief Executive Officer
Class B Director.1,4
John E. Buckley
Executive Vice President
Chief Operating Officer
Class B Director. 1,4
Bernard V. Buonanno, Jr.
Partner, Edwards & Angell,
Providence, Rhode Island
Class B Director. 3
H. Frederick Krimendahl II
Limited Partner,
The Goldman Sachs Group, L. P.,
New York, New York
Class B Director. 3
Thomas C. McDermott
Owner,
Forbes Products, LLC,
Rush, New York
Class A Director. 2
Terrence Murray
Chairman, President and
Chief Executive Officer,
Fleet Financial Group, Inc.,
Boston, Massachusetts
Class A Director. 3
James C. Tappan
President, Tappan Capital Partners,
Hobe Sound, Florida
Class A Director. 2
Edwin G. Torrance
Partner,
Hinckley, Allen & Snyder,
Providence, Rhode Island
Class B Director. 2
Board Committees: 1-Executive; 2-Audit; 3-Compensation; 4-Employee Benefits.
A.T. Cross Company & Subsidiaries
Officers
Bradford R. Boss
Chairman of the Board
Russell A. Boss
President
Chief Executive Officer
John E. Buckley
Executive Vice President
Chief Operating Officer
John T. Ruggieri
Senior Vice President,
Treasurer and
Chief Financial Officer
David J. Arthur
Vice President, Engineering
and PCG Operations
Joseph V. Bassi
Finance Director
Tina C. Benik
Vice President, Legal
General Counsel and
Corporate Secretary
Joseph F. Eastman
Vice President, Human Resources
Steven T. Henick
Vice President, International
Marketing and Sales
J. John Lawler
Vice President, Worldwide
Tax and Duty Free
Stephen A. Perreault
Vice President, Manufacturing
David A. Rogers
Vice President, U.S.
Marketing and Sales
Gary S. Simpson
Corporate Controller
A.T. Cross Company & Subsidiaries
Corporate Information & Annual Meeting
Corporate Headquarters
A.T. Cross Company
One Albion Road
Lincoln, Rhode Island 02865 U.S.A.
Tel. (401) 333-1200
Fax (401) 334-2861
websites: cross.com
cross-pcg.com
Subsidiaries, Branches and Divisions
ATX Marketing Company,
Lincoln, Rhode Island
ATX International, Inc.,
Lincoln, Rhode Island
A.T. Cross Export Company Limited,
St. Thomas, Virgin Islands
A.T. Cross Limited,
Ballinasloe, Republic of Ireland
A.T. Cross Distribution,
Ballinasloe, Republic of Ireland
A.T. Cross (Canada), Inc.
Toronto, Ontario, Canada
ATX Ireland, Limited,
Ballinasloe, Republic of Ireland
A.T. Cross Italia, S.r.l.
Milan, Italy
A.T. Cross Company,
French Branch
Paris, France
A.T. Cross Company,
Hong Kong Branch
Hong Kong, Republic of China
A.T. Cross (U.K.) Limited,
Luton, Bedfordshire, England
A.T. Cross (Europe), Limited,
Luton, Bedfordshire, England
A.T. Cross Company,
Spanish Branch
Malaga, Spain
A.T. Cross Deutschland GmbH,
Mainz, Federal Republic of Germany
Cross Company of Japan, Ltd.
Tokyo, Japan
Cross Pen Computing Group,
Lincoln, Rhode Island
Annual Meeting
The Annual Meeting of Shareholders of A.T. Cross Company will be held on
Thursday, April 23, 1998 at 10:00 a.m. at the offices of the Company,
One Albion Road, Lincoln, Rhode Island 02865.
Independent Auditors
Deloitte & Touche LLP,
Boston, Massachusetts 02110
Stock Symbol
American Stock Exchange Symbol: ATX.A
Transfer Agent and Registrar
Boston EquiServe, Limited Partnership
Boston, Massachusetts 02266
10-K Report
A copy of the Company's report to the Securities and Exchange Commission on
Form 10-K will be furnished free of charge to any security holder upon written
request to the Senior Vice President, Treasurer and Chief Financial Officer, at
One Albion Road, Lincoln, Rhode Island 02865.
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in Post-Effective Amendment
Number 6 to Registration Statement No. 2-54429 on Form S-8, Post-Effective
Amendment Number 9 to Registration Statement No. 2-42388 on Form S-8, and
Registration Statement Nos. 33-23709, 33-23710, 33-54176, 33-64729,
33-64731 and 333-42915 of A.T. Cross Company on Forms S-8 of our reports
dated February 10, 1998, appearing in and incorporated by reference in this
Annual Report on Form 10-K of A.T. Cross Company for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 23, 1998
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment
Number 6 to Registration Statement Number 2-54429 on Form S-8, Post-
Effective Amendment Number 9 to Registration Statement Number 2-42388 on
Form S-8, Registration Statement Number 33-23709 on Form S-8, Registration
Statement Number 33-23710 on Form S-8, Registration Statement Number 33-
54176 on Form S-8, Registration Statement Number 33-64729 on Form S-8,
Registration Statement Number 33-64731 on Form S-8 and Registration
Statement Number 333-42915 on Form S-8, of our report dated January 30,
1996, with respect to the consolidated financial statements and schedule of
A.T.Cross Company as of December 31, 1995, and for the year then ended,
included in the Annual Report (Form 10-K) for the year ended December 31,
1997.
ERNST & YOUNG LLP
ERNST & YOUNG LLP
Providence, Rhode Island
March 23, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS INCLUDED IN THE A. T. CROSS COMPANY ANNUAL REPORT TO SECURITY HOLDERS
FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
RESTATEMENT OF PRIOR PERIOD FINANCIAL DATA SCHEDULES IS NOT REQUIRED AS THERE
WAS NO CHANGE TO EARNINGS PER SHARE DUE TO THE ADOPTION OF SFAS 128.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 47,408,070
<SECURITIES> 0
<RECEIVABLES> 39,195,319
<ALLOWANCES> 1,624,000
<INVENTORY> 20,038,790
<CURRENT-ASSETS> 109,779,024
<PP&E> 109,343,812
<DEPRECIATION> 69,588,036
<TOTAL-ASSETS> 158,019,363
<CURRENT-LIABILITIES> 39,264,366
<BONDS> 0
0
0
<COMMON> 17,099,452
<OTHER-SE> 95,834,545
<TOTAL-LIABILITY-AND-EQUITY> 158,019,363
<SALES> 154,715,676
<TOTAL-REVENUES> 156,866,593
<CGS> 81,269,291
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 81,460,623
<LOSS-PROVISION> 648,140
<INTEREST-EXPENSE> 191,997
<INCOME-PRETAX> (6,703,458)
<INCOME-TAX> (2,346,000)
<INCOME-CONTINUING> (4,357,458)
<DISCONTINUED> (2,321,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,678,458)
<EPS-PRIMARY> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
