<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended _______________ September 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to____________________
Commission file number ___________________________________1-8681
RUSS BERRIE AND COMPANY, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1815337
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 Bauer Drive, Oakland, New Jersey 07436
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 337-9000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT NOVEMBER 6, 1995
----- -------------------------------
<S> <C>
Common stock, $.10 stated value 21,554,130
</TABLE>
<PAGE> 2
RUSS BERRIE AND COMPANY, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
PART I - FINANCIAL INFORMATION NUMBER
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet as of
September 30, 1995 and December 31, 1994 3
Consolidated Statement of Income
for the three-month and nine-month periods
ended September 30, 1995 and 1994 4
Consolidated Statement of Cash Flows
for the nine-month periods ended
September 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7-9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
ASSETS SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- ------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 27,560 $ 42,758
Short-term investments -- 5,203
Accounts receivable, trade, net 77,207 55,474
Merchandise inventories 77,632 67,052
Prepaid expenses and other current assets 4,417 4,229
Deferred income taxes 14,192 14,176
--------- ---------
Total current assets 201,008 188,892
Property, plant and equipment - net 25,887 25,298
Goodwill and other intangible assets - net 34,361 35,913
Other assets 5,292 4,723
--------- ---------
Total assets $ 266,548 $ 254,826
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 5,676 $ 6,972
Accrued expenses 29,416 24,795
Accrued restructuring costs 3,132 4,527
Accrued income taxes 4,625 144
--------- ---------
Total current liabilities 42,849 36,438
Shareholders' equity
Common stock; $.10 stated value;
authorized 50,000,000 shares;
issued 24,007,915 at September 30, 1995
and 23,953,530 at December 31, 1994 2,401 2,395
Additional paid-in capital 38,564 37,875
Retained earnings 221,912 218,103
Foreign currency translation adjustments (1,321) (2,128)
Treasury stock, at cost (2,454,813 shares
at September 30, 1995 and December 31, 1994) (37,857) (37,857)
--------- ---------
Total shareholders' equity 223,699 218,388
--------- ---------
Total liabilities and shareholders'
equity $ 266,548 $ 254,826
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
3
<PAGE> 4
RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $103,987 $ 82,850 $258,368 $204,563
Cost of sales 49,450 40,096 127,450 103,890
-------- -------- -------- --------
Gross Profit 54,537 42,754 130,918 100,673
Selling, general
and administrative expense 40,299 35,163 112,007 98,361
Investment and other income-net 320 699 1,501 2,045
-------- -------- -------- --------
Income before income taxes 14,558 8,290 20,412 4,357
Provision for
for income taxes 5,298 2,548 6,915 920
-------- -------- -------- --------
Net income $ 9,260 $ 5,742 $ 13,497 $ 3,437
======== ======== ======== ========
Net income per share $ 0.43 $ 0.27 $ 0.63 $ 0.16
======== ======== ======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
4
<PAGE> 5
RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,497 $ 3,437
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 3,078 3,463
Amortization of intangible assets 2,267 1,404
Provision for accounts receivable reserves 8,460 6,560
Loss (gain) on sale of assets and other, net (4) 536
Changes in assets and liabilities:
Accounts receivable (30,193) (21,891)
Inventories (10,581) 5,655
Prepaid expenses (188) 1,579
Goodwill and other intangible assets (715) (2,254)
Other assets (570) (3,170)
Accounts payable (1,296) (1,235)
Accrued expenses 4,622 4,095
Accrued restructuring costs (1,397) (1,268)
Accrued and deferred income taxes 4,465 (705)
-------- --------
Total adjustments (22,052) (7,231)
-------- --------
Net cash provided by (used in) operating activities (8,555) (3,794)
Cash flows from investing activities:
Decrease (increase) in short-term investments 5,203 20,733
Proceeds from sale of fixed assets 277 276
Capital expenditures (3,938) (1,886)
Acquisitions -- (22,713)
-------- --------
Net cash provided by (used in) investing activities 1,542 (3,590)
Cash flows from financing activities:
Common stock transactions 695 644
Dividends (9,688) (9,651)
-------- --------
Net cash (used in) financing activities (8,993) (9,007)
Effect of exchange rate changes on cash
and cash equivalents 808 1,465
-------- --------
Net (decrease) in cash and cash equivalents (15,198) (14,926)
Cash and cash equivalents at beginning of period 42,758 51,478
-------- --------
Cash and cash equivalents at end of period $ 27,560 $ 36,552
======== ========
Cash paid during the period for:
Interest $ 157 $ 49
Income taxes $ 2,434 $ 1,625
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1
The information furnished reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented and are of a normal recurring nature. Results for interim
periods are not necessarily an indication of results to be expected for the
year.
NOTE 2
The weighted average number of shares outstanding during the three and
nine-month periods ended September 30, 1995 were 21,537,000 and 21,526,000
shares, respectively, compared to the three and nine-month periods ended
September 30, 1994 of 21,469,000 and 21,450,000 shares, respectively. Employee
stock option plans did not have a material dilutive effect on the earnings per
share calculation.
NOTE 3
Cash dividends of $3,230,006 ($.15 per share) were paid on September 5, 1995 to
shareholders of record of the Company's Common Stock on August 15, 1995. Cash
dividends of $9,687,819 ($.15 per share per quarter) were paid in the nine-month
period ended September 30, 1995.
Cash dividends of $3,220,377 ($.15 per share) were paid on September 7, 1994 to
shareholders of record of the Company's Common Stock on August 18, 1994. Cash
dividends of $9,651,261 ($.15 per share per quarter) were paid in the nine-month
period ended September 30, 1994.
6
<PAGE> 7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Consolidated net sales for the nine months ended September 30, 1995 were
$258,368,000 compared to $204,563,000 for the nine months ended September 30,
1994. This represents an increase of 26.3%. Included in the results for the nine
months ended September 30, 1995 are the net sales of $29,707,000 achieved by
OddzOn Products, Inc., which was acquired in October 1994. Net Sales of the
Company's toy business which includes Cap Toys, Inc. and OddzOn Products, Inc.
(since its acquisition in October 1994) was $94,431,000 for the nine months
ended September 30, 1995 compared to $60,997,000 for the nine months ended
September 30, 1994. Excluding the net sales of the Company's toy business,
consolidated net sales for the nine months ended September 30, 1995 were
$163,937,000 compared to $143,566,000 for the nine months ended September 30,
1994, an increase of 14.2%.
Cost of sales was 49.3% of net sales for the nine months ended September 30,
1995 compared to 50.8% of net sales for the same period in 1994. This decrease
can be attributed to the components of cost of sales that are fixed costs which
were absorbed by the higher sales volume during the nine months ended September
30, 1995.
Selling, general and administrative expense was $112,007,000 or 43.4% of net
sales for the nine months ended September 30, 1995 compared to $98,361,000 or
48.1% of net sales for the nine months ended September 30, 1994. The increase in
selling, general and administrative expense can be primarily attributed to the
inclusion of the selling, general and administrative expense of OddzOn Products,
Inc. for the nine months ended September 30, 1995 (approximately $10,900,000)
Investment and other income of $1,501,000 for the nine months ended September
30, 1995 compares to $2,045,000 for the nine months ended September 30, 1994.
This decrease can be attributed to decreased investment income relative to the
Company's short-term investment portfolio resulting from lower investment
balances and to foreign currency exchange gains and losses related to
intercompany loan transactions.
The provision for income taxes of $6,915,000 for the nine months ended September
30, 1995 compares to $920,000 in the same period in the prior year.
Net income for the nine months ended September 30, 1995 of $13,497,000 compares
to $3,437,000 for the same period last year. The increase in net income can be
attributed to the increase in net sales, partially offset by the increase in
selling, general and administrative expense.
7
<PAGE> 8
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
Consolidated net sales for the three months ended September 30, 1995 were
$103,987,000 compared to $82,850,000 for the three months ended September 30,
1994, an increase of $21,137,000 or 25.5%. Included in the results for the three
months ended September 30, 1995 are the net sales of $10,898,000 achieved by
OddzOn Products, Inc. which was acquired in October 1994. Net sales of the
Company's toy business which includes Cap Toys, Inc. and OddzOn Products, Inc.
(since its acquisition in October 1994) was $36,982,000 for the three months
ended September 30, 1995 compared to $26,299,000 for the three month period
ended September 30, 1994. Excluding the net sales of the Company's toy
business, consolidated net sales for the three months ended September 30, 1995
were $67,005,000 compared to $56,551,000 for the three months ended September
30,1994, an increase of 18.5%.
Cost of sales was 47.6% of net sales for the three months ended September 30,
1995 compared to 48.4% for the same period in 1994.
Selling, general and administrative expense was $40,299,000 or 38.8% of net
sales for the three months ended September 30, 1995 compared to $35,163,000 or
42.4% of net sales for the three months ended September 30, 1994, an increase of
$5,136,000 or 14.6%. The increase in selling, general and administrative expense
can be primarily attributed to the inclusion of the selling, general and
administrative expense of OddzOn Products, Inc. for the three months ended
September 30, 1995 (approximately $3,500,000).
Investment and other income of $320,000 for the three months ended September 30,
1995 compares to $699,000 for the three months ended September 30, 1994.
Net income for the three months ended September 30, 1995 of $9,260,000 compares
to $5,742,000 for the same period last year. The increase in net income can be
attributed to the increase in net sales, partially offset by the increase in
selling, general and administrative expense.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had cash, cash equivalents and short-term
investments of $27,560,000 compared to $47,961,000 at December 31, 1994. Cash
flows of $8,555,000 were used in operating activities primarily resulting from
increases in net accounts receivable of $21,733,000 and inventories of
$10,581,000 partially offset by funds provided by net income of $13,497,000 and
increases in accrued expenses of $4,622,000 and accrued income taxes of
$4,465,000. Funds were also used for the payment of dividends of $9,688,000.
Working capital requirements during the nine months ended September 30, 1995
were met entirely through internally generated funds. The Company remains in a
highly liquid position and believes that the resources available from operations
and bank lines of credit are sufficient to meet the foreseeable requirements of
its business.
9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
b) During the quarter ended September 30, 1995,
no reports on Form 8-K were filed.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RUSS BERRIE AND COMPANY, INC.
-----------------------------
(REGISTRANT)
11/13/95 By s/ Paul Cargotch
- -------- ------------------------------
DATE Paul Cargotch
Vice President - Finance and
Chief Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ---------- ----------- -------
EX-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 27560
<SECURITIES> 0
<RECEIVABLES> 87200
<ALLOWANCES> 9993
<INVENTORY> 77632
<CURRENT-ASSETS> 201008
<PP&E> 54506
<DEPRECIATION> 28619
<TOTAL-ASSETS> 266548
<CURRENT-LIABILITIES> 42849
<BONDS> 0
<COMMON> 0
0
2401
<OTHER-SE> 221298
<TOTAL-LIABILITY-AND-EQUITY> 266548
<SALES> 258368
<TOTAL-REVENUES> 258368
<CGS> 0
<TOTAL-COSTS> 127450
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20412
<INCOME-TAX> 6915
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13497
<EPS-PRIMARY> 0.63
<EPS-DILUTED> 0.63
</TABLE>
