<PAGE>
Form 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended May 30, 1998.
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 1-9637.
LILLIAN VERNON CORPORATION
--------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2529859
-------- ----------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
1 Theall Road, Rye, New York 10580
---------------------------- -----
(Address of principal executive offices) (Zip Code)
914-925-1200
----------------------------------------------
(Registrant's telephone number, including area code)
543 Main Street, New Rochelle, New York 10801
----------------------------------------------
(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 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 [ ]
Number of shares outstanding of each of the issuer's classes of common stock:
9,339,335 Shares of Common Stock, $.01 par value, as of July 1, 1998.
<PAGE>
LILLIAN VERNON CORPORATION
Form 10-Q/A
May 30, 1998
Part I. Financial Information Page #
Item 1.
Consolidated Balance Sheets as of
May 30, 1998, May 24, 1997
(unaudited) and February 28, 1998
(audited) 4
Consolidated Statements of Operations
for the quarters ended May 30, 1998
and May 24, 1997 (unaudited) 5
Consolidated Statements of Cash Flows
for the quarters ended May 30, 1998
and May 24, 1997 (unaudited) 6
Notes to Consolidated Financial
Statements 7-8
Item 2.
Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9-10
Signatures 11
Page 2 of 11
<PAGE>
RESTATED FORM 10-Q
In connection with the planned relocation of its corporate headquarters to Rye,
NY in July 1998, the Company wrote-off the unamortized portion of its leasehold
improvements at its corporate headquarters facility in New Rochelle, NY on
February 28, 1998. The pre-tax charge previously reported was $1,330,000
($878,000 after-tax).
The Company subsequently realized that an error had been made over a period of
years in the calculation of its amortization of leasehold improvements. The
Company had assumed that the assets' useful life of fifteen years was the
appropriate amortization period, rather than the shorter remaining life of the
lease, which terminated in July 1998.
The Company has restated its annual and quarterly financial statements for the
years ended February 28, 1998, February 22, 1997, and February 24, 1996, and
for the quarters ended May 30, August 29, and November 28, 1998, to charge the
revised amortization expense to selling, general and administrative expenses in
each of those periods. The pre-tax write-off of $1.3 million previously charged
in fiscal 1998 has been reversed and reallocated to the appropriate fiscal
periods.
For further information, refer to Management's Discussion and Analysis of
Financial Condition and Results of Operations and Footnote 3 to the Company's
Consolidated Financial Statements.
Page 3 of 11
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LILLIAN VERNON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MAY 30, MAY 24, FEBRUARY 28,
ASSETS 1998 1997 1998
------ ----------- --------- ------------
(Unaudited) (Audited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 16,493 $ 24,483 $ 26,136
Accounts receivable, net 10,763 10,897 22,632
Merchandise inventories 39,961 31,361 36,935
Deferred income taxes 1,214 1,495 1,532
Prepayments and other current assets 14,502 12,969 10,173
--------- --------- ---------
Total current assets 82,933 81,205 97,408
Property, plant and equipment, net (Note 1) 37,953 38,943 37,823
Deferred catalog costs 5,805 5,872 5,922
Other assets 3,431 2,369 3,206
--------- --------- ---------
Total $ 130,122 $ 128,389 $ 144,359
--------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Trade accounts payable and accrued expenses $ 11,662 $ 10,207 $ 16,331
Cash overdrafts 29 1,504 1,004
Customer deposits 109 102 147
Current portion of long-term debt and lease obligations 699 1,499 1,394
Income taxes payable -- -- 4,581
Deferred income taxes -- -- --
--------- --------- ---------
Total current liabilities 12,499 13,312 23,457
Long-term debt, less current portion -- 635 --
Capital lease obligations, less current portion -- 64 --
Deferred compensation 3,407 3,482 3,426
Deferred income taxes 878 236 637
--------- --------- ---------
Total liabilities 16,784 17,729 27,520
--------- --------- ---------
Stockholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares
authorized; no shares issued and outstanding -- -- --
Common stock, $.01 par value; 20,000,000 shares
authorized; issued - 10,389,674 shares, 10,364,224
shares and 10,389,674 shares 104 104 104
Additional paid-in capital 31,166 30,793 31,160
Retained earnings 97,367 90,853 100,883
Unearned compensation -- (62) (6)
Treasury stock, at cost - 1,012,339 shares,
754,058 shares and 1,016,491 shares (15,299) (11,028) (15,302)
--------- --------- ---------
Total stockholders' equity 113,338 110,660 116,839
--------- --------- ---------
Total $ 130,122 $ 128,389 $ 144,359
--------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
Page 4 of 11
<PAGE>
LILLIAN VERNON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
--------------------
MAY 30, MAY 24,
1998 1997
-------- --------
<S> <C> <C>
Revenues $ 32,012 $ 27,748
Costs and expenses:
Product and delivery costs 15,512 14,297
Selling, general and administrative expenses 20,912 17,313
-------- --------
36,424 31,610
-------- --------
Operating loss (4,412) (3,862)
Interest income 356 353
Interest expense (73) (93)
-------- --------
Loss before income taxes (4,129) (3,602)
Provision for (benefit from) income taxes:
Current (1,963) (1,455)
Deferred 559 230
-------- --------
(1,404) (1,225)
-------- --------
Net loss ($ 2,725) ($ 2,377)
-------- --------
Net loss per common share - Basic ($.29) ($.25)
-------- --------
Net loss per common share - Diluted ($.29) ($.25)
-------- --------
Weighted average number of common
shares - Basic 9,368 9,610
-------- --------
Weighted average number of common and
common share equivalents - Diluted 9,552 9,653
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements
Page 5 of 11
<PAGE>
LILLIAN VERNON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
------------------------
MAY 30, MAY 24,
1998 1997
---------- -----------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 2,725) ($ 2,377)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation 663 668
Amortization 49 65
(Increase) decrease in accounts receivable 11,869 13,579
(Increase) decrease in merchandise inventories (3,026) (881)
(Increase) decrease in prepayments and other current assets (4,329) (2,531)
(Increase) decrease in deferred catalog costs 117 268
(Increase) decrease in other assets (268) --
Increase (decrease) in trade accounts payable and accrued expenses (4,669) (4,278)
Increase (decrease) in customer deposits (38) (158)
Increase (decrease) in income taxes payable (4,581) (2,715)
Increase (decrease) in deferred compensation (19) (18)
Increase (decrease) in deferred income taxes 559 231
-------- --------
Net cash provided by (used in) operating activities (6,398) 1,853
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (793) (238)
-------- --------
Net cash used in investing activities (793) (238)
-------- --------
Cash flows from financing activities:
Principal payments on long-term debt and capital lease obligations (695) (685)
Proceeds from issuance of common stock -- 10
Increase (decrease) in cash overdrafts (975) 152
Dividends paid (792) (700)
Payments to acquire treasury stock (549) (8)
Reissuance of treasury stock 552 --
Other 7 1
-------- --------
Net cash used in financing activities (2,452) (1,230)
-------- --------
Net increase (decrease) in cash and cash equivalents (9,643) 385
-------- --------
Cash and cash equivalents at beginning of period 26,136 24,098
-------- --------
Cash and cash equivalents at end of period $ 16,493 $ 24,483
-------- --------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 74 $ 144
Income taxes 4,630 2,845
</TABLE>
See Notes to Consolidated Financial Statements
Page 6 of 11
<PAGE>
LILLIAN VERNON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. The interim financial
statements furnished with this report reflect all adjustments, consisting only
of items of a normal recurring nature, which are, in the opinion of management,
necessary for the fair statement of the consolidated financial condition and
consolidated results of operations for the interim periods presented. It is
suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended February 28, 1998.
1. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized as follows (in thousands):
<TABLE>
<CAPTION>
May 30, May 24, February 28,
1998 1997 1998
------- ------- ------------
<S> <C> <C> <C>
Land and buildings $31,840 $31,743 $31,778
Machinery and equipment 29,687 26,658 29,035
Furniture and fixtures 3,583 3,318 3,561
Leasehold improvements 4,046 3,776 3,989
Capital leases 1,262 1,262 1,262
------- ------- -------
Total property, plant &
equipment, at cost 70,418 66,757 69,625
Less, accumulated depreciation
and amortization 32,465 27,814 31,802
------- ------- -------
Property, plant and equipment - net $37,953 $38,943 $37,823
------- ------- -------
</TABLE>
Page 7 of 11
<PAGE>
2. EARNINGS PER SHARE
Basic and diluted earnings per share were calculated in accordance with
Statement of Financial Accounting Standards No. 128 as follows (amounts in
thousands):
<TABLE>
<CAPTION>
Fiscal Quarters Ended
---------------------
May 30, May 24,
1998 1997
------- -------
<S> <C> <C>
Net Loss-Basic and Diluted ($2,725) ($2,377)
------- -------
Weighted average shares for
Basic EPS 9,368 9,610
Add: incremental shares from
stock option exercises 184 43
------- -------
Weighted average shares for
Diluted EPS 9,552 9,653
------- -------
</TABLE>
In the fiscal quarters ended May 30, 1998 and May 24, 1997, options on
177,000 and 181,500 shares of common stock, respectively, were not included in
the calculation of weighted average shares for Diluted EPS because their
effects were antidilutive.
3. RESTATED FINANCIAL INFORMATION
In connection with the planned relocation of its corporate headquarters to Rye,
NY in July 1998, the Company wrote-off the unamortized portion of its leasehold
improvements at its corporate headquarters facility in New Rochelle, NY on
February 28, 1998. The pre-tax charge previously reported was $1,330,000
($878,000 after-tax).
The Company subsequently realized that an error had been made over a period of
years in the calculation of its amortization of leasehold improvements. The
Company had assumed that the assets' useful life of fifteen years was the
appropriate amortization period, rather than the shorter remaining life of the
lease, which terminated in July 1998.
The Company has restated its annual and quarterly financial statements for the
years ended February 28, 1998, February 22, 1997, and February 24, 1996, and
for the quarters ended May 30, August 29, and November 28, 1998, to charge the
revised amortization expense to selling, general and administrative expenses in
each of those periods. The pre-tax write-off of $1.3 million previously charged
in fiscal 1998 has been reversed and reallocated as income (expense) to the
appropriate fiscal years as follows:
EPS Impact-
-----------
Fiscal Years Ended Pre-tax Amount After-tax Amount Basic Diluted
- ------------------ -------------- ---------------- ----- -------
1985-1995 ($577,000) ($381,000) Not Applicable
February 24, 1996 ($182,000) ($120,000) ($.01) ($.01)
February 22, 1997 ($187,000) ($124,000) ($.01) ($.01)
February 28, 1998 $1,136,000 $750,000 $.08 $.08
February 27, 1999 ($190,000) ($125,000) ($.01) ($.01)
4. RECLASSIFICATIONS
Certain reclassifications have been made in the prior year financial statements
to conform with fiscal 1999 presentation.
5. SUBSEQUENT EVENT - WRITE-OFF - COMPUTER PROJECT
During the third quarter of fiscal 1999, the Company had a non-recurring charge
related to the termination of the installation of a computer software package
for a new order entry system and wrote off its investment of $1.4 million on a
pre-tax basis ($920,000 after-tax). The Company had spent approximately
$1.1 million on the project as of May 30, 1998. The Company has decided to
internally upgrade its existing order entry system; the upgrade is scheduled
to be completed in mid 1999, at a substantially lower cost than originally
anticipated.
Page 8 of 11
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Quarter Ended May 30, 1998
Revenues for the quarter ended May 30, 1998 of $32.0 million increased by
$4.3 million, or 15.4%, as compared to the same period last year. The major
reason for the rise in revenues was a 16.6% increase in pages circulated in the
first quarter, as compared to the first quarter last year. A large portion of
the increased circulation was due to the introduction of a new catalog title,
Lillian Vernon Gardening, in March 1998, and the mailing of new Spring editions
of the Personalized Gifts and Lilly's Kids catalogs in the current quarter.
Average order size increased by 2% to $50.33 for the first quarter. The new
catalog launch and additional mailings, while contributing to revenues, also
increased first quarter expenses. While the costs to startup the Gardening
catalog, the costs of additional mailings and higher overhead costs did not
allow for a reduction in the first quarter loss compared to last year, it is
anticipated that the new initiatives will improve results in the future.
Product and delivery costs increased by $1.2 million, or 8.5%, in the quarter
ended May 30, 1998, as compared to the same period last year. The increase was
principally due to a 13.7% higher order volume. As a percentage of revenues,
these costs decreased from 51.5% to 48.5% in the current quarter. Product and
delivery costs include the cost of merchandise sold, and the cost of receiving,
filling and shipping the Company's orders, reduced by shipping and handling
fees charged to customers. The improvement in this ratio was primarily due to
a higher gross margin on merchandise sold. Higher margin was driven
principally by the mix of the merchandise, which included more full-priced and
higher margin product lines as compared to the first quarter last year.
Selling, general and administrative (SG&A) expenses, the largest component of
which is the cost of producing, printing and mailing the Company's catalogs,
increased $3.6 million, or 20.8%, in the current quarter. As a percentage of
revenues, SG&A costs rose from 62.4% to 65.3%. The increase in SG&A expenses
is largely due to higher catalog circulation, as well as a higher average
cost per catalog produced, compared to the first quarter last year. The
increase as a percentage of revenues is principally due to the higher
catalog costs and lower revenue per catalog of the new catalog mailings.
Labor costs of outside consultants working on the Year 2000 project also
increased SG&A costs in the first quarter of fiscal 1999, compared to the
same period last year.
In connection with the planned relocation of its corporate headquarters to Rye,
NY in July 1998, the Company wrote-off the unamortized portion of its leasehold
improvements at its corporate headquarters facility in New Rochelle, NY on
February 28, 1998. The pre-tax charge previously reported was $1,330,000
($878,000 after-tax).
The Company subsequently realized that an error had been made over a period of
years in the calculation of its amortization of leasehold improvements. The
Company had assumed that the assets' useful life of fifteen years was the
appropriate amortization period, rather than the shorter remaining life of the
lease, which terminated in July 1998.
The Company has restated its annual and quarterly financial statements for the
years ended February 28, 1998, February 22, 1997, and February 24, 1996, and
for the quarters ended May 30, August 29, and November 28, 1998, to charge the
revised amortization expense to selling, general and administrative expenses in
each of those periods. The pre-tax write-off of $1.3 million previously charged
in fiscal 1998 has been reversed and reallocated as income (expense) to the
appropriate fiscal years as follows:
EPS Impact-
-----------
Fiscal Years Ended Pre-tax Amount After-tax Amount Basic Diluted
- ------------------ -------------- ---------------- ----- -------
1985-1995 ($577,000) ($381,000) Not Applicable
February 24, 1996 ($182,000) ($120,000) ($.01) ($.01)
February 22, 1997 ($187,000) ($124,000) ($.01) ($.01)
February 28, 1998 $1,136,000 $750,000 $.08 $.08
February 27, 1999 ($190,000) ($125,000) ($.01) ($.01)
The Special Markets division also experienced reduced sales and profits in the
first quarter, due to ongoing lower sales volume for a major customer.
Interest income for the quarter ended May 30, 1998 of $.4 million was
approximately the same as the first quarter of the prior year. Interest
expense for the current quarter was slightly lower than the same period last
year, due to debt repayments.
The effective income tax rate was 34% in the current quarter, the same as in
the first quarter of fiscal 1998.
Financial Condition
The Company's working capital ratio at May 30, 1998 was 6.65 to 1, compared to
4.15 to 1 at February 28, 1998 and 6.75 to 1 at May 24, 1997. The Company's
working capital needs have been met with funds generated from operations.
The Company used $8.6 million more cash during the current first quarter,
compared to the same period last year, principally because of increases in
inventory, prepaid catalog costs and higher income tax payments due for the
prior fiscal year. Inventory levels are higher as of the end of the first
quarter of fiscal 1999 compared to the same point last year, partially due to
higher anticipated sales in fiscal 1999 compared to fiscal 1998, but also due
to a higher inventory level as of the end of fiscal 1998. Management expects
to be able to sell this inventory without significant overall gross margin
reduction.
The Company paid dividends totaling $.8 million ($.08 per share), compared to
$.7 million ($.07 per share) in the first quarter last year.
Page 9 of 11
<PAGE>
On October 10, 1995, the Board of Directors authorized the Company to purchase
up to 1 million shares of its common stock in the open market from time to
time, subject to market conditions. During the fiscal quarter ended May 30,
1998, the Company purchased 32,500 shares at a total cost of $548,500. Shares
repurchased under the plan from inception through May 30, 1998 total 687,700 at
a cost of $10.0 million.
Year 2000 Compliance
As previously reported in Form 10-K for the fiscal year ended February 28,
1998, the Company is in the process of modifying its computer software
applications and systems to properly function with respect to dates in the
year 2000 and thereafter. To date, the Year 2000 conversion project is on
schedule, and no major problems have been encountered.
Forward Looking Statements
Except for historical information contained herein, this Report on Form 10-Q
contains forward-looking statements which are based on the Company's current
expectations and assumptions. Various factors could cause actual results to
differ materially from those set forth in such statements. These factors
include, but are not limited to, the potential for changes in consumer
spending, consumer preferences and general economic conditions, increasing
competition in the direct mail industry, changes in government regulations,
dependence on foreign suppliers, and possible future increases in operating
costs, including postage and paper costs. For further information, see Part I
of Form 10-K for the fiscal year ended February 28, 1998.
Page 10 of 11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Lillian Vernon Corporation
Date: March 16, 1999 By: /s/ Richard P. Randall
--------------------------------
Richard P. Randall
Senior Vice President,
Chief Financial Officer
Page 11 of 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-27-1999
<PERIOD-END> MAY-30-1998
<CASH> 16,493
<SECURITIES> 0
<RECEIVABLES> 10,763
<ALLOWANCES> 0
<INVENTORY> 39,961
<CURRENT-ASSETS> 82,933
<PP&E> 70,418
<DEPRECIATION> 32,465
<TOTAL-ASSETS> 130,122
<CURRENT-LIABILITIES> 12,499
<BONDS> 0
0
0
<COMMON> 104
<OTHER-SE> 113,234
<TOTAL-LIABILITY-AND-EQUITY> 130,122
<SALES> 32,012
<TOTAL-REVENUES> 32,012
<CGS> 15,512
<TOTAL-COSTS> 36,424
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 73
<INCOME-PRETAX> (4,129)
<INCOME-TAX> (1,404)
<INCOME-CONTINUING> (2,725)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,725)
<EPS-PRIMARY> (0.29)
<EPS-DILUTED> (0.29)
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> MAY-24-1997
<CASH> 24,483
<SECURITIES> 0
<RECEIVABLES> 10,897
<ALLOWANCES> 0
<INVENTORY> 31,361
<CURRENT-ASSETS> 81,205
<PP&E> 66,757
<DEPRECIATION> 27,814
<TOTAL-ASSETS> 128,389
<CURRENT-LIABILITIES> 13,312
<BONDS> 699
0
0
<COMMON> 104
<OTHER-SE> 110,556
<TOTAL-LIABILITY-AND-EQUITY> 128,389
<SALES> 27,748
<TOTAL-REVENUES> 27,748
<CGS> 14,297
<TOTAL-COSTS> 31,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93
<INCOME-PRETAX> (3,602)
<INCOME-TAX> (1,225)
<INCOME-CONTINUING> (2,377)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,377)
<EPS-PRIMARY> (0.25)
<EPS-DILUTED> (0.25)
</TABLE>
