<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
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 0-21878
CYRK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3081657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 POND ROAD, GLOUCESTER, MASSACHUSETTS 01930
(Address of principal executive offices)
(Zip Code)
(508) 283-5800
(Registrant's telephone number, including area code)
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
--- ---
At July 31, 1997, 13,682,457 shares of the Registrant's common stock were
outstanding.
<PAGE> 2
CYRK, INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE NUMBER
<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3
Consolidated Statements of Operations -
For the three and six months ended
June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows -
For the six months ended June 30, 1997
and 1996 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of 11
Security Holders
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
CYRK, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 30,773 $ 44,224
Investments 1,285 2,420
Accounts receivable:
Trade, less allowance for doubtful accounts of $3,705
at June 30, 1997 and $3,268 at December 31, 1996 125,656 59,046
Officers, stockholders and related parties 3,651 3,466
Inventories 40,765 45,904
Prepaid expenses and other current assets 7,160 6,114
Deferred and refundable income taxes 6,626 6,186
--------- ---------
Total current assets 215,916 167,360
Property and equipment, net 15,247 10,407
Other assets 7,971 4,856
Excess of cost over net assets acquired, net 77,980 4,970
Advances to affiliates, net 1,146 2,646
--------- ---------
$ 318,260 $ 190,239
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 26,157 $ 18,749
Obligations under capital leases, current portion 23 --
Accounts payable:
Trade 68,095 8,834
Affiliates 514 992
Accrued expenses and other current liabilities 53,175 36,514
--------- ---------
Total current liabilities 147,964 65,089
Long-term obligations 5,130 --
Obligations under capital leases, net of current portion 3,258 --
Deferred income taxes 2,538 803
--------- ---------
Total liabilities 158,890 65,892
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued -- --
Common stock, $.01 par value; 50,000,000 shares authorized;
13,661,236 shares issued and outstanding at June 30, 1997
and 10,790,876 shares issued and outstanding at December 31, 1996 137 108
Additional paid-in capital 119,595 87,402
Retained earnings 40,240 37,373
Net unrealized loss on available-for-sale securities (11) (56)
Cumulative translation adjustment (591) (480)
--------- ---------
Total stockholders' equity 159,370 124,347
--------- ---------
$ 318,260 $ 190,239
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
CYRK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the three months For the six months
-------------------- ------------------
ended June 30, ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $106,567 $44,144 $203,755 $109,245
Cost of sales:
Related parties 5,369 161 6,756 201
Other 81,325 37,119 160,261 91,446
-------- ------- -------- --------
86,694 37,280 167,017 91,647
-------- ------- -------- --------
Gross profit 19,873 6,864 36,738 17,598
-------- ------- -------- --------
Selling, general and administrative expenses:
Goodwill amortization 454 80 575 144
Related parties 296 197 560 344
Other 17,473 8,568 28,345 16,829
-------- ------- -------- --------
18,223 8,845 29,480 17,317
-------- ------- -------- --------
Operating income (loss) 1,650 (1,981) 7,258 281
Interest income (803) (692) (1,663) (1,306)
Interest expense 584 94 1,138 90
Equity in loss of affiliate 309 274 616 392
-------- ------- -------- --------
Income (loss) before income taxes 1,560 (1,657) 7,167 1,105
Income tax provision (benefit) 936 (683) 4,300 455
-------- ------- -------- --------
Net income (loss) $ 624 $ (974) $ 2,867 $ 650
======== ======= ======== ========
Earnings (loss) per share $ 0.05 $ (0.09) $ 0.25 $ 0.06
======== ======= ======== ========
Weighted average shares outstanding 12,327 10,760 11,619 10,938
======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 5
CYRK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the six months ended June 30,
---------------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,867 $ 650
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,196 1,349
Gain on sale of property and equipment (33) --
Realized loss on sale of investments 27 102
Provision for doubtful accounts 79 60
Equity in loss of affiliates 616 392
Increase (decrease) in cash from changes
in working capital items, net of acquisitions:
Accounts receivable (13,857) (15,369)
Inventories 25,744 6,177
Prepaid expenses and other current assets 847 (379)
Refundable income taxes -- 315
Accounts payable (1,185) 141
Accrued expenses and other current liabilities (12,239) 2,312
-------- --------
Net cash provided by (used in) operating activities 5,062 (4,250)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (2,262) (1,352)
Proceeds from sale of property and equipment 67 --
Acquisitions, net of cash acquired * (16,581) --
Repayments from (advances to) affiliate 890 (1,350)
Purchase of investments (3,815) (34,121)
Proceeds from sale of investments 4,968 27,024
Other, net (2,423) (736)
-------- --------
Net cash used in investing activities (19,156) (10,535)
-------- --------
Cash flows from financing activities:
Proceeds from short-term borrowings, net 14 --
Increase in capital lease obligations 249 --
Proceeds from issuance of common stock 222 223
-------- --------
Net cash provided by financing activities 485 223
-------- --------
Effect of exchange rate changes on cash 158 --
-------- --------
Net decrease in cash and cash equivalents (13,451) (14,562)
Cash and cash equivalents, beginning of year 44,224 42,583
-------- --------
Cash and cash equivalents, end of period $ 30,773 $ 28,021
======== ========
* Acquisitions, net of cash acquired:
Fair value of assets acquired $ 82,027 $ --
Cost in excess of net assets of
companies acquired, net 73,048 --
Liabilities assumed (84,725) --
Stock issued (32,000) --
-------- --------
Cash paid 38,350 --
Less: cash acquired (21,769) --
-------- --------
Net cash paid for acquisition $ 16,581 $ --
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 707 $ --
======== ========
Income taxes $ 2,416 $ 104
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
CYRK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and
Exchange Commission regarding interim financial reporting. Accordingly,
they do not include all of the information and footnotes in accordance
with generally accepted accounting principles for complete financial
statements and should be read in conjunction with the audited financial
statements included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 and the audited financial statements of Simon
Marketing, Inc. and Subsidiaries ("Simon") for the year ended November 30,
1996 which were included with the Company's Report on Form 8-K/A dated June
9, 1997 filed in connection with the Company's acquisition of Simon
(described in Note 4 below). In the opinion of management, the
accompanying unaudited financial statements contain all adjustments,
consisting only of those of a normal recurring nature, necessary for a
fair presentation of the Company's financial position, results of
operations and cash flows at the dates and for the periods presented.
The operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the full year.
Certain prior period amounts have been reclassified to conform with the
current period presentation.
2. Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
<S> <C> <C>
Raw materials $10,370 $12,009
Work in process 4,903 --
Finished goods 25,492 33,895
------- -------
$40,765 $45,904
======= =======
</TABLE>
3. At June 30, 1997, the Company was contingently liable for letters of credit
used to finance the purchase of inventory in the aggregate amount of $20.6
million. Such letters of credit expire at various dates through November
1997.
4. On June 9, 1997, the Company acquired all of the capital stock of Simon, a
a Los Angeles based global promotion agency and provider of custom
promotional products, for $58.0 million, composed of $33.5 million in cash
and $24.5 million in shares of the Company's common stock. $28.4 million in
cash and $20.0 million in shares of the Company's common stock (1,840,138
shares) was paid at the closing, with an additional $5.1 million in cash
and $4.5 million in shares of the Company's common stock to be paid within
four years of the closing. If certain performance targets are achieved, an
additional $5.0 million in shares of the Company's common stock may be paid
to former Simon stockholders. The acquisition has been accounted for as a
purchase and, accordingly, the results of operations of Simon have been
included in the consolidated financial statements from the date of the
acquisition. The excess of cost over the fair value of net assets acquired
($53.8 million) is being amortized on a straight-line basis over 30 years.
On April 7, 1997, the Company acquired Tonkin, Inc. ("Tonkin") a Washington
corporation which provides custom promotional programs and licensed
promotional products, for $12 million in shares of the Company's common
stock and $10 million in cash. The purchase price may be increased by an
additional $2.7 million over the next three years if certain
performance targets are achieved by Tonkin. The acquisition has been
accounted for as a purchase and, accordingly, the results of operations of
Tonkin have been included in the consolidated financial statements from the
date of the acquisition. The excess of cost over the fair value of net
assets acquired ($19.3 million) is being amortized on a straight-line basis
over 20 years.
6
<PAGE> 7
The following unaudited pro forma results of operations assume the Simon
and Tonkin acquisitions occurred on January 1, 1996 and include certain
adjustments related to the acquisitions such as; goodwill amortization
expense, reduction of interest income, non-recurring compensation related
transaction adjustments, one-time transaction costs, the related income
tax effect of combining the acquired companies and the issuance of all
applicable Company common stock (in thousands, except per share amounts):
For the Six For the Six
Months Ended Months Ended
June 30, 1997 June 30, 1996
------------- -------------
Net sales $423,424 $310,088
Net income 5,853 3,857
Earnings per share $ 0.42 $ 0.28
The pro forma results are not necessarily indicative of the operating
results that would have occurred had the Simon and Tonkin acquisitions
occurred on January 1, 1996, nor are they necessarily indicative of future
operations.
5. In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128") was issued. SFAS 128, which revises the
traditional computation, presentation and disclosure requirements for
earnings per share, is effective for financial statements issued for
periods ending after December 15, 1997. Adoption of SFAS 128 would not have
a material impact on the Company's reported earnings per share.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income."
This Statement requires that changes in comprehensive income be shown in
a financial statement that is displayed with the same prominence as other
financial statements. The Statement will become effective for fiscal years
beginning after December 15, 1997. The Company will adopt the new standard
in the first quarter of the fiscal year ending December 31, 1998.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 specifies new
guidelines for determining a company's operating segments and related
requirements for disclosure. The Company is in the process of evaluating
the impact of the new standard on the presentation of the financial
statements and the disclosures therein. The Statement will become effective
for fiscal years beginning after December 15, 1997. The Company will adopt
the new standard for the fiscal year ending December 31, 1998.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion of the financial condition and results of
operations of the Company for the three and six month periods ended June 30,
1997 as compared to the same periods in the previous year. This discussion
should be read in conjunction with the Consolidated Financial Statements of the
Company and related Notes included elsewhere in this Form 10-Q.
GENERAL
The Company is a full service, integrated provider of marketing and promotional
products and services. As such, the Company generates revenue from the sale of
promotional products and the development of marketing programs. The majority of
the Company's revenue is derived from the sale of promotional products to
consumer product companies seeking to promote their brands and build customer
loyalty.
Historically, the Company's business has been heavily concentrated with its two
largest customers, Pepsi-Cola Company ("Pepsi") and Philip Morris Incorporated
("Philip Morris"). Purchases of promotional products by Pepsi and Philip Morris
in 1996 accounted for 38% and 30% of net sales, respectively. Net sales to Pepsi
and Philip Morris accounted for 40% and 23%, respectively, of total net sales in
the first six months of 1997.
As a part of its continuing effort to diversify its customer base and broaden
its capability, the Company, during the second quarter of 1997, completed the
acquisition of two providers of promotional services and products. These
transactions were completed through mergers of these providers with and into
wholly-owned subsidiaries of the Company. On April 7, 1997, the Company
acquired Tonkin, Inc. ("Tonkin"), a Woodinville, Washington provider of custom
promotional programs and licensed promotional products. On June 9, 1997, the
Company acquired Simon Marketing, Inc. ("Simon"), a Los Angeles based global
promotion agency and provider of custom promotional products. Simon's business
is heavily concentrated with McDonald's Corporation ("McDonald's"). Net sales
to McDonald's accounted for 9% of the Company's total net sales for the six
month period ended June 30, 1997.
The Company expects that a significant percentage of its net sales for the
remainder of 1997 will be to Pepsi, Philip Morris and McDonald's. The Company's
business with these customers (as well as other promotional customers) is based
upon purchase orders placed from time to time during the course of promotions.
There are no written agreements which commit these customers to make a certain
level of purchases. The actual level of purchases by Pepsi, Philip Morris and
McDonald's (and other promotional products customers) depends on a number of
factors, including the timing and duration of the promotion and consumer
redemption rates. Consequently, the Company's level of net sales is difficult
to predict accurately and can fluctuate greatly from quarter to quarter.
Philip Morris solicits competitive bids for its promotional programs. The
Company's profit margin depends, to a great extent, on its competitive position
when bidding and its ability to manage its costs after being awarded bids.
Increased competition is expected to continue and may adversely impact the
Company's profit margin on Philip Morris promotions in the future. Recent
negotiations between state attorneys general and certain tobacco companies,
including Philip Morris, as well as proposed federal regulations, would result
in a ban on promotional programs relating to tobacco products and would have a
material adverse effect on the Company's business with Philip Morris and its
results of operations.
The Company's agreement with Pepsi in support of the "Pepsi Stuff" promotions
provides for an exclusive role for the Company in the development and production
of the promotional merchandise and clothing. The agreement further provides for
negotiated gross margins at various volume levels. The current "Pepsi Stuff"
program is scheduled to expire on September 8, 1997.
8
<PAGE> 9
At June 30, 1997, the Company had written purchase orders for $210.1 million as
compared to $40.0 million at June 30, 1996. The Company's purchase orders are
generally subject to cancellation with limited penalty and are therefore not
necessarily indicative of future revenues or earnings. Generally, promotional
products orders are filled and net sales are recognized 60 to 180 days after
receipt of a purchase order.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
Net sales for the second quarter ended June 30, 1997 totaled $106.6 million as
compared to $44.1 million in the second quarter of 1996. The increase in net
sales of $62.5 million, or 141%, from the comparable period of a year ago, was
primarily attributable to revenues associated with acquired companies and
internal sales growth. Promotional product sales in the second quarter of 1997
totaled $96.4 million, or an increase of 207%, as compared to $31.4 million in
the second quarter of 1996. Net sales related to the Company's private label and
Cyrk brand business in the second quarter of 1997 totaled $10.2 million, or a
decrease of 20%, as compared to $12.7 million in the second quarter of 1996 as a
result of an overall softer retail apparel market.
Gross profit increased $13.0 million, or 190%, to $19.9 million in the second
quarter of 1997 from $6.9 million in the second quarter of 1996. As a percentage
of net sales, the second quarter gross profit increased to 18.6% in 1997 from
15.5% in 1996. This increase was due principally to more favorable margins
associated with the Company's increased sales mix in certain industry segments
characterized by higher gross margins.
Selling, general and administrative expenses increased $9.4 million, or 106%, to
$18.2 million in 1997 from $8.8 million in the second quarter of 1996, but
decreased as a percentage of net sales to 17.1% in the second quarter of 1997
from 20.0% in the second quarter of 1996. The Company's increased spending was
primarily attributable to its expanded global sales and operations. The decrease
in selling, general and administrative expenses as a percentage of net sales was
attributable to the comparative increase in net sales.
Equity in loss of affiliates represents the Company's proportionate share of
investments being accounted for under the equity method.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
Net sales for the first six months of 1997 totaled $203.8 million as compared to
$109.2 million in the first six months of 1996. The increase in net sales of
$94.5 million, or 87%, from the comparable period of a year ago, was directly
attributable to revenues associated with acquired companies and internal sales
growth. Promotional product sales in the first six months of 1997 totaled $183.0
million, or an increase of 128%, as compared to $80.3 million in the first six
months of 1996. Net sales related to the Company's private label and Cyrk brand
business in the first six months of 1997 totaled $20.8 million, or a decrease of
28%, as compared to $28.9 million in the first six months of 1996 as a result of
an overall softer retail apparel market.
Gross profit increased $19.1 million, or 109%, to $36.7 million in the first six
months of 1997 from $17.6 million in the first six months of 1996. As a
percentage of net sales, gross profit increased to 18.0% in 1997 from 16.1% in
1996. This increase was due principally to more favorable margins associated
with certain promotional programs and the Company's increased sales mix in
industry segments characterized by higher gross margins.
Selling, general and administrative expenses increased $12.2 million, or 70%, to
$29.5 million in the first six months of 1997 from $17.3 million in the first
six months of 1996, but decreased as a percentage of net sales to 14.5% in the
first six months of 1997 from 15.9% in the first six months of 1996. The
Company's increased spending was primarily attributable to its expanded global
sales and operations. The decrease in selling, general and administrative
expenses as a percentage of net sales was attributable to the comparative
increase in year to date net sales.
Equity in loss of affiliates represents the Company's proportionate share of
investments being accounted for under the equity method.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1997 was $68.0 million compared to $102.3 million
at December 31, 1996. Net cash provided by operating activities during the
first six months of 1997 was $5.1 million, due principally to a $25.7 million
decrease in inventories, exclusive of the effect of inventories acquired as a
result of the Simon and Tonkin acquisitions. This decrease in inventories was
primarily due to a lower level of inventory purchases related to promotional
customer orders.
Net cash used in investing activities in the first six months of 1997 was $19.2
million, which was primarily attributable to $16.6 million of net cash used to
aqcuire Tonkin and Simon in the second quarter of 1997. Net cash used in
investing activities in the first half of 1996 was $10.5 million, which
included $7.1 million of net purchases of investments.
Since inception, the Company has financed its working capital and capital
expenditure requirements through cash generated from operations, public sales of
common stock, bank borrowings and capital equipment leases. Such cash
requirements were provided principally by financing and investing activities for
1996, and principally by operating activities for 1997 to date.
Under an existing arrangement with a bank, the Company currently has available
a bank letter of credit and revolving credit facility which expires March 31,
1998. As of June 30, 1997, based on the borrowing base formula prescribed by
this credit facility, the Company's borrowing capacity was $75 million, of
which $22.9 million in letters of credit and $19.3 million of short-term
borrowings were outstanding. Borrowings under the facilities are collateralized
by all assets of the Company. In addition, the Company has a variety of
domestic and international credit facility arrangements related to its Simon
and Tonkin operations with a borrowing capacity of $27.2 million. At June 30,
1997, $6.9 million was outstanding under all such arrangements. Substantially
all of Simon's and Tonkin's assets are pledged as collateral under these credit
facilities.
Management believes that the Company's existing cash position, credit
facilities, and its ability to obtain additional financing, combined with
internally generated cash flow, will be adequate for its liquidity and capital
needs at least through the end of 1997.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings that have
not been previously reported, and during the quarter covered by this report
there have been no material developments in such reported legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 8, 1997 the Company held its Annual Meeting of Stockholders. The matters
considered at the meeting consisted of the following:
The election of one Class I director to serve for a term of three
years and until his successor is elected and qualified. The results of
the voting were as follows:
<TABLE>
<CAPTION>
NOMINEE FOR VOTES WITHHELD BROKER NON-VOTES
------- --- -------------- ----------------
<S> <C> <C> <C>
Joseph W. Bartlett 9,459,540 549,910 0
</TABLE>
The approval and ratification of an amendment to the 1993 Omnibus
Stock Plan increasing the number of shares of Common Stock available
for issuance thereunder from 2,000,000 to 3,000,000. The results of
the voting were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
5,560,403 3,344,367 7,822 1,096,858
</TABLE>
The approval and ratification of an amendment to the 1993 Employee
Stock Purchase Plan increasing the number of shares of Common Stock
available for issuance thereunder from 150,000 to 300,000. The results
of the voting were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
6,587,998 2,347,574 7,822 1,066,056
</TABLE>
The approval and ratification of the adoption of the 1997 Acquisition
Stock Plan. The results of the voting were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
5,261,579 3,332,472 8,276 1,407,123
</TABLE>
The ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the 1997 fiscal year. The results
of the voting were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
9,990,714 10,981 7,755 0
</TABLE>
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated April 7, 1997 with respect to
the acquisition of Tonkin, Inc.
The Company filed a Report on Form 8-K dated May 8, 1997 with respect to
an Agreement and Plan of Merger entered into with Simon Marketing, Inc.
The Company filed a Report on Form 8-K dated June 9, 1997 with respect to
the acquisition of Simon Marketing, Inc. which was subsequently amended by
the filing on July 23, 1997 of a Report on Form 8-K/A.
12
<PAGE> 13
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.
Date: August 13, 1997 CYRK, INC.
/s/ Dominic F. Mammola
------------------------------------------
Dominic F. Mammola
Vice President and Chief Financial Officer
(duly authorized officer and principal
financial and accounting officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 30,773
<SECURITIES> 1,285
<RECEIVABLES> 129,361
<ALLOWANCES> 3,705
<INVENTORY> 40,765
<CURRENT-ASSETS> 215,916
<PP&E> 28,522
<DEPRECIATION> 13,275
<TOTAL-ASSETS> 318,260
<CURRENT-LIABILITIES> 147,964
<BONDS> 0
0
0
<COMMON> 137
<OTHER-SE> 159,233
<TOTAL-LIABILITY-AND-EQUITY> 318,260
<SALES> 203,755
<TOTAL-REVENUES> 203,755
<CGS> 167,017
<TOTAL-COSTS> 167,017
<OTHER-EXPENSES> 616
<LOSS-PROVISION> 79
<INTEREST-EXPENSE> 1,138
<INCOME-PRETAX> 7,167
<INCOME-TAX> 4,300
<INCOME-CONTINUING> 2,867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,867
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
