FOSSIL INC
10-Q, 1997-11-18
WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS
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                                  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: October 4, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 0-19848


                                  FOSSIL, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                             75-2018505
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                   2280 N. Greenville, Richardson, Texas 75082
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (972) 234-2525
              (Registrant's telephone number, including area code)

     Indicate by check mark whether  registrant  (1) has filed all reports 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 ____

     The  number of shares  of  Registrant's  common  stock,  outstanding  as of
November 14, 1997: 13,486,084.
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                          FOSSIL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                     October 4,          December 31,
                                                                        1997                 1996
                                                                    (Unaudited)
ASSETS
Current assets:

<S>                                                              <C>                   <C>           
   Cash and cash equivalents                                     $  11,741,038         $   11,981,246
   Accounts receivable - net                                        37,023,103             30,252,964
   Inventories                                                      58,632,984             49,782,555
   Deferred income tax benefits                                      4,317,703              3,666,344
   Prepaid expenses and other current assets                         4,166,163              1,942,791
                                                                     ---------              ---------
          Total current assets                                     115,880,991             97,625,900
Property, plant and equipment - net                                 20,756,017             16,718,976
Intangible and other assets                                          4,863,598              4,633,193
                                                                   -----------             ----------
                                                                $  141,500,606         $  118,978,069
                                                                   ===========            ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                $   11,690,080          $  10,506,144
   Accounts payable                                                 15,176,038              7,476,324
   Accrued expenses:
       Co-op advertising                                             6,331,980              7,857,196
       Compensation                                                  2,620,783              2,154,996
       Other                                                         6,250,514              7,931,693
   Income taxes payable                                              5,948,058              1,838,656
                                                                    ----------             ----------
            Total current liabilities                               48,017,453             37,765,009
Long-term debt                                                       4,200,000              4,350,000
Minority interests in subsidiaries                                   1,248,133              2,295,026
Stockholders' equity:
   Common stock, shares issued and outstanding,
       13,481,626 and 13,242,994, respectively                         134,816                132,430
   Additional paid-in capital                                       25,050,264             22,766,468
   Retained earnings                                                64,433,684             52,315,069
   Cumulative translation adjustment                                (1,583,744)              (645,933)
                                                                    -----------            -----------
            Total stockholders' equity                              88,035,020             74,568,034
                                                                    -----------            -----------
                                                                 $ 141,500,606          $ 118,978,069
                                                                 =============            ============
</TABLE>



See notes to condensed consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                          FOSSIL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED

                                                                     For the 13     For the 3       For the 39 1/2     For the 9
                                                                    Weeks Ended    Months Ended      Weeks Ended      Months Ended
                                                                     October 4,   September 30,      October 4,      September 30,
                                                                        1997           1996              1997            1996

<S>                                                                <C>            <C>                <C>              <C>
Net Sales                                                          $ 61,012,584   $ 52,821,348       $ 165,393,762    $ 140,968,652
Cost of sales                                                        31,322,436     27,064,790          86,204,180       73,713,876
                                                                     ----------     ----------         -----------      -----------
     Gross profit                                                    29,690,148     25,756,558          79,189,582       67,254,776

Operating Expenses:
   Selling and distribution                                          13,719,495     12,668,558          38,862,609       34,405,548
   General and administrative                                         6,155,239      5,809,763          18,273,318       16,721,491
                                                                     ----------     ----------          ----------       ----------
            Total operating expenses                                 19,874,734     18,478,321          57,135,927       51,127,039
                                                                     ----------     ----------          ----------       ----------
   Operating income                                                   9,815,414      7,278,237          22,053,655       16,127,737
Interest expense                                                       (252,573)      (383,127)           (749,289)        (823,549)
Other income (expense) - net                                           (259,753)      (404,429)           (822,751)        (447,001)
                                                                     -----------    -----------         -----------      -----------
     Income before income taxes                                       9,303,088      6,490,681          20,481,615       14,857,187
Provision for income taxes                                            3,793,000      2,661,000           8,363,000        6,103,000
                                                                     ----------     ----------          ----------       ----------
Net income                                                          $ 5,510,088    $ 3,829,681        $ 12,118,615     $  8,754,187
                                                                    ===========    ===========        ============     =============
Earnings per share                                                  $      0.39    $      0.29        $       0.88     $       0.66
                                                                    ===========    ===========        ============     =============
Weighted average common and
   common equivalent shares
   outstanding                                                       14,031,229     13,328,601          13,814,073       13,346,549
                                                                     ==========     ==========          ==========       ==========
</TABLE>


See notes to condensed consolidated financial statements.

                                        2
<PAGE>


<TABLE>
<CAPTION>

                         FOSSIL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

                                                                                           For the 39 1/2       For the 9
                                                                                            Weeks Ended        Months Ended
                                                                                             October 4,       September 30,
                                                                                               1997               1996
Operating Activities:
<S>                                                                                       <C>                 <C>
   Net income                                                                             $ 12,118,615        $  8,754,187
   Noncash item affecting net income:
       Minority interests in subsidiaries                                                       35,644             594,038
       Depreciation and amortization                                                         2,351,535           2,310,059
       Increase in allowance for doubtful accounts                                              12,310             909,722
       Increase (decrease) in allowance for returns -
          net of related inventory in transit                                                  309,234            (591,443)
       Deferred income tax benefits                                                           (651,359)           (395,000)
       Cumulative translation adjustment                                                      (937,811)           (530,210)
   Cash from (used in) changes in assets and liabilities:
       Accounts receivable                                                                  (7,311,546)         (9,279,791)
       Inventories                                                                          (8,630,565)        (13,077,501)
       Prepaid expenses and other current assets                                            (2,223,372)           (637,136)
       Accounts payable                                                                      7,699,711           2,450,243
       Accrued expenses                                                                     (2,740,607)            873,300
       Income taxes payable                                                                  4,109,402            (711,859)
                                                                                             ---------            ---------
               Net cash from (used in) operations                                            4,141,191          (9,331,391)

Investing Activities:
   Net assets acquired in business combination/consolidation,
       net of cash received                                                                 (1,315,703)            805,891
   Additions to property, plant and equipment                                               (6,195,990)         (3,292,698)
   Decrease (increase) in intangible and other assets                                          308,960            (380,089)
                                                                                               -------            ---------
               Net cash used in investing activities                                        (7,202,733)         (2,866,896)

Financing activities:
   Issuance of common stock                                                                  2,286,182              73,958
   Decrease in minority interests in subsidiaries                                             (498,784)           (111,809)
   Increase in notes payable                                                                 1,033,936          12,624,890
                                                                                             ---------          ----------
               Net cash from financing activities                                            2,821,334          12,587,039
                                                                                             ---------          ----------
Net (decrease) increase in cash and cash equivalents                                          (240,208)            388,752

Cash and cash equivalents:
   Beginning of period                                                                      11,981,246           5,980,535
                                                                                            ----------           ---------
   End of period                                                                          $ 11,741,038         $ 6,369,287
                                                                                          ============         ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3

<PAGE>

                          FOSSIL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

1.       FINANCIAL STATEMENT POLICIES

Basis of Presentation.  The condensed  consolidated financial statements include
the accounts of Fossil,  Inc., a Delaware  corporation,  and its  majority-owned
subsidiaries (the "Company").  The condensed  consolidated  financial statements
reflect all  adjustments  which are, in the opinion of management,  necessary to
present a fair  statement of the Company's  financial  position as of October 4,
1997 and the results of operations for the thirteen and thirty-nine and one-half
week periods ended October 4, 1997, respectively,  and the results of operations
for the three- and nine-month  periods ended  September 30, 1996,  respectively.
All adjustments are of a normal, recurring nature.

These  interim  financial  statements  should  be read in  conjunction  with the
audited  financial  statements and the notes thereto included in Form 10-K filed
by the Company  pursuant  to the  Securities  Exchange  Act of 1934 for the year
ended December 31, 1996.  Operating results for the thirteen and thirty-nine and
one-half week periods ended October 4, 1997 ("Third Quarter" and  "Three-fourths
Year Period", respectively), are not necessarily indicative of the results to be
achieved for the full year.

Beginning  January 1, 1997,  the Company  changed its fiscal year to reflect the
retail-based  calendar  (containing 4-4-5 week calendar  quarters).  Due to this
change,  the Company's first quarter ended April 5, 1997 contained an additional
one-half week for the transition period.

Business. The Company designs, develops, markets and distributes fashion watches
and other accessories,  principally under the "FOSSIL", "FSL" and "RELIC" brands
names. The Company's  products are sold primarily through  department stores and
other major retailers, both domestically and internationally.
<TABLE>
<CAPTION>

2.       INVENTORIES

         Inventories consist of the following:
                                                                                          October 4,        December 31,
                                                                                             1997                1996
                                                                                             ----                ----
<S>                                                                                      <C>                <C>
                  Components and parts                                                   $ 3,558,149        $  2,294,750
                  Work-in-process                                                          1,565,556             657,125
                  Finished merchandise on hand                                            43,726,186          38,404,535
                  Merchandise at Company's stores                                          5,096,125           3,962,199
                  Merchandise in transit from estimated
                    customers' returns                                                     4,686,968           4,463,946
                                                                                           ---------           ---------
                                                                                        $ 58,632,984         $49,782,555
                                                                                        ============         ===========
</TABLE>


The Company periodically enters into forward contracts  principally to hedge the
expected  payment  of  intercompany  inventory  transactions  with its  non-U.S.
subsidiaries.  Currency  exchange gains or losses resulting from the translation
of the  related  accounts,  along with the  offsetting  gains or losses from the
hedge,  is  deferred  until the  inventory  is sold or the  forward  contract is
completed.  On October 4, 1997,  the  Company had hedge  contracts  to sell 15.3
million German Marks for approximately $8.5 million, expiring through April 1998
and 432.1 million Japanese Yen for approximately $3.8 million,  expiring through
February 1998.

                                        4
<PAGE>

                          FOSSIL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED


3.       ACQUISITIONS

Effective February 1, 1997, Fossil Europe B.V. acquired the remaining 40% of the
capital  stock of  Fossil  Italia,  S.R.L.  from its  minority  stockholders  in
exchange for the  issuance of 128,109  shares of the  Company's  $0.01 par value
common stock ("Common  Stock") valued at $1.2 million.  The acquisition has been
accounted for as a purchase and, in connection  therewith,  the Company recorded
goodwill of approximately $300,000.

Effective  April 1997,  Fossil  (East)  Limited  acquired the  remaining  35% of
capital stock of Amazing Time,  Ltd. from its minority  stockholder  in exchange
for approximately  $380,000 in cash. The acquisition has been accounted for as a
purchase  and,  in  connection  therewith,  the  Company  recorded  goodwill  of
approximately $210,000.

4.       DEBT

Bank.  In June 1997,   the   Company   renewed   its  U.S.  short-term  revolver
through June 1998. At the time of the renewal,  the Company  increased the funds
available under the facility by $10,000,000 to  $40,000,000,  not subject to any
borrowing base calculation.  The U.S.  short-term  revolver is collateralized by
substantially  all the  Company's  assets and requires  maintenance  of specific
levels of net worth, net income, working capital and financial ratios.

                                       5
<PAGE>

                          FOSSIL, INC. AND SUBSIDIARIES


ITEM 2.   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 thirteen and  thirty-nine  and one-half  week
periods  ended  October 4, 1997 (the "Third  Quarter"  and  "Three-fourths  Year
Period",  respectively),  as compared to the three- and nine-month periods ended
September 30, 1996. Due to a change in the Company's  fiscal year to reflect the
retail-based  calendar (containing 4-4-5 week calendar quarters),  the Company's
first  quarter  during  1997  contained  an  additional  one-half  week  for the
transition period.  This change had an immaterial impact on comparability to the
three-  and  nine-month  periods  in 1996.  This  discussion  should  be read in
conjunction with the Condensed Consolidated Financial Statements and the related
Notes attached hereto.

General

Since the  Company's  organization  in 1984,  sales growth has been  principally
attributable to increased sales of FOSSIL brand watches both domestically and in
a growing number of international markets.  Adding to the Company's sales growth
has been the  addition  of  FOSSIL  brand  leather  goods  and  sunglasses,  the
diversification  into FOSSIL  outlet and retail stores and the  introduction  of
other  watch  brands  (RELIC  and FSL).  Increased  sales  volume  has also been
generated through  leveraging the Company's  infrastructure of sourcing,  design
and developmental  systems for the production of its products for corporate gift
programs  as well as under the  names of  internationally  recognized  specialty
retailers, entertainment companies and theme restaurants. The Company's products
are  marketed  internationally,  mainly  through  major  department  stores  and
specialty retailers.

The  Company  maintains  sales and  distribution  offices in the United  States,
Germany,  Italy,  Japan,  Spain and Hong Kong.  In addition to sales through the
Company's  offices,  FOSSIL also currently  distributes  its products to over 50
additional countries through authorized distributors.

1997 Highlights

     Effective  February  1997,  the Company  acquired the  remaining 40% of the
     capital stock of Fossil Italia, S.R.L. from its minority stockholders.

     Effective April 1997, the Company acquired the remaining 35% of the capital
     stock of Amazing Time, Ltd. from its minority stockholder.

     The Company entered into a multi-year  licensing  agreement for the design,
     production,  and  marketing  of FOSSIL  brand  underwear  and  lounge  wear
     throughout the United States. The product should be available to the public
     for the 1997 holiday season.

     The  Company  announced  in May  that  it  had  entered  into a  worldwide,
     multi-year  licensing  agreement  with  Giorgio  Armani  for the  rights to
     design, produce and market a line of Emporio Armani watches.

                                       6

<PAGE>


Results of Operations

The following table sets forth, for the periods  indicated,  (i) the percentages
of the Company's net sales  represented by certain line items from the Company's
condensed  consolidated  statements of income and (ii) the percentage changes in
these line items  between the current  period and the  comparable  period of the
prior year. <TABLE> <CAPTION>

                                    Percentage of                           Percentage of
                                      Net Sales                               Net Sales
                                      ---------                               ---------
                             For the 13      For the                  For the 39      For the
                               Weeks         3 Months                 1/2 Weeks      9 Months
                              Ended           Ended                     Ended          Ended
                            October 4,   September 30,    Percentage   October 4,   September 30,   Percentage
                               1997           1996          Change        1997          1996         Change
                               ----           ----          ------        ----          ----         ------
<S>                          <C>             <C>              <C>        <C>          <C>              <C>
Net sales                      100.0%        100.0%           15.5%      100.0%       100.0%           17.3%
Cost of sales                   51.3          51.2            15.7        52.1         52.3            16.9
                                ----          ----                        ----         ----
Gross profit margin             48.7          48.8            15.3        47.9         47.7            17.7
Selling and
  distribution expenses         22.5          24.0             8.3        23.5         24.4            13.0
General and
  administrative expenses       10.1          11.0             5.9        11.1         11.9             9.3
                                ----          ----                        ----         ----
Operating income                16.1          13.8            34.9        13.3         11.4            36.7
Interest expense                (0.4)         (0.7)          (34.1)       (0.4)        (0.6)           (9.0)
Other income
  (expense)- net                (0.5)         (0.8)          (35.8)       (0.5)        (0.3)           84.1
                                -----         -----                       -----        -----
Income before income taxes
                                15.2          12.3            43.3        12.4         10.5            37.9
Income taxes                     6.2           5.0            42.5         5.1          4.3            37.0
                                 ---           ---                         ---          ---
Net income                       9.0%          7.3%           43.9%        7.3%         6.2%           38.4%
                                =====         =====                       =====        =====
</TABLE>
                                       7
<PAGE>


Net  Sales.  The   following table  sets  forth   certain   components  of  the
Company's  consolidated  net  sales  and  the  percentage  relationship  of  the
components  to  consolidated  net sales for the periods  indicated (in millions,
except percentage data):
<TABLE>
<CAPTION>

                            Amounts               % of Total                 Amounts                % of Total
                            -------               ----------                 -------                ----------
                     For the     For the      For the    For the     For the 39   For the       For the      For the
                     13 Weeks    3 Months    13 Weeks    3 Months     1/2 Weeks    9 Months     39 1/2      9 Months
                       Ended      Ended       Ended       Ended        Ended        Ended        Weeks       Ended
                     October     September   October     September    October     September     October     September
                        4,         30,          4,         30,          4,          30,            4,          30,
                       1997        1996        1997       1996        1997         1996          1997         1996
                       ----        ----        ----       ----        ----         ----          ----         ----
International:
<S>                   <C>        <C>             <C>        <C>     <C>          <C>               <C>          <C>
  Europe              $ 11.0     $ 10.3          8%         20%     $ 31.4       $ 32.7            19%          23%
  Other                  5.5        2.4          9           4        21.9          9.8            13            7
                         ---        ---         ---         ---       ----         ----            ---          ---
     Total              16.5       12.7          27         24        53.3         42.5            32           30
                        ----       ----         ---         ---       ----         ----            ---          ---
International


Domestic:
   Watch products       26.9       24.4          44         46        66.9         59.5            40           42
   Other products       12.1       11.6          20         22        32.5         30.7            20           22
                        ----       ----         ---        ---        ----         ----            ---          ---
     Total              39.0       36.0          64         68        99.4         90.2            60           64
    Stores               5.5        4.1           9          8        12.6          8.2             8            6
     Total Domestic     44.5       40.1          73         76       112.0         98.4            68           70
                        ----       ----         ---        ---       -----         ----            ---          ---
Total Net Sales       $ 61.0     $ 52.8         100%      100%      $165.3       $140.9           100%         100%
                      ======     ======         ====      ====      ======       ======           ====         ====                 
                                               
</TABLE>


Sales of FOSSIL  branded  watches and sales from  additional  FOSSIL  outlet and
retail  stores  opened after  September  1996  accounted for the majority of the
sales  volume  increase  during  the Third  Quarter.  Worldwide  sales of FOSSIL
branded  watches  showed  strong  gains due to the  increase  of metal  bracelet
watches in the Company's sales mix and the popularity of two FOSSIL watch lines,
FOSSIL Blue and FOSSIL Steel, introduced in the second quarter of 1996 and 1997,
respectively. Five additional stores of the Company's combined thirty-one outlet
and retail stores,  were in operation  during the Third Quarter in comparison to
the  comparable  quarter in 1996.  The Company had a combined total of 17 and 27
Store locations as of January 1, 1996 and September 30, 1996, respectively.  The
majority  of the store  locations  opened  at least a full  year also  showed an
increase in sales  volumes as FOSSIL  brand  recognition  and product  offerings
continued to broaden and improve.  FOSSIL leather goods sales  continued to show
strong growth in the women's handbag and small leather good products,  offset in
part by lower sales volumes in men's small leather goods.  Strong domestic watch
volume  increases  were offset in part by a 30%  reduction in watches sold under
licensing  agreements  as the  Company  continues  to  reduce  its  exposure  in
non-branded  collectible  licensed  products.  Internationally,   the  Company's
European-based  sales  showed an  increase  for the first  time this year as the
Company's  product mix of FOSSIL  watches  became more closely  aligned with the
assortment  in use  within  the  United  States.  Export  sales  also  increased
substantially as the number of foreign countries the Company's products are sold
into  increased,  as did market  penetration for the Company's watch products in
key foreign countries.  Sales volume increases on a year-to-date basis generally
followed the same trends as the Third Quarter with two  exceptions.  First,  the
Company's  sunglass  product sales,  while improving in the Third Quarter,  were
down more  substantially in the first half of the year and second,  year-to-date
sales volumes were  positively  impacted by an approximate  $5.9 million sale of
premium  watches  sold into Europe  during the  Company's  1997 second  quarter.
Management believes sales trends during the Company's 1997 fourth quarter should
follow the same general  trends as reported  during 1997 with the exception that
sales volume will also be  positively  impacted by the shipping of the Company's
Emporio Armani watch line.

Gross Profit. During 1997, increased sales volumes through the Company's  retail
and  Japan-based  operations  and  increased  production  of the Company's watch
product through its
                                       8
<PAGE>

majority-owned  assembly  factories  had a positive  influence on the  Company's
gross  profit  margins.  However,  more  aggressive  pricing  on  certain of the
Company's  FOSSIL branded  watches this year, and higher  markdowns taken in the
leather and sunglass  products  during the 1997 second quarter had an offsetting
effect on gross profit  margins.  Management  believes that the Company's  gross
profit margins will remain in the 48% range for the balance of the year.

Operating  Expenses.   Selling,   general  and  administrative  expenses,  as  a
percentage of net sales,  decreased for the Third Quarter and Three-fourths Year
Period to 32.6% and 34.6%, respectively,  from 35.0% and 36.3% in the prior year
comparable periods. Operating expenses increased in the aggregate, primarily due
to increased sales volumes and the operating costs from the Company's additional
outlet and retail  stores opened  during 1996 and 1997.  The  operating  expense
ratios for the Third  Quarter and  Three-fourths  Year  Period  were  positively
impacted by leveraging  expenses against higher sales volumes and as a result of
the reduction in operating  expenses  incurred in France and the United Kingdom,
where the Company has curtailed its  Company-owned  operations in favor of sales
through independent distributors. While the Company believes it will continue to
leverage its operating expenses against  anticipated  increased sales volumes in
the fourth quarter,  operating expenses will be negatively impacted by over $1.5
million in  advertising  and other costs  related to the start up of the Emporio
Armani watch line.

Other income (expense). Other income (expense) typically represents the minority
interests  in the  profit or loss of the  Company's  majority-owned  operations,
interest income and foreign currency  exchange gains or losses.  The decrease in
other  expense  during the Third  Quarter  primarily  reflects the impact of the
Company's  decision to purchase  certain  minority  interests of its  profitable
European and  manufacturing  operations  during the later part of 1996 and early
1997. On a year-to-date  basis,  additional  expenses were incurred as result of
foreign  currency  losses and estimated  costs of $175,000 to be incurred in the
curtailment of operations in the United Kingdom. During 1997, additional foreign
currency losses were incurred by the Company's  foreign  subsidiaries on certain
unhedged transactions as the United States Dollar has significantly increased in
value against the foreign  currencies the Company deals with,  mainly the German
Mark and Italian Lira.

Liquidity and Capital Resources

Historically the Company has not required substantial financing during the first
several  months of its fiscal year but has increased its debt needs  starting in
the second quarter, typically reaching its peak borrowing needs in the September
- - November time frame.  The  additional  financing  needs have generally been to
finance the  accumulation of inventory and the build-up in accounts  receivable.
During 1997, the Company  additionally  incurred  approximately  $4.5 million in
costs for the construction of a 138,000-sq.  ft. warehouse  facility,  which has
been built  adjacent  to its main  headquarters.  The  building  costs are being
funded through the Company's short-term credit facilities.

Management  believes  the  Company's  financial  position  as of October 4, 1997
remains  extremely strong with working capital of approximately  $67 million and
$12 million in cash. As of November 11, 1997, the Company had  approximately $14
million borrowed against it's combined $48 million bank credit  facilities.  The
current  bank  borrowings  are  primarily  related to  financing  the  Company's
expansion into  company-owned  retail locations and  internationally  as well as
financing its facility costs in Texas.  Management  believes that cash flow from
operations  and existing  credit  facilities  will be  sufficient to satisfy its
working capital expenditure requirements for at least the next twelve months.

                                       9
<PAGE>

Forward Looking Statements

The statements contained in this Quarterly Report on Form 10-Q,  including,  but
not limited to statements in  Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations  that  are  not  historical   facts  are
forward-looking  statements  and involve a number of  uncertainties.  The actual
results of the future events could differ  materially  from those stated in such
forward-looking statements. Among the factors that could cause actual results to
differ  materially  are general  economic  conditions,  competition,  government
regulation  and  possible   future   litigation,   as  well  as  the  risks  and
uncertainties  set forth on the Company's Current Report on Form 8-K dated March
31, 1997.

                                       10
<PAGE>


<PAGE>





                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                (a)      Exhibits

                         27       Financial Data Schedule

                (b)      Reports on Form 8-K

                         No  reports  on Form 8-K were  filed  during the period
                         covered by this Report.


<PAGE>


                                                     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.


                                                     FOSSIL, INC.



Date: November 17, 1997                     /s/ Randy S. Kercho
                                            ------------------------------------
                                            Randy  S.  Kercho   Executive   Vice
                                            President   and   Chief    Financial
                                            Officer (Principal financial officer
                                            duly authorized to sign on behalf of
                                            Registrant)

                                       12

<PAGE>



<PAGE>





                                  EXHIBIT INDEX



Exhibit
Number                              Document Description


27                                  Financial Data Schedule


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
Part I Item. Financial Statements of Fossil, Inc. and Subsidiaries as of and for
the thirty-nine and one-half weeks ended October 4, 1997 filed on form 10-Q.
</LEGEND>
<CIK>                           0000883569
<NAME>                          FOSSIL, INC.
<MULTIPLIER>                                  1
<CURRENCY>                                    US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>                              Jan-03-1998
<PERIOD-START>                                 Jan-01-1997
<PERIOD-END>                                   Oct-04-1997
<EXCHANGE-RATE>                                1
<CASH>                                         11,741,038
<SECURITIES>                                   0
<RECEIVABLES>                                  41,939,314
<ALLOWANCES>                                   4,916,211
<INVENTORY>                                    58,632,984
<CURRENT-ASSETS>                               115,880,991
<PP&E>                                         30,585,146
<DEPRECIATION>                                 9,829,129
<TOTAL-ASSETS>                                 141,500,606
<CURRENT-LIABILITIES>                          48,017,453
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       134,816
<OTHER-SE>                                     87,900,204
<TOTAL-LIABILITY-AND-EQUITY>                   141,500,606
<SALES>                                        165,393,762
<TOTAL-REVENUES>                               165,393,762
<CGS>                                          86,204,180
<TOTAL-COSTS>                                  143,340,107
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               12,310
<INTEREST-EXPENSE>                             749,289
<INCOME-PRETAX>                                20,481,615
<INCOME-TAX>                                   8,363,000
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   12,118,615
<EPS-PRIMARY>                                  0.88
<EPS-DILUTED>                                  0
        


</TABLE>


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