FOSSIL INC
10-Q, 1998-11-16
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 3, 1998

                                       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 13, 1998: 20,939,788.





<PAGE>




                                      PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S>                                                                      <C>                     <C> 

                                      FOSSIL, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                            October 3,             January 3,
                                                                              1998                    1998
                                                                              ----                    ----
                                                                           (Unaudited)

ASSETS
Current assets:
   Cash and cash equivalents                                             $   27,948,730          $   21,103,581
   Accounts receivable - net                                                 45,037,098              34,237,526
   Inventories                                                               74,606,197              51,382,160
   Deferred income tax benefits                                               5,446,822               4,503,749
   Prepaid expenses and other current assets                                  3,110,584               2,432,282
                                                                         --------------          --------------

          Total current assets                                              156,149,431             113,659,298

Property, plant and equipment - net                                          22,590,915              21,073,333
Intangible and other assets                                                   4,755,768               4,837,259
                                                                         --------------          --------------

                                                                         $  183,496,114          $  139,569,890
                                                                         ==============          ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                         $    3,816,150          $    7,862,145
   Accounts payable                                                          19,165,668               9,609,805
   Accrued expenses:
       Co-op advertising                                                      9,647,366               8,700,696
       Compensation                                                           3,158,251               2,665,485
       Other                                                                 13,705,909               8,714,067
   Income taxes payable                                                      12,521,324               5,504,304
                                                                         --------------          --------------

            Total current liabilities                                        62,014,668              43,056,502

Minority interest in subsidiaries                                             1,551,093               1,250,405
Stockholders' equity:
   Common stock, shares issued and outstanding,
       20,932,091 and 20,308,503, respectively                                  209,321                 203,085
   Additional paid-in capital                                                32,522,162              26,021,255
   Retained earnings                                                         90,682,809              71,257,176
   Cumulative translation adjustment                                           (836,667)             (2,218,533)
                                                                         --------------          --------------
                                                                            122,577,625              95,262,983
   Less treasury stock, 188,500 shares, at cost                              (2,647,272)                      -
                                                                         --------------          --------------

            Total stockholders' equity                                      119,930,353              95,262,983
                                                                         --------------          --------------

                                                                         $  183,496,114          $  139,569,890
                                                                         ==============          ==============
</TABLE>

See notes to condensed consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<S>                                          <C>                   <C>                  <C>                  <C>   

                                           FOSSIL, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                     UNAUDITED


                                               For the 13            For the 13           For the 39          For the 39
                                                  Weeks                 Weeks                Weeks            1/2 Weeks
                                                  Ended                 Ended                Ended              Ended
                                               October 3,            October 4,           October 3,          October 4,
                                                 1998                   1997                  1998               1997
                                                 ----                   ----                  ----               ----

Net sales                                     $ 82,393,811         $ 61,012,584         $ 203,641,717       $ 165,393,762
Cost of sales                                   41,960,895           31,322,436           103,402,765          86,204,180
                                              ------------         ------------         -------------       -------------
   Gross profit                                 40,432,916           29,690,148           100,238,952          79,189,582

Operating expenses:
   Selling and distribution                     17,870,459           13,719,495            46,816,344          38,862,609
   General and administrative                    6,957,065            6,155,239            20,080,476          18,273,318
                                              ------------         ------------         -------------       -------------
            Total operating expenses            24,827,524           19,874,734            66,896,820          57,135,927
                                              ------------         ------------         -------------       -------------

Operating income                                15,605,392            9,815,414            33,342,132          22,053,655
Interest expense                                   (51,415)            (252,573)             (168,356)           (749,289)
Other income (expense) - net                       (98,284)            (259,753)             (139,143)           (822,751)
                                              ------------         ------------         -------------       -------------    
Income before income taxes                      15,455,693            9,303,088            33,034,633          20,481,615
Provision for income taxes                       6,400,000            3,793,000            13,609,000           8,363,000
                                              ------------         ------------         -------------       -------------
Net income                                    $  9,055,693         $  5,510,088         $  19,425,633       $  12,118,615
                                              ============         ============         =============       ============= 
Basic earnings per share                      $       0.43         $       0.27         $        0.94       $        0.60
                                              ============         ============         =============       =============
Diluted earnings per share                    $       0.41         $       0.26         $        0.90       $        0.58
                                              ============         ============         =============       =============
Weighted average shares    
outstanding:
   Basic                                        20,907,949           20,191,366            20,677,517          20,096,997
                                              ============         ============         =============       =============
   Diluted                                      21,850,971           21,046,844            21,697,520          20,721,110
                                              ============         ============         =============       =============

</TABLE>



See notes to condensed consolidated financial statements.


                                                   2





<PAGE>


<TABLE>
<CAPTION>
<S>                                                                           <C>               <C> 

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


                                                                             For the 39          For the 39 1/2
                                                                             Weeks Ended           Weeks Ended
                                                                              October 3,            October 4,
                                                                                 1998                  1997
                                                                                 ----                  ----
Operating activities:

   Net income                                                                 $ 19,425,633         $ 12,118,615
   Noncash item affecting net income:
       Minority interest in subsidiaries                                           690,264               35,644
       Depreciation and amortization                                             2,459,340            2,351,535
       Increase in allowance for doubtful accounts                               1,961,811               12,310
       Increase in allowance for returns -
          net of related inventory in transit                                    1,083,205              309,234
       Deferred income tax benefits                                               (943,073)            (651,359)
   Cash from changes in assets and liabilities:
       Accounts receivable                                                     (14,785,215)          (7,311,546)
       Inventories                                                             (22,283,410)          (8,630,565)
       Prepaid expenses and other current assets                                  (678,302)          (2,223,372)
       Accounts payable                                                         10,636,298            7,159,590
       Accrued expenses                                                          6,431,277           (2,740,607)
       Income taxes payable                                                      7,017,020            4,109,402
                                                                              ------------         ------------

               Net cash from operations                                         11,014,848            4,538,881

Investing activities:

   Net assets acquired in business combination/consolidation,
       net of cash received                                                              -           (1,315,703)
   Additions to property, plant and equipment                                   (3,624,250)          (6,300,014)
   (Increase) decrease in intangible and other assets                             (132,771)             308,960
                                                                              ------------         ------------

               Net cash used in investing activities                            (3,757,021)          (7,306,757)

Financing activities:
   Issuance of common stock                                                      6,507,143            2,286,182
   Repurchase of treasury stock                                                 (2,647,272)                   -
   Decrease in minority interests in subsidiaries                                 (389,576)            (498,784)
   (Repayments) increase in notes payable-banks                                 (4,045,995)           1,033,936
                                                                              ------------         ------------
               Net cash (used in) from financing activities                       (575,700)           2,821,334

Effect of exchange rate changes on cash and cash equivalents                       163,022             (293,666)
                                                                              ------------         ------------
Net increase (decrease) in cash and cash equivalents                             6,845,149             (240,208)

Cash and cash equivalents:
   Beginning of period                                                          21,103,581           11,981,246
                                                                              ------------         ------------
   End of period                                                              $ 27,948,730         $ 11,741,038
                                                                              ============         ============

</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 3,
1998 and the results of operations for the thirteen and thirty-nine week periods
ended  October 3, 1998,  respectively  and the  results  of  operations  for the
thirteen and  thirty-nine  and  one-half  week  periods  ended  October 4, 1997,
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 January 3, 1998.  Operating  results for the thirteen and thirty-nine week
periods ended October 3, 1998, 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  1997 year to date period ended October 4, 1997 contained
an  additional  one-half  week for the  transition  period.  This  change had an
immaterial impact on comparability.

On March 4, 1998, the Board of Directors of the Company declared a three-for-two
stock split of the Company's $0.01 par value common stock ("Common Stock") which
was  effected  in the  form  of a  stock  dividend  paid  on  April  8,  1998 to
stockholders of record on March 25, 1998.  Retroactive  effect has been given to
the stock split in stockholders' equity accounts beginning as of the fiscal year
ended January 3, 1998,  and in all share and per share data in the  accompanying
condensed consolidated financial statements.

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.

New Accounting  Standards.  Statement of Financial Accounting Standards ("SFAS")
No. 130,  "Reporting  Comprehensive  Income,"  became  effective as of the first
quarter  1998.  This  statement   requires   companies  to  report  and  display
comprehensive income and its components (revenues,  expenses, gains and losses).
Comprehensive income includes all changes in equity during a period except those
resulting from investments by owners and distributions to owners.  Comprehensive
income consists of the following:

<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>  

                                                              For the 13              For the 39
                                                              Weeks Ended             Weeks Ended
                                                            October 3, 1998         October 3, 1998

Net income, as reported                                       $ 9,055,693            $19,425,633
Current period change in foreign
    currency translation  adjustment                            1,637,815              1,381,866
                                                              -----------            -----------
Comprehensive income                                          $10,693,508            $20,807,499
                                                              ===========            ===========
</TABLE>

                                                       4


<PAGE>




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

2.       INVENTORIES

<TABLE>
<CAPTION>
<S>                                                        <C>                   <C> 

Inventories consist of the following:

                                                             October 3,            January 3,
                                                                1998                  1998
                                                                ----                  ----

     Components and parts                                   $  4,156,791         $  2,751,719
     Work-in-process                                           2,760,185            2,064,623
     Finished merchandise on hand                             54,727,783           35,707,813
     Merchandise at Company's stores                           6,594,464            5,484,479
     Merchandise in transit from estimated
       Customers' returns                                      6,366,974            5,373,526
                                                            ------------          -----------

                                                            $ 74,606,197         $ 51,382,160
                                                            ============         ============

</TABLE>


The Company periodically enters into forward contracts  principally to hedge the
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, are deferred
until the inventory is sold or the forward contract is completed.  At October 3,
1998,  the Company had hedge  contracts  to sell 35.1  million  German Marks for
approximately  $20.4 million,  expiring  through  December  1999,  317.4 million
Japanese Yen for approximately  $2.3 million,  expiring through January 1999 and
4.0 billion Italian Lira for approximately $2.4 million, expiring November 1998.


3        STOCKHOLDERS' EQUITY

On May 11, 1998, the Company completed a secondary  offering of 2,150,000 shares
of Common Stock (plus an additional  152,500  shares on June 9, 1998 pursuant to
an  underwriter's  over-allotment  allocation)  for an  aggregate  of  2,302,500
shares.  The  Company  sold  215,000  shares with the  remaining  shares sold by
selling  stockholders.  The  Offering  was  priced at $19.00 per share of Common
Stock.

On September 18, 1998, the Company's Board of Directors authorized management to
repurchase up to 500,000 shares of the Company's Common Stock in the open market
or privately  negotiated  transactions  (the "Repurchase  Program").  During the
third quarter 1998,  the Company  repurchased  188,500  shares of treasury stock
under the Repurchase Program at a cost of $2,647,272.


                                       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  week periods ended
October  3,  1998 (the  "Third  Quarter"  and "YTD  Period,"  respectively),  as
compared to the thirteen and thirty-nine and one-half week periods ended October
4, 1997 (the "Prior Year Quarter" and "Prior Year YTD Period").  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 Prior Year YTD Period contained an
additional  one-half  week  for  the  transition  period.  This  change  had  an
immaterial impact on the comparability of the periods. This discussion should be
read in conjunction with the Condensed Consolidated Financial Statements and the
related Notes attached hereto.

General

The Company is a leader in the design,  development,  marketing and distribution
of  contemporary,  high quality  fashion  watches and  accessories.  The Company
developed the FOSSIL  brand name to convey a  distinctive  fashion,  quality and
value  message  and a brand  image  reminiscent  of  "America in the 1950s" that
suggests a time of fun,  fashion and humor.  Since its  inception  in 1984,  the
Company  has grown  from its  original  flagship  FOSSIL  watch  product  into a
diversified  company offering an extensive line of fashion watches that includes
its  RELIC  and FSL  brands as  well as  complementary  lines  of small  leather
goods, belts,  handbags and sunglasses under certain of the Company's brands. In
addition to developing its own brands, the Company leverages its development and
production  expertise by designing and manufacturing  private label products for
some  of the  most  prestigious  companies  in  the  world,  including  national
retailers, entertainment companies and theme restaurants.

The Company has further  capitalized on the  increasing  awareness of the FOSSIL
brand by entering  into  various  license  agreements  for other  categories  of
fashion accessories and apparel,  such as outerwear,  under the FOSSIL brand. In
addition, the Company licenses the brands of other companies in order to further
leverage its infrastructure. For example, during 1997 the Company entered into a
multi-year  license  agreement  with  Giorgio  Armani  to  design,  manufacture,
distribute and market a line of EMPORIO ARMANI watches.

The Company's products are sold to department stores and specialty retail stores
in over 70 countries worldwide through  Company-owned foreign sales subsidiaries
and  through  a  network  of  approximately  50  independent  distributors.  The
Company's  foreign  operations  include a presence in Europe,  South and Central
America, the Caribbean,  Canada, the Far East, Australia and the Middle East. In
addition,  the Company's products are offered at Company-owned  retail locations
throughout  the United  States  and in  independently-owned,  authorized  FOSSIL
retail stores and kiosks in major airports in the United States, on cruise ships
and in certain international  markets. The Company's successful expansion of its
product  lines and  leveraging  of its  infrastructure  has  contributed  to its
increasing net sales and operating profits.


                                       6





<PAGE>




1998 Highlights

o    During  April  1998,  the  Company  effected a  three-for-two  stock  split
     effected in the form of a 50% stock dividend to  stockholders  of record at
     the close of business on March 25, 1998.
o    During  April 1998,  the Company  signed a five-year  agreement  with Eddie
     Bauer, Inc. appointing the Company as the exclusive supplier of Eddie Bauer
     brand watches.
o    During May 1998,  the Company  completed a secondary  offering of 2,150,000
     shares of its $0.01  par-value  common  stock (plus an  additional  152,500
     shares in June 1998 pursuant to an underwriter's over-allotment allocation)
     of which the Company sold 215,000  shares.  
o    During  September  1998,  the  Company's  Board  of  Directors   authorized
     management to repurchase up to 500,000 shares of the Company's Common Stock
     in the open market or privately  negotiated  transactions.  Through October
     1998, the Company had repurchased 188,500 shares of Common Stock.


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>
<S>                            <C>               <C>                <C>              <C>              <C>                <C>

                                                                                            Percentage of
                                      Percentage of                                           Net Sales
                                         Net Sales                                            ---------
                                        For the 13                                   For the         For the 39
                                           Weeks                                    39 Weeks          1/2 Weeks
                                           Ended                                      Ended             Ended
                              October 3,          October 4,       Percentage       October 3,        October 4,       Percentage
                                1998                1997              1997             1998             1997             Change
                                ----                ----              ----             ----             ----             ------

Net sales                      100.0%             100.0%             35.0%            100.0%           100.0%             23.1%
Costs of sales                  50.9               51.3              34.0              50.8             52.1              20.0
                               -----              -----                               -----            -----
Gross profit margin             49.1               48.7              36.2              49.2             47.9              26.6
Selling and distribution
   expenses                     21.7               22.5              30.3              22.9             23.5              20.5
General and administrative
   expenses                      8.4               10.1              13.0               9.9             11.1               9.9
                               -----              -----                               -----            -----
Operating income                19.0               16.1              59.0              16.4             13.3              51.2
Interest expense                (0.1)              (0.4)            (79.6)             (0.4)            (0.4)            (77.5)
Other income
 (expense)-net                  (0.1)              (0.5)            (62.2)             (0.1)            (0.5)            (83.1)
                               -----              -----                               -----            -----              
Income before income taxes      18.8               15.2              66.1              16.2             12.4              61.3
Income taxes                     7.8                6.2              68.7               6.7              5.1              62.7
                               -----              -----                               -----            -----              
1Net income                     11.0%               9.0%             64.4%              9.5%             7.3%             60.3%
                               =====              =====                               =====            =====
</TABLE>


<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>
<S>                   <C>          <C>             <C>            <C>         <C>            <C>            <C>            <C>


                               Amounts                  % of Total                  Amounts                   % of Total
                               -------                  ----------                  -------                   ----------
                         For the      For the      For the        For the      For the    For the 39     For the       For the 39
                        13 Weeks     13 Weeks     13 Weeks       13 Weeks     39 Weeks    1/2 Weeks      39 Weeks      1/2 Weeks
                          Ended       Ended        Ended          Ended        Ended        Ended         Ended          Ended
                        October 3,  October 4,   October 3,     October 4,   October 3,   October 4,    October 3,     October 4,
                          1998         1997         1998           1997         1998         1997          1998           1997
                          ----         ----         ----           ----         ----         ----          ----           ----     
International:
  Europe                $ 14.9       $ 10.3          18%            17%        $ 40.9        $ 30.7          20%            18%
  Other                    7.9          6.2          10             10           19.7          22.6          10             14
                        ------       ------         ---            ---         ------        ------         ---            ---     
     Total International  22.8         16.5          28             27           60.6          53.3          30             32
                        ------       ------         ---            ---         ------        ------         ---            ---

Domestic:
   Watch products         39.2         26.9          47             44           90.7          66.9          44             40
   Other products         13.1         12.1          16             20           35.9          32.6          18             20
                        ------       ------         ---            ---         ------         -----       -----            ---
      Total               52.3         39.0          63             64          126.6          99.5          62             60
    Stores                 7.3          5.5           9              9           16.4          12.6           8              8
                        ------       ------         ---            ---         ------         -----       -----            ---
      Total Domestic      59.6         44.5          72             73          143.0         112.1          70             68
                        ------       ------         ---            ---         ------         -----       -----            ---
Total Net Sales         $ 82.4       $ 61.0         100%           100%        $203.6        $165.4         100%           100%
                        ======       ======         ===            ===         ======        ======         ===            ===

</TABLE>


The Company reached record level net sales of $82.4 million in the Third Quarter
representing an increase of $21.4 million (35%) over the Prior Year Quarter.  On
a  year-to-date  basis,  net sales  climbed to $203.6  million  representing  an
increase of $38.2 million (23%) over the Prior Year YTD Period.  Exclusive of an
international non-branded premium watch sale of $6 million in the second quarter
of 1997,  the YTD Period  increase in sales would have  exceeded  27%.  The main
catalyst  to  the  Company's  top  line  growth  this  past  quarter  and  on  a
year-to-date  basis has been the sales volume growth in FOSSIL branded  watches.
Domestically alone, the increase in this category accounted for nearly one-third
of the top line growth for the quarter.  Also significantly  adding to the third
quarter top line growth,  were sales volume  increases in the private label area
which  designs and produces  products for third party  companies.  The continued
roll-out  of  Emporio   Armani   licensed  line  of  watches  also  grew  nicely
internationally  adding $6.8 million of sales volume overall for the quarter and
bringing  year-to-date  sales  of the line to over $15  million.  The  Company's
leather and sunglass  accessory lines also recorded  double-digit  growth during
the quarter and year-to-date.  Management anticipates that sales volume over the
balance of the year will increase  approximately  20% over the comparable period
in 1997. In addition,  management believes that the areas of highest growth over
the past  several  fiscal  quarters  will  continue to  represent  the  greatest
opportunities for continued growth during the Company's fourth quarter.

Gross Profit.  Gross profit margins were slightly higher in the Third Quarter as
compared to the Prior Year  Quarter  due to the  positive  influence  of Emporio
Armani watch sales and the impact of the stronger  dollar on the purchase  costs
of certain watch  components.  Gross profit margins for the YTD Period  exceeded
the prior year comparable  period  primarily as a result of the low gross profit
margin  realized on the sale of the  non-branded  premium  watches in the second
quarter of 1997. Management believes that the Company's gross profit margin over
the balance of the year will be in the 48% - 50% range.

Operating  expenses.   Selling,   general  and  administrative  expenses,  as  a
percentage  of net sales,  for the Third Quarter and the YTD Period were down in
comparison to the  comparable  periods in the prior year as the Company was able
to leverage its  operating  costs  against  sales volume  increases.  Management
believes that during the Company's 1998 fourth quarter, operating expenses, as a
percentage  of net sales,  will compare  favorably to the prior year  comparable
quarter as the Company  should be able to continue  to leverage  down  operating
expenses.

                                       8

<PAGE>

Other income (expense) - net. Other income (expense)  compared  favorably in the
1998 periods when  compared to their  respective  1997  periods.  The  favorable
comparison  was mainly due to  increased  interest  income  and a  reduction  in
minority  interest  expenses  resulting from the Company's  purchase of minority
interests in both an assembly facility and its Italy-based operations last year.

Year 2000  Readiness  Disclosue.  Computer  programs that were written using two
digits  rather than four digits to define the  applicable  year may  recognize a
date  using "00" as the year 1900  rather  than the year  2000.  This  result is
commonly  referred to as the "Year 2000"  problem.  The Year 2000 problem  could
result in information system failures or miscalculations. Beginning in 1997, the
Company  initiated a program to evaluate  whether  internally  developed  and/or
purchased  computer  software that utilize  embedded date codes could experience
operational  problems  when the year 2000 is  reached.  The scope of this effort
addressed  internal computer systems and supplier  capabilities.  The Company is
completing an extensive  review of its  businesses  to determine  whether or not
purchased and internally developed computer programs are Year 2000 compliant, as
well as the  remedial  action and related  costs  associated  with any  required
modifications  or  replacements.  A significant  amount of information  has been
collected and analyzed as part of this review;  however, the process will not be
completed  until the end of 1998. The Company plans to complete all  remediation
efforts  for its  critical  systems  prior  to the  year  2000.  Based  upon its
evaluation to date,  management  currently believes that, while the Company will
incur internal and external  costs to address the Year 2000 problem,  such costs
will not have a  material  impact on the  operations,  cash  flows or  financial
condition of the Company in future years.

Liquidity and Capital Resources.

Historically the Company has not incurred  substantial cash requirements  during
the first  several  months  of its  fiscal  year but has  increased  cash  needs
starting in the second quarter,  typically  reaching its peak borrowing needs in
the September - November time frame.  The  additional  cash needs have generally
been to finance  the  accumulation  of  inventory  and the  build-up in accounts
receivable.   During  1997  and  the  YTD  Period  of  1998,   the  Company  has
significantly  increased its cash flow from operations  leaving the Company with
approximately  $28  million in cash as of October 3, 1998 in  comparison  to $12
million  at the same point in the prior  year.  In  addition,  the  Company  had
working  capital of $94 million and  borrowings  of only $4 million  against its
combined  $43 million  bank credit  facilities.  The  Company  also  completed a
secondary  offering of its common  stock  during May 1998 from which the Company
received   approximately  $3.6  million  in  cash  for  working  capital  needs.
Management  believes  that cash on hand will allow the Company to  significantly
reduce its financing  needs during 1998 and combined with the credit  facilities
available  to the Company  will be  sufficient  to satisfy  its working  capital
expenditure requirements for at least the next eighteen 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>




                           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.

                                       11
  




<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 16, 1998         /s/ Randy S. Kercho
                                -------------------
                                Randy S. Kercho
                                Executive Vice President and Chief Financial
                                Officer
                                (Principal financial and accounting officer duly
                                authorized to sign on behalf of Registrant)





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     Financial Data Schedule for Fossil, Inc.  Part I Item.  Financial state-
     ments of Fossil, Inc. and Subsidiaries as of and for the Thirty-Nine Weeks
     ended October 3, 1998, filed on Form 10Q, and is qualified in its entirety
     by reference to such Financial Statements.
</LEGEND>
<CIK>                         0000883569
<NAME>                        Fossil, Inc.
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               JAN-02-1999
<PERIOD-START>                  JUL-04-1998
<PERIOD-END>                    OCT-03-1998
<EXCHANGE-RATE>                 1
<CASH>                          27,948,730
<SECURITIES>                    0
<RECEIVABLES>                   51,698,740
<ALLOWANCES>                    6,661,642
<INVENTORY>                     74,606,197
<CURRENT-ASSETS>                156,149,431
<PP&E>                          35,297,619
<DEPRECIATION>                  12,706,704
<TOTAL-ASSETS>                  183,496,114
<CURRENT-LIABILITIES>           62,014,668
<BONDS>                         0
           0
                     0
<COMMON>                        209,321
<OTHER-SE>                      119,721,032
<TOTAL-LIABILITY-AND-EQUITY>    183,496,114
<SALES>                         203,641,717
<TOTAL-REVENUES>                203,641,717
<CGS>                           103,402,765
<TOTAL-COSTS>                   170,299,585
<OTHER-EXPENSES>                0
<LOSS-PROVISION>                1,961,811
<INTEREST-EXPENSE>              168,356
<INCOME-PRETAX>                 33,034,633
<INCOME-TAX>                    13,609,000
<INCOME-CONTINUING>             0
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    19,425,633
<EPS-PRIMARY>                   0.94
<EPS-DILUTED>                   0.90
        



</TABLE>


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