FOSSIL INC
10-Q, 1999-05-18
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: April 3, 1999

                                       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 May 17,
1999: 20,969,013.

<PAGE>





                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          FOSSIL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
                               April 3, January 2,
<TABLE>
<CAPTION>
                                                                               1999                   1999
                                                                               ----                   ----
                                                                           (Unaudited)
<S>                                                                          <C>                    <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                 $ 68,789               $ 57,263
   Accounts receivable - net                                                   41,118                 42,582
   Inventories                                                                 57,109                 57,295
   Deferred income tax benefits                                                 5,914                  5,655
   Prepaid expenses and other current assets                                    4,973                  3,538
                                                                                -----                  -----

          Total current assets                                                177,903                166,333

Property, plant and equipment - net                                            23,816                 23,117
Intangible and other assets - net                                               4,700                  4,628
                                                                                -----                  -----

                                                                            $ 206,419              $ 194,078
                                                                            =========              =========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
   Notes payable                                                              $ 4,276                 $4,537
   Accounts payable                                                            11,578                 14,512
   Accrued expenses:
       Co-op advertising                                                       11,964                 13,311
       Compensation                                                             2,945                  3,246
       Other                                                                   10,057                 11,201
   Income taxes payable                                                        17,087                 10,487
                                                                               ------                 ------

            Total current liabilities                                          57,907                 57,294

Minority interest in subsidiaries                                               1,648                  1,864
Stockholders' equity:
   Common stock, shares issued and outstanding,
       20,977,798 and 20,932,091, respectively                                    210                    209
   Additional paid-in capital                                                  35,103                 34,345
   Retained earnings                                                          112,813                102,859
   Accumulated other comprehensive income                                      (1,262)                (1,037)
   Treasury stock at cost, none and 103,679 shares,
     respectively                                                                   -                 (1,456)
                                                                              -------                 -------

            Total stockholders' equity                                        146,864                134,920
                                                                              -------                -------

                                                                            $ 206,419              $ 194,078
                                                                            =========              =========
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>






                          FOSSIL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                    UNAUDITED
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                         For the 13         For the 13
                                                        Weeks Ended         Weeks Ended
                                                          April 3,           April 4,
                                                            1999               1998
                                                            ----               ----
<S>                                                      <C>                  <C>
Net sales                                                $ 83,277             $ 56,885
Cost of sales                                              40,605               28,984
                                                           ------               ------
   Gross profit                                            42,672               27,901

Operating expenses:
   Selling and distribution                                17,899               14,817
   General and administrative                               6,896                5,233
                                                            -----                -----
            Total operating expenses                       24,795               20,051
                                                           ------               ------

Operating income                                           17,877                7,850
Interest expense                                              (25)                 (57)
Other income (expense) - net                                (141)                   89
                                                            -----                   --
Income before income taxes                                 17,711                7,882
Provision for income taxes                                  7,280                3,216
                                                            -----                -----
   Net income                                             $10,431               $4,666
                                                          -------               ------
   Other comprehensive income:
       Currency translation adjustment                       (207)                (319)
       Unrealized loss on  short term investments             (18)                  -
                                                             ----                -----           -
   Comprehensive income                                   $10,206               $4,347
                                                          =======               ======

   Basic earnings per share                               $  0.50              $  0.23
                                                          =======              =======
   Diluted earnings per share                             $  0.47              $  0.22
                                                          =======              =======

Weighted average common and common 
   equivalent shares outstanding:
   Basic                                                   20,941               20,386
                                                           ======               ======
   Diluted                                                 22,055               21,440
                                                           ======               ======
</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>


                          FOSSIL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                             For the 13 Weeks   For the 13 Weeks
                                                                                  Ended               Ended
                                                                                 April 3,           April 4,
                                                                                   1999               1998
                                                                             -----------------  ----------------
<S>                                                                              <C>                 <C>
Operating activities:
   Net income                                                                    $ 10,431            $ 4,666
   Noncash items affecting net income:
       Minority interest in subsidiaries                                              257                (21)
       Depreciation and amortization                                                1,417                794
       Increase in allowance for doubtful accounts                                    311              1,025
       Increase (decrease) in allowance for returns -
          net of related inventory in transit                                         304               (158)
       Deferred income tax benefits                                                  (339)              (101)
   Changes in assets and liabilities:
       Accounts receivable                                                          1,311              5,361
       Inventories                                                                   (269)            (2,850)
       Prepaid expenses and other current assets                                   (1,453)               156
       Accounts payable                                                            (2,924)               951
       Accrued expenses                                                            (2,792)            (4,286)
       Income taxes payable                                                         6,985              2,490
                                                                                    -----              -----

               Net cash from operations                                            13,239              8,027

Investing activities:
   Additions to property, plant and equipment                                      (1,806)             (479)
   Increase in intangible and other assets                                           (310)              (51)
                                                                                    -----               ----

               Net cash used in investing activities                               (2,116)             (530)

Financing activities:
   Issuance of common stock                                                           374             1,188
   Treasury stock issued for options exercised                                        981                 -
   Distribution of minority interest earnings                                        (473)             (254)
   Repayments of notes payable-banks                                                 (261)           (4,053)
                                                                                     -----           -------

               Net cash from (used in) financing activities                           621            (3,119)

Effect of exchange rate changes on cash and cash equivalents                         (218)              (79)
                                                                                    -----               ----
Net increase in cash and cash equivalents                                          11,526             4,299

Cash and cash equivalents:
   Beginning of period                                                             57,263            21,104
                                                                                   ------            ------

   End of period                                                                 $ 68,789          $ 25,403
                                                                                 ========           ========
</TABLE>

See notes to condensed consolidated financial statements.


<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 April 3,
1999, and the results of operations for the thirteen-week periods ended April 3,
1999, and April 4, 1998. 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 2, 1999.  Operating  results for the  thirteen-week  period ended
April 3, 1999, are not necessarily  indicative of the results to be achieved for
the full year.

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.

Reclassifications.  Reclassifications  of certain 1998 amounts have been made to
conform to the 1999 presentation.






<PAGE>



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

2.       INVENTORIES
<TABLE>
<CAPTION>
         Inventories consist of the following:
                                                                        April 3,       January 2,
                (In thousands)                                             1999            1999
                                                                           ----            ----
                <S>                                                       <C>             <C>

                Components and parts                                      $3,977          $3,402
                Work-in-process                                            2,162           1,445
                Finished merchandise on hand                              37,618          40,344
                Merchandise at Company stores                              6,681           5,340
                Merchandise in-transit from estimated
                  customer returns                                         6,671           6,764
                                                                           -----           -----

                                                                         $57,109         $57,295
</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 April 3,
1999,  the Company had hedge  contracts  to sell 18.6  million  German Marks for
approximately  $10.8 million,  expiring  through  December 1999 and 66.2 million
Japanese Yen for approximately $0.5 million, expiring through April 1999.


3.       GEOGRAPHIC INFORMATION
<TABLE>
<CAPTION>
           (In thousands)
           April 3, 1999                                    Operating
                                             Net Sales        Income
           <S>                                <C>              <C>

           U.S.-exclusive of
              Company Stores                  $ 58,888         $ 8,790
           Stores                                4,789            (597)
           Europe                               19,215           4,280
           Far East                             33,471           5,834
           Japan                                 1,942            (430)
           Intergeographic items               (35,028)              -
                                               -------         -------

           Consolidated                        $83,277         $17,877
                                               =======         =======


           April 4, 1998                                    Operating
                                             Net Sales        Income
           U.S.-exclusive of
              Company Stores                  $ 40,636          $4,210
           Stores                                3,608            (490)
           Europe                               12,190           1,365
           Far East                             21,521           3,103
           Japan                                 1,823            (338)
           Intergeographic items               (22,893)              -
                                              --------          ------
                                                                
           Consolidated                        $56,885          $7,850
                                               =======          ======
</TABLE>


4.       EARNINGS PER SHARE

The following  table  reconciles  the numerators  and  denominators  used in the
computations of both basic and diluted EPS:
<TABLE>
<CAPTION>
        (In thousands, except per share data)                      April 3, 1999   April 4, 1998
                                                                           -----           -----
        <S>                                                            <C>              <C>

        Basic EPS computation:
          Numerator:
             Net income                                                $10,431          $ 4,666
                                                                       -------          -------
          Denominator:
             Weighted average common
                shares outstanding                                      21,001           20,386
             Treasury stock                                                (60)               -
                                                                          ----              ---
                                                                        20,941           20,386
                                                                        ------           ------

        Basic EPS                                                       $ 0.50           $ 0.23
                                                                        ======           ======

        Diluted EPS computation:
          Numerator:
             Net income                                                $10,431          $ 4,666
                                                                       -------          -------
          Denominator:
             Weighted average common
                shares outstanding                                      21,001           20,386
             Stock option conversion                                     1,114            1,054
             Treasury stock                                                (60)               -
                                                                          ----             ---- 
                                                                        22,055           21,440
                                                                        ------           ------

        Diluted EPS                                                     $ 0.47           $ 0.22
                                                                        ======           ======
</TABLE>





<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-week  period ended April 3, 1999 (the
"First Quarter"),  as compared to the  thirteen-week  period ended April 4, 1998
(the "Prior Year Quarter").  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 FSL and RELIC 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 optical frames and underwear under the
FOSSIL brand. In addition,  the Company  licenses the brands of other companies,
including the EMPORIO ARMANI brand, to further leverage its infrastructure.

The Company's products are sold to department stores and specialty retail stores
in over 80 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 Asia, Australia,  Canada, the
Caribbean,  Europe,  Central and South America 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  located in several  major  airports,  on cruise ships and in certain
international  markets.  The Company's successful expansion of its product lines
worldwide  and  leveraging  of  its  infrastructure   have  contributed  to  its
increasing net sales and operating profits.

First Quarter & Company Highlights
- ----------------------------------

 o   FOSSIL Blue watches  continue to be the Company's best selling FOSSIL brand
     watch line.
 o   A line of stainless steel watches, FOSSIL Steel,  chronograph look watches,
     BLUE TEQ, and women's dress bracelet watches, F2, combined with FOSSIL Blue
     continue to represent the Company's core watch assortment.
 o   FOSSIL  Big Tic, a  revolutionary  part  analog,  part  digital  watch that
     highlights  the seconds on a backlite  digital  display was introduced on a
     test basis in late  1998.  The style was  extremely  well  received  in the
     marketplace  and represented the Company's fifth best selling watch line in
     volume during the First Quarter.
 o  FOSSIL brand handbag sales recorded  double-digit  sales growth in 1998 and
     have continued that sales trend during the First Quarter.


<PAGE>


 o   FOSSIL brand  sunglasses  continued to gain market share as a result of the
     consumer  preference  for quality brand name items at more  moderate  price
     levels  both of which  align  nicely with the  Company's  sunglass  program
     initiatives.
 o  RELIC, the Company-owned  brand sold in leading national and regional chain
     department  stores and  specialty  stores,  recorded  sales  volume  growth
     exceeding 50% during the First  Quarter.  As a result of  increasing  RELIC
     brand  recognition,  the  Company  at the  request of  retailers  began the
     extension of the RELIC brand into leather products during late 1998.
 o   Sales momentum  continued in Europe,  which recorded net sales increases of
     over 50% for the First Quarter in comparison to the same period in 1998.
 o   The Company operated 29 outlet and 11 retail stores at the end of the First
     Quarter  as  compared  to 27 outlet  and 7 retail  stores at the end of the
     Prior Year Quarter.
 o  The Company holds a worldwide  licensing  agreement with Giorgio Armani for
     the rights to design,  produce and market a line of EMPORIO ARMANI watches.
     Net sales volume for this line of watches during the First Quarter amounted
     to $6.7  million  in  comparison  to $3.1  million  during  the Prior  Year
     Quarter.
 o   The Company  entered into a licensing  agreement  with Safilo USA, Inc. and
     Safilo B.V.  ("Safilo")  to design,  manufacture  and market  FOSSIL  brand
     optical frames in the United States, Canada and Italy as well as sunglasses
     in Italy.  The initial  launch of the products is  anticipated  during fall
     1999.

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 Change
                                      Net Sales
                                      For the 13        For the 13 Weeks
                                      Weeks Ended             Ended
                                 April 3,    April 4,        April 3,
                                   1999        1998            1999
                                   ----        ----            ----
<S>                                <C>         <C>             <C>
Net sales                          100.0%      100.0%           46.4%
Cost of sales                       48.8        51.0            40.1
                                   -----       -----
Gross profit margin                 51.2        49.0            52.9
Selling and distribution
  expenses                          21.5        26.0            20.8
General and administrative
  expenses                           8.3         9.2            31.8
                                     ---         ---
Operating income                    21.4        13.8           127.7
Interest expense                    (0.0)       (0.1)          (55.4)
Other income
  (expense)- net                    (0.2)        0.2           258.3
                                    -----        ---
Income before income taxes          21.2        13.9           124.7
Income taxes                         8.7         5.7           126.4
                                     ---         ---
Net income                          12.5%       8.2%           123.6%
                                    =====       ====           ======         
</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>
                                      Amounts                       % of Total
                              For the 13 Weeks Ended          For the 13 Weeks Ended
                             April 3,       April 4,         April 3,        April 4,
<S>                          <C>             <C>                <C>              <C> 
                               1999            1998            1999             1998
International:
  Europe                     $ 19.3          $ 12.2              23               21
  Other                         8.0             5.6              10               10
                                ---             ---              --               --
     Total International       27.3            17.8              33               31
                               ----            ----              --               --


Domestic:
   Watch products              36.3            23.3              43               41
   Other products              14.9            12.2              18               22
                               ----            ----              --               --
      Total                    51.2            35.5              61               63
    Stores                      4.8             3.6               6                6
                                ---             ---              --               --
      Total Domestic           56.0            39.1              67               69
                               ----            ----              --               --
Total Net Sales              $ 83.3          $ 56.9             100%             100%
                             ======          ======             ===              ===
</TABLE>


Worldwide  sales volume of FOSSIL branded watches has continued to represent the
single  largest  factor in the  Company's  sales  growth.  Strong  sales  volume
increases in FOSSIL brand  watches were  principally  a result of (a)  increased
sales from the Company's core FOSSIL brand watch  assortments (b) sales from the
newly  introduced  Big Tic line of watches  and (c) from  certain  refilling  of
retailers'  watch  inventories  after a very  successful  1998  holiday  selling
season.  Fueling top line sales growth during the First Quarter was double-digit
sales growth in the Company's other accessory  product lines and sales increases
in certain  private label and licensing  watch lines.  During the Company's 1999
second quarter the Company will record an international-based  sale amounting to
approximately  $7 million of  non-branded  watches used as a premium  incentive.
This sale will inflate the percentage sales increase over the comparable  period
in 1998, but management  believes the sales increases will average closer to 20%
during the later half of 1999 as the  Company  anniversaries  significant  sales
increases achieved during the comparable period of 1998.

Gross Profit.  Gross profit margins increased from 49% in the Prior Year Quarter
to 51% in the First Quarter. The increase is partially due to the positive gross
margin influence  stemming from an increase in the Company's First Quarter sales
mix of FOSSIL brand watches and sunglasses and European-based sales. These sales
categories  generally  result in higher gross profit  margins than the Company's
consolidated  average. In addition,  gross profit margins were elevated based on
higher production levels in the Company's  foreign-based assembly facilities due
to the significant increase in watch production as compared to historical levels
during the Company's  first quarter of each year.  Management  believes that the
Company's gross profit margins for the remainder of 1999 will  approximate  1998
levels  with  the  exception  of the  Company's  second  quarter  which  will be
negatively impacted by an  international-based  sale of non-branded watches used
as a premium  incentive,  similar to the sale the Company recorded in the second
quarter of 1997.

Operating  Expenses.  The  aggregate  increases in operating  expenses  were due
primarily to costs necessary to support increased sales volumes.  Total selling,
general and  administrative  expenses  as a  percentage  of net sales  decreased
significantly  in  the  First  Quarter  compared  to  the  Prior  Year  Quarter.
Leveraging  expenses against higher sales volumes positively  impacted operating
expense  ratios.  Management  believes  the  operating  expense  ratio  for  the
remainder of 1999 will only marginally  improve over comparable 1998 levels with
the exception of the Company's  second quarter which could show higher  leverage
due principally to the $7 million premium incentive sale discussed above.

Other  Income  (Expense).  Other  income  (expense)  decreased  during the First
Quarter as compared to the Prior Year Quarter. The decrease was primarily due to
(a) the minority interests share of increased profits generated in the Company's
assembly facilities during the First Quarter in comparison to a year ago and (b)
foreign currency losses stemming from a stronger Japanese Yen in relation to the
U.S.  dollar than the year prior.  This increase in other expenses was partially
offset by higher interest income generated on increased cash holdings.

Year 2000 Compliance
- --------------------

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 programs 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 has significantly completed an extensive
review of its  businesses to determine  whether or not purchased and  internally
developed  computer  programs are Year 2000 compliant,  as well as determine the
extent of any remedial action and associated costs.  Management  believes it has
substantially  completed the review of the Company's  internal  computer systems
and  substantially  either made  modifications  or  purchased  new  hardware and
software to make the Company's internal computer systems Year 2000 compliant. In
addition, the Company has significantly  completed the testing phase of its main
frame computer systems and applications and while no absolute  assurances can be
provided,  management  believes  these  systems and  applications  will function
properly in handling  Year 2000  related date  calculations.  The Company is now
involved in  finalizing  the review and testing  phase of its internal  computer
networks and applicable  non-computer  related areas to determine its ability to
handle Year 2000 related date calculations. Based on the Company's evaluation to
date, management believes that the Company will incur approximately $2.4 million
in internal  and  external  costs to address the Year 2000 problem of which $2.2
million has been expended as of the end of the First Quarter.  The Company plans
to complete all remediation efforts for its critical systems prior to Year 2000.
The  financial  impact  of  the  Year  2000  reviews,  modifications,   testing,
replacements  or related  purchases are not expected to have a material  adverse
effect on the Company's business or its consolidated financial position, results
of operations or cash flows.  The Company is also  contacting  its key suppliers
and customers to determine their Year 2000 readiness in order to ensure a steady
flow of goods and  services  to the  Company  and  continuity  with  respect  to
customer  service.  The  Company  has  no  information  that  indicates  that  a
significant  vendor  may be unable to sell to the  Company;  that a  significant
customer  may be unable to  purchase  from the  Company;  or that a  significant
service provider may be unable to provide  services to the Company.  The Company
is  formulating  a  contingency  plan in the  event  of  failure  of  production
operations,  the inability of major  suppliers to fulfill their  commitments and
the  inability of major  customers  to submit  orders and receive  product.  The
Company  expects to have the majority of its  contingency  plans  formalized  by
September 1999.  Notwithstanding the above, the effect, if any, on the Company's
future results of operations, due to the Company's major suppliers and customers
not  being  Year 2000  compliant,  cannot be  reasonably  estimated.  Management
believes that this latter risk is mitigated somewhat by the Company's broad base
of customers and suppliers and the worldwide nature of its operations.

Liquidity and Capital Resources
- -------------------------------

The  Company's  general  business  operations  historically  have  not  required
substantial  cash needs  during  the first  several  months of its fiscal  year.
Generally  starting  in the second  quarter  the  Company's  cash needs begin to
increase,  typically reaching its peak 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 the First Quarter the
Company continued to increase it's cash holdings to $69 million in comparison to
$57 million and $25 million as of the end of the  Company's  1998 year and Prior
Year  Quarter,  respectively.  In addition,  at the end of the first quarter the
Company had working  capital of $120 million and  borrowings  of only $4 million
against its  combined $43 million bank credit  facilities.  Management  believes
that cash flow  from  operations  combined  with  existing  cash on hand will be
sufficient  to satisfy its working  capital  expenditures  for at least the next
eighteen months.

Forward-Looking Statements
- --------------------------

Included  within  management's  discussion of the Company's  operating  results,
"forward-looking  statements"  were  made  within  the  meaning  of the  Private
Securities  Litigation  Reform Act of 1995 regarding  expectations for 1999. The
actual   results  may  differ   materially   from  those   expressed   by  these
forward-looking  statements.  Significant factors that could cause the Company's
1999  operating  results  to  differ   materially  from   management's   current
expectations  include,  among  other  items,  significant  changes  in  consumer
spending  patterns or preferences,  competition in the Company's  product areas,
international  in comparison to domestic sales mix,  changes in foreign currency
valuations in relation to the United  States  Dollar,  principally  the European
Union's Euro and Japanese Yen, an inability of  management to control  operating
expenses in relation to net sales without  damaging the  long-term  direction of
the Company and the risks and  uncertainties  set forth in the Company's current
report on Form 8-K dated March 30, 1999.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a  multinational  enterprise,  the  Company  is exposed to changes in foreign
currency  exchange  rates.  The Company employs a variety of practices to manage
this market risk,  including its operating and financing  activities  and, where
deemed  appropriate,  the  use  of  derivative  financial  instruments.  Forward
contracts have been utilized by the Company to mitigate  foreign  currency risk.
The Company's most  significant  foreign  currency risk relates to the Euro. The
Company uses derivative financial  instruments only for risk management purposes
and does not use them for speculation or for trading.  There were no significant
changes in how the Company  managed  foreign  currency  transactional  exposures
during the First Quarter and  management  does not  anticipate  any  significant
changes  in such  exposures  or in the  strategies  it  employs  to manage  such
exposures in the near future.

                           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

                    The following report on Form 8-K was filed during the period
                    covered by this Report:

                    Current Report on Form 8-K filed on March 31, 1997 regarding
                    "Item 5. Other  Events"  identifying  certain  risk  factors
                    associated with the Company's securities.



<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: May 17, 1999                      /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)


<PAGE>





                                  EXHIBIT INDEX

Exhibit
Number                              Document Description
- -------                             --------------------

27                                  Financial Data Schedule


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<MULTIPLIER>                    1,000
<CURRENCY>                      U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>              JAN-01-2000
<PERIOD-START>                 JAN-03-1999
<PERIOD-END>                   APR-03-1999
<EXCHANGE-RATE>                 1
<CASH>                          68,789
<SECURITIES>                    0
<RECEIVABLES>                   48,342
<ALLOWANCES>                    7,224
<INVENTORY>                     57,109
<CURRENT-ASSETS>                177,903
<PP&E>                          38,551
<DEPRECIATION>                  14,735
<TOTAL-ASSETS>                  206,419
<CURRENT-LIABILITIES>           57,907
<BONDS>                         0
           0
                     0
<COMMON>                        210
<OTHER-SE>                      146,654
<TOTAL-LIABILITY-AND-EQUITY>    206,419
<SALES>                         83,277
<TOTAL-REVENUES>                83,277
<CGS>                           40,605
<TOTAL-COSTS>                   65,400
<OTHER-EXPENSES>                0
<LOSS-PROVISION>                311
<INTEREST-EXPENSE>              25
<INCOME-PRETAX>                 17,711
<INCOME-TAX>                    7,280
<INCOME-CONTINUING>             0
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    10,431
<EPS-PRIMARY>                   0.50
<EPS-DILUTED>                   0.47
        

</TABLE>


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