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 June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____ .
Commission File Number 0-1349
Enesco Group, Inc.
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-1864170
- ------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
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(Address of principal executive offices) (Zip Code)
413-562-3631
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(Registrant's telephone number, including area code)
N/A
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(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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 [ ]
June 30,
1998 1997
---- ----
Shares Outstanding:
Common Stock with 16,088,446 17,458,993
Associated Rights
Total number of pages
contained herein 35
Index to Exhibits is
on page 25
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
ENESCO GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, 1998 and DECEMBER 31, 1997
(Unaudited)
(In Thousands)
June 30 December 31,
1998 1997
---- ----
ASSETS
CURRENT ASSETS:
Cash and certificates of deposit $ 21,012 $ 35,724
Accounts receivable, net 132,904 101,731
Inventories 86,086 107,752
Prepaid expenses 3,394 2,482
-------- --------
Total current assets 243,396 247,689
-------- --------
PROPERTY, PLANT AND EQUIPMENT, at cost 83,876 82,414
Less - Accumulated depreciation and
amortization 49,117 46,836
-------- --------
34,759 35,578
-------- --------
OTHER ASSETS:
Goodwill and other intangibles, net 87,883 89,596
Other 29,312 27,539
-------- --------
117,195 117,135
-------- --------
$395,350 $400,402
======== ========
The accompanying notes are an integral part of these condensed financial
statements.
ENESCO GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, 1998 and DECEMBER 31, 1997
(Unaudited)
(In Thousands)
June 30, December 31,
1998 1997
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes and loans payable $ 41,616 $ 8,388
Accounts payable 38,125 43,576
Federal, state and foreign taxes
on income 34,658 42,158
Accrued expenses--
Payroll and commissions 13,546 13,576
Royalties 9,449 6,767
Vacation, sick and postretirement benefits 4,870 4,853
Pensions and profit sharing 3,482 6,128
Other 24,768 24,958
-------- --------
Total current liabilities 170,514 150,404
-------- --------
LONG-TERM LIABILITIES:
Postretirement benefits 21,715 21,084
-------- --------
Total long-term liabilities 21,715 21,084
-------- --------
SHAREHOLDERS' EQUITY:
Common stock 3,154 3,154
Capital in excess of par value 48,258 46,858
Retained earnings 361,958 355,806
Accumulated other comprehensive income ( 1,892) ( 1,519)
-------- --------
411,478 404,299
Less - Shares held in treasury, at cost 208,357 175,385
-------- --------
Total shareholders' equity 203,121 228,914
-------- --------
$395,350 $400,402
======== ========
The accompanying notes are an integral part of these condensed financial
statements.
ENESCO GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED JUNE 30, 1998 and 1997 (Unaudited)
(In thousands, except per share amounts)
1998 1997
---- ----
NET SALES $137,169 $137,002
COST OF SALES 72,207 73,203
-------- --------
GROSS PROFIT 64,962 63,799
SELLING, DISTRIBUTION, GENERAL
AND ADMINISTRATIVE EXPENSES 42,920 43,901
-------- --------
OPERATING PROFIT 22,042 19,898
Interest expense ( 846) ( 1,804)
Other expense, net ( 558) ( 667)
-------- --------
INCOME BEFORE INCOME TAXES
FROM CONTINUING OPERATIONS 20,638 17,427
Income taxes 8,874 7,668
-------- --------
INCOME OF CONTINUING OPERATIONS, NET OF TAXES 11,764 9,759
INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES - 1,810
NET LOSS ON SALE OF DIRECT RESPONSE - -
-------- --------
NET INCOME (LOSS) $ 11,764 $ 11,569
======== ========
EARNINGS (LOSS) PER COMMON SHARE,
BASIC:
CONTINUING OPERATIONS $ .72 $ .55
DISCONTINUED OPERATIONS - .10
SALE OF DIRECT RESPONSE - -
----- -----
TOTAL $ .72 $ .65
===== =====
DILUTED:
CONTINUING OPERATIONS $ .72 $ .55
DISCONTINUED OPERATIONS - .10
SALE OF DIRECT RESPONSE - -
----- -----
TOTAL $ .72 $ .65
===== =====
The accompanying notes are an integral part of these condensed financial
statements.
ENESCO GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 and 1997 (Unaudited)
(In thousands, except per share amounts)
1998 1997
---- ----
NET SALES $245,389 $239,062
COST OF SALES 129,659 125,836
-------- --------
GROSS PROFIT 115,730 113,226
SELLING, DISTRIBUTION, GENERAL
AND ADMINISTRATIVE EXPENSES 86,237 87,126
-------- --------
OPERATING PROFIT 29,493 26,100
Interest expense ( 1,602) ( 3,690)
Other expense, net ( 1,102) ( 1,066)
-------- --------
INCOME BEFORE INCOME TAXES
FROM CONTINUING OPERATIONS 26,789 21,344
Income taxes 11,519 9,392
-------- --------
INCOME OF CONTINUING OPERATIONS, NET OF TAXES 15,270 11,952
INCOME OF DISCONTINUED OPERATIONS, NET OF TAXES - 2,858
NET LOSS ON SALE OF DIRECT RESPONSE - ( 35,000)
-------- --------
NET INCOME (LOSS) 15,270 ( 20,190)
RETAINED EARNINGS, beginning of period 355,806 403,805
Cash dividends, $.56 per share in
1998 and 1997 ( 9,118) ( 9,909)
-------- --------
RETAINED EARNINGS, end of period $361,958 $373,706
======== ========
EARNINGS (LOSS) PER COMMON SHARE,
BASIC:
CONTINUING OPERATIONS $ .93 $ .67
DISCONTINUED OPERATIONS - .15
SALE OF DIRECT RESPONSE - ( 1.95)
----- -----
TOTAL $ .93 ($1.13)
===== =====
DILUTED:
CONTINUING OPERATIONS $ .92 $ .67
DISCONTINUED OPERATIONS - .15
SALE OF DIRECT RESPONSE - ( 1.95)
----- -----
TOTAL $ .92 ($1.13)
===== =====
The accompanying notes are an integral part of these condensed financial
statements.
ENESCO GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 and 1997 (Unaudited)
(In Thousands)
1998 1997
---- ----
OPERATING ACTIVITIES:
Net income (loss) $15,270 ($20,190)
Less- Net income discontinued operations - ( 2,858)
- Loss on sale of Direct Response - 35,000
Adjustments to reconcile continuing operations net
income to net cash provided by operating activities ( 20,621) ( 40,110)
Operating activities of discontinued operations - 59,587
-------- -------
Net cash provided (used) by operating activities ( 5,351) 31,429
------- -------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 2,085) ( 2,177)
Proceeds from sales of property, plant and equipment 214 622
Investing activities of discontinued operations - ( 892)
------- -------
Net cash used by investing activities ( 1,871) ( 2,447)
------- -------
FINANCING ACTIVITIES:
Cash dividends ( 9,118) ( 9,909)
Exchanges and purchases of common stock ( 34,005) ( 14,636)
Notes and loans payable 33,379 ( 7,872)
Exercise of stock options 2,031 667
Other common stock issuance 402 230
Financing activities of discontinued operations - ( 97)
------- -------
Net cash provided (used) by financing activities ( 7,311) ( 31,617)
------- -------
Effect of exchange rate changes on cash
and cash equivalents ( 179) ( 657)
------- -------
Increase/(decrease) in cash and cash equivalents ( 14,712) ( 3,292)
Cash and cash equivalents,
beginning of year 35,722 10,306
------- -------
Cash and cash equivalents, end of quarter $21,010 $ 7,014
======= =======
The accompanying notes are an integral part of these condensed financial
statements.
ENESCO GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The consolidated condensed financial statements and related notes
included herein have been prepared by the Company, without audit except for
the December 31, 1997 condensed balance sheet, which was derived from the
Company's Annual Report on Form 10-K for the year ended December 31, 1997,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. The information
furnished reflects all normal recurring adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
interim periods. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and related notes to
consolidated financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
As reported in the Company's Form 10-Q for the quarter ended March 31,
1998, at its annual meeting in April 1998, the Company's shareholders
approved a proposal to change its corporate name to "Enesco Group, Inc.",
to reflect the Company's transformation into a singularly focused designer
and marketer of branded gifts and collectibles. The Stanhome Inc. name was
sold as part of the December 1997 agreement to sell the majority of the
business of the Direct Selling discontinued operation.
1. ACCOUNTING POLICIES:
The Company's financial statements for the six months ended June 30,
1998 have been prepared in accordance with the accounting policies
described in Note 1 to the December 31, 1997 consolidated financial
statements included in the Company's 1997 Annual Report on Form 10-K. The
Company considers all highly liquid securities, including certificates of
deposit with maturities of three months or less, when purchased, to be cash
equivalents. Accounts receivable were net of reserves for uncollectible
accounts, returns and allowances of $13,882,000 at June 30, 1998 and
$11,146,000 at December 31, 1997.
The Company recognizes revenue as merchandise is turned over to the
shipper and a provision for anticipated merchandise returns and allowances
is recorded based upon historical experience. Amounts billed to customers
for shipping and handling orders and collector club subscriptions are
netted against the associated costs.
The Company paid cash for interest and taxes as follows (in thousands):
Six Months Ended
June 30
------------------
1998 1997
---- ----
Interest $ 2,412 $ 3,243
Income taxes $16,631 $ 9,780
2. COMPREHENSIVE INCOME:
In June 1997, the Financial Accounting Standards Board adopted a new
standard on reporting comprehensive income, which established standards for
reporting and display of comprehensive income (net income (loss) together
with other non-owner changes in equity) and its components in a full set of
general purpose financial statements. The standard became effective for the
Company in 1998 and required reclassification of comparative financial
statements for prior years. The other comprehensive income consists only of
cumulative translation adjustments. Comprehensive income (loss) for the
quarters and six months ended June 30, 1998 and 1997 was as follows (in
thousands):
Quarters Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1998 1997 1998 1997
---- ---- ---- ----
NET INCOME (LOSS) $11,764 $11,569 $15,270 ($20,190)
------- ------- ------- -------
OTHER COMPREHENSIVE INCOME:
Cumulative translation
adjustments ( 475) ( 4,191) ( 373) ( 9,767)
------- ------- ------- -------
TOTAL OTHER COMPREHENSIVE INCOME ( 475) ( 4,191) ( 373) ( 9,767)
------- ------- ------- -------
COMPREHENSIVE INCOME (LOSS) $11,289 $ 7,378 $14,897 ($29,957)
======= ======= ======= =======
3. DISCONTINUED OPERATIONS:
In 1997, the Company discontinued and sold the majority of the
Hamilton Direct Response and Worldwide Direct Selling operations. In
connection with the Hamilton sale, the Company recorded a $35 million after
tax charge in the first quarter of 1997. Accordingly, the applicable
financial statements and related notes present these two business segments
as discontinued operations. Therefore, the operating results of these two
business segments have been segregated and reported as discontinued
operations in the Consolidated Statements of Income and Statements of Cash
Flow. There have not been any significant changes in the loss provisions
for closing costs and any other loss provisions previously established in
connection with the discontinued operations. All of the provisions are
anticipated to be used.
4. INVENTORY CLASSES:
The major classes of inventories at June 30 and December 3l were as
follows (in thousands):
June 30, December 31,
1998 1997
---- ----
Raw materials and supplies $ 1,341 $ 1,719
Work in process 436 930
Finished goods in transit 10,525 14,865
Finished goods 73,784 90,238
-------- --------
$ 86,086 $107,752
======== ========
5. OTHER EXPENSE, NET:
Other expense, net for the quarters and six months ended June 30, 1998
and 1997 consists of the following (in thousands):
Quarters Ended June 30
----------------------
1998 1997
---- ----
Interest income $ 278 $ 366
Amortization of other assets ( 773) ( 1,062)
Other, net ( 63) 29
------ ------
($ 558) ($ 667)
====== ======
Six Months Ended
June 30
---------------------
1998 1997
---- ----
Interest income $ 621 $1,057
Amortization of other assets ( 1,646) ( 2,019)
Other, net ( 77) ( 104)
------ ------
($1,102) ($1,066)
====== ======
6. EARNINGS PER COMMON SHARE (BASIS OF CALCULATION):
In February 1997, the Financial Accounting Standards Board adopted a
new standard on accounting for earnings per share. The standard became
effective for the Company at December 31, 1997 and required restatement of
prior years' earnings per share. Basic earnings per common share are based
on the average number of common shares outstanding during the period
covered. Diluted earnings per common share assumes, in addition to the
above, a dilutive effect of common share equivalents during the period.
Common share equivalents represent dilutive stock options using the
treasury stock method.
The number of shares used in the earnings per share computations for
the second quarter and first six months were as follows (in thousands):
Second Quarter First Six Months
---------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
Basic
Average common shares
outstanding 16,264 17,635 16,442 17,750
Diluted
Stock options 84 52 84 53
------ ------ ------ ------
Average shares diluted 16,348 17,687 16,526 17,803
The lower average number of shares for the second quarter and first
six months of 1998 primarily resulted from the repurchase of shares as part
of the Company's repurchase program.
7. FINANCIAL INSTRUMENTS:
The Company operates globally with various manufacturing and
distribution facilities and product sourcing locations around the world.
The Company may reduce its exposure to fluctuations in foreign interest
rates and exchange rates by creating offsetting positions through the use
of derivative financial instruments. The Company currently does not use
derivative financial instruments for trading or speculative purposes.
The notional amount of forward exchange contracts and options is the
amount of foreign currency bought or sold at maturity. The notional amount
of interest rate swaps is the underlying principal amount used in
determining the interest payments exchanged over the life of the swap. The
notional amounts are not a direct measure of the Company's exposure through
its use of derivatives.
The Company periodically uses interest rate swaps to hedge portions of
interest payable on debt. In addition, the Company may periodically employ
interest rate caps to reduce exposure, if any, to increases in variable
interest rates. In October 1996, the Company entered into a three year
interest rate swap with a notional amount of $50 million to effectively
convert variable interest on debt to a fixed rate of 6.12%.
The Company may periodically hedge foreign currency royalties, net
investments in foreign subsidiaries, firm purchase commitments, contractual
foreign currency cash flows or obligations, including third-party and
intercompany foreign currency transactions. The Company regularly monitors
its foreign currency exposures and ensures that hedge contract amounts do
not exceed the amounts of the underlying exposures.
The Company enters into various short-term foreign exchange agreements
during the year. The purpose of the Company's foreign currency hedging
activities is to protect the Company from risk that the eventual settlement
of foreign currency transactions will be adversely affected by changes in
exchange rates. The Company's various subsidiaries import products in
foreign currencies and from time to time will enter into agreements or
build foreign currency deposits as a partial hedge against currency
fluctuations on inventory purchases. Gains and losses on these agreements
are deferred and recorded as a component of cost of sales when the related
inventory is sold. At June 30, 1998, deferred amounts were not material.
The Company makes short-term foreign currency intercompany loans to various
international subsidiaries and utilizes agreements to fully hedge these
transactions against currency fluctuations. The cost of these agreements is
included in the interest charged to the subsidiaries and expensed monthly
as the interest is accrued. The intercompany interest eliminates upon
consolidation and any gains and losses on the agreements are recorded as a
component of other income. The Company receives dividends, technical
service fees, royalties and other payments from its subsidiaries and
licensees. From time to time, the Company will enter into foreign currency
forward agreements as a partial hedge against currency fluctuations on
these current receivables. Gains and losses are recognized or the credit or
debit offsets the foreign currency payables. As of June 30, 1998, net
deferred amounts on outstanding agreements were not material. The
outstanding agreement amounts (notional value), at June 30, 1998, are $5.1
million U.S. dollars.
Management does not believe that FASB No. 133, "Accounting for
Derivative Instruments and Hedging Activities", when adopted by the Company
will have a material impact on the consolidated financial condition or
results of operations of the Company.
8. SUBSEQUENT EVENT:
Pursuant to action by the Enesco Group, Inc. Board of Directors on
July 22, 1998, effective with the expiration (on September 19, 1998) or
any earlier redemption or termination of the stock purchase rights
presently existing under the Company's Stockholder Rights Plan, one new
right for each outstanding share of the Company's common stock ("common
stock") will be issued (a "New Right") under a Renewed Rights Agreement.
Each New Right initially will represent the right to purchase one share of
common stock for $125. The New Rights will only become exercisable, or
separately transferable, promptly after the Company announces that a person
has acquired or tendered for 15% or more, or promptly after a tender offer
commences that could result in ownership of 15% or more, of the common
stock then outstanding.
If the New Rights become exercisable after any person acquires or
tenders for 15% or more of the common stock then outstanding (except
through an offer for all common stock that has been approved by the Enesco
Group, Inc. Board of Directors), each New Right not owned by that person or
related parties will enable its holder to purchase, at the New Right's
exercise price, common stock (or other securities or assets, or a
combination thereof) having double the value of the exercise price. In the
event of certain merger or asset sale transactions with another party,
similar terms would apply to the purchase of that party's common stock.
The New Rights, which have no voting power, expire on July 22, 2008,
subject to extension. Upon approval by the Enesco Group, Inc. Board of
Directors, the New Rights may be redeemed for $.01 each under certain
conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ENESCO GROUP, INC.
QUARTER AND SIX MONTHS ENDED JUNE 30, 1998
The information set forth below should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto
included in Part I - Item 1 of the Quarterly Report and the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 which
contains the audited financial statements and notes thereto for the years
ended December 31, 1997, 1996 and 1995 and Management's Discussion and
Analysis of Financial Condition and Results of Operations for those
respective periods.
Forward-looking statements, in this Quarterly Report on Form 10-Q as
well as in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Stockholders are
cautioned that all forward-looking statements pertaining to the Company
involve risks and uncertainties, including, without limitation, risks
detailed from time to time in the Company's periodic reports and other
information filed with the Securities and Exchange Commission.
As reported in the Company's Form 10-Q for the quarter ended March 31,
1998, at the Company's Annual Meeting on April 23, 1998, the shareholders
approved a resolution authorizing the Company to change its name from
Stanhome Inc. to Enesco Group, Inc., to reflect the Company's
transformation into a singularly focused designer and marketer of branded
gifts and collectibles. Commencing on May 1, 1998, shares of the Company's
common stock traded on the New York Stock Exchange and the Pacific Exchange
under the symbol "ENC".
RESULTS OF OPERATIONS:
Net sales in 1998 were level with 1997 in the second quarter and
increased 2.6% for the first six months due primarily to unit volume growth
in the United States. International sales increased slightly and
represented 16.2% of total 1998 year-to-date sales compared to 16.5% in
1997. The Precious Moments line represented 39.8% of the 1998 year-to-date
sales compared to 40.5% in 1997 and the Cherished Teddies line represented
21.0% of 1998 year-to-date sales compared to 21.7% in 1997. In the United
States, the Company is in the process of analyzing the total economic
return for all of its product lines, with the objective to improve the
supply chain economics from factory to customer and to phase out those
product lines that do not have adequate return. As these lines are phased
out during the next year, the absence of sales from these lines will reduce
sales volumes. Partly reflecting the reduction of product offerings and
improved deliveries, total unfilled orders as of June 30, 1998 were down
approximately $34 million or 29% compared to June 30, 1997. This trend is
expected to continue. Also, the reduction in unfilled orders was due to
slowing retail demand due, in part, to high retail inventory levels of
certain products and to changing buying practices of many retailers,
reflecting, in part, the improved deliveries of products. In response to
the high retail inventories, the number of new product introductions for
the Precious Moments and Cherished Teddies lines has been reduced and
promotions have been offered to assist retailers in moving inventories.
Gross profit for the second quarter of 1998 increased 1.8% compared to
the second quarter of 1997 due principally to an improved sales mix. Gross
profit for the first six months of 1998 increased 2.2% compared to 1997
principally due to increased sales volume. Gross profit year-to-date as a
percentage of net sales in 1998 decreased to 47.2% compared to 47.4% in
1997 primarily due to sales mix with a greater percentage of products sold
at less than normal margins.
Selling, distribution, general and administrative expenses decreased
2.2% in the second quarter of 1998 versus 1997 and represented 31.3% of
1998 net sales compared to 32.0% in 1997. Selling, distribution, general
and administrative expenses decreased 1.0% in the first six months of 1998
versus 1997 and represented 35.1% of 1998 net sales compared to 36.4% in
1997. The 1998 reduction in expenses was due primarily to lower general and
administrative expenses in the United States. The reductions were from cost
controls, the start of benefits from downsizing the Company's Westfield, MA
corporate headquarters, and a reduction of compensation resulting from the
expiration on December 31, 1997 of an executive officer's employment
agreement that had entitled a bonus in an amount equal to five percent of
Enesco's pre-tax income, with certain adjustments, less a base salary.
Year-to-date results include a first quarter 1998 net pre-tax expense of
approximately one million dollars resulting from a workforce reduction in
the United States.
Operating profit in 1998 increased 11% in the second quarter and 13%
for the first six months compared to 1997 and represented, for the
year-to-date, 12.0% of sales in 1998 compared to 10.9% in 1997, due to the
factors described above. Most of the operating profit improvement was in
the United States. International operating profit increased slightly.
INTERNATIONAL ECONOMIES AND CURRENCY:
The value of the U.S. dollar versus international currencies where the
Company conducts business impacts the results of these businesses. In
addition to the currency risks, the Company's international operations,
including sources of imported products, are subject to other risks of doing
business abroad, including import or export restrictions and changes in
economic and political climates.
The fluctuations in net sales and operating profit margins from
quarter to quarter are partially due to the seasonal characteristics of the
Company's business.
INTEREST EXPENSE, net of investment income, decreased in the second
quarter and first six months of 1998 compared with 1997, from lower
borrowing levels due to the utilization of cash proceeds from the sale of
discontinued operations in 1997 and, in 1998, a reduction in accounts
receivable and inventories versus 1997. Other expense, net is principally
the amortization of goodwill and was less in the first six months of 1998
compared to 1997 due to certain categories being fully amortized.
THE PROVISION FOR INCOME TAXES of 43% in the second quarter and first
six months of 1998 was lower than the 44% provision for the second quarter
and first six months in 1997, due primarily to a higher percentage of total
before tax income from the United States, which has a lower effective tax
rate.
DISCONTINUED OPERATIONS:
In April 1997, the Company announced the sale of the majority of its
Hamilton Direct Response business and a plan to sell its Direct Selling
business. The majority of the Direct Selling business was sold in December
1997. The Company's Direct Selling Cosmhogar manufacturing subsidiary,
located in Spain, was not sold. The Cosmhogar facility and certain other
assets of the Direct Selling Group remain to be sold. In July 1998, the
Company paid Yves Rocher, the purchaser of the Direct Selling business,
$1.875 million ($1.125 million after taxes) from previously established
reserves to settle and compromise certain asserted claims relating to the
sale of the Direct Selling business.
The applicable financial statements and related notes present these
two divested business segments as discontinued operations. Therefore, the
operating results of these two divested business segments have been
segregated and reported as discontinued operations in the Consolidated
Statements of Income and Statements of Cash Flows. Note 3, Discontinued
Operations, to the Consolidated Condensed Financial Statements provides
additional information on the two discontinued operations.
FINANCIAL CONDITION:
The Company has historically satisfied its capital requirements with
internally generated funds and short-term loans. Working capital
requirements fluctuate during the year and are generally greatest during
the third quarter and lowest at the beginning of the first quarter.
The major sources of funds in the first six months of 1998 from
operating activities for continuing operations were from net income,
depreciation, amortization and lower levels of inventories. Inventories
decreased compared to year-end 1997 as progress was made in alleviating the
high levels of inventory. Due to seasonal sales volume, accounts
receivable increased compared to year-end 1997. Accounts receivable in the
second quarter of 1998 decreased 12% compared to the second quarter of
1997. The decrease occurred, even though sales were level in the second
quarter 1998, due to the impact of the implementation of tighter credit
controls and improved collection performance. Accounts payable and accrued
expenses decreased from year-end levels due to lower seasonal volumes and
to reductions in the amounts remaining to be paid from the 1997 provision
to downsize corporate headquarters and in payments due relating to the 1997
sales of discontinued operations. Taxes payable decreased due to seasonal
volumes and payments of taxes related to the sale of the Direct Selling
business.
The major use of cash in investing activities in the first six months
of 1998 was for capital expenditures. Capital expenditure commitments for
$10 million are forecasted for 1998. The level of changes of marketable
securities from period to period principally represents investment
alternatives versus certificates of deposit, time deposits, and
intercompany loans.
The major uses of cash in financing activities in the first six months
of 1998 were for dividends to shareholders and purchases of common stock,
which were primarily financed with increased borrowings. During the first
six months this year, the Company repurchased 1.185 million shares for
$33.2 million. The Company has an authorized program to purchase shares of
stock for the Company treasury from time to time in the open market or in
private transactions, depending on market and business conditions, and may
utilize funds for this purpose in the future. As of June 30, 1998, 1.0
million shares remained available for purchase under the program. The
Company's earnings, cash flow, and available debt capacity have made and
make stock repurchases, in the Company's view, one of its best investment
alternatives. The major source of funds from financing activities was from
higher seasonal borrowings. The aggregate exercise price of the total
number of stock options outstanding was $92 million at June 30, 1998, and
the Company could receive some or all of these funds in the future if the
options are exercised.
Fluctuations in the value of the U. S. dollar versus international
currencies affect the U. S. dollar translation value of international
currency denominated balance sheet items. The changes in the balance sheet
dollar values due to international currency translation fluctuations are
recorded as a component of accumulated comprehensive income in
shareholders' equity.
The Company currently believes that cash from operations and available
financing alternatives are adequate to meet anticipated requirements for
working capital, dividends, capital expenditures, the stock repurchase
program and other needs. No liquidity problems are anticipated.
A Company-wide program has been initiated by management to update all
necessary information technology and non-technology systems to achieve Year
2000 compliance. This effort has been in progress since early 1997. The
program includes impact assessment, correction, testing and implementation
stages. There is continual review and monitoring of progress and
achievement against plan.
Impact assessment is essentially complete, except for an ongoing
effort to confirm the Year 2000 programs of critical suppliers, customers
and third parties on whom the Company relies. Based on the results of the
impact assessment, if the Company's suppliers, customers and third parties
do not address the Year 2000 issues in a timely manner, there could be a
material financial risk to the Company. Regarding internal issues, the
Company is actively working to remedy all Year 2000 concerns identified.
This is being accomplished through internal correction or the normal
replacement of existing systems, computer software and hardware. All
correction and replacement work, including testing and implementation, is
expected to be completed by mid-year 1999.
The costs of addressing the Year 2000 issues are included in the
planned operating and capital investment budgets and are not expected to
have a material adverse impact on the Company's financial position or
results of operations. Most Year 2000 project work is being accomplished
with the use of internal resources. While this effort is substantial, it
has often been combined with other planned systems improvement, replacement
and maintenance projects. Thus, the Year 2000 work is not adversely
affecting planned improvements in the Company's systems, computer
applications and hardware environment.
The Company has engaged independent consulting resources to audit and
evaluate its approach and plans to achieve Year 2000 compliance. This audit
is currently in progress and will cost approximately $300,000. The results
will be used to confirm, and enhance where necessary, the current Year 2000
program plans. To date, a formal contingency plan has not been developed
since the Company anticipates that it will achieve Year 2000 compliance.
Development of contingency plans will be addressed as part of the Year 2000
program, as necessary.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
- Jeffrey A. Hutsell Change in Control Agreement
- Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
Quarter for which this report is filed.
All other items hereunder are omitted because either such item is
inapplicable or the response to it is negative.
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.
ENESCO GROUP, INC.
(Registrant)
Date: August 12, 1998
/s/ H. L. Tower
------------------------------------
H.L. Tower
Chairman and Chief Executive Officer
Date: August 12, 1998
/s/ Allan G. Keirstead
------------------------------------
Allan G. Keirstead
Chief Administrative and Financial
Officer
EXHIBIT INDEX
Reg. S-K
Item 601 Exhibit 10-Q Page No.
- --------- ------- -------------
10 Jeffrey A. Hutsell Change in 26
Control Agreement
27 Financial Data Schedule 35
CHANGE IN CONTROL AGREEMENT EXHIBIT 10
---------------------------
AGREEMENT, effective as of June 1, 1998 (the "Effective Date")
between Enesco Group, Inc., a Massachusetts corporation (the "Company") and
Jeffrey A. Hutsell (the "Employee").
WHEREAS, the Employee has been employed by Enesco Corporation, a
wholly-owned subsidiary of the Company, since August 16, 1985 and is, as of
the effective date of this Agreement, the President and Chief Operating
Officer of Enesco Corporation (the "Employer"); and
WHEREAS, the parties deem it to be in the best interest of both the
Employee, the Employer and the Company for the Company to provide a
severance payment in the event his employment terminates under certain
circumstances hereinafter described,
NOW, THEREFORE, in consideration of the mutual promises, covenants
and conditions and of the agreements hereinafter contained, the Company and
the Employee agree as follows:
1. Severance Benefit.
(a) Upon the termination of the Employee's employment by the
Employer for any reason other than death, Disability,
retirement, termination for Substantial Cause, or
voluntary termination without Good Reason within two years or
less after a Change in Control as defined below, the Company
will pay him as a severance benefit an amount equal to three
times the annual rate of his Total Compensation at the time of
such termination.
(b) The Employee's employment is deemed to be terminated following
a Change in Control if the Employee's employment terminates
prior to a Change in Control at the direction of a person (as
defined in paragraph 4(a)(i) below) who has entered into an
agreement with the Company to effectuate a Change in Control
and such employment terminates for any other reason other than
death, Disability, retirement, termination for Substantial
Cause, or voluntary termination without Good Reason and the
circumstances constituting Good Reason occur at the direction
of such person.
(c) In the event that the Employee becomes entitled to a severance
benefit under this Agreement or to any other payments or
benefits received or to be received by the Employee in
connection with a Change in Control or the Employee's
termination of employment, whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with
the Company, the Employer, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or
such Person (all such payments and benefits, including the
severance benefit, being hereinafter called "Total Payments"),
if any of the Total Payments will be subject to the excise tax
imposed under Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code") (the "Excise Tax"), the Company
shall pay to the Employee an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Employee,
after deduction of any Excise Tax on the Total Payments and any
federal, state and local income tax and Excise Tax upon the
payment provided for by this subsection (c), shall be equal to
the Total Payments. For purpose of determining whether any of
the Total Payments will be subject to the Excise Tax and the
amount of such Excise Tax, (i) all Total Payments shall be
treated as "parachute payments" within the meaning of Section
280G(b) (2) of the Code, and all "excess parachute payments"
within the meaning of Section 280G(b) (1) of the Code shall be
treated as subject to the Excise Tax, unless in the opinion of
tax counsel selected by the Company's independent auditors, and
reasonably acceptable to the Employee, such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of Section 280G(b)(4) (A) of the
Code, or such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually
rendered, within the meaning of Section 280G(b) (4) (B) of the
Code, in excess of the base amount (within the meaning of
Section 280G(b) (3) of the Code) allocable to such reasonable
compensation, or are otherwise not subject to the Excise
Tax, (ii) the amount of the Total Payments which shall be
treated as subject to the Excise Tax shall be equal to the
lesser of (A) the total amount of the Total Payments or (B) the
amount of excess parachute payments within the meaning of
Section 280G(b) (1) of the Code (after applying clause (i),
above), and (iii) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the
Company's independent auditors in accordance with the
principles of Sections 280G(d) (3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the
Employee shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Employee's residence
on the date of Employee's termination, net of the maximum
reduction in federal income taxes which could be obtained from
deduction of such state and local taxes. In the event that the
Excise Tax is subsequently determined to be less than the
amount taken into account hereunder at the time of termination
of the Employee's employment, the Employee shall repay to the
Company, at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of
the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income tax imposed on the Gross-Up
Payment being repaid by the Employee to the extent that such
repayment results in a reduction in Excise Tax and/or a federal,
state or local income tax deduction) plus interest on the amount
of such repayment at the rate provided in Section 1274(b) (2) (B)
of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the time of the
termination of the Employee's employment (including by reason of
any payment the existence or amount of which cannot be determined
at the time of the Gross Up Payment), the Company shall make an
additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Employee with
respect to such excess) at the time that the amount of such
excess is finally determined. The Employee and the Company shall
each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence
or amount of liability for Excise Tax with respect to the
Severance Payments.
2. Payment. The severance benefit shall be payable in a lump
sum on or before the date of the Employee's termination.
3. Term. The term of this Agreement shall be a period
beginning on the Effective Date and ending on the first to occur
of (i) the Employee's death, disability, retirement, termination
for substantial cause or voluntary termination without good
reason; or (ii) three years after written notification by the
Employer of its intention to terminate. All obligations and
rights arising under paragraph 1 at the time of the termination
of this Agreement shall survive such termination.
4. Change In Control; Potential Change In Control
(a) As used herein, "Change in Control" of the Company means a Change in
Control of a nature that would, in the opinion of Company counsel, be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); provided that, without limitation,
such a Change in Control shall be deemed to have occurred if
(i) any "Person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act)(other than the Company or any subsidiary of the
Company, any trustee or fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries or a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of
the stock of the Company) becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or
more of the combined voting power of the Company's then outstanding
securities; or
(ii) during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board of Directors of the
Company and any new director (other than a director designated by a
Person who has entered into an agreement with the Company to effect a
transaction described in Clause (i), (iii) or (iv) of this paragraph)
whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to
constitute a majority thereof; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in
combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, at
least 75% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after
such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no Person acquires 25% or more of the combined
voting power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's
assets.
Notwithstanding the foregoing, no Change in Control of the
Company shall be deemed to have occurred if Employee is a member of a
management group which first announces a proposal which constitutes a
Potential Change in Control, unless otherwise determined by a majority
of the Board of Directors who are not members of such management
group.
(b) A "Potential Change in Control" shall be deemed to have occurred
if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(ii) the Company or any Person publicly announces an intention
to take or to consider taking actions which, if consummated,
would constitute a Change in Control;
(iii) any Person who is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 10% or more of
the combined voting power of the Company's then outstanding
securities, increases such Person's beneficial ownership of such
securities by 5% or more over the percentage so owned by such Person
on the date hereof; or
(iv) the Board of Directors adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change in Control has
occurred.
5. Total Compensation. As used herein, "Total Compensation" means the
Employee's annual base salary rate at the time of termination plus any
bonus to which he is entitled under the Company's Management Incentive
Plan, or its successor or substitute plan or policy. For purposes of
the calculation to be made under paragraph 1(a) above, the Employee's
annual base salary shall be the rate at the time of termination but
not less than the rate in effect immediately prior to the Change in
Control, and the bonus shall be equal to 100% of the target bonus
payable to the Employee under the Company's Management Incentive Plan
for the year in which his termination occurs, but not less than 100%
of the target bonus for the year in which the Change of Control
occurred.
6. Disability. As used herein, "Disability" means a medically
determinable physical or mental condition which renders the Employee
incapable of performing the work for which he was employed at his
normal place of employment for at least six consecutive months. A
termination by reason of Disability shall not be deemed to have
occurred unless the Employee fails to return to work at his normal
place of employment within thirty (30) days after receiving written
notice of termination from the Employer.
7. Substantial Cause. As used herein, "Substantial Cause" means (i)
the willful and continued failure by the Employee to substantially
perform the Employee's duties with the Employer (other than any such
failure resulting from the Employee's incapacity due to physical or
mental illness or any such actual or anticipated failure after the
issuance of a notice of termination for Good Reason by the Employee)
after a written demand for substantial performance is delivered to the
Employee by the Board, which demand specifically identifies the manner
in which the Board believes that the Employee has not substantially
performed the Employee's duties, or (ii) the willful engaging by the
Employee in conduct which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise. For purposes
of clauses (i) and (ii) of this definition, no act, or failure to act,
on the Employee's part shall be deemed "willful" unless done, or
omitted to be done, by the Employee not in good faith and without
reasonable belief that the Employee's act, or failure to act, was in
the best interest of the Company and the Employer.
8. Good Reason. A voluntary termination under any of the following
circumstances shall be considered to be for "Good Reason":
(a) assignment to the Employee of duties or title inconsistent with his
status as an officer, or removal of the Employee from involvement in
management decision-making functions consistent with his prior
experience with the Employer;
(b) failure to continue the Employee's participation in the Company's
Management Incentive Plan or in any successor or substitute plan or
policy and, if such termination follows a Change in Control,
equivalent to the management incentive plan as in effect immediately
prior to the Change in Control;
(c) failure to pay when due the Employee's base salary, or any installment
of deferred compensation when due, or a reduction in the Employee's
base salary, or a failure to continue in effect for the Employee's
benefit fringe benefits in which he now participates, including
retirement plans, health and insurance plans, vacation plans, and
automobile programs, or the taking of any action which materially
reduces such benefits, provided that, unless such reduction in base
salary or failure to continue benefits occurs within two years after a
Change in Control, it will not be considered Good Reason if taken in
connection with a general reduction applicable to all officers;
(d) assignment of the Employee to any location other than within fifty
(50) miles of his present office location; or
(e) within two years after a Change in Control, a requirement that the
Employee travel away from his office location more than 25% of the
working days in the year, provided that Employee may be required to
increase his travel by 10% of his working days if the Employee had
been travelling more than 15% of his working days at the time of the
Change in Control. Working days for these purposes shall exclude
vacation days.
9. Fringe Benefits. For a period of thirty six (36) months
(the "Extended Period") following any termination giving rise to
benefits under this Agreement, the Employee shall continue to
participate fully in those fringe benefits of the Employer in which he
is a participant prior to such termination, including the group
insurance programs (i.e. medical insurance, including dependent
coverage; life insurance; accidental death and dismemberment
insurance), but excluding the Employer's automobile program; provided,
however, that if the Employee is barred from participating in a
particular plan or arrangement under such program's terms, the Company
shall arrange to provide the Employee for the Extended Period with a
substitute benefit substantially equivalent to the affected plan or
arrangement. The coverage set forth in the preceding sentence shall be
subject only to such periodic review as may be required by the group
insurance carrier to determine whether he has become a participant in
a comparable program of another employer, in which case continuance or
discontinuance of coverage will be determined in accordance with the
terms and conditions of the group insurance policy and the benefits
payable under this provision will be secondary to the comparable
program of the other employer.
All benefits covered by this paragraph 9 shall be provided at no
cost to the Employee and subject to the benefit limitation provision
of paragraph 1.
10. Legal Fees. In the event legal fees and expenses must be
incurred by the Employee in seeking to obtain or enforce any right or
benefit provided by this Agreement, the Company shall reimburse the
Employee for such cost, provided, however, that fees and expenses
incurred in connection with that portion of a claim that is determined
by a court or arbitrator to be frivolous shall not be paid by the
Company.
11. Mitigation. Inasmuch as the severance benefit provided for in
this Agreement is in recognition of past services rendered to the
Employer, the Employee will not be required to mitigate the amount of
any payment provided for by this Agreement by seeking other employment
nor shall the amount of any payment so provided be reduced by any
compensation earned by the Employee as the result of employment by
another employer after the date of termination or otherwise.
12. Other Compensation. The lump sum severance benefit payable
pursuant to this Agreement shall be in addition to and not in
substitution for any amounts of compensation accrued in favor of the
Employee up to the date of termination, including a prorated portion
of any incentive compensation to which he is entitled, based upon the
number of days of employment during such year prior to such
termination date, and shall also be in addition to and not in
substitution for any amount or benefit to which the Employee may
otherwise be entitled under any insurance policy, profit-sharing plan,
employee stock ownership plan, stock option plan or written employment
contract between the Employee and the Employer, or the Company, or any
regular or supplemental retirement plan or contract maintained by the
Employer or the Company on the Employee's behalf. Notwithstanding the
foregoing, the benefits payable hereunder shall be in substitution for
any account or benefit to which the Employee may otherwise be entitled
under (i) the Employer's regular severance policy; or (ii) any other
severance agreement between the Employee and the Employer.
13. Confidential Information. The Employee agrees that he will
not use or disclose to anyone (other than for the benefit of the
Employer or the Company) either during the term of his employment or
at any time thereafter, any confidential information obtained by or
made known to him while employed by the Employer. As used herein,
"Confidential Information" includes, but is not limited to, trade
secrets of the Employer or the Company or of any other organization
associated or affiliated with or owned by or owning the Employer or
the Company.
14. Covenant Not to Proselyte. For a period of thirty-six (36)
months after termination giving rise to benefits under this Agreement,
the Employee agrees that he will not attempt, directly or indirectly,
to induce any employee of the Employer or the Company to terminate his
or her employment with the Employer or the Company.
15. Entirety of Agreement and Amendment. This Agreement
constitutes the entire Agreement between the parties and no amendment,
waiver, alteration or modification of this Agreement shall be valid
unless in each instance such amendment, waiver, alteration or
modification is agreed to in writing by both parties. Mere delay by
the Employee in exercising any rights under this Agreement will in no
event be deemed a waiver of such rights. This Agreement supersedes all
previous severance agreements that may have been made between the
Company or the Employer and the Employee.
16. Notices and Statements. All notices and statements hereunder
shall be in writing, and, if directed to the Company, shall be deemed
given if deposited postage prepaid in the U.S. Mail or delivered to
the Company, Attention: Chairman at 333 Western Avenue, Westfield,
Massachusetts, 01085, or, if directed to the Employee, shall be deemed
given if delivered to him personally or deposited postage prepaid in
the U.S. Mail addressed to him at his then current personal residence
as it appears on the Company records, or to such other addresses as
either party may hereafter designate in writing for the purpose.
Written notice of termination of employment by the Employer or the
Employee after a Change in Control must specify the provision(s) in
the Agreement relied upon and detail the facts and circumstances
alleged as the basis for termination of employment. Any such notice
shall be effective thirty (30) days after receipt by the appropriate
party (except for termination for Substantial Cause).
17. Applicable Law. To the extent permitted by law, this Agreement
shall be deemed to have been made in the Commonwealth of
Massachusetts, and its validity, construction and performance shall be
determined in accordance with the laws of said Commonwealth.
18. Assignment. Neither party may assign this Agreement or any of the
rights or duties hereunder, except that the Company may assign any of
its rights and duties under this Agreement to (1) a successor or
assignee of all or substantially all of the business or assets of the
Company, or (2) any corporation with which the Company merges or with
which the Company may be consolidated, provided that any such
successor or assignee or surviving entity of a merger or consolidation
must expressly assume in writing such rights, duties and obligations
of the Company, and except further that the rights and obligations of
the Employee under this Agreement shall inure to the benefit of and be
enforceable by the Employee's personal or legal representative,
executor, etc.
19. Not an Employment Contract. The parties agree that this Agreement
is not intended as, and is not, an employment contract with the
Company or the Employer. The Employer may terminate the Employee's
employment at any time during the term of this Agreement subject to
providing such benefits as may be specified in the Agreement.
20. Arbitration. At the election of either the Company or the
Employee, all controversies in connection with, or related to, any
alleged breach of this Agreement or any of its provisions requiring
ongoing action or interpretation, including, without limitation,
injunctive relief, shall be settled by binding arbitration in Chicago,
Illinois in accordance with the rules of the American Arbitration
Association then in effect. Company or Employee may demand arbitration
upon ten (10) days notice to the 8 other. The arbitration panel shall
consist of three (3) members, one to be the Employee's nominee, one to
be the Company's nominee and a third to be selected by the other two.
In the event the two arbitrators cannot agree on a third within seven
(7) days after the demand for arbitration, the third shall be chosen
by the American Arbitration Association in Chicago, Illinois pursuant
to its rules and regulations. In the event of the death or incapacity
of Employee, his duly authorized executor or representative or its
nominee shall be or choose one arbitrator in his stead. Judgment upon
any award, including injunctive relief, rendered may be entered in any
court having jurisdiction thereof. The fees and expenses of the
arbitrators shall be borne by the parties hereto in proportion to the
questions answered adversely to their several questions and
interpretations, as determined by the arbitrators, and the parties
agree that the findings of a majority of such three (3) arbitrators
shall be conclusive on them, and their respective heirs, successors
and assigns, executors, administrators, and personal representatives.
21. Invalidity of any Provision. If any provision of this Agreement
or the application thereof to any party or circumstance is held
invalid or unenforceable, in whole or in part, the remaining
provisions of this Agreement and the application of such provisions to
the other party or circumstances will not be affected thereby, the
provisions of this Agreement being severable or modifiable in any such
instance.
IN WITNESS WHEREOF, this Agreement has been executed by a duly
authorized officer of the Company and by the Employee.
Dated: June 15, 1998
ENESCO GROUP, INC.
by /s/ H. L. Tower
-----------------------
H. L. Tower
Chairman and C.E.O.
/s/ Jeffrey A. Hutsell
-----------------------
(Employee)
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<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997
<CASH> 21,012 0
<SECURITIES> 0 0
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0 0
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<TOTAL-LIABILITY-AND-EQUITY> 395,350 0
<SALES> 245,389 0
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<CGS> 129,659 0
<TOTAL-COSTS> 129,659 0
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<EPS-PRIMARY> .93 (1.13)
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NOTE* AS PER FASB STATEMENT NO. 128, EARNINGS PER
SHARE, "PRIMARY" IS NOW "BASIC".
</TABLE>
