<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999
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 0-26608
------------------------
CUTTER & BUCK INC.
(Exact Name of Registrant as Specified in its Charter)
WASHINGTON 91-1474587
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
2701 FIRST AVENUE, SUITE 500
SEATTLE, WA 98121
(Address of Principal Executive Offices, Including Zip Code)
(206) 622-4191
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The number of shares of Common Stock of the registrant outstanding as of
September 10, 1999 was 10,287,475.
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<PAGE>
CUTTER & BUCK INC.
Quarterly Report on Form 10-Q
For the Quarter Ended July 31, 1999
INDEX
<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION PAGE
---------
<C> <S> <C>
ITEM 1. Financial Statements (unaudited):
Consolidated Balance Sheets.................................................. 3
Consolidated Statements of Income............................................ 4
Consolidated Statements of Cash Flows........................................ 5
Notes to Consolidated Financial Statements................................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................... 8
PART II -- OTHER INFORMATION
ITEM 1. Legal Proceedings............................................................ 13
ITEM 2. Changes in Securities........................................................ 13
ITEM 3. Defaults Upon Senior Securities.............................................. 13
ITEM 4. Submission of Matters to a Vote of Security Holders.......................... 13
ITEM 5. Other Information............................................................ 13
ITEM 6. Exhibits and Reports on Form 8-K............................................. 13
SIGNATURES.............................................................................. 13
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
CUTTER & BUCK INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 31,
1999
APRIL 30, -------------
1999
------------- (UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash............................................................................. $ 4,760,259 $ 16,047,288
Accounts receivable, net of allowances for doubtful accounts and returns of
$1,726,191 at April 30, 1999 and $1,740,951 at July 31, 1999................... 32,518,666 26,571,188
Inventories...................................................................... 28,620,774 35,401,656
Deferred income taxes............................................................ 1,496,945 1,496,945
Prepaid expenses and other current assets........................................ 3,288,538 2,901,755
------------- -------------
Total current assets........................................................... 70,685,182 82,418,832
Furniture and equipment, net....................................................... 9,478,174 10,382,606
Deferred income taxes.............................................................. 127,715 127,715
Other assets....................................................................... 297,708 295,936
------------- -------------
Total assets................................................................... $ 80,588,779 $ 93,225,089
------------- -------------
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings............................................................ $ 12,084,704 $ 2,647,385
Accounts payable................................................................. 6,807,324 4,589,655
Accrued liabilities.............................................................. 3,635,341 3,562,063
Income taxes payable............................................................. 3,025,968 978,839
Current portion of capital lease obligations..................................... 220,546 229,018
------------- -------------
Total current liabilities...................................................... 25,773,883 12,006,960
Capital lease obligations.......................................................... 907,260 875,083
Long-term debt..................................................................... 5,000,000 5,000,000
Commitments
Shareholders' equity:
Preferred stock, no par value, 6,000,000 shares authorized; none issued and
outstanding.................................................................... -- --
Common stock, no par value: 25,000,000 shares authorized; 8,312,236 issued and
outstanding at April 30, 1999 and 10,032,523 at
July 31, 1999.................................................................. 32,998,010 58,352,868
Deferred compensation............................................................ (107,340) (85,872)
Retained earnings................................................................ 16,175,865 17,215,946
Accumulated other comprehensive loss............................................. (158,899) (139,896)
------------- -------------
Total shareholders' equity..................................................... 48,907,636 75,343,046
------------- -------------
Total liabilities and shareholders' equity..................................... $ 80,588,779 $ 93,225,089
------------- -------------
------------- -------------
</TABLE>
See accompanying notes.
3
<PAGE>
CUTTER & BUCK INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
JULY 31 JULY 31
1998 1999
------------- -------------
<S> <C> <C>
Net sales.......................................................................... $ 17,763,495 $ 29,189,161
Cost of sales...................................................................... 10,151,185 16,417,322
------------- -------------
Gross profit....................................................................... 7,612,310 12,771,839
Operating expenses:
Design and production............................................................ 601,928 803,895
Selling and shipping............................................................. 4,024,375 7,375,506
General and administrative....................................................... 1,825,592 2,688,703
------------- -------------
Total operating expenses....................................................... 6,451,895 10,868,104
------------- -------------
Operating income................................................................... 1,160,415 1,903,735
Other income (expense):
Factor commission and interest expense, net of interest income................... (33) (299,147)
License and royalty income, net of other expense................................. 80,771 20,493
------------- -------------
Total other income (expense)................................................... 80,738 (278,654)
------------- -------------
Income before income taxes......................................................... 1,241,153 1,625,081
------------- -------------
Income taxes....................................................................... 447,000 585,000
------------- -------------
Net income......................................................................... $ 794,153 $ 1,040,081
------------- -------------
------------- -------------
Basic earnings per share........................................................... $ 0.10 $ 0.12
------------- -------------
Diluted earnings per share......................................................... $ 0.09 $ 0.12
------------- -------------
Shares used in computation of:
Basic net income per share....................................................... 8,002,936 8,374,758
------------- -------------
------------- -------------
Diluted net income per share..................................................... 8,481,795 8,654,702
------------- -------------
------------- -------------
</TABLE>
See accompanying notes.
4
<PAGE>
CUTTER & BUCK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
JULY 31, JULY 31,
1998 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income......................................................................... $ 794,153 $ 1,040,081
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization.................................................... 437,879 1,039,524
Amortization of deferred compensation............................................ -- 21,468
Changes in assets and liabilities:
Receivables, net............................................................... 4,909,407 5,538,525
Inventories.................................................................... (3,030,627) (6,746,945)
Prepaid expenses and other current assets...................................... (903,457) 168,098
Accounts payable and accrued liabilities....................................... 567,714 (2,286,397)
Income taxes payable........................................................... (819,036) (2,047,129)
------------- -------------
Net cash provided by (used in) operating activities................................ 1,956,033 (3,272,775)
INVESTING ACTIVITIES:
Purchase of furniture and equipment................................................ (602,312) (1,668,490)
Decrease (increase) in trademarks, patents and marketing rights.................... (61,977) 673
------------- -------------
Net cash used in investing activities.............................................. (664,289) (1,667,817)
FINANCING ACTIVITIES:
Net proceeds (repayments) from short term borrowings............................... 505,370 (9,465,513)
Principal payments under capital lease obligations................................. (39,352) (80,093)
Net increase (decrease) in advances from factor.................................... (653,535) 417,248
Issuance of common stock........................................................... 1,374,043 25,354,858
------------- -------------
Net cash provided by financing activities.......................................... 1,186,526 16,226,500
Effects of foreign exchange rate changes on cash................................... 9,774 1,121
------------- -------------
Net increase in cash............................................................... 2,488,044 11,287,029
Cash, beginning of period.......................................................... 7,589,731 4,760,259
------------- -------------
Cash, end of period................................................................ $ 10,077,775 $ 16,047,288
------------- -------------
------------- -------------
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest............................................. $ 86,638 $ 243,113
------------- -------------
------------- -------------
Cash paid during the year for income taxes......................................... $ 1,266,036 $ 2,632,129
------------- -------------
------------- -------------
Noncash financing and investing activities:
Equipment acquired with capital leases........................................... $ 278,850 $ 56,388
------------- -------------
------------- -------------
</TABLE>
See accompanying notes.
5
<PAGE>
CUTTER & BUCK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared by Cutter & Buck Inc. ("Company") in accordance with generally accepted
accounting principles for interim financial statements and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation have been included. The Company's revenues are seasonal,
and therefore the results of operations for the three months ended July 31, 1999
may not be indicative of the results for the full fiscal year. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended April 30, 1999, included in the Company's filing on
Form 10-K.
NOTE 2. EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of common
shares outstanding. Diluted earnings per share is based on the weighted average
number of common shares and equivalents outstanding. Common share equivalents
included in the computation represent shares issuable upon assumed exercise of
outstanding stock options except when the effect of their inclusion would be
antidilutive.
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31
--------------------------
1998 1999
------------ ------------
<S> <C> <C>
Numerator:
Numerator for basic and diluted earnings per share--net income...................... $ 794,153 $ 1,040,081
------------ ------------
Denominator:
Denominator for basic earnings per share--weighted average common shares............ 8,002,936 8,374,758
Effect of dilutive securities stock options........................................... 478,859 279,944
------------ ------------
Denominator for diluted earnings per share.......................................... 8,481,795 8,654,702
------------ ------------
Basic earnings per share.............................................................. $ 0.10 $ 0.12
Diluted earnings per share............................................................ $ 0.09 $ 0.12
</TABLE>
NOTE 3. COMPREHENSIVE INCOME
The components of the Company's total comprehensive income were:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,
------------------------
1998 1999
---------- ------------
<S> <C> <C>
Net income.............................................................................. $ 794,153 $ 1,040,081
Foreign currency translation adjustment................................................. 9,774 19,003
---------- ------------
Comprehensive income.................................................................... $ 803,927 $ 1,059,084
---------- ------------
---------- ------------
</TABLE>
6
<PAGE>
CUTTER & BUCK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4. DEBT
In April 1999, the Company entered into a loan agreement with Washington
Mutual Bank d/b/a Western Bank ("Western Bank") for a $40 million line of
credit, replacing the Company's previous line of credit. Western Bank has
included Bank of America National Trust and Savings Association d/b/a Seafirst
Bank in the arrangement as co-lender. The revolving line of credit is to be used
for general corporate purposes, without limitation, repayment of any other
advances, reimbursement of draws under letters of credit, equipment and
leasehold improvements and other corporate purposes and provides for a $25
million sublimit for direct advances. Interest on borrowings is charged and
payable monthly at either a floating rate or the LIBOR rate plus 2%, each as
defined in the loan agreement, at the borrower's election (7.75% at July 31,
1999). The line of credit is collateralized by a security interest in the
Company's inventory, accounts receivable, furniture and equipment, contract
rights and general intangibles and expires on August 1, 2000. The loan agreement
contains certain restrictive covenants covering minimum working capital and
tangible net worth, as well as a maximum debt-to-equity ratio. The Company was
in compliance with these covenants at July 31, 1999. Western Bank and Republic
Business Credit Corporation have entered into an intercreditor agreement
allocating between them priority as to the Company's assets in which both
financial institutions have a security interest. At July 31, 1999, letters of
credit outstanding against this line of credit totaled $13,690,996 and there
were no working capital advances.
During fiscal 1999, the Company's Dutch subsidiary entered into a loan
agreement with Cooperatieve Rabobank "Huizen" B.A. ("Rabobank") for a $3.4
million line of credit. The line of credit with Rabobank is to be used for
international letters of credit and working capital advances. Interest on
borrowings is charged and payable quarterly at a variable rate (4.45% at July
31, 1999). The line of credit is secured by the Company's European inventory, an
irrevocable standby letter of credit issued by Western Bank of $3.8 million and
subordination of $2.7 million of intercompany debt. At July 31, 1999, letters of
credit outstanding against this line of credit totaled $563,113 and working
capital advances totaled $2,647,385.
The Company also has a $5 million term credit facility with Western Bank. As
of July 31, 1999 $5 million had been advanced against the term credit facility.
The term loan bears interest at a fixed rate of 6.6% with interest payable
monthly and annual principal payments of $714,286 due in August of years 2000
through 2004. The final principal payment of $1,428,570 is due in August 2005.
The term loan is also collateralized by a security interest in the Company's
inventory, accounts receivable, furniture and equipment, and contract rights.
NOTE 5. SHAREHOLDERS' EQUITY
On July 23, 1999 the Company sold 1,700,000 shares of its common stock to
the public at $16 per share. Proceeds to the Company, net of underwriting
discounts and commissions and estimated offering expenses totaling $2,085,395,
amounted to $25,114,605. On August 3, 1999, the underwriters exercised their
over-allotment option to purchase an additional 255,000 shares of common stock
at $16 per share. Proceeds to the Company of the over-allotment, net of
underwriting discounts and commissions and estimated offering expenses totaling
$444,800, amounted to $3,635,200.
In addition to these shares sold to the public, the Company sold 20,287
shares under its employee stock purchase plan and pursuant to the exercise of
stock options.
NOTE 6. LITIGATION
In August 1999, the Company reached a settlement of the two
previously-described lawsuits related to labor issues in Saipan. The settlement
involves both a monetary payment which had no material impact on
7
<PAGE>
CUTTER & BUCK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
the Company's financial position or results of operations, and a monitoring
component which requires all future Company contracts for the manufacture of
garments in Saipan to include a requirement that the manufacturer maintain
compliance with certain minimum workplace and living standards. The settlement
of the federal court action is subject to court approval applicable to class
actions of this nature. No hearing has been set to date.
The Company is also a party to routine litigation incidental to its
business. Management believes the ultimate resolution of these routine matters
will not have a material adverse effect on its financial position and results of
operations.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
STATEMENTS MADE IN THIS FILING THAT ARE NOT HISTORICAL FACTS ARE FORWARD
LOOKING INFORMATION THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS TYPICALLY ARE IDENTIFIED BY THE USE OF SUCH TERMS AS "MAY," "WILL,"
"EXPECT," "BELIEVE," "ANTICIPATE," "ESTIMATE," "PLAN" AND SIMILAR WORDS,
ALTHOUGH SOME FORWARD-LOOKING STATEMENTS ARE EXPRESSED DIFFERENTLY. YOU SHOULD
BE AWARE THAT OUR ACTUAL GROWTH AND RESULTS COULD DIFFER MATERIALLY FROM THOSE
CONTAINED IN THE FORWARD-LOOKING STATEMENTS DUE TO A NUMBER OF FACTORS, WHICH
INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: VOLATILITY OF THE APPAREL
INDUSTRY; UNEXPECTED CHANGES IN FASHION TRENDS; PRIOR SEASON INVENTORIES;
COMPETITION; DEPENDENCE ON KEY PERSONNEL; THE COMPANY'S INABILITY TO EFFECTIVELY
INCREASE AND MANAGE ITS SALES FORCE; RELIANCE ON CONTRACTORS AND FOREIGN
SOURCING AND IMPORT RESTRICTIONS.
OVERVIEW
Cutter & Buck is a lifestyle brand with broad demographic appeal, targeted
to men and women who seek updated classic American styles inspired by golf and
our Pacific Northwest heritage. We sell our distinctive sportswear and outerwear
products primarily through golf pro shops and resorts, corporate sales accounts
and better specialty stores.
We have grown sales in our three primary channels of distribution over the
last five years through an increase in the number of accounts and an increase in
the average annual net sales per account. The increase in the number of accounts
is primarily due to the growth in the size of our direct sales force. We have
increased average annual net sales per account by offering more product styles
and increasing the average annual net sales per style. We believe the increased
purchasing levels by our customers also reflect strong cooperative working
relationships in the area of fixturing and merchandising our coordinated product
line, and growing consumer recognition of our brand. We recognize revenue at the
time the product is shipped to the account, and there is no right to return
other than for defective products.
As our sales volume has increased, we have continued to invest in management
and systems, to strengthen our sales and marketing effort and to negotiate
improved cost arrangements with our suppliers through economies of scale. We
have also expanded our customer support, embroidery services and distribution
center operations. While these actions have resulted in an increase in operating
expenses as a percentage of net sales, we have continued to experience
improvements in gross margin.
We introduced a women's apparel line in summer 1998. We sell our women's
line through our existing channels of distribution and expect to make women's
wear an increasingly important part of our business in each of our distribution
channels. We opened our flagship store in October 1998 in Seattle, Washington
and recently signed leases for two additional stores in Denver, Colorado and
Orlando, Florida. We expect to open the Denver store in late September 1999 and
the Orlando store in mid November 1999. We will seek to open a limited number of
additional stores in selected metropolitan markets during the remainder of
fiscal 2000 and beyond.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 1999 COMPARED WITH THREE MONTHS ENDED JULY 31, 1998
NET SALES During the first quarter of fiscal 2000 net sales increased $11.4
million or 64.3% to $29.2 million from $17.8 million in the same period in the
prior year. The detail of net sales by distribution channel is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31, 1998
-------------------- PERCENT
1998 1999 INCREASE CHANGE
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
IN MILLIONS, EXCEPT PERCENT CHANGE
Golf................................................................... $ 9,268 $ 13,126 $ 3,858 41.6%
Corporate.............................................................. 5,824 10,216 4,392 75.4
Specialty stores....................................................... 1,580 2,945 1,365 86.4
Other.................................................................. 1,091 2,902 1,811 166.0
--------- --------- ----------- -----
$ 17,763 $ 29,189 $ 11,426 64.3%
--------- --------- ----------- -----
--------- --------- ----------- -----
</TABLE>
9
<PAGE>
The $3.9 million increase in net sales to the golf distribution channel in
the first quarter of fiscal 2000 represented approximately 33.8% of the total
increase in net sales for the quarter. The growth in net sales to the golf
distribution channel is primarily attributable to an increase in the number of
golf pro shops purchasing Cutter & Buck products, an increase in the average
annual net sales per golf pro shop and increasing brand awareness. The increase
in the number of our golf pro shop customers is primarily due to the growth in
the size of our golf pro shop sales force that exclusively sell Cutter & Buck
products. Net sales through our European subsidiaries, which are included in the
golf distribution channel figures, increased $.4 million, or approximately
28.2%, to $1.6 million in the first quarter of fiscal 2000.
Net sales through the corporate distribution channel increased $4.4 million,
or approximately 75.4%, to $10.2 million in the first quarter of fiscal 2000
from $5.8 million in the first quarter of fiscal 1999. The increase in the first
quarter of fiscal 2000 represented approximately 38.4% of the total increase in
net sales for the quarter. This increase is primarily attributable to the
increased size and effectiveness of our exclusive sales force, the increase in
our styles and inventory levels of our CLASSICS products, improved relationships
with a greater number of promotional products companies that resell Cutter &
Buck apparel to large corporate accounts and our growing brand strength.
Specialty store sales increased $1.4 million or approximately 86.4% to $2.9
million in the first quarter of fiscal 2000 representing approximately 10.1% of
our net sales in the quarter, an increase from 8.9% in the same period in the
prior year. Sales to other distribution channels, including liquidation,
company-owned retail and international distributors, increased from $1.1 million
or 6.1% of net sales in the first quarter of fiscal 1999 to $2.9 million or 9.9%
of net sales in the first quarter of fiscal 2000. We anticipate continued sales
growth in each of our three primary distribution channels in fiscal 2000, with
the corporate sales channel expected to achieve the largest percentage increase
in net sales.
COST OF SALES In the first quarter of fiscal 2000, our cost of sales was
56.2% of net sales, compared to 57.1% in the first quarter of fiscal 1999. The
decrease during the first quarter of fiscal 2000 was primarily due to higher
production volumes which has given us increased negotiating leverage to purchase
product at lower unit costs and the ability to expand our international
sourcing. In addition, we benefited from lower unit embroidery costs achieved by
our in-house embroidery operations. The reduction in the cost of sales
percentage resulting from these factors was partially offset by off-channel
liquidation sales during the quarter.
DESIGN AND PRODUCTION EXPENSES Design and production expenses increased by
$0.2 million, or 33.6%, to $0.8 million in the first quarter of fiscal 2000 from
$0.6 million in the first quarter of fiscal 1999, but decreased as a percentage
of net sales to 2.8% in the first quarter of fiscal 2000 from 3.4% in the first
quarter of fiscal 1999. The dollar increase was primarily attributable to
increased management and staffing costs associated with the addition of a
women's line and the golf shoe product extension, increased embroidery design
costs for the golf and corporate distribution channels and increased expenses
associated with our efforts to further diversify and monitor product sourcing.
These increases were more than offset by the benefits of higher sales volume
which resulted in an overall reduction in design and production costs as a
percentage of sales in the first quarter of fiscal 2000 compared to the first
quarter of fiscal 1999.
SELLING AND SHIPPING EXPENSES Selling and shipping expenses increased by
$3.4 million, or 83.3%, to $7.4 million in the first quarter of fiscal 2000 from
$4 million in the same period in the prior year, and increased as a percentage
of net sales to 25.3% in the first quarter of fiscal 2000 from 22.7% in the
first quarter of fiscal 1999. The increase was primarily attributable to
increased salaries and commissions, management and marketing expenses and
additional direct overhead costs of the warehouse operation associated with
increased sales volumes and higher levels of inventory. The store level
operating expenses associated with the new company-owned retail store in
Seattle, Washington also contributed to increased selling and handling expenses
during the first quarter of fiscal 2000.
10
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses
increased by $0.9 million, or 47.3%, to $2.7 million in the first quarter of
fiscal 2000 from $1.8 million in the first quarter of fiscal 1999, but decreased
as a percentage of net sales to 9.2% in the first quarter of fiscal 2000 from
10.3% in the first quarter of fiscal 1999. The dollar increase during the first
quarter of fiscal 2000 was primarily due to increased management, staffing and
facilities costs in support of our growth, including a team hired to manage our
retail operations and a director of e-business development. The increased
general and administrative expenses in fiscal 2000 also reflected increased
depreciation expense associated with IT initiatives and corporate facilities.
Since these expenses grew at a slower rate than the growth in sales, general and
administrative expenses decreased as a percentage of net sales.
OPERATING INCOME As a result of the above items, operating income increased
by $0.7 million, or 64.1%, to $1.9 million in the first quarter of fiscal 2000
from $1.2 million in the first quarter of fiscal 1999. Operating income as a
percentage of net sales remained consistent at 6.5% in the first quarter of
fiscal 2000 when compared to the first quarter of fiscal 1999.
INCOME TAXES We recorded $0.6 million of income tax expense in the first
quarter of fiscal 2000 compared to $0.4 million in the first quarter of fiscal
1999 reflecting the increase in the profitability of the Company. Income taxes
for the first quarter of fiscal 2000 and 1999 are at an effective rate of 36%.
LIQUIDITY AND CAPITAL RESOURCES
Our primary need for funds is to finance working capital to support growth
and to fund capital expenditures relating to Company-owned retail stores and the
new distribution center.
Net cash used in operating activities for the three months ended July 31,
1999 was $3.3 million compared to cash generated of $2 million for the three
months ended July 31, 1998. This resulted primarily from increases in inventory
of $6.7 million and payments of accounts payable, accrued liabilities and income
taxes payable of $4.3 million. This was partially offset by profitable
operations, depreciation and amortization and a seasonal reduction in accounts
receivable. Approximately $3.2 million of the increase in inventory relates to
fall 99 FASHION merchandise, $2.6 million relates to our CLASSICS merchandise,
and the remaining $0.9 million relates to footwear, embroidery work in process
and increased inventory in Europe. We expect to build inventory levels through
December 1999 to support anticipated sales growth and as part of our year 2000
contingency plans before beginning to work levels down during the last four
months of fiscal 2000. Net cash provided by operations during the first quarter
of fiscal 1999 was primarily attributed to profitable operations, depreciation
and amortization, collections of accounts receivable and increases in accounts
payable and accrued liabilities. This was partially offset by an increase in
inventory of $3 million and payments of income taxes payable.
Net cash used in investing activities was $1.7 million in the first three
months of fiscal 2000. Capital expenditures during the first three months of
fiscal 2000 included $775,000 for in-store fixtures, concept shops and a new
trade show booth, $210,000 for equipment and leasehold improvements associated
with company-owned retail specialty stores, $350,000 for computer hardware and
software and $365,000 for leasehold improvements, and other furniture and
equipment. In the first quarter of fiscal 1999, net cash used in investing
activities was $0.7 million. This was primarily related to increased investment
in furniture and equipment.
Net cash provided by financing activities for the three months ended July
31, 1999 was $16.2 million compared to $1.2 million during the three months
ended July 31, 1998. During the three months ended July 31, 1999, the Company
generated $25.4 million through the sale of common stock, the exercise of stock
options and the purchase of common stock under the employee stock purchase plan.
This was partially offset by the payment of $9.5 million of short-term
borrowings.
11
<PAGE>
On August 3, 1999 the Company sold an additional 255,000 shares of common
stock pursuant to the underwriters over-allotment option. Proceeds to the
Company, net of underwriting discounts and commissions and estimated offering
expenses of $444,800 was $3,635,200.
We are a party to a loan agreement with Washington Mutual Bank d/b/a Western
Bank for a $40 million line of credit. Our Dutch subsidiary, Cutter & Buck
(Europe) B.V., is a party to a loan agreement with Cooperatieve Rabobank
"Huizen" B.A., or Rabobank, for a $3.4 million line of credit. Both of these
lines of credit are more fully described in footnote four to the Company's
financial statements on page seven hereof.
YEAR 2000
We recognize the need to ensure that our systems, applications and hardware
will recognize and process transactions for the year 2000 and beyond. We have
developed and are implementing a company-wide plan which includes identifying
all significant issues related to the impact of year 2000 on our internal
systems, testing these systems and addressing deficiencies before October 31,
1999. We expect to successfully implement the systems and programming changes
necessary to address year 2000 issues with respect to our internal systems and
believe that the total cost of such actions will not exceed $100,000. We
estimate we are approximately 90% complete with this effort and all costs
incurred to date have been expensed. Due to the nature of our business, our
operations generally do not include significant systems relying on embedded
technology such as microcontrollers which are difficult to evaluate and repair.
We have a fully integrated, real-time management information system
specifically designed for the apparel industry. The system runs on IBM's RISC
6000 hardware with an AIX operating system. We have received assurances from the
vendors for these systems that they are year 2000 compliant. We have completed
testing for these systems and have verified that these systems will continue to
function in the year 2000. We are in the process of conducting end-user business
applications testing and expect this testing to be completed by the end of
September 1999. Although we are not presently aware of any material operational
issues or costs associated with preparing our internal systems for the year
2000, there can be no assurance that there will not be a delay in, or increased
costs associated with, the implementation of the necessary systems and changes
to address all year 2000 issues.
We are in the process of identifying and working with our significant
suppliers, customers and financial institutions to ensure that those parties
have appropriate plans to remedy year 2000 issues when their systems may affect
our systems or otherwise impact operations. We have received assurances from the
majority of our significant suppliers, but cannot definitively determine that
all major suppliers will reach a year 2000-ready status that will ensure no
disruption of business. Although we have no reason to conclude that any specific
supplier represents a risk, the most reasonably likely worst-case scenario would
entail production disruption due to the inability of a number of our suppliers
to obtain raw materials or components, or encounter transportation or
communications problems affecting delivery of products to us. We are unable to
quantify such a scenario, but it could potentially materially harm our results
of our operations, liquidity or financial position. Our contingency plans for
suppliers and systems, which are still being developed, include increasing
inventory levels before January 1, 2000.
12
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August 1999, the Company reached a settlement of the two
previously-described lawsuits related to labor issues in Saipan. The settlement
involves both a monetary payment which had no material impact on the Company's
financial position or results of operations, and a monitoring component which
requires all future Company contracts for the manufacture of garments in Saipan
to include a requirement that the manufacturer maintain compliance with certain
minimum workplace and living standards. The settlement of the federal court
action is subject to court approval applicable to class actions of this nature.
No hearing has been set to date.
The Company is also a party to routine litigation incidental to its
business. Management believes the ultimate resolution of these routine matters
will not have a material adverse effect on its financial position and results of
operations.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None
b) Reports on Form 8-K
None
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.
<TABLE>
<S> <C> <C>
CUTTER & BUCK INC.
(Registrant)
By:
-----------------------------------------
Stephen S. Lowber
VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER
Dated: September , (PRINCIPAL FINANCIAL AND ACCOUNTING
1999 OFFICER)
</TABLE>
13
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<PAGE>
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