<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1999
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 0-26608
------------------------
CUTTER & BUCK INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
WASHINGTON 91-1474587
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
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
December 10, 1999 was 10,311,195.
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<PAGE>
CUTTER & BUCK INC.
Quarterly Report on Form 10-Q
For the Quarter Ended October 31, 1999
Index
<TABLE>
<S> <C> <C>
PAGE
--------
PART I--FINANCIAL INFORMATION
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................................... 9
PART II--OTHER INFORMATION
Item 1. Legal Proceedings........................................... 15
Item 2. Changes in Securities....................................... 15
Item 3. Defaults Upon Senior Securities............................. 15
Item 4. Submission of Matters to a Vote of Security Holders......... 15
Item 5. Other Information........................................... 15
Item 6. Exhibits and Reports on Form 8-K............................ 15
SIGNATURES.................................................................. 16
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Information
CUTTER & BUCK INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30, OCTOBER 31,
1999 1999
----------- ------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current Assets:
Cash...................................................... $ 4,760,259 $ 20,624,795
Accounts receivable, net of allowances for doubtful
accounts and returns of $1,726,191 at April 30, 1999 and
$1,918,869 at October 31, 1999.......................... 32,518,666 29,631,063
Inventories............................................... 28,620,774 35,309,341
Deferred income taxes..................................... 1,496,945 1,496,945
Prepaid expenses and other current assets................. 3,288,538 2,566,918
----------- ------------
Total current assets................................ 70,685,182 89,629,062
Furniture and equipment, net................................ 9,478,174 13,071,051
Deferred income taxes....................................... 127,715 127,715
Other assets................................................ 297,708 445,313
----------- ------------
Total assets........................................ $80,588,779 $103,273,141
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................................... $12,084,704 $ 2,910,698
Accounts payable.......................................... 6,807,324 6,214,168
Accrued liabilities....................................... 3,635,341 4,272,070
Income taxes payable...................................... 3,025,968 2,345,039
Current portion of capital lease obligations & long-term
debt...................................................... 220,546 943,304
----------- ------------
Total current liabilities........................... 25,773,883 16,685,279
Capital lease obligations................................... 907,260 792,829
Long-term debt.............................................. 5,000,000 4,285,714
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
10,321,456 at October 31, 1999.......................... 32,998,010 62,361,215
Deferred compensation..................................... (107,340) (316,420)
Retained earnings......................................... 16,175,865 19,644,675
Accumulated other comprehensive loss...................... (158,899) (180,151)
----------- ------------
Total shareholders' equity.......................... 48,907,636 81,509,319
----------- ------------
Total liabilities and shareholders' equity.......... $80,588,779 $103,273,141
=========== ============
</TABLE>
See accompanying notes.
3
<PAGE>
CUTTER & BUCK INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales................................. $25,993,442 $36,890,403 $43,756,937 $66,079,564
Cost of sales............................. 15,054,145 20,740,628 25,205,330 37,157,950
----------- ----------- ----------- -----------
Gross profit.............................. 10,939,297 16,149,775 18,551,607 28,921,614
Operating expenses:
Design and production................... 858,624 878,526 1,460,552 1,682,421
Selling and shipping.................... 5,296,162 8,567,053 9,284,906 16,040,972
General and administrative.............. 2,238,337 2,964,095 4,099,560 5,554,385
----------- ----------- ----------- -----------
Total operating expenses.............. 8,393,123 12,409,674 14,845,018 23,277,778
----------- ----------- ----------- -----------
Operating income.......................... 2,546,174 3,740,101 3,706,589 5,643,836
Other income (expense):
Factor commission and interest expense,
of interest income.................... (45,499) (6,042) (45,532) (305,189)
License and royalty income,
net of other expense.................. 93,732 60,870 174,503 81,363
----------- ----------- ----------- -----------
Total other income (expense).......... 48,233 54,828 128,971 (223,826)
----------- ----------- ----------- -----------
Income before income taxes................ 2,594,407 3,794,929 3,835,560 5,420,010
Income taxes.............................. 930,000 1,366,200 1,377,000 1,951,200
----------- ----------- ----------- -----------
Net income................................ $ 1,664,407 $ 2,428,729 $ 2,458,560 $ 3,468,810
=========== =========== =========== ===========
Basic earnings per share.................. $ 0.20 $ 0.24 $ 0.30 $ 0.37
----------- ----------- ----------- -----------
Diluted earnings per share................ $ 0.20 $ 0.23 $ 0.29 $ 0.36
----------- ----------- ----------- -----------
Shares used in computation of:
Basic earnings per share................ 8,256,273 10,305,483 8,129,604 9,340,121
=========== =========== =========== ===========
Diluted earnings per share.............. 8,521,581 10,500,273 8,501,688 9,577,488
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
CUTTER & BUCK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------
OCTOBER 31, OCTOBER 31,
1998 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income.................................................. $2,458,560 $ 3,468,810
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization........................... 943,026 1,770,738
Amortization of deferred compensation................... 42,936
Changes in assets and liabilities:
Receivables, net...................................... 1,094,975 2,869,721
Inventories........................................... (5,414,384) (6,731,215)
Prepaid expenses and other current assets............. (970,549) 714,035
Accounts payable and accrued liabilities.............. 284,171 62,042
Income taxes payable.................................. (668,036) (680,929)
---------- -----------
Net cash provided by (used in) operating activities......... (2,272,237) 1,516,138
INVESTING ACTIVITIES
Purchases of furniture and equipment........................ (2,343,314) (5,309,812)
Increase in trademarks, patents and marketing rights........ (111,145) (147,950)
---------- -----------
Net cash used in investing activities....................... (2,454,459) (5,457,762)
FINANCING ACTIVITIES
Net proceeds from (repayments of) short term borrowings..... 532,617 (9,135,885)
Principal payments under capital lease obligations.......... (108,238) (162,347)
Net decrease in advances from factor........................ (52,989) --
Issuance of common stock.................................... 1,691,412 29,111,189
---------- -----------
Net cash provided by financing activities................... 2,062,802 19,812,957
Effects of foreign exchange rate changes on cash............ 129,508 (6,797)
---------- -----------
Net increase (decrease) in cash............................. (2,534,386) 15,864,536
Cash, beginning of period................................... 7,589,731 4,760,259
---------- -----------
Cash, end of period......................................... $5,055,345 $20,624,795
========== ===========
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest.................... $ 170,245 $ 243,113
========== ===========
Cash paid during the period for income taxes................ $2,045,036 $ 2,632,129
========== ===========
Noncash financing and investing activities:
Equipment acquired with capital leases.................... $ 568,850 $ 56,388
========== ===========
Deferred compensation for the issuance of restricted
stock................................................... $ 171,744 $ 252,016
========== ===========
</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 six months ended October 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 SIX MONTHS ENDED
OCTOBER 31, OCTOBER 31,
------------------------ -----------------------
1998 1999 1998 1999
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Numerator for basic and diluted earnings
per share--net income.................... 1,664,407 $ 2,428,729 $2,458,560 $3,468,810
---------- ----------- ---------- ----------
Denominator:
Denominator for basic earnings per share--
weighted average common shares........... 8,256,273 10,305,483 8,129,604 9,340,121
Effect of dilutive securities stock
options.................................... 265,308 194,790 372,084 237,367
---------- ----------- ---------- ----------
Denominator for diluted earnings per
share.................................... 8,521,581 10,500,273 8,501,688 9,577,488
---------- ----------- ---------- ----------
Basic earnings per share..................... $ 0.20 $ 0.24 $ 0.30 $ 0.37
Diluted earnings per share................... $ 0.20 $ 0.23 $ 0.29 $ 0.36
</TABLE>
NOTE 3. COMPREHENSIVE INCOME
The components of the Company's total comprehensive income were:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
OCTOBER 31, OCTOBER 31,
----------------------- -----------------------
1998 1999 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income.................................... $1,664,407 $2,428,729 $2,458,560 $3,468,810
Foreign currency translation adjustments...... 119,734 (40,255) 129,508 (21,252)
---------- ---------- ---------- ----------
Comprehensive income.......................... $1,784,141 $2,388,474 $2,588,068 $3,447,558
========== ========== ========== ==========
</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 the Prime rate or the LIBOR rate plus 2%, each as
defined in the loan agreement, at the borrower's election. 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 and a maximum annual capital expenditure limit. The
Company was in compliance with these covenants at October 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 October 31, 1999,
letters of credit outstanding against this line of credit totaled $20,171,160
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. In October 1999, the line of credit was increased
to $4.4 million. 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
October 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
$4.4 million and subordination of $2.7 million of intercompany debt. At
October 31, 1999, letters of credit outstanding against this line of credit
totaled $689,742 and working capital advances totaled $2,910,698.
The Company also has a $5 million term credit facility with Western Bank. As
of October 31, 1999 $5 million had been advanced against the term credit
facility. The term loan bears interest at a fixed annual 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. 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, net of underwriting discounts and
commissions and estimated offering expenses totaling $2,462,760, amounted to
$28,817,240.
In addition to these shares sold to the public, the Company sold 36,695
shares under its employee stock purchase plan and pursuant to the exercise of
stock options.
On August 13, 1999, the Company granted 17,525 shares under its Restricted
Stock Plan. The Company has recorded deferred compensation of $252,016 relating
to this grant.
7
<PAGE>
CUTTER & BUCK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 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 party to routine litigation incidental to its business.
Management believes the ultimate resolution of these 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: STYLE CHANGES AND PRODUCT ACCEPTANCE,
RELATIONS WITH SUPPLIERS AND INDEPENDENT SALES REPRESENTATIVES, THE ABILITY OF
THE COMPANY TO CONTROL COSTS AND EXPENSES, THE ABILITY OF THE COMPANY TO CARRY
OUT SUCCESSFUL DESIGN AND PLANNED PRODUCT AND BRAND MESSAGING/EXTENSION
ACTIVITIES AND TO PENETRATE ITS CHOSEN DISTRIBUTION CHANNELS, COMPETITION,
FOREIGN CURRENCY RISKS, RISKS ASSOCIATED WITH OPENING AND OPERATING RETAIL
LOCATIONS, THE ABILITY OF THE COMPANY TO TIMELY IMPLEMENT THE NEW WAREHOUSE
MANAGEMENT SYSTEM, TECHNOLOGICAL CHANGE, THE SUCCESSFUL IMPLEMENTATION OF THE
COMPANY'S YEAR 2000 COMPLIANCE INITIATIVE, POLITICAL AND TRADE RELATIONS AND
GENERAL ECONOMIC CONDITIONS.
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 opened three additional stores in Denver, Orlando and Mission
Viejo. We signed leases to open another store in Las Vegas. We will continue to
seek to open a limited number of additional stores in selected metropolitan
markets during the year 2000 and beyond.
9
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1999 COMPARED WITH THREE MONTHS ENDED
OCTOBER 31, 1998
NET SALES During the second quarter of fiscal 2000 net sales increased
$10.9 million or 41.9% to $36.9 million from $26.0 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
OCTOBER 31,
------------------------------------------
PERCENT
1998 1999 INCREASE CHANGE
-------- -------- --------- --------
<S> <C> <C> <C> <C>
IN THOUSANDS, EXCEPT PERCENT CHANGE
Golf................................................. $14,041 $17,277 $ 3,236 23.0%
Corporate............................................ 7,718 12,988 5,270 68.3
Specialty stores..................................... 3,498 4,399 901 25.8
Other................................................ 736 2,226 1,490 202.0
------- ------- ------- -----
$25,993 $36,890 $10,897 41.9%
======= ======= ======= =====
</TABLE>
The $3.2 million increase in net sales to the golf distribution channel in
the second quarter of fiscal 2000 represented approximately 29.7% 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 sells Cutter & Buck
products. Net sales through our European subsidiaries, which are included in the
golf distribution channel figures, increased $.2 million, or approximately
20.2%, to $1.3 million in the second quarter of fiscal 2000.
Net sales through the corporate distribution channel increased
$5.3 million, or approximately 68.3%, to $13.0 million in the second quarter of
fiscal 2000 from $7.7 million in the second quarter of fiscal 1999. The increase
in the second quarter of fiscal 2000 represented approximately 48.4% 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 the number of 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 $0.9 million or approximately 25.8% to
$4.4 million in the second quarter of fiscal 2000 representing approximately
11.9% of our net sales in the quarter. Sales to other distribution channels,
including liquidation and company-owned retail, increased from $0.7 million or
2.8% of net sales in the second quarter of fiscal 1999 to $2.2 million or 6.0%
of net sales in the second quarter of fiscal 2000. We anticipate continued sales
growth in each of our three primary distribution channels for the remainder of
fiscal 2000, with the corporate sales channel expected to achieve the largest
percentage increase in net sales.
COST OF SALES In the second quarter of fiscal 2000, our cost of sales was
56.2% of net sales, compared to 57.9% in the second quarter of fiscal 1999. The
decrease during the second quarter of fiscal 2000 was primarily due to higher
production volumes which has given us the ability to expand our international
sourcing and increased our negotiating leverage to purchase product at lower
unit costs. In addition, we benefited from lower unit embroidery costs achieved
by our in-house embroidery operations.
DESIGN AND PRODUCTION EXPENSES Design and production expenses were up
slightly in the second quarter of fiscal 2000 compared to the second quarter of
fiscal 1999, but decreased as a percentage of net sales to 2.4% in the second
quarter of fiscal 2000 from 3.3% in the second quarter of fiscal 1999. These
expenses would have exceeded the prior year amount but remained consistent due
to the initial design
10
<PAGE>
costs associated with the launch of the golf footwear line which occurred during
the second quarter of fiscal 1999.
SELLING AND SHIPPING EXPENSES Selling and shipping expenses increased by
$3.3 million, or 61.8%, to $8.6 million in the second quarter of fiscal 2000
from $5.3 million in the same period in the prior year, and increased as a
percentage of net sales to 23.2% in the second quarter of fiscal 2000 from 20.4%
in the second quarter of fiscal 1999. The increase was primarily attributable to
increased salaries and commissions, travel expense and sales samples expense
associated with a larger sales force and increased customer service staffing,
trade advertising and fixturing, and trade show costs associated with higher
sales volume. Additionally, there were increases in warehouse staffing expense,
facilities costs and packaging supplies costs directly associated with the
Company's increased sales volumes and higher levels of inventory. The retail
operating expenses associated with the company-owned retail stores are also
included in selling and shipping expenses.
GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses
increased by $0.7 million, or 32.4%, to $3.0 million in the second quarter of
fiscal 2000 from $2.2 million in the second quarter of fiscal 1999, but
decreased as a percentage of net sales to 8.0% in the second quarter of fiscal
2000 from 8.6% in the second quarter of fiscal 1999. The dollar increase during
the second quarter of fiscal 2000 was primarily due to increased management and
staffing, 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
information technology 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 $1.2 million, or 46.9%, to $3.7 million in the second quarter of fiscal 2000
from $2.5 million in the second quarter of fiscal 1999. Operating income as a
percentage of net sales increased from 9.8% in the second quarter of fiscal 1999
to 10.1% in the second quarter of fiscal 2000.
INCOME TAXES We recorded $1.4 million of income tax expense in the second
quarter of fiscal 2000 compared to $0.9 million in the second quarter of fiscal
1999 reflecting the increase in the profitability of the Company. Income taxes
for the second quarter of fiscal 2000 and 1999 are recorded at an effective rate
of 36%.
RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999 COMPARED WITH SIX MONTHS ENDED
OCTOBER 31, 1998
NET SALES During fiscal 2000 net sales for the six months ended
October 31, 1999 increased $22.3 million or 51.0% to $66.1 million from
$43.8 million in the same period in the prior year. The detail of net sales by
distribution channel is as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
OCTOBER 31,
------------------------------------------
PERCENT
1998 1999 INCREASE CHANGE
-------- -------- --------- --------
<S> <C> <C> <C> <C>
IN THOUSANDS, EXCEPT PERCENT CHANGE
Golf................................................. $23,711 $31,202 $ 7,491 31.6%
Corporate............................................ 13,542 23,204 9,662 71.3
Specialty stores..................................... 5,078 7,344 2,266 44.6
Other................................................ 1,426 4,330 2,904 203.6
------- ------- ------- -----
$43,757 $66,080 $22,323 51.0%
======= ======= ======= =====
</TABLE>
11
<PAGE>
The $7.5 million increase in net sales to the golf distribution channel for
the six months ended October 31, 1999 represented approximately 33.6% of the
total increase in net sales when compared to the six months ended October 31,
1998. 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 sells Cutter & Buck products. Net sales through our
European subsidiaries, which are included in the golf distribution channel
figures, increased $.6 million, or approximately 24.5%, to $2.9 million for the
six months ended October 31, 2000.
Net sales through the corporate distribution channel increased
$9.7 million, or approximately 71.3%, to $23.2 million for the six months ended
October 31, 1999 from $13.5 million for the six months ended October 31, 1998.
The increase in fiscal 2000 represented approximately 43.3% 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 the number of 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 $2.3 million or approximately 44.6% to
$7.3 million for the six months ended October 31, 1999, representing
approximately 11.1% of our net sales for the year. Sales to other distribution
channels, including liquidation and company-owned retail, increased from
$1.4 million or 3.3% of net sales for the six months ended October 31, 1998 to
$4.3 million or 6.6% of net sales for the six months ended October 31, 1999. We
anticipate continued sales growth in each of our three primary distribution
channels for the remainder of fiscal 2000, with the corporate sales channel
expected to achieve the largest percentage increase in net sales.
COST OF SALES For the six months ended October 31, 1999, our cost of sales
was 56.2% of net sales, compared to 57.6% for the six months ended October 31,
1998. The decrease during fiscal 2000 was primarily due to higher production
volumes which has given us the ability to expand our international sourcing and
increased our negotiating leverage to purchase product at lower uint costs. In
addition, we benefited from lower unit embroidery costs achieved by our in-house
embroidery operations.
DESIGN AND PRODUCTION EXPENSES Design and production expenses increased
from $1.5 million for the six months ended October 31, 1998 to $1.7 million for
the six months ended October 31, 1999, but decreased as a percentage of net
sales to 2.5% for the six months ended October 31, 1999 from 3.3% for the six
months ended October 31, 1998. 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 during the six months ended October 31, 1999 compared to the
six months ended October 31, 1998.
SELLING AND SHIPPING EXPENSES Selling and shipping expenses increased from
$9.3 million for the six months ended October 31, 1998 to $16 million for the
six months ended October 31, 1999, and increased as a percentage of net sales to
24.3% for the six months ended October 31, 1999 from 21.2% for the six months
ended October 31, 1998. The increase was primarily attributable to increased
salaries and commissions, travel expense and sales samples expense associated
with a larger sales force and increased customer service staffing, trade
advertising and fixturing, and trade show costs associated with higher sales
volume. Additionally, there were increases in warehouse staffing expense,
facilities costs and packaging supplies costs directly associated with the
Company's increased sales volumes and higher levels of inventory. The retail
operating expenses associated with the company-owned retail stores are also
included in selling and shipping expenses and also contributed to the increase
in selling and shipping expenses.
12
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses
increased by $1.5 million, or 35.5%, to $5.6 million for the six months ended
October 31, 1999 from $4.1 million for the six months ended October 31, 1998,
but decreased as a percentage of net sales to 8.4% for the six months ended
October 31, 1999 from 9.4% for the six months ended October 31, 1998.
The dollar increase during the six months ended October 31, 1999 was
primarily due to increased management and staffing, including a team hired to
manage our retail operations and a director of e-business development and
increased depreciation expense associated with information technology
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 $1.9 million, or 52.3%, to $5.6 million for the six months ended October 31,
1999 from $3.7 million for the six months ended October 31, 1998. Operating
income as a percentage of net sales amounted to 8.5% for the six months ended
October 31, 1999 which was unchanged from the six months ended October 31, 1998.
INCOME TAXES We recorded $2 million of income tax expense for the six
months ended October 31, 1999 compared to $1.4 million for the six months ended
October 31, 1998 reflecting the increase in the profitability of the Company.
Income taxes for the six months ended October 31, 1999 and 1998 are recorded at
an effective rate of 36%.
LIQUIDITY AND CAPITAL RESOURCES
Our primary need for funds is to finance increased working capital to
support sales growth and to fund capital expenditures including Company-owned
retail stores and the new distribution center.
Net cash provided by operating activities for the six months ended
October 31, 1999 was $1.5 million compared to net cash used in operations of
$2.3 million for the six months ended October 31, 1998. This resulted primarily
from profitable operations, a reduction in accounts receivable of $2.9 million,
decreases in prepaid expenses and other currents assets and depreciation and
amortization. These were partially offset by increases in inventory of
$6.7 million and income tax payments. Approximately $3.1 million of the increase
in inventory relates to FASHION merchandise, $1.1 million relates to our
CLASSICS merchandise, and the remaining $2.5 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 decrease
inventory levels during the last four months of fiscal 2000. For the six months
ended October 31, 1998, cash was primarily provided by net income and by a net
decrease in accounts receivable of $1.1 million. These were offset by an
increase in inventory of $5.4 million and an increase in prepaid expenses of
$1 million. The increase in inventory primarily relates to planned sales volume
in the third quarter and the necessity of carrying sufficent levels of inventory
with multi-season appeal to service the corporate sales channel and other
expedited business.
Net cash used in investing activities was $5.5 millions for the six months
ended October 31, 1999. Capital expenditures this period included $1.7 million
for in-store fixtures, concept shops and a new PGA merchandise tent,
$1.7 million for equipment and leasehold improvements associated with Company-
owned retail specialty stores, $.7 million for the new distribution center and
$1.2 million for computer hardware and software, leasehold improvements, and
other furniture and equipment. Net cash used in investing activities was
$2.5 million for the six months ended October 31, 1998 and was primarily
attributable to investments in warehouse leasehold improvements and equipment
totaling $.3 million, in-store fixtures of $.8 million, $.6 million for
equipment and leasehold improvements associated with Company-owned retail
specialty stores and $.8 million for computer hardware and software, leasehold
improvements, and other furniture and equipment.
13
<PAGE>
Net cash provided by financing activities for the six months ended
October 31, 1999 was $19.8 million compared to $2.1 million during the six
months ended October 31, 1998. During the six months ended October 31, 1999, the
Company generated $29.1 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 net payment of $9.1 million of
short-term borrowings and $.2 million in capital lease payments.
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 $4.4 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 believe
we have identified all significant issues related to the impact of year 2000 on
our internal systems. We have addressed these deficiencies through upgrades,
replacements and other remediation. To date, the cost of such actions has not
exceeded $100,000 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 an 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. 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 any additional systems and changes
to address all year 2000 issues.
We have worked 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 have been developed and
include increasing inventory levels before January 1, 2000.
14
<PAGE>
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 party to routine litigation incidental to its business.
Management believes the ultimate resolution of these 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
The Company's Annual Meeting of Shareholders was held on October 5, 1999.
Out of the Company's 10,032,475 shares of Common Stock entitled to vote at the
meeting, 9,295,650 were represented, either in person or by proxy.
Proposal Number 1 -- Election of Class II Directors
<TABLE>
<CAPTION>
Nominee For Against
- ------- --------- --------
<S> <C> <C>
Harvey N. Jones............................................. 9,041,482 254,168
Michael S. Brownfield....................................... 9,042,307 253,343
</TABLE>
Proposal Number 2 -- Adoption of the 1999 Nonemployee Director Stock
Incentive Plan
<TABLE>
<CAPTION>
Votes
---------
<S> <C>
For......................................................... 8,664,748
Against..................................................... 419,142
Withheld.................................................... 62,742
Broker Non-Votes............................................ 149,018
</TABLE>
Proposal Number 3 -- Ratification of Appointment of Auditors
<TABLE>
<CAPTION>
Votes
---------
<S> <C>
For......................................................... 9,259,512
Against..................................................... 8,099
Withheld.................................................... 28,039
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
None
b) Reports on Form 8-K
None
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<CAPTION>
<S> <C>
CUTTER & BUCK INC.
------------------------------------------------------
(Registrant)
Dated: December 15, 1999 By /s/ Stephen S. Lowber
------------------------------------------------------
Stephen S. Lowber
Vice-President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
16
<TABLE> <S> <C>
<PAGE>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 20,624,795
<SECURITIES> 0
<RECEIVABLES> 29,631,063
<ALLOWANCES> (1,918,869)
<INVENTORY> 35,309,341
<CURRENT-ASSETS> 89,629,062
<PP&E> 13,071,051
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<CURRENT-LIABILITIES> 16,685,279
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0
0
<COMMON> 62,361,215
<OTHER-SE> 19,148,104
<TOTAL-LIABILITY-AND-EQUITY> 103,273,141
<SALES> 66,079,564
<TOTAL-REVENUES> 66,079,564
<CGS> 37,157,950
<TOTAL-COSTS> 37,157,950
<OTHER-EXPENSES> 23,277,778
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<INTEREST-EXPENSE> (223,826)
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<INCOME-TAX> (1,951,200)
<INCOME-CONTINUING> 3,468,810
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<EPS-DILUTED> 0.36
</TABLE>
