<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 JULY 31, 2000
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
September 13, 2000 was 10,447,923.
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<PAGE>
CUTTER & BUCK INC.
Quarterly Report on Form 10-Q
For the Quarter Ended July 31, 2000
Index
<TABLE>
<S> <C> <C>
PAGE
--------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Condensed Consolidated Balance Sheets....................... 3
Condensed Consolidated Statements of Income................. 4
Condensed Consolidated Statements of Cash Flows............. 5
Notes to Condensed 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........................................... 12
Item 2. Changes in Securities and Use of Proceeds................... 12
Item 3. Defaults Upon Senior Securities............................. 12
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 5. Other Information........................................... 12
Item 6. Exhibits and Reports on Form 8-K............................ 12
SIGNATURES.................................................................. 13
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Information
CUTTER & BUCK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
2000 2000
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 7,366,612 $ 4,035,721
Accounts receivable, net of allowances for doubtful
accounts and returns of $2,351,024 at April 30, 2000 and
$2,459,708 at July 31, 2000............................. 50,462,713 41,740,662
Inventories............................................... 36,739,933 43,881,307
Deferred income taxes..................................... 2,178,165 2,178,165
Prepaid expenses and other current assets................. 3,447,789 3,605,141
------------ ------------
Total current assets.................................... 100,195,212 95,440,996
Furniture and equipment, net................................ 17,813,391 19,530,827
Deferred income taxes....................................... 136,090 136,090
Other assets................................................ 401,992 412,500
------------ ------------
Total assets............................................ $118,546,685 $115,520,413
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................................... $ 3,036,551 $ 3,231,628
Accounts payable.......................................... 12,086,335 10,489,675
Accrued liabilities....................................... 3,129,393 2,231,137
Income taxes payable...................................... 3,423,068 1,429,958
Current portion of capital lease obligations and long-term
debt.................................................... 1,418,828 1,397,219
------------ ------------
Total current liabilities............................... 23,094,175 18,779,617
Capital lease obligations, less current portion............. 2,259,505 2,122,511
Long-term debt, less current portion........................ 4,285,714 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;
10,344,672 issued and outstanding at April 30, 2000 and
10,447,923 at July 31, 2000............................. 62,645,047 63,378,665
Deferred compensation..................................... (210,484) (856,365)
Retained earnings......................................... 26,804,933 28,126,671
Accumulated other comprehensive loss...................... (332,205) (316,400)
------------ ------------
Total shareholders' equity.............................. 88,907,291 90,332,571
------------ ------------
Total liabilities and shareholders' equity.............. $118,546,685 $115,520,413
============ ============
</TABLE>
See accompanying notes.
3
<PAGE>
CUTTER & BUCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
JULY 31, JULY 31,
1999 2000
----------- -----------
<S> <C> <C>
Net sales................................................... $29,189,161 $39,029,110
Cost of sales............................................... 16,417,322 21,511,715
----------- -----------
Gross profit................................................ 12,771,839 17,517,395
Operating expenses:
Design and production..................................... 803,895 1,004,647
Selling and shipping...................................... 7,375,506 11,001,084
General and administrative................................ 2,688,703 3,268,314
----------- -----------
Total operating expenses................................ 10,868,104 15,274,045
----------- -----------
Operating income............................................ 1,903,735 2,243,350
Other income (expense):
Factor commission and interest expense, net of interest
income.................................................. (299,147) (233,873)
License and royalty income, net of other expense.......... 20,493 122,261
----------- -----------
Total other income (expense)............................ (278,654) (111,612)
----------- -----------
Income before income taxes.................................. 1,625,081 2,131,738
Income taxes................................................ 585,000 810,000
----------- -----------
Net income.................................................. $ 1,040,081 $ 1,321,738
=========== ===========
Basic earnings per share.................................. $ 0.12 $ 0.13
=========== ===========
Diluted earnings per share................................ $ 0.12 $ 0.13
=========== ===========
Shares used in computation of:
Basic earnings per share................................ 8,374,758 10,379,462
=========== ===========
Diluted earnings per share.............................. 8,654,702 10,452,683
=========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
CUTTER & BUCK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
JULY 31, JULY 31,
1999 2000
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income.................................................. $ 1,040,081 $ 1,321,738
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization............................. 1,039,524 1,236,534
Amortization of deferred compensation..................... 21,468 21,468
Changes in assets and liabilities:
Receivables, net........................................ 5,538,525 8,757,349
Inventories............................................. (6,746,945) (7,071,154)
Prepaid expenses and other current assets............... 168,098 (144,397)
Accounts payable and accrued liabilities................ (1,869,149) (2,522,410)
Income taxes payable.................................... (2,047,129) (1,993,110)
----------- -----------
Net cash used in operating activities....................... (2,855,527) (393,982)
INVESTING ACTIVITIES
Purchases of furniture and equipment........................ (1,668,490) (2,966,158)
Increase (decrease) in trademarks, patents and marketing
rights.................................................... 673 (9,622)
----------- -----------
Net cash used in investing activities....................... (1,667,817) (2,975,780)
FINANCING ACTIVITIES
Net proceeds from (repayments of) short term borrowings..... (9,465,513) 131,535
Principal payments under capital lease obligations.......... (80,093) (158,603)
Issuance of common stock.................................... 25,354,858 66,269
----------- -----------
Net cash provided by financing activities................... 15,809,252 39,201
Effects of foreign exchange rate changes on cash............ 1,121 (330)
----------- -----------
Net increase (decrease) in cash............................. 11,287,029 (3,330,891)
Cash and cash equivalents, beginning of period.............. 4,760,259 7,366,612
----------- -----------
Cash and cash equivalents, end of period.................... $16,047,288 $ 4,035,721
=========== ===========
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest.................. $ 243,113 $ 160,205
=========== ===========
Cash paid during the period for income taxes.............. $ 2,632,129 $ 2,803,110
=========== ===========
NONCASH FINANCING AND INVESTING ACTIVITIES:
Equipment acquired with capital leases.................... $ 56,388 $ 0
=========== ===========
Deferred compensation on the issuance of restricted
stock................................................... $ 0 $ 667,349
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
CUTTER & BUCK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by Cutter & Buck Inc. (the "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, 2000 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, 2000, 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,
----------------------------
1999 2000
------------ -------------
<S> <C> <C>
Numerator:
Numerator for basic and diluted earnings per share--
net income.............................................. $1,040,081 $ 1,321,738
========== ===========
Denominator:
Denominator for basic earnings per share--weighted average
common shares........................................... 8,374,758 10,379,462
Effect of dilutive securities stock options--weighted
average stock options................................... 279,944 73,221
---------- -----------
Denominator for diluted earnings per share.................. 8,654,702 10,452,683
========== ===========
Basic earnings per share.................................... $ 0.12 $ 0.13
Diluted earnings per share.................................. $ 0.12 $ 0.13
</TABLE>
NOTE 3. COMPREHENSIVE INCOME
The components of the Company's total comprehensive income were:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31,
----------------------------
1999 2000
----------- -----------
<S> <C> <C>
Net income.................................................. $1,040,081 $1,321,738
Foreign currency translation adjustments.................... 19,003 15,805
---------- ----------
Comprehensive income........................................ $1,059,084 $1,337,543
========== ==========
</TABLE>
6
<PAGE>
NOTE 4. DEBT
The Company had a $40 million line of credit with Washington Mutual Bank
d/b/a Western Bank ("Western Bank") which expired on August 1, 2000. The Company
renegotiated the line of credit and on July 28, 2000 entered into a new loan
agreement for a $55 million line of credit. The line of credit may be increased
to $65 million subject to the Company meeting certain performance criteria in
fiscal 2001. Western Bank has included Bank of America, N.A. in the arrangement
as co-lender. The revolving line of credit is to be used for general corporate
purposes. Interest on borrowings is charged and payable monthly at either the
Prime rate or the LIBOR rate plus 1.75%, each as defined in the loan agreement,
at the Company's election. The line of credit expires on August 1, 2002 and is
collateralized by a security interest in the Company's inventory, accounts
receivable, furniture and equipment, contract rights and general intangibles.
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 maximum capital expenditures. The Company was in compliance with these
covenants at July 31, 2000. At July 31, 2000, letters of credit outstanding
against this line of credit totaled approximately $19.1 million and there were
no working capital advances.
The Company's Dutch subsidiary entered into a loan agreement with
Cooperatieve Rabobank "Huizen" B.A. ("Rabobank") for a $4.0 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 (6.45% at July 31, 2000). 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
$3.0 million of intercompany debt. The line of credit expires on September 30,
2000. At July 31, 2000, letters of credit outstanding against this line of
credit totaled approximately $0.3 million and working capital advances totaled
approximately $3.2 million.
The Company also has a $5 million term credit facility with Western Bank. As
of July 31, 2000, $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 on August 1 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
The Company sold 19,176 shares under its employee stock purchase plan and
pursuant to the exercise of stock options.
On June 30, 2000, the Company granted an additional 84,075 shares under its
Restricted Stock Plan and recorded deferred compensation of approximately
$667,000 relating to this grant.
NOTE 6. INCOME TAXES
Income taxes are provided at an effective rate of 38%, which exceeds the
expected Federal statutory rate of 35%, primarily due to state income taxes.
NOTE 7. LITIGATION
The Company is 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.
7
<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.
FORWARD-LOOKING STATEMENTS REFLECT OUR CURRENT EXPECTATIONS AND ARE INHERENTLY
UNCERTAIN. YOU SHOULD BE AWARE THAT OUR ACTUAL GROWTH AND RESULTS COULD DIFFER
MATERIALLY FROM THOSE CONTAINED IN ANY 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, DEPENDENCE ON KEY PERSONNEL, FOREIGN CURRENCY RISKS,
RISKS ASSOCIATED WITH OPENING AND OPERATING RETAIL LOCATIONS, THE ABILITY OF THE
COMPANY TO TIMELY IMPLEMENT THE REMAINING PHASE OF THE WAREHOUSE MANAGEMENT
SYSTEM, TECHNOLOGICAL CHANGE, POLITICAL AND TRADE RELATIONS AND GENERAL ECONOMIC
CONDITIONS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS.
OVERVIEW
Cutter & Buck is a lifestyle brand with broad demographic appeal, targeted
to men and women who seek updated classic American styles with the latest
textile and fashion innovations. We sell our distinctive sportswear, fashion and
outerwear products primarily through golf pro shops and resorts, corporate
accounts, specialty retail and selected department stores, international, and
other channels including Company-owned retail stores.
We have grown sales in our three largest 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 our 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 efforts. We have also expanded
our customer support, embroidery services and distribution center operations.
These actions have resulted in an increase in operating expenses as a percentage
of net sales. With the increase in our sales volume, our negotiating leverage to
purchase product at lower unit costs has increased, and as a result we have
experienced improvements in gross margin.
Our flagship retail store is located in Seattle, Washington and we have six
additional stores in Denver, Mission Viejo, Orlando, Atlanta, Portland and Las
Vegas. We expect to open two to four stores in selected metropolitan markets
during the remainder of fiscal 2001.
8
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2000 COMPARED WITH THREE MONTHS ENDED JULY 31,
1999
NET SALES During the first quarter of fiscal 2001 net sales increased
$9.8 million or 33.7% to $39.0 million from $29.2 million in the same period of
the prior year. The detail of net sales by distribution channel is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31,
-----------------------------------------
PERCENT
1999 2000 INCREASE CHANGE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
IN THOUSANDS, EXCEPT PERCENT CHANGE
Golf.............................................. $11,537 $13,028 $1,491 12.9%
Corporate......................................... 10,208 15,369 5,161 50.6
Specialty retail.................................. 2,945 4,964 2,019 68.6
International..................................... 2,388 2,843 455 19.1
Other............................................. 2,111 2,825 714 33.8
------- ------- ------ ----
$29,189 $39,029 $9,840 33.7%
======= ======= ====== ====
</TABLE>
The $1.5 million increase in net sales to the golf distribution channel in
the first quarter of fiscal 2001 represented approximately 15.2% 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 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 the corporate distribution channel increased
$5.2 million, or approximately 50.6%, to $15.4 million in the first quarter of
fiscal 2001 from $10.2 million in the first quarter of fiscal 2000. The increase
in corporate sales during the first quarter of fiscal 2001 represented
approximately 52.4% of the total increase in net sales for the quarter. This
increase is primarily attributable to the increased size and effectiveness of
our corporate channel sales force, the number of product styles and maintaining
adequate inventory levels of our CLASSICS products, strengthened relationships
with the promotional products companies that resell Cutter & Buck apparel to
corporate accounts and our growing brand strength.
Specialty retail sales increased $2.0 million or approximately 68.6% to
$5.0 million in the first quarter of fiscal 2001 representing approximately
12.7% of our net sales in the quarter. This increase is primarily attributable
to the increase in the number of specialty stores purchasing Cutter & Buck
products and an increase in average net sales per specialty retail account.
International sales which include our wholly-owned European subsidiary,
distributors and licensees increased approximately $0.5 million. Sales to other
distribution channels, including liquidation and company-owned retail, increased
from $2.1 million in the first quarter of fiscal 2000 to $2.8 million in the
first quarter of fiscal 2001. However, as a percentage of net sales, sales to
other distribution channels remained constant at 7.2% for the first quarters of
fiscal 2000 and 2001.
COST OF SALES In the first quarter of fiscal 2001, our cost of sales was
55.1% of net sales, compared to 56.2% in the first quarter of fiscal 2000. The
resulting increase in gross margin as a percentage of net sales is due to higher
production volumes which has given us the ability to expand our international
sourcing and has enhanced our negotiating leverage to purchase product at lower
unit costs. Additionally, our sales mix has changed as a result of the growth in
sales from company-owned retail stores and increased sales in our women's line,
which both have higher margins.
DESIGN AND PRODUCTION EXPENSE Design and production expenses were up
approximately $0.2 million in the first quarter of fiscal 2001 compared to the
first quarter of fiscal 2000. Although design and
9
<PAGE>
production expenses increased, we were able to leverage these expenses over a
growing revenue base. These expenses therefore decreased as a percentage of net
sales from 2.8% in the first quarter of fiscal 2000 to 2.6% in the first quarter
of fiscal 2001. The dollar increase was primarily attributable to increased
management and staffing costs to support our expanding sportswear collection,
staffing and travel costs to support our offshore sourcing activities, and
increased embroidery development costs for the golf and corporate distribution
channels. 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 net sales during the first quarter of fiscal 2001 compared to
the first quarter of fiscal 2000.
SELLING AND SHIPPING EXPENSE Selling and shipping expenses increased by
$3.6 million, or 49.2%, to $11.0 million in the first quarter of fiscal 2001
from $7.4 million in the same period in the prior year, and increased as a
percentage of net sales to 28.2% from 25.3%. The increase in selling expenses
was attributable to increased salaries and commissions, increased customer
service staffing, trade advertising and fixturing, and trade show costs
associated with higher sales volume. The increase in shipping expenses was due
to increased warehouse staffing expense, facilities costs and packaging supplies
costs directly associated with the Company's increased sales volumes and higher
levels of inventory, including costs associated with the new distribution center
and implementation of the warehouse management system. The store level operating
expenses associated with the company-owned retail stores are also included in
selling and shipping expenses and reflect expenses associated with six retail
locations during the first quarter of fiscal 2001 compared to one in the first
quarter of fiscal 2000.
GENERAL AND ADMINISTRATIVE EXPENSE General and administrative expenses
increased by $0.6 million, or 21.6%, to $3.3 million in the first quarter of
fiscal 2001 from $2.7 million in the first quarter of fiscal 2000. Although
general and administrative expenses increased, we were able to leverage these
expenses as they decreased as a percentage of net sales from 9.2% in the first
quarter of fiscal 2000 to 8.4% in the first quarter of fiscal 2001. The dollar
increase during the first quarter of fiscal 2001 was due to increased management
and staffing, including a team hired to manage our retail operations and
e-business initiative, and increased depreciation and rent expense associated
with information technology initiatives and corporate facilities, and increased
insurance, travel and supplies expense. 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 $0.3 million, or 17.8%, to $2.2 million in the first quarter of fiscal 2001
from $1.9 million in the first quarter of fiscal 2000. Operating income as a
percentage of net sales decreased from 6.5% in the first quarter of fiscal 2000
to 5.7% in the first quarter of fiscal 2001.
INCOME TAXES We incurred approximately $0.8 million of income tax expense
in the first quarter of fiscal 2001 compared to $0.6 million in the first
quarter of fiscal 2000 reflecting the increase in the profitability of the
Company and the effective tax rate. Income taxes are recorded at an effective
rate of 36% and 38% for the first quarters of fiscal 2000 and fiscal 2001,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our primary need for funds is to finance increased working capital to
support sales growth and to fund capital expenditures.
Net cash used in operating activities for the three months ended July 31,
2000 was approximately $0.4 million compared to net cash used in operations of
approximately $2.9 million for the three months ended July 31, 1999. Net cash
used in operating activities for the three months ended July 31, 2000 resulted
from increases in inventory of $7.1 million, and payments of accounts payable,
accrued liabilities, and income taxes of $4.5 million. These increases were
partially offset by cash generated from profitable
10
<PAGE>
operations, a reduction in accounts receivable of $8.8 million and depreciation
and amortization. Approximately $5.0 million of the increase in inventory
relates to FASHION merchandise, $1.0 million relates to Europe, and the balance
of the increase relates primarily to embroidery work in process, our footwear
product category and retail store inventory. The overall increase in inventory
was designed to support our planned sales volume during fiscal 2001. For the
three months ended July 31, 1999, net cash used in operating activities resulted
from increases in inventory of $6.7 million, and payments of accounts payable,
accrued liabilities, and income taxes of $3.9 million. These increases were
partially offset by cash generated from profitable operations, depreciation and
amortization and a reduction in accounts receivable.
Net cash used in investing activities was approximately $3.0 million for the
three months ended July 31, 2000 and was primarily due to purchases of capital
equipment. Capital expenditures during this period included $0.4 million for
in-store fixtures and concept shops, $1.0 million for equipment and leasehold
improvements associated with Company-owned retail stores, $0.8 million for the
distribution center and warehouse management system and $0.8 million for
computer hardware and software, leasehold improvements, and other furniture and
equipment. For the three months ended July 31, 1999, net cash used in investing
activities was approximately $1.7 million. Capital expenditures during the first
three months of fiscal 2000 included $0.8 million for in-store fixtures, concept
shops and a new trade show booth, $0.2 million for equipment and leasehold
improvements associated with company-owned retail specialty stores,
$0.3 million for computer hardware and software and $0.4 for leasehold
improvements, and other furniture and equipment.
Net cash provided by financing activities for the three months ended
July 31, 2000 was approximately $0.1 million compared to approximately
$15.8 million during the three months ended July 31, 1999. During the three
months ended July 31, 2000, net cash provided by financing activities was
primarily due to net short term borrowings of $0.1 million and cash generated
from the sale of common stock under the employee stock purchase plan of
$0.1 million. These proceeds were partially offset by capital lease payments of
$0.1 million. 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.
We are a party to a loan agreement with Washington Mutual Bank d/b/a Western
Bank for a $55 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 $4.0 million line of credit. Both of these
lines of credit are more fully described in footnote four to the Company's
financial statements above.
11
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
The Company is 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 and Use of Proceeds
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
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
10.16 Loan Agreement dated July 28, 2000 between Cutter &
Buck Inc. and Washington Mutual Bank d/b/a/ Western Bank,
and supporting documents
</TABLE>
b) Reports on Form 8-K
None
12
<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: September 14, 2000 By /s/ Stephen S. Lowber
------------------------------------------------------
Stephen S. Lowber
Vice-President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
13
