SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
F O R M 10 - Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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 1-5354
SWANK, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-1886990 _
(State or other jurisdiction of (IRS employer identification
incorporation or organization) Number)
6 Hazel Street, Attleboro, Massachusetts 02703 _
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 508-222-3400
Former name, former address and former fiscal year, if changed since last
report.
Indicate by X 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date November 8, 1995
Title of Class Shares Outstanding
Common Stock 15,924,474
$.10 par value
<PAGE>
PART I - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Item 1. Financial Statements.
SWANK, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
ASSETS September 30, 1995 December 31, 1994
<S> <C> <C> <C> <C>
Current:
Cash and temporary cash investments $ 882 $ 2,153
Accounts receivable, less allowances 18,975 13,874
of $6,803 and $9,484
Inventories, at the lower of cost
or market
Raw materials $ 4,998 $ 4,295
Work-in-process 10,773 7,987
Finished goods 16,969 32,740 13,867 26,149
------- -------
Deferred income taxes 5,137 4,105
Recoverable income taxes 1,872
Prepaid and other 2,184 977
------- ------
Total current assets 61,790 47,258
Property, plant and equipment, at cost
Less accumulated depreciation 22,627 22,064
and amortization 16,280 6,347 15,477 6,587
------- -------
Deferred income taxes 834 834
Other assets 3,066 2,779
------- -------
Total Assets $72,037 $57,458
======= =======
LIABILITIES
Current:
Notes payable to banks 28,600 $ 5,000
Current portion of long-term obligations - 2,920
Accounts payable, trade 6,547 3,665
Accrued employee compensation 1,308 3,010
Income taxes payable - 1,826
Other liabilities 7,208 6,512
------- -------
Total current liabilities 43,663 22,933
------- -------
Long-term obligations 4,413 4,308
------- -------
Total liabilities 48,076 27,241
------- -------
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
Authorized 1,000,000 shares
Common stock, par value $.10:
Authorized 43,000,000 and 66,000,000
shares
Issued 16,843,042 and 16,804,155 1,684 1,680
Capital in excess of par value 851 825
Retained earnings 22,813 28,421
------- -------
25,348 30,926
Less:
Unearned ESOP shares 678 -
Treasury stock at cost 333,519 shares 709 709
------- -------
Total stockholders' equity 23,961 30,217
------- -------
Total liabilities and stockholders'
equity $72,037 $57,458
======= =======
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SWANK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994
(Dollars in thousands)
----------------
1995 1994
<S> <C> <C>
Net sales $35,320 $36,936
Cost of goods sold 22,457 19,312
-------- --------
Gross profit 12,863 17,624
Selling and administrative expenses 14,323 14,769
-------- --------
(Loss) income from operations (1,460) 2,855
Interest charges 689 517
-------- --------
(Loss) income before income taxes (2,149) 2,338
(Benefit) provision for income taxes (774) 391
-------- --------
Net (loss) income $(1,375) $ 1,947
======== ========
</TABLE>
<TABLE>
<S> <C> <C>
Share and per share information:
Weighted average common shares and
common share equivalents outstanding 15,957,024 15,926,855
Net (loss) income per share $(.09) $.12
====== ======
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
SWANK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Dollars in thousands)
1995 1994
<S> <C> <C>
Net sales $93,539 $94,883
Cost of goods sold 57,726 51,744
------- ------
Gross profit 35,813 43,139
Selling and administrative expenses 43,144 41,243
------- -------
(Loss) income from operations (7,331) 1,896
Interest charges 1,432 1,168
-------- -------
(Loss) income before income taxes (8,763) 728
(Benefit) provision for income taxes (3,155) 122
--------- --------
Net (loss) income $ (5,608) $ 606
========= ========
</TABLE>
<TABLE>
<S> <C> <C>
Share and per share information:
Weighted average common shares and common
share equivalents outstanding 16,210,222 16,280,666
Net (loss) income $(.35) $.04
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
SWANK, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 and 1994
(Dollars in thousands)
1995 1994
Cash flow from operating activities:
<S> <C> <C>
Net (loss) income $(5,608) $606
Adjustments to reconcile net loss
to operating cash flows:
Depreciation and amortization 842 816
Loan forgiveness in lieu of contribution to
employees' stock ownership plan 236
Decrease in receivable reserves (2,681) (3,295)
Change in assets and liabilities:
Increase in accounts receivable (2,420) (6,014)
Increase in inventory (6,591) (8,398)
Increase in deferred income taxes, recoverable
income taxes and prepaid and other assets (4,398) (259)
Increase (decrease) in accounts payable
and accrued other 155 (525)
--------- ---------
Net cash used in operating activities (20,701) (16,833)
--------- ---------
Cash flow from investing activities:
Capital expenditures (602) (746)
Proceeds from the sale of plant and equipment 16
--------- ---------
Net cash used in investing activities (602) (730)
--------- ---------
Cash flow from financing activities:
Borrowing under revolving credit agreement 35,350 31,500
Payments of revolving credit agreement (11,750) (12,750)
Principal payments of long-term debt (2,920) (2,350)
Advance to employees' stock ownership trust (678) (887)
Proceeds from the exercise of employees' stock
options 30 33
--------- ---------
Net cash provided by financing activities: 20,032 15,546
--------- ---------
Net decrease in cash and equivalents (1,271) (2,017)
Cash and equivalents at beginning of period 2,153 2,935
--------- ---------
Cash and equivalents at end of period $ 882 $ 918
========= =========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
Notes to Unaudited Consolidated Financial Statements.
(1) The unaudited information furnished herein reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary to present a fair statement of the results for the periods
ended September 30, 1995 and 1994. The financial information contained herein
represents condensed financial data and, therefore, does not include all
footnote disclosures required to be included in financial statements prepared
in conformity with generally accepted accounting principles. Footnote
information was included in the Company's annual report to stockholders for the
fiscal year ended December 31, 1994; the condensed financial data included
herein should be read in conjunction with the information in the annual report.
(2) Certain reclassifications have been made in the prior year's consolidated
financial statements to conform with the current year's presentation. As stated
in Footnote J of the 1994 Annual Report, equal amounts related to sales returns
have been reclassified between sales and cost of sales.
(3) The remaining outstanding warrants to purchase shares of the Company's
common stock issued in 1991 by the Company to its bank lenders in connection
with an increase in the aggregate amount available to the Company under its
revolving credit agreement were put to the Company in September 1995. The
liability previously recorded for $177,000 was adequate for this event. During
the nine months ended September 30, 1995 the Company has not incurred any other
material changes in the commitments and contingencies as previously referenced
in Footnote I of the 1994 annual report.
(4) In April 1995, the shareholders voted to reduce the number of authorized
$.10 par value common shares from 66,000,000 to 43,000,000.
(5) On July 20, 1995 the Company modified and extended its revolving Credit
Agreement (the "New Agreement") with The Chase Manhattan Bank, N.A. and Fleet
National Bank ("the Banks"). The new agreement provides for loans and letters
of credit in an amount up to $32,000,000, with a sublimit of $7,000,000 for
letters of credit, available through June 30, 1998. Loans under the New
Agreement bear interest at the prime rate plus 1%. These loans and letters of
credit are collateralized by all of the Company's assets. The terms of the New
Agreement require the Company to maintain certain financial ratios and minimum
amounts of tangible net worth. The New Agreement also limits capital
expenditures, prohibits additional indebtedness over a specified amount and
contains other covenants normally associated with such agreements. The Company
believes this facility will be adequate to meet its seasonal working capital
requirements during the loan period.
Pursuant to the Company's New Agreement certain financial ratios are
required to be met for the nine months ended September 30, 1995. These include
leverage and current ratios of 2.00 to 1 and 1.00 to 1, respectively. As of
September 30, 1995 the actual leverage and current ratios were 2.00 to 1 and
1.42 to 1, respectively. The Company was in compliance with these covenants.
However, as a result of the net loss recognized for the nine months ended
September 30, 1995, the Company was not in compliance with covenants pertaining
to interest coverage, under which earnings before interest expense and taxes
("EBIT") was required to be 50% of interest expense, and an institutional debt
ratio, under which the ratio between a rolling four quarter average of EBIT and
debt for the same period was required to be 15.00 to 1. The banks waived the
aforementioned defaults.
<PAGE>
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations
Results of Operations
As is customary in the fashion accessories industry, the Company makes
modifications to its lines coinciding with the Spring (January - June) and Fall
(July - December) seasons. The Company believes that results of operations are
considered to be more meaningful on a seasonal basis (six months) than on a
quarterly basis as the timing of sales (deliveries) and related income between
quarters can be affected by the availability of materials, retail sales and
fashion trends. These factors may affect the shift of volume between quarters
within a season differently in one year than another.
Quarters Ended September 30, 1995 and 1994
Net sales for the quarter ended September 30, 1995 were $35,320,000, a decrease
of $1,616,000 or 4% from the quarter ended September 30, 1994.
Net sales decreased in men's and women's jewelry $1,758,000 or 11% and other
product lines $989,000 or 38%, offset in part, by increased sales in men's
leather accessories $1,131,000 or 6%. The decreased net sales in men's and
women's jewelry were attributable to softness in customer demand and an
increased provision for future returns based on actual experience during fiscal
1995. The decreased net sales in other product lines resulted principally from
the Company's decision to discontinue the sale and distribution of certain men's
accessories. These decreases were offset, in part, by increased net sales in
men's leather accessories attributable to private label belt programs and Guess?
leather accessories.
Included in the sales figures above were sales from the Company's factory
outlets which decreased 16% compared to 1994. A decrease of 10% was attributable
to same store sales and a decrease of 6% was attributable to stores closed in
fiscal 1995 and 1994. New store sales remained unchanged.
Gross profit for the quarter ended September 30, 1995 was $12,863,000, a
decrease $4,761,000 or 27% from the quarter ended September 30, 1994. Gross
profit expressed as a percentage of net sales declined 12 percentage points,
from 48% to 36%.
Gross profit decreased in men's and women's jewelry $3,313,000 or 36%, men's
leather accessories $909,000 or 13% and other product lines $539,000 or 54%. The
decreased gross profit in men's and women's jewelry and men's leather
accessories was attributable to higher production costs, lower margins on
current line items, increased sales of excess inventory, and an increased
provision for returns. The decreased gross profit in other product lines was
attributable to the decline in sales volume incurred as a result of
discontinuing certain men's accessories lines.
Included in gross profit for 1994 are favorable adjustments for $343,000
which finalize the difference in anticipated and actual Spring customer
returns. The impact by product of these favorable adjustments to men's and
women's jewelry were $286,000 and $83,000, respectively, and unfavorable to
other product lines for $26,000. There were no adjustments made in the third
quarter of 1995.
<PAGE>
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations (Continued)
Inventory levels increased $6,591,000 or 25% from December 31, 1994 reflecting
the normal cyclical nature of the Company's sales. This compares favorable to
the $8,398,000 or 34% increase incurred for the nine months ended September 30,
1994. The Company continues to monitor inventory levels to obtain a balance
between meeting customer response times and minimizing excess carrying costs.
The increase in notes payable to banks at September 30, 1995 of $23,600,000
compared with December 31, 1994 is attributable to several factors: higher
outstanding borrowings at the beginning of 1995, funding the build-up of
inventory for the fall season, higher income tax payments related to 1994, and
more cash used by operations.
Selling and administrative expenses decreased by $446,000 or 3% primarily as a
result of decreased compensation costs offset in part by increased advertising
and promotion expenses. Compensation and related fringe benefits decreased
$1,303,000 or 16% as a result of the elimination of estimated bonuses and the
reduction of the estimated Employee Stock Ownership Plan ("ESOP") contribution
for fiscal 1995. Advertising and promotion expenses expressed as a percentage
of net sales increased to 9% from 7% in the third quarter 1995 primarily from
increased in-store markdowns and display charges. The provision for in-store
markdowns increased $451,000 or 41% in anticipation of retailers demanding more
promotional activity due to a sluggish retail environment in the apparel and
accessories sector. Display charges increased $426,000 or 110% as part of the
Company's efforts to penetrate new markets and expand market share. As part of
these efforts, the Company incurred charges to refixture displays.
Interest charges increased by $172,000 or 33% as a result of increased short
term borrowings offset in part by decreased long term debt.
Income Taxes
The Company recognized a tax benefit at an effective tax rate of 36% for the
quarter in order to recognize the estimated combined federal and state rate for
the full year. The higher effective rate in 1995 results from the elimination
of the valuation allowance against the net deferred tax asset recorded in the
fourth quarter of 1994.
Nine Months Ended September 30, 1995 and 1994
Net sales for the nine months ended September 30, 1995 were $93,539,000, a
decrease of $1,344,000 or 1% from the nine months ended September 30, 1994.
Net sales decreased in men's and women's jewelry $1,401,000 or 3% and other
product lines $2,612,000 or 44% offset in part, by increased net sales in men's
leather accessories $2,669,000 or 6%. The decreased net sales in men's and
women's jewelry were primarily attributable to softness in customer demand,
<PAGE>
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations (Continued)
increased returns and an increased provision for future returns based on the
actual experience of fiscal 1995. The decreased sales in other product lines
resulted principally from the Company's decision to discontinue the sale and
distribution of men's accessories. These decreases were offset, in part, by
increased net sales in men's leather accessories attributable to private label
belt programs, an expanded customer base for the Company's special markets lines
and Guess? leather accessories.
Included in net sales are adjustments relating to customer returns. The customer
return adjustments reflect the difference in anticipated and actual Spring
returns. During the Spring of 1995, the Company initiated efforts to penetrate
new markets and expand market share. These programs included the replacement of
slow moving goods with current line items. These programs, combined with higher
than anticipated returns of 1994 sales, as opposed to the Company's favorable
experience in the prior period, resulted in reductions to current period sales.
The following table highlights these adjustments (in thousands):
<TABLE>
<S> <C> <C> <C>
1995 1994 Variance
Men's and Women's Jewelry $(1,642) $1,835 $(3,477)
Men's Leather Accessories (37) 333 (370)
Other product lines (312) 104 (416)
Increase(Decrease)in Net Sales $(1,991) $2,272 $(4,263)
</TABLE>
Included in the sales figures above were sales from the Company's factory
outlets which decreased 19% compared to 1994. A decrease of 14% was attributable
to same store sales and a decrease of 7% was attributable to stores closed
during fiscal 1995 and 1994, offset in part by a 2% increase in new store sales.
Gross profit for the nine months ended September 30, 1995 was $35,813,000, a
decrease $7,326,000 or 17% from the nine months ended September 30, 1994. Gross
profit expressed as a percentage of net sales declined 8 percentage points, from
45% to 38%.
Gross profit decreased in men's and women's jewelry $5,105,000 or 22%, men's
leather accessories $1,037,000 or 6%, and in other product lines $1,184,000 or
60%. The decreased gross profit for men's and women's jewelry and men's leather
accessories was primarily the result of unfavorable adjustments caused by actual
returns being higher than anticipated, higher production costs, lower margins
on current line items, and increased sales of excess inventory. The decreased
gross profit in other product lines was attributable to the decline in sales
volume incurred as a result of discontinuing certain men's accessories lines.
Included in gross profit are adjustments relating to customer returns. The
customer return adjustments reflect the difference in anticipated and actual
spring returns. The following table highlights these adjustments (in thousands):
<TABLE>
<S> <C> <C> <C>
1995 1994 Variance
Men's and Women's Jewelry $(990) $1,136 $(2,126)
Men's Leather Accessories 2 233 (231)
Other product lines (172) 24 (196)
Increase(Decrease)in Gross Profit $(1,160) $1,393 $(2,553)
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations (Continued)
Selling and administrative expenses increased by $1,901,000 or 5% principally
from increased advertising and promotion expenses, offset in part by decreased
compensation costs. Advertising and promotion expenses expressed as a
percentage of net sales increased to 8% from 6% for the nine month period,
principally attributable to increased in-store markdowns, displays and
cooperative advertising. The provision for in-store markdowns and cooperative
advertising increased $948,000 or 25% in anticipation of retailers demanding
more promotional activity due to a sluggish retail environment in the apparel
and accessories sector. Display charges increased $548,000 or 69% as part of the
Company's efforts to penetrate new markets and expand market share. As part of
these efforts, the Company incurred charges to refixture displays. Compensation
and related fringe benefits decreased $393,000 or 2% as a result of the
elimination of estimated bonuses and the reduction of the ESOP contribution
during fiscal 1995, offset in part by increased workmen's compensation and group
insurance.
Interest charges increased by $264,000 or 23% as a result of increased short
term borrowings offset in part by decreased long term debt.
Income Taxes
The Company recognized a tax benefit at an effective tax rate of 36% for the
nine months in order to recognize the estimated combined federal and state rate
for the full year. The higher effective rate in 1995 results from the
elimination of the valuation allowance against the net deferred tax asset
recorded in the fourth quarter of 1994.
Capital Resources and Liquidity
The Company's working capital decreased $6,198,000 during the nine months ended
September 30, 1995.
The Company has maintained lines of credit with banks to provide sufficient
working capital during the year. On July 20, 1995 the Company modified and
extended its revolving Credit Agreement (the "New Agreement") with The Chase
Manhattan Bank, N.A. and Fleet National Bank ("the Banks"). The New Agreement
provides for loans and letters of credit in an amount up to $32,000,000, with
a sublimit of $7,000,000 for letters of credit, available through June 30,
1998. Loans under the New Agreement bear interest at the prime rate plus 1%.
These loans and letters of credit are collateralized by all of the Company's
assets. The terms of the New Agreement require the Company to maintain certain
financial ratios and minimum amounts of tangible net worth. The New Agreement
also limits capital expenditures, prohibits additional indebtedness over a
specified amount and contains other covenants normally associated with such
agreements. The Company's short-term bank borrowings peak during the months of
August through November. The Company has no material commitments for capital
expenditures.
Long-term Liquidity and Capital Reserves
As is customary in the fashion accessories industry, substantial
percentages of the Company's sales and earnings occur in the months of
September, October and November during which the Company makes significant
shipments of its products to retailers for sale during the holiday season. As
a result, receivables increase during the year and peak in the fourth quarter.
<PAGE>
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations (Continued)
The Company builds its inventory during the first three quarters of the year to
respond to the holiday season. Cash required for operations is provided by a
revolving credit facility. Outstanding balances under the prior credit facility
were required to be paid in full for a 30 day period during the first six months
of each year. Under the New Agreement outstanding balances are required to be
reduced to no greater than $2 million for a 30 day period during the first six
months of each year. Cash generated from operations is used to pay down the
credit facility during the months of December and January.
Cash used in operations for the nine month period ended September 30, 1995
totaled $20,701,000, consisting primarily of a $5,608,000 net loss, increased
accounts receivable, inventory, deferred income taxes, prepaid expenses,
decreased accrued employee compensation and income taxes payable, offset, in
part by increased accounts payable and other accrued items.
Cash used in investing activities was $602,000 for replacement of used machinery
and equipment. Cash provided by financing activities totaled $20,032,000
consisting primarily of borrowings under the Company's credit facility offset
in part by repayments under that credit facility and long-term debt.
The increase in net accounts receivable reflect the cyclical nature of the
Company's sales. Receivables increase during the year and peak in the fourth
quarter. The reductions of the reserves reflect the actual charges as processed
for cash discounts, doubtful accounts, in-store markdowns, cooperative
advertising and gross profit on returns.
In 1992 the Company refinanced all existing long-term debt with proceeds of a
$9,000,000 bank term loan. The loan bore interest at the prime rate plus 2% and
was collaterized by all of the Company's assets. Cash provided from operating
activities, the sale of certain operations, and the modification and extension
of the revolving credit agreement provided funds for the repayment of all long-
term debt at July 20, 1995.
Pursuant to the Company's New Agreement, certain financial ratios are required
to be met. These include leverage and current ratios, of 2.00 to 1 and 1.00 to
1, respectively. As of September 30, 1995 the actual leverage and current ratios
were 2.00 to 1 and 1.42 to 1, respectively. The Company was in compliance with
these covenants. However, as a result of the net loss recognized for the nine
months ended September 30, 1995, the Company was not in compliance with
covenants pertaining to interest coverage, under which earnings before interest
expense and taxes ("EBIT") was required to be 50% of interest expense, and an
institutional debt ratio, under which the ratio between a rolling four quarter
average of EBIT and debt for the same period was required to be 15.00 to 1. The
banks waived the aforementioned defaults.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 Financial Data Schedule
(b) Current reports on Form 8-K - none
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act Of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
SWANK, INC.
Registrant
Andrew C. Corsini
Senior Vice President, Treasurer
and Chief Financial Officer
Date: November 14, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 882
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<RECEIVABLES> 25778
<ALLOWANCES> 6803
<INVENTORY> 32740
<CURRENT-ASSETS> 61790
<PP&E> 22627
<DEPRECIATION> 16280
<TOTAL-ASSETS> 72037
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<COMMON> 1684
0
0
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<CGS> 57726
<TOTAL-COSTS> 57726
<OTHER-EXPENSES> 43144
<LOSS-PROVISION> 380
<INTEREST-EXPENSE> 1432
<INCOME-PRETAX> (8763)
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<NET-INCOME> (5608)
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</TABLE>
