SWANK INC
10-Q, 1996-08-09
LEATHER & LEATHER PRODUCTS
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                        SECURITY AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                -----------------
                                    FORM 10-Q
(Mark One)

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                  For the quarterly period ended June 30, 1996

                                       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 incorporation                    (IRS employer
   or organization)                                       identification 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:

Title of Class                            Shares Outstanding on August 5, 1996
- --------------                            ------------------------------------
Common stock, $.10 par value                         16,509,523

<PAGE>


                         PART I - FINANCIAL STATEMENTS
Item 1.  Financial Statements.
<TABLE>
<CAPTION>

                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
  ASSETS                                                  June 30, 1996         December 31, 1995
                                                     ------------------         ------------------
<S>                                               <C>        <C>                <C>       <C> 
 Current:
  Cash and temporary cash investments                         $     901                    $ 1,121
  Accounts receivable, less allowances                           10,257                     10,704
    of $5,683 and $9,097
  Inventories, at the lower of cost
    or market
           Raw materials                           $ 4,370                       $ 5,092
           Work-in-process                           6,225                         6,476
           Finished goods                           15,127       25,722           17,602   29,170
                                                    ------                        ------

  Recoverable income taxes                                                                  1,665
  Deferred income taxes                                           1,890                     1,890
  Prepaid and other                                               2,229                     1,218
                                                                  -----                     -----

                  Total current assets                           40,999                    45,768
Property, plant and equipment, at cost               22,377                       22,472
Obligations under capital lease                       1,526                        1,466
  Less accumulated depreciation
   and amortization                                 (16,873)      7,030          (16,481)   7,457
                                                     ------                       ------

Deferred income taxes                                               399                       399
Other assets                                                      3,224                     3,700
                                                                  -----                     -----

Total Assets                                                    $51,652                   $57,324
                                                                =======                   =======

         LIABILITIES
Current:
  Notes payable to banks                                        $14,199                  $14,800
  Current portion of long-term
    obligations                                                     235                      235
  Accounts payable, trade                                         3,777                    5,870
  Accrued employee compensation                                     731                    1,408
  Other liabilities                                               8,636                    8,696
                                                                  -----                    -----
                  Total current liabilities                      27,578                   31,009

Long-term obligations                                             5,584                    5,782
                                                                  -----                    -----

                  Total liabilities                              33,162                   36,791
                                                                 ------                   ------

         STOCKHOLDERS' EQUITY
  Preferred stock, par value $1.00
    Authorized 1,000,000 shares Common stock, par value $.10:
    Authorized 43,000,000 shares
         Issued 16,843,042 and 16,843,042              1,684                       1,684
  Capital in excess of par value                         852                         852
  Retained earnings                                   17,846    20,382            19,477   22,013
                                                      ------                      ------
  Deferred employees' benefits                                   1,183                        771
  Treasury stock at cost 333,519 shares                            709                        709
                                                                   ---                        ---

         Total stockholders' equity                             18,490                     20,533
                                                                ------                     ------

  Total liabilities and stockholders'
    equity                                                     $51,652                    $57,324
                                                               =======                  =========
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

<PAGE>

<TABLE>
<CAPTION>

                                   SWANK, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 FOR THE QUARTERS ENDED JUNE 30, 1996 AND 1995
                             (Dollars in thousands)
                                ----------------

                                                         1996                      1995
                                                         ----                      ----
<S>                                                  <C>                       <C> 

Sales                                                 $29,251                   $28,253


Cost of goods sold                                     16,890                    17,086
                                                       ------                    ------



Gross profit                                           12,361                    11,167


Selling and administrative expenses                    12,840                    14,697
                                                       ------                    ------



Loss from operations                                     (479)                   (3,530)


Interest charges                                          505                       497
                                                          ---                       ---



Loss before income taxes                                 (984)                   (4,027)


Benefit for income taxes                                 (247)                   (1,346)
                                                         -----                   -------



Net loss                                                $(737)                $  (2,681)
                                                        ======                ==========
</TABLE>

<TABLE>
<CAPTION>


Share and per share information:
<S>                                                <C>                      <C>  

Weighted average common shares outstanding          15,442,954               16,197,076


Net loss per share                                      $(.05)                   $(.17)
                                                        ======                   ======
</TABLE>












The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                   SWANK, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                             (Dollars in thousands)
                                ----------------

                                                         1996                      1995
                                                         ----                      ----
<S>                                                  <C>                       <C> 

Sales                                                 $59,957                   $58,219


Cost of goods sold                                     35,475                    35,269
                                                       ------                    ------



Gross profit                                           24,482                    22,950


Selling and administrative expenses                    25,691                    28,821
                                                       ------                    ------



Loss from operations                                   (1,209)                   (5,871)


Interest charges                                          966                       743
                                                          ---                       ---



Loss before income taxes                               (2,175)                   (6,614)


Benefit for income taxes                                 (544)                   (2,381)
                                                         -----                   -------



Net loss                                              $(1,631)                $  (4,233)
                                                        ======                ==========
</TABLE>

<TABLE>
<CAPTION>


Share and per share information:
<S>                                                <C>                      <C>  

Weighted average common shares outstanding          15,644,008               16,335,751


Net loss per share                                      $(.10)                   $(.26)
                                                        ======                   ======
</TABLE>












The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.


<PAGE>
<TABLE>
<CAPTION>


                                   SWANK, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                             (Dollars in thousands)
                                   ----------

                                                         1996                      1995
                                                         ----                      ----     
<S>                                                  <C>                     <C>  

Cash flow from operating activities:

  Net loss                                          $  (1,631)                $  (4,233)

  Adjustments to reconcile net loss to operating cash flows:

  Increase in post-retirement benefits                     84                        135

  Depreciation and amortization                           665                        567

  Loss on disposals of fixed assets                        74

  Decrease in receivable reserves                      (3,414)                   (4,258)

  Change in assets and liabilities
    Decrease in accounts receivable                     3,861                     3,824

    Decrease (increase) in inventory                    3,449                    (5,001)

    Decrease (increase) in prepaid and other            1,130                    (3,910)

    Decrease in accounts payable and
    accrued other                                      (3,050)                     (386)
                                                       -------                   -------

Net cash provided by (used in) operating activities     1,168                   (13,262)
                                                       -------                  --------

Cash flow from investing activities:

  Capital expenditures,net of proceeds                   (313)                     (387)
                                                         -----                     -----

Net cash used in investing activities                    (313)                     (387)
                                                         -----                     -----

Cash flow from financing activities:

  Borrowing under revolving credit agreements           25,131                    23,950

  Payments of revolving credit agreements              (25,732)                   (9,250)

  Principal payments of long-term debt                       -                    (2,254)

  Payments of capital lease obligations                    (62)   
  
  Advance to employees stock ownership trust              (412)                    (535)

  Proceeds from exercise of employees' stock 
   options                                                   -                        30
                                                            --                        --

Net cash (used in) provided by financing activities     (1,075)                   11,941
                                                          -----                    -----

  Net increase (decrease) in cash and equivalents         (220)                   (1,708)

  Cash and equivalents at beginning of period            1,121                     2,153
                                                         -----                     -----


  Cash and equivalents at end of period                $   901                   $   445
                                                       =======                   =======


</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>







         Notes to Unaudited Condensed 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  June 30,  1996 and  1995.  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 on Form 10-K for the fiscal year
ended December 31, 1995; the condensed  financial data included herein should be
read in conjunction with the information in the annual report.

(2) During  the six month  period  ended  June 30,  1996,  the  Company  has not
incurred any material changes in the commitments and contingencies as previously
referenced in Footnote I of the 1995 annual report.

(3) On May 24, 1996 the Company obtained new working capital  financing from IBJ
Schroder Bank & Trust Company,  as agent,  for the lenders  thereunder (the "New
Lenders"),  for up to  $25,000,000  with a sublimit of  $3,000,000 in letters of
credit (the "New  Agreement").  The proceeds of the New Agreement  were used, in
part, to repay all but $4 million of the outstanding  balance under the previous
facility.

      The New Agreement is available through April 1999 and is collateralized by
all of the Company's assets.  The New Lenders have a senior lien position on all
assets other than real property, improvements and certain fixtures, in which the
Company's   other   institutional   lenders   maintain  a  senior   position  to
collateralize a $4,000,000 term loan, as described  below,  and in which the New
Lenders have a subordinate lien. The New Agreement permits the Company to borrow
against a percentage of eligible accounts receivable and inventory and its loans
bear an interest rate of 1.5% over the New Lenders'  prime lending rate. The New
Agreement  also contains a facility fee of 1/2% per annum on the unused  portion
of the revolving credit facility.

       The terms of the New Agreement include covenants requiring the Company to
maintain certain  financial ratios for the six months ended June 30, 1996. These
include a maximum  leverage  ratio of 4.0 to 1 and an  inventory  turnover of at
least 2 times.  As of June 30,  1996 the Company  was in  compliance  with these
covenants.   The  New   Agreement   also   includes   covenants   pertaining  to
profitability,  limiting capital expenditures and additional  indebtedness.  The
Company  believes the inventory  turnover  covenant to be the most  restrictive,
requiring a minimum inventory  turnover as high as 2.25 times during the term of
the New  Agreement.  The New Agreement  also prohibits the payment of dividends.
Management  believes this credit  facility  will meet its working  capital needs
until May 1999.

       In connection  with the  refinancing,  The Chase Manhattan Bank, N.A. and
Fleet  National  Bank (the  "Banks")  amended and restated  the existing  credit
facility (the  "Agreement")  to provide the Company with a $4,000,000  term loan
(the "Term Loan") in lieu of a like amount of revolving debt. The Term Loan will
be repaid in $200,000  quarterly  increments  starting in June 1997 with a final
payment of $2,600,000  due May 1999.  The Term Loan bears  interest at 2.5% over
the Banks' prime  lending rate and is  collaterialized  by a senior lien on real
property, improvements and certain fixtures, and a subordinate lien on all other
assets.  The Term Loan also  contains an annual  facility  fee of 2% of the term
loan and a maximum success fee of $450,000 payable as follows; $225,000 on final
maturity with the balance payable subsequently in six equal monthly installments
of  $37,500.  The annual  facility  fee and  success  fee are being  included in
selling and administrative expenses over the life of the loan.

         The financing agreements include provisions  specifying that a material
adverse  effect,  as  determined by the lenders,  in the  financial  position or
results of operations of the Company is an event of default.  As such,  the Term
Loan,  which would otherwise be classified as long-term,  has been classified as
current on the balance sheet at June 30, 1996.

<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.

Net Sales
- ---------
     Net  sales  for the  quarter  and six  months  ended  June  30,  1996  were
$29,251,000 and $59,957,000,  an increase of $998,000, or 3%, and $1,738,000, or
3%, from the quarter and six months ended June 30, 1995, respectively.

     Men's and Women's  Jewelry  net sales  increased  $771,000,  or 7%, for the
quarter ended June 30, 1996, but decreased  $450,000,  or 2%, for the six months
ended June 30, 1996. Men's Leather Accessories net sales increased $100,000,  or
1%, and  $2,204,000,  or 7%, for the quarter and six months ended June 30, 1996,
respectively. Other Product Lines net sales increased $127,000, or 15%, for the
quarter ended June 30, 1996,  but decreased  $16,000,  or 1%, for the six months
ended June 30, 1996.

  Included in net sales are adjustments  relating to customer returns. Net sales
for both the quarter and six months ended June 30, 1996 were favorably  impacted
as a result of  actual  customer  return  activity  for 1996  being  lower  than
anticipated,  primarily due to the Company's efforts,  initiated during 1995, to
adjust its women's  jewelry  stock at store level to more  competitively  priced
career oriented  products.  During  comparable  periods in 1995,  actual returns
exceeded  anticipated  returns. The following table quantifies these adjustments
both for the  periods  ended  June 30,  1996 and for the  comparable  periods in
fiscal 1995:

(in thousands)
                                        1996            1995         Variance
                                        ----            ----         --------
Men's & Women's Jewelry               $1,059        ($1,642)           $2,701
Men's Leather Accessories                188            (37)              225
Other Product Lines                      138           (312)              450
                                         ---           -----              ---
Increase (decrease) in Net Sales      $1,385        ($1,991)           $3,376
                                      ======        ========           ======


     Net sales in Men's and Women's  Jewelry  decreased for the six months ended
June 30,1996 primarily from a lackluster retail environment,  a reduction in the
number of factory  outlets and declines in its special  markets  lines for men's
jewelry.  Net sales increased for the quarter ended June 30, 1996 as a result of
the  return  adjustment  noted  above.  Net  sales  increased  in Men's  Leather
Accessories  reflecting  the Company's  continued  strength in its private label
programs and special  market lines for the quarter and six months ended June 30,
1996. Net sales in Other Product Lines, including residual sales of items in the
Company's  gift lines (which were  discontinued  in the fourth quarter of 1995),
increased  for the quarter and six months  ended June 30,  1996,  primarily as a
result of the return adjustment noted above.

    Net sales at the Company's  factory  outlets,  which are included in the net
sales figures above,  decreased 14% and 16% for the quarter and six months ended
June 30, 1996, respectively. Sales decreased as a result of the closure of

Item 2. Management's Discussion and Analysis of the Financial Condition and
        Results of Operations (continued)

thirteen  unprofitable  store  locations  (nine of which were closed  during the
second  quarter)  offset,  in part, by increased same store sales of 12% and 3%
for the quarter and six months  ended June 30, 1996,  respectively.  The Company
believes the factory outlets are still a valuable  distribution  channel for the
disposition  of excess  inventory and continues to assess the  profitability  of
each store location in an effort to maintain a smaller, more profitable presence
in this market.
<PAGE>

Gross Profit
- ------------

     Gross profit for the quarter and six months  ended June 30, 1996  increased
$1,194,000, or 11%, and $1,532,000, or 7%, respectively.  Gross profit expressed
as a percentage of net sales  increased to 42% from 40% and 41% from 39% for the
quarter and six months ended June 30,1996, respectively. These increased margins
are  attributable  to  reductions  in overhead and lower costs  associated  with
customer  returns (based on reduced  volume of returns). As part of an effort to
reduce overhead,  enhance margins and respond to the competitive price pressures
in the fashion goods industry,  the Company has increased its utilization of off
shore and domestic manufacturing suppliers for sourcing its products.

    Men's and  Women's  Jewelry  gross  profit  decreased  $74,000,  or 1%,  and
$364,000,  or  3%,  for  the  quarter  and  six  months  ended  June  30,  1996,
respectively.  Men's Leather Accessories gross profit increased $537,000, or 9%,
and $1,277,000,  or 12%, and for the quarter and six months ended June 30, 1996,
respectively.  Other Product Lines gross profit,  which includes residual sales
of items in the Company's  discontinued gift lines,  increased $731,000, or over
500%, and $619,000, or 200%, for the quarter and six months ended June 30, 1996,
respectively.

    Included in gross  profit are  adjustments  relating  to  customer  returns
which, as noted above, reflect the difference in anticipated and actual returns.
The following table quantifies these adjustments both for the periods ended June
30, 1996 and the comparable periods in fiscal 1995:

 (in thousands)
                                        1996            1995         Variance
                                        ----            ----         --------
Men's & Women's Jewelry                 $674          ($990)           $1,664
Men's Leather Accessories                 72               2               70
Other Product Lines                      310           (172)              482
                                         ---           -----              ---
Increase (decrease) in Gross Profit   $1,056        ($1,160)           $2,216
                                      ======        ========           ======


    Gross profit for Men's and Women's Jewelry decreased for the quarter and six
months ended June 30, 1996 primarily due to an unfavorable sales mix,  increased
sales of  excess  inventory,  reduction  in the  number of  retail  outlets  and
decreased sales volume. Gross profit for Men's Leather Accessories increased for
the quarter and six months ended June 30,1996  attributable  to increased sales
volume and markups in the Company's  leather lines offset, in part, by decreased
markups in its belt lines.  Gross profit for Other Product  Lines  increased for
the quarter  and six months  ended June 30,  1996  primarily  as a result of the
reduction  in reserves  established  at the end of fiscal  1995 for  anticipated
costs  associated with the  discontinuance  of the Company's gift lines.  Actual
costs  have been less than  anticipated.  Other  Product  Lines  gross  profit,
without benefit of that adjustment, decreased due mainly to the reduction in the
number of factory outlets for the quarter and six months ended June 30, 1996.


    Inventory  levels  decreased  $3,448,000,  or 12%,  from  December  31, 1995
primarily as a result of increased sales of excess inventory,  discontinuing the
sale  and  distribution  of  the  men's  accessories  product  line,   decreased
production  volume  and the  reduction  in the number of retail  outlets.  These
decreased  inventory  levels  contributed to the reduction in the amount of cash
used in operations.
<PAGE>

Item 2. Management's Discussion and Analysis of the Financial Condition and
        Results of Operations (continued)

Selling and Administrative Expenses
- -----------------------------------

     Selling and  administrative  expenses  decreased  $1,857,000,  or 13%,  and
$3,130,000,  or 11%,  for the  quarter  and six  months  ended  June  30,  1996,
respectively.  The decreased costs were attributable  primarily to reductions in
compensation  costs and related  fringe  benefits due to  personnel  reductions,
lower  commission  rates and the  Company's  decision  not to  recognize a bonus
accrual  in  fiscal  1996.  Advertising  and  promotion  expenditures  increased
$165,000,  or 9%, and decreased $269,000,  or 7%, for the quarter and six months
ended June 30, 1996,  respectively,  primarily as a result of increased national
advertising  for the quarter ended June 30, 1996 and  reductions in  cooperative
advertising  and in store  markdowns  for the six months  ended  June 30,  1996.
Advertising  and  promotion  expressed  as a  percentage  of net sales  remained
unchanged at 7% for the quarter  ended June 30, 1996 and decreased to 6% from 7%
for the six months ended June 30, 1996.

Interest Expense
- ----------------

Interest  expense  increased  $8,000,  or 2%, and $223,000,  or 30%, and for the
quarter  and six months  ended June 30,  1996  respectively,  reflecting  higher
average interest rates and interest associated with a capital lease entered into
at year end 1995, offset by a lower average borrowing level.

Provision for Income Taxes
- --------------------------

     The Company  recognized a tax benefit at an  effective  tax rate of 25% for
the  quarter  and six months  ended June 30,  1996,  which is below the  federal
statutory  rate of 34%,  in order to  reflect  the  anticipated  utilization  of
alternative minimum tax credit carryfowards from 1995. The Company established a
valuation  allowance of $4,764,000  in the fourth  quarter of 1995 to reduce the
deferred tax asset to a level  management  believes more likely than not will be
realized.  The current rate reflects no change in the valuation  allowance since
year end.

Earning Per Share
- -----------------

    For the six months ended June 30, 1996 average  shares  outstanding  used to
compute  earnings per share  decreased as a result of a greater number of shares
held by the Company's  retirement plan which were not allocated to participants.
In accordance  with  Statement of Position 93-6  "Accounting  for Employee Stock
Ownership Plans", these unallocated shares are not classified as outstanding and
are excluded from the calculation of earnings per share.

Liquidity and Capital Resources
- -------------------------------

     The Company's  working capital  decreased  $1,338,000 during the six months
ended June 30, 1996.

    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. The Company
builds its inventory  during the first three  quarters of the year to respond to
the holiday season. Cash required is generated from operations and provided by a
revolving credit facility.

    The  Company  has  implemented  a  plan  designed  to  enhance  the  overall
competitiveness, productivity and efficiency through reduction in overhead costs
and better inventory management. The results through June 1996 reflect increased
cash generated from operations and reduced borrowings.
<PAGE>

Item 2. Management's Discussion and Analysis of the Financial Condition and
        Results of Operations (continued)

     Cash  provided  by  operations  for  the  six  months  totaled  $1,168,000,
consisting primarily of collections of accounts  receivable,  improved inventory
management  and  state  and  federal  tax  refunds  generated  from the 1995 net
operating loss, offset, in part, by the net loss, decreased accounts payable and
other  accrued  items.  Cash  used in  investing  activities  was  $313,000  for
replacement of used machinery and equipment.  Cash used in financing  activities
totaled $1,075,000 consisting primarily of repayments under the revolving credit
agreements and advances to the employees' stock ownership plan.

      The  reductions of the reserves  since year end reflect the actual charges
as  processed  for  cash  discounts,   doubtful  accounts,  in-store  markdowns,
cooperative advertising and gross profit on returns.

       On May 24, 1996 the Company  obtained new working capital  financing from
IBJ Schroder Bank & Trust Company,  as agent,  for the lenders  thereunder  (the
"New Lenders"),  for up to $25,000,000  with a sublimit of $3,000,000 in letters
of credit (the "New Agreement"). The proceeds of the New Agreement were used, in
part, to repay all but $4 million of the outstanding  balance under the previous
facility.

      The New Agreement is available through April 1999 and is collateralized by
all of the Company's assets.  The New Lenders have a senior lien position on all
assets other than real property, improvements and certain fixtures, in which the
Company's   other   institutional   lenders   maintain  a  senior   position  to
collateralize a $4,000,000 term loan, as described  below,  and in which the New
Lenders have a subordinate lien. The New Agreement permits the Company to borrow
against a percentage of eligible accounts receivable and inventory and its loans
bear an interest rate of 1.5% over the New Lenders'  prime lending rate. The New
Agreement  also contains a facility fee of 1/2% per annum on the unused  portion
of the revolving credit facility.

       The terms of the New Agreement include covenants requiring the Company to
maintain certain  financial ratios for the six months ended June 30, 1996. These
include  a  leverage  ratio  and  inventory  turnovers  of 4.0 to 1 and 2 times,
respectively.  As of June 30,  1996 the  Company  was in  compliance  with these
covenants.   The  New   Agreement   also   includes   covenants   pertaining  to
profitability,  limiting capital expenditures and additional  indebtedness.  The
Company  believes the inventory  turnover  covenant to be the most  restrictive,
requiring  minimum inventory  turnovers as high as 2.25 times annually.  The New
Agreement also prohibits the payment of dividends.
Management  believes this credit  facility  will meet its working  capital needs
until May 1999.

     In connection  with the  refinancing,  The Chase  Manhattan  Bank, N.A. and
Fleet  National  Bank (the  "Banks")  amended and restated  the existing  credit
facility (the  "Agreement")  to provide the Company with a $4,000,000  term loan
(the "Term Loan") in lieu of a like amount of revolving debt. The Term Loan will
be repaid in $200,000  quarterly  increments  starting in June 1997 with a final
payment of $2,600,000  due May 1999.  The Term Loan bears  interest at 2.5% over
the Banks' prime  lending rate and is  collaterialized  by a senior lien on real
property, improvements and certain fixtures, and a subordinate lien on all other
assets.  The Term Loan also  contains an annual  facility  fee of 2% of the term
loan and a maximum success fee of $450,000 payable as follows; $225,000 on final
maturity with the balance payable subsequently in six equal monthly installments
of $37,500.  The facility fee and success fee are being  included in selling and
administrative expenses over the life of the loan.

         The financing agreements include provisions  specifying that a material
adverse  effect,  as  determined by the lenders,  in the  financial  position or
results of operations of the Company is an event of default.  As such,  the Term
Loan,  which would otherwise be classified as long-term,  has been classified as
current on the balance sheet at June 30, 1996.

<PAGE>



                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

(a)  Exhibits

             27.0              Financial data schedule.


(b)  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: August 9, 1996


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