SECURITIES 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 September 30, 1997
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
incorporation 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 October 31, 1997
Common stock, $.10 par value 16,509,523
<PAGE>
SWANK, INC.
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements. CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED)
(Dollars in thousands)
September 30, 1997 December 31, 1996
ASSETS
Current:
Cash and cash equivalents $ 442 $ 2,871
Accounts receivable, less allowances
of $7,992 and $10,463 17,749 7,977
Inventories, at the lower of cost or
market
Raw materials $4,595 $3,930
Work in process 8,972 5,122
Finished goods 16,358 29,925 13,318 22,370
Deferred income taxes 2,921 2,921
Prepaid and other current 1,361 1,766
Total current assets 52,398 37,905
Property, plant and equipment, at cost 24,067 23,260
Capital leases 1,404 1,404
less accumulated depreciation and (18,964) 6,507 (17,904) 6,760
amortization
Other assets 4,415 4,122
Total assets $63,320 $48,787
LIABILITIES
Current:
Short-term debt $15,341 $ 0
Current portion of term loan and 1,137 1,637
capital leases
Term loan classified as current 2,095 2,700
Accounts payable 4,245 3,331
Accrued employee compensation 5,673 4,776
Income taxes payable 287 1,483
Other current liabilities 4,130 4,938
Total current liabilities 32,908 18,865
Long-term obligations 7,914 8,591
Total liabilities 40,822 27,456
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
shares
Capital in excess of par value 570 852
Retained earnings 21,242 23,496 20,776 23,312
Deferred employees' benefits
489,531 and 1,274,788 shares (289) (1,272)
Treasury stock 333,519 and 333,519 (709) (709)
shares
Total stockholders' equity 22,498 21,331
Total liabilities and stockholders' $63,320 $48,787
equity
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<PAGE>
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE QUARTERS ENDED SEPTEMBER 30, 1997 AND 1996
(Dollars in thousands)
----------------
1997 1996
Net Sales $36,165 $31,630
Cost of goods sold 20,970 18,673
Gross profit 15,195 12,957
Selling and administrative expenses 12,941 12,846
Income from operations 2,254 111
Interest charges 438 471
Income (loss) before income taxes 1,816 (360)
Provision (benefit) for income taxes 708 (90)
Net income (loss) $1,108 $(270)
Share and per share information:
Weighted average common shares outstanding 16,327,515 15,776,448
Net income (loss) per share $.07 $(.02)
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<PAGE>
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Dollars in thousands)
----------------
1997 1996
Net Sales $91,311 $91,587
Cost of goods sold 51,719 54,148
Gross profit 39,592 37,439
Selling and administrative expenses 37,821 38,537
Income (loss) from operations 1,771 (1,098)
Interest charges 1,005 1,437
Income (loss) before income taxes 766 (2,535)
Provision (benefit) for income taxes 299 (634)
Net income (loss) $467 $(1,901)
Share and per share information:
Weighted average common shares outstanding 16,367,798 15,688,155
Net income (loss) per share $.03 $(.12)
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<PAGE>
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Dollars in thousands)
--------------
1997 1996
Cash flow from operating activities:
Net income (loss) $ 467 $(1,901)
Adjustments to reconcile net income (loss)
to net cash used in operations:
Depreciation and amortization 1,375 1,340
Decrease in receivable allowances (2,471) (2,606)
Increase in post retirement benefits 225 264
Loss on disposal of fixed assets - 55
Changes in assets and liabilities
Increase in accounts receivable (7,301) (2,695)
(Increase) decrease in inventory (7,555) 1,609
(Increase) decrease in prepaid and other assets (204) 1,874
Increase (decrease) in accounts payable 147 (1,622)
and accrued other
Net cash used in operations (15,317) (3,682)
Cash flow from investing activities:
Capital expenditures (807) (558)
Net cash used in investing activities (807) (558)
Cash flow from financing activities:
Borrowing under revolving credit agreements 35,053 24,884
Payments of revolving credit agreements (19,712) (20,212)
Principal payments on term loan (1,105) -
Payments of capital lease obligations (252) (194)
Advance to retirement plan (289) (435)
Net cash provided by financing activities 13,695 4,043
Net decrease in cash and cash equivalents (2,429) (197)
Cash and cash equivalents at beginning of period 2,871 1,121
Cash and cash equivalents at end of period $ 442 $ 924
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
September 30, 1997 and 1996. 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 financial statements incorporated
by reference in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996. The condensed
financial data included herein should be read in conjunction
with the information in the Annual Report. Certain prior year
amounts have been reclassified to conform to the current
year's presentation.
(2)During the nine month period ended September 30, 1997, the
Company has not incurred any material changes in commitments
and contingencies as previously referenced in Footnote I of
the 1996 Annual Report.
(3)During the quarter ended March 31, 1997, the Company
fulfilled its previously recorded commitment to allocate
1,274,788 shares to the individual accounts of participants
in the stock ownership component of the Company's retirement
plan. As a result of the allocation, deferred employee
benefits were reduced by $1,272,000, accrued employee
compensation was reduced by $990,000 and capital in excess of
par value was reduced by $282,000.
(4)In February 1997, the FASB issued Statement No. 128,
"Earnings Per Share," which establishes standards for
computing and presenting earnings per share data. The Company
will adopt Statement 128 in the fourth quarter of fiscal 1997
and, based on the existing simple capital structure of the
Company, does not believe the effect of adoption on the
earnings per share calculation will be material.
<PAGE>
Item 2. Management's Discussion and Analysis of 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 more meaningful
on a seasonal basis (six months) than on a quarterly basis as the
timing of sales 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. Due to seasonality and other factors, the results for
the third quarter and nine months are not necessarily indicative
of the results to be expected for the full year.
Net Sales
Net sales for the quarter and for the nine months ended
September 30, 1997 were $36,165,000 and $91,311,000,
respectively, an increase of $4,535,000 (14%) and a decrease of
$276,000 (less than 1%) compared to the corresponding three and
nine month periods ended September 30, 1996. Net sales of Men's
and Women's Jewelry increased by $2,370,000 (18%) and $734,000
(2%) over the quarter and nine months ended September 30, 1996.
Sales of Men's leather accessories increased by $2,293,000 (13%)
for the quarter but declined $182,000 (less than 1%) for the nine
month period. Net sales of Other products decreased by $128,000
(13%) and $828,000 (31%) from the quarter and nine months ending
September 30, 1996, respectively.
Included in net sales for the nine month period ending
September 30 are annual second quarter adjustments to record the
variance between customer returns of prior year shipments
actually received in the current year and the estimate used to
establish the allowance for customer returns at the end of the
preceding fiscal year. These adjustments increased net sales in
both 1997 and 1996 but, as set forth in the following table, the
aggregate increase in 1997 was $344,000 less than in 1996.
Increase (Decrease) in Net Sales
1997 1996 Change
Men's and Women's Jewelry $ 292,000 $1,059,000 $(767,000)
Men's Leather Accessories 752,000 188,000 564,000
Other products (3,000) 138,000 (141,000)
Total $1,041,000 $1,385,000 $(344,000)
The increase in Men's and Women's jewelry net sales during the
quarter ended September 30, 1997 was primarily due to higher
shipments of the Company's Guess? branded Women's merchandise.
Also, net sales of Men's jewelry increased attributable, in part,
to the initial shipments of the Company's Geoffrey Beene line
during the quarter. For the nine month period ended September 30,
1997 compared to the same period in 1996, the effect of increased
third quarter jewelry merchandise shipments in 1997 was reduced
by the returns adjustment described above and also by the
Company's actions in the first half of 1996 to reduce excess
inventories which produced additional sales of discontinued and
closeout merchandise compared to 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
The increase in Men's Leather accessories net sales for the
quarter ended September 30, 1997, was attributable to higher
shipments of both Men's belts and personal leather goods. Net
sales for both products increased due to shipments of new
collections of designer merchandise, including Yves Saint Laurent
and the initial shipments of the Company's Geoffrey Beene line
made during the quarter and from increased shipments of
established brands to certain customers. The net reduction in
Men's leather accessories sales for the nine months ended
September 30, 1997, resulted from effects of a first quarter
decrease in the disposition of excess and discontinued belt
merchandise and the adverse effect of supply issues experienced
in the first quarter, both as compared to the first quarter of
1996. Year-to-date Net sales benefited from the favorable affect
of the returns adjustment described above and, during the first
half of 1997, may also have been adversely affected by a
reduction in orders for established products by certain retailers
pending the availability of the Company's new Men's designer
lines. Management anticipates that the Company will be
strengthened by the addition of the new designer lines; however,
consumer acceptance of the new merchandise at the retail level,
if unfavorable, could adversely affect future operating results.
The decrease in net sales of Other products for both the
quarter and the nine months ended September 30, 1997, reflects
reduced sales of merchandise sold through the Company's factory
outlets and the reduced effect on 1997 of the returns adjustment
described above which arose from residual effects of the gift
line discontinued in 1995.
Net sales at the Company's factory outlets, which are included
in the net sales amounts set forth by product above, decreased by
$325,000 and $1,531,000 for the quarter and the nine months ended
September 30, 1997, respectively. Comparable-store sales
increased 9% for the quarter and 4% for the nine month period
with the remaining overall decrease attributable to store
closings. The Company closed seven store locations during the
first nine months of 1997, and 13 during the first nine months of
1996. Factory outlet sales constituted less than 5% consolidated
net sales for nine-month period ended September 30, 1997.
Management continues to assess the performance of each store
location and believes that the Company's factory outlet division
is still an attractive distribution channel for the disposition
of excess and discontinued merchandise.
Gross Profit
Gross profit for the quarter ended September 30, 1997,
increased $2,238,000 (17%), principally reflecting increased
volume in the quarter, and for the nine month period gross profit
increased $2,153,000 (6%), principally reflecting reduced cost of
goods sold, as compared to the corresponding period in 1996.
Men's and Women's Jewelry gross profit increased $1,623,000 (31%)
for the quarter and $2,173,000 (13%) for the nine month period.
Men's Leather Accessories gross profit increased $562,000 (8%)
and $473,000 (2%), for the quarter and nine months, respectively
and Other Products gross profit increased $53,000 (13%) for the
quarter but decreased $493,000 (36%) for the nine month period
ending September 30, 1997, all compared to the corresponding
periods in 1996. Gross profit from Other products includes
merchandise sold through the Company's factory outlets and, in
1996, the residual effects of the gift line discontinued in 1995.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Included in gross profit for the nine months ending September
30, are annual second quarter adjustments to record the variance
between customer returns of prior year shipments actually
received in the current year and the allowance for customer
returns which was established at the end of the preceding fiscal
year. These adjustments increased gross profit in both 1997 and
1996 but, as set forth in the following table, the aggregate
increase in 1997 was $372,000 less than in 1996.
Increase (Decrease) in Gross Profit
1997 1996 Change
Men's and Women's Jewelry $210,000 $674,000 $(464,000)
Men's Leather Accessories 476,000 72,000 404,000
Other product lines (2,000) 310,000 (312,000)
Total $684,000 $1,056,000 $(372,000)
Gross profit expressed as a percentage of net sales increased
to 42.0% from 41.0% for the quarter and increased to 43.4% from
40.9% for the nine months ended September 30, 1997, as compared
to the equivalent periods in 1996.
Men's and Women's Jewelry gross profit as a percentage of net
sales increased to 44.7% from 40.3% for the quarter and to 47.1%
from 42.5% for the nine months ended September 30, 1997, as
compared to the equivalent periods in 1996. The increase in
gross profit percentage for Men's and Women's Jewelry during both
the quarter and nine month periods was primarily due to lower
merchandise costs, reduced inventory control expenses and more
favorable manufacturing variances. The Company temporarily
increased jewelry production levels early in 1997 to improve
deliveries on certain first quarter shipments. The increase in
gross profit for the year-to-date period was also attributable to
a more favorable sales mix resulting from reduced shipments of
excess and out-of-line merchandise during the first quarter and
by the effect of the second quarter returns adjustment described
above.
Gross profit as a percentage of net sales for Men's Leather
accessories decreased from 41.3% to 39.3% for the quarter ended
September 30, 1997 and increased from 39.0% to 40.1% for the nine
month period. Increased shipments of goods to off-price
customers and higher inventory control expenses reduced gross
profit as a percent of sales during the quarter compared to the
corresponding period in 1996. Gross profit for the nine months
improved as a percentage of net sales primarily due to reduced
merchandise costs.
Other products' gross profit increased from 43.9% to 57.2% of
net sales for the quarter ended September 30, 1997 and decreased
from 52.5% to 49.3% for the nine months ended September 30, 1997.
The increase during the quarter is primarily due to a more
favorable product mix in 1997 as compared to the comparable 1996
period. Gross profit as a percent of sales decreased for the
nine months partly because of the year-to-year difference in the
adjustment to the reserve for returns recorded during the second
quarter, as described above.
Gross profit discussed by product above includes amounts sold
through the Company's factory outlet stores. Gross profit for
the factory outlet stores decreased by $118,000 and $663,000 for
the quarter and nine months ended September 30, 1997
respectively, primarily due to store closings in each year.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Selling and Administrative Expenses
Selling and administrative expenses increased $95,000 (.7%)
for the quarter ending September 30, 1997, and decreased $716,000
(1.9%) for the nine month period, as compared to the preceding
year, principally due to lower administrative costs, including
fringe benefits, and reduced provision for bad debts in 1997.
During the quarter, increased commission costs related to higher
net sales were offset by reduced costs associated with closed
factory stores as compared to the corresponding 1996 period.
Advertising and promotional expenditures totaled 7.0% and 6.4% of
net sales for the nine months ending September 30, 1997 and
September 30, 1996, respectively. Total advertising and
promotion expenses were lower in 1996 due to the financial
constraints which the Company was experiencing at that time.
Selling and administrative expenses as a percentage of net sales
decreased to 35.8% in 1997 from 40.6% for the quarter compared to
the preceding year, primarily due to increased net sales. Selling
and administrative expenses decreased to 41.4% in 1997 from 42.1%
for the nine months ended September 30, due to the effects of
lower costs in 1997, as described above, on slightly lower net
sales.
Interest Expense
Interest expense decreased $33,000 (7%) for the quarter and
$432,000 (30%) for the nine months ended September 30, 1997
reflecting reduced borrowing levels during these periods. The
Company did not commence substantial current year borrowings
under its revolving credit agreement until late in February,
1997.
Provision for Income Taxes
The Company recorded a provision for income taxes at an
effective rate of 39.0% for the quarter and for the nine month
period ending September 30, 1997, which approximates blended
state and federal statutory rates. The Company recorded a tax
benefit during the comparable periods of 1996 at an effective
rate of 25%, which is below the federal statutory rate, to
reflect the then anticipated utilization of alternative minimum
tax credit carryforwards.
Earning (Loss) Per Share
Average shares outstanding used to compute loss per share
are reduced by shares held by the Company's employee stock
ownership plan, net of shares deemed to be allocated to
participants.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Liquidity and Capital Resources
The Company's working capital increased $450,000 during the
nine months ended September 30, 1997.
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 peak during the fourth quarter. The Company generally
builds its inventory during the first three quarters of the year
to meet the demand for the holiday season. The required cash is
provided by a revolving credit facility.
Cash used in operations for the nine month period totaled
$15,317,000, consisting primarily of increases in inventories
and accounts receivable. Inventories increased $7,555,000 or 34%
since the end of the preceding year reflecting seasonal growth
in anticipation of shipments for the upcoming holiday season.
The Company's inventories traditionally are at a seasonal low
point at year-end. Accounts receivable increased by $7,301,000 or
40% during the nine months ended September 30, 1997, primarily
as a result of merchandise shipments in the third quarter.
Accounts receivable allowances decreased due to actual charges
processed for cash discounts, doubtful accounts, in-store
markdowns, cooperative advertising and customer returns. These
reductions are partially offset by increases resulting from
accruals associated with current period activity. The Company
continues to focus on asset management as part of its overall
program to enhance its competitiveness, productivity and
efficiency.
Cash used in investing activities was $807,000, principally
for equipment. Cash provided by financing activities totaled
$13,695,000, consisting primarily of net increases in borrowings
under the Company's revolving credit agreement. Bank term
borrowings were reduced during the period by a $705,000
prepayment required by the loan agreements and by the scheduled
quarterly payments of $200,000 which commenced in the second
quarter.
"Forward Looking Statements"
Certain of the preceding paragraphs contain "forward
looking statements" under the securities laws of the United
States. Actual results may vary from anticipated results as a
result of various risks and uncertainties, including sales
patterns, overall economic conditions, competition, pricing,
consumer buying trends and other factors.
<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
\s\ Christopher F. Wolf
Christopher F. Wolf
Senior Vice President, Treasurer
and Chief Financial Officer
Date: November 7, 1997
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