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, 2000
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 (IRS employer
of 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, 2000
Common stock, $.10 par value 5,522,520
SWANK, INC.
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements. CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
<S> <C> <C> <C> <C>
ASSETS
Current:
Cash and cash equivalents $313 $1,258
Accounts receivable, less allowances
of $6,304 and $10,176 23,615 16,328
Inventories
Raw materials $8,754 $7,666
Work in process 7,746 5,924
Finished goods 20,859 37,359 22,803 36,393
Deferred income taxes 5,963 5,963
Income taxes recoverable 3,887 -
Prepaid and other 1,740 1,329
Total current assets 72,877 61,271
Property, plant and equipment, at cost 28,953 28,577
less accumulated depreciation and amortization 23,494 5,459 22,531 6,046
Other assets 7,997 7,623
Total assets $86,333 $74,940
LIABILITIES
Current:
Notes payable to banks $28,564 $16,762
Current portion of long-term debt 196 181
Accounts payable 9,818 4,162
Accrued employee compensation 3,494 3,296
Income taxes payable - 1,701
Other current liabilities 5,297 4,740
Total current liabilities 47,369 30,842
Long-term obligations 9,875 9,999
Total liabilities 57,244 40,841
Minority Interest in consolidated subsidiary 264 505
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
Authorized 1,000,000 shares
Common stock, par value $.10
Authorized 43,000,000 shares:
Issued 5,633,712 and 5,633,712 shares 563 563
Capital in excess of par value 1,580 1,580
Retained earnings 27,071 31,672
Accumulated other comprehensive income 64 15
29,278 33,830
Treasury stock, at cost, 111,192 shares and (236) (236)
111,173 shares
Deferred employee benefits (217) -
Total stockholders' equity 28,825 33,594
Total liabilities and stockholders' equity $86,333 $74,940
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
(Dollars in thousands except per share data)
---------------------------------
2000 1999
Net sales $38,601 $40,938
Cost of goods sold 24,796 24,679
Gross profit 13,805 16,259
Selling and administrative expenses 15,518 14,500
Restructuring expenses 261 -
Income (Loss) from operations (1,974) 1,759
Interest expense, net 650 513
Income (Loss) before income taxes and minority (2,624) 1,246
interest
Provision (Benefit) for income taxes (1,050) 541
Minority interest in (income) loss of consolidated 103 (32)
subsidiary
Net Income (Loss) $(1,471) $673
Share and per share information:
Weighted average common shares outstanding 5,522,520 5,522,538
Net Income (Loss) per common share $(.27) $ .12
Weighted average common shares outstanding assuming 5,522,520 5,569,727
dilution
Net Income (Loss) per common share assuming dilution $(.27) $ .12
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Dollars in thousands except per share data)
----------------
2000 1999
Net sales $109,153 $110,862
Cost of goods sold 69,578 68,992
Gross profit 39,575 41,870
Selling and administrative expenses 44,056 40,899
Restructuring expenses 1,941 -
Income (Loss) from operations (6,422) 971
Interest charges, net 1,648 1,252
(Loss) before income taxes and minority interest (8,070) (281)
(Benefit) for income taxes (3,228) (130)
Minority interest in loss of consolidated subsidiary 241 193
Net Income (Loss) $(4,601) $42
Share and per share information:
Weighted average common shares outstanding 5,522,520 5,522,227
Net Income (Loss) per common share $(.83) $.01
Weighted average common shares outstanding assuming 5,522,520 5,573,800
dilution
Net Income (Loss) per share assuming dilution $(.83) $.01
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Dollars in thousands)
--------------
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net Income (Loss) $(4,601) $42
Adjustments to reconcile net income (loss)
to net cash (used) in operations:
Depreciation and amortization 1,085 1,124
(Recovery) of bad debts (194) (11)
Minority interest in net (loss) of consolidated (241) (193)
subsidiary
(Gain) on sale of assets (48) -
Changes in assets and liabilities:
(Increase) in accounts receivable (7,094) (8,085)
(Increase) in inventory (966) (3,106)
(Increase) in income taxes recoverable (3,886) (1,124)
(Increase) in prepaid and other current assets (449) (714)
Decrease (Increase) in other noncurrent assets 85 (58)
Increase in accounts payable 6,448 912
and other accrued liabilities
(Decrease) in income taxes payable (1,701) (1,888)
Increase in long-term obligations - 137
Net cash (used) in operations (11,562) (12,964)
Cash flows from investing activities:
Capital expenditures (478) (1,013)
Premiums on life insurance (496) (540)
Proceeds from sales of fixed assets
66 9
Net cash (used) in investing activities (908) (1,544)
Cash flows from financing activities:
Borrowing under revolving credit agreements 56,466 57,034
Payments of revolving credit obligations (44,663) (42,950)
Principal payments on long-term debt (110) (327)
Advance to retirement plan (217) (3)
Proceeds from exercise of employee stock options - 14
Net cash provided by financing activities 11,476 13,768
Currency translation adjustment 49 -
Net (decrease) in cash and cash equivalents (945) (740)
Cash and cash equivalents at beginning of period 1,258 757
Cash and cash equivalents at end of period $313 $17
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
SWANK, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(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,
2000 and 1999. 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. Certain amounts from previous
periods have been reclassified to conform with the current
presentation. Footnote information was included in financial
statements included in the Company's 1999 Annual Report on Form
10-K. The condensed financial data included herein should be
read in conjunction with the information in the annual report.
(2) During the nine month period ended September 30, 2000, the
Company has not incurred any material changes in commitments and
contingencies set forth in Footnote I of the 1999 Annual Report
to Stockholders.
(3) The following table sets forth the computation of net income
(loss) per share for the quarter and nine months ending September
30, 2000 and September 30, 1999 (in thousands, except for share
and per share data):
<TABLE>
<CAPTION>
Quarter Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $(1,471) $673 $(4,601) $42
Denominators:
Shares used in computing net income (loss) per
common share 5,522,520 5,522,538 5,522,520 5,522,227
Effect of dilutive options - 47,189 - 51,573
Shares used in computing net income (loss) per common 5,522,520 5,569,727 5,522,520 5,573,800
share assuming dilution
Net income (loss) per common share $(.27) $.12 $(.83) $.01
Net income (loss) per common share assuming dilution $(.27) $.12 $(.83) $.01
The Company's 8,496 shares issuable under option agreements
were excluded from the calculation for the nine months ended
September 30, 2000, as the effect of their inclusion would
have been anti-dilutive.
</TABLE>
SWANK, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited,
continued)
(4) Segment Information (in thousands):
Consolidated
Men's Women's Other Total
3 months ending September 30
2000
Revenue from external customers $25,768 $11,060 $1,773 $38,601
Segment income (loss) before tax (69) (2,576) 124 (2,521)
1999
Revenue from external customers $25,935 $13,214 $1,789 $40,938
Segment income (loss) before tax 703 359 152 1,214
9 months ending September 30
2000
Revenue from external customers $71,790 $33,273 $4,090 $109,153
Segment income (loss) before tax (2,113) (5,576) (140) (7,829)
1999
Revenue from external customers $68,438 $38,366 $4,058 $110,862
Segment income (loss) before tax (130) 86 (44) (88)
(5) Restructuring. On March 16, 2000, the Company announced a
plan to cease production operations at its jewelry manufacturing
facility located in Attleboro, Massachusetts ("Attleboro") and
transfer its remaining domestic jewelry production requirements
to its majority-owned subsidiary, Joyas y Cueros de Costa Rica,
S.A. and certain third-party vendors. Manufacturing operations at
Attleboro have ceased following the substantially completed
orderly transition of merchandise requirements to other
resources. Management concluded that its Attleboro manufacturing
facility could no longer be competitive in light of the
increasing pressure to sustain gross margins at both the
wholesale and retail level and that maintaining a domestic large-
scale jewelry manufacturing operation was not economically
viable. In connection with the closure, the Company recorded a
restructuring charge of $1,941,000 against income from
operations during the nine months ended September 30, 2000. The
restructuring charge has been stated separately on the Condensed
Consolidated Statement of Operations for the nine months ended
September 30, 2000.
The restructuring charge consists of payroll and related
costs, including outplacement fees and severance for
approximately 195 production related employees affected by the
closure of the Attleboro manufacturing facility.
Approximately 190 employees were terminated prior to the end
of the second quarter with the remainder terminated prior to
the end of the third quarter. As of September 30, 2000,
approximately $1,256,000 of the restructuring charge had been
paid, $330,000 has been reported as a curtailment loss on post-
retirement benefits, and a liability of $355,000 which was
included in Other current liabilities on the Condensed
Consolidated Balance Sheet, remains to be paid. The Company
expects to fully pay the liability by March 31, 2001.
SWANK, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited,
continued)
The restructuring charge was based upon the estimates of the
cost of the employee terminations including outplacement fees,
severance, and curtailment losses related to post-retirement
benefits. In the third quarter, an additional expense of
$261,000 was recorded to recognize adjustments to previous
estimates as a result of management's decision to further
reduce the production labor staff.
(6) On August 4, 2000, the shareholders of the Company approved
an amendment to the Company's Restated Certificate of
Incorporation, as amended, which had been previously approved by
the Board of Directors, in order to effect a one-for-three
reverse stock split of the Company's issued common stock. The
reverse split was effective on August 4, 2000. All references
throughout these financial statements as to number of shares and
per share information reflect the reverse split.
(7) The Company, Yves Saint Laurent Fashion AG, and Yves Saint
Laurent of America, Inc. ("YSL") agreed to terminate the license
agreements for the manufacture and sale of costume jewelry,
belts, and small leather goods. Under the terms of the
Termination Agreement, the Company ceased the manufacture and
importation of YSL products as of May 1, 2000 and discontinued
the sale and promotion of YSL products in the ordinary course of
business as of September 25, 2000. During the quarter, the
Company commenced shipments of new designer merchandise to its
largest customer for YSL goods to replace its existing YSL
business. The Company anticipates that it can readily replace
the balance of its YSL business with other designer or private
label collections and that the termination of the YSL licenses
will have no material affect on its consolidated financial
statements.
(8) As of September 30, 2000, the Company was not in compliance
with the Tangible Net Worth covenant required by its Revolving
Credit and Security Agreement with PNC Bank, National
Association as lender (the "Bank"), dated as of July 27, 1998
and as amended from time to time. The Company obtained a
waiver for the covenant default at September 30, 2000.
(9) New Accounting Pronouncements.
In December 1999, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements," as amended by SAB No. 101A and SAB
No. 101B ("SAB 101"), which is effective no later than the
quarter ending December 31, 2000. SAB No. 101 clarifies the
Securities and Exchange Commission's views regarding
recognition of revenue. The Company will adopt SAB No. 101 in
the fourth quarter of 2000. The Company has not completed
analyzing the effects of the application of SAB No. 101 on the
Company's financial position or results of operations.
In March 2000, the Financial Accounting Standards Board issued
FASB Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an interpretation
of APB Opinion No. 25" ("FIN No. 44"). FIN No. 44 primarily
clarifies (a) the definition of an employee for purposes of
applying APB No. 25, (b) the criteria for determining whether
a plan qualifies as a non-compensatory plan, (c) the
accounting consequence of various modifications to the terms
of previously fixed stock options or awards, and (d) the
accounting for an exchange of stock compensation awards in a
business combination. FIN No. 44 is effective July 1, 2000,
but certain conclusions in FIN No. 44 cover specific events
that occurred after either December 15, 1998 or January 12,
2000. The Company does not expect the application of FIN No.
44 to have a material impact on the Company's financial
position or results of operations.
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 (approximately January - June) and Fall (approximately
July - December) seasons. The Company believes that results of
operations are more meaningful on a seasonal basis than on a
quarterly basis. The timing of shipments can be affected by the
availability of materials, retail sales and fashion trends. These
factors may shift volume between quarters within a season
differently in one year than in another. Due to seasonality and
other factors, the results of the quarter are not necessarily
indicative of the results to be expected for the full year.
On August 4, 2000, the shareholders of the Company approved an
amendment to the Company's Restated Certificate of Incorporation,
as amended, in order to effect a one-for-three reverse stock
split of the Company's issued and outstanding common stock. All
share and per share information presented in this report reflect
the effect of the reverse split.
Net Sales
Net sales for the quarter and nine months ended September 30,
2000 were $38,601,000 and $109,153,000, respectively, reflecting
decreases of $2,337,000 or 5.7% and $1,709,000 or 1.5% compared
to the quarter and nine months ended September 30, 1999,
respectively.
Included in net sales for the nine months ended September 30,
2000, 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. The Company's actual return experience was
better than anticipated at December 31, 1999 principally due to
improved sales at retail for the Company's Men's Accessories
division. The Company's allowance for returns established at
December 31, 1999 also considered shipments of certain new
Women's product lines for which the Company had no direct prior
return experience. These adjustments increased net sales as set
forth in the following table:
Increase (Decrease) in net sales
2000 1999 Change
Men's Accessories $1,740,000 $(488,000) $2,228,000
Women's Accessories 604,000 846,000 (242,000)
Total $2,344,000 $358,000 $1,986,000
Net sales for Men's Accessories decreased $167,000 or less than
1% for the quarter and increased $3,352,000 or 4.9% for the nine
months ended September 30, 2000, both as compared to the same
periods last year. Net sales for Women's Accessories decreased
$2,154,000 or 16.3% and $5,093,000 or 13.3% for the quarter and
nine months ended September 30, 2000, respectively, both as
compared to the same periods last year.
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
The decrease in net sales for Men's Accessories for the quarter
ended September 30, 2000 was primarily due to lower shipments of
men's jewelry and small leather goods, partially offset by
increased sales of men's belts. The Company significantly
increased its shipments of men's belts sold under the Geoffrey
Beene label during the quarter to replace its Yves Saint Laurent
collections at certain accounts. Shipments of the Company's John
Henry collection of men's accessories also increased during the
quarter. The Company first shipped its line of John Henry men's
accessories, which has been well received by retail customers,
during the third quarter of 1999. The increase in net sales for
Men's Accessories for the nine months ended September 30, 2000
was mainly due to an increase in men's belt shipments and the
returns adjustment described above.
As discussed above and in Note 7 to the condensed consolidated
financial statements the Company, Yves Saint Laurent Fashion AG,
and Yves Saint Laurent of America, Inc. ("YSL") agreed during the
quarter to terminate the license agreements for the manufacture
and sale of costume jewelry, belts, and small leather goods.
During the quarter, the Company commenced shipments of new
designer merchandise to a major account to replace its existing
YSL business. The Company anticipates that it can readily replace
the balance of its YSL business with other designer or private
label collections and that the termination of the YSL licenses
will have no material affect on its consolidated financial
statements.
Women's Accessories net sales decreased during the quarter and
nine months principally due to reduced shipments of private label
merchandise to a major mass merchandising account. A significant
increase in shipments of the Company's Anne Klein II women's
jewelry collection during the quarter was largely offset by
reduced volume in other licensed programs. The decrease in net
sales for the nine months ended September 30, 2000 was also due
to a decline in shipments of licensed merchandise to certain
department store customers primarily during the first quarter.
During most of 2000, the Company has been actively repositioning
its branded merchandise lines which may have affected the
availability of certain merchandise collections and shipments to
certain accounts. In addition, the Company anticipates that the
relatively heavy shipments of private label merchandise made to
a major mass merchandising account during the fourth quarter of
1999 will not recur in 2000.
Gross Profit
Gross profit for the quarter and nine months ended September
30, 2000 decreased by $2,454,000 or 15.1% and $2,295,000 or 5.5%
respectively, compared to the quarter and nine months ended
September 30, 1999. Gross profit for Men's Accessories decreased
by $304,000 for the quarter and increased by $794,000 for the
nine months, compared to the same periods last year. Gross profit
for Women's Accessories decreased by $2,187,000 and $3,144,000
for the quarter and nine months respectively. Gross profit
expressed as a percentage of net sales for the quarter and nine
months ended September 30, 2000 decreased to 35.8% and 36.3%
respectively, from 39.7% and 37.8% for the same periods in 1999.
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
Included in gross profit for nine months ended September 30,
2000, 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. The adjustment to net
sales recorded in the second quarter described above resulted in
a favorable adjustment to gross profit as set forth in the
following table:
Increase (Decrease) in gross profit
2000 1999 Change
Men's Accessories $985,000 $(305,000) $1,290,000
Women's Accessories 528,000 577,000 (49,000)
Total $1,513,000 $ 272,000 $1,241,000
Gross profit expressed as a percentage of net sales decreased
to 33.6% and 32.9% for Men's Accessories for the quarter and nine
months ended September 30, 2000 respectively, compared to 34.5%
and 33.3% for the same periods last year. Gross profit expressed
as percentage ofnet sales decreased to 37.7% and 41.2% for
Women's Accessories for the quarter and nine months ended
September 30, 2000 respectively, compared to 48.1% and 44.0% for
the same periods last year.
The decrease in gross profit for Men's Accessories during the
quarter ended September 30, 2000 expressed as a percentage of net
sales was primarily due to an adverse sales mix that favored
lower margin merchandise and higher inventory control costs. For
the year, the decrease in gross profit as a percentage of sales
was mainly due to increased product costs resulting from an
unfavorable sales mix and an increase in certain inventory-
related expenses resulting from an increase in sales of excess
and discontinued merchandise.
The decrease in gross profit expressed as a percentage of net
sales for the quarter for Women's Accessories was primarily due
to lower net sales and higher inventory control costs resulting
from an increase in shipments of excess and discontinued items.
For the nine months ended September 30, 2000, gross profit was
adversely affected by an increase in unfavorable overhead
variances resulting from lower production levels at the Company's
domestic jewelry manufacturing facility (see Note 5) and an
increase in royalty expense resulting from a routine audit by one
of the Company's licensors, partially offset by the returns
adjustment described above and a decrease in merchandise costs
resulting from increased global sourcing of the Company's jewelry
products. As discussed above, the Company anticipates that gross
profit for the fourth quarter will be lower than for the
comparable 1999 period primarily due to lower net sales of
private label women's jewelry.
Selling and Administrative Expenses
Selling and administrative expenses increased $1,018,000 or
7.0% and $3,157,000 or 7.7% for the quarter and nine months ended
September 30, 2000, respectively compared to the same periods
last year. The increase in selling expenses for the quarter is
primarily due to increases in certain fixturing, advertising, and
other promotional expenses associated with the Company's Women's
Accessories division. The Company routinely
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
makes substantial advertising and promotional expenditures to
maintain and enhance its businesses and in addition, certain
license agreements require specified levels of spending. The
Company also completed an extensive refixturing program during
the quarter for one of its women's jewelry designer collections.
Advertising and promotional expenses totaled 11.5% and 7.3% of
net sales for the quarters ended September 30, 2000 and September
30, 1999, respectively, and 9.9% and 6.8%, for the nine month
periods, respectively.
Administrative expenses for the quarter and nine months ended
September 30, 2000 decreased by $489,000 or 16.1% and $695,000 or
8.2%, respectively, compared to the comparable periods in 1999.
The decrease in the quarter is primarily due to lower accruals
associated with certain fringe benefit programs. The decrease
for the nine months is mainly due to lower fringe benefit
accruals, a gain of $476,000 recorded during the first quarter of
2000 resulting from the receipt of common shares associated with
the conversion of a mutual life insurance company to a stock
corporation (commonly known as a demutualization), and a decrease
in certain employee severance and related expenses (exclusive of
the restructuring charges described in Note 5), all partially
offset by an increase in professional fees. During the second
quarter of 1999, the Company recorded an additional expense of
$550,000 for severance benefits associated with a voluntary
workforce reduction program at one of the Company's manufacturing
facilities. This expense was largely offset by a gain of $500,000
also recorded during last year's second quarter in connection
with the settlement of litigation. Selling and administrative
expenses as a percentage of net sales increased to 40.2% and
40.4% for the quarter and nine months ended September 30, 2000,
respectively, from 35.4% and 36.9% for the same periods last
year. The increase is principally due to lower net sales and
increased advertising and promotional expenditures as described
above.
Restructuring Charge
On March 16, 2000, the Company announced a plan to cease
production operations at its jewelry manufacturing facility
located in Attleboro, Massachusetts ("Attleboro") and transfer
its remaining domestic jewelry production requirements to its
majority-owned subsidiary, Joyas y Cueros de Costa Rica, S.A. and
certain third-party vendors. Manufacturing operations at
Attleboro have ceased following the substantially completed
orderly transition of merchandise requirements to other
resources. Management concluded that its Attleboro manufacturing
facility could no longer be competitive in light of the
increasing pressure to sustain gross margins at both the
wholesale and retail level and that maintaining a domestic large-
scale jewelry manufacturing operation was not economically
viable. In connection with the closure, the Company recorded a
restructuring charge of $1,941,000 against income from
operations during the nine months ended September 30, 2000, to
cover employee severance and other payroll related costs.
Management believes that additional integration expenses
associated with the writedown of certain inventory, currently
estimated at $550,000, are also likely to be incurred during the
remainder of fiscal 2000 as the Company completes the process of
resourcing its jewelry merchandise requirements. Integration
costs will be expensed as incurred.
As of September 30, 2000, approximately $1,256,000 had been
paid, and $330,000 has been reported as a curtailment loss on
post-retirement benefits. The Company expects to pay the
remaining $355,000, which has been included in Other current
liabilities at September 30, 2000, by March 31, 2001. The
restructuring charge was based upon the estimates of the cost of
the employee terminations including outplacement fees, severance,
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
and curtailment losses related to certain post-retirement
benefits. Additional expenses of $280,000 and $261,000 were
recorded in the second and third quarters, respectively, to
recognize adjustments to the previous estimates.
The Company anticipates that the restructuring will
generate net pre-tax annualized savings of approximately
$3,000,000 to $5,000,000 reflecting enhanced gross profit margins
from re-sourcing jewelry products to lower cost suppliers and
reduced manufacturing support costs in Attleboro. While the
Company currently does not anticipate any further material
changes to the restructuring charge, management continues to
review the status of its global sourcing and support operations
for further efficiencies cost reduction opportunities.
Interest Expense
Net interest expense increased by $137,000 during the quarter
and $396,000 for the nine months ended September 30, 2000
compared to the same periods in the prior year. The increase was
primarily due to higher borrowing costs compared to the prior
year periods and increased average borrowing levels, especially
during the first half of the year.
Provision for Income Taxes
The Company recorded a benefit for income taxes on the
consolidated pre-tax loss for the quarter and nine months ended
September 30, 2000 at an effective rate of 40.0%, which
approximates the blended state and federal statutory rates. For
the quarter ended September 30, 1999, income taxes were provided
for at an effective rate of 43.4% on consolidated pre-tax income,
and for the nine month period, a benefit was recorded at the rate
of 46.3% on the consolidated pre-tax loss. The decrease in the
effective tax rates resulted primarily from the reduction in
nontaxable income from life insurance policies. No income tax
benefit is anticipated on losses incurred by the Company's Costa
Rican subsidiary.
Liquidity and Capital Resources
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 in the fourth quarter. The Company builds its
inventory during the year to meet the demand for the holiday
season. The required cash is provided by a revolving credit
facility.
On August 4, 2000, the Company's shareholders approved a
proposal to amend the Company's Restated Certificate of
Incorporation, as amended, to effect a one-for-three reverse
stock split of the Company's issued and outstanding common stock.
The reverse split was undertaken primarily to increase the price
of its shares of common stock to comply with the $1 minimum bid
price requirement for continued listing on the Nasdaq SmallCap
Market.
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
The Company's working capital decreased by $4,921,000 during
the nine months ended September 30, 2000 compared to a decrease
of $411,000 for the nine months ended September 30, 1999.
Cash used in operations for the nine months totaled $11,562,000
consisting primarily of the consolidated net loss, increases in
accounts receivable and certain prepaid costs and recoverable
income taxes, and a decrease in income taxes payable, offset in
part by increases in accounts payable and other accrued
liabilities. Accounts receivable increased by $7,094,000
reflecting seasonal increases in net sales and reductions in
allowances. Accounts receivable allowances decreased due to
actual charges processed in 2000 for cash discounts, in-store
markdowns, cooperative advertising, and customer returns
primarily relating to 1999. These reductions are partially
offset by increases resulting from accruals associated with
current period sales activity. Income taxes payable declined by
$1,701,000 and income taxes recoverable increased by $3,886,000
primarily due to the consolidated net loss and tax payments made
in 2000. Inventory levels increased by $966,000 for the nine
months ended September 30, 2000 compared to a $3,106,000 increase
for the comparable period last year. The smaller increase in
inventory balances in 2000 reflects the Company's continuing
efforts to re-focus its merchandise collections, reduce on-hand
balances of in-line inventory, and aggressively dispose of excess
and discontinued goods.
Cash used in investing activities was $908,000 for capital
expenditures and insurance premiums, net of proceeds from asset
dispositions. Cash provided by financing activities totaled
$11,476,000 consisting primarily of net borrowings under the
Company's revolving credit agreement.
As of September 30, 2000, the Company was not in compliance with
the Tangible Net Worth covenant required by its Revolving Credit
and Security Agreement with PNC Bank, National Association as
lender (the "Bank"), dated as of July 27, 1998 and as amended
from time to time. The Company obtained a waiver for the covenant
default at September 30, 2000.
"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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
During the nine month period ended September 30, 2000, there
were no material changes in the information called for by this
item from the information contained in Item 7A of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On August 4, 2000, the Company's stockholders approved a
proposal to amend the Company's Restated Certificate of
Incorporation, as amended to date, to effect a one-for-three
reverse stock split of the Company's issued shares of common
stock, $.10 par value per share ("Common Stock"). The reverse
stock split has become effective. As a result, each three shares
of Common Stock issued and outstanding and held in the treasury
of the Company immediately prior to the effectiveness of the
reverse stock split were combined into one share of Common Stock.
No fractional shares of Common Stock were issued in connection
with the reverse stock split. Instead, each holder of shares
received a cash payment in lieu of such fractional shares at a
price equal to the fraction that such stockholder would have
otherwise be entitled to receive multiplied by $1.50. There is
no change in the par value of the Common Stock.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Description
4.1 Fourth Amendment to Revolving Credit and
Security Agreement dated as of October 18, 2000
between the Company and PNC Bank, National
Association as lender.
27.0 Financial data schedule.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K on August 4,
2000 with respect to an event reported under Item 5 - Other
Events.
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
_____________________
Jerold R. Kassner
Senior Vice President,
Chief Financial Officer
And Treasurer
Date: November 13, 2000
