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 June 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 August 4, 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>
June 30, 2000 December 31, 1999
<S> <C> <C> <C> <C>
ASSETS
Current:
Cash and cash equivalents $167 $1,258
Accounts receivable, less allowances
of $6,507 and $10,176 15,169 16,328
Inventories
Raw materials $8,584 $7,666
Work in process 6,769 5,924
Finished goods 19,849 35,202 22,803 36,393
Deferred income taxes 5,963 5,963
Income taxes recoverable 2,301 -
Prepaid and other 2,308 1,329
Total current assets 61,110 61,271
Property, plant and equipment, at cost 28,864 28,577
less accumulated depreciation and amortization 23,205 5,659 22,531 6,046
Other assets 7,910 7,623
Total assets $74,679 $74,940
LIABILITIES
Current:
Notes payable to banks $24,078 $16,762
Current portion of long-term debt 185 181
Accounts payable 2,367 4,162
Accrued employee compensation 2,458 3,296
Income taxes payable - 1,701
Other current liabilities 4,605 4,740
Total current liabilities 33,693 30,842
Long-term obligations 10,233 9,999
Total liabilities 43,926 40,841
Minority Interest in consolidated subsidiary 367 505
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
Authorized 1,000,000 shares
Common stock, par value $.10
Authorized 14,333,333 shares:
Issued 5,634,315 and 5,634,314 shares 563 563
Capital in excess of par value 1,580 1,580
Retained earnings 28,541 31,672
Accumulated other comprehensive income 23 15
30,707 33,830
Treasury stock, at cost, 111,192 shares and 111,173 (236) (236)
shares
Deferred employee benefits (85) -
Total stockholders' equity 30,386 33,594
Total liabilities and stockholders' equity $74,679 $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 JUNE 30, 2000 AND 1999
(Dollars in thousands except per share data)
---------------------------------
2000 1999
Net sales $34,578 $32,725
Cost of goods sold 21,698 21,170
Gross profit 12,880 11,555
Selling and administrative expenses 14,738 12,715
Restructuring expenses 280 -
(Loss) from operations (2,138) (1,160)
Interest expense, net 606 391
(Loss) before income taxes and minority (2,744) (1,551)
interest
(Benefit) for income taxes (1,097) (762)
Minority interest in loss of consolidated 116 43
subsidiary
Net (loss) $(1,531) $(746)
Share and per share information:
Weighted average common shares outstanding 5,522,520 5,523,141
Net (loss) per common share $ (.28) $ (.14)
Weighted average common shares outstanding 5,522,520 5,523,141
assuming dilution
Net (loss) per common share assuming $ (.28) $ (.14)
dilution
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Dollars in thousands except per share data)
----------------
2000 1999
Net sales $70,552 $69,924
Cost of goods sold 44,782 44,313
Gross profit 25,770 25,611
Selling and administrative expenses 28,538 26,399
Restructuring expenses 1,680 -
(Loss) from operations (4,448) (788)
Interest charges, net 998 739
(Loss) before income taxes and minority interest (5,446) (1,527)
(Benefit) for income taxes (2,178) (672)
Minority interest in loss of consolidated subsidiary 138 224
Net (loss) $(3,130) $(631)
Share and per share information:
Weighted average common shares outstanding 5,522,520 5,522,675
Net (loss) per common share $(.57) $(.11)
Weighted average common shares outstanding assuming 5,522,520 5,522,675
dilution
Net (loss) per share assuming dilution $(.57) $(.11)
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<TABLE>
SWANK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Dollars in thousands)
--------------
<CAPTION>
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(3,130) $(631)
Adjustments to reconcile net (loss)
to net cash (used) in operations:
Depreciation and amortization 710 742
(Recovery) of bad debts (199) (30)
Minority interest in net (loss) of consolidated subsidiary (138) (224)
Gain on sale of assets - -
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable 1,358 (786)
Decrease (Increase) in inventory 1,191 (393)
(Increase) in income taxes recoverable (2,301) (1,599)
(Increase) in prepaid and other current assets
(1,004) (354)
Decrease (Increase) in other noncurrent assets 39 (43)
(Decrease) in accounts payable (2,736) (911)
and other accrued liabilities
(Decrease) in income taxes payable (1,701) (1,888)
Increase in long-term obligations 303 65
Net cash (used) in operations (7,608) (6,052)
Cash flows from investing activities:
Capital expenditures (301) (788)
Premiums on life insurance (358) (409)
Proceeds from sales of fixed assets 4 -
Net cash (used) in investing activities (655) (1,197)
Cash flows from financing activities:
Borrowing under revolving credit agreements 39,598 38,520
Payments of revolving credit obligations (32,284) (31,635)
Principal payments on long-term debt (65) (168)
Advance to retirement plan (85) -
Proceeds from exercise of employee stock options - 14
Net cash provided by financing activities 7,164 6,731
Currency translation adjustment 8 -
Net (decrease) in cash and cash equivalents (1,091) (518)
Cash and cash equivalents at beginning of period 1,258 757
Cash and cash equivalents at end of period $167 $239
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 June 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 six month period ended June 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 (loss)
per share for the quarter and six months ending June 30, 2000 and
June 30, 1999 (in thousands, except for share and per share
data):
<TABLE>
<CAPTION>
Quarter Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Numerator:
Net (loss) $(1,531) $(746) $(3,130) $(631)
Denominators:
Shares used in computing net (loss) per
common share 5,522,520 5,523,141 5,522,520 5,522,675
Effect of dilutive options - - - -
Shares used in computing net (loss) per common 5,522,520 5,523,141 5,522,520 5,522,675
share assuming dilution
Net (loss) per common share $(.28) $(.14) $(.57) $(.11)
Net (loss) per common share assuming dilution $(.28) $(.14) $(.57) $(.11)
The Company's 12,744 shares of dilutive options were excluded
from the calculation 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 June 30
2000
Revenue from external customers $22,886 $10,399 $1,293 $34,578
Segment income (loss) before tax (551) (1,960) (117) (2,628)
1999
Revenue from external customers $20,503 $10,988 $1,234 $32,725
Segment income (loss) before tax (647) (810) (51) (1,508)
6 months ending June 30
2000
Revenue from external customers $46,022 $22,213 $2,317 $70,552
Segment income (loss) before tax (2,044) (3,000) (264) (5,308)
1999
Revenue from external customers $42,503 $25,152 $2,269 $69,924
Segment income (loss) before tax (833) (273) (197) (1,303)
(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 will cease following the orderly transition of
merchandise requirements to other resources, which was originally
anticipated to be completed on or about May 15, 2000, but will
likely continue until approximately August 15, 2000. Management
has concluded that its Attleboro manufacturing facility can 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 is not economically viable. In connection with the
closure, the Company recorded a restructuring charge of
$1,680,000 against income from operations during the six months
ended June 30, 2000. The restructuring charge has been stated
separately on the Condensed Consolidated Statement of Operations
for the six months ended June 30, 2000.
The restructuring charge consists of payroll and related
costs, including outplacement fees and severance for
approximately 190 production related employees affected by the
closure of the Attleboro manufacturing facility.
Approximately 182 employees were terminated prior to the end
of the second quarter. The remaining employees will be
involved in the closing of operations until about August 15,
2000. As of June 30, 2000, approximately $881,000 of the
restructuring charge had been paid, $330,000 has been reported
as a curtailment loss on post-retirement benefits, and a
liability of $469,000 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 January 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 second quarter, an additional expense of
$280,000 was recorded to recognize adjustments to the previous
estimates of the early retirement incentives.
(6) Subsequent Event. 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 have been restated to reflect
the reverse split.
(7) Subsequent Event. The Company, Yves Saint Laurent Fashion
AG, and Yves Saint Laurent of America, Inc. ("YSL") have 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 June 25, 2000. The Company has
entered into an agreement with its largest customer for YSL goods
to replace its YSL business with another licensed designer
collection. 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) 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
ended 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" ("FINN No. 44"). FINN 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. FINN No. 44 is
effective July 1, 2000, but certain conclusions in FINN 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 have
been restated to reflect retroactive effect of the reverse split.
Net Sales
Net sales for the quarter and six months ended June 30, 2000
were $34,578,000 and $70,552,000, respectively, an increase of
$1,853,000 or 5.7% and $628,000 or less than 1% compared to the
quarter and six months ended June 30, 1999, respectively.
Included in net sales for both the quarter and the six months
ended June 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 increased $2,383,000 or 11.6%
and $3,519,000 or 8.3% for the quarter and six months ended June
30, 2000, respectively, both as compared to the same periods last
year. Net sales for Women's Accessories decreased $589,000 or
5.4% and $2,939,000 or 11.7% for the quarter and six months ended
June 30, 2000, respectively, both as compared to the same periods
last year.
The increase in net sales for Men's Accessories for the quarter
ended June 30, 2000 was primarily due to the returns adjustment
described above and to increased shipments of certain branded
merchandise programs for men's belts, offset in part by lower
sales of private label belts to mass merchandising customers.
The first substantial
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
shipments of the Company's John Henry belt and small leather
goods collections, which have been well received by retail
customers, occurred during the third quarter of 1999.
Women's Accessories net sales decreased during the quarter and
six months principally due to reduced shipments of private label
merchandise to certain mass merchandising customers. The
decrease in net sales for the six months ended June 30, 2000 was
also due to a decline in shipments of branded merchandise to
department store customers.
During the first six months 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. The Company also made
substantial shipments of its Kenneth Cole women's jewelry
collection, which was first shipped to retail customers in
December 1998, during the first six months of 1999.
As described in Note 7 to the condensed consolidated financial
statements, the Company, Yves Saint Laurent Fashion AG, and Yves
Saint Laurent of America, Inc. ("YSL") have agreed to terminate
the license agreements for the manufacture and sale of costume
jewelry, belts, and small leather goods. The Company has entered
into an agreement with its largest customer for YSL goods to
replace its YSL business with another licensed designer
collection. 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.
Gross Profit
Gross profit for the quarter and six months ended June 30, 2000
increased by $1,325,000 or 11.5% and $159,000 or less than 1%
respectively, compared to the quarter and six months ended June
30, 1999. For the quarter and six months, gross profit for Men's
Accessories increased by $1,283,000 and $1,098,000 respectively,
and gross profit for Women's Accessories decreased by $4,000 and
$957,000 respectively, compared to the same periods last year.
Gross profit expressed as a percentage of net sales for the
quarter and six months ended June 30, 2000 increased to 37.2% and
decreased to 36.5% respectively, from 35.3% and 36.6% for the
same periods in 1999.
Included in gross profit for both the quarter and the six
months ended June 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 increased
to 34.3% and decreased to 32.5% for Men's Accessories for the
quarter and six months ended June 30, 2000 respectively, compared
to 32.1% and 32.6% for the
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
same periods last year. Gross profit expressed as percentage of
net sales increased to 41.4% and 43.0% for Women's Accessories
for the quarter and six months ended June 30, 2000 respectively,
compared to 39.2% and 41.8% for the same periods last year.
The increase in gross profit for Men's Accessories during the
quarter ended June 30, 2000 expressed as a percentage of net
sales was primarily due to the returns adjustment discussed above
and a decrease in inventory-related costs resulting from improved
returns experience. For the year, gross profit as a percentage of
sales was approximately flat due to increased product costs resulting from
an unfavorable sales mix, offset partially by a decrease in
inventory-related expenses and higher net sales.
The increase in gross profit expressed as a percentage of net
sales for both the quarter and year ended June 30, 2000 for
Women's Accessories was primarily due to the returns adjustment,
a decrease in merchandise costs resulting from increased global
sourcing of the Company's jewelry products, and a decrease in
inventory-related charges. For the six months ended June 30,
2000, these improvements were offset in part by an increase in
unfavorable overhead variances resulting from lower production
levels at the Company's domestic jewelry manufacturing facility
(see Note 5). Gross profit for both the quarter and year was
also affected by an increase in royalty expense resulting from a
routine audit by one of the Company's licensors.
Selling and Administrative Expenses
Selling and administrative expenses increased $2,023,000 or
15.9% and $2,139,000 or 8.1% for the quarter and six months ended
June 30, 2000, respectively compared to the same periods last
year. The increase in selling expenses for the quarter is
primarily due to increases in variable costs associated with
higher net sales and planned increases in certain advertising and
promotional expenditures, especially for Women's Accessories. The
Company routinely makes substantial advertising and promotional
expenditures to maintain and enhance its businesses and in
addition, certain license agreements require specified levels of
spending. Advertising and promotional expenses totaled 9.0% and
6.1% of net sales for the quarters ended June 30, 2000 and June
30, 1999, respectively, and 9.1% and 6.6%, for the six month
periods, respectively.
Administrative expenses for the quarter and six months ended
June 30, 2000 increased by $217,000 and decreased by $205,000,
respectively, compared to the comparable periods in 1999. The
increase for the quarter was primarily due to an increase in
compensation and related expenses and professional fees offset by
a reduction in certain severance and related expenses. 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. The decrease
for the six months is mainly due to 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 mutal life
insurance company to a stock corporation (commonly known as a
demutualization), and a decrease in restructuring expense
(exclusive of the restructuring charges described in Note 5),
partially offset by an increase in professional fees. Selling
and administrative expenses as a percentage of net sales
increased to 42.6% and 40.5% for the quarter and six months ended
June 30, 2000, respectively, from 38.9% and 37.8% for the same
periods last year. The increase is principally due to higher
advertising and promotional expenditures as described above.
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
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 will cease following the orderly transition of
merchandise requirements to other resources, which was originally
anticipated to be completed on or about May 15, 2000 but, will
likely continue to approximately August 15, 2000.
Management has concluded that its Attleboro manufacturing
facility can 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 is not
economically viable. In connection with the closure, the Company
recorded a restructuring charge of $1,680,000 against income
from operations during the six months ended June 30, 2000, to
cover employee severance and other payroll related costs.
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 remaining
merchandise requirement. Integration costs will be expensed as
incurred.
As of June 30, 2000, approximately $881,000 had been paid, and
$330,000 has been reported as a curtailment loss on post-
retirement benefits. The Company expects to pay the remaining
$469,000, which has been included in Other current liabilities at
June 30, 2000, by January 31, 2001. The restructuring charge was
based upon the estimates of the cost of the employee terminations
including outplacement fees, severance, and curtailment losses
related to certain post-retirement benefits. In the second
quarter, an additional expense of $280,000 was recorded 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. The Company currently does not
anticipate any further material changes to the restructuring
charge although management continues to review the status of its
global sourcing and remaining manufacturing operations.
Interest Expense
Net interest expense increased by $215,000 during the quarter
and increased by $259,000 for the six months ended June 30, 2000
compared to the same periods in the prior year. The increase was
primarily due to both higher average borrowing levels and
increased borrowing costs compared to the prior year periods.
Provision for Income Taxes
The Company recorded benefits for income taxes on the
consolidated pre-tax losses for the quarter and six months ended
June 30, 2000 at an effective rate of 40.0%, which approximates
the blended state and federal statutory rates. For the quarter
ended June 30, 1999, income taxes were provided for at an
effective rate of 49.0% on consolidated pre-tax income and 44.0%
for the six months. 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.
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
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. The Company believes that maintaining the Company's
listing on the Nasdaq SmallCap Market may provide the Company
with a broader market for its common stock and facilitate the use
of its common stock in any financing or acquisition transactions
in which the Company may engage.
The Company's working capital decreased by $3,012,000 during
the six months ended June 30, 2000 compared to a decrease of
$1,157,000 for the six months ended June 30, 1999.
Cash used in operations for the six months totaled $7,608,000
consisting primarily of the consolidated net loss, increases in
certain prepaid costs and recoverable income taxes, and decreases
in income taxes and accounts payable, offset in part
by reductions in inventory and accounts receivable balances.
Accounts receivable decreased by $1,358,000 primarily
due to lower sales during the quarter compared to the fourth of
quarter of 1999 offset partially by seasonal reductions in
accounts receivable 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 $2,301,000 primarily due to
the consolidated net loss and tax payments made in 2000.
Inventory levels fell by $1,191,000 reflecting the Company's
ongoing efforts to refocus certain merchandise assortments
and dispose of excess and out-of-line merchandise.
Cash used in investing activities was $655,000 for capital
expenditures and insurance premiums, net of proceeds from asset
dispositions. Cash provided by financing activities totaled
$7,164,000 consisting primarily of net borrowings under the
Company's revolving credit agreement.
Year 2000
Management believes that the Company was able to modify its
significant software systems to make them Year 2000 compliant
without material effects on the Company's business or results of
operations. The identification of date issues associated with key
applications software developed both internally by the Company
and by third-party vendors and the necessary modifications were
completed at December 31, 1999. The Company to date has not
experienced any Year 2000-events that had a material adverse
affect on its operations or business.
As part of its program to identify and remediate
potential Year 2000 exposures, the Company, beginning in
September 1998, began surveying third parties with whom it had
material business relationships to obtain
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operations (continued)
information and representations concerning the respective
readiness of each relative to Year 2000. Because many of the
Company's third party relationships are with public companies,
the Company also began reviewing the various public filings of
these companies to monitor the status of their representations
concerning Year 2000 readiness. Third parties contacted or
monitored included major customers, determined regardless of
whether there is an existing Electronic Data Interchange ("EDI")
relationship, major vendors and suppliers of key services such as
utilities, telecommunications and banking. As described above, the Company
to date has not experienced any material Year 2000-related
disruptions in its operations arising from third party
relationships. The Company installed Year 2000 compliant EDI
software in 1999 and has to date experienced no material
interruption in electronic sales order processing. A significant
disruption in EDI processing could materially impair the
Company's shipments.
Although no material Year 2000 disruptions have occurred to
date, the Company's seasonality provides something of a buffer
against date-related risks that may be as yet unidentified.
Management has not developed a formal contingency plan to with
regard to potential future risks but the Company intends to
continue to monitor its key relationships with suppliers,
customers, and service providers for any Year 2000 issues that
may arise.
Most of the Company's applications software was internally
developed and the necessary modifications were completed in 1999
utilizing existing internal personnel resources. Management does
not believe that use of existing resources for Year 2000
remediation has been or will be materially detrimental to the
completion of other significant IT projects. The Company
purchased specific Year 2000 upgrades with respect to certain
third party software applications. The aggregate cost of these
upgrades through June 30, 2000 was approximately $75,000. In
addition, the total cost incurred to make the Company's network Year 2000
compliant was approximately $25,000. The Company does not believe
that any future expenditures related to Year 2000 compliance will
be significant.
"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 six month period ended June 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 was combined into one share of Common Stock.
No fractional shares of Common Stock will be issued in connection
with the reverse stock split. Instead, each holder of shares
will receive 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 4. Submission of Matters to a Vote of Security Holders
The Company's 2000 Annual Meeting of Stockholders (the "Annual
Meeting") was held on April 20, 2000. At the Annual Meeting,
stockholders:
(a) Elected the following directors to serve as Class II
directors of the Company until the Company's 2003 Annual Meeting
of Stockholders and until the election and qualification of their
respective successors, by the following votes:
Director For Withheld
John Tulin 13,289,370 469,041
John J. Macht 13,318,984 440,427
(b) Approved the appointment of PricewaterhouseCoopers L.L.P.
as the independent accountants of the Company for the fiscal year
ending 2000, by the following vote:
For Against Abstain
13,450,506 126,646 181,259
The Company also held a Special Meeting of Stockholders on
August 4, 2000 (the "Special Meeting"). At the Special Meeting,
stockholders approved an amendment to the Company's restated
Certificate of Incorporation, as amended to date, in order to
effect a one-for-three reverse stock split by the following vote:
For Against Abstain
12,786,805 1,323,008 245,066
PART II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Description
10.1 Letter Agreement effective May 1, 2000 between
the Company and The Macht Group.
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
/s/ Jerold R. Kassner
Jerold R. Kassner
Senior Vice President
Chief Financial Officer
and Treasurer
Date: August 14, 2000
