-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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================================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q |
|
[x] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended |
June 30, 2001 |
OR |
|
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________
Commission file number |
1-457 |
BULOVA CORPORATION |
|||
(Exact name of registrant as specified in its charter) |
|||
New York |
11-1719409 |
||
(State or other jurisdiction of |
(I.R.S. Employer |
||
incorporation or organization) |
Identification No.) |
ONE BULOVA AVENUE, WOODSIDE, NY 11377-7874 |
Address of principal executive offices (Zip code) |
(718) 204-3300 |
(Registrant's telephone number, including area code) |
NOT APPLICABLE |
(Former name, former address and former fiscal year, |
if changed since last report) |
Indicate by check mark 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 |
||||||
_________ |
__________ |
|||||||
Class |
Outstanding at August 3, 2001 |
|||||||
___________________________ |
__________________________ |
|||||||
Common stock, $5 par value |
4,599,857 shares |
==================================================================================== Page 1 |
BULOVA CORPORATION
INDEX TO QUARTERLY REPORT ON
FORM 10-Q FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
For the quarterly period ended June 30, 2001
Item |
Part I. Financial Information |
Page |
No. | No. | |
______ |
______ |
|
1. |
Financial Statements |
|
Consolidated Condensed Balance Sheets |
|
|
Consolidated Condensed Statements of Income |
||
Three and six months ended June 30, 2001 and 2000 |
4 |
|
Consolidated Condensed Statements of Cash Flows |
||
Six months ended June 30, 2001 and 2000 |
5 |
|
Notes to Consolidated Condensed Financial Statements |
6 |
|
2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
Part II. Other Information |
||
6. |
Exhibits and Reports on Form 8-K |
11 |
Page 2
PART I. FINANCIAL INFORMATION
BULOVA CORPORATION AND SUBSIDIARIES |
||
CONSOLIDATED CONDENSED BALANCE SHEETS |
||
(Amounts in thousands) |
||
___________________________________________________________________________________ |
||
June 30, |
December 31, |
|
Assets |
2001 |
2000 |
___________________________________________________________________________________ |
||
Current Assets: |
||
Cash and cash equivalents |
$ 33,185 |
$ 16,862 |
Accounts and notes receivable -- net |
50,092 |
70,686 |
Inventories, principally watches and clocks |
52,082 |
56,072 |
Prepaid expenses |
689 |
2,969 |
Prepaid federal income tax |
258 |
630 |
Deferred income taxes |
10,856 |
10,712 |
----------------- |
------------------ |
|
Total current assets |
147,162 |
157,931 |
----------------- |
------------------ |
|
Property, plant and equipment-net |
15,381 |
15,625 |
----------------- |
------------------ |
|
Other assets: |
||
Deferred income taxes |
13,706 |
14,057 |
Other |
396 |
172 |
----------------- |
------------------ |
|
Total other assets |
14,102 |
14,229 |
----------------- |
------------------ |
|
Total assets |
$ 176,645 |
$ 187,785 |
========= |
========== |
|
Liabilities and Shareholders' Equity |
||
Current liabilities: |
||
Accounts payable |
$ 3,355 |
$ 8,158 |
Accrued expenses |
12,906 |
23,015 |
----------------- |
------------------ |
|
Total current liabilities |
16,261 |
31,173 |
----------------- |
------------------ |
|
Other liabilities and credits: |
||
Postretirement benefits payable |
32,927 |
33,716 |
Pension benefits payable |
1,364 |
1,364 |
----------------- |
------------------ |
|
Total other liabilities and credits |
34,291 |
35,080 |
----------------- |
------------------ |
|
Shareholders' equity |
126,093 |
121,532 |
----------------- |
------------------ |
|
Total liabilities and shareholders' equity |
$ 176,645 |
$ 187,785 |
========== |
=========== |
|
See accompanying Notes to Consolidated Condensed Financial Statements.
Page 3
BULOVA CORPORATION AND SUBSIDIARIES |
||||
CONSOLIDATED CONDENSED STATEMENTS OF INCOME |
||||
(Amounts in thousands, except per share data) |
||||
___________________________________________________________________________________ |
||||
Three Months Ended |
Six Months Ended |
|||
June 30, |
June 30, |
|||
___________________________________________________________________________________ |
||||
2001 |
2000 |
2001 |
2000 |
|
___________________________________________________________________________________ |
||||
Net sales |
$ 30,746 |
$ 29,538 |
$ 62,786 |
$ 64,815 |
Cost of sales |
14,927 |
14,658 |
29,506 |
32,602 |
-------------- |
------------- |
-------------- |
------------ |
|
|
||||
Gross profit |
15,819 |
14,880 |
33,280 |
32,213 |
Selling, general and administrative expenses |
13,472 |
13,065 |
27,494 |
26,627 |
-------------- |
------------- |
-------------- |
------------ |
|
Operating income |
2,347 |
1,815 |
5,786 |
5,586 |
Royalty income |
621 |
6,234 |
1,192 |
6,818 |
Interest -- net |
369 |
683 |
627 |
1,150 |
Other income |
42 |
11 |
46 |
49 |
-------------- |
------------- |
-------------- |
------------- |
|
Income before income taxes |
3,379 |
8,743 |
7,651 |
13,603 |
Income tax expense |
1,453 |
3,755 |
3,286 |
5,860 |
-------------- |
------------- |
-------------- |
------------- |
|
Net income |
$ 1,926 |
$ 4,988 |
$ 4,365 |
$ 7,743 |
======== |
======== |
======== |
======== |
|
Net income per share |
$ .42 |
$ 1.08 |
$ .95 |
$ 1.68 |
======== |
======== |
======== |
======== |
|
Weighted average number of shares |
||||
outstanding (in thousands) |
4,599 |
4,599 |
4,599 |
4,599 |
======== |
======== |
======== |
======== |
|
See accompanying Notes to Consolidated Condensed Financial Statements.
Page 4
BULOVA CORPORATION AND SUBSIDIARIES |
||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS |
||
(Amounts in thousands) |
||
___________________________________________________________________________________ |
||
Six Months Ended |
||
June 30, |
||
___________________________________________________________________________________ |
||
2001 |
2000 |
|
___________________________________________________________________________________ |
||
Operating Activities: |
||
Net income |
$ 4,365 |
$ 7,743 |
Adjustments to reconcile net income to net cash |
||
provided by operating activities |
1,795 |
3,470 |
Changes in assets and liabilities-net: |
||
Receivables |
19,442 |
12,383 |
Inventories |
3,990 |
(6,332) |
Other assets |
(224) |
(16) |
Accounts payable and accrued expenses |
(14,912) |
(3,388) |
Accrued federal and foreign income taxes |
372 |
(633) |
Other liabilities and credits |
1,687 |
(7,607) |
------------------ |
------------------ |
|
16,515 |
5,620 |
|
------------------ |
------------------ |
|
Investing Activities: |
||
Purchases of short-term investments |
|
(6,954) |
Proceeds from sales of short-term investments |
|
7,000 |
Purchases of property, plant and equipment |
(192) |
(399) |
Proceeds from disposal of property, plant and equipment |
|
5 |
------------------ |
------------------ |
|
(192) |
(348) |
|
------------------ |
------------------ |
|
Net change in cash and cash equivalents |
16,323 |
5,272 |
Cash and cash equivalents, beginning of period |
16,862 |
22,027 |
------------------ |
------------------ |
|
Cash and cash equivalents, end of period |
$ 33,185 |
$ 27,299 |
========= |
========= |
See accompanying Notes to Consolidated Condensed Financial Statements.
Page 5
BULOVA CORPORATION AND SUBSIDIARIES |
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS |
(Dollars in thousands, except per share data) |
1. |
See Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission on March 28, 2001. |
There have been no changes in significant accounting policies since December 31, 2000. In addition, certain amounts applicable to prior periods have been reclassified to conform to classifications followed in 2001. |
|
2. |
Arbitral Award -- On April 26, 2000 the Company and Benetton settled all claims relating to the arbitration proceedings and license agreement. As a result of this settlement and additional cash payments by Benetton to the Company in connection therewith, the Company recognized royalty income of approximately $5,495 ($3,064 net of taxes, or $.67 per share), in the three and six months ended June 30, 2000. |
3. |
Under the tax allocation agreement between the Company and its parent, Loews Corporation ("Loews"), the Company has paid Loews approximately $713, $1,755, $2,472 and $2,892 for the three and six months ended June 30, 2001 and 2000, respectively. |
See Note 3 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2000. |
|
4. |
Loews provides administrative and managerial services for which the Company was charged $750 and $1,500 in each of the three and six months ended June 30, 2001 and 2000, respectively. This expense is included in selling, general and administrative expenses. The cost allocated to the Company is estimated to be the incremental cost incurred by Loews in providing these services to the Company. |
5. |
For the three and six months ended June 30, 2001 and 2000, comprehensive income totaled $2,482, $4,778, $4,561 and $7,497, respectively. Comprehensive income includes all changes to shareholders' equity, except those resulting from investments by owners and distributions to owners. Comprehensive income includes net income, foreign currency translation gains or losses, unrealized appreciation (depreciation) on marketable securities and pension liability adjustments. |
6. |
Shareholders' equity: |
June 30, |
December 31, |
|
2001 |
2000 |
|
___________________________________________________________________________________ |
||
Common stock |
$ 22,999 |
$ 22,999 |
Additional paid-in capital |
23,197 |
23,197 |
Retained earnings |
83,135 |
78,770 |
Accumulated other comprehensive loss |
(3,233) |
(3,429) |
------------------ |
------------------ |
|
Total |
126,098 |
121,537 |
Less treasury stock, at cost |
5 |
5 |
------------------ |
------------------ |
|
Total shareholders' equity |
$ 126,093 |
$ 121,532 |
|
========= |
========= |
Page 6
7. |
Geographic Information: |
|
The Company operates in a single industry segment, the distribution and sale of watches and clocks under the brand names of Bulova, Caravelle and Accutron. Substantially all of the Company's sales are in the United States, Canada and Mexico. The Company commenced operations in Mexico in November 2000. The Company evaluates performance based on operating earnings of the respective geographic area and the geographic distribution of the Company's identifiable assets and operating results are summarized in the following tables: |
United |
||||
Three Months Ended June 30, 2001 |
States |
Canada |
Mexico |
Total |
___________________________________________________________________________________ |
||||
Sales |
$ 27,180 |
$ 3,081 |
$ 1,485 |
$ 31,746 |
Intercompany sales |
(1,000) |
(1,000) |
||
-------------- |
-------------- |
---------------- |
---------------- |
|
Total net sales |
$ 26,180 |
$ 3,081 |
$ 1,485 |
$ 30,746 |
======== |
======== |
========= |
========= |
|
Operating income |
$ 1,704 |
$ 415 |
$ 228 |
$ 2,347 |
Royalty income |
621 |
|
621 |
|
Interest -- net |
326 |
43 |
369 |
|
Other income (expense) |
7 |
28 |
7 |
42 |
-------------- |
-------------- |
---------------- |
---------------- |
|
Income before income taxes |
$ 2,658 |
$ 486 |
$ 235 |
$ 3,379 |
======== |
======== |
========= |
========= |
|
Three Months Ended June 30, 2000 |
||||
Sales |
$ 26,867 |
$ 3,086 |
|
$ 29,953 |
Intercompany sales |
(415) |
(415) |
||
-------------- |
-------------- |
---------------- |
---------------- |
|
Total net sales |
$ 26,452 |
$ 3,086 |
$ 29,538 |
|
======== |
======== |
========= |
========= |
|
Operating income |
$ 1,400 |
$ 415 |
$ 1,815 |
|
Royalty income |
6,234 |
6,234 |
||
Interest -- net |
649 |
34 |
683 |
|
Other income |
12 |
(1) |
11 |
|
-------------- |
-------------- |
---------------- |
---------------- |
|
Income before income taxes |
$ 8,295 |
$ 448 |
$ 8,743 |
|
======== |
======== |
========= |
========= |
|
Six Months Ended June 30, 2001 |
||||
Sales |
$ 56,706 |
$ 5,737 |
$ 2,341 |
$ 64,784 |
Intercompany sales |
(1,998) |
(1,998) |
||
-------------- |
-------------- |
---------------- |
---------------- |
|
Total net sales |
$ 54,708 |
$ 5,737 |
$ 2,341 |
$ 62,786 |
======== |
======== |
========= |
========= |
|
Operating income |
$ 4,783 |
$ 615 |
$ 388 |
$ 5,786 |
Royalty income |
1,192 |
1,192 |
||
Interest -- net |
531 |
96 |
627 |
|
Other income (expense) |
14 |
25 |
7 |
46 |
-------------- |
-------------- |
---------------- |
---------------- |
|
Income before income taxes |
$ 6,520 |
$ 736 |
$ 395 |
$ 7,651 |
======== |
======== |
========= |
========= |
Page 7
7. |
Geographic Information (Continued) |
United |
||||
Six Months Ended June 30, 2000 |
States |
Canada |
Mexico |
Total |
___________________________________________________________________________________ |
||||
Sales |
$ 59,390 |
$ 6,458 |
$ 65,848 |
|
Intercompany sales |
(1,033) |
(1,033) |
||
---------------- |
---------------- |
---------------- |
---------------- |
|
Total net sales |
$ 58,357 |
$ 6,458 |
$ 64,815 |
|
======== |
======== |
======== |
======== |
|
Operating income |
$ 4,780 |
$ 806 |
$ 5,586 |
|
Royalty income |
6,818 |
6,818 |
||
Interest -- net |
1,097 |
53 |
1,150 |
|
Other income |
45 |
4 |
49 |
|
---------------- |
---------------- |
---------------- |
---------------- |
|
Income before income taxes |
$ 12,740 |
$ 863 |
$ 13,603 |
|
======== |
======== |
======== |
======== |
|
8. |
In the opinion of Management, the accompanying consolidated condensed financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2001 and December 31, 2000 and the results of operations for the three and six months ended June 30, 2001 and 2000 and changes in cash flows for the six months ended June 30, 2001 and 2000, respectively. |
Results of operations for the second quarter and the first six months of each of the years is not necessarily indicative of results of operations for that entire year. |
|
Page 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Liquidity and Capital Resources: |
The Company generated net cash flow from operations of $16,515,000 and $5,620,000 for the six months ended June 30, 2001 and 2000, respectively. The increase in net cash flow compared to the corresponding period of the prior year is primarily the result of a decrease in inventory purchases and a higher collection of accounts receivables as compared to the corresponding period of the prior year, partially offset by a change in the timing of accounts payable and accrued expenses. |
The Company expects that existing cash balances and cash flow from operations will be sufficient to fund anticipated working capital requirements. |
Results of Operations: |
Net sales increased $1,208,000 and decreased $2,029,000, for the three and six months ended June 30, 2001, respectively, as compared to the prior year. Income before taxes decreased $5,364,000 and $5,952,000 for the three and six months ended June 30, 2001, respectively, as compared to the prior year. Income before taxes includes $5,495,000 in the three and six months ended June 30, 2000, relating to the settlement of all claims between the Company and Benetton. |
The increase in net sales for the three months ended June 30, 2001 as compared to the prior year was primarily attributable to a unit volume increase of the Bulova watch brand of 3.9%, partially offset by a decline in the Accutron watch brand of 15.6% and a decline in clock unit volume of 23.4%. The decrease in net sales for the six months ended June 30, 2001, as compared to the same period in the prior year, is primarily attributable to the unit volume decrease of the Accutron watch brand of 19.8%, as well as a decrease in clock unit volume of 16.4%. The unit volume decline for Accutron and clocks resulted in a combined decrease to net sales of $2,782,000 for the six month period ended June 30, 2001, as compared to the same period in 2000, partially offset by unit price increases in the Bulova watch brand. |
The Company's overall gross margins are primarily affected by three major factors: sales mix, product pricing strategy and efficient procurement practices. Gross profit as a percentage of net sales increased to 51.5% and 53.0% for the three and six months ended June 30, 2001, respectively, as compared to 50.4% and 49.7% for the prior year. This increase is attributable to style/sales mix within brands. |
The Company's operating expenses consist primarily of advertising, selling, general and administrative expenses. Operating expenses as a percentage of net sales for the three and six months ended June 30, 2001, was 43.8% and 43.8%, respectively, as compared to 44.2% and 41.1% for the corresponding prior year period. |
Royalty income represents payments by licensees in Europe and the Far East. Royalty income, excluding the Benetton settlement, decreased by $118,000 and $131,000 for the three and six months ended June 30, 2001, respectively, as compared to the corresponding period of the prior year. |
The Company's principal Far East license agreement expires on December 31, 2001 and the Company's principal European license agreement has been extended to December 31, 2002. These agreements generated $2,544,000 of royalty income in 2000 and are expected to generate $2,300,000 of royalty income in 2001. The royalty for 2002 under the European license agreement has been reduced from the royalty provided for in 2000 and 2001, and the reduction could be substantial. In addition, the Company has not concluded negotiations for an extension or replacement of the principal Far East license agreement subsequent to December 31, 2001 and is unable to predict the outcome of these negotiations. Economic conditions may also reduce royalty income from Europe and Far East license agreements. These reductions will negatively impact revenues, results of operations and cash flow. |
Interest income decreased by $319,000 and $529,000 for the three and six months ended June 30, 2001 and 2000, respectively, due primarily to a lower level of invested assets at June 30, 2001 as compared to June 30, 2000. |
Page 9
Foreign Currency |
The Company imports most of its watch and clock products. During the first six months of 2001, approximately 4% of the Company's purchases were denominated in Japanese yen. The remaining purchases were primarily denominated in U.S. dollars for product acquired from vendors located in Europe, Hong Kong and other Asian countries. The Hong Kong dollar is pegged to the U.S. dollar and has not been subject to the fluctuations that have affected other Asian currencies. In the event that the peg between the two currencies is removed, currency fluctuations could have a material impact on the cost of those imported products which ultimately could have a negative impact on the Company's gross profit, operating income and cash flow. Foreign currency fluctuations have not had a material impact on the results of operations for the three and six months ended June 30, 2001 and 2000. Future foreign currency fluctuations, however, could impact gross profit, income and cash flow. |
Accounting Standards |
As previously reported, the Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, effective January 1, 2001. Adoption of SFAS 133 did not have a material impact on the Company's results of operations, equity or financial position. |
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, Business Combinations. SFAS 141 requires companies to use the purchase method of accounting for business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interests method of accounting. The Company will adopt this standard for any future business combinations. |
In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. The Company does not have any goodwill or other intangible assets impacted by this standard Adoption of SFAS 142 did not have a material impact on the Company's results of operations, equity or financial position. |
Forward-Looking Statements |
When included in this Report, the words "believes," "expects," "intends," "anticipates," "estimates" and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in financial markets, significant changes in consumer spending patterns, competition in the Company's product areas, changes in foreign currency valuations in relation to the U.S. dollar, changes in foreign, political, social and economic conditions, the Company's ability to renew or find new licensees or distributors to replace those terminating in 2001, and various other matters, many of which are beyond the Company's control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. |
Page 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. |
|
(a) Exhibits -- |
None |
(b) Current reports on Form 8-K -- There were no reports on Form 8-K filed for the three months ended June 30, 2001. |
SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
BULOVA CORPORATION |
|||
______________________ |
|||
(Registrant) |
|||
Dated: August 13, 2001 |
By: |
/s/ John T. O'Reilly |
|
___________________________ |
|||
JOHN T. O'REILLY |
|||
Chief Financial Officer |
|||
(Duly authorized officer) |
|||
Page 11
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