10-Q 1 bul10q.htm BULOVA 10-Q 3/31/02 ==================================================================================

==========================================================================================

 

           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

March 31, 2002

                                                                                        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

 1-457

 

 

                   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 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)


                                                                                     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 May 3, 2002

___________________________

   

__________________________

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 March 31, 2002


  Item

    No.  


Part I. Financial Information

   Page

    No.  

______

 

______

     

    1.

Financial Statements

 
 

  Consolidated Condensed Balance Sheets
    March 31, 2002 and December 31, 2001


     3

     
 

  Consolidated Condensed Statements of Income

 
 

    Three months ended March 31, 2002 and 2001

     4

     
 

  Consolidated Condensed Statements of Cash Flows

 
 

    Three months ended March 31, 2002 and 2001

     5

     
 

  Notes to Consolidated Condensed Financial Statements

     6

     

    2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


     9

     
 

Part II. Other Information

 
     

    6.

Exhibits and Reports on Form 8-K

    11

     
     

Page 2


 

                                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.


BULOVA CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Amounts in thousands)

______________________________________________________________________________________

     
 

March 31,

December 31,

Assets

2002 

2001 

______________________________________________________________________________________

     

Current Assets:

   

   Cash and cash equivalents

$         22,475 

$         18,937 

   Investments

14,927 

 

   Accounts and notes receivable-net

55,003 

77,008 

   Inventories, principally watches and clocks

44,889 

48,914 

   Prepaid expenses

2,160 

2,607 

   Deferred income taxes

11,542 

11,809 

______________________________________________________________________________________

      Total current assets

150,996 

159,275 

______________________________________________________________________________________

     

Property, plant and equipment-net

16,436 

16,645 

______________________________________________________________________________________

     

Other assets:

   

   Deferred income taxes

12,773 

12,904 

   Trademarks

4,983 

4,983 

   Other

529 

193 

______________________________________________________________________________________

      Total other assets

18,285 

18,080 

______________________________________________________________________________________

      Total assets

$       185,717 

$       194,000 

=====================================================================================

     

Liabilities and Shareholders' Equity

   
     

Current liabilities:

   

   Accounts payable

2,144 

8,391 

   Accrued expenses

16,599 

20,257 

   Accrued federal and foreign taxes

1,535 

1,140 

______________________________________________________________________________________

      Total current liabilities

20,278 

29,788 

______________________________________________________________________________________

     

Other liabilities and credits:

   

   Postretirement benefits payable

30,678 

31,041 

   Pension benefits payable

2,020 

2,020 

______________________________________________________________________________________

      Total other liabilities and credits

32,698 

33,061 

______________________________________________________________________________________

Shareholders' equity

132,741 

131,151 

______________________________________________________________________________________

      Total liabilities and shareholders' equity

$       185,717 

$       194,000 

===================================================================================================

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

 

                     March 31,

______________________________________________________________________________________

 

2002

2001

______________________________________________________________________________________

     

Net sales

$          31,446 

$          32,040

Cost of sales

15,017 

14,579

______________________________________________________________________________________

   

Gross profit

16,429 

17,461

Selling, general and administrative expenses

14,417 

14,022

______________________________________________________________________________________

     

Operating income

2,012 

3,439

Royalty income

818 

571

Interest -- net

67 

258

Other income

55 

4

______________________________________________________________________________________

     

Income before income taxes

2,952 

4,272

Income tax expense

1,332 

1,833

______________________________________________________________________________________

Net income

$            1,620 

$            2,439

=====================================================================================

Net income per share

$                .35 

$                .53

=====================================================================================

Weighted average number of shares outstanding

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)

_____________________________________________________________________________________

   
 

           Three Months Ended

 

                      March 31,

_____________________________________________________________________________________

 

2002 

2001 

______________________________________________________________________________________

     

Operating Activities:

   

Net income

$           1,620 

$         2,439 

Adjustments to reconcile net income to net cash provided by

   

    operating activities

1,185 

1,172 

Changes in assets and liabilities-net:

   

    Accounts and notes receivable

21,498 

18,254 

    Inventories

4,025 

1,369 

    Prepaid expenses

447 

1,135 

    Other assets

(336)

(49)

    Accounts payable and accrued expenses

(9,905)

(12,309)

    Accrued federal and foreign income taxes

395 

1,964 

    Other liabilities and credits

(393)

(755)

______________________________________________________________________________________

 

18,536 

13,220 

______________________________________________________________________________________

     

Investing Activities:

   
     

   Purchases of property, plant and equipment

(108)

(7)

   Purchases of investments

(14,890)

 

______________________________________________________________________________________

 

(14,998)

(7)

______________________________________________________________________________________

     

Net change in cash and cash equivalents

3,538 

13,213 

Cash and cash equivalents, beginning of period

18,937 

16,862 

______________________________________________________________________________________

     

Cash and cash equivalents, end of period

$         22,475 

$        30,075 

===================================================================================================

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, 2001 filed with the Securities and Exchange Commission on March 27, 2002. There have been no changes in significant accounting policies since December 31, 2001.

   
 

(a) Accounting Pronouncements - In 2002, the Company implemented the provisions of the Financial Accounting Standards Board ("FASB") Emerging Issues Task Force ("EITF") Issue No. 00-14, "Accounting for Certain Sales Incentives" and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer." EITF Issue No. 00-14 addresses the recognition, measurement, and income statement characterization of sales incentives, including rebates, coupons and free products or services, offered voluntarily by a vendor without charge to the customer that can be used in, or that are exercisable by a customer as a result of, a single exchange transaction. EITF Issue No. 00-25 addresses whether consideration from a vendor to a reseller of the vendor's products is (i) an adjustment of the selling prices of the vendor's products and, therefore, should be deducted from revenue when recognized in the vendor's income statement or (ii) a cost incurred by the vendor for assets or services received from the reseller and, therefore, should be included as a cost or an expense when recognized in the vendor's income statement. Adoption of this standard did not have a material impact on the Company's results of operations, equity or financial position.

   
 

In June 2001, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 changes the accounting for goodwill and intangible assets with indefinite lives from an amortization method to an impairment-only approach. The Company has not recorded any amortization expense in either of the three month periods ended March 31, 2002 and 2001. As permitted by SFAS No. 142, the Company will complete goodwill and other acquired intangible asset impairment tests in 2002. Any resulting asset impairments will be recorded as a cumulative effect of a change in accounting principle as of January 1, 2002. The Company has adopted this standard for the acquisition of the Wittnauer brand.

   
 

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 applies to the accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and the normal operation of long-lived assets, except for certain obligations of lessees. Adoption of this standard is required for fiscal years beginning after June 15, 2002 and will not have a material impact on the Company's results of operations, equity or financial position.

   
 

Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 essentially applies one accounting model for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. Adoption of this standard did not have a material impact on the results of operations, equity or financial position of the Company.

   
 

(b) The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial information. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying consolidated condensed financial statements have not been audited, however, in the opinion of Management, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2002 and December 31, 2001 and the results of operations and changes in cash flows for the three months ended March 31, 2002 and 2001.

   
 

Results of operations for the first quarter of each of the years is not necessarily indicative of results of operations for that entire year.

 

 

Page 6


 

 

2.

Under the tax allocation agreement between the Company and its parent, Loews Corporation ("Loews"), the Company has paid Loews approximately $918 and $1,759 for the three months ended March 31, 2002 and 2001, respectively.

   
 

See Note 2 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2001.

3.

Loews provides administrative and managerial services for which the Company was charged $750 in each of the three months ended March 31, 2002 and 2001, 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.

4.

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, Accutron and Wittnauer. Substantially all of the Company's sales are in the United States, Canada and Mexico. 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 March 31, 2002

         States

        Canada

        Mexico

         Total

______________________________________________________________________________________

         

Sales

$         28,714 

$           2,985 

$              771 

$         32,470 

Intercompany sales

(1,024)

   

(1,024)

______________________________________________________________________________________

Total net sales

$         27,690 

$           2,985 

$              771 

$         31,446 

=====================================================================================

 

Operating income

$           1,891 

$                54 

$                67 

$           2,012 

Royalty income

818 

   

818 

Interest-net

52 

15 

 

67 

Other income (expense)

54 

 

55 

______________________________________________________________________________________

Income before income taxes

$           2,815 

$                70 

$                67 

$           2,952 

=====================================================================================

         

Three Months Ended March 31, 2001

       

______________________________________________________________________________________

         

Sales

$         29,526 

$           2,656 

$              856 

$         33,038 

Intercompany sales

(998)

   

(998)

______________________________________________________________________________________

Total net sales

$         28,528 

$           2,656 

$              856 

$         32,040 

=====================================================================================

         

Operating income

$           3,079 

$              200 

$              160 

$           3,439 

Royalty income

571 

   

571 

Interest-net

205 

53 

 

258 

Other income

(3)

 

______________________________________________________________________________________

Income before income taxes

$           3,862 

$              250 

$             160 

$           4,272 

=====================================================================================


Page 7

 


5.

For the three months ended March 31, 2002 and 2001, comprehensive income totaled $1,590 and $2,079, 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:

   

 

March 31,

December 31,

 

2002 

2001 

_____________________________________________________________________________________

     

Common stock

$           22,999 

$           22,999 

Additional paid-in capital

23,197 

23,197 

Retained earnings

90,846 

89,226 

Accumulated other comprehensive loss

(4,296)

(4,266)

______________________________________________________________________________________

Total

132,746 

131,156 

Less treasury stock, at cost

______________________________________________________________________________________

Total shareholders' equity

$         132,741 

$        131,151 

=====================================================================================


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 $18,536,000 and $13,220,000 for the three months ended March 31, 2002 and 2001, respectively. The increase in net cash flow compared to the corresponding period of the prior year is primarily the result of a decrease in the level of accounts receivable, a decrease in inventory purchases, and an increase in accounts payable and accrued expenses, partially offset by a change in the timing of payments related to income taxes.

 

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 and income before income taxes decreased $594,000 and $1,320,000, respectively, for the three months ended March 31, 2002, as compared to the prior year. The decrease in net sales is primarily attributable to the unit volume decrease of the Company's Bulova and Caravelle watch brands of 13.6% and 16.5%, respectively, as compared to 2001, partially offset by an increase in clock unit volume of 22.1% as compared to the prior year. These declines were partially offset by the addition of the Wittnauer watch brand, which was acquired during the third quarter of 2001, and sales of Harley Davidson licensed products associated with a license agreement signed in May 2001.

 

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 for the three months ended March 31, 2002 was 52.2% as compared to 54.5% for the three months ended March 31, 2001. This decrease is attributable to style/sales mix within the brands.

 

The Company's operating expenses as a percentage of net sales for the three months ended March 31, 2002 was 45.8% as compared to 43.8% for the prior year. The variance is primarily due to an increase in overhead operating expenses associated with the Company's recent acquisitions and brand extensions.

 

Royalty income has increased $247,000 for the first quarter of 2002, as compared to 2001. Royalty income represents the final minimum royalty payments received from the Company's principal Europe and Far East licensees. The Company's principal Far East license agreement expired on December 31, 2001 and the Company's principal European license agreement has been extended without a minimum royalty clause, to December 31, 2002. The Company has signed a new distribution agreement for Brazil and has entered into a new license agreement for the territory of Hong Kong, China, Taiwan and Macao. The Company is also in the process of negotiating distribution agreements for the Philippines, Central America, Korea and Singapore and is unable to predict the outcome of these negotiations.

 

Interest - net decreased by $191,000 for the three months ended March 31, 2002, as compared to 2001, due primarily to lower interest rates.

 

Foreign Currency

 

The Company imports most of its watch and clock products. During the first quarter of 2002, approximately 5% 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 quarters ended March 31, 2002 and 2001. Future foreign currency fluctuations, however, could impact gross profit, income and cash flow.

 
 

Page 9


 

Accounting Standards

 

In June 2001, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 changes the accounting for goodwill and intangible assets with indefinite lives from an amortization method to an impairment-only approach. The Company has not recorded any amortization expense in either of the three month periods ended March 31, 2002 and 2001. As permitted by SFAS No. 142, the Company will complete goodwill and other acquired intangible asset impairment tests in 2002. Any resulting asset impairments will be recorded as a cumulative effect of a change in accounting principle as of January 1, 2002. The Company has adopted this standard for the acquisition of the Wittnauer brand.

 

In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 applies to the accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and the normal operation of long-lived assets, except for certain obligations of lessees. Adoption of this standard is required for fiscal years beginning after June 15, 2002. Adoption of this standard will 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 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 March 31, 2002.

 


                                                                                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:  May 14, 2002

By:

               /s/ John T. O'Reilly

___________________________

              JOHN T. O'REILLY

            Chief Financial Officer

           (Duly authorized officer)

 

Page 11