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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2000 [ ] 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 1-6720 A. T. CROSS COMPANY Rhode Island 05-0126220 One Albion Road, Lincoln, Rhode Island 02865 Registrant's telephone number, including area code (401) 333-1200 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered: Class A Common Stock ($1 Par Value) American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not The aggregate market value of the voting stock held by non-affiliates of the registrant as of February Class A common stock - $ 58,229,000 (For this purpose all directors have been treated as affiliates) The number of shares outstanding of each of the registrant's classes of common stock as of Class A common stock - 15,215,802 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual report to shareholders for the 52 weeks ended December 30, 2000 are incorporated by reference into Parts I, II and IV. Portions of the definitive proxy statement for the 2001 annual meeting of shareholders are incorporated
by reference into Parts I and III. PART I Item 1. BUSINESS Business: The registrant manufactures fine writing instruments, consisting of ball-point and fountain pens, selectip rolling ball pens (which also accommodate a porous point refill), mechanical pencils, desk sets and various refills for each product type. The
registrant's writing instruments are offered in a variety of styles and materials. The registrant also markets certain writing instrument accessories and a line of writing instruments sold under the licensed name Bill Blassâ
. The registrant continues to be a leader in the United States in fine writing instruments priced from approximately $10 to $50. Products in this price range include Classic Century, Radiance, Solo, Morph, ion, ATX and selected Century II ball point
pens. The Townsend, Pinnacle and Century II lines have given the registrant a presence in the $55 to $400 price range. The registrant emphasizes styling, innovation, craftsmanship and quality control in the design and production of its products. All of
the registrant's writing instruments carry a full warranty of unlimited duration against mechanical failure. The registrant's writing instruments are packaged and sold as individual units or in matching sets. The registrant also sells single and double
unit desk sets with bases made of various materials such as onyx, marble and wood. The registrant's writing instrument products are sold throughout the United States by manufacturer's agents or representatives to approximately 6,700 active retail and wholesale accounts. Retail accounts include gift stores, department stores,
jewelers, stationery and office supply stores, mass merchandisers and catalogue showrooms. The wholesale accounts distribute the registrant's products to retail outlets, which purchase in smaller quantities. Advertising specialty representatives market the registrant's writing instruments in the United States to business and industry. Typically, such products are engraved or carry the purchaser's name or emblem and are used for gifts, sales promotions,
incentive purposes or advertising. The registrant also sells its products to United States military post exchanges, service centers and central buying operations. The registrant's writing instruments, desk sets and accessories are also sold in the United States through the Internet. Sales of the registrant's writing instrument products outside the United States during 2000 were made by the registrant and by its wholly-owned subsidiaries to foreign distributors and to retailers in Canada, Latin America, Europe, the Middle East,
Africa, Asia and Japan. The registrant also designs and manufactures electronic pen products through its Pen Computing Group ("PCG") primarily in the United States. The Company is an OEM supplier of electronic pens and manufactures the Cross
:Convergence pen, a mobile scanning device, that links print to the Internet. Certain of the registrant's PCG products and accessories are sold in the United States through the Internet. Raw Materials: Raw materials for the production of PCG's products are largely obtained domestically. To maintain the highest level of product quality, the Company relies on a limited number of domestic and foreign suppliers for certain raw materials and manufacturing technologies. The Company may be adversely affected in the event that these
suppliers cease operations or if pricing terms become less favorable. The Company believes, but cannot be assured, that the raw materials currently supplied by these vendors could be obtained from other sources and that the manufacturing technologies
could be developed internally or that suitably similar technologies could be located. Patents, Licenses and Trademarks: The manufacture and distribution of certain of the Company's electronic products are dependent on licensing arrangements (some of which are non-exclusive) for varying lengths of time with third parties for the use of their intellectual property. Seasonal Business: Working Capital Requirements: Customers: Backlog of Orders: Government Contracts: Competition: The consumer electronics market for hand-held devices is highly competitive. The PCG division's potential competitors have greater financial and technological resources. See also the "New Products" and the "Technological Change; Intellectual Property" sections of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report incorporated herein by reference. Research and Development: Environment: Employees: International Operations and Export Sales: Forward-Looking Statements: Executive Officers of the Registrant: Year in Which First Held Office Name Age Title John T. Ruggieri (1) 44 Senior Vice President, Treasurer 2001 Gary S. Simpson (2) 49 Corporate Controller 1997 Tina C. Benik (3) 41 Vice President, Legal and Human Resources 2000 Stephen A. Perreault (4) 53 Vice President, Operations 1995 Joseph V. Bassi (5) 48 Finance Director 1997 Sondra L. Wellmerling (6) 41 Senior Vice President, Marketing and New Product Development 2000 Peter J. Leon (7) 49 Vice President, Marketing and Sales, Americas 2000 Kieran J. Crowley (8) 51 Vice President, EMEA 2001 Peter J. Canole (9) 46 Vice President, Asia 2001 (1) Prior to becoming Senior Vice President, Treasurer and Chief Financial Officer; President, Pen Computing Group in 2001, John T. Ruggieri was Senior Vice President, Treasurer and Chief Financial Officer from 1997 to 2001, and was Vice President,
Corporate Development and Planning, from 1993 to 1997. (2) Prior to becoming Corporate Controller in 1997, Gary S. Simpson was the Controller, Lincoln Operations, of the registrant from 1992 to 1997. (3) Prior to becoming Vice President, Legal and Human Resources; Corporate Secretary in 2000, Tina C. Benik was Vice President, Legal, General Counsel and Corporate Secretary from 1993 to 2000. (4) Prior to becoming Vice President, Operations, in 1995, Stephen A. Perreault held various senior executive positions in jewelry, cosmetics, and gift manufacturing and distribution companies, including Weingeroff Enterprises, Inc., Lantis Corporation,
Swarovski Jewelry U.S. Ltd., and Avon Products, Inc. (5) Prior to becoming Finance Director in 1997, Joseph V. Bassi was Manager, Financial Planning, of the registrant from 1996 to 1997, and Manager, Budgeting and Financial Planning of the registrant from 1987 to 1996. (6) Prior to becoming Senior Vice President, Marketing and New Product Development in 2000, Sondra L. Wellmerling was Vice President of Global New Products at Bausch & Lomb, Inc. from 1997 to 1999. From 1994 to 1997, Ms. Wellmerling served as the
Director of Marketing and Sales Strategy for the Ray Ban® division of Bausch & Lomb, Inc. (7) Prior to becoming Vice President, Marketing and Sales, Americas in 2000, Peter J. Leon was Director, Sales-U.S from 1999 to 2000. From 1995 to 1999, Mr. Leon was the Vice President of Sales with the Southworth Company. (8) Prior to becoming Vice President, EMEA in 2001, Kieran J. Crowley was Managing Director, EMEA of the registrant from 2000 to 2001. From 1988 to 2000, Mr. Crowley held various senior executive positions with the registrant, the last of which was General
Manager of the Company's U.K. subsidiary. (9) Prior to becoming Vice President, Asia in 2001, Peter J. Canole was Managing Director, Asia-Pacific of the registrant from 2000 to 2001. From 1998 to 2000, Mr. Canole was Director, Worldwide Travel Retail for Hasbro Inc. Mr. Canole previously worked
for the Company from 1986 to 1998; the last position held was Manager, Worldwide Tax, Duty Free. Item 2. PROPERTIES The registrant currently owns and occupies approximately 269,000 square feet of manufacturing, warehouse and office space in its facility in Lincoln, Rhode Island. This facility, which is well maintained and in good repair, is currently being utilized
in a manufacturing, distribution and administrative capacity for the writing instrument and PCG segments. The productive capacity of this facility is sufficient to meet the registrant's needs for the foreseeable future. The registrant's wholly-owned
subsidiary, A. T. Cross Limited, owns and occupies approximately 64,000 square feet of a distribution facility in Ballinasloe, County Galway, Ireland. As part of a restructuring plan the Company put in place in 2000, the Irish facility will be closed and
operations consolidated in the Lincoln, Rhode Island facility; at that time the facility in Ireland will be sold. The registrant's operations in France, the United Kingdom, Spain, Germany, Italy, Japan, Taiwan, Hong Kong, and Miami, all lease their administrative offices and/or warehouse space. Item 3. LEGAL PROCEEDINGS On or about April 21, 2000, the Company, certain officers and directors of the Company and others were named as defendants in an action filed in the United States District Court for the District of Rhode Island. The suit, which is brought by a
purchaser of the Company's Class A common stock, alleges that the defendants violated Federal securities laws by making material misstatements and omissions in the Company's public filings and statements relating to the Company's Pen Computing Group
business. The suit seeks class action status including all purchasers of the Company's Class A common stock between September 17, 1997 and April 22, 1999. The damages sought are unspecified. While the action is in its preliminary stage, management believes that the accusations are without merit. On June 30, 2000, the Company filed a Motion to Dismiss the action in the Federal District Court in Rhode Island. The motion is before the court.
No other legal proceedings are pending by or against the Company or any of its subsidiaries, which would have a material effect upon the Company's consolidated business and financial condition. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED See "Market and Dividend Information" in the 2000 Annual Report, which is incorporated by reference herein. Item 6. SELECTED FINANCIAL DATA See "Five-Year Summary" in the 2000 Annual Report, which is incorporated by reference herein. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report, which is incorporated by reference herein. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET See "Quantitative and Qualitative Disclosures about Market Risk" in the 2000 Annual Report, which is incorporated by reference herein. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the registrant and its subsidiaries and the report of its independent auditors thereon, set forth in the 2000 Annual Report, are incorporated by reference herein. Quarterly Results of Operations (Unaudited) in Note O of the registrant's financial statements included in the 2000 Annual Report are incorporated by reference herein. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT See "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the registrant's definitive proxy statement for the 2001 annual meeting of shareholders, which sections are incorporated by reference herein. See also "Item
1. Business - Executive Officers of the Registrant" above. Item 11. EXECUTIVE COMPENSATION See "Executive Compensation" in the registrant's definitive proxy statement for its 2001 annual meeting of shareholders, which section is incorporated by reference herein. Such incorporation by reference shall not be deemed to specifically incorporate
by reference the information referred to in Item 402(a)(8) of Regulation S-K. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND See "Security Ownership of Certain Beneficial Owners and Management" in the registrant's definitive proxy statement for the 2001 annual meeting of shareholders, which sections are incorporated by reference herein. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See "Election of Directors" and "Certain Relationships and Related Transactions" in the registrant's definitive proxy statement for the 2001 annual meeting of shareholders, which sections are incorporated by reference herein. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON (a) (1) and (2) - The response to this portion of Item 14 is submitted as a separate section of this (3) Listing of Exhibits (3) Restated Articles of Incorporation and By-laws (incorporated by reference to Exhibit (10.1) A. T. Cross Company Deferred Compensation Plan (incorporated by reference to (10.2) A. T. Cross Company Unfunded Excess Benefit Plan (as amended) (incorporated by (10.3) A. T. Cross Company Restricted Stock Plan (incorporated by reference to Exhibit (10.4) A. T. Cross Company Executive Life Insurance Program (incorporated by reference to (10.5) A. T. Cross Company Omnibus Incentive Plan (incorporated by reference to Exhibit (10.6) A. T. Cross Company Worldwide Executive Incentive Plan - 2001 * (10.7) Letter Agreement between the Company and John E. Buckley dated May 15, 2000, as amended by Letter Agreement between the Company and John E. Buckley dated June 29, 2000 * (10.8) Separation Agreement and Release between the Company and John E. Buckley dated January 5, 2001 * (11) Statement Re: Computation of Per Share Earnings - (incorporated by reference to the (13) Annual Report to Shareholders for the 52 weeks ended December 30, 2000. Filed only in (21) Subsidiaries - incorporated by reference to the "Subsidiaries, Branches and Divisions" (23) Consent of Deloitte & Touche LLP *Management contract, compensatory plan or arrangement Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The information omitted has been filed separately with the Securities and Exchange Commission. (b) No reports on Form 8-K were filed in the fourth quarter of 2000. (c) Exhibits - See Item (a)(3) above (d) Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts SIGNATURES Pursuant to the requirements of Section 13 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. A. T. CROSS COMPANY By /s/ RUSSELL A. BOSS Dated: March 28, 2001
Washington, DC 20549
or
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Zip Code)
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has
been subject to such filing requirements for the past 90 days. Yes X No_____
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [ ]
23, 2001, computed by reference to the closing price on the American Stock Exchange on such date:
Class B common stock -
$ 0
February 23, 2001:
Class B common stock -
1,804,800 shares
A.T. Cross Company (the "registrant" or the "Company") has two reportable business segments: fine quality writing instruments and pen-based computing products. For certain financial information with respect to these segments, see Note L to
the registrant's financial statements included in the annual report to shareholders for the 52 weeks ended December 30, 2000 (filed herewith as Exhibit 13 and hereinafter referred to as the "2000 Annual Report"), which note to such financial statements is
hereby incorporated by reference.
Most raw materials for production of writing instruments in the United States are obtained domestically. Some desk set base materials, fountain pen nibs, front sections, certain finished caps and barrels, and some lacquer coating of metal
shells are imported from Germany and France. Complete pencil mechanisms, some porous point refill components, leads, resin caps and barrels, some fountain pen nibs, front sections, cap components and certain coated shells are imported from Japan.
The registrant, directly and through its subsidiaries, has certain writing instrument, timepiece and PCG trademark registrations, and pending trademark applications, in the United States and many foreign countries, including but not limited
to, its principal trademark "CROSS" and the frustoconical top of its writing instruments. The principal trademark "CROSS" is of fundamental importance to the business. The registrant holds certain United States and foreign writing instrument patents,
and/or has filed U.S. and foreign patent applications, covering its desk set units, Townsend series writing instruments, Solo and Radiance series writing instruments, Metropolis series writing instruments, Pinnacle series writing instruments, Morph series
writing instruments, ion series writing instruments, fountain pens, mechanical pencil mechanisms, and ball-point pen mechanisms. The registrant also holds certain United States patents, and has filed United States and foreign patent applications,
covering certain of its PCG pen-based computer products. While the registrant pursues a practice of seeking patent protection for novel inventions or designs, the Company's business is not significantly dependent upon obtaining and maintaining patents.
Retail demand for the registrant's writing instrument products is highest prior to Christmas and other gift-giving occasions. However, seasonal fluctuations have not materially affected continuous production of writing instrument products.
The Company historically has generated approximately one third of its annual sales in the fourth quarter.
Writing instrument inventory balances tend to be highest in anticipation of new product launches and before peak selling seasons. The registrant has offered in the past, and may offer in the future, extended payment terms to domestic writing
instrument customers at certain points during the year, usually September through November. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report incorporated by reference herein for a
discussion of the impact on results of operations of this practice.
The registrant is not dependent for a material part of its business upon any single customer.
The backlog of orders is not a significant factor in the registrant's business.
Sales of the registrant's writing instrument products are made to military post exchanges and service centers, but the Company does not enter into any contracts that are subject to renegotiation or termination by the United States Government.
The writing instrument field is highly competitive, in particular with respect to product quality and brand recognition. There are numerous manufacturers of ball-point, roller-ball and fountain pens and mechanical pencils in the United States
and abroad. Many of such manufacturers produce lower priced writing instruments than those produced by the registrant. Although the registrant is a major producer of ball-point, roller-ball and fountain pens and mechanical pencils in the $10 to $50
price range, other writing instrument companies have significantly higher sales volumes from a broader product line across a wider range of prices or have greater resources as divisions of larger corporations.
The registrant had expenditures for research and development of new products and improvement of existing products of approximately $1,891,000 in 2000, $2,924,000 in 1999, and $4,360,000 in 1998. For additional discussion of research and
development, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report incorporated herein by reference.
The registrant believes it is in substantial compliance with all Federal, State and local environmental laws and regulations. The registrant believes that future capital expenditures for environmental control facilities will not be material.
See Note N to the registrant's financial statements included in the 2000 Annual Report, which note to such financial statements is incorporated herein by reference.
The registrant had approximately 900 employees at December 30, 2000, of which approximately 200 were employed by international subsidiaries or branches.
Approximately 52% of the registrant's sales in 2000 were in international markets. The registrant's primary international markets are in Europe and Asia. Sales of writing instrument products to international distributors are subject to
import duties in many countries although sales made by the registrant's wholly-owned facility in Ireland into European Common Market countries are duty free. The Company believes that its' import duty status will change as a result of the restructuring
plan. The operations of the registrant's international subsidiaries and branches are subject to the effects of currency fluctuations, to the availability of dollar exchange, to exchange control and to other restrictive regulations. Undistributed
earnings of the foreign manufacturing and marketing subsidiaries prior to the Revenue Reconciliation Act of 1993 (the "1993 Act") generally are not subject to current United States Federal income and state income taxes. However, repatriation to the
registrant of the accumulated earnings of foreign subsidiaries would subject such earnings to United States Federal and state income taxes. The 1993 Act added Internal Revenue Code Section 956A which had the effect of subjecting a portion of current
foreign earnings (i.e., earnings generated subsequent to the 1993 Act) to United States Federal taxation. See Note I and Note L to the registrant's financial statements included in the 2000 Annual Report, which notes to such financial statements are
incorporated herein by reference. For the effect of foreign sales on the Company's results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report incorporated herein by reference
.
See "Risks and Uncertainties; Forward-Looking Statements" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2000 Annual Report incorporated herein by reference. Statements contained herein
that are not historical fact are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," "will" and similar
expressions are intended to identify forward-looking statements. In addition to statements in this document that may be construed as forward-looking statements, there may be statements in other documents of the registrant and oral statements by
representatives of the registrant to securities analysts or investors that may be construed as forward-looking statements about the business and new products, sales and expenses, and operating and capital requirements. Any such statements are subject to
risks that could cause the actual results or needs to differ materially, including but not limited to the ability of the Company to generate consumer acceptance of various new products recently introduced and/or planned for introduction in the coming
months; increases in the cost of or limitations in the supply of raw materials; changes in political and economic conditions in the United States or other countries in which the Company operates; interest and currency rate fluctuations; competitive
product and pricing pressures; and inflation. These risks are discussed in the section referred to above and incorporated herein by reference.
In addition to the nominees, directors and executive officers listed in the "Election of Directors" section of the registrant's definitive proxy statement for the 2001 annual meeting of shareholders, which section is incorporated by reference
herein, the following are executive officers of the registrant (each of whom serves until his or her successor is elected and has qualified):
and Chief Financial Officer
President, Pen Computing Group
Chief Accounting Officer
Corporate Secretary
STOCKHOLDER MATTERS
CONDITION AND RESULTS OF OPERATIONS
RISK
MANAGEMENT
FORM 8-K
report.
(3) to the registrant's report on Form 10-K for the year ended December 31, 1980);
Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit
(3) to the registrant's report on Form 10-K for the year ended December 31, 1994),
Amendment to By-laws adopted December 2, 1988 (incorporated by reference to
Exhibit (3) to the registrant's report on Form 10-K for the year ended December 31,
1989); Amendment to By-laws adopted February 6, 1992 (incorporated by reference
to Exhibit (3) to the registrant's report on Form 10-K for the year ended December 31,
1991)
Exhibit (10.5) to the registrant's report on Form 10-K for the year ended December 31,
1994)*
reference to Exhibit (10.6) to the registrant's report on Form 10-K for the year ended
December 31, 1994)*
(10.7) to the registrant's report on Form 10-K for the year ended December 31,
1995)*
Exhibit (10.8) to the registrant's report on Form 10-K for the year ended December 31,
1997)*
(10.7) to the registrant's report on Form 10-K for the year ended December 31,
1998)*
"Consolidated Statements of Operations" section of the registrant's 2000 Annual
Report)
respect to the portions expressly incorporated by reference in this Form 10-K.
section of the registrant's 2000 Annual Report
(Russell A. Boss)
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
Signature |
Title |
Date |
/s/RUSSELL A. BOSS |
Chairman & Director |
March 28, 2001 |
/s/BRADFORD R. BOSS |
Chairman Emeritus & Director |
March 28, 2001 |
/s/DAVID G. WHALEN |
President & Director |
March 28, 2001 |
/s/JOHN T. RUGGIERI |
Senior Vice President |
March 28, 2001 |
/s/GARY S. SIMPSON |
Corporate Controller |
March 28, 2001 |
/s/JOHN E. BUCKLEY |
Director |
March 28, 2001 |
/s/____________________ |
Director |
|
/s/H. FREDERICK KRIMENDAHL II |
Director |
March 28, 2001 |
/s/TERRENCE MURRAY |
Director |
March 28, 2001 |
/s/JAMES C. TAPPAN |
Director |
March 28, 2001 |
/s/GALAL P. DOSS |
Director |
March 28, 2001 |
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a)(1) and (2), (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
52 WEEKS ENDED DECEMBER 30, 2000
A. T. CROSS COMPANY
LINCOLN, RHODE ISLAND
FORM 10-K - ITEM 14(a)(1) and (2)
A. T. CROSS COMPANY AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of A. T. Cross Company and subsidiaries, included in the 2000 Annual Report, are incorporated by reference in Item 8:
Consolidated Balance Sheets - December 30, 2000 and January 1, 2000
Consolidated Statements of Operations - Three Years in the Period Ended December 30, 2000
Consolidated Statements of Comprehensive Income (Loss) - Three Years in the Period Ended December 30, 2000
Consolidated Statements of Changes in Shareholders' Equity - Three Years in the Period Ended December 30, 2000
Consolidated Statements of Cash Flows - Three Years in the Period Ended December 30, 2000
Notes to Consolidated Financial Statements
Independent Auditors' Report
The following consolidated financial statement schedule of A. T. Cross Company and subsidiaries is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts
The independent auditors' report on Financial Statement Schedule II is included herein. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, or the information required therein has otherwise been disclosed in the consolidated financial statements referred to above, or are inapplicable, and therefore have been omitted.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
A. T. CROSS COMPANY AND SUBSIDIARIES
COLUMN A |
COLUMN B |
COLUMN C |
COLUMN D |
COLUMN E |
||||
|
Balance at |
Charged to |
Charged to |
|
Balance |
|||
Year Ended December 30, 2000 |
||||||||
Deducted from asset account: |
||||||||
Allowance for doubtful accounts |
$ 1,352,000 |
$ 731,898 |
$ 0 |
$ 565,898 |
(A) |
$1,518,000 |
||
Year Ended January 1, 2000 |
||||||||
Deducted from asset account: |
||||||||
Allowance for doubtful accounts |
$ 1,551,000 |
$ 801,346 |
$ 0 |
$ 1,000,346 |
(A) |
$ 1,352,000 |
||
Year Ended December 31, 1998 |
||||||||
Deducted from asset account: |
||||||||
Allowance for doubtful accounts |
$ 1,624,000 |
$ 41,580 |
$ 0 |
$ 114,580 |
(A) |
$ 1,551,000 |
(A) Uncollectible accounts written off.
Independent Auditors' Report |
Item 14(d) |
To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island
We have audited the consolidated financial statements of A.T. Cross Company and subsidiaries (the "Company") as of December 30, 2000 and January 1, 2000, and for each of the three years in the period ended December 30, 2000, and have issued our report thereon dated February 20, 2001; such consolidated financial statements and report are included in the Company's 2000 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company, listed in Item 14(d). This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 20, 2001
Exhibit 10-6
A. T. Cross Company
Worldwide Executive Incentive Plan - 2001
Introduction
The following Annual Executive Compensation Incentive Plan (the "Plan") will be implemented for 2001. The purpose of the Plan is to motivate, retain and reward managerial and executive employees for the achievement of certain business objectives. For 2001, the Plan will be based on a combination of achievement of Operating Income Before Taxes (OIBT), Net Sales, Return on Assets and Individual Performance Objective Targets. Individual participants in the Plan will be assigned different performance measurements, considering their specific responsibilities and may be measured based on corporate, regional or territory results. The combination of the performance objectives and performance targets for each participant will be determined based on individual positions and agreed upon by the President and CEO along with the appropriate Vice President.
How the Plan Works
Participants of Groups I - V are eligible to receive a percentage of their base salary earnings as additional compensation, based on the Company's and/or individual achievement of specified performance targets consistent with the Company's business plan.
Performance Measures
Eligibility
The Compensation Committee of A. T. Cross Company may appoint - based on job content and performance - any salaried employee to be a Group I, II, III, IV or V participant in the compensation program. Individuals are placed in Groups I - V based on similar levels of responsibility and ability to directly impact the financial results of the Company. Participating employees remain members until the end of the fiscal year in which they were appointed. Eligible employees must be re-appointed to participate each year.
Employees may participate for part of a year but must be actively employed by the Company (except in cases of death or disability) as of December 31 to be eligible for incentive awards relating to that year.
Funding Levels
Achievement of OIBT |
85% |
100% |
120% |
|
Achievement of Net Sales |
95% |
100% |
120% |
|
Achievement of Return |
95% |
100% |
120% |
|
Group |
Minimum |
Threshold Payout |
Target |
Maximum Payout |
I |
0 |
50% |
75% |
100% |
II |
0 |
20% |
40% |
60% |
III |
0 |
15% |
30% |
45% |
IV |
0 |
13% |
25% |
37% |
V |
0 |
10% |
15% |
25% |
Payout of Plan Awards
Annual Incentive Awards will be distributed as soon as is practicable after the close of the fiscal year. Awards will be made as a percent of base salary paid for that year. Base salary does not include any bonus payable under this Plan or any other incentive plan, any life insurance premiums, special compensation, pension benefits, profit sharing trust or Crossaver savings plan matching allocations.
Performance results that fall between threshold, target and maximum levels will yield the comparable interpolated funding levels.
Changes in Employment Status
Employees who are participants in the Plan for only part of a fiscal year may participate in the Plan for the period or periods of membership on a pro rata basis. Bonuses will be prorated for employees who participate in more than one bonus level during the year, considering all bonus levels. However, participants must be actively employed by the Company as of December 31 to be eligible for incentive awards relating to that year.
Disability or Death
For participants who become disabled (i.e., eligible for Company LTD benefits) or die while a member of the Plan, awards will be determined in a pro-rated manner to reflect the period of time the participant was an active member of the Plan. Payout will be made - at the time the normal payout would have been made - to the participant or participant's beneficiary(ies) if on file; otherwise, payment will be made to the participant's estate.
Administration
The Compensation Committee of the Board of Directors of A. T. Cross Company, whose decisions in all matters will be final, will administer the Plan. The Committee reserves the right, subject to the full Board's approval, to modify, amend, or discontinue this Plan at any time. Any changes or amendments to the Plan will not affect a participant's rights prior to the modification unless the participant provides written consent.
Participation in this Plan does not confer any right to continued employment by A. T. Cross. Similarly, selection for participation in any one year does not necessarily guarantee participation in future years. No member of the Compensation Committee shall have any personal liability in connection with the administration of the Plan.
Definitions
Operating Income Before Taxes (OIBT)
OIBT is defined as the pretax operating income. It excludes any adjustment for LIFO inventories, and is before profit or loss on the disposition of fixed assets, before restructuring or other non-recurring charges and before allowance for bonus payment under this plan. The corporate target will be approved by the Board of Directors considering the annual operating plan.
Net Sales
Net Sales is defined as gross sales of the unit, less returns and allowances, cash discounts, and rebates.
Return on Assets
Return on Assets is defined as net income divided by average total assets (2 point average.)
Territory
The three territories are: 1.) Europe, Middle East and Africa, 2.) Asia and 3.) The Americas.
Region
Is defined as the individual participant's assigned area of responsibility.
International Calculations
Participants who are located internationally will have their targets and actual results determined utilizing budgeted exchange rates. By utilizing budgeted exchange rates, there will be neither a favorable or unfavorable impact as a result of fluctuations in foreign exchange. Also, participants who operate in a single country will be measured using local currency, while participants who operate in multiple countries will be measured in U.S. dollars (utilizing budgeted exchange rates) on a consolidated basis.
Exhibit 10-7
(Note: Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The information omitted has been filed separately with the Securities and Exchange Commission.)
May 15, 2000
Mr. John E. Buckley
One Kings Row
Cumberland, Rhode Island 02864
Dear John:
This letter will set forth the terms and conditions pursuant to which A.T. CROSS Company will enter into a consulting arrangement with you.
You have indicated that as of June 30, 2000, your employment with A.T. CROSS Company will terminate. At that time, and assuming that you sign the form of Separation Agreement and General Release provided by the Company, the severance benefits described in Russell A. Boss's letter to you dated August 17, 1999 (a copy of which is attached hereto) will commence. With respect to those options you have received as an employee, you will have ninety (90) days following June 30, 2000 to exercise any vested (as of June 30, 2000) and unexpired incentive stock options and twelve (12) months following June 30, 2000 to exercise any vested (as of June 30, 2000) and unexpired nonqualified stock options.
Any Restricted Stock previously granted to you which has not vested as of June 30, 2000 will be forfeited.
You will continue to receive health, dental and universal life insurance coverage to age 65.
Your consulting arrangement with the Company will commence on July 1, 2000 and will be further evidenced by a written Consulting Agreement. Pursuant to the arrangement, you will continue to seek out revenue generating opportunities for the Pen Computing Group, including in particular, NetPen opportunities. Your title will be President, Pen Computing Group, and you will continue to be directly supported by two CROSS employees and other CROSS functions as needed. You will continue to report to me .
In exchange for the services you agree to provide pursuant to the consulting arrangement, CROSS agrees to pay you the following:
From July 1, 2000 to December 31, 2000, CROSS will pay you a fee of $162,500 (the "Fee") which will be paid in equal monthly installments.
The term of the consulting arrangement will be for six (6) months from July 1, 2000 to December 31, 2000 (the "Term"). In the event that the Board of Directors determines at any time during the Term that there is not a viable future for the NetPen project or the Pen Computing Group, it shall have the right to terminate the consulting arrangement with thirty (30) days' notice. Notwithstanding the foregoing, in the event that the Consulting Agreement is terminated by the Board prior to December 31, 2000, the Company agrees to pay you the remaining Fee that would have otherwise been payable to you through December 31, 2000, plus a termination fee of $135,420. In the event that the CROSS Board of Directors determines to continue the PCG business prior to the end of the Term, it shall renew the consulting arrangement with you for a twelve (12) month period (the "Renewal Term"). For the purposes of determining whether the Consulting Agreement is renewed with you, the PCG business shall only be deemed to be continued by the Board of Directors if the following occurs:
(i) |
the PCG revenue plan for 2001 must exceed 25% of the QWI revenue plan for 2001; and |
(ii) |
the Board of Directors must have accepted the PCG 2001 Plan and must have agreed to commit increased resources to the PCG business; and |
(iii) |
CROSS's role in the PCG business must be more than merely a contract manufacturer. |
If the foregoing does not occur, the Consulting Agreement will not be automatically renewed.
If the Consulting Agreement is renewed, you will be paid $325,000 for the Renewal Term plus the average percentage increase given to members of the Operations Committee. If the Consulting Agreement is terminated by the Board prior to the end of the Renewal Term, CROSS agrees to pay you the balance of the $325,000 not yet paid for 2001. Bonus opportunities for the Renewal Term will be agreed by the parties.
You will be provided with a monthly car and gas allowance of $1,000 through December 31, 2000 after which you will start to receive the car allowance you would have received pursuant to the Russell A. Boss letter, unless your consulting arrangement is extended by the Board as described herein, in which case the car allowance paid pursuant to the Consulting Agreement will continue. You will not commence receiving the car allowance provided for in Russell Boss's letter until your Consulting Agreement is terminated.
In addition, you will be provided with an opportunity to earn a bonus equal to up to 40% of the Consulting Services Fee if you accomplish the following by December 31, 2000: (For the purpose of determining the bonus opportunities set forth below in paragraphs 1, 2, 3 and the paragraph on achieving operating income before taxes, the Consulting Services Fee will be deemed to be $325,000.)
1. |
If you successfully negotiate CROSS's participation (the "Participation") in the deal currently being negotiated between [XXXX] and [XXXX] identical to what CROSS would have received in the deal previously contemplated with [XXXX] you will earn an amount equal to 40% of the bonus, or 16% of your Consulting Services Fee. A Participation will be achieved if a) CROSS receives 5.6% of the total price that [XXXX] receives from [XXXX] either in cash or in equity in NewCo; b) CROSS is the exclusive OEM manufacturer of pens and other non-tethered styli as set forth in the Agreement between CROSS and [XXXX] dated June 1999 for NewCo; c) NewCo must agree to pursue third party infringers of CROSS's rights and of the [XXXX] intellectual property; d) CROSS will receive [XXXX] for surrendering its rights under the [XXXX] Agreement to NewCo; and e) NewCo agrees to feature CROSS in all of the packaging, advertising, publications, and public relations related to the [XXXX] business, and in particular, inserts in the [XXXX] mailer. |
2. |
If you a) lead and operate the NetPen business; b) drive and execute the Vantis test market; c) drive and execute the Forbes test market; and d) achieve the 2000 Operating Budget (attached), you will receive an amount equal to 20% of the bonus, or 8% of your Consulting Services Fee. |
3. |
If the Board approves a continuation of the consulting arrangement, and you agree to such continuation, beyond December 31, 2000, you will receive an amount equal to 40% of the bonus, or 16% of your Consulting Services Fee. |
Within fifteen (15) days of February 3, 2001 the Company will provide you with a cash payment equal to the fair market value of 6,667 shares of A.T. CROSS Class A common stock on February 3, 2001. In the event that the Board approves the continuation of your agreement through 2001, the Company will provide you with a cash payment equal to the fair market value of 13,333 shares of A.T. CROSS Class A common stock on February 3, 2002.
Further, the Company agrees that it will grant you rights to the appreciation on 67,152 units of phantom stock. You will be entitled to take the appreciation on such phantom units any time within five (5) years of July 1, 2000. The baseline fair market value used to determine future appreciation will be the fair market value on July 1, 2000. For example, if the fair market value of CROSS Class A common stock is $6.00 on July 1, 2000 and you decide to cash out the appreciation on all the units on July 1, 2001 and the fair market value is $8.00 on that date, you will be entitled to a payment equal to 67,152 X $2.00 or 134,304. You may take the appreciation on some or all of the phantom units throughout the five (5) year period.
Finally, if the operating income before taxes for the Pen Computing Group for the prior twelve (12) months equals or exceeds $1,000,000 on December 31, 2000 you will receive an amount equal to 10% of the Consulting Services Fee. If the OIBT for the Pen Computing Group equals or exceeds $2,000,000 on December 31, 2000 you will receive an additional amount equal to 10% of your Consulting Services Fee.
In the event that you voluntarily terminate your services to CROSS at any time during the Term or Renewal Term, you agree to provide the Company with three (3) months' notice. At its discretion, CROSS shall have the option to ask you to provide services during that three-month period. If you are asked to provide services, you will be paid for that time.
If you voluntarily terminate, you will forfeit your right to any remaining fees to be paid during the Term or Renewal Term, as well as any bonus opportunities. In addition, if you terminate prior to December 31, 2000, you will forfeit your right to the cash payments (described above) equal to the fair market value of 6,667 shares which were to be made on February 3, 2001, and the cash payment equal to the fair market value of 13,333 shares which was to be made on February 3, 2002, assuming the conditions described herein had been met. If you voluntarily terminate after December 31, 2000 but before December 31, 2001, you will lose your right to the cash payment equal to the fair market value of 13,333 shares which was to be made on February 3, 2002, assuming the conditions described herein had been met.
If you agree with the foregoing terms and conditions, please so signify by signing below. A draft of a Consulting Agreement will be forwarded to you for your review in the next several weeks.
Very truly yours, |
By /s/ DAVID G. WHALEN |
Agreed and Accepted:
By /s/ JOHN E. BUCKLEY
(John E. Buckley)
June 29, 2000
Mr. John E. Buckley
John E. Buckley, LLC
One Kings Row
Cumberland, Rhode Island 02864
Dear John:
This letter will amend the Consulting Agreement between CROSS and John E. Buckley, LLC dated July 1, 2000 and the Letter Agreement between CROSS and John E. Buckley dated May 15, 2000 (collectively, the "Agreement"). The Agreement provides that John E. Buckley will cease to be an employee of CROSS on June 30, 2000 and will enter into a Consulting Agreement with CROSS on July 1, 2000.
You agree that, at the discretion of David Whalen, you will continue as an employee of CROSS beyond June 30, 2000, but in no event later than December 31, 2000. Dave will notify you when your employment status will end and your consultant status will begin. In the event that you continue as a CROSS employee beyond June 30, 2000, your Consulting Agreement with CROSS will not commence until the day after your last day as an employee of CROSS. You will continue to be paid and otherwise treated as an employee of CROSS for the time period that your employment is extended beyond June 30, 2000. You will not commence receiving severance benefits until your employment ceases, and the time to exercise your stock options will not start to run until you are no longer an employee. Further, you will not forfeit unvested Restricted Stock until your employment terminates. In the event that your employment does not end until December 31, 2000 and your consulting status does not commence, CROSS agrees and acknowledges that you are entitled to the termination fee of $135,420 as described in the Letter Agreement.
For each month that your employment is extended beyond June 30, 2000, your Fee as a Consultant will be reduced by $27,083.33, or a pro rata portion thereof as appropriate if not in full month increments. While you are an employee, you will continue to receive your car and gas allowance that you have been receiving as an employee but will not receive the car and gas allowance as a consultant until the Consulting Agreement commences.
In all other respects, the terms and conditions of the Agreement will remain unchanged, including the determination of the baseline valuation of the phantom stock grant set forth in the Letter Agreement.
If you agree with this amendment to the Agreement, please so signify by signing the enclosed duplicate copy of this letter and returning it to me.
Very truly yours, |
By: /s/ DAVID G. WHALEN |
Agreed and Accepted:
By /s/ JOHN E. BUCKLEY |
June 29, 2000 |
JOHN E. BUCKLEY, LLC
By /s/ JOHN E. BUCKLEY LLC |
June 29, 2000 |
Exhibit 10-8
January 5, 2001
Mr. John E. Buckley
One Kings Row
Cumberland, Rhode Island 02864
Re: SEPARATION AGREEMENT AND RELEASE
Dear John:
This will confirm that your employment with A.T. CROSS Company ("CROSS") terminated effective December 31, 2000. This Separation Agreement and Release ("Agreement") spells out the severance and benefits package available to you if you sign this Agreement, and also indicates the compensation and benefits you will receive whether or not you sign this Agreement.
1. |
If you sign this Agreement and abide by the terms and conditions explained below, CROSS will provide you with the following severance and benefits package:
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(a) |
You will be paid a total of $760,000.00 in severance pay, minus the appropriate taxes and other legally required or agreed-upon deductions in forty-eight (48) equal semi-monthly installments. Provision of the severance benefits set forth herein is conditional on your reasonable cooperation and assistance in effecting an orderly transition with CROSS and reasonable cooperation and assistance during the time you are receiving severance benefits. Severance benefits will continue if you become disabled. In case of your death, the remaining payments will be paid to your spouse or your estate.
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(b) |
Even if you do not sign this Agreement, if eligible, you have the right under federal legislation, commonly referred to as "COBRA", to continue participation in CROSS's group health insurance plans (medical, dental) at your expense for a period of up to 18 months after termination of employment with CROSS, subject to limitations on that right imposed by COBRA. However, although not obligated to do so, if you sign this Agreement, CROSS will continue to pay its current share of your monthly health insurance premiums to age 65 or until you are eligible for health insurance coverage by virtue of employment, whichever comes first. This means that if you elect "COBRA" while you are receiving Paragraph 1(a) payments, you will be obligated to pay only the employee share of the monthly premium. CROSS will deduct your share of the monthly premium from the Paragraph 1 (a) payments. At the conclusion of the severance payments (if that occurs within the 18-month period following termination of employment), you will be permitted to continue participation in the group health insurance plans by payment of your share of the appropriate monthly premium for the remainder of the 18-month COBRA period (subject to the limitations on that right imposed by "COBRA"). You understand that, in accordance with "COBRA," CROSS's obligations under this paragraph may terminate in any event if you are not eligible or become covered by another health insurance plan prior to the end of the 18-month period following your termination of employment. Documents relating to your "COBRA" rights will be provided at a later date. Your covered dependents, if eligible, have the right under federal legislation commonly referred to as "COBRA," to continue participation in CROSS's group health insurance plans (medical/dental) at their expense for a period of up to thirty-six (36) months after termination of your coverage with CROSS, subject to limitations on the right imposed by COBRA.
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(c) |
CROSS will continue to pay its current share of the premium for your medical and dental insurance until age 65.
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(d) |
You will continue to receive $900 a month toward the purchase or cost of an automobile, along with $100 per month for gasoline, as long as you are receiving severance pay pursuant to Paragraph 1 of this letter, until you gain employment or until you enter into a business arrangement that, in either case, provides you with an automobile or an automobile allowance, whichever occurs first.
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(e) |
CROSS will continue to pay the premium for your individual life insurance policy until age 65. This policy can continue beyond that date if you assume the premium payments.
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2. |
You understand and agree that the payments and benefits offered to you in Paragraph 1 of this Agreement and not mandated by law are in addition to any payments or benefits which you are entitled to because of your employment with CROSS and are conditional upon your execution of this Agreement.
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3. |
Whether or not you sign this Agreement, you are entitled to the following payments and/or benefits:
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(a) |
Your group life insurance terminates following the last day of your employment with CROSS. You may convert your group life insurance to an individual policy without evidence of insurability within 31 days after termination of your group life insurance. If you die within those 31 days, the amount that you could have converted will be paid as a death benefit. Appropriate forms will be provided at a later date.
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(b) |
Any benefits due to you under CROSSAVER PLUS will be forwarded to you, or to such plan or fund as you designate, by Fleet Investment Services. Appropriate paperwork will be provided to you at a later date. Benefits due to you under the A.T. CROSS Company Unfunded Excess Benefit Plan will be forwarded to you upon completion of valuation of the benefits as of December 31, 2000.
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(c) |
You are eligible for a benefit at retirement from the A.T. CROSS Pension Plan, including the Unfunded Excess Benefit Plan. Paperwork explaining your actual benefit and payment options will be provided to you at a later date.
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(d) |
CROSS will pay you for any earned, but unpaid or unused, vacation for the current vacation year, less legal deductions.
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(e) |
Continuation of group health insurance at your expense to age 65.
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(f) |
Your Group Long-Term Disability insurance terminates on the date of the termination of your employment with CROSS. There is no conversion privilege for this insurance.
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(g) |
You will have ninety (90) days following December 31, 2000 to exercise any vested (as of December 31, 2000) and unexpired incentive stock options and twelve (12) months following December 31, 2000 to exercise any vested (as of December 31, 2000) and unexpired nonqualified stock options that you received as an employee. Any restricted stock previously granted to you which has not vested as of December 31, 2000 will be forfeited.
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(h) |
Your business travel accident insurance terminated on December 31, 2000. There is no conversion privilege for this insurance.
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(i) |
Except as explained in this Agreement, all compensation and benefits arising out of, or incidental to, your employment with A.T. CROSS Company, terminate effective with your termination date.
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4. |
By signing this Agreement, you knowingly and voluntarily release and forever discharge CROSS and its officers, directors, affiliates, agents, employees, successors, and/or assigns (collectively referred to throughout this Agreement as "CROSS"), of
and from any and all claims, known and unknown, which you, your heirs, executors, administrators, successors, and assigns, have or may have against CROSS that exist up to and including the date you execute this Agreement including, but not limited to, any
alleged violation of Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The
Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Older Worker's Benefit Protection Act; The Fair Labor Standards Act, as amended; The
Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The Rhode Island Fair Employment Practices Act, as amended; The Rhode Island Civil Rights Act, as amended; any other federal, state or local civil or human rights
law or any other local, state or federal law, regulation or ordinance; any alleged public policy, contract, tort, or common law claim; and/or any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. CROSS releases you from all claims arising from or relating to your employment and agrees to hold you harmless for all lawful acts done in the course of your employment.
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5. |
You confirm that you have not filed any charge, complaint or claim against CROSS with any agency, court or other forum. Except as prohibited by law, you agree that any charge, complaint or claim that has been filed by you against CROSS will be dismissed with prejudice, and without cost to CROSS. You also agree that, if any charge, complaint or claim is filed hereafter in violation of Section 4, above, this Agreement may be relied on by CROSS to compel summary dismissal of the charge, complaint or claim, with prejudice, and/or as a complete defense to such action. Finally, you agree that you will not accept any relief or recovery in connection with any charge, complaint or claim that is filed in violation of Section 4 of this Agreement.
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6. |
By signing this Agreement, you agree to retain all Confidential Information (as hereinafter defined) in complete confidence and secrecy. More specifically, you agree that you shall not disclose any Confidential Information, either directly or indirectly, to anyone, and that you shall not use any Confidential Information, either directly or indirectly, for your benefit or anyone else's, subsequent to the termination of your employment. The term "Confidential Information" includes information, knowledge, data, and/or material disclosed by CROSS to you or acquired or developed by you as a consequence of or through your employment with CROSS which is not generally known in the industry in which CROSS is or plans to become engaged, including but not limited to, matters of a business nature, such as contracts, purchasing, products, accounting, marketing, merchandising and selling, pricing, vendor and customer lists, vendor and customer requirements, business habits, business plans, individual contracts, the identity of key employees, and such other information which enable CROSS to compete successfully in its business.
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7. |
By signing this Agreement, you understand and agree: (a) that, other than as set forth in this Agreement and the letter between CROSS and you dated May 15, 2000, as amended by the letter between CROSS and you dated June 29, 2000, this Agreement sets forth the entire agreement between you and CROSS and supersedes any prior separation and/or release agreements; (b) that other than as set forth in this Agreement, no other monies, benefits or payments are due to you (except any that may be due to you pursuant to your status as a member of CROSS's Board of Directors, and the $135,420 payment to be paid on January 15, 2001); (c) that nothing in this Agreement is intended to mean that CROSS has engaged in any wrongdoing or unlawful conduct; (d) that you will not disclose the existence or the contents of this Agreement to anyone but your attorney, spouse, accountant, federal or state tax authorities or where disclosure is compelled pursuant to legal process, or to the extent necessary in connection with the enforcement of this Agreement; (e) that this Agreement can be modified only in a written agreement signed by you and CROSS; (f) that you will not in any way, directly or indirectly, induce or attempt to induce any employee of CROSS to leave the employ of CROSS; and (g) CROSS agrees that nothing you do in good faith as a member of the Board of Directors will be considered as a violation of this Agreement.
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8. |
In addition to the above, by signing this Agreement you understand and agree that:
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(a) |
should you violate any term of this Agreement or your Employee Invention, Patent Assignment and Non-Disclosure Agreement, if you signed one; or
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(b) |
should you take any action that is injurious to, or make any statement or representation, either oral or written, which would in any manner tend to disparage, malign, cast aspersions or reflect adversely on or be derogatory or injurious to the reputation or image of CROSS or any of its subsidiaries, affiliates, officers, directors or employees;
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(c) |
should you at any time during the twelve (12) months following December 31, 2000, without CROSS's written consent, directly or indirectly own, control, manage, or be connected as a stockholder (but not passive ownership of up to 1% in a public company), partner, employee, agent, or consultant with any company, firm or other entity doing business in the United States or abroad that engages in the manufacture, sale, marketing, development or research of electronic pen products or that otherwise directly or indirectly competes with products currently contemplated by the PCG division of CROSS; no further payments or benefits will be paid to you under this Agreement (except to the extent such payment or benefit is mandated by law), and you will make immediate repayment to CROSS of one-half of all severance payments made by CROSS pursuant to this Agreement.
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9. |
You understand that, whether or not you sign this Agreement, except as specifically stated herein, you must immediately return to CROSS all property of CROSS in your possession or control, including, but not limited to, all written and other materials relating to inventions, technical innovations, Confidential Information and trade secrets, as well as company records, files, credit cards, keys and security badges.
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10. |
Notwithstanding the foregoing, by signing this Agreement, you understand and agree that if you sue or file a claim against CROSS, in violation of this Agreement, you will be obligated to pay CROSS all its costs and expenses of defending the suit or claim, including reasonable attorneys' fees. CROSS agrees that if it is found by a court of competent jurisdiction to be in violation of this Agreement, it will be obligated to pay all your costs and expenses for enforcing the Agreement, including reasonable attorneys' fees.
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11. |
You may take up to twenty-one (21) days from the date of receipt of this Agreement to consider whether or not you wish to sign this Agreement. You and CROSS agree that any modification, material or otherwise, made to this Agreement will not restart
or affect in any manner the original twenty-one (21) day consideration period. If you sign the Agreement, please return it to the CROSS Human Resources Department within the twenty-one (21) day period. If you do sign this Agreement, it will not take effect until seven (7) days have passed after you sign it. During those seven days, you will have the right to revoke this Agreement. If you decide to revoke this Agreement, please notify Tina Benik, or
in her absence, John Ruggieri, by telephone or letter, during the seven-day period that you desire to revoke your execution of this Agreement. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Rhode Island, the
revocation period shall not expire until the next day that is not a Saturday, Sunday or legal holiday. Because this Agreement does not take effect until the eighth day after you have signed it, we will not be able to provide you with the severance pay or benefits that we have offered you as consideration until the seven-day revocation period has expired.
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12. |
This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island without regard to its conflict of laws provisions. Should any provision of the Agreement be declared unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. However, if for any reason the general release language were ruled to be unenforceable for any reason, you shall return the consideration paid hereunder to CROSS. In the event that the language in this Agreement and any other agreement which is not superseded conflict, the terms of this Agreement shall govern.
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13. |
We advise you to consult with an attorney before signing this Agreement.
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Very truly yours, By: /s/ TINA C. BENIK |
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TCB:lac I acknowledge that I have carefully considered and understand my rights and obligations, as explained in this Agreement. I acknowledge that I am signing this Agreement knowingly and voluntarily, and that I have not been pressured to sign this Agreement by anyone connected with CROSS. |
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By /s/ JOHN E. BUCKLEY________ |
January 12, 2001 |
2000
ANNUAL REPORT
[ Photo - caption on next page ]
[ A.T. Cross Company Logo ]
1 - 3 |
Shareholders' Report | |||
4 - 5 |
Rewriting the Pen | |||
6 |
Five Year Summary, Market |
[ Photo - caption below ] |
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& Dividend Information | ||||
7 |
Consolidated Balance | |||
Sheets | ||||
8 |
Consolidated Statements | |||
of Operations | ||||
8 |
Consolidated Statements | |||
of Comprehensive Income | ||||
(Loss) | ||||
9 |
Consolidated Statements | |||
of Changes in | ||||
Shareholders' Equity | ||||
10 |
Consolidated Statements |
The first exclusive Cross retail boutique opened in Hong Kong in 2000. |
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of Cash Flows | ||||
[ A.T. Cross Company Logo ] |
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11 - 22 |
Notes to Consolidated | |||
Financial Statements | ||||
23 |
Independent Auditors' | |||
Report | ||||
A.T. Cross Company Profile |
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24 - 28 |
Management's Discussion | |||
& Analysis | ||||
inside |
Directors, Officers & |
The A.T. Cross Company is a major manufacturer of fine |
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back |
Corporate Information | |||
cover |
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quality writing instruments with worldwide distribution. |
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Featured on the cover is ionä
, the new gel ink |
Cross writing instruments are sold through various retail |
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outlets and, in the United States, on the Cross Web site. |
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Cross also distributes products for corporate gift-giving |
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through select distributors. In addition, the company |
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designs, manufactures and distributes select licensed |
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writing instrument designs. The Cross Pen Computing Group |
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designs and manufactures electronic pen products. |
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1 |
Shareholders' Report |
TO OUR FELLOW SHAREHOLDERS
2000 was a milestone year for A.T. Cross as we began to move toward becoming a profitable, growing, innovative, branded company that will create value for our shareholders. Before a company can "win," it must put itself in a position to win. In 2000, we positioned Cross to be successful in 2001 and beyond.
2000 Objectives - Our Performance
In our letter to you last year, we indicated that Cross would focus on three objectives in 2000:
We are pleased to report we achieved these three objectives and have set a solid base from which to build in 2001.
Meaningful Profitability
Making Cross a growing, profitable entity is our primary goal. It is the most direct route to shareholder value and one that we work toward every day. In 2000, much of this work focused on significantly reducing our cost base. We said last year that we are committed to managing and growing Cross from a cost base that is appropriate. Our actions in 2000, which included announcing the closure of our Ballinasloe, Ireland manufacturing and distribution facility, reducing our administrative costs globally and working with our vendors to lower the costs of materials and processes, have been successful. One result was a smaller work force than in 1999 but a more productive one. During 2000, we recognized $19.9 million in restructuring costs. On an operating basis, before restructuring costs, our total company results improved from a net loss of $20.9 million in 1999 to a profit of $7.8 million. Our Quality Writing Instrument operating income, before restructuring costs, grew from $3.4 million in 1999 to $9.2 million in 2000. The combined impact of the restructuring costs and improved operating performance resulted in an $8.1 million net loss for the year versus a $20.1 million net loss in 1999. Importantly, this restructuring effort is now behind us. In 2001, we expect the benefits of our actions to be realized, enabling us to generate net income on a consolidated basis for the first time since 1996. Our intent is that this will be the first of a long stretch of profitable years.
Excitement
In 2000, Cross generated more excitement in the Quality Writing Instrument market than any of our competitors. Early in the year we told our customers that they could rely on us for creativity and innovation. We delivered.
We launched exciting, new Cross products such as MorphÔ , ATXÔ , ionÔ and Cross :ConvergenceÔ . We also leveraged our relationship with Bill Blassâ to create a very successful line for our largest U.S. office supply retail accounts. These products refreshed our line, expanded our price points, brought new customers and consumers to the franchise and drove the contribution of new products (products that were launched in the last two years) to 20% of our business. This is up from 10% in 1999. Our target is for new products to represent 30% of our line. We are off to a great start! Perhaps more importantly, our new product efforts helped us generate revenue growth of 2.1% in our Quality Writing Instrument business. This is the first time since 1995 that our Quality Writing Instrument business has grown.
These new products will continue to play a major role. In 2001, Morph, after a very successful year in North America, South America and Asia, will be fully launched in our Europe, Middle East and Africa region. Conversely, ATX, which drove our 2000 business in Europe, will be fully launched in the rest of the world. ion, our first effort in the gel ink category, was placed in a limited U.S. test late last year and showed great promise. ion will be expanded to other parts of the world in spring 2001. The message is clear: new products will be an integral part of the Cross success formula. We will continue to invest in this effort and drive performance. 2000 was just the beginning.
Another area where we generated excitement was on our Internet site, cross.com. We tested it in 1999 and made it an important part of our business in 2000. We used cross.com to generate revenue, test ideas, link with our retail partners and dialogue with consumers as a means to share with them the exciting developments at Cross. Importantly, in addition to all of the insight we received, cross.com generated profit for our Company. Currently based in the U.S., cross.com has provided learning that will allow us to successfully expand this effort to Europe and Asia.
Finally, in 2000 we launched a new corporate identity for Cross. Early in the year we determined that we were not leveraging our trademark appropriately. A review of the markets around the world
2000 A.T. CROSS COMPANY ANNUAL REPORT
2 |
Shareholders' Report |
indicated that we were presenting many different variations of our logo to consumers. Additionally, consumers indicated that our old logo did not speak to innovation and did not stand out in a positive way. As a result, we worked with our new advertising partner, Carmichael Lynch, to develop a corporate identity that would enhance our position of being a company that markets products relevant to today's lifestyles. The new logo has been universally well received. In 2001, you will begin to see it throughout our business as we work to integrate it into everything we do.
OEM Opportunities
In 2000, our OEM business continued to develop very nicely. OEM revenue, including work we do in our Pen Computing Group ("PCG"), now represents 3.7% of our revenue. Importantly, this is a profitable venture for Cross. We are known as a company that manufactures a quality product and delivers on time. Our partners recognize this and continue to come back to us with new ideas and opportunities. Our goal will be to build this business by servicing our current partners and developing new ones. We are excited by the prospect.
2000 Regional Performance
Before we close the discussion regarding 2000, we want to provide feedback on the performance in each of our regions and on our Pen Computing business.
The Americas
The area comprising the U.S., Central and South America and Canada is our Americas region. In 1999, revenue generated from these markets declined 8.3%. In 2000, we halted the decline. In addition to the launch of new products, the major reasons for this important improvement were strong performance from our U.S. office megastore accounts, a revised approach in our business to business division that grew 1.8% after four years of decline, the restructuring of our U.S. retail sales force to improve territory coverage, a 35% increase in advertising spending and new management in Central and South America where the business grew 21.3%. The Americas is our largest and most profitable market, and we will continue to work hard to improve on this stable performance and generate profitable growth.
Europe, Middle East and Africa (EMEA)
Our second largest region had a challenging year. We changed top management, announced the closure of the Ireland facility that had supplied product to the region for nearly 30 years and we reduced administrative expenses. In addition to these actions, a weakening Euro currency hurt our operating results. While our business in this region declined 3.7% for the year, this does not reflect the great work done in the region. In fact, if the impact of the Euro were removed, revenue would have grown 5.3%. This indicates that our in-market performance, driven by the launch of the ATX product, was strong. As we move into 2001, we see a much leaner organization in this region poised to deliver growth and profit to the Company.
Asia
Our Asia business, which was hit hard in the 1998 financial crisis, continued to recover and grew 12.6%. New senior management, good results with our duty free customers, reduced administrative expenses and growth in Hong Kong, Thailand and Singapore drove this improved performance. Also, late in the year in Hong Kong, we opened our first exclusive Cross retail boutique. This boutique is another way for us to test the power of the Cross brand and receive immediate consumer reaction to our new products. As we move into 2001, we see continued improvement in our Asian business. We are focusing much of our effort in this area toward building our position in Japan - our largest market in the region.
Pen Computing
Our Pen Computing business stabilized in 2000. After several years of significant losses, the business, including a gain on the sale of a portion of our investment in NeoMedia, delivered a pre-tax profit. More importantly, several platforms were established that will contribute to revenue and profit as we move forward. One of the platforms, which involves a relationship that we have entered into with FinePoint Innovations, Inc. ("FPI") of Phoenix, Arizona, involves Cross producing electronic pens on an OEM basis for Seiko's SmartPadÔ . This product, launched in 2000, has been successful and will be a future bright spot for Cross, FPI and Seiko. Cross, along with FPI, also produces electronic pens for a recently launched product by IBM called the TransNoteÔ .
2000 A.T. CROSS COMPANY ANNUAL REPORT
3 |
Shareholders' Report |
We expect other companies with applications for our electronic pens to pursue relationships with Cross and FPI.
Another platform, the Cross :Convergence pen, was launched in December. This product is a consumer oriented, mobile device that links print to the Internet. With a bar code or :cue code scanner at one end and a Cross writing instrument at the other, this product allows consumers to scan codes in printed material or on products, store up to 300 scans and then download the information to their personal computer to connect to the related Web site. After testing Cross :Convergence in Dallas and Providence late in the year, we see good prospects for this product as consumers become more familiar with the power of linking print to the Internet.
We are committed to our PCG business. We see it as an area in which we can grow revenue and profit, and an opportunity to ensure Cross' place in an increasingly technical world. Along with our partners, we will continue to pursue exciting applications in a pen form factor.
One note related to our PCG area is that John Buckley, Cross' Executive Vice President and Chief Operating Officer, retired from Cross at the end of 2000. John served Cross for 25 years and was the driving force behind this PCG effort. We thank him for all of his efforts on behalf of Cross, both in the PCG and QWI areas. We wish him well in his future endeavors, one of which will be as an active member of the Cross Board of Directors.
Additionally, after 29 years of dedicated effort for Cross, Fred Krimendahl has decided not to stand for re-election to our Board of Directors. Fred's support over the years has been invaluable. He helped guide Cross through our initial public offering in 1970 and has provided sound advice since. Fred is a good friend, and we thank him for his years of outstanding service.
2000 Summary
During 2000, using a "back to basics" approach, we executed programs throughout the Company to achieve our three primary objectives. While we knew that some of the effort would be unsettling, we also knew that it was necessary in order to get Cross back to being a consistently profitable business. We are pleased with the progress that we made and intend to accomplish more in 2001.
2001 Objectives
2001 is a critical year for A.T. Cross. We are keenly aware that our Company has not reported consolidated net income since 1996. This is unacceptable. It is time that we generate profit for our shareholders. We believe that from meaningful profit, shareholder value will be created. As such, our two primary goals in 2001 are:
To accomplish these objectives, we will execute superbly as we launch new products, generate excitement around our brand, develop our systems and organization, serve our customers, manage expenses and plan for the future.
Globally, the Quality Writing Instrument market is in search of an exciting leader. The market has experienced much turmoil during the last five years, culminating in last year's sale of the Parker® and Waterman® brands by The Gillette Company. We see this as a great opportunity for Cross. We are completely focused on combining innovation with our superior quality and service to bring consumers writing instruments they desire. The result will be sales and earnings growth.
We have been through a long, hard stretch. We appreciate the dedication of our employees who have worked very hard to begin this turnaround. We also appreciate your patience and support. As we said last year, our brand is powerful and our people are committed. Today we are in a position to build our business and generate a consistently impressive annual return. We look forward to a bright and promising 2001.
Cordially yours,
DAVID G. WHALEN |
RUSSELL A. BOSS |
|
David G. Whalen |
Russell A. Boss |
|
President and CEO |
Chairman |
2000 A.T. CROSS COMPANY ANNUAL REPORT
4 |
Rewriting the pen |
Rewriting
the pen
2000 was a watershed year for Cross, one that saw us giving consumers dramatic new reasons to connect and re-connect with the Cross brand. With a striking new corporate identity and innovative new products, we re-energized our brand and brought newfound excitement to the writing instrument category.
Most important, our new products responded to how people's lives have changed in the new millennium. We dress differently for work, express ourselves with new types of possessions and organize our days with different tools. The challenge for Cross was to re-invent the pen for these times while holding on to the timeless virtues of the brand: uncompromising quality, flawless performance and a lifetime of writing pleasure. Of course, if we could have some fun along the way, all the better.
Forerunner of innovation
Our first introduction of the 21st century was the Morphä pen, and what an introduction it was! The first quality pen with an adjustable grip, Morph combines cool, futuristic styling with technological sophistication. Indication that Morph was a breakthrough product came with its being awarded "Best Technical Design" in the 6th Annual Pen World International Readers' Choice Awards. Introduced in the United States in February, in Europe in September and now available worldwide, Morph has exceeded all expectations, doubling our original sales projections and pushing the limits of our manufacturing capacity.
2000 A.T. CROSS COMPANY ANNUAL REPORT
5 |
Rewriting the pen |
Contemporary bestseller
The Morph introduction was followed by the equally successful launch of ATXä , a wide-girth collection appealing to current consumer preferences for smooth-flowing lines and contemporary polished and satin finishes. ATX was launched in Europe, the Middle East and Africa ("EMEA") in 2000. In this region, ATX tripled our initial sales projections and accounted for 14% of EMEA's total volume. ATX is a winner! We look to ATX's global release in 2001 with great expectations.
Think small
Morph makes people do a double-take; ionä stops them in their tracks. Adding a new twist to the highly popular gel ink category with a futuristic palette of palm-sized pens, ion responds to the business casual attire that has become the norm in offices nationwide. Measuring a neat 3.5 inches, ion fits comfortably into a purse or khakis pocket , or can be clipped onto virtually anything - a key chain, travel bags, golf bags and even backpacks. A highly successful limited introduction in Q4 confirmed that ion's size, shape and relaxed style appeals to a new generation of consumers.
Two-in-one
For the increasing number of people using both a pen and a digital handheld device in the course of their day, the Morph DigitalWriterâ Duo provides a stylish two-in-one solution. Combining our popular Morph line with patented PDA stylus technology, the Morph Duo is a convenient alternative to the awkward standard-issue PDA stylus that is too skinny to grip comfortably. Its polymeric stylus tip provides a smooth pen-on-paper feel when writing on any PDA or HPC screen. The Morph DigitalWriter Duo is yet another demonstration of how, as the world changes, Cross is changing with it.
Digital freedom
In the fall of 2000, DigitalConvergence.:Com Inc. introduced a new technology that allows readers of print media to scan cues or bar codes in articles and ads to access more detailed, Web-based content. With Cross :Convergence ä , we took this exciting technology one step further. Combining a scanning device with a quality Cross ball-point pen, Cross :Convergence is the first totally mobile solution for reading cues and bar codes, with renewable storage of up to 300 scans between downloads. As this technology becomes more prevalent in 2001, we see great opportunities for our practical, convenient Cross :Convergence solution.
2000 A.T. CROSS COMPANY ANNUAL REPORT
6 |
Five Year Summary, Market & Dividend Information |
FIVE-YEAR SUMMARY
A. T. CROSS COMPANY & SUBSIDIARIES
(THOUSANDS OF DOLLARS) |
2000 |
1999 |
1998 |
1997 |
1996 |
____________________________________________________________________________________________________________
OPERATIONS: |
|
||||||||||
Net Sales From Continuing Operations |
$ 130,548 |
$ 126,994 |
$ 152,783 |
$ 154,086 |
$ 166,889 |
||||||
Income (Loss) From Continuing Operations |
|||||||||||
Before Income Taxes |
( 6,913 |
) |
( 20,044 |
) |
( 7,064 |
) |
( 4,443 |
) |
8,075 |
||
Provision (Benefit) For Income Taxes |
815 |
239 |
( 2,472 |
) |
( 1,555 |
) |
2,163 |
||||
Income (Loss) From Continuing Operations |
( 7,728 |
) |
( 20,283 |
) |
( 4,592 |
) |
( 2,888 |
) |
5,912 |
||
Income (Loss) From Discontinued Operations, Net |
( 371 |
) |
170 |
( 853 |
) |
( 3,790 |
) |
694 |
|||
Net Income (Loss) |
( 8,099 |
) |
( 20,113 |
) |
( 5,445 |
) |
( 6,678 |
) |
6,606 |
||
Cash Dividends Declared |
- |
- |
3,971 |
6,600 |
10,568 |
____________________________________________________________________________________________________________
(THOUSANDS OF DOLLARS)
____________________________________________________________________________________________________________
FINANCIAL POSITION: |
||||||||||
Current Assets |
84,936 |
93,298 |
112,419 |
109,779 |
118,303 |
|||||
Current Liabilities |
45,862 |
44,480 |
46,258 |
39,264 |
41,822 |
|||||
Total Assets |
127,841 |
136,722 |
156,337 |
158,019 |
174,122 |
|||||
Working Capital |
39,074 |
48,818 |
66,161 |
70,515 |
76,481 |
|||||
Accrued Warranty Costs |
4,693 |
5,821 |
5,821 |
5,821 |
5,509 |
|||||
Shareholders' Equity |
77,286 |
86,421 |
104,257 |
112,934 |
126,791 |
____________________________________________________________________________________________________________
(DOLLARS)
____________________________________________________________________________________________________________
PER SHARE DATA: |
|||||||||||
Basic and Diluted Earnings (Loss) Per Share: |
|||||||||||
Continuing Operations |
( 0.47 |
) |
( 1.22 |
) |
( 0.28 |
) |
( 0.17 |
) |
0.36 |
||
Discontinued Operations |
( 0.02 |
) |
0.01 |
( 0.05 |
) |
( 0.23 |
) |
0.04 |
|||
Net Income (Loss) |
( 0.49 |
) |
( 1.21 |
) |
( 0.33 |
) |
( 0.40 |
) |
0.40 |
||
Cash Dividends Declared |
- |
- |
0.24 |
0.40 |
0.64 |
____________________________________________________________________________________________________________
Certain prior year amounts have been reclassified in order to conform to the current year presentation.
____________________________________________________________________________________________________________
The Company's Class A common stock is traded on the American Stock Exchange (symbol: ATX). There is no established trading market for the Company's Class B common stock. At December 30, 2000, there were approximately 1,500 shareholders of record of the Company's Class A common stock and 2 shareholders of record of the Company's Class B common stock. The weighted average number of shares outstanding were 16,654,492 and 16,568,307 during 2000 and 1999, respectively. High and low stock prices and dividends for the last two years were:
CASH |
CASH |
||||||||
DIVIDENDS |
DIVIDENDS |
||||||||
QUARTER |
HIGH |
LOW |
DECLARED |
QUARTER |
HIGH |
LOW |
DECLARED |
_____________________________________________________________________________________________
2000 |
1999 |
|||||||||||
First |
5 7/8 |
4 9/16 |
$ 0.00 |
First |
7 3/4 |
5 1/4 |
$ 0.00 |
|||||
Second |
6 1/8 |
4 5/8 |
0.00 |
Second |
7 3/16 |
5 1/2 |
0.00 |
|||||
Third |
5 3/4 |
4 7/8 |
0.00 |
Third |
5 7/8 |
4 |
0.00 |
|||||
Fourth |
5 1/2 |
4 3/8 |
0.00 |
Fourth |
5 15/16 |
4 1/8 |
0.00 |
_____________________________________________________________________________________________
2000 A.T. CROSS COMPANY ANNUAL REPORT
7 |
Consolidated Balance Sheets |
CONSOLIDATED BALANCE SHEETS
A. T. CROSS COMPANY & SUBSIDIARIES
DECEMBER 30, |
JANUARY 1, |
|||
2000 |
2000 |
____________________________________________________________________________________________________________
ASSETS |
||||||||||
Current Assets |
||||||||||
Cash and cash equivalents |
$ 13,800,204 |
$ 12,843,016 |
||||||||
Short-term investments |
10,929,355 |
20,484,895 |
||||||||
Accounts receivable, less allowances for doubtful accounts |
||||||||||
of $1,518,000 in 2000 and $1,352,000 in 1999 |
30,065,634 |
28,360,549 |
||||||||
Inventories |
||||||||||
Finished goods |
9,265,667 |
5,277,104 |
||||||||
Work in process |
5,375,415 |
4,257,364 |
||||||||
Raw materials |
4,457,782 |
7,215,942 |
||||||||
19,098,864 |
16,750,410 |
|||||||||
Deferred income taxes |
8,127,230 |
8,685,453 |
||||||||
Other current assets |
2,914,859 |
6,173,308 |
||||||||
Total Current Assets |
84,936,146 |
93,297,631 |
||||||||
Property, Plant and Equipment |
||||||||||
Land and land improvements |
1,274,453 |
1,274,453 |
||||||||
Buildings |
17,957,122 |
17,925,047 |
||||||||
Machinery and equipment |
100,726,845 |
102,725,534 |
||||||||
119,958,420 |
121,925,034 |
|||||||||
Less allowances for depreciation |
87,933,268 |
85,229,426 |
||||||||
Net Property, Plant and Equipment |
32,025,152 |
36,695,608 |
||||||||
Investments |
4,999,993 |
- |
||||||||
Deferred Income Taxes |
561,709 |
973,861 |
||||||||
Intangibles and Other Assets |
5,317,715 |
5,754,977 |
||||||||
Total Assets |
$ 127,840,715 |
$ 136,722,077 |
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||||
Current Liabilities |
||||||||||
Note payable to bank |
$ - |
$ 8,300,000 |
||||||||
Accounts payable |
5,277,201 |
5,776,134 |
||||||||
Accrued compensation and related taxes |
4,746,058 |
2,813,506 |
||||||||
Accrued expenses and other liabilities |
17,299,955 |
16,720,944 |
||||||||
Contributions payable to employee benefit plans |
9,175,550 |
10,474,058 |
||||||||
Restructuring liabilities |
8,596,535 |
- |
||||||||
Income taxes payable |
766,734 |
395,740 |
||||||||
Total Current Liabilities |
45,862,033 |
44,480,382 |
||||||||
Accrued Warranty Costs |
4,692,950 |
5,821,000 |
||||||||
Commitments and Contingencies (Notes A and N) |
- |
- |
||||||||
Shareholders' Equity |
||||||||||
Common stock, par value $1 per share: |
||||||||||
Class A-authorized 40,000,000 shares, 15,899,620 |
||||||||||
shares issued and 15,240,205 shares outstanding at |
||||||||||
December 30, 2000, and 15,893,232 shares issued and |
||||||||||
15,267,166 shares outstanding at January 1, 2000 |
15,899,620 |
15,893,232 |
||||||||
Class B-authorized 4,000,000 shares, 1,804,800 shares issued |
||||||||||
and outstanding at December 30, 2000 and January 1, 2000 |
1,804,800 |
1,804,800 |
||||||||
Additional paid-in capital |
15,139,978 |
15,026,809 |
||||||||
Unearned stock-based compensation |
( 281,756 |
) |
( 615,946 |
) |
||||||
Retained earnings |
55,875,036 |
63,974,006 |
||||||||
Accumulated other comprehensive loss |
( 1,672,382 |
) |
( 475,380 |
) |
||||||
86,765,296 |
95,607,521 |
|||||||||
Treasury stock, at cost, 659,415 shares in 2000 and |
||||||||||
626,066 shares in 1999 |
( 9,479,564 |
) |
( 9,186,826 |
) |
||||||
Total Shareholders' Equity |
77,285,732 |
86,420,695 |
||||||||
Total Liabilities and Shareholders' Equity |
$ 127,840,715 |
$ 136,722,077 |
||||||||
See notes to consolidated financial statements. |
2000 A.T. CROSS COMPANY ANNUAL REPORT
8 |
Consolidated Statements of Operations / Consolidated Statements of Comprehensive Income (Loss) |
CONSOLIDATED STATEMENTS OF OPERATIONS
A. T. CROSS COMPANY & SUBSIDIARIES
YEAR ENDED |
|||
_________________________________________________________________________________________________________________
DECEMBER 30, |
JANUARY 1, |
DECEMBER 31, |
|||||
2000 |
2000 |
1998 |
_________________________________________________________________________________________________________________
Net sales |
$ 130,548,401 |
$ 126,993,510 |
$ 152,782,867 |
|||||
Cost of goods sold |
64,072,090 |
75,132,854 |
84,726,656 |
|||||
Gross Profit |
66,476,311 |
51,860,656 |
68,056,211 |
|||||
Selling, general and administrative expenses |
54,648,620 |
63,402,242 |
69,759,206 |
|||||
Research and development expenses |
1,890,639 |
2,923,826 |
4,359,587 |
|||||
Service and distribution costs |
1,322,712 |
3,218,869 |
3,510,952 |
|||||
Environmental remediation |
1,508,248 |
200,000 |
- |
|||||
Restructuring charges and loss on impairment of assets |
19,259,254 |
2,980,132 |
- |
|||||
Operating Loss |
( 12,153,162 |
) |
( 20,864,413 |
) |
( 9,573,534 |
) |
||
Interest and other |
5,239,925 |
820,037 |
2,509,692 |
|||||
Loss from Continuing Operations Before Income Taxes |
( 6,913,237 |
) |
( 20,044,376 |
) |
( 7,063,842 |
) |
||
Provision (benefit) for income taxes |
814,733 |
239,000 |
( 2,472,000 |
) |
||||
Loss from Continuing Operations |
( 7,727,970 |
) |
( 20,283,376 |
) |
( 4,591,842 |
) |
||
Discontinued Operations, Less Income Taxes (Benefit) |
||||||||
Loss from operations |
- |
( 868,000 |
) |
( 2,506,308 |
) |
|||
Income (loss) on disposal |
( 371,000 |
) |
1,038,126 |
1,653,307 |
||||
Income (Loss) from Discontinued Operations (Net of Income Taxes) |
( 371,000 |
) |
170,126 |
( 853,001 |
) |
|||
Net Loss |
$ ( 8,098,970 |
) |
$ ( 20,113,250 |
) |
$ ( 5,444,843 |
) |
||
|
||||||||
Basic and Diluted Earnings (Loss) Per Share: |
||||||||
Continuing operations |
$ ( 0.47 |
) |
$ ( 1.22 |
) |
$ ( 0.28 |
) |
||
Discontinued operations |
( 0.02 |
) |
0.01 |
( 0.05 |
) |
|||
Net Loss Per Share |
$ ( 0.49 |
) |
$ ( 1.21 |
) |
$ ( 0.33 |
) |
||
Weighted Average Shares Outstanding: |
||||||||
Denominator for basic earnings (loss) per share |
16,654,492 |
16,568,307 |
16,534,143 |
|||||
Effect of Dilutive Securities: |
||||||||
Common stock equivalents |
- |
(A) |
- |
(A) |
- |
(A) |
||
Denominator for Diluted Earnings (Loss) Per Share |
16,654,492 |
16,568,307 |
16,534,143 |
|||||
(A) No incremental shares related to options or restricted stock granted are included due to the loss from continuing operations. |
_________________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
A. T. CROSS COMPANY & SUBSIDIARIES
YEAR ENDED |
|||
_________________________________________________________________________________________________________________
DECEMBER 30, |
JANUARY 1, |
DECEMBER 31, |
|||||
2000 |
2000 |
1998 |
_________________________________________________________________________________________________________________
Net Loss |
$ ( 8,098,970 |
) |
$ ( 20,113,250 |
) |
$ ( 5,444,843 |
) |
||
Other Comprehensive Income (Loss) (Net of Tax): |
||||||||
Unrealized (loss) gain on investment |
( 668,320 |
) |
242,423 |
- |
||||
Foreign currency translation adjustments |
( 528,682 |
) |
( 271,073 |
) |
255,543 |
|||
Comprehensive Loss |
$ ( 9,295,972 |
) |
$ ( 20,141,900 |
) |
$ ( 5,189,300 |
) |
||
See notes to consolidated financial statements. |
2000 A.T. CROSS COMPANY ANNUAL REPORT
9 |
Consolidated Statements of Changes in Shareholders' Equity |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
A. T. CROSS COMPANY & SUBSIDIARIES
ACCUMULATED |
|||||||||||||||
COMMON STOCK |
ADDITIONAL |
UNEARNED |
OTHER |
TOTAL |
|||||||||||
CLASS A |
CLASS B |
PAID - IN |
STOCK-BASED |
RETAINED |
COMPREHENSIVE |
TREASURY STOCK |
SHAREHOLDERS' |
||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
CAPITAL |
COMPENSATION |
EARNINGS |
INCOME (LOSS) |
SHARES |
AMOUNT |
EQUITY |
_________________________________________________________________________________________________________________________________________________________________________________________________
Balances at January 1, 1998 |
15,294,652 |
$ 15,294,652 |
1,804,800 |
$ 1,804,800 |
$ 11,958,670 |
$ - |
$ 93,502,930 |
$ ( 702,273 |
) |
598,380 |
$ ( 8,924,782 |
) |
$ 112,933,997 |
|||||||||||
Cancellation of restricted stock |
2,686 |
( 40,794 |
) |
( 40,794 |
) |
|||||||||||||||||||
Stock option activity |
27,168 |
27,168 |
258,767 |
285,935 |
||||||||||||||||||||
Stock purchase plan |
7,342 |
7,342 |
71,378 |
78,720 |
||||||||||||||||||||
Restricted stock plan |
15,000 |
15,000 |
144,375 |
159,375 |
||||||||||||||||||||
Foreign currency translation adjustments |
255,543 |
255,543 |
||||||||||||||||||||||
Cash dividends declared |
( 3,970,831 |
) |
( 3,970,831 |
) |
||||||||||||||||||||
Net loss |
( 5,444,843 |
) |
( 5,444,843 |
) |
__________________________________________________________________________________________________________________________________________________________________________________________________
Balances at December 31, 1998 |
15,344,162 |
15,344,162 |
1,804,800 |
1,804,800 |
12,433,190 |
- |
84,087,256 |
( 446,730 |
) |
601,066 |
( 8,965,576 |
) |
104,257,102 |
|||||||||||
Cancellation of restricted stock |
25,000 |
( 221,250 |
) |
( 221,250 |
) |
|||||||||||||||||||
Other shares issued (see Note M) |
380,952 |
380,952 |
1,857,141 |
2,238,093 |
||||||||||||||||||||
Stock purchase plan |
8,118 |
8,118 |
37,728 |
45,846 |
||||||||||||||||||||
Restricted stock plan |
160,000 |
160,000 |
698,750 |
858,750 |
||||||||||||||||||||
Grant of restricted stock for future services services |
( 796,875 |
) |
( 796,875 |
) |
||||||||||||||||||||
Amortization of unearned compensation |
180,929 |
180,929 |
||||||||||||||||||||||
Unrealized gain on investment (net of tax) |
242,423 |
242,423 |
||||||||||||||||||||||
Foreign currency translation adjustments |
( 271,073 |
) |
( 271,073 |
) |
||||||||||||||||||||
Net loss |
( 20,113,250 |
) |
( 20,113,250 |
) |
__________________________________________________________________________________________________________________________________________________________________________________________________
Balances at January 1, 2000 |
15,893,232 |
15,893,232 |
1,804,800 |
1,804,800 |
15,026,809 |
( 615,946 |
) |
63,974,006 |
( 475,380 |
) |
626,066 |
( 9,186,826 |
) |
86,420,695 |
||||||||||
Cancellation of restricted stock |
127,969 |
33,349 |
( 292,738 |
) |
( 164,769 |
) |
||||||||||||||||||
Stock purchase plan |
6,388 |
6,388 |
25,669 |
32,057 |
||||||||||||||||||||
Grant of stock options for future services |
87,500 |
( 87,500 |
) |
- |
||||||||||||||||||||
Amortization of unearned compensation |
293,721 |
293,721 |
||||||||||||||||||||||
Unrealized loss on investment (net of tax) |
( 668,320 |
) |
( 668,320 |
) |
||||||||||||||||||||
Foreign currency translation adjustments |
( 528,682 |
) |
( 528,682 |
) |
||||||||||||||||||||
Net loss |
( 8,098,970 |
) |
( 8,098,970 |
) |
__________________________________________________________________________________________________________________________________________________________________________________________________
Balances at December 30, 2000 |
15,899,620 |
$ 15,899,620 |
1,804,800 |
$ 1,804,800 |
$ 15,139,978 |
$ (281,756 |
) |
$ 55,875,036 |
$ ( 1,672,382 |
) |
659,415 |
$ (9,479,564 |
) |
$ 77,285,732 |
||||||||
See notes to consolidated financial statements. |
2000 A.T. CROSS COMPANY ANNUAL REPORT
10 |
Consolidated Statements of Cash Flows |
CONSOLIDATED STATEMENTS OF CASH FLOWS
A. T. CROSS COMPANY & SUBSIDIARIES
YEAR ENDED |
|||
________________________________________________________________________________________________________
DECEMBER 30, |
JANUARY 1, |
DECEMBER 31, |
|||||
2000 |
2000 |
1998 |
________________________________________________________________________________________________________
CASH PROVIDED BY (USED IN): |
||||||||||||
Operating Activities: |
||||||||||||
Loss from continuing operations |
$ ( 7,727,970 |
) |
$ ( 20,283,376 |
) |
$ ( 4,591,842 |
) |
||||||
Adjustments to reconcile loss from continuing operations |
||||||||||||
to net cash provided by (used in) continuing operations: |
||||||||||||
Depreciation and amortization |
7,450,552 |
8,595,994 |
8,344,631 |
|||||||||
Restructuring charges and loss on impairment of assets |
19,259,254 |
2,980,132 |
- |
|||||||||
Gain on sales of marketable equity securities |
( 3,323,526 |
) |
- |
- |
||||||||
Provision for losses on accounts receivable |
731,898 |
801,346 |
41,580 |
|||||||||
Deferred income taxes |
1,329,375 |
( 360,048 |
) |
( 3,495,323 |
) |
|||||||
Provision for (reduction of) accrued warranty costs |
( 760,799 |
) |
720,267 |
880,737 |
||||||||
Unrealized (gain) loss on trading securities |
( 495,553 |
) |
580,000 |
- |
||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
( 3,111,491 |
) |
4,944,478 |
3,403,964 |
||||||||
Inventories |
( 2,500,655 |
) |
3,765,861 |
( 2,246,508 |
) |
|||||||
Other assets - net |
103,671 |
808,786 |
425,764 |
|||||||||
Accounts payable |
( 463,942 |
) |
( 389,978 |
) |
( 143,182 |
) |
||||||
Other liabilities - net |
2,391,406 |
( 3,920,806 |
) |
1,595,244 |
||||||||
Warranty costs paid |
( 367,251 |
) |
( 720,267 |
) |
( 880,737 |
) |
||||||
Restructuring charges paid |
( 7,053,312 |
) |
- |
- |
||||||||
Foreign currency transaction (gain) loss |
( 358,569 |
) |
806,960 |
19,418 |
||||||||
Net Cash Provided by (Used in) Continuing Operations |
5,103,088 |
(1,670,651) |
3,353,746 |
|||||||||
Discontinued operations: |
||||||||||||
Income (loss) from discontinued operations |
( 371,000 |
) |
170,126 |
( 853,001 |
) |
|||||||
Changes in operating assets and liabilities |
1,040,000 |
1,721,341 |
( 313,050 |
) |
||||||||
Net Cash Provided by (Used in) Discontinued Operations |
669,000 |
1,891,467 |
( 1,166,051 |
) |
||||||||
Net Cash Provided by Operating Activities |
5,772,088 |
220,816 |
2,187,695 |
|||||||||
Investing Activities: |
||||||||||||
Purchases of marketable equity securities |
( 1,200,000 |
) |
( 2,000,000 |
) |
- |
|||||||
Sales of marketable equity securities |
5,127,526 |
- |
- |
|||||||||
Purchase of investment |
( 4,999,993 |
) |
- |
- |
||||||||
Additions to property, plant and equipment |
( 5,252,315 |
) |
( 7,916,690 |
) |
( 6,460,646 |
) |
||||||
Purchase of short-term investments |
- |
( 10,688,437 |
) |
( 19,410,316 |
) |
|||||||
Sale or maturity of short-term investments |
10,051,093 |
11,340,724 |
19,300,427 |
|||||||||
Net Cash Provided by (Used in) Investing Activities |
3,726,311 |
( 9,264,403 |
) |
( 6,570,535 |
) |
|||||||
Financing Activities: |
||||||||||||
Cash dividends paid |
- |
- |
( 5,291,210 |
) |
||||||||
Proceeds from bank borrowings |
- |
9,000,000 |
11,000,000 |
|||||||||
Repayment of bank borrowings |
( 8,300,000 |
) |
( 9,500,000 |
) |
( 5,000,000 |
) |
||||||
Proceeds from sale of Class A common stock |
32,057 |
45,846 |
323,861 |
|||||||||
Net Cash Provided by (Used in) Financing Activities |
( 8,267,943 |
) |
( 454,154 |
) |
1,032,651 |
|||||||
Effect of exchange rate changes on cash and cash equivalents |
( 273,268 |
) |
( 440,455 |
) |
330,624 |
|||||||
Increase (decrease) in cash and cash equivalents |
957,188 |
( 9,938,196 |
) |
( 3,019,565 |
) |
|||||||
Cash and cash equivalents at beginning of year |
12,843,016 |
22,781,212 |
25,800,777 |
|||||||||
Cash and Cash Equivalents at End of Year |
$ 13,800,204 |
$ 12,843,016 |
$ 22,781,212 |
|||||||||
See notes to consolidated financial statements. |
2000 A.T. CROSS COMPANY ANNUAL REPORT
11 |
Notes to Consolidated Financial Statements |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. T. CROSS COMPANY & SUBSIDIARIES
December 30, 2000
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements include the accounts of A.T. Cross Company and its subsidiaries (the "Company"). Upon consolidation, all material intercompany accounts and transactions are eliminated.Reclassification of Prior Years' Financial Statements:
Certain prior year amounts have been reclassified in order to conform to the current year presentation.Accounting for Estimates:
The preparation of financial statements, in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles"), requires the Company to make assumptions that affect the estimates reported in these consolidated financial statements. Actual results may differ from these estimates.Revenue Recognition:
Revenue from sales is recognized upon shipment or delivery of goods. Provision is made at the time the related revenue is recognized for estimated product returns, term discounts and rebates.Change of Accounting Periods:
To facilitate the implementation of a standardized worldwide reporting system, as of January 1, 1999, the Company changed from a calendar quarter and year end closing schedule to a 13-week quarter end close and a 52/53-week fiscal year close. This change did not have a material impact on sales or results of operations in either fiscal 2000 or fiscal 1999 as compared to 1998.Industry Segments and Nature of Operations:
The Company has two reportable segments, Quality Writing Instruments and pen-based computing products. The Company manufactures quality writing instruments, principally ball-point pens, fountain pens, selectip rolling ball pens, mechanical pencils and accessories, and sells and distributes them to retailers and wholesale distributors throughout the world. Pen-based computing products are manufactured and distributed principally in the United States through the Company's Pen Computing Group ("PCG"). The accounting policies of these segments are the same as those described in the summary of significant accounting policies. The Company evaluates segment performance based upon profit or loss from operations before income taxes. Interest income and expense are included in the Quality Writing Instruments segment. The Company's reportable segments are strategic business units that offer different product lines. They are managed separately, as each unit requires different technologies and marketing strategies.Cash Equivalents and Short-Term Investments:
The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents. Short-term investments are stated at fair market value and consist of interest-bearing investments with a remaining maturity of greater than three months when purchased. At December 30, 2000 and January 1, 2000, short-term investments include time deposits, commercial paper, municipal bonds and U.S. Government Agency bonds ("trading securities"). Cash equivalents and short-term investments are placed only with high-credit quality financial institutions. At December 30, 2000 and January 1, 2000, approximately 48% and 51%, respectively, of the Company's cash, cash equivalents and short-term investments were placed with one financial institution.Marketable Equity Securities:
The Company carries its investments in marketable equity securities that are available-for-sale at market value and includes them in Other current assets. Unrealized holding gains and losses, net of the related tax effect, on such securities are included in Accumulated other comprehensive income (loss), which is reflected in Shareholders' Equity.Investments:
The Company carries its investments in securities that are not available-for-sale at cost, less impairment, if any.Inventories:
Domestic writing instrument inventories are priced at the lower of last-in, first-out ("LIFO") cost or market. The remaining inventories are priced at the lower of first-in, first-out ("FIFO") cost or market.Property, Plant and Equipment, and Related Depreciation:
Property, plant and equipment are stated on the basis of cost. Provisions for depreciation are computed using a combination of accelerated and straight-line methods, which are intended to depreciate the cost of such assets over their estimated useful lives, which range from 3 to 30 years.Derivatives:
The Company has a program in place to manage foreign currency risk. As part of that program, the Company can enter into foreign currency exchange contracts to hedge anticipated foreign currency transactions or commitments, primarily purchases of materials and products from foreign suppliers, and certain foreign currency denominated balance sheet positions. The terms of the contracts generally correspond with the dates of the anticipated foreign currency transactions. Realized and unrealized gains and losses on those contracts intended to hedge specific foreign currency transactions or commitments are deferred and accounted for as part of the transaction. Gains and losses on other contracts are included in Selling, general and administrative expenses. Foreign currency exchange losses that are included in Selling, general and administrative expenses approximated $250,000, $760,000 and $599,000 in fiscal 2000, 1999 and 1998, respectively.Commitments:
The Company incurs royalty expense related to a non-branded line of writing instruments. In addition, the Company incurs license expense for certain components for the Cross :Convergenceä pen.Marketing Support Costs:
The costs of marketing support (including advertising) are charged to expense as incurred and amounted to approximately $15,334,000, $17,462,000 and $23,876,000 for the years ended December 30, 2000, January 1, 2000 and December 31, 1998, respectively. Accrued marketing support expenses were approximately $4,200,000 in both fiscal 2000 and fiscal 1999 and are included in Accrued expenses and other liabilities.Warranty Costs:
The Company's writing instruments are sold with a full warranty of unlimited duration against mechanical failure, while PCG products are sold with a one-year limited warranty. Estimated warranty costs are accrued at the time of sale. Accrued warranty costs were reduced in fiscal 2000 by approximately $1,100,000, which includes approximately $367,000 of warranty costs paid and a2000 A.T. CROSS COMPANY ANNUAL REPORT
12 |
Notes to Consolidated Financial Statements |
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)change in estimate of approximately $761,000, reflecting lower cost trends among the several factors that impact the Company's cost to service the warranty. The most significant factors, measured over a period of several years, include the operating costs of the service department and writing instrument unit sales. The change in estimate was recorded as a reduction of Service and distribution costs.
Net Income (Loss) Per Share:
Net Income (Loss) Per Share is computed based upon the weighted average number of shares of Class A and Class B common stock outstanding during the year. Basic and Diluted Earnings (Loss) Per Share are presented in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Common stock equivalents, comprised of stock options and restricted stock, have been excluded from the computation of diluted earnings per share because of their anti-dilutive effect for all periods presented.Comprehensive Income (Loss):
The Company adopted SFAS No. 130, "Reporting Comprehensive Income" in fiscal 1998. SFAS No. 130 requires the reporting of comprehensive income, which, in the case of the Company, is the combination of reported net income (loss), unrealized gain (loss) on investments designated as available-for-sale and the change in foreign currency translation adjustments, which are components of shareholders' equity.Long-Lived Assets:
The Company evaluates the carrying value of its long-lived assets relying on a number of factors, including operating results, future anticipated cash flows, business plans and certain economic projections. In addition, the Company's evaluation considers non-financial data such as changes in the operating environment, competitive information, market trends and business relationships.Goodwill:
Goodwill and other acquisition costs are being amortized on a straight-line basis over a period of 20 years. Goodwill is evaluated for impairment using the methodology described in "Long-Lived Assets."New Accounting Pronouncements:
During 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 was not required to be implemented until fiscal 2000. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement No. 133." SFAS No. 137 delayed the original implementation date of SFAS No. 133 by one year. This will require that the Company implement this statement in fiscal 2001. This statement requires companies to record derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains and losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Since the Company's use of derivatives is minimal, this statement is not expected to have a material impact on the Company's consolidated financial statements. Had this statement been effective for fiscal 2000, there would have been no effect on the Company's consolidated financial statements.In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements," which summarizes the staff's views regarding the application of generally accepted accounting principles to selected revenue recognition issues and is effective for fiscal 2000. SAB 101 did not have a significant effect on the Company's consolidated financial statements.
____________________________________________________________________________________________________________
NOTE B - INVENTORIES
Domestic writing instrument inventories, approximating $13,404,000 and $5,695,000 at December 30, 2000 and January 1, 2000, respectively, are priced at the lower of LIFO cost or market. The remaining inventories are priced at the lower of FIFO cost or market. If the FIFO method of inventory valuation had been used for those inventories priced using the LIFO method, inventories would have been approximately $9,614,000 and $11,227,000 higher than reported at December 30, 2000 and January 1, 2000, respectively. The Company believes the LIFO method of inventory valuation ordinarily results in a more appropriate matching of its revenues to their related costs, since current costs are included in cost of goods sold, and distortions in reported income due to the effect of changing prices are reduced.
____________________________________________________________________________________________________________
NOTE C - MARKETABLE EQUITY SECURITIES AND INVESTMENTS
NeoMedia Technologies, Inc. ("NeoMedia")
In 1999, the Company entered into an agreement with NeoMedia pursuant to which the Company had the exclusive right, in certain market segments, to bundle and sell NeoMedia's NeoLinkä software with the Cross NetPenä . The Company agreed to advance $2,000,000 to NeoMedia in exchange for a convertible promissory note with the option to convert the note into shares of NeoMedia common stock. As additional consideration, NeoMedia issued to the Company warrants to purchase 200,000 shares of NeoMedia common stock, at prices ranging from $5 to $7 per share, exercisable for a period of five years following February 18, 1999. During 1999, the Company converted the $2,000,000 promissory note into approximately 500,000 shares of NeoMedia common stock at the agreed upon conversion price of $4 per share. During fiscal 2000, the Company exercised the warrants to purchase 200,000 shares of NeoMedia common stock at an average price of $6 per share, or $1,200,000, and sold 451,000 shares at an average price of approximately $11 per share, or $5,128,000. The pre-tax gain on this sale of approximately $3,324,000 is recorded in Interest and other and is included in the PCG segment.
At year end fiscal 2000, the Company had 250,897 shares of NeoMedia common stock, with a market value of approximately $753,000, classified as available-for-sale securities and recorded in Other current assets. Unrealized gains and losses on the Company's investment in NeoMedia have been recorded, net of tax, as part of Accumulated other comprehensive loss.
DigitalConvergence.:Com Inc. ("DC")
During the second quarter of 2000, the Company invested approximately $5,000,000 in DC, a Delaware company, in exchange
2000 A.T. CROSS COMPANY ANNUAL REPORT
13 |
Notes to Consolidated Financial Statements |
NOTE C - MARKETABLE EQUITY SECURITIES AND INVESTMENTS
(CONTINUED)for 237,079 shares of DC's Series B Convertible Preferred Stock and 316,255 shares of DC's Series C Convertible Preferred Stock. DC's technology allows media companies, manufacturers and other organizations to link their products with particular Web sites through the use of embedded codes. DC intends to make an initial public offering ("IPO") of its common stock and has filed an S-1 Registration Statement with the SEC on April 28, 2000 and amendments to such Registration Statement on September 26, 2000 and November 13, 2000. In the event that $75,000,000 is raised in the IPO and immediately prior to the closing of the IPO the aggregate market value of DC common stock (assuming conversion of all preferred stock) equals or exceeds $750,000,000, Cross' DC Series B and Series C Convertible Preferred shares will be converted into DC common stock on a one-for-one basis. The investment in DC is carried at cost and is recorded in Investments.
____________________________________________________________________________________________________________
NOTE D - RESTRUCTURING CHARGES AND LOSS ON IMPAIRMENT OF ASSETS
In fiscal 2000, the Company's Board of Directors approved a plan to restructure the Company's domestic and international writing instrument operations. As a result, the Company recorded pre-tax restructuring expenses of approximately $19,900,000 in 2000 in the Quality Writing Instruments segment. As part of this restructuring plan, the Company is consolidating all writing instrument manufacturing and distribution at its headquarters in Lincoln, Rhode Island, closing its Irish facility and reorganizing its European operations.
The following is a tabular presentation of the charges recorded in 2000 related to the restructuring plan:
(THOUSANDS OF DOLLARS) |
||
Severance and related expenses |
$ 12,680 |
|
Impairment of assets |
3,279 |
|
Other |
3,300 |
|
Restructuring Charges and Loss on Impairment of Assets |
19,259 |
|
Inventory write-down charged to cost of goods sold |
661 |
|
Total |
$ 19,920 |
The following is a tabular presentation of the restructuring liabilities:
(THOUSANDS OF DOLLARS) |
SEVERANCE |
PROFESSIONAL |
||
& RELATED |
FEES |
CONTRACTUAL |
||
EXPENSES |
& OTHER |
OBLIGATIONS |
TOTAL |
____________________________________________________________________________________________________________
Balance at January 2, 2000 |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
|||||
Restructuring charges and foreign exchange effects |
12,073 |
2,358 |
1,219 |
15,650 |
|||||
Cash payments |
( 6,219 |
) |
( 834 |
) |
0 |
( 7,053 |
) |
||
Balance at December 30, 2000 |
$ 5,854 |
$ 1,524 |
$ 1,219 |
$ 8,597 |
The total cash portion of the restructuring plan is expected to be approximately $15,700,000.
In 1999, the Company decided to discontinue its line of CrossPad® products. During the fourth quarter of 1999, the Company recorded a loss on impairment of PCG segment assets of $2,980,132. The impaired assets were comprised of certain intangible assets, primarily license agreements, patents and trademarks, and other long-lived assets, notably manufacturing equipment for CrossPads. Due to the specialized nature of the equipment, the Company determined that these assets were impaired.
____________________________________________________________________________________________________________
2000 A.T. CROSS COMPANY ANNUAL REPORT
14 |
Notes to Consolidated Financial Statements |
NOTE E - LINE OF CREDIT
In December 2000, the Company amended its $25,000,000 secured bank line of credit that it entered into on February 9, 2000. The Company is no longer required to provide the bank with a security interest in certain U.S. inventory, accounts receivable and machinery and equipment. The amended agreement requires the Company to meet certain liquidity levels and restrictions. The most restrictive covenants are to maintain a consolidated cash, cash equivalents and short-term investments balance of not less than $15,000,000 at the end of each quarter and restricts the Company's ability to grant a security interest in its assets. Any amounts borrowed under this amended line of credit are payable on demand and bear interest at either the bank's prime lending rate or at one percent per annum in excess of the London Interbank Offering Rate ("LIBOR"). LIBOR was 6.6% at December 30, 2000. The agreement is cancelable at any time by the Company or the bank. The highest amount borrowed at any time during the year was $8,300,000. Interest paid and expensed in fiscal 2000, 1999 and 1998 was $356,000, $341,000 and $246,000, respectively, and is included in Interest and other.
____________________________________________________________________________________________________________
NOTE F - EMPLOYEE BENEFIT PLANS
During 1998, the Company adopted the provisions of SFAS No. 132, "Employer's Disclosures about Pensions and Other Postretirement Benefits." The Company has a non-contributory defined benefit pension plan and a defined contribution retirement plan (consisting of a savings plan and a non-contributory profit sharing plan), which cover substantially all domestic employees. The Company's contributions to the savings plan in fiscal 2000, 1999 and 1998 were $581,000, $626,000 and $673,000, respectively. There were no profit sharing plan contributions during this three-year period. The Company also maintains an unfunded excess defined benefit plan for certain key executives. Employees of non-U.S. subsidiaries generally receive retirement benefits from Company sponsored defined benefit or defined contribution plans or from statutory plans administered by governmental agencies in their countries. The Company does not provide its employees with any post-retirement benefits other than those described above.
Benefits under the defined benefit plans are based on the employee's years of service and compensation, as defined. The Company's funding policy is consistent with applicable local laws and regulations.
The following table sets forth the defined benefit plans' combined funded status and amounts recognized in the Company's consolidated balance sheet at the end of each fiscal year:
2000 |
1999 |
1998 |
____________________________________________________________________________________________
Change in Projected Benefit Obligation |
|||||||||
Benefit obligation at end of prior year |
$ 31,750,000 |
$ 33,645,000 |
$ 30,402,000 |
||||||
Service cost |
1,521,000 |
1,675,000 |
1,793,000 |
||||||
Interest cost |
2,166,000 |
2,005,000 |
1,995,000 |
||||||
Participant contributions |
- |
8,000 |
18,000 |
||||||
Amendments |
- |
146,000 |
- |
||||||
Curtailment gain |
( 448,000 |
) |
- |
- |
|||||
Actuarial (gain) loss |
( 53,000 |
) |
( 4,949,000 |
) |
145,000 |
||||
Benefits paid |
( 890,000 |
) |
( 780,000 |
) |
( 708,000 |
) |
|||
Benefit Obligation at End of Year |
$ 34,046,000 |
$ 31,750,000 |
$ 33,645,000 |
||||||
Change in Plan Assets |
|||||||||
Fair value of plan assets at end of prior year |
$ 39,551,000 |
$ 35,432,000 |
$ 29,099,000 |
||||||
Actual return on plan assets |
653,000 |
4,611,000 |
6,014,000 |
||||||
Employer contributions |
357,000 |
281,000 |
1,009,000 |
||||||
Participant contributions |
- |
7,000 |
18,000 |
||||||
Benefits paid |
( 890,000 |
) |
( 780,000 |
) |
( 708,000 |
) |
|||
Fair Value of Plan Assets at End of Year |
$ 39,671,000 |
$ 39,551,000 |
$ 35,432,000 |
2000 A.T. CROSS COMPANY ANNUAL REPORT
15 |
Notes to Consolidated Financial Statements |
NOTE F - EMPLOYEE BENEFIT PLANS
(CONTINUED)
2000 |
1999 |
1998 |
_______________________________________________________________________________________________
Funded Status |
||||||||
Excess of plan assets over projected benefit obligation |
$ 5,625,000 |
$ 7,801,000 |
$ 1,787,000 |
|||||
Unrecognized net transition obligation |
263,000 |
434,000 |
|
467,000 |
||||
Unrecognized prior service cost |
457,000 |
597,000 |
542,000 |
|||||
Unrecognized net actuarial gain |
( 13,468,000 |
) |
( 16,485,000 |
) |
( 10,165,000 |
) |
||
Accrued Pension Cost (Included in Contributions |
||||||||
Payable to Employee Benefit Plans) |
|
$ ( 7,123,000 |
) |
$ ( 7,653,000 |
) |
$ ( 7,369,000 |
) |
|
|
||||||||
Components of Net Periodic Benefit Cost |
||||||||
Service cost |
$ 1,515,000 |
$ 1,693,000 |
$ 1,754,000 |
|||||
Interest cost |
2,158,000 |
2,026,000 |
1,976,000 |
|||||
Expected return on plan assets |
( 2,868,000 |
) |
( 2,608,000 |
) |
( 2,137,000 |
) |
||
Amortization of net transition obligation |
( 55,000 |
) |
( 55,000 |
) |
( 53,000 |
) |
||
Amortization of prior service cost |
47,000 |
50,000 |
43,000 |
|||||
Recognized net actuarial gain |
( 614,000 |
) |
( 327,000 |
) |
( 34,000 |
) |
||
Net Periodic Benefit Cost |
$ 183,000 |
$ 779,000 |
$ 1,549,000 |
|||||
Weighted Average Assumptions |
||||||||
Discount rate |
7.50% |
7.50% |
6.75% |
|||||
Expected return on plan assets |
9.00% |
9.00% |
9.00% |
|||||
Rate of compensation increase |
4.00% |
4.00% |
4.00% |
________________________________________________________________________________________________________
NOTE G - COMMON STOCK
The Company's Class A and Class B common stock are identical, except for differences with respect to certain voting rights. Shareholders are entitled to share equally in dividends that may be declared by the Board of Directors and, upon liquidation, to share ratably in any assets that remain available for distribution on the Class A and Class B common stock. In addition to other voting rights related limitations, holders of Class A common stock are limited to the election of one-third of the number of directors.
________________________________________________________________________________________________________
NOTE H - OMNIBUS INCENTIVE PLAN (THE "OI PLAN")
The Company's OI Plan permits the Compensation Committee to grant various long-term incentive awards, generally equity based, to officers and key employees from one pool of reserved shares. The OI Plan provides for grants of awards, including but not limited to, Incentive Stock Options, at not less than the full market value on the date of grant (except in the case of a shareholder possessing more than 10% of the total combined voting power of all classes of Company stock, in which case the exercise price shall not be less than 110% of the fair market value on the date of grant) and Non-Qualified Stock Options, at an exercise price determined by the Compensation Committee; Stock Appreciation Rights, which are rights to receive an amount equal to the increase, between the date of grant and the date of exercise, in the fair market value of the number of shares of common stock subject to the Stock Appreciation Right; shares of Restricted Stock, which are common shares that have certain conditions attached to them that must be satisfied in order to have unencumbered rights to the Restricted Stock; and Performance Awards, which are awards in common shares or cash. The OI Plan has no definite expiration date but may be terminated by the Board of Directors at any time. Incentive Stock Options may not be granted for a term longer than ten years from the date of grant (five years in the case of a shareholder possessing more than 10% of the total combined voting power of all classes of Company stock). At December 30, 2000, there were 127,500 shares of Restricted Stock outstanding under the OI Plan. Compensation expense recognized for Restricted Stock under the OI Plan amounted to $293,721 and $180,129 for fiscal 2000 and 1999, respectively. There was no compensation expense for Restricted Stock in 1998. The only awards granted under the OI Plan in fiscal 2000 were Stock Options.
2000 A.T. CROSS COMPANY ANNUAL REPORT
16 |
Notes to Consolidated Financial Statements |
NOTE H - OMNIBUS INCENTIVE PLAN (THE "OI PLAN")
(CONTINUED)Stock Option activity during the three years ended December 30, 2000 was as follows:
WEIGHTED AVERAGE |
SHARES |
|||
Stock Option Plan: |
OPTIONS |
PRICE PER SHARE |
RESERVED |
_________________________________________________________________________________________
Outstanding at January 1, 1998 |
1,388,744 |
$ 16.28 |
2,013,619 |
||||||
|
Additional Shares Reserved |
- |
- |
200,000 |
|||||
|
Granted |
585,762 |
$ 7.82 |
- |
|||||
|
Exercised |
( 27,168 |
) |
$ 10.49 |
( 27,168 |
) |
|||
|
Canceled |
( 202,153 |
) |
$ 14.27 |
- |
||||
Outstanding at December 31, 1998 |
1,745,185 |
$ 13.27 |
2,186,451 |
||||||
|
Restricted Stock Grants |
- |
- |
( 150,000 |
) |
||||
|
Granted |
587,783 |
$ 4.62 |
- |
|||||
|
Canceled |
( 297,470 |
) |
$ 11.54 |
( 30,050 |
) |
|||
Outstanding at January 1, 2000 |
2,035,498 |
$ 8.92 |
2,006,401 |
||||||
Additional Shares Reserved |
- |
- |
1,100,000 |
||||||
|
Granted |
469,697 |
$ 5.06 |
- |
|||||
|
Canceled |
( 389,490 |
) |
$ 10.38 |
( 86,600 |
) |
|||
Outstanding at December 30, 2000 |
2,115,705 |
$ 7.81 |
3,019,801 |
The following table contains summary information about the stock options outstanding at December 30, 2000:
OPTIONS OUTSTANDING |
OPTIONS EXERCISABLE |
||||||
_______________________________________________________ |
_____________________________________ |
||||||
RANGE OF |
NUMBER |
WEIGHTED AVERAGE |
WEIGHTED |
NUMBER |
WEIGHTED AVERAGE |
||
EXERCISE PRICES |
OUTSTANDING |
REMAINING YEARS OF |
AVERAGE |
EXERCISABLE |
EXERCISE PRICE |
||
CONTRACTUAL LIFE |
EXERCISE PRICE |
__________________________________________________________________________________________________
$ 4.34 - $ 4.34 |
26,985 |
8.75 |
$ 4.34 |
26,985 |
$ 4.34 |
|||||||
$ 4.56 - $ 4.56 |
500,000 |
8.88 |
$ 4.56 |
125,000 |
$ 4.56 |
|||||||
$ 4.69 - $ 5.06 |
89,600 |
9.05 |
$ 4.82 |
25,603 |
$ 4.99 |
|||||||
$ 5.09 - $ 5.09 |
374,900 |
9.57 |
$ 5.09 |
- |
- |
|||||||
$ 5.26 - $ 5.88 |
56,297 |
9.43 |
$ 5.49 |
22,970 |
$ 5.83 |
|||||||
$ 6.06 - $ 6.06 |
313,782 |
7.94 |
$ 6.06 |
313,782 |
$ 6.06 |
|||||||
$ 6.19 - $ 9.69 |
149,880 |
6.90 |
$ 9.14 |
149,880 |
$ 9.14 |
|||||||
$ 9.97 - $ 9.97 |
218,390 |
6.94 |
$ 9.97 |
218,390 |
$ 9.97 |
|||||||
$ 10.00 - $ 15.19 |
276,350 |
4.38 |
$ 13.98 |
276,350 |
$ 13.98 |
|||||||
$ 16.75 - $ 24.81 |
109,521 |
1.85 |
$ 19.72 |
109,521 |
$ 19.72 |
|||||||
$ 4.34 - $ 24.81 |
2,115,705 |
7.59 |
$ 7.81 |
1,268,481 |
$ 9.79 |
The Company also has an Employee Stock Purchase Plan (the "ESP Plan"), allowing eligible employees, other than officers and directors, to purchase shares of the Company's Class A common stock at 10% less than the mean between the high and low prices of the stock on the date of purchase. A maximum of 320,000 shares is available under the ESP Plan, and the aggregate number of shares reserved was 114,568, 120,956 and 129,074 at December 30, 2000, January 1, 2000 and December 31, 1998, respectively.
The Company applies Accounting Principles Board Opinion No. 25 to account for its stock option plans. Accordingly, pursuant to the terms of the stock option plans, no compensation cost has been recognized. However, if the Company had determined compensation cost for stock option grants issued during fiscal 2000, 1999 and 1998 under the provisions of SFAS No. 123, the Company's Net Loss and Net Loss Per Share would have been negatively impacted by approximately $965,000 ($0.06 per share), $1,048,000 ($0.06 per share) and $778,000 ($0.05 per share), respectively.
2000 A.T. CROSS COMPANY ANNUAL REPORT
17 |
Notes to Consolidated Financial Statements |
NOTE H - OMNIBUS INCENTIVE PLAN (THE "OI PLAN")
(CONTINUED)The fair value of each stock option granted in fiscal 2000, 1999 and 1998 under the Company's stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model. The following key assumptions were used to value grants issued for each of the following years:
WEIGHTED |
|||||
AVERAGE |
AVERAGE |
DIVIDEND |
|||
RISK-FREE RATE |
EXPECTED LIFE |
VOLATILITY |
YIELD |
____________________________________________________________________________________
2000 |
5.00% |
5.0 years |
40.07% |
0.0% |
|||||
1999 |
5.00% |
5.0 years |
53.17% |
0.0% |
|||||
1998 |
5.00% |
5.0 years |
41.50% |
3.3% |
The weighted average fair values per share of stock options granted during fiscal 2000, 1999 and 1998 were $2.16, $2.38 and $2.05, respectively. It should be noted that the option-pricing model used was designed to value readily tradable stock options with relatively short lives. The options granted to employees are not tradable and have contractual lives of up to ten years. However, management believes that the assumptions used and the model applied to value the awards yield a reasonable estimate of the fair value of the grants made under the circumstances.
_______________________________________________________________________________________________________
NOTE I - INCOME TAXES FROM CONTINUING OPERATIONS
The provision (benefit) for income taxes from continuing operations consists of the following:
2000 |
1999 |
1998 |
_________________________________________________________________________________________________
Currently (Receivable) Payable: |
||||||||
Federal |
$ ( 607,907 |
) |
$ 300,863 |
$ ( 569,778 |
) |
|||
State |
11,750 |
11,500 |
- |
|||||
Foreign |
181,835 |
286,685 |
476,368 |
|||||
( 414,322 |
) |
599,048 |
( 93,410 |
) |
||||
Deferred : |
||||||||
Federal |
1,600,175 |
( 360,048 |
) |
( 4,015,786 |
) |
|||
State |
- |
- |
1,637,196 |
|||||
Foreign |
( 371,120 |
) |
- |
- |
||||
1,229,055 |
( 360,048 |
) |
( 2,378,590 |
) |
||||
Total |
$ 814,733 |
$ 239,000 |
$ ( 2,472,000 |
) |
The reconciliation of income taxes computed at the statutory Federal income tax rate to the provision (benefit) for income taxes from continuing operations is as follows:
2000 |
1999 |
1998 |
_________________________________________________________________________________________________
Statutory Federal income tax benefit |
$ ( 2,419,633 |
) |
$ (7,015,532 |
) |
$ ( 2,472,344 |
) |
||
State income tax expense, less Federal tax benefit |
7,638 |
7,475 |
1,064,178 |
|||||
Foreign operations |
2,843,272 |
2,142,407 |
506,779 |
|||||
Deferred tax on undistributed foreign earnings |
||||||||
not indefinitely reinvested |
- |
5,250,000 |
- |
|||||
Benefit of Foreign Sales Corporation |
( 180,953 |
) |
( 112,468 |
) |
( 1,160,285 |
) |
||
Miscellaneous |
564,409 |
(32,882 |
) |
( 410,328 |
) |
|||
Provision (Benefit) for Income Taxes |
$ 814,733 |
$ 239,000 |
$ ( 2,472,000 |
) |
2000 A.T. CROSS COMPANY ANNUAL REPORT
18 |
Notes to Consolidated Financial Statements |
NOTE I - INCOME TAXES FROM CONTINUING OPERATIONS
(CONTINUED)The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 30, 2000 and January 1, 2000 are presented below:
2000 |
1999 |
_________________________________________________________________________________
Current Deferred Tax Assets and Liabilities: |
||||||||
Assets: |
||||||||
Additional costs inventoried for tax purposes and |
||||||||
inventory reserves not deductible for tax purposes |
$ 3,467,821 |
$ 4,401,044 |
||||||
Excess benefit plan |
1,792,781 |
1,669,421 |
||||||
Accrued pension costs |
1,987,390 |
2,017,658 |
||||||
Net operating loss carryforward |
1,538,664 |
4,146,250 |
||||||
Unrealized loss on available-for-sale securities |
225,000 |
- |
||||||
Other |
623,453 |
2,040,622 |
||||||
|
9,635,109 |
14,274,995 |
||||||
Less valuation allowance |
( 1,307,040 |
) |
( 1,534,995 |
) |
||||
Current Deferred Tax Assets |
8,328,069 |
12,740,000 |
||||||
Liabilities: |
||||||||
Undistributed foreign earnings not indefinitely reinvested |
- |
3,500,000 |
||||||
Unrealized gain on available-for-sale securities |
- |
134,000 |
||||||
Other |
200,839 |
420,547 |
||||||
Current Deferred Tax Liabilities |
200,839 |
4,054,547 |
||||||
Net Current Deferred Tax Asset |
$ 8,127,230 |
$ 8,685,453 |
||||||
Long-Term Deferred Tax Assets and Liabilities: |
||||||||
Assets: |
||||||||
Intangible assets |
797,367 |
747,588 |
||||||
Accrued warranty costs |
1,921,294 |
2,383,117 |
||||||
Alternative minimum tax credit carryforward |
651,048 |
673,902 |
||||||
Net operating loss carryforward |
3,305,022 |
3,363,887 |
||||||
Other |
282,605 |
219,184 |
||||||
|
6,957,336 |
7,387,678 |
||||||
Less valuation allowance |
( 2,955,223 |
) |
( 3,363,887 |
) |
||||
Long-Term Deferred Tax Assets |
4,002,113 |
4,023,791 |
||||||
Liabilities: |
||||||||
Property, plant and equipment, principally due to |
|
|
||||||
differences in depreciation |
1,471,834 |
1,299,930 |
||||||
Undistributed foreign earnings not indefinitely reinvested |
1,968,570 |
1,750,000 |
||||||
Long-Term Deferred Tax Liabilities |
3,440,404 |
3,049,930 |
||||||
Net Long-Term Deferred Tax Asset |
$ 561,709 |
$ 973,861 |
||||||
__________ |
__________ |
|||||||
Net Deferred Tax Asset |
$ 8,688,939 |
$ 9,659,314 |
The Company's wholly-owned subsidiary, A.T. Cross Limited ("ATCL"), is not subject to the Republic of Ireland statutory income tax rate. Until the year 2003, when the Irish statutory rate is reduced to 12.5% on most types of income, ATCL is subject to the 10% rate on profits from sales of Irish manufactured goods, as defined. This lower rate did not affect the fiscal 2000 or fiscal 1999 tax provisions.
At December 30, 2000 and January 1, 2000, undistributed earnings of foreign subsidiaries amounted to approximately $45,939,000 and $64,553,000, respectively (including approximately $19,650,000 in 2000 and $29,000,000 in 1999 of cash, cash equivalents and short-term investments). These earnings could become subject to additional tax if they are remitted as dividends, if foreign earnings are lent to the Company or a U.S. affiliate or if the Company should sell its stock in the subsidiaries. At January 1, 2000, the Company determined that approximately $15,000,000 in undistributed earnings were no longer considered to be invested indefinitely. Accordingly, in fiscal 1999, the Company provided tax expense of and increased deferred tax liabilities by $5,250,000, which represents the estimated tax associated with such undistributed earnings. At December 30, 2000, $9,375,514 of those earnings had been repatriated to the Company.
2000 A.T. CROSS COMPANY ANNUAL REPORT
19 |
Notes to Consolidated Financial Statements |
NOTE I - INCOME TAXES FROM CONTINUING OPERATIONS
(CONTINUED)As a result, in fiscal 2000, the deferred tax liability has been decreased by $3,281,430. The amount of additional taxes that might be payable on the undistributed foreign earnings of $45,939,000 approximates $13,548,000, which has not been recorded because it is the Company's intention to permanently invest the remainder of the undistributed earnings of its foreign subsidiaries in the growth of business outside the United States.
At December 30, 2000, the Company had Federal net operating loss carryforwards of $4,396,184, which begin to expire in 2019. State net operating loss carryforwards of $30,764,248 begin to expire in 2004. The Company also has Federal alternative minimum tax credit carryforwards of $651,048, which will carry forward to future taxable years with no expiration. In addition, for Federal income tax purposes, the Company has foreign tax credit carryforwards of $13,530, which expire in 2003. The Company also has general business credit carryforwards of $178,051, which expire in 2018. Net operating loss carryforwards for certain foreign subsidiaries were approximately $6,987,579 for tax purposes. A portion of these losses begins to expire in 2001. A valuation allowance has been provided for those foreign and state net operating losses and temporary differences that are estimated to expire before they are utilized. The decrease of $636,619 in the valuation allowance in fiscal 2000 primarily related to changes in the foreign net operating losses.
Income taxes paid (refunded), net, in fiscal 2000, 1999 and 1998 were approximately $(930,000), $195,000 and $(1,886,000), respectively.
_______________________________________________________________________________________________________
NOTE J - DISCONTINUED OPERATIONS
Timepieces:
In the third quarter of fiscal 1999, the Company discontinued operations of its timepiece segment when it entered into a license agreement with a third party for the worldwide distribution of the Cross brand of timepieces. The Company terminated this license agreement in the third quarter of fiscal 2000.
The Company recorded an after-tax loss of approximately $371,000 for the year ended December 30, 2000, primarily related to the write-down of inventory. The Company recorded a loss on disposal before income taxes of approximately $464,000 and an income tax benefit related to this disposal of approximately $93,000 for the year ended December 30, 2000. The net assets of the timepiece segment, which have been reclassified to Other current assets and consisted primarily of inventory, approximated $0 at December 30, 2000 and $1,040,000 at January 1, 2000.
The following table sets forth summary information relating to timepiece activity to the measurement date:
39 WEEKS ENDED |
YEAR ENDED |
||
OCTOBER 2, 1999 |
DECEMBER 31, 1998 |
____________________________________________________________________________________
Net sales |
$ 14,404 |
$ 942,376 |
|||
Costs and expenses |
1,187,536 |
4,798,684 |
|||
Operating Loss Before Income Tax Benefit |
( 1,173,132 |
) |
( 3,856,308 |
) |
|
Income tax benefit relating to operations |
( 305,132 |
) |
( 1,350,000 |
) |
|
Operating Loss |
$ ( 868,000 |
) |
$ ( 2,506,308 |
) |
Manetti-Farrow:
In 1997, the Company discontinued the distribution of quality leather goods and accessory products of its Manetti-Farrow, Inc. subsidiary.
In 1998, the Company recorded after-tax income from discontinued operations of approximately $1,653,000 when the Company reached a settlement with the U.S. Customs Service regarding a claim filed on the amount of duty charged in prior years on the importation of certain products by its discontinued subsidiary, Manetti-Farrow, Inc. After taxes and expenses, the settlement was approximately $1,116,000. In addition, the Company recorded after-tax income of approximately $537,000 in 1998 in connection with the final liquidation and disposition of Manetti-Farrow's remaining net assets.
In fiscal 1999, the Company recorded after-tax income from discontinued operations of approximately $1,496,000, also the result of a payment received from the U.S. Customs Service.
______________________________________________________________________________________________________
2000 A.T. CROSS COMPANY ANNUAL REPORT
20 |
Notes to Consolidated Financial Statements |
NOTE K - FINANCIAL INSTRUMENTS
There were no foreign exchange contracts outstanding as of December 30, 2000. The table below details the U.S. dollar equivalent of foreign exchange contracts as of January 1, 2000, along with maturity dates and net unrealized gain (loss) deferred.
(THOUSANDS OF DOLLARS) |
CONTRACT AMOUNT |
MATURITY |
UNREALIZED GROSS |
NET UNREALIZED |
U.S. $ EQUIVALENT |
DATE |
GAIN (LOSS) |
GAIN (LOSS) DEFERRED |
____________________________________________________________________________________________________________
JANUARY 1, 2000 |
|||||||||
Euro |
$ 3,862 |
2000 |
$ - |
$ - |
|||||
Japanese Yen |
2,911 |
2000 |
- |
- |
|||||
Canadian Dollars |
753 |
2000 |
- |
- |
|||||
Hong Kong Dollars |
1,899 |
2000 |
- |
- |
|||||
Taiwan Dollars |
1,714 |
2000 |
- |
- |
|||||
Total |
$ 11,139 |
$ - |
$ - |
The fair value of forward foreign exchange contracts was $0 at December 30, 2000 and January 1, 2000. The fair value of cash, cash equivalents, short-term investments and note payable to bank approximates its recorded amount.
____________________________________________________________________________________________________________
NOTE L - SEGMENT INFORMATION
The following table sets forth segment information for the Company for the years ended December 30, 2000, January 1, 2000 and December 31, 1998:
QUALITY |
PEN-BASED |
|||
WRITING |
COMPUTING |
|||
(THOUSANDS OF DOLLARS) |
INSTRUMENTS |
PRODUCTS |
TOTAL |
______________________________________________________________________________________________________
2000: |
|||||||
Revenues from external customers |
$ 126,408 |
$ 4,140 |
$ 130,548 |
||||
Depreciation and amortization |
7,286 |
165 |
7,451 |
||||
Segment profit (loss) |
( 8,813 |
) |
1,900 |
( 6,913 |
) |
||
Segment assets |
120,105 |
7,736 |
127,841 |
||||
Expenditures for long-lived assets |
5,316 |
298 |
5,614 |
______________________________________________________________________________________________________
1999: |
|||||||
Revenues from external customers |
$ 123,861 |
$ 3,133 |
$ 126,994 |
||||
Depreciation and amortization |
7,931 |
665 |
8,596 |
||||
Segment profit (loss) |
4,264 |
( 24,308 |
) |
( 20,044 |
) |
||
Segment assets |
130,272 |
5,410 |
135,682 |
||||
Expenditures for long-lived assets |
11,934 |
1,160 |
13,094 |
______________________________________________________________________________________________________
1998: |
|||||||
Revenues from external customers |
$ 127,935 |
$ 24,848 |
$ 152,783 |
||||
Depreciation and amortization |
7,735 |
610 |
8,345 |
||||
Segment profit (loss) |
2,291 |
( 9,355 |
) |
( 7,064 |
) |
||
Segment assets |
139,210 |
14,366 |
153,576 |
||||
Expenditures for long-lived assets |
5,550 |
1,605 |
7,155 |
______________________________________________________________________________________________________
Reconciliations
2000 |
1999 |
1998 |
______________________________________________________________________________________________________
ASSETS: |
|
|
|
|||||
Total assets from reportable segments |
$ 127,841 |
$ 135,682 |
$ 153,576 |
|||||
Other assets from discontinued operations |
- |
1,040 |
2,761 |
|||||
Total Consolidated Assets |
$ 127,841 |
$ 136,722 |
$ 156,337 |
2000 A.T. CROSS COMPANY ANNUAL REPORT
21 |
Notes to Consolidated Financial Statements |
NOTE L - SEGMENT INFORMATION
(CONTINUED)Geographic Information
2000 |
1999 |
1998 |
______________________________________________________________________________________________________
NET SALES: |
||||||||
United States |
$ 63,264 |
$ 61,641 |
$ 87,387 |
|||||
Foreign countries |
67,284 |
65,353 |
65,396 |
|||||
Total Consolidated Net Sales from Continuing Operations |
$ 130,548 |
$ 126,994 |
$ 152,783 |
|||||
Revenues are attributed to countries based on the location of customers. |
||||||||
2000 |
1999 |
1998 |
______________________________________________________________________________________________________
LONG-LIVED ASSETS: |
||||||||
United States |
$ 33,685 |
$ 34,908 |
$ 31,688 |
|||||
Ireland |
2,519 |
6,015 |
7,674 |
|||||
Other foreign countries |
830 |
1,065 |
1,099 |
|||||
Total Consolidated Long-Lived Assets |
$ 37,034 |
$ 41,988 |
$ 40,461 |
_______________________________________________________________________________________________________
NOTE M - ACQUISITION OF SELECTED ASSETS OF C&J JEWELRY
In fiscal 1999, the Company completed the acquisition of selected assets of C&J Jewelry Company, Inc. ("C&J"). These assets are being utilized primarily for the manufacture of writing instruments for a well known luxury goods retailer. The acquisition is part of a strategy to leverage the Company's core manufacturing capabilities as an original equipment manufacturer of writing instruments. In consideration, the Company assumed $2,800,000 of C&J's indebtedness and issued approximately 381,000 shares of the Company's Class A common stock. Of these, approximately 175,000 shares are held in escrow until certain restrictions lapse in June 2001. The excess of the purchase price (approximately $4,500,000) over the fair value of the assets acquired (approximately $600,000, consisting primarily of inventory and fixed assets) is being amortized on a straight-line basis over a 20-year period.
_______________________________________________________________________________________________________
NOTE N - CONTINGENCIES
On or about April 21, 2000, the Company, certain officers and directors of the Company and others were named as defendants in an action filed in the United States District Court for the District of Rhode Island. The suit, which is brought by a purchaser of the Company's Class A common stock, alleges that the defendants violated Federal securities laws by making material misstatements and omissions in the Company's public filings and statements relating to the Company's Pen Computing Group business. The suit seeks class action status including all purchasers of the Company's Class A common stock between September 17, 1997 and April 22, 1999. The damages sought are unspecified.
While the action is in a preliminary stage, management believes that the accusations are without merit. On June 30, 2000, the Company filed a Motion to Dismiss the action in the Federal District Court in Rhode Island. The motion is before the court.
On December 21, 1998, the Company received a Letter of Responsibility ("LOR") from the Rhode Island Department of Environmental Management ("DEM"). The LOR stated that analytical results indicated elevated levels of volatile organic compounds in a well located on the Company's property and requested that the Company conduct a site investigation to identify the source. The Company retained an environmental consulting firm to perform the site investigation and develop remedial action alternatives. The Company has had discussions with DEM regarding these remediation proposals, and remediation activities will begin in the spring of 2001. The current estimated cost of these activities is approximately $200,000 and was recorded in the fiscal 1999 consolidated financial statements. In fiscal 2000, approximately $18,000 was spent, and the remaining liability of approximately $182,000 is included in Accrued expenses and other liabilities.
In the spring of 2000, the Company was advised by its environmental consultants that elevated levels of certain contaminants were found in soil and groundwater at the Company's Irish facility. These conditions have been reported to the regulatory authorities in Ireland and additional investigation is ongoing. At this time, a remediation program has not been developed. Based on information available to date, the Company has recorded approximately $1,500,000 for these remediation costs. The remaining liability is included in Accrued expenses and other liabilities.
The Company is involved in various litigation and legal matters, which have arisen in the ordinary course of business. Management believes that the ultimate resolution of any existing matter will not have a material adverse effect on the Company's consolidated financial results.
_______________________________________________________________________________________________________
2000 A.T. CROSS COMPANY ANNUAL REPORT
22 |
Notes to Consolidated Financial Statements |
NOTE O - QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)The following is a tabulation of the unaudited quarterly results of operations for the years ended December 30, 2000 and January 1, 2000:
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) |
|||||
2000 : |
APRIL 1 |
JULY 1 |
SEPTEMBER 30 |
DECEMBER 30 |
|
(SEE NOTES D & N) |
______________________________________________________________________________________________
Net sales |
$ 28,357 |
$ 28,427 |
$ 31,227 |
$ 42,537 |
||||||||
Gross profit |
14,579 |
14,376 |
14,871 |
22,650 |
||||||||
Net Income (Loss) from: |
|
|
|
|
||||||||
Continuing operations |
$ ( 8,263 |
) |
$ 649 |
$ 2,115 |
$ ( 2,229 |
) |
||||||
Discontinued operations |
- |
56 |
15 |
( 442 |
) |
|||||||
Net Income (Loss) |
$ ( 8,263 |
) |
$ 705 |
$ 2,130 |
$ ( 2,671 |
) |
||||||
Basic and Diluted Earnings (Loss) Per Share: |
||||||||||||
Continuing operations |
$ ( 0.50 |
) |
$ 0.04 |
$ 0.13 |
$ ( 0.14 |
) |
||||||
Discontinued operations |
0.00 |
0.00 |
0.00 |
( 0.02 |
) |
|||||||
Net Income (Loss) Per Share |
$ ( 0.50 |
) |
$ 0.04 |
$ 0.13 |
$ ( 0.16 |
) |
||||||
Weighted Average Shares Outstanding: |
||||||||||||
Denominator for basic earnings per share |
16,583 |
16,580 |
16,719 |
16,735 |
||||||||
Effect of Dilutive Securities : |
||||||||||||
Common stock equivalents |
- ( A |
) |
138 |
138 |
- ( A |
) |
||||||
Denominator for Diluted Earnings Per Share |
16,583 |
16,718 |
16,857 |
16,735 |
||||||||
(A) No incremental shares related to options or restricted stock granted are included due to the loss from continuing operations in the quarter. |
||||||||||||
1999: |
APRIL 3 |
JULY 3 |
OCTOBER 2 |
JANUARY 1 |
______________________________________________________________________________________________
Net sales |
$ 28,332 |
$ 26,724 |
$ 30,895 |
$ 41,043 |
||||||||
Gross profit |
11,861 |
10,186 |
13,614 |
16,200 |
||||||||
Net Income (Loss) from: |
|
|
|
|
||||||||
Continuing operations |
$ ( 2,469 |
) |
$ ( 6,755 |
) |
$ ( 1,468 |
) |
$ ( 9,591 |
) |
||||
Discontinued operations |
1,346 |
- |
( 903 |
) |
( 273 |
) |
||||||
Net Loss |
$ ( 1,123 |
) |
$ ( 6,755 |
) |
$ ( 2,371 |
) |
$ ( 9,864 |
) |
||||
Basic and Diluted Earnings (Loss) Per Share: |
||||||||||||
Continuing operations |
$ ( 0.15 |
) |
$ ( 0.40 |
) |
$ ( 0.10 |
) |
$ ( 0.57 |
) |
||||
Discontinued operations |
0.08 |
0.00 |
( 0.05 |
) |
( 0.02 |
) |
||||||
Net Loss Per Share |
$ ( 0.07 |
) |
$ ( 0.40 |
) |
$ ( 0.15 |
) |
$ ( 0.59 |
) |
||||
Weighted Average Shares Outstanding: |
||||||||||||
Denominator for basic earnings per share |
16,558 |
16,655 |
16,655 |
16,588 |
||||||||
Effect of Dilutive Securities: |
||||||||||||
Common stock equivalents |
- ( A |
) |
- ( A |
) |
- ( A |
) |
- ( A |
) |
||||
Denominator for Diluted Earnings Per Share |
16,558 |
16,655 |
16,655 |
16,588 |
||||||||
(A) No incremental shares related to options or restricted stock granted are included due to the loss from continuing operations in the quarter. |
2000 A.T. CROSS COMPANY ANNUAL REPORT
23 |
Independent Auditors' Report |
INDEPENDENT AUDITORS' REPORT
A. T. CROSS COMPANY & SUBSIDIARIES
To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island
We have audited the accompanying consolidated balance sheets of A.T. Cross Company and subsidiaries (the "Company") as of December 30, 2000 and January 1, 2000, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the three years in the period ended December 30, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2000 and January 1, 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2000, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 20, 2001
2000 A.T. CROSS COMPANY ANNUAL REPORT
24 |
Management's Discussion & Analysis |
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION & RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of Fiscal 2000 with Fiscal 1999
Consolidated net sales of $130.5 million increased 2.8% ,or $3.6 million, in fiscal 2000 as compared to fiscal 1999. Writing instrument net sales of $126.4 million were higher than the prior year by approximately $2.6 million, or 2.1%. Domestic writing instrument net sales increased by $1.4 million, or 2.3%, while international writing instrument net sales were higher by $1.2 million, or 1.8%, as compared to fiscal 1999.
Domestic writing instrument volume was favorably affected by the launch of MorphÔ and the Bill Blassâ line of writing instruments in 2000 and, to a lesser extent, the limited launch of ionÔ and the ATXÔ line in the U.S. In addition, Original Equipment Manufacture ("OEM") revenue grew over 50% from the prior year. Sales through the Company's retail division were 0.4% less than last year, as an approximate 21% sales increase to the large office supply accounts was offset by lower sales to carriage trade accounts (department, gift and jewelry stores) and substantially lower sales to warehouse club accounts. Sales by the Company's special markets division of business gift products increased approximately 1.8%, as the Company reorganized and strengthened its sales force in the United States.
International writing instrument sales were favorably affected by the strengthening Asian economies, as sales in the key Asian market were higher than the prior year by approximately 12.6%. New product sales, the effect of favorable exchange rates and a change in distributors, affecting several key Asian markets, contributed to positive sales results in this region. Sales in Canada and Latin America were also higher than the prior fiscal year by approximately 4% and 21%, respectively. Sales in the Europe, Middle East and Africa markets ("EMEA") were 3.7% less than the prior year. The positive effects of the launch of the new ATX product line were more than offset by significantly unfavorable foreign exchange rates.
Pen Computing Group ("PCG") sales were approximately 32% higher than fiscal 1999. In fiscal 2000, sales were from the fulfillment of an OEM order for CrossPads® from existing inventory, OEM sales of digital pens, NetPensÔ and the December launch of Cross :Convergenceä pens, which utilize DigitalConvergence's software.
Consolidated gross profit margins of 50.9% in fiscal 2000 increased 10.1 percentage points from 40.8% in fiscal 1999. The increase in gross margin was primarily attributable to the PCG segment, which generated a positive gross margin in fiscal 2000 as compared to a negative gross margin in fiscal 1999. Writing instrument margins in fiscal 2000 were higher than fiscal 1999 by 2.7 percentage points due, in part, to the effect of lower fixed manufacturing costs on the higher sales volume.
Consolidated selling, general and administrative ("SG&A") expenses of approximately $54.6 million were approximately 13.8% lower than the prior year and were 41.9% of net sales in fiscal 2000 as compared to 49.9% in fiscal 1999. PCG's SG&A expenses of $1.4 million were $8.8 million less than the fiscal 1999 expense of $10.2 million. SG&A expenses for Quality Writing Instruments ("QWI") were approximately $53.2 million, about equal to the prior year.
Research and development expenses were 35.3% less than last year, as both writing instrument and PCG spending was below the levels of a year ago. The Company expects research and development expenses in fiscal 2001 to be higher than they were in fiscal 2000.
Service and distribution costs were 58.9% less than last year. An approximate $1.1 million adjustment was made to Accrued Warranty Costs in fiscal 2000, which includes approximately $367,000 of warranty costs paid and a change in estimate of approximately $761,000, reflecting lower cost trends among the several factors that impact the Company's cost to service the warranty. The most significant factors, measured over a period of several years, include the operating costs of the service department and writing instrument unit sales. Aggressive cost management, combined with the implementation of shipping and handling fees for all repairs, has produced a favorable cost trend for the service department component. Likewise, lower unit sales trends of recent years are expected to result in lower units returned for repair under the warranty in the future. The change in estimate was recorded as a reduction of Service and distribution costs.
In fiscal 2000, a provision of approximately $1.5 million was recorded to provide for environmental remediation on the Company's property in Ireland.
In fiscal 2000, the Company's Board of Directors approved a plan to restructure the Company's domestic and international writing instrument operations. During 2000, the Company recorded an approximate $19.9 million pre-tax restructuring expense related to this plan in the QWI segment. The plan involves consolidating all writing instrument manufacturing and distribution at its headquarters in Lincoln, Rhode Island and closing the Irish facility. The Company
2000 A.T. CROSS COMPANY ANNUAL REPORT
25 |
Management's Discussion & Analysis |
expects that the restructuring will be substantially complete by the end of the first quarter of fiscal 2001. The Company is funding the restructuring plan from internal sources, ongoing operations and the existing line of credit. The Company believes that the restructuring plan should result in lower operating costs (See Note D to the consolidated financial statements).
Interest and other for fiscal 2000 included an approximate $3.3 million gain on the sale of a portion of the Company's investment in NeoMedia Technologies, Inc. Future gain or loss on the sale of the remaining 250,897 shares of NeoMedia common stock depends on market conditions and cannot be predicted. Interest income of approximately $1.9 million in fiscal 2000 was about equal to interest income in fiscal 1999.
In fiscal 2000, the Company recorded an income tax provision of approximately $815,000 on the loss from continuing operations. This is unfavorable to the $239,000 provision recorded in fiscal 1999. For an analysis of income taxes from continuing operations, see Note I to the Company's consolidated financial statements.
In fiscal 2000, the Company recorded an after-tax loss from its discontinued operations of approximately $371,000. For a full analysis of discontinued operations, see Note J to the Company's consolidated financial statements.
As a result of the foregoing, the consolidated net loss in fiscal 2000 was $8,099,000 ($0.49 loss per share, basic and diluted) as compared to the fiscal 1999 net loss of $20,113,000 ($1.21 loss per share, basic and diluted). The loss from continuing operations in fiscal 2000 was $7,728,000 ($0.47 loss per share, basic and diluted) as compared to the fiscal 1999 loss from continuing operations of $20,283,000 ($1.22 loss per share, basic and diluted).
Comparison of Fiscal 1999 with Fiscal 1998
Consolidated net sales of $127.0 million decreased 16.9%, or $25.8 million, in fiscal 1999 as compared to fiscal 1998. Writing instrument net sales of $123.9 million were lower than fiscal 1998 by $4.1 million, or 3.2%. Domestic writing instrument net sales decreased by $4.6 million, or 7.2%, while international writing instrument net sales were higher by approximately $500,000, or 0.8%, as compared to fiscal 1998.
Domestic writing instrument volume continued to be unfavorably affected by the declining consumer demand for all quality writing instruments in the United States. Sales through the Company's retail division were approximately 10% less than fiscal 1998, as sales to the high volume office supply accounts and carriage trade accounts were down approximately 12% and 3%, respectively. Sales by the Company's special markets division of business gift products decreased approximately 14%. The Company faced increased competition from other writing instrument products as well as apparel and other gift options.
International writing instrument sales were favorably affected by the strengthening Asian economies. Sales in the key Asian market were higher than the prior year by approximately 37%. The two new branch offices the Company established in 1998, one in Hong Kong and the other in Taiwan, were well positioned to take advantage of the economic recovery in this region during fiscal 1999. Somewhat offsetting the sales increase in Asia were lower sales results in EMEA and Latin America, as these areas were adversely affected by poor economic conditions in certain markets.
PCG sales were approximately 87% less in 1999 than in 1998. The operating results of PCG were negatively impacted by a lack of consumer demand. This resulted in a change in strategic focus for the CrossPad product line and certain pricing actions taken on the product during fiscal 1999. Due to the continued and significant losses by PCG, on July 22, 1999, the Board of Directors authorized a review of strategic alternatives for the CrossPad product line that resulted in the discontinuation of the CrossPad product line.
The consolidated gross profit margin decreased 3.7 percentage points in fiscal 1999 to 40.8% from 44.5% in fiscal 1998. The decline in gross margin was entirely attributable to the PCG segment, which generated a negative gross margin in fiscal 1999. Included in PCG's cost of sales for the year was the write-off of CrossPad inventory as well as royalty expenses paid to suppliers of certain software and hardware components. Writing instrument margins in fiscal 1999 were higher than fiscal 1998 by 1.6 percentage points, primarily a result of the Company's stringent cost reduction programs that were continued through 1999 from prior years.
Consolidated SG&A expenses of approximately $63.4 million were approximately 9.1% lower than the prior year and were 49.9% of net sales in fiscal 1999 as compared to 45.7% in fiscal 1998. SG&A expenses for Quality Writing Instruments, which reflect continuing strict cost controls, were $3.2 million or 5.7% lower than the prior year. PCG's SG&A expenses of $10.2 million were $3.1 million, or 23.6%, less than the fiscal 1998 expense of $13.3 million.
R&D expenses were 32.9% less than 1998, as both writing instrument and PCG spending were below the levels of a year ago.
Due to the Company's decision to discontinue the CrossPad product line, the PCG segment incurred a loss on the impairment of assets of approximately $3.0 million in fiscal 1999. For further information regarding this loss, see Note D to the Company's consolidated financial statements.
Interest and other decreased 67.3% from fiscal 1998, as interest
2000 A.T. CROSS COMPANY ANNUAL REPORT
26 |
Management's Discussion & Analysis |
income was 27.2% lower due to lower levels of average invested funds. In addition, other expense in 1999 included $580,000 of unrealized loss on trading securities.
In fiscal 1999, the Company recorded an income tax provision of $239,000 on the loss from continuing operations. The Company provided tax expense of $5,250,000 in fiscal 1999, which represented the estimated tax associated with $15 million of undistributed foreign earnings that the Company no longer considered to be invested indefinitely. For an analysis of income taxes from continuing operations, see Note I to the Company's consolidated financial statements.
In fiscal 1999, the Company recorded after-tax income from discontinued operations of $170,000. This was the result of the discontinuation of the Company's timepiece segment, offset by a payment the Company's Manetti-Farrow subsidiary received from the U.S. Customs Service regarding a previously filed claim on the amount of duty charged on the importation of certain products. For a full analysis of discontinued operations, see Note J to the Company's consolidated financial statements.
As a result of the foregoing, the consolidated net loss in fiscal 1999 was $20,113,000 ($1.21 loss per share, basic and diluted) as compared to the fiscal 1998 net loss of $5,445,000 ($0.33 loss per share, basic and diluted). The loss from continuing operations in fiscal 1999 was $20,283,000 ($1.22 loss per share, basic and diluted) as compared to the fiscal 1998 loss from continuing operations of $4,592,000 ($0.28 loss per share, basic and diluted).
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments ("cash") of $24.7 million at the end of fiscal 2000 declined $8.6 million from the prior year.
Accounts receivable increased approximately $2.0 million, due primarily to higher QWI sales in December. The Company ordinarily offers domestic retail quality writing instrument customers a program whereby they may either delay payment on certain third and fourth quarter purchases until January of the next year or earn a greater discount on these purchases if payment is made earlier. As a result, the Company's cash level is lower at the end of the year when accounts receivable are generally higher.
Total inventory of approximately $19.1 million increased by approximately $2.3 million as compared to fiscal 1999. The increase was primarily due to higher inventory in the QWI segment, as the Company introduced several new writing instrument products in fiscal 2000.
Additions to property, plant and equipment were approximately $5.3 million in fiscal 2000 as compared to $7.9 million in fiscal 1999. In fiscal 2001, the Company expects capital expenditures to be slightly higher than in fiscal 2000, while depreciation expense is expected to be slightly lower than in fiscal 2000.
The Company expects research and development expenses in fiscal 2001 to be about the same level as in fiscal 2000.
The Company's working capital was $39.1 million at the end of fiscal 2000, a decrease of $9.7 million from fiscal 1999, and its current ratio at the end of fiscal 2000 was 1.9:1 as compared to 2.1:1 at the end of fiscal 1999.
In December 2000, the Company amended its $25 million secured bank line of credit. The Company is no longer required to provide the bank with a security interest in certain U.S. inventory, accounts receivable and machinery and equipment. The amended agreement requires the Company to meet certain liquidity levels and restrictions. The most restrictive covenants are to maintain a consolidated cash balance at the end of each quarter of not less than $15 million and restricts the Company's ability to grant a security interest in its assets. At December 30, 2000, there were no amounts outstanding on the line of credit.
In the second quarter of 2000, the Company invested approximately $5 million in DigitalConvergence.:Com Inc. ("DC"), a Delaware company, in exchange for 237,079 shares of DC's Series B Convertible Preferred Stock and 316,255 shares of DC's Series C Convertible Preferred Stock.
In fiscal 2000, approximately $3.9 million in cash was generated after the exercise of warrants and sale of shares of NeoMedia Technologies, Inc.
In fiscal 2000, approximately $7.1 million of restructuring charges were paid. The total cash portion of the restructuring plan is expected to be approximately $15.7 million.
The Company believes that funds from operations and existing cash, supplemented, as appropriate, by the Company's short-term borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements and the requirements of the restructuring plan.
At the end of fiscal 2000, cash available for domestic operations amounted to approximately $5.1 million, while cash held offshore for international operations amounted to approximately $19.6 million. At the end of fiscal 1999, the Company determined that approximately $15 million in undistributed foreign earnings were no longer considered to be invested indefinitely and recorded a provision for deferred taxes of approximately $5.3 million. This represented the estimated tax associated with these undistributed earnings. As of December 30, 2000, approximately $9.4 million of these earnings have been repatriated to the U.S. At present, management continues to believe that the unremitted foreign earnings for which deferred taxes have not been provided will continue to be permanently invested in the
2000 A.T. CROSS COMPANY ANNUAL REPORT
27 |
Management's Discussion & Analysis |
growth of business outside the U.S.; hence, no additional deferred taxes were recorded during fiscal 2000.
NEW ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 was not required to be implemented until fiscal 2000. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement No. 133." SFAS No. 137 delayed the original implementation date of SFAS No. 133 by one year. This will require that the Company implement this statement in fiscal 2001. This statement requires companies to record derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains and losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Since the Company's use of derivatives is minimal, this statement is not expected to have a material impact on the Company's consolidated financial statements. Had this statement been effective for 2000, there would have been no change to the Company's consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements," which summarizes the staff's views regarding the application of accounting principals generally accepted in the United States of America to selected revenue recognition issues and is effective for the fourth quarter of 2000. SAB 101 did not have a significant effect on the Company's consolidated financial statements.
IMPACT OF INFLATION AND CHANGING PRICES
The Company's operations are subject to the effects of general inflation as well as fluctuations in foreign currencies. In addition, the Company is exposed to volatility in the price of gold and silver, as those precious metals are used in the manufacture of its products. Policies and programs are in place to manage the potential risks in these areas. The Company has generally been successful in controlling cost increases due to precious metal price fluctuations and general inflation. The Company continues to review its number of suppliers in order to obtain lower costs and higher quality on many of its materials and purchased components. Steps taken in fiscal years 2000 and 1999 further reduced operating costs in its manufacturing operations.
The Company normally enters into foreign currency forward exchange contracts to hedge that portion of its net financial position that is exposed to foreign currency fluctuations.
The Company has adopted accounting practices that tend to reflect current costs in its consolidated statements of operations. A portion of total inventories at the end of fiscal 2000, 1999 and 1998 were accounted for using the LIFO valuation method. Normally under this method, the cost of goods sold reported in the financial statements approximates current costs, thus reducing distortions in reported income due to the effect of changing prices.
EURO
On January 1, 1999, the European Monetary Union created a single currency, the Euro, for its member countries. A transition period from January 1, 1999 through December 31, 2001 will allow the member countries to methodically eliminate their local currencies and to convert them to the Euro. During this transition period, either the Euro or a member country's present currency will be accepted as legal tender.
In 1998, the Company formed a task force to study the requirements of conversion to the Euro and the related impact on the Company. The task force reviewed technology requirements, pricing and competitive implications, banking, the impact on hedging programs and the timing and costs related to each of these.
The impact of the adoption of the Euro on the Company's operations was minimal in fiscal 2000 and 1999 and is not expected to be material to future operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates and foreign currency exchange, primarily in its investments, note payable to bank and foreign currency transactions.
The Company's short-term investment portfolio consists primarily of high-grade investments, with the majority maturing in less than five years. A hypothetical 10% adverse change in current average interest rates for these investments would have an approximate $170,000 negative impact on the Company's pre-tax earnings.
The Company has an investment in NeoMedia Technologies, Inc. These securities are classified as available-for-sale and, as such, are carried at market value. This investment is included in Other current assets, and related unrealized gains or losses are excluded from the consolidated statements of
operationsDuring fiscal 2000, the Company made an approximate $5 million investment in DigitalConvergence.:Com Inc., a Delaware company, in exchange for 237,079 shares of DC's Series B Convertible Preferred
2000 A.T. CROSS COMPANY ANNUAL REPORT
28 |
Management's Discussion & Analysis |
Stock and 316,255 shares of DC's Series C Convertible Preferred Stock. The investment in DigitalConvergence is carried at cost and is recorded in Investments.
In December 2000, the Company amended its $25 million secured bank line of credit that it entered into on February 9, 2000. The Company is no longer required to provide the bank with a security interest in certain U.S. inventory, accounts receivable and machinery and equipment. The amended agreement requires the Company to meet certain liquidity levels and restrictions. The most restrictive covenants are to maintain a consolidated cash balance at the end of each quarter of not less than $15 million and restricts the Company's ability to grant a security interest in its assets. Borrowings under this amended line of credit bear interest at either the bank's prime lending rate or LIBOR plus one percentage point. The Company believes that changes in interest rates would not be material to its operations due to its level of borrowings.
The Company had no long-term debt obligations at December 30, 2000 and January 1, 2000.
The Company's foreign exchange exposure is generated primarily from its international operating subsidiaries. The Company seeks to minimize the impact of foreign currency fluctuations by hedging certain foreign currency denominated balance sheet positions with foreign currency forward exchange contracts or options. Most of these contracts are short-term, generally expire in one to three months and do not subject the Company to material market risk.
RISKS AND UNCERTAINTIES; FORWARD-LOOKING STATEMENTS
Statements contained herein that are not historical fact are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," "will" and similar expressions are intended to identify forward-looking statements. The Company cautions that a number of important factors could cause the Company's actual results for 2001 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements involve a number of risks and uncertainties.
The following section describes certain of the more prominent risks and uncertainties inherent in the Company's operations. However, this section does not intend to discuss all possible risks and uncertainties to which the Company is subjected, nor can it be assumed necessarily that there are no other risks and uncertainties that may be more significant to the Company.
History of Losses; Uncertainty of Future Profitability:
The Company has experienced losses for the last four fiscal years. There can be no assurances that the Company will be able to achieve or sustain profitability in the future.New Products:
The Company's ability to restore growth in sales depends largely on consumer acceptance of various new products recently introduced and planned for introduction. The markets in which the Company sells are highly competitive, and there is no assurance that consumer acceptance will be realized to the degree necessary to generate growth in the Company's sales and earnings.Success of the Restructuring Plan:
The Company expects, but there can be no assurance, that the restructuring will lower costs.Dependence on Certain Suppliers:
To maintain the highest level of product quality, the Company relies on a limited number of domestic and international suppliers for certain raw materials and manufacturing technologies. The Company may be adversely affected in the event that these suppliers cease operations or if pricing terms become less favorable. The Company believes, but cannot be assured, that the raw materials currently supplied by these vendors could be obtained from other sources and that the manufacturing technologies could be developed internally or that suitably similar technologies could be located.Technological Change; Intellectual Property:
The Company's electronic products may be subject to technological change, new product introductions and enhancements and evolving industry standards that may render existing products obsolete. As a result, the Company's position in its existing market or other markets that it may enter could be eroded rapidly by technological advancements. If the Company is unable to develop and introduce products in a timely manner in response to changing market conditions or customer requirements, management's expectations may not be met. In addition, the manufacture and distribution of certain of the Company's electronic products are dependent on licensing arrangements (some of which are non-exclusive) for varying lengths of time with third parties for the use of their intellectual property.Sensitivity to Economic Conditions:
Sales of the Company's products may be adversely affected by adverse economic conditions in its various international markets.
2000 A.T. CROSS COMPANY ANNUAL REPORT
JOHN E. BUCKLEY |
A.T. Cross Italia, S.r.l. |
||||
Executive Vice President and |
Milan, Italy |
||||
RUSSELL A. BOSS |
Chief Operating Officer |
||||
Chairman of the Board |
A.T. Cross Company, |
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A.T. Cross Company |
JOHN T. RUGGIERI |
French Branch |
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Class B Director 1 |
Senior Vice President, Treasurer and |
Paris, France |
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Chief Financial Officer |
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BRADFORD R. BOSS |
President, Pen Computing Group |
A.T. Cross (Asia Pacific) Limited, |
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Chairman Emeritus |
Hong Kong Branch |
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A.T. Cross Company |
SONDRA L. WELLMERLING |
Hong Kong Special Administrative Region, |
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Class B Director 1 |
Senior Vice President, |
People's Republic of China |
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Marketing and New Product Development |
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JOHN E. BUCKLEY |
A.T. Cross (Asia Pacific) Limited, |
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Executive Vice President and |
JOSEPH V. BASSI |
Taiwan Branch |
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Chief Operating Officer |
Finance Director |
Taipei, Taiwan, Republic of China |
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A.T. Cross Company |
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Class B Director |
TINA C. BENIK |
A.T. Cross (U.K.) Limited, |
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Vice President, Legal and Human Resources |
Luton, Bedfordshire, England |
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BERNARD V. BUONANNO, JR. |
Corporate Secretary |
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Partner, Edwards & Angell |
A.T. Cross Company, |
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Providence, Rhode Island |
PETER J. CANOLE |
Spanish Branch |
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Class B Director 3 |
Vice President, Asia |
Madrid, Spain |
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GALAL P. DOSS |
KIERAN J. CROWLEY |
A.T. Cross Deutschland GmbH, |
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Chairman and Chief Executive Officer |
Vice President, EMEA |
Mainz, Federal Republic of Germany |
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Family Nutrition, S.A.E. |
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Chairman, Family Cosmetics, S.A.E. |
ROBIN BOSS DORMAN |
Cross Company of Japan, Limited, |
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Egypt |
Vice President, Corporate Development |
Tokyo, Japan |
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Class A Director 2 |
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PETER J. LEON |
Cross Pen Computing Group, |
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H. FREDERICK KRIMENDAHL II |
Vice President, Marketing and Sales, |
A Division of A. T. Cross Company |
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Senior Director |
Americas |
Lincoln, Rhode Island |
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The Goldman Sachs Group, Inc. |
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New York, New York |
STEPHEN A. PERREAULT |
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Class B Director 2, 3 |
Vice President, Operations |
ANNUAL MEETING |
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TERRENCE MURRAY |
GARY S. SIMPSON |
The Annual Meeting of Shareholders of A.T. |
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Chairman and Chief Executive Officer |
Corporate Controller |
Cross Company will be held on Thursday, April |
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FleetBoston Financial Corporation |
26, 2001 at 10:00 a.m. at the offices of the |
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Boston, Massachusetts |
CORPORATE INFORMATION |
Company, One Albion Road, Lincoln, Rhode |
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Class A Director 3 |
Island 02865. |
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CORPORATE HEADQUARTERS |
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JAMES C. TAPPAN |
A.T. Cross Company |
INDEPENDENT AUDITORS |
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President, Tappan Capital Partners |
One Albion Road |
Deloitte & Touche LLP |
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Hobe Sound, Florida |
Lincoln, Rhode Island 02865 U.S.A. |
Boston, Massachusetts |
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Class A Director 2 |
Tel. |
(401) 333-1200 |
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Fax |
(401) 334-2861 |
STOCK SYMBOL |
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DAVID G. WHALEN |
www.cross.com |
American Stock Exchange Symbol: ATX |
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President and Chief Executive Officer |
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A.T. Cross Company |
SUBSIDIARIES, BRANCHES AND DIVISIONS |
TRANSFER AGENT AND REGISTRAR |
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Class B Director 1 |
A.T.X. International, Inc., |
State Street Bank and Trust Company |
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Lincoln, Rhode Island |
c/o EquiServe, Limited Partnership |
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CORPORATE OFFICERS |
Boston, Massachusetts 02266. |
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A.T. Cross Limited, |
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RUSSELL A. BOSS |
Ballinasloe, Republic of Ireland |
10-K REPORT |
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Chairman of the Board |
A copy of the Company's report to the |
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A.T. Cross Distribution, |
Securities and Exchange Commission on Form |
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BRADFORD R. BOSS |
Ballinasloe, Republic of Ireland |
10-K will be furnished free of charge to any |
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Chairman Emeritus |
. |
security holder upon written request to the |
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A.T. Cross (Canada), Inc |
Senior Vice President, Treasurer and Chief |
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DAVID G. WHALEN |
Toronto, Ontario, Canada |
Financial Officer, at One Albion Road, Lincoln, |
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President and Chief Executive Officer |
Rhode Island 02865. |
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A.T.X. Ireland, Limited, |
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Ballinasloe, Republic of Ireland |
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Board Committees: 1. Executive; 2. Audit; 3. Compensation. |
Printed in the U. S. A. on recycled paper |
[ A.T. Cross Company Logo ] |
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Cross is a rapidly evolving company, |
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poised to ignite its business and be the |
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innovative leader. We understand the |
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importance of making our products |
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relevant to today's consumer. We will |
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provide consumers with distinctive and |
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inspiring products to help them express |
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their thoughts, feelings and style. |
SKU-4890-AR-01
EXHIBIT 23
Independent Auditors' Consent
We consent to the incorporation by reference in Post-Effective Amendment Number 6 to Registration Statement No. 2-54429 on Form S-8, Post-Effective Amendment Number 9 to Registration Statement No. 2-42388 on Form S-8, and Registration Statement Nos. 33-23709, 33-23710, 33-54176, 33-64729, 33-64731, 333-42915, 333-66031, and 333-42730 on Forms S-8 of A.T. Cross Company of our reports dated February 20, 2001, appearing in and incorporated by reference in this Annual Report on Form 10-K of A.T. Cross Company for the fiscal year ended December 30, 2000.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 28, 2001