-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hoNEWDv4RPQOS8t+8BaQ22FFncd3pI/9BLMfbdiXiFkYMdq5KytDOx9m2+Y6jKh6 36XaOIDvAd17zIYwq53cjg== 0000025793-94-000008.txt : 19940512 0000025793-94-000008.hdr.sgml : 19940512 ACCESSION NUMBER: 0000025793-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROSS A T CO CENTRAL INDEX KEY: 0000025793 STANDARD INDUSTRIAL CLASSIFICATION: 3950 IRS NUMBER: 050126220 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06720 FILM NUMBER: 94527038 BUSINESS ADDRESS: STREET 1: ONE ALBION RD CITY: LINCOLN STATE: RI ZIP: 02865 BUSINESS PHONE: 4013331200 MAIL ADDRESS: STREET 1: ONE ALBION ROAD STREET 2: 50 KENNEDY PLAZA CITY: LINCOLN STATE: RI ZIP: 02865 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the quarterly period ended March 31, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________to __________ Commission File No. 1-6720 A. T. CROSS COMPANY (Exact name of registrant as specified in its charter) Rhode Island 05-0126220 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Albion Road, Lincoln, Rhode Island 02865 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (401) 333-1200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No______ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of March 31, 1994: Class A common stock - 15,179,467 shares Class B common stock - 1,804,800 shares PART I. FINANCIAL INFORMATION A. T. CROSS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31 December 31 1994 1993 1993 ASSETS (Thousands of Dollars) CURRENT ASSETS Cash and Cash Equivalents $ 73,906 $ 28,683 $ 52,822 Short-Term Investments 7,882 45,622 18,312 Accounts Receivable 22,197 21,729 36,960 Inventories 22,601 32,348 18,964 Other Current Assets 3,287 3,967 3,068 TOTAL CURRENT ASSETS 129,873 132,349 130,126 PROPERTY, PLANT AND EQUIPMENT 78,346 86,921 77,493 Less Allowances for Depreciation 46,998 46,944 45,363 31,348 39,977 32,130 INTANGIBLES AND OTHER ASSETS 16,745 10,741 16,738 $177,966 $183,067 $178,994 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable, Accrued Expenses and Other Liabilities $ 21,590 $ 16,953 $ 21,243 Compensation and Related Taxes 5,500 4,378 6,647 Cash Dividends Payable 0 0 2,709 Contributions Payable to Employee Benefit Plans 8,584 6,517 8,632 Income Taxes Payable 884 110 995 TOTAL CURRENT LIABILITIES 36,558 27,958 40,226 ACCRUED WARRANTY COSTS 4,684 4,059 4,609 SHAREHOLDERS' EQUITY Common Stock, Par Value $1 Per Share: Class A, Authorized 40,000,000 Shares; Issued and Outstanding 15,179,467 Shares in 1994, 15,120,454 and 15,125,982 Shares in March and December, 1993, respectively 15,179 15,120 15,126 Class B, Authorized 4,000,000 Shares; Issued and Outstanding 1,804,800 Shares 1,805 1,805 1,805 Capital in Excess of Par Value 10,138 9,205 9,389 Retained Earnings 109,523 125,359 108,162 Accumulated Foreign Currency Translation Adjustment 79 (439) (323) 136,724 151,050 134,159 $177,966 $183,067 $178,994 A. T. CROSS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31 1994 1993 (Thousand of Dollars Except per Share Data) Net Sales $35,193 $36,475 Cost of Goods Sold 18,507 21,203 16,686 15,272 Selling, General and Administrative Expenses 13,296 12,575 Service and Distribution Costs 1,105 1,447 Research and Development Expenses 468 560 1,817 690 Interest and Other Income 587 726 Income from Continuing Operations Before Income Taxes 2,404 1,416 Income Taxes 1,043 471 Income from Continuing Operations 1,361 945 Loss from Discontinued Operations - (772) Net Income $ 1,361 $ 173 Income (Loss) Per Share: - Note B From Continuing Operations $0.08 $ 0.06 From Discontinued Operations - (0.05) Net Income Per Share $0.08 $ 0.01 See notes to condensed consolidated financial statements. A. T. CROSS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31 1994 1993 (Thousand of Dollars) Cash Provided By (Used In): Operating Activities: Net Cash Provided by Continuing Operations $14,157 $ 15,500 Net Cash Provided by Discontinued Operations - 908 Net Cash Provided By Operating Activities 14,157 16,408 Investing Activities: Additions to Property, Plant and Equipment (863) (1,801) Additional Acquisition Payment (69) (52) Purchase of Short-Term Investments (3,077) (23,629) Sale or Maturity of Short-Term Investments 13,508 20,811 Net Cash Provided By (Used In) Investing Activities 9,499 (4,671) Financing Activities: Cash Dividends Paid (2,709) (5,414) Other 62 109 Net Cash Used in Financing Activities (2,647) (5,305) Effect of Exchange Rate Changes on Cash and Cash Equivalents 75 (155) Increase in Cash and Cash Equivalents 21,084 6,277 Cash and Cash Equivalents at Beginning of Period 52,822 22,406 Cash and Cash Equivalents at End of Period $73,906 $ 28,683 See notes to condensed consolidated financial statements. A. T. CROSS COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 1994 NOTE A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In the first quarter of 1993, the Company used the gross profit method to determine approximately half of its interim inventories. Operating results for the three months ended March 31, 1994 are not necessarily indicative of the results that may be expected for the year ending December 31, 1994. The Company typically records its highest sales and earnings in the fourth quarter. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1993. NOTE B - Net Income Per Share Net income per share has been determined based upon the weighted average number of Class A and Class B common shares outstanding of 16,935,455 and 16,923,187 for the first quarter ended March 31, 1994 and 1993, respectively. Common stock equivalents related to outstanding stock options have not been included in the calculations of earnings per share because the result is not dilutive. NOTE C - Discontinued Operations On June 30, 1993, the Company completed the sale of the Mark Cross trademark and selected assets of its wholly owned subsidiary Mark Cross, Inc. and discontinued its retail business. The Company recorded a $772,000 after tax loss in the first quarter of 1993 in connection with this discontinued operation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Results of Operations Net sales for the first quarter ended March 31, 1994 decreased by $1.3 million or 3.5% from the first quarter of 1993. Domestic sales were 21.6% less than last year but foreign sales were 30.7% higher than 1993. Domestic sales, which include leather sales, were unfavorably affected by inventory reduction programs of certain major customers. The foreign sales increase is attributable in part to the introduction of the new wide-girth Townsend line and the positive impact this product has had on the traditional Century line. Foreign sales to the Far East markets were very strong as the over-stocked inventory condition that affected many of the company's foreign distributors has been brought under control and these customers are better prepared to replenish inventory levels. The gross profit margin for the first quarter of 1994 was 47.4%, as compared to 41.9% in 1993. The improvement in margins was largely the result of lower average costs this quarter as compared to 1993. These lower costs were the result of the manufacturing changes that were put in place over the last two years. Prices were not increased this year and are comparable to prices in the first quarter of last year. Selling, general and administrative expenses increased 5.7% to $13.3 million in the first quarter of 1994 as a result of planned increases in advertising expenditures in support of the expanded Townsend product line. Service and Distribution costs in the first quarter were 23.6% below the same period in 1993, partially due to timing but also indicative of the cost savings generated by consolidating the distribution function. Research and Development expenses were 16.4% lower than the first quarter of 1993 due to the timing of new product development projects this year as compared to last. Research and development costs for all of 1994 are expected to exceed 1993 by approximately 50%. The effective tax rate for the first quarter of 1994 was 43.4% as compared to 33.3% for the first quarter of last year. Changes in U.S. tax laws have caused an increase in the effective tax rate for the Company as income earned by the company's subsidiary in Ireland will now be taxed at the higher U.S. rate as compared to a 10% effective rate last year. The effective income tax rate differs from the U.S. statutory rate of 35% principally because of the effect of the limited benefits generated from certain foreign operations sustaining losses. Liquidity and Sources of Capital Cash, cash equivalents and short-term investments increased $10.7 million from December 31, 1993 to $81.8 million at March 31, 1994. Most of this increase, and the corresponding decrease in accounts receivable, resulted from cash collected in January 1994 from customers who took advantage of the 1993 promotion that allowed qualifying domestic customers to defer payments on their 1993 purchases. Cash available for domestic operations approximated $28.2 million while cash held off-shore approximated $53.6 million. The Company has available a $50 million line of credit with Fleet National Bank which provides an additional source of working capital on a short term basis. No funds were borrowed under this line in either the first quarter of 1994 or 1993. On April 28, 1994, the Board of Directors of the Company authorized the repurchase of up to 1,000,000 shares of its outstanding class A common stock, with the price and timing of purchases to be at the discretion of management. PART II. OTHER INFORMATION No reports have been filed on Form 8-K pursuant to item 6(b) and no other items are applicable for three months ended March 31, 1994. SIGNATURES Pursuant to the requirement 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 Date: May 11, 1994 By:JOHN E. BUCKLEY John E. Buckley Executive Vice President Chief Operating Officer Date: May 11, 1994 By: MICHAEL EL-HILLOW Michael El-Hillow Vice President, Finance, Treasurer Chief Financial Officer Page 6 -----END PRIVACY-ENHANCED MESSAGE-----