UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
November 14, 2013
Tandy Brands Accessories, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
0-18927 |
75-2349915 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3631 West Davis, Suite A Dallas, Texas 75211 |
|
(Address of principal executive offices and zip code) |
(214) 519-5200
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2013, the Company issued a press release announcing its financial results for its fiscal first quarter ended September 30, 2013. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release attached hereto as Exhibit 99.1 is deemed to be furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934.
Item 9.01(d) Exhibits
Exhibit 99.1 Press Release, dated November 14, 2013.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tandy Brands Accessories, Inc. |
||
Date: November 14, 2013 | By: | /s/ CHUCK TALLEY Chuck Talley Chief Financial Officer |
EXHIBIT 99.1
DALLAS, Nov. 14, 2013 (GLOBE NEWSWIRE) -- Tandy Brands Accessories, Inc. (Nasdaq:TBAC) today reported financial results for its first quarter ended September 30, 2013.
Net sales for the first quarter of fiscal 2014 were $19.9 million, a decrease of twenty three percent versus the prior year first quarter. Accessories segment net sales were $17.7 million for the first quarter, a decline of $2.3 million from the same quarter of fiscal 2013. The decline reported in the accessories segment net sales was a result of higher sales of exited product categories in the prior year and lower levels of replenishment orders by one of the Company's largest customers during the current year. Net sales for the gifts segment were $2.3 million for the first quarter of fiscal 2014, a decrease of $3.6 million over the prior year, primarily due to later timing of gifts shipments during the current year and higher sales of exited products in the prior year. The later timing was driven by delays in obtaining financing for holiday 2013 sales and certain retailers delaying deliveries.
First quarter fiscal 2014 gross margin as a percentage of net sales was 27.8 percent, compared to 31.6 percent in the first quarter of fiscal 2013. Accessories segment margins were 28.2 percent in the fiscal 2014 first quarter compared to 33.9 percent in the same quarter last year. The decline was due to increased material and freight costs in the current year and higher sales to close out customers, which were a result of the Company's prior year restructuring plan. Gifts segment gross margin was 24.4 percent, compared to 24.0 percent in the first quarter of fiscal 2013. The increase in gift gross margin percentage was driven by lower customer deductions and freight costs in the current year.
Total selling, general and administrative (SG&A) expenses of $5.1 million for the first quarter of fiscal 2014 were $3.8 million, or 42 percent, lower than the first quarter of fiscal 2013. SG&A as a percentage of net sales improved to 25.6 percent, down from 34.2 percent over the same period last year. The reductions were primarily due to decreased expenses such as compensation costs and variable selling and distribution costs.
"Our first quarter results reflect the cost savings and lower margins we expected as we continue to liquidate exited products in connection with our previously announced restructuring plan," said Roger Hemminghaus, Chief Executive Officer of Tandy Brands. "Furthermore, results for the quarter were impacted by delays in our Holiday 2013 deliveries of gifts products which resulted from closing our new credit facilities 60 days later than expected."
For the first quarter, the Company reported a net loss of $1.0 million, or $0.13 per diluted share, compared to a net loss of $1.3 million, or $0.18 per diluted share, in the prior year period. Adjusted net loss was $1.3 million, compared to an adjusted net loss of $1.2 million in the prior year period. Adjusted EBITDA improved by $0.6 million to $0.1 million adjusted EBITDA compared to an adjusted EBITDA loss of $0.5 million in the prior year period.
Financial Position
The Company ended the 2014 first quarter with $11.9 million in working capital, including $6.4 million of receivables, $31.0 million of inventories, and short-term borrowings of $18.3 million.
Net cash used for operating activities was $5.0 million lower than the prior year period primarily due to lower current year inventory and other assets due to later receipt of holiday 2013 gift inventory resulting from delays in obtaining financing. Net cash provided by financing activities was $4.7 million lower than the prior year period due to lower net borrowings under credit facilities due to receiving gift inventories later in the current year period.
The Company reported it was in violation of certain weekly availability covenants with its senior lender.
"In early October typhoon Fitow struck Northern China causing production delays in several gift factories which delayed production, receipt and shipments to our retailers by three to five weeks," said Hemminghaus. "As a consequence, our October shipments by week, as reset by our senior lender in the first amendment, were later than planned, triggering weekly covenant violations. At this time we are in discussions with our senior lender concerning the violations, but can provide no assurances as to the outcome of those discussions."
About Tandy Brands
Tandy Brands is a leading designer and marketer of branded men's, women's and children's accessories, including belts, gifts and small leather goods. Merchandise is marketed under various national as well as private brand names through all major retail distribution channels.
Safe Harbor Language
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company has based these forward-looking statements on its current expectations about future events, estimates and projections about the industry in which it operates. Forward-looking statements are not guarantees of future performance. Actual results may differ materially from those suggested by these forward-looking statements as a result of a number of known and unknown risks and uncertainties that are difficult to predict, including, without limitation, the Company's ability to successfully capitalize on its restructuring initiatives, the Company's ability to return to profitability, the Company's ability to service its debt, the Company's ability to comply with covenants contained in its financing arrangements, the current default under the Company's senior credit agreement, general economic and business conditions, competition in the accessories and gifts markets, acceptance of the Company's product offerings and designs, continued good relationships with suppliers, issues relating to distribution, the termination or non-renewal of any material licenses, the Company's ability to maintain proper inventory levels, and a significant decrease in business from or loss of any major customers or programs. Those and other risks are more fully described in the Company's filings with the Securities and Exchange Commission. The forward-looking statements included in this release are made only as of the date hereof. Except as required under federal securities laws and the rules and regulations of the United States Securities and Exchange Commission, the Company does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.
Tandy Brands Accessories, Inc. And Subsidiaries | ||
Unaudited Consolidated Statements Of Operations and Comprehensive Loss | ||
(in thousands except per share amounts) | ||
Three Months Ended | ||
September 30 | ||
2013 | 2012 | |
Net sales | $ 19,919 | $ 25,871 |
Cost of goods sold | 14,380 | 17,692 |
Gross margin | 5,539 | 8,179 |
Selling, general and administrative expenses | 5,093 | 8,854 |
Depreciation and amortization | 347 | 483 |
Total operating expenses | 5,440 | 9,337 |
Operating income (loss) | 99 | (1,158) |
Interest expense | (1,133) | (292) |
Other (expense) income | (6) | 36 |
Loss before income taxes | (1,040) | (1,414) |
Income tax benefit | (82) | (129) |
Net loss | $ (958) | $ (1,285) |
Other comprehensive income (loss): | ||
Currency translation adjustments | 86 | 229 |
Total comprehensive loss | $ (872) | $ (1,056) |
Loss per share: | ||
Basic | $ (0.13) | $ (0.18) |
Diluted | $ (0.13) | $ (0.18) |
Weighted average common shares outstanding: | ||
Basic | 7,161 | 7,134 |
Diluted | 7,161 | 7,134 |
Tandy Brands Accessories, Inc. And Subsidiaries | |||
Unaudited Consolidated Balance Sheets | |||
(in thousands) | |||
September 30 | June 30 | September 30 | |
2013 | 2013 | 2012 | |
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ 677 | $ 518 | $ 176 |
Accounts receivable, net | 6,407 | 4,605 | 11,703 |
Inventories, net | 31,048 | 21,361 | 49,943 |
Inventory deposits | 346 | 837 | 1,029 |
Other current assets | 2,177 | 1,757 | 3,093 |
Total current assets | 40,655 | 29,078 | 65,944 |
Property and equipment, net | 4,146 | 4,373 | 5,439 |
Other assets: | |||
Intangibles | 989 | 1,100 | 3,936 |
Other assets | 1,704 | 625 | 893 |
Total other assets | 2,693 | 1,725 | 4,829 |
$ 47,494 | $ 35,176 | $ 76,212 | |
Liabilities And Stockholders' Equity | |||
Current liabilities: | |||
Accounts payable | $ 6,725 | $ 9,294 | $18,907 |
Accrued compensation | 906 | 776 | 1,174 |
Accrued expenses | 1,655 | 2,204 | 1,623 |
Accrued restructuring charges | 1,105 | 2,086 | -- |
Senior credit facility and term loan | 15,097 | 9,058 | 24,380 |
Purchase order financing facility | 2,157 | -- | -- |
Notes payable - current | 1,072 | -- | -- |
Total current liabilities | 28,717 | 23,418 | 46,084 |
Other liabilities: | |||
Notes payable - non-current | 7,905 | -- | -- |
Other liabilities | 4,113 | 4,150 | 4,218 |
Total other liabilities | 12,018 | 4,150 | 4,218 |
Stockholders' equity: | |||
Preferred stock, $1.00 par value, 1,000 shares authorized, none issued | -- | -- | -- |
Common stock, $1.00 par value, 10,000 shares authorized, 7,162 shares, 7,130 shares and 7,134 shares issued and outstanding, respectively | 7,162 | 7,130 | 7,134 |
Additional paid-in capital | 34,132 | 34,141 | 34,148 |
Accumulated deficit | (36,105) | (35,147) | (17,255) |
Other comprehensive income | 1,570 | 1,484 | 1,883 |
Total stockholders' equity | 6,759 | 7,608 | 25,910 |
$ 47,494 | $ 35,176 | $ 76,212 |
Tandy Brands Accessories, Inc. And Subsidiaries | ||
Unaudited Consolidated Statements Of Cash Flows | ||
(in thousands) | ||
Three Months Ended | ||
September 30 | ||
2013 | 2012 | |
Cash flows used for operating activities: | ||
Net loss | $ (958) | $ (1,285) |
Adjustments to reconcile net loss to net | ||
cash used for operating activities: | ||
Deferred income taxes | 2 | (21) |
Doubtful accounts receivable provision | 2 | 10 |
Depreciation and amortization | 409 | 547 |
Stock compensation expense | 22 | 51 |
Amortization of debt costs | 136 | 31 |
Other | -- | (37) |
Changes in assets and liabilities: | ||
Accounts receivable | (1,792) | (4,626) |
Inventories | (9,641) | (21,075) |
Other assets | (1,621) | (381) |
Inventory deposits | 491 | 6,078 |
Accounts payable | 6,403 | 7,958 |
Accrued expenses and restructuring charges | (1,444) | (196) |
Net cash used for operating activities | (7,991) | (12,946) |
Cash flows used for investing activities: | ||
Purchases of property and equipment | (70) | (325) |
Sales of property and equipment | -- | 208 |
Net cash used for investing activities | (70) | (117) |
Cash flows provided by financing activities: | ||
Change in cash overdrafts | -- | 374 |
Borrowings under purchase order financing facility | 2,742 | -- |
Repayments under purchase order financing facility | (585) | -- |
Net borrowings under senior credit facility | 6,039 | 12,570 |
Net cash provided by financing activities | 8,196 | 12,944 |
Effect of exchange-rate changes on cash and cash equivalents | 24 | 78 |
Net increase (decrease) in cash and cash equivalents | 159 | (41) |
Cash and cash equivalents beginning of year | 518 | 217 |
Cash and cash equivalents end of period | $ 677 | $ 176 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of accounts payable to subordinated notes payable | $ 8,977 | $ -- |
Tandy Brands Accessories, Inc. And Subsidiaries
Unaudited Non-GAAP Disclosures
(in thousands except per share amounts)
Our adjusted EBITDA, a non-GAAP measurement, is defined as net income (loss) before interest, taxes, depreciation and amortization, investments in new licenses and other one-time items. Adjusted EBITDA is presented because we believe it provides useful information about our business activities and also is frequently used by securities analysts, investors, and other interested parties in evaluating a company's performance. Not all companies utilize identical calculations; therefore, our presentation of adjusted EBITDA may not be comparable to other identically titled measures of other companies. EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our results of operations as reported under U.S. generally accepted accounting principles ("GAAP"). The following table reconciles our GAAP net loss to the adjusted EBITDA disclosures.
Three Months Ended | ||
September 30 | ||
2013 | 2012 | |
Net loss | $ (958) | $ (1,285) |
Income taxes | (82) | (129) |
Interest expense | 1,133 | 292 |
Depreciation and amortization | 347 | 483 |
Other expense (income) | 6 | (36) |
Investment in new licenses | 84 | 95 |
Gain on licensing settlement | (524) | -- |
Severances and other restructuring costs | 61 | 71 |
Adjusted EBITDA (loss) | $ 67 | $ (509) |
We have provided our adjusted net loss disclosure, a non-GAAP measurement, as we believe it is important for our stakeholders to understand the impact of certain items on our statements of operations. The following table reconciles our GAAP net loss to the adjusted net loss disclosure.
Three Months Ended | ||
September 30 | ||
2013 | 2012 | |
Net loss | $ (958) | $ (1,285) |
Investment in new licenses | 84 | 95 |
Gain on licensing settlement | (524) | -- |
Severances and other restructuring costs | 61 | 71 |
Property sale gain | -- | (37) |
Adjusted net loss | $ (1,337) | $ (1,156) |
Common shares outstanding assuming dilution | 7,161 | 7,134 |
Adjusted net loss per common share assuming dilution | ($0.19) | ($0.16) |
CONTACT: Tandy Brands Accessories, Inc. Roger Hemminghaus Chief Executive Officer 214-519-5200 Investor Relations Chuck Talley Chief Financial Officer 214-519-5200