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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


 

FORM 10-Q

   

[x]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended

March 31, 2003

OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____________    to ____________

Commission file number

1-457

   

BULOVA CORPORATION

(Exact name of registrant as specified in its charter)

       
       

                           New York

   

     11-1719409

           (State or other jurisdiction of

   

(I.R.S. Employer

           incorporation or organization)

   

Identification No.)


ONE BULOVA AVENUE, WOODSIDE, NY

 

     11377-7874

      (Address of principal executive offices)

 

      (Zip code)

(718) 204-3300

(Registrant's telephone number, including area code)


NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes

       X       

 

No 

                 

           
           

   Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act ).

         

Yes  

                

No

      X       

 

                 Class                      

   

Outstanding at May 1, 2003

Common stock, $5 par value

   

                4,599,857 shares

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

1


                                                      BULOVA CORPORATION

                                           INDEX TO QUARTERLY REPORT ON
                                                   FORM 10-Q FILED WITH THE
                                    SECURITIES AND EXCHANGE COMMISSION


                                    For the quarterly period ended March 31, 2003


  Item

Part I. Financial Information

   Page

    No.  

 

    No.  

     

    1.

Financial Statements

 
 

  Consolidated Condensed Balance Sheets
    March 31, 2003 and December 31, 2002


     3

     
 

  Consolidated Condensed Statements of Income

 
 

    Three months ended March 31, 2003 and 2002

     4

     
 

  Consolidated Condensed Statements of Cash Flows

 
 

    Three months ended March 31, 2003 and 2002

     5

     
 

Notes to Consolidated Condensed Financial Statements

     6

     

    2.

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


     9

     

    4.

Controls and Procedures

   12

     
 

Part II. Other Information

 
     

    6.

Exhibits and Reports on Form 8-K

   12

     

2


 

                                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

BULOVA CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Amounts in thousands)

__________________________________________________________________________________

     
 

March 31,

December 31,

Assets

2003 

2002 

__________________________________________________________________________________

     

Current Assets:

   

   Cash and cash equivalents

$        11,372 

$           9,930 

   Short-term investments

398 

229 

   Accounts and notes receivable -- net

77,724 

87,483 

   Inventories, principally watches and clocks

66,022 

67,293 

   Prepaid expenses

1,488 

1,704 

   Deferred income taxes

11,567 

11,209 

__________________________________________________________________________________

      Total current assets

168,571 

177,848 

__________________________________________________________________________________

     

Property, plant and equipment-net

15,912 

16,257 

_________________________________________________________________________________

Other assets:

   

   Deferred income taxes

11,128 

11,448 

   Trademarks

4,983 

4,983 

   Other

791 

371 

__________________________________________________________________________________

      Total other assets

16,902 

16,802 

__________________________________________________________________________________

      Total assets

$       201,385 

$       210,907 

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

     

Liabilities and Shareholders' Equity

   
     

Current Liabilities:

   

   Accounts payable

$          2,977 

$        14,231 

   Accrued expenses

18,724 

22,672 

   Accrued federal and foreign income taxes

3,350 

787 

__________________________________________________________________________________

      Total current liabilities

25,051 

37,690 

_________________________________________________________________________________

Other Long-Term Liabilities:

   

   Postretirement benefits payable

26,774 

27,460 

   Pension benefits payable

2,329 

2,329 

_________________________________________________________________________________

      Total long-term liabilities

29,103 

29,789 

_________________________________________________________________________________

Shareholders' equity

147,231 

143,428 

__________________________________________________________________________________

      Total liabilities and shareholders' equity

$       201,385 

$       210,907

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

 

See accompanying Notes to Consolidated Condensed Financial Statements.


 

BULOVA CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

 

__________________________________________________________________________________

   
 

Three Months Ended

 

March 31,

__________________________________________________________________________________

 

2003 

2002  

__________________________________________________________________________________

     

Net sales

$          41,048 

$       31,670 

Cost of sales

20,907 

15,354 

__________________________________________________________________________________

   

Gross profit

20,141 

16,316 

Selling, general and administrative expenses

15,941 

14,304 

__________________________________________________________________________________

     

Operating income

4,200 

2,012 

Royalty income

34 

818 

Interest income -- net

17 

67 

Other income

20 

55 

__________________________________________________________________________________

     

Income before income taxes

4,271 

2,952 

Income tax expense

1,197 

1,332 

_________________________________________________________________________________

Net income

$           3,074 

$         1,620 

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

     

Net income per share

$             0.67 

$           0.35 

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

Weighted average number of shares outstanding (in thousands)

4,599 

4,599 

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

     

See accompanying Notes to Consolidated Condensed Financial Statements.

4


 

 

BULOVA CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

__________________________________________________________________________________

   
 

    Three Months Ended

 

      March 31,

__________________________________________________________________________________

 

2003 

2002 

__________________________________________________________________________________

     

Operating Activities:

   

Net income

$         3,074 

$        1,620 

Adjustments to reconcile net income to net cash

   

    provided by operating activities

693 

1,185 

Changes in assets and liabilities-net:

   

    Accounts and notes receivables

9,739 

21,498 

    Inventories

1,271 

4,025 

    Other assets

(420)

111 

    Accounts payable and accrued expenses

(15,202)

(9,905)

    Accrued federal and foreign income taxes

2,563 

395 

    Other long-term liabilities

43 

(393)

__________________________________________________________________________________

 

1,761 

18,536 

__________________________________________________________________________________

     

Investing Activities:

   
     

   Purchases of short-term investments

(398)

(14,890)

   Proceeds from sales of short-term investments

229 

 

   Purchases of property, plant and equipment

(150)

(108)

__________________________________________________________________________________

 

(319)

(14,998)

__________________________________________________________________________________

     

Net change in cash and cash equivalents

1,442 

3,538 

Cash and cash equivalents, beginning of period

9,930 

18,937 

__________________________________________________________________________________

     

Cash and cash equivalents, end of period

$        11,372 

$       22,475 

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


See accompanying Notes to Consolidated Condensed Financial Statements.

 5


 

BULOVA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 


1.

   See Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 27, 2003. There have been no changes in significant accounting policies since December 31, 2002.

   
 

   (a) Accounting Pronouncements -- In June of 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 applies to the accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to legal obligations associated with the retirement of a long-lived asset that results from the acquisition, construction, development and/or the normal operation of a long-lived assets, except for certain obligations of lessees. Adoption of this statement in January 2003 has not had a material impact on the Company's consolidated financial statements.

   

.

   In June of 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This statement also established that fair value is the objective for initial measurement of the liability. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

   
 

   In November of 2002, the FASB issued Interpretation No. ("FIN") 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others (an interpretation of SFAS No. 5, 57 and 107 and rescission of FIN No. 34)." FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions are required on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual period ending after December 15, 2002. The Company is not a party to any agreement in which it is a guarantor of i ndebtedness of others. Accordingly, this pronouncement is currently not applicable to the Company.

   
 

   In January of 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51." This Interpretation clarifies the application of ARB No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest. Prior to the issuance of this Interpretation, ARB No. 51 defined a controlling financial interest as ownership of a majority voting interest. FIN 46 requires an entity to consolidate a variable interest entity even though the entity does not, either directly or indirectly, own more than 50% of the outstanding voting shares. FIN No. 46 defines a variable interest entity as having one or both of the following characteristics (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties or (2) the equity investors lack one or m ore of the following (a) the direct or indirect ability to make decisions about the entity's activities through voting rights or similar rights, (b) the obligation to absorb the expected losses of the entity, if they occur, which makes it possible for the entity to finance its activities and (c) the right to receive the expected residual returns of the entity, if they occur, which is the compensation for the risk of absorbing the expected losses. The consolidation requirements of FIN 46 apply to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. However, certain of the disclosure requirements apply to financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company does not have any variable interest entities as defined in FIN 46. Accordingly, this pronouncement has no impact on the Company's consolidated finan cial statements.

 6


 

 

   (b) The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial information. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying consolidated condensed financial statements have not been audited, however, in the opinion of Management, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2003 and December 31, 2002 and the results of operations for the three months ended March 31, 2003 and 2002, and changes in cash flows for the three months ended March 31, 2003 and 2002.

   
 

   On April 30, 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company does not expect the adoption of this standard to have a material impact on its results of operations or financial position.

   
 

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

     

2.

   Under the tax allocation agreement between the Company and its parent, Loews Corporation ("Loews"), the Company has paid Loews approximately $1,500,000 and $918,000 for the three months ended March 31, 2003 and 2002, respectively.

   
 

See Note 2 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2002.

      

3.

   Loews provides administrative and managerial services for which the Company was charged $750,000 for each of the three month periods ended March 31, 2003 and 2002, respectively. This expense is included in selling, general and administrative expenses. The cost allocated to the Company is estimated to be the incremental cost incurred by Loews in providing these services to the Company.

 

4.

Geographic Information:

   
 

   The Company operates in a single industry segment, the distribution and sale of watches and clocks under the brand names of Bulova, Caravelle, Wittnauer and Accutron. Substantially all of the Company's sales are in the United States, Canada and Mexico. The Company recently established a subsidiary to distribute product throughout Europe, signed distribution agreements covering portions of South and Central America and Asia and entered into license agreements covering certain countries in the Far East. Revenues from these overseas operations were immaterial for the three months ended March 31, 2003. The Company evaluates performance based on operating earnings of the respective geographic area. The geographic distribution of the Company's operating results are summarized in the following tables:


 

United

     

Three Months Ended March 31, 2003

States

Canada

Mexico

Total

___________________________________________________________________________________

(In thousands)

       
           

Sales

$        39,082 

$         3,068 

$            964 

$       43,114 

Intercompany sales

(2,066)

   

(2,066)

___________________________________________________________________________________

Total net sales

$        37,016 

$         3,068 

$            964 

$       41,048 

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

           

Operating income

$          3,796 

$            216 

$            188 

$         4,200 

Royalty income

34 

   

34 

Interest income -- net

11 

 

17 

Other income (expense)

20 

(6)

20 

___________________________________________________________________________________

Income before income taxes

$          3,856 

$           221 

$            194 

$         4,271 

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

 7


 

Geographic Information -- Continued

       
   

United

     

Three Months Ended March 31, 2002

States

Canada

Mexico

Total

__________________________________________________________________________________

(In thousands)

       
           

Sales

$       28,938 

$         2,985 

$            771 

$         32,694 

Intercompany sales

(1,024)

   

(1,024)

__________________________________________________________________________________

Total net sales

$       27,914 

$         2,985 

$            771 

$        31,670 

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

           

Operating income

$         1,891 

$               54 

$              67 

$         2,012 

Royalty income

818 

   

818 

Interest income -- net

52 

15 

 

67 

Other income

54 

 

55 

__________________________________________________________________________________

Income before income taxes

$         2,815 

$              70 

$              67 

$         2,952 

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

5.  Shareholders' equity:

   
     
 

March 31,

December 31,

 

2003 

2002 

__________________________________________________________________________________

(In thousands)

   
       

Common stock

$         22,999 

$        22,999 

Additional paid-in capital

23,197 

23,197 

Retained earnings

104,568 

101,494 

Accumulated other comprehensive loss

(3,528)

(4,257)

__________________________________________________________________________________

Total

147,236 

143,433 

Less treasury stock, at cost

__________________________________________________________________________________

Total shareholders' equity

$       147,231 

$       143,428 

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

6.

   For the three months ended March 31, 2003 and 2002, comprehensive income totaled $3,803,000 and $1,590,000 respectively. Comprehensive income includes net income, foreign currency translation gains or losses, unrealized appreciation (depreciation) on marketable securities and pension liability adjustments.

   

7.

   During the third quarter of 2002 the Company received notice of potential additional environmental contaminates at two facilities formerly owned by the Company, and settled a claim related to contaminates at an offsite disposal location formerly used by the Company. These expenses have been accrued and provided for in 2002. At March 31, 2003, the environmental liability is approximately $644,000, which represents the Company's estimate of its remaining cost for the these properties. The Company will pay for these expenses as incurred from operations.

   

8.

   The Company maintains a reserve for costs that it estimates will be needed to cover future product warranty obligations for products sold. Estimates are based upon the Company's historical experience as well as current production techniques.

   
 

   The following represents the reconciliation for the warranty reserve for the periods presented:

        
 

March 31,

December 31,

 

2003 

2002 

_________________________________________________________________________________

(In thousands)

 

Beginning balance

$         445 

$          998 

Charges incurred

 

(553)

_________________________________________________________________________________

Ending balance

$         445 

$          445 

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

 8


 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of              Operations.                                                                                                               

 

CRITICAL ACCOUNTING ESTIMATES

 

   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and the related notes. Actual results could differ from those estimates.

      

   The consolidated condensed financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, applied on a consistent basis. The Company continually evaluates the accounting policies and estimates used to prepare the consolidated condensed financial statements. In general, management's estimates are based on historical experience, evaluation of current trends, information from third party professionals and various other assumptions that are believed to be reasonable under the known facts and circumstances.

 

   The accounting policies discussed below are considered by management to be critical to an understanding of the Company's financial statements as their application places the most significant demands on management's judgment. Due to the inherent uncertainties involved with this type of judgment, actual results could differ significantly from estimates and have a material adverse impact on the Company's results of operations, equity or financial position.

 

Allowance for Doubtful Accounts

 

   Sales are recognized upon shipment of products to customers since title passes upon shipment. Allowances for estimated uncollectible accounts, discounts, returns and allowances are provided when sales are recorded based upon historical experience and current trends. Management makes judgments, assumptions and estimates regarding the level of the allowance for doubtful accounts.

 

Inventory Reserve

 

   The Company has established a reserve for the valuation of inventory. The cost of inventory is determined on a first-in, first out basis. In determining the value of inventory, management considers sales history of the individual product, current consumer purchasing trends, secondary distribution channels as well as overall sales activity. Management makes judgments, assumptions and estimates regarding the level of the inventory reserve.

 

Warranty Reserve

 

   The Company maintains a reserve for costs that it estimates will be needed to cover future product warranty obligations for products sold during the year. This estimate is based upon the Company's historical experience as well as current production techniques. Management of the Company makes judgments, assumptions and estimates regarding the level of the warranty reserve.

 

Reserve for Environmental Matters

 

   The Company has established a reserve for the expected costs of remediation relating to environmental contaminates at various manufacturing facilities formerly owned by the Company. These estimates are periodically reviewed and adjusted to reflect the current remediation progress, estimates of required activity and other relevant factors including technological or regulatory changes.

 

Pension and Other Postretirement Benefits

 

   The Company's pension and other postretirement benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions provided by the Company to our actuaries, including the discount rate and expected long-term rate of return on plan assets. Management is required to consider current market conditions, including changes in interest rates, in making these assumptions. The expected long-term rate of return on pension plan assets is selected by taking into account historical trends, the expected duration of the projected benefit obligation for the plans, the asset mix of the plans, and known economic and market conditions at the time of valuation. Material changes in the Company's pension and postretirement benefit costs may occur in the future due to changes in these assumptions.

9


 

LIQUIDITY AND CAPITAL RESOURCES

 

   Net cash provided by operating activities was $1,761,000 for the three months ended March 31, 2003 as compared to net cash provided by operating activities of $18,536,000 for the same period in 2002. The decrease in net cash flow in 2003, as compared to the corresponding period of the prior year, is attributable to an increase in accounts receivable reflecting higher sales for the first quarter, a related increase in inventory to meet the increased sales levels, and cash expended on accounts payable and accrued expenses, partially offset by the increase in net income. The Company's inventory purchases increased for the three months ended March 31, 2003 to meet increased demand, principally from larger retailers, to replenish low inventory levels following a cautious selling season in 2002.

 

   The Company has no material commitments for capital expenditures as of March 31, 2003.

 

   As discussed below in Results of Operations, the Company's principal license agreement expired on December 31, 2002, and the Company has signed new distribution agreements for Poland, the Netherlands and Greece. Swiss operations commenced in January 2003. The operating results of the European operations are dependent upon economic conditions which, if weak, could negatively impact liquidity and future cash flows.

 

   The Company and Loews, which owns approximately 97% of the Company's common stock, have a credit agreement (the "Credit Agreement") which provides, under terms and conditions set forth therein, for unsecured loans to be made by Loews from time to time, in principal amounts aggregating up to $50,000,000. The Company has not utilized the Credit Agreement since 1995 and there are no amounts outstanding. The Company may require working capital advances under this agreement for financing line extensions for Wittnauer and the Harley Davidson licensed product discussed below, as well as the Company's international expansion efforts and operating needs.

 

RESULTS OF OPERATIONS

 

   Net sales increased $9,378,000 for the three months ended March 31, 2003, as compared to the prior year. The increase in net sales is attributable to a 26.5% increase in unit volume and a 5.0% increase in unit prices for the Company's watch brands, as well as higher clock unit volume of 16.8%, partially offset by lower average clock selling prices of 10.9% for the three months ended March 2003, as compared to the corresponding period of the prior year. The increase in sales is due to higher purchases, principally by larger retailers, to replenish their low inventory levels following a cautious selling season in 2002. Income before income taxes increased $1,319,000 for the three months ended March 31, 2003, as compared to the corresponding period of the prior year. This improvement is attributable to the increased net sales, partially offset by lower royalty income.

 

   The Company's overall gross margins are primarily affected by three major factors: sales mix, product pricing strategy and efficient procurement practices. Gross profit as a percentage of net sales for the three months ended March 31, 2003 was 49.1%, as compared to 51.5%, for the corresponding period of the prior year. This decrease is attributable to the sales mix within the brands, in conjunction with increased costs associated with the material sales and service departments.

 

   The Company's operating expenses as a percentage of net sales for the three months ended March 31, 2003 was 38.8% as compared to 45.2% for the corresponding prior year period. This decline is due to operating efficiencies and increased sales as compared to the corresponding period of the prior year.

      

   Royalty income has decreased by $784,000 for the three months ended March 31, 2003, as compared to the corresponding period of the prior year. Royalty income for the three months ended March 31, 2002 included the final minimum royalty payments received from the Company's principal Europe and Asian licensees. In anticipation of the expiration of the European license agreement on December 31, 2002, the Company established a Swiss subsidiary in the third quarter of 2002, Bulova Swiss SA, to handle sales and distribution throughout Europe. Bulova Swiss SA operations commenced in January 2003. The Company has signed new distribution agreements for Poland, the Netherlands and Greece. Royalty income is likely to continue to be lower in the future due to lower minimums and the Company's decision not to renew certain licensing arrangements overseas, but rather to focus on direct sales and distribution arrangements in most overseas countries.

     

   Interest income -- net decreased by $50,000 for the three months ended March 31, 2003, as compared to 2002, due to a lower level of invested assets and lower interest rates.

 10


 

 

Foreign Currency

 

   The Company imports most of its watch and clock products. During the first three months of 2003, approximately 3% of the Company's purchases were denominated in Japanese yen. The remaining purchases were primarily denominated in U.S. dollars for product acquired from vendors located in Europe, Hong Kong and other Asian countries. The Hong Kong dollar is pegged to the U.S. dollar and has not been subject to the fluctuations that have affected other Asian currencies. In the event that the peg between the two currencies is removed, currency fluctuations could have a material impact on the cost of those imported products which ultimately could have a negative impact on the Company's gross profit, operating income and cash flow. Foreign currency fluctuations have not had a material impact on results of operations for the three months ended March 31, 2003 and 2002. Future foreign currency fluctuations, however, could impact gross profit, income and cash flow.

    

Accounting Standards

 

   In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 applies to the accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to legal obligations associated with the retirement of a long-lived asset that results from the acquisition, construction, development and (or) the normal operation of a long-lived assets, except for certain obligations of lessees. Adoption of this statement in January 2003 has not had a material impact on the Company's consolidated financial statements.

      

   In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This statement also established that fair value is the objective for initial measurement of the liability. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect that the adoption of this standard to have a material impact on the Company's consolidated financial statements.

 

   On April 30, 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

      

Forward-Looking Statements

 

   When included in this Report, the words "believes," "expects," "intends," "anticipates," "estimates" and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in financial markets, significant changes in consumer spending patterns, competition in the Company's product areas, changes in foreign currency valuations in relation to the U.S. dollar, changes in foreign, political, social and economic conditions, the Company's ability to renew or find new licensees or distributors to replace those terminated in 2002, and various other matters, many of which are beyond the Company's control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaim s any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 11


 

 

 

Item 4. Controls and Procedures.

 

   The Company maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the federal securities laws, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under such laws is accumulated and communicated to the Company's management on a timely basis to allow decisions regarding required disclosure.

 

   The Company's principal executive officer and principal financial officer have conducted an evaluation of the Company's disclosure controls and procedures as of a date within 90 days prior to the date of this report. Based on this evaluation, the Company's principal executive officer and principal financial officer have each concluded that the Company's disclosure controls and procedures are adequate for their intended purpose.

 

   There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits and Reports on Form 8-K.

   

    (a)  Exhibits--

 

Description of Exhibit

Number

Certification dated May 12, 2003, by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)

99.1 

Certification dated May 12, 2003, by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)

99.2 

 

    (b)  Current reports on Form 8-K --

 

            None


SIGNATURES

 

   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BULOVA CORPORATION

(Registrant)

Dated:  May 12, 2003

By:

          /s/ John T. O'Reilly             

           JOHN T. O'REILLY

         Chief Financial Officer

     (Duly authorized officer and

       principal financial officer)

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CERTIFICATIONS

   

I, Herbert C. Hofmann, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Bulova Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


 
 
 
 
 

Date:  May 12, 2003

By:

          /s/ Herbert C. Hofmann          

 

             Herbert C. Hofmann

 

           Chief Executive Officer

 

13


 

CERTIFICATIONS

   

I, John T. O'Reilly, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Bulova Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


 
 
 
 

Date:  May 12, 2003

By:

            /s/ John T. O'Reilly             

 

                John T. O'Reilly

 

            Chief Financial Officer

14