UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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FORM 10-Q (Mark One) |
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the quarterly period ended March 29, 2003 or |
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[ |
] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from __________to __________ |
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Commission File Number 1-6720 A. T. CROSS COMPANY |
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Rhode Island |
05-0126220 |
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One Albion Road, Lincoln, Rhode Island |
02865 |
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Registrant's telephone number, including area code (401) 333-1200 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or |
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock as of March 29, 2003: |
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Class A common stock - |
13,386,034 shares |
PART I. FINANCIAL INFORMATION |
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ITEM 1. FINANCIAL STATEMENTS |
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A. T. CROSS COMPANY AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(THOUSANDS OF DOLLARS) |
MARCH 29, 2003 |
DECEMBER 28, 2002 |
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(UNAUDITED) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ 11,317 |
$ 9,145 |
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Short-term investments |
6,905 |
8,827 |
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Accounts receivable |
20,404 |
27,149 |
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Inventories: |
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Finished goods |
8,078 |
7,103 |
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Work in process |
5,141 |
4,530 |
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Raw materials |
2,340 |
1,852 |
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15,559 |
13,485 |
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Deferred income taxes |
4,345 |
4,345 |
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Other current assets |
4,963 |
4,801 |
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Total Current Assets |
63,493 |
67,752 |
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Property, Plant and Equipment |
127,343 |
126,472 |
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Less allowances for depreciation |
100,219 |
98,316 |
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27,124 |
28,156 |
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Goodwill |
3,944 |
3,944 |
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Deferred income taxes |
2,464 |
2,453 |
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Intangibles, net |
1,314 |
1,448 |
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Other assets |
1,391 |
1,387 |
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Total Assets |
$ 99,730 |
$ 105,140 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities |
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Note payable to bank |
$ - |
$ 1,000 |
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Accounts payable, accrued expenses and other liabilities |
14,239 |
17,618 |
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Accrued compensation and related taxes |
3,075 |
3,595 |
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Contributions payable to employee benefit plans |
6,560 |
6,313 |
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Restructuring liabilities |
1,426 |
1,380 |
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Income taxes payable |
404 |
45 |
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Total Current Liabilities |
25,704 |
29,951 |
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Accrued Warranty Costs |
1,887 |
1,888 |
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Commitments and Contingencies (Note I) |
- |
- |
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Shareholders' Equity |
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Common stock, par value $1 per share: |
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Class A - authorized 40,000,000 shares, |
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16,012,082 shares issued and 13,386,034 |
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shares outstanding at March 29, 2003, and |
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16,009,209 shares issued and 13,643,161 |
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shares outstanding at December 28, 2002 |
16,012 |
16,009 |
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Class B - authorized 4,000,000 shares, |
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1,804,800 shares issued and outstanding |
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at March 29, 2003 and December 28, 2002 |
1,805 |
1,805 |
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Additional paid-in capital |
15,702 |
15,688 |
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Unearned stock-based compensation |
( 13 |
) |
( 18 |
) |
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Retained earnings |
61,921 |
61,770 |
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Accumulated other comprehensive loss |
( 1,026 |
) |
( 1,058 |
) |
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94,401 |
94,196 |
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Treasury stock, at cost |
( 22,262 |
) |
( 20,895 |
) |
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Total Shareholders' Equity |
72,139 |
73,301 |
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Total Liabilities and Shareholders' Equity |
$ 99,730 |
$ 105,140 |
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See notes to condensed consolidated financial statements. |
A. T. CROSS COMPANY AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(UNAUDITED) |
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THREE MONTHS ENDED |
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(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) |
MARCH 29, 2003 |
MARCH 30, 2002 |
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Net sales |
$ 26,016 |
$ 27,480 |
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Cost of goods sold |
12,660 |
13,154 |
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Gross Profit |
13,356 |
14,326 |
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Selling, general and administrative expenses |
11,974 |
12,208 |
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Research and development expenses |
548 |
564 |
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Service and distribution costs |
685 |
718 |
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Operating Income |
149 |
836 |
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Interest and other |
83 |
93 |
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Income Before Income Taxes |
232 |
929 |
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Income tax expense |
81 |
325 |
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Net Income |
$ 151 |
$ 604 |
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Basic and Diluted Earnings Per Share |
$ 0.01 |
$ 0.04 |
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Weighted Average Shares Outstanding: |
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Denominator for basic earnings per share |
15,301 |
16,229 |
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Effect of dilutive securities |
45 |
210 |
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Denominator for diluted earnings per share |
15,346 |
16,439 |
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See notes to condensed consolidated financial statements. |
A. T. CROSS COMPANY AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(UNAUDITED) |
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THREE MONTHS ENDED |
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(THOUSANDS OF DOLLARS) |
MARCH 29, 2003 |
MARCH 30, 2002 |
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CASH PROVIDED BY (USED IN): |
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Operating Activities: |
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Net Income |
$ 151 |
$ 604 |
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Adjustments to reconcile net income to |
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net cash provided by operating activities: |
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Depreciation and amortization |
2,063 |
2,117 |
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Provision for bad debts |
72 |
57 |
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Deferred income taxes |
( 11 |
) |
8 |
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Provision for warranty costs |
113 |
102 |
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Unrealized loss on trading securities |
10 |
50 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
6,673 |
7,706 |
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Inventories |
( 2,075 |
) |
( 1,159 |
) |
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Other assets - net |
( 212 |
) |
635 |
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Accounts payable and other liabilities - net |
( 3,288 |
) |
( 4,886 |
) |
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Warranty costs paid |
( 114 |
) |
( 103 |
) |
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Restructuring charges paid |
- |
( 316 |
) |
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Foreign currency transaction loss (gain) |
35 |
( 66 |
) |
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Net Cash Provided by Operating Activities |
3,417 |
4,749 |
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Investing Activities: |
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Purchase of short-term investments |
( 2,939 |
) |
( 4,175 |
) |
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Sale or maturity of short-term investments |
4,851 |
4,095 |
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Additions to property, plant and equipment |
( 849 |
) |
( 1,167 |
) |
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Net Cash Provided by (Used in) Investing Activities |
1,063 |
( 1,247 |
) |
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Financing Activities: |
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Purchase of treasury stock |
( 1,367 |
) |
( 1,541 |
) |
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Repayment of bank borrowings |
( 1,000 |
) |
- |
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Proceeds from sale of class A common stock |
17 |
79 |
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Net Cash Used in Financing Activities |
( 2,350 |
) |
( 1,462 |
) |
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Effect of exchange rate changes on cash and cash equivalents |
42 |
( 58 |
) |
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Increase in Cash and Cash Equivalents |
2,172 |
1,982 |
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Cash and cash equivalents at beginning of period |
9,145 |
12,651 |
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Cash and Cash Equivalents at End of Period |
$ 11,317 |
$ 14,633 |
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See notes to condensed consolidated financial statements. |
A. T. CROSS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 29, 2003
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 29, 2003 are not necessarily indicative of the results that may be expected for the twelve months ending January 3, 2004. The Company has historically recorded its highest sales in the fourth quarter. Certain prior year amounts have been reclassified in order to conform to the current year presentation. 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 28, 2002.
NOTE B - Restructuring Charges
In 2000, the Company's Board of Directors approved a plan to restructure the Company's domestic and international writing instrument operations. As part of this restructuring plan, the Company consolidated all writing instrument manufacturing and distribution at its headquarters in Lincoln, Rhode Island, closed its Irish facility and reorganized its European operations. There was no change to the estimated expenses related to the restructuring plan in 2003.
The following is a tabular presentation of the restructuring liabilities:
(THOUSANDS OF DOLLARS) |
SEVERANCE |
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& RELATED |
CONTRACTUAL |
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EXPENSES |
OBLIGATIONS |
TOTAL |
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Balances at December 28, 2002 |
$ 71 |
$ 1,309 |
$ 1,380 |
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Foreign exchange effects |
3 |
43 |
46 |
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Balances at March 29, 2003 |
$ 74 |
$ 1,352 |
$ 1,426 |
NOTE C - Comprehensive Income
Comprehensive income for the three months ended March 29, 2003 and March 30, 2002 follows:
(THOUSANDS OF DOLLARS) |
THREE MONTHS ENDED |
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MARCH 29, 2003 |
MARCH 30, 2002 |
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Net Income |
$ 151 |
$ 604 |
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Other Comprehensive Income (Loss) (Net of Tax): |
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Unrealized gain on investment |
- |
6 |
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Foreign currency translation adjustments |
32 |
( 102 |
) |
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Comprehensive Income |
$ 183 |
$ 508 |
NOTE D - Stock Option Accounting
The Company has elected to account for stock options in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," which uses the intrinsic value method of accounting. Accordingly, the Company has not recognized compensation expense for the fair value of its stock-based awards in its condensed consolidated statements of operations. The following table reflects pro forma net income and earnings per share had the Company elected to record expense for employee stock options under Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation."
(THOUSANDS OF DOLLARS) |
THREE MONTHS ENDED |
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MARCH 29, 2003 |
MARCH 30, 2002 |
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Net income, as reported |
$ 151 |
$ 604 |
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Deduct: Total stock-based employee compensation |
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expense as determined under the fair value based |
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method for all awards, net of related tax effects |
( 186 |
) |
( 175 |
) |
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Pro forma net (loss) income |
$ ( 35 |
) |
$ 429 |
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Earnings (loss) per share: |
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Basic and diluted - as reported |
$ 0.01 |
$ 0.04 |
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Basic and diluted - pro forma |
$ 0.00 |
$ 0.03 |
NOTE E - Line of Credit
The Company maintains a $25 million unsecured line of credit with a bank. The agreement requires the Company to meet certain liquidity levels and covenants. The most restrictive covenant is to maintain a consolidated cash, cash equivalents and short-term investments balance of not less than $15 million at the end of each quarter. There is also a restriction on the Company's ability to grant a security interest in its assets. Any amounts borrowed under this agreement are payable on demand. Under this agreement, the Company has the option to borrow either at the bank's prime lending rate or at one percent per annum in excess of the London Interbank Offering Rate. This agreement is cancelable at any time by the Company or the bank. There was no amount outstanding at March 29, 2003.
NOTE F - Goodwill and Other Intangible Assets
The Company accounts for intangible assets, including goodwill, under SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill is tested for impairment annually or when an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, and write downs may be necessary. At March 29, 2003, the carrying value of goodwill was approximately $3.9 million.
Other intangibles consisted of the following:
(THOUSANDS OF DOLLARS) |
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MARCH 29, 2003 |
DECEMBER 28, 2002 |
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GROSS |
OTHER |
GROSS |
OTHER |
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CARRYING |
ACCUMULATED |
INTANGIBLES, |
CARRYING |
ACCUMULATED |
INTANGIBLES, |
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AMOUNT |
AMORTIZATION |
NET |
AMOUNT |
AMORTIZATION |
NET |
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Trademarks |
$ 6,845 |
$ 5,996 |
$ 849 |
$ 6,842 |
$ 5,875 |
$ 967 |
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Patents |
2,183 |
1,718 |
465 |
2,139 |
1,658 |
481 |
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Other Intangibles |
$ 9,028 |
$ 7,714 |
$ 1,314 |
$ 8,981 |
$ 7,533 |
$ 1,448 |
NOTE G - New Accounting Pronouncements
In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," and nullified Emerging Issues Task Force ("EITF") Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas EITF No 94-3 had recognized the liability at the commitment date to an exit plan. The Company adopted this statement effective January 1, 2003. The adoption of this statement will only have an impact on the accounting for exit or disposal activities initiated after December 31, 2002.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation - Transition and Disclosure." SFAS No. 148 is an amendment of SFAS No. 123, "Accounting for Stock Based Compensation," and APB Opinion No. 28, "Interim Financial Reporting." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements. The Company is reviewing SFAS No. 148 and has not yet made a decision on the adoption of the fair value method of recording stock options. The Company has adopted the disclosure requirements of SFAS No. 148.
NOTE H - Stock Repurchase Plan
In fiscal 2001, the Company's Board of Directors authorized the repurchase of up to 10% of the Company's outstanding Class A common stock. This plan was completed in October 2002. A total of 1,499,967 shares were purchased under this plan for approximately $10.2 million at an average price per share of $6.78.
On October 23, 2002, the Company's Board of Directors authorized a new plan to repurchase up to an additional 10% of the outstanding Class A common stock. Under this new plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At December 28, 2002, the Company had repurchased 180,000 shares under this new plan for approximately $1.1 million at an average price per share of $6.09. In the first quarter of 2003, the Company repurchased 260,000 shares for approximately $1.4 million at an average price per share of $5.25.
Repurchased shares will be held as treasury stock and will be available for general corporate purposes including but not limited to employee benefit plans, strategic acquisitions and alliances.
NOTE I - 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.
On June 30, 2000, the Company filed a Motion to Dismiss the action in the United States District Court in Rhode Island. The United States District Court for the District of Rhode Island granted the Company's Motion to Dismiss in June 2001. In July 2001, the Plaintiff filed an appeal with the First Circuit Court of Appeals. The appeal was before the First Circuit Court of Appeals. Oral argument was held February 8, 2002.
On March 20, 2002, the Court of Appeals for the First Circuit issued a judgment affirming the dismissal of all claims asserted against the W. Russell Boss Jr. Trust A, W. Russell Boss Jr. Trust B and W. Russell Boss Jr. Trust C and reversing the District Court's dismissal of the Section 10(b) and 20(a) claims asserted against the Company and the named individual defendants. The Court of Appeals' ruling was limited to a finding that the plaintiff's complaint had satisfied the pleading requirements of the Private Securities Litigation Reform Act of 1995; the Court did not opine on the merits of plaintiff's claims. The Company maintains that the claims are without merit and continues to vigorously defend the litigation.
In 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 at several sites 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 DEM has accepted these remediation proposals, and remediation activities began in 2001. Remediation activities are ongoing and have resulted in a reduction in contamination in the groundwater.
In 2000, the Company was advised by its environmental consultant that elevated levels of certain contaminants were found in soil and groundwater at the Company's Irish facility. These conditions were reported to the regulatory authorities in Ireland. A proposed remediation program was developed and submitted to the Irish EPA in 2001. This program was approved by the Irish EPA in the second quarter of 2002 and implementation is ongoing. Results will be subject to Irish EPA approval.
In June 2002 the United States EPA served the Company with a Notice of Potential Liability and Request for Information regarding the J.M. Mills Landfill, which is part of the Peterson/Puritan Superfund site in Cumberland, Rhode Island. The Notice also requests that the Company pay past and future costs associated with the site. To date, approximately sixty entities have received Notice Letters from the EPA relative to the site. The Company filed its response in October 2002.
The Company is also named as one of approximately sixty defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill site. These complaints allege that the Company is liable under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") for contribution for past and future costs incurred at the site. Past and future costs (excluding the required remedy) are estimated at $3 million to $5 million. No discovery has been taken to date.
The Company is involved in various litigation and legal matters that have arisen in the ordinary course of business. To its knowledge, management believes that the ultimate resolution of any existing matter will not have a material adverse effect on the Company's consolidated financial position or results of operations.
NOTE J - Subsequent Event
On April 22, 2003, the Company completed the acquisition of Costa Del Mar Sunglasses, Inc. ("Costa Del Mar"), a designer, manufacturer and wholesaler of high quality, high-performance polarized sunglasses. Costa Del Mar was a privately held company founded in Florida in 1983.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations First Quarter 2003 Compared to First Quarter 2002
Net sales for the first quarter of 2003 were $26 million, a decrease of 5.3% compared to $27.5 million in the first quarter of 2002. Domestic writing instrument sales declined 8%, and international writing instrument sales were 3.1% lower than the comparable 2002 period. OEM sales of both writing instruments and digital pens were 5.6% lower than the first quarter of 2002.
Revenue in the Americas region declined 7.7% to $12.9 million due primarily to a 12.2% decline in the retail division. Retail sales were adversely affected by declines in the domestic carriage trade, warehouse club and office supply channels. Somewhat offsetting the decline in retail was an 8.1% improvement in the corporate gift division.
The Europe, Middle East and Africa ("EMEA") region sales of $6.9 million declined 2.4% compared to the first quarter of 2002. Foreign currency translation favorably impacted sales by approximately 12 percentage points ("PP"). The EMEA region was adversely affected by the war in Iraq as first quarter revenue in the Middle East markets declined 32% from the prior year period.
Sales in the Asian markets of $4.7 million were 2.7% lower in the first quarter of 2003 compared to the same period of 2002, as the SARS virus began to impact both retail and duty free consumers in Asia. This region recorded sales growth in the first two months of the quarter, followed by a 15% decline in March. Foreign currency translation favorably impacted sales by approximately 6PP.
OEM revenue declined 5.6% as compared to last year's first quarter. OEM revenue from traditional writing instruments declined 48% to $871,000 as there was a large order for the Omni by Cross product in the first quarter of last year that was not repeated in the first quarter of 2003. Somewhat offsetting this was $756,000 of digital pen revenue for the Compaq Tablet PC product.
Gross margin of 51.3% was 0.8PP less than last year's first quarter margin of 52.1%, due to the consolidated revenue decline and the effect of product mix.
SG&A expenses of approximately $12 million were 1.9% less than last year. Included in the 2003 first quarter operating expenses was approximately $300,000 for expenses related to closing the Company's sales and marketing office in Ireland and consolidating this operation into the existing U.K. subsidiary. This consolidation makes it more cost efficient to service the Irish market from our largest European subsidiary.
The effective tax rate for the quarter was 35%, equal to the tax rate in the first quarter of 2002.
Liquidity and Sources of Capital
Cash, cash equivalents and short-term investments ("cash") increased approximately $250,000 from December 28, 2002 to $18.2 million at March 29, 2003. Cash available for domestic operations approximated $5 million, while cash held offshore approximated $13.2 million at March 29, 2003. In 1999, the Company determined that approximately $15 million in undistributed foreign earnings were no longer considered 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 March 29, 2003, approximately $13 million of these earnings had been repatriated to the United States. 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 growth of business outside of the United States; hence, no additional deferred taxes were recorded during the first three months of 2003.
Accounts receivable decreased since the end of 2002 by approximately $6.7 million to $20.4 million, primarily due to cash collected in January 2003 from customers who took advantage of the Company's 2002 extended dating program. This program allowed domestic customers to defer payments on certain 2002 purchases to 2003. This program was similar to holiday season extended dating programs that have been offered in prior years.
Inventory was $15.6 million at March 29, 2003, an increase of $2.1 million since December 28, 2002. This increase was due, in part, to the impact of business accessories inventory for the 2003 first quarter launch.
As part of the Company's restructuring plan, its Irish facility was closed in 2001 and placed for sale. Accordingly, the net book value of this facility, approximately $1.0 million, is included in other assets as an asset held for sale. A purchase and sale agreement has been signed for the sale of this property. Management believes the closing will occur late in May 2003.
The Company currently has available a $25 million unsecured line of credit with a bank that provides an additional source of working capital on a short-term basis. At March 29, 2003 and March 30, 2002, there were no amounts outstanding under this line.
The Company financed the acquisition of Costa Del Mar utilizing its short-term line of credit and is currently negotiating to secure long-term debt financing. The Company believes that it will be successful in these negotiations and that it will generate sufficient cash flow to service and payoff the long-term debt.
In the first three months of 2003, no restructuring charges were paid. Total cash payments to date through March 29, 2003, related to the restructuring plan, approximated $14 million. The remaining approximate $1.4 million cash obligation for restructuring is expected to be paid in 2003. The total cash portion of the restructuring is expected to approximate $15.4 million.
On October 23, 2002, the Company's Board of Directors authorized a plan to repurchase up to 10% of the outstanding Class A common stock. Under this plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At December 28, 2002, the Company had repurchased 180,000 shares under this plan for approximately $1.1 million at an average price per share of $6.09. In the first quarter of 2003, the Company repurchased 260,000 shares for approximately $1.4 million at an average price per share of $5.25. Subsequent to March 29, 2003, up to the date of this filing, the Company repurchased an additional 100,000 shares of stock for approximately $500,000.
The Company believes that existing cash, funds from operations and funds from the potential sale of its Irish facility, supplemented, as appropriate, by the Company's short-term borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements, the remaining requirements of the restructuring plan and the stock repurchase plan. Should operating cash flows in 2003 not materialize as projected, the Company has a number of alternatives to ensure that it will have sufficient cash to meet its operating needs. These alternatives include implementation of strict cost controls on discretionary spending, delaying non-critical research and development and capital projects and delaying the completion of the stock repurchase plan.
New Accounting Pronouncements
For a description of new accounting pronouncements that affect the Company and the status of the Company's implementation thereof, see Note F "New Accounting Pronouncements" to the Company's condensed consolidated financial statements in Item 1 of this Form 10-Q Quarterly Report. None are expected to have a material impact on the Company's consolidated financial position or results of operations.
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, including but not limited to statements related to new products; alternative methods of bringing product to market; anticipated compliance with laws and regulations (including but not limited to environmental laws); anticipated increases in healthcare and other employee benefit plan costs; anticipated availability of the unsecured line of credit; anticipated sufficiency of available working capital; the anticipated level of research and development costs; and the expectation that unremitted foreign earnings for which taxes have not been provided will continue to be permanently invested. The Company cautions that a number of important factors could cause t he Company's actual results for fiscal 2003 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements contain a number of risks and uncertainties, including, but not limited to, risks associated with the uncertainty of the domestic and foreign economies, the political uncertainty of certain foreign markets in which the Company operates, the uncertainty related to litigation, customer and consumer acceptance of the Company's new and existing product lines, and new distribution. See the Company's Form 10-K for a more detailed discussion of certain of these factors. The Company cannot assure that it will be able to anticipate or respond timely to changes which could adversely affect its operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuatio ns in the price of the Company's common stock. The Company undertakes no obligation to correct or update any forward-looking statements for any reason.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to the Company's annual report on Form 10-K for the twelve month period ended December 28, 2002 for a complete discussion of the Company's market risk. There have been no material changes to the market risk information included in the Company's 2002 annual report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within ninety days prior to the filing date of this quarterly report, have concluded that, based on such evaluation, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.
(b) Changes in Internal Controls. 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, nor were there any significant deficiencies or material weaknesses in the Company's internal controls. Accordingly, no corrective actions were required or undertaken.
PART II. OTHER INFORMATION
ITEM 1. 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 PCG 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.
On June 30, 2000, the Company filed a Motion to Dismiss the action in the United States District Court in Rhode Island. The United States District Court for the District of Rhode Island granted the Company's Motion to Dismiss in June 2001. In July 2001, the Plaintiff filed an appeal with the First Circuit Court of Appeals. The appeal was before the First Circuit Court of Appeals. Oral argument was held February 8, 2002.
On March 20, 2002, the Court of Appeals for the First Circuit issued a judgment affirming the dismissal of all claims asserted against the W. Russell Boss Jr. Trust A, W. Russell Boss Jr. Trust B and W. Russell Boss Jr. Trust C and reversing the District Court's dismissal of the Section 10(b) and 20(a) claims asserted against the Company and the named individual defendants. The Court of Appeals' ruling was limited to a finding that the plaintiff's complaint had satisfied the pleading requirements of the Private Securities Litigation Reform Act of 1995; the Court did not opine on the merits of plaintiff's claims. The Company maintains that the claims are without merit and will continue to vigorously contest the litigation.
In 2000, the Company was advised by its environmental consultant 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. A proposed remediation program was developed and submitted to the Irish Environmental Protection Agency ("EPA") in 2001. This program was approved by the Irish EPA in the second quarter of 2002 and implementation is ongoing. Results will be subject to Irish EPA approval.
In June 2002 the United States EPA served the Company with a Notice of Potential Liability and Request for Information regarding the J.M. Mills Landfill, which is part of the Peterson/Puritan Superfund site in Cumberland, Rhode Island. The Notice also requests that the Company pay past and future costs associated with the site. To date, approximately sixty entities have received Notice Letters from the EPA relative to the site. The Company filed its response in October 2002.
The Company is also named as one of approximately sixty defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill site. These complaints allege that the Company is liable under CERCLA for contribution for past and future costs incurred at the site. Past and future costs, excluding the required remedy, are estimated at $3 million to $5 million. No discovery has been taken to date.
No other legal proceedings are pending by or against the Company or any of its subsidiaries, which, in management's opinion, would have a material impact on the Company's consolidated financial position or results of operations.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 99 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period covered by this report.
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 |
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Date: May 9, 2003 |
By: DAVID G. WHALEN |
Date: May 9, 2003 |
By: JOHN T. RUGGIERI |
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David G. Whalen, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company; |
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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; |
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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; |
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4. |
The registrant's other certifying officer 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: |
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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; |
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b) |
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within ninety days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
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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; |
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent function): |
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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 |
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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 |
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6. |
The registrant's other certifying officer 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.
|
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Date: May 9, 2003 |
DAVID G. WHALEN |
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David G. Whalen |
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President and Chief Executive Officer |
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John T. Ruggieri, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company; |
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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; |
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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; |
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4. |
The registrant's other certifying officer 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; |
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b) |
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within ninety days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
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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; |
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the Audit Committee of the 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 |
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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 |
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6. |
The registrant's other certifying officer 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.
|
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Date: May 9, 2003 |
JOHN T. RUGGIERI |
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John T. Ruggieri |
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Chief Financial Officer |