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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the transition period from __________to __________
Commission File Number 1-6720
A. T. CROSS COMPANY
(Exact name of registrant as specified in its charter)
Rhode Island 05-0126220
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Albion Road, Lincoln, Rhode Island 02865
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 333-1200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered:
Class A Common Stock ($1. Par Value) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1998:
Class A common stock - $139,713,000
(For this purpose all directors have been treated as affiliates).
The number of shares outstanding of each of the issuer's classes of common
stock as of February 28, 1998:
Class A common stock - 14,703,513 shares
Class B common stock - 1,804,800 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended December
31, 1997 are incorporated by reference into Parts I, II and IV. Portions
of the definitive proxy statement for the 1998 annual meeting of
shareholders are incorporated by reference into Parts I and III.
PART I
Item 1. BUSINESS
A. T. Cross Company (the "registrant") currently operates predominantly in
one business segment, the manufacture and sale of high quality writing
instruments.
Recent Developments:
In July 1996, the Company established the Pen Computing Group (PCG) to
develop and market new pen-based products that facilitate electronic
communications. In conjunction with leading high technology companies, PCG
is developing products that combine the functionality and aesthetic
qualities of Cross' quality writing instruments with state of the art
technology.
In addition, in order to test the transferability of the Cross brand to
other high quality gift and self purchase products, the Company has
developed a line of Swiss-made Cross timepieces which it began to sell on a
limited basis in 1997.
The contract between the Company's Manetti-Farrow subsidiary and Fendi
Diffusione whereby the Company distributed Fendi leather products in the
United States, expired on December 31, 1997. In June 1997, the Company and
Fendi agreed that the distribution agreement would not be renewed and,
consequently, the Company decided to discontinue the distribution of
quality leather goods and accessory products and to wind-down operations of
its Manetti-Farrow subsidiary.
Business:
The registrant manufactures fine writing instruments consisting of ball-
point and fountain pens, Selectip rolling ball pens (which also accommodate
a porous point refill), mechanical pencils, desk sets and ball-point
refills. The registrant's writing instruments are offered in a variety of
styles and materials, including the traditional, narrow girth Century line,
the wider girth Townsend line, and the fluted barrel Metropolis line, all
fabricated primarily in metal, the Solo and Solo Classic lines, fabricated
in resin, and the new Pinnacle line, also fabricated primarily in metal,
which was introduced in the United States in 1997. The registrant also
markets certain writing instrument accessories. The registrant continues
to be a leader in the United States in fine writing instruments priced from
$10 to $50. Products in this price range include Century, Solo, Solo
Classic and Metropolis. The Townsend and Pinnacle lines have given the
registrant a notable presence in the $55 to $250 price range of products.
The registrant emphasizes styling, craftsmanship and quality control in the
design and production of its products. All of the registrant's writing
instruments carry a full warranty of unlimited duration against mechanical
failure. The registrant's writing instruments are packaged and sold as
individual units or in matching sets. The registrant also sells single and
double unit desk sets with bases made of various materials such as onyx,
marble and wood.
The registrant's writing instrument products are sold throughout the United
States by approximately 30 manufacturer's agents or representatives to
about 6,600 active retail and wholesale accounts. Retail accounts include
gift stores, department stores, jewelers, stationery and office supply
stores, mass merchandisers and catalogue showrooms. The wholesale accounts
distribute the registrant's products to retail outlets which purchase in
smaller quantities.
Advertising specialty representatives market the registrant's writing
instruments in the United States to business and industry. Typically, such
products are engraved or carry the purchaser's name or emblem and are used
for gifts, sales promotions, incentive purposes or advertising. The
registrant also sells its products to United States military post
exchanges, service centers and central buying operations.
Sales of the registrant's writing instrument products outside the United
States during 1997 were made by the registrant and by its wholly-owned
subsidiaries to foreign distributors and to retailers in Canada, Latin
America, Europe, Africa, the Middle East, Asia, and Japan.
The registrant also manufactures, markets and sells pen-based computer
products through its Pen Computing Group (PCG) in the United States. These
pen-based products are used to facilitate electronic communication via the
use of a special patented refill in a Cross pen (DigitalWriter) with a
personal digital assistant, or as an alternative to the traditional mouse
input device for use with a personal computer (iPen).
Raw Materials:
Most raw materials for production of writing instruments in the United
States are obtained domestically. Some desk set base materials, some
fountain pen nibs and front sections, certain finished caps and barrels,
and some lacquer coating of metal shells are imported from Germany and
France. Complete pencil mechanisms, some porous point refill components
and leads, resin caps and barrels and some fountain pen nibs and front
sections are imported from Japan. Raw materials for production of writing
instruments in Ireland are obtained largely from Ireland, Germany, Japan
and the United States. Raw materials for the production of PCG products in
the United States are obtained largely from the United States and China.
Patents and Trademarks:
The registrant, directly and through its subsidiaries, has certain writing
instrument and PCG trademark registrations, and pending trademark
applications, in the United States and many foreign countries, including
but not limited to, its principal trademark "CROSS" and the frustoconical
top of its writing instruments. The principal trademark "CROSS" is of
fundamental importance to the business. The registrant holds certain
United States and foreign writing instrument patents, and/or has filed U.S.
and foreign patent applications, covering its desk set units, Townsend
series writing instruments, Solo and Solo Classic series writing
instruments, Metropolis series writing instruments, Signature series
writing instruments, Pinnacle series writing instruments, fountain pens,
mechanical pencil mechanisms, and ball-point pen mechanisms. The registrant
also holds certain United States patents, and has filed United States and
foreign patent applications, covering certain of its PCG pen-based computer
products. While the registrant pursues a practice of seeking patent
protection for novel inventions or designs, the Company's business is not
significantly dependent upon obtaining and maintaining patents.
In 1993, the registrant sold its Mark Cross trademark and selected assets
of its wholly-owned subsidiary, Mark Cross, Inc. and discontinued its Mark
Cross retail business. However, under the terms of that sale, the
registrant retained the right to use the CROSS trademark in certain non-
writing instruments categories, without challenge by the purchaser of the
Mark Cross trademark.
Seasonal Business:
Retail demand for the registrant's writing instrument products is
traditionally highest immediately prior to Christmas and other gift-giving
occasions. However, seasonal fluctuations have not materially affected
continuous production of writing instrument products. The Company
historically has generated approximately one third of its annual sales in
the fourth quarter.
Working Capital Requirements:
Inventory balances tend to be highest in anticipation of new product
launches and just before peak selling seasons. Production for some
products which have longer lead times or for which production capacity is
limited is proportionately greater earlier in the year, and inventory
balances are relatively higher, to assure adequate supply is available for
the peak selling season. The registrant has offered in the past, and may
offer in the future, extended payment terms to domestic customers at
certain points during the year, usually September through November. See
the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of the registrant's annual report to
shareholders for the year ended December 31, 1997 (filed herewith as
Exhibit 13 and hereinafter referred to as the "1997 Annual Report"), which
section is incorporated by reference herein.
Customers:
The registrant is not dependent for a material part of its business upon
any single customer.
Backlog of Orders:
The backlog of orders is not a significant factor in the registrant's
business.
Government Contracts:
Sales of the registrant's writing instrument products are made to military
post exchanges and service centers, but no contracts are entered into which
are subject to renegotiation or termination by the United States
Government.
Competition:
The writing instrument field is highly competitive. In particular,
competition is strong with respect to product quality and brand
recognition. There are numerous manufacturers of ball-point, roller-ball
and fountain pens and mechanical pencils in the United States and abroad.
Many of such manufacturers produce lower priced writing instruments than
those produced by the registrant. Although the registrant is a major
producer of ball-point, roller-ball and fountain pens and mechanical
pencils in the $10 to $50 price range, other writing instrument companies
have significantly higher sales volumes from a broader product line across
a wider range of prices or have greater resources as divisions of larger
corporations. See also the "New Products" and the "Technological Change"
sections of the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the registrant's annual
report to shareholders for the year ended December 31, 1997 (filed herewith
as Exhibit 13 and hereinafter referred to as the "1997 Annual Report"),
which section is incorporated by reference herein.
Research and Development:
The registrant had expenditures for research and development of new
products and improvement of existing products of approximately $3,367,000
in 1997, $2,877,000 in 1996, and $2,991,000 in 1995.
Environment:
The registrant believes it is in substantial compliance with all Federal,
State and local environmental laws and regulations. It is believed that
future capital expenditures for environmental control facilities will not
be material.
Employees:
The registrant had approximately 1,100 employees at December 31, 1997, of
which approximately 260 were employed by foreign subsidiaries or branches.
Foreign Operations and Export Sales:
Approximately 48.5% of the registrant's sales in 1997 were in foreign
markets. The registrant's primary foreign markets are in Europe and the
Far East. Sales of writing instrument products to foreign distributors are
subject to import duties in many countries although sales by the
registrant's wholly-owned manufacturing and distribution facilities in
Ireland into European Common Market countries are duty free. The
operations of the registrant's foreign subsidiaries and branches are
subject to the effects of currency fluctuations, to the availability of
dollar exchange, to exchange control and to other restrictive regulations.
Undistributed earnings of the foreign manufacturing and marketing
subsidiaries prior to the Revenue Reconciliation Act of 1993 (i.e., the
"1993 Act") generally are not subject to current United States federal
income and state income taxes. However, repatriation to the registrant of
the accumulated earnings of foreign subsidiaries would subject such
earnings to United States federal and state income taxes. It is not the
intention of the registrant to repatriate these earnings. The 1993 Act
added Internal Revenue Code Section 956A which had the effect of subjecting
a portion of current foreign earnings (i.e., earnings generated subsequent
to the 1993 Act) to United States federal taxation. See Note F to the
registrant's financial statements included in the 1997 Annual Report, which
note to such financial statements is incorporated by reference herein. See
geographic information and export sales data in Note G to the registrant's
financial statements included in the 1997 Annual Report, which note to such
financial statements is hereby incorporated by reference. For the effect
of foreign sales on the Company's results of operations, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of the 1997 Annual Report incorporated herein by reference.
___________________________________________________________________________
See "Risks and Uncertainties; Forward Looking Statements" under the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of the 1997 Annual Report incorporated herein by
reference. In addition to statements in this document that may be construed
as forward-looking statements, there may be statements in other documents
of the registrant and oral statements by representatives of the registrant
to securities analysts or investors that may be construed as forward-
looking statements about the business and new products, sales and expenses,
and operating and capital requirements. Any such statements are subject to
risks that could cause the actual results or needs to differ materially,
including but not limited to the ability of the Company to generate
consumer acceptance of various new products recently introduced and or
planned for introduction in the coming months; increases in the cost of, or
limitations in the supply of, raw materials (including prices of precious
metals used in the Company's products); changes in political and economic
conditions in the United States and other countries in which the Company
operates; interest and currency rate fluctuations; competitive product and
pricing pressures; and inflation. These risks are discussed in the section
referred to above.
Executive Officers of the Registrant:
In addition to the directors and executive officers listed in the "Election
of Directors" section of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which section is incorporated by
reference herein, the following are executive officers of the registrant
(each of whom serves until his or her successor is elected and has
qualified):
Year in Which
Name Age Title First Held Office
Joseph F. Eastman 61 Vice President-Human Resources 1981
John T. Ruggieri (1) 41 Senior Vice President, Treasurer 1997
and Chief Financial Officer
Gary S. Simpson (2) 46 Corporate Controller 1997
Chief Accounting Officer
Tina C. Benik (3) 38 Vice President-Legal, General 1993
Counsel and Corporate Secretary
J. John Lawler (4) 60 Vice President- 1993
Worldwide Tax and Duty Free
Stephen A. Perreault (5) 50 Vice President-Manufacturing 1995
David J. Arthur (6) 39 Vice President, Engineering 1996
Joseph V. Bassi (7) 45 Finance Director 1997
Robert J. Byrnes, Jr. (8) 48 President and Chief Executive 1997
Officer, Pen Computing Group
Jack K. Gelman (9) 52 Vice President/General Manager, 1998
Marketing And Sales - Americas
(1) Prior to becoming Senior Vice President - Chief Financial Officer in
1997, John T. Ruggieri was Vice President-Corporate Development and
Planning, from 1993 to 1997, and from 1989 to 1993 was Executive Vice
President of the registrant's wholly-owned subsidiary Mark Cross, Inc.
(2) Prior to becoming Corporate Controller in 1997, Gary S. Simpson was
the Controller, Lincoln Operations, of the registrant from 1992 to 1997.
(3) Prior to becoming Vice President-Legal, General Counsel and Corporate
Secretary, Tina C. Benik was the general counsel of the registrant from
1989 to 1991 and corporate secretary from 1991 to 1993.
(4) Prior to becoming Vice President-Worldwide Tax and Duty Free in 1993,
J. John Lawler was the Vice President International of the registrant from
1979 to 1993.
(5) Prior to becoming Vice President-Manufacturing in 1995, Stephen A.
Perreault held various senior executive positions in the jewelry,
cosmetics, and gift manufacturing and distribution companies, including
Weingeroff Enterprises, Inc., Lantis Corporation, Swarovski Jewelry U.S.
Ltd., and Avon Products, Inc.
(6) Prior to becoming Vice President, Engineering in 1996, David J. Arthur
was the Director of Engineering of the registrant from 1995 to 1996, and
the Manager, New Business Development of the registrant from 1994 to 1995.
From 1991 to 1994 Mr. Arthur was Group Manager, Corporate R&D and Product
Line Manager, Composite Materials Division, at Rogers Corporation.
(7) Prior to becoming Finance Director in 1997, Joseph V. Bassi was the
Manager Financial Planning, of the registrant from 1996 to 1997, and the
Manager, Budgeting and Financial Planning of the registrant from 1987 to
1996.
(8) Prior to becoming President and Chief Executive Officer, Pen Computing
Group in 1997, Robert J. Byrnes, Jr. was the Executive Vice President and
General Manager of the NEC Computer Systems Division of Packard Bell NEC
Inc. from 1996 to 1997. From 1993 to 1996 Mr. Byrnes was the Executive
Vice President of NEC Technology.
(9) Prior to becoming Vice President/General Manager, Marketing and Sales
- - Americas in 1998, Jack K. Gelman was the Managing Partner, Gelman and
Associates from 1996 to 1997. From 1994 to 1995, Mr. Gelman was President
and General Manager, International Division, Nashua Corporation, and from
1989 to 1993, he was the Vice President and General Manager North American
Consumer Tape Division of Beiersdorf A.G.
Item 2. PROPERTIES
The registrant currently occupies approximately 269,000 square feet of
manufacturing, warehouse and office space in its facility in Lincoln, Rhode
Island. The registrant's wholly-owned subsidiary, A. T. Cross Limited,
owns and operates an approximately 64,000 square foot manufacturing and
distribution facility in Ballinasloe, County Galway, Ireland.
Substantially all of these facilities, which are well maintained and in
good repair, are currently being utilized in either a manufacturing,
distribution or administrative capacity. The productive capacity of these
facilities is sufficient to meet the registrant's needs for the foreseeable
future.
The registrant's operations in Germany, Japan, France, Italy, the United
Kingdom, Spain and Hong Kong, all lease their administrative offices and
warehouse space.
The registrant's discontinued operation, Manetti-Farrow, has lease
commitments for administrative office space in New York City and warehouse
and office space in Oakland, California.
Item 3. LEGAL PROCEEDINGS
No material legal proceedings are pending by or against the registrant or
any of its subsidiaries which would have a material effect upon the
registrant's consolidated business and financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
See the "Market and Dividend Information" section of the 1997 Annual
Report, which section is incorporated by reference herein.
Item 6. SELECTED FINANCIAL DATA
See the "Five-Year Summary" section of the 1997 Annual Report, which
section is incorporated by reference herein.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of the 1997 Annual Report, which section is
incorporated by reference herein.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and its
subsidiaries and the report of its independent auditors thereon for the
audits of the consolidated financial statements for the years ended
December 31, 1997 and 1996, set forth in the 1997 Annual Report, are
incorporated herein by reference.
The report of the Company's independent auditors for the year ended
December 31, 1995 is included in Item 14 (a)(1)(2).
Quarterly Results of Operations (Unaudited) in Note L of the registrant's
financial statements included in the 1997 Annual Report are incorporated
herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On July 11, 1996, the Audit Committee of the Board of Directors of the
Company recommended to the Board of Directors that the Company appoint
Deloitte & Touche LLP as the Company's independent accountants. By
Unanimous Consent dated July 16, 1996, the Board of Directors appointed
Deloitte & Touche LLP as the Company's independent accountants to replace
Ernst & Young LLP for fiscal year 1996. The Company's management did not
consult with Deloitte & Touche LLP on any accounting, auditing or reporting
matter prior to their appointment as independent accountants for the
Company. During the two fiscal years ended December 31, 1995 and the
interim period subsequent to December 31, 1995, there had been no
disagreements with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
or any reportable events. Ernst & Young LLP's report on the Company's
financial statements for such two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which sections are incorporated by
reference herein. See also "Item 1. Business - Executive Officers of the
Registrant."
Item 11. EXECUTIVE COMPENSATION
See "Executive Compensation" of the registrant's definitive proxy statement
for its 1998 annual meeting of shareholders, which section is incorporated
by reference herein. Such incorporation by reference shall not be deemed
to specifically incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management" of the registrant's definitive proxy statement for
the 1998 annual meeting of shareholders, which sections are incorporated by
reference herein.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Election of Directors" of the registrant's definitive proxy statement
for the 1998 annual meeting of shareholders, which section is incorporated
by reference herein.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report.
(3) Listing of Exhibits
(3) Restated Articles of Incorporation and By-laws
(incorporated by reference to Exhibit (3) to the
registrant's report on Form 10-K for the year ended
December 31, 1980); Amendment to Restated Articles
of Incorporation (incorporated by reference to Exhibit
(3) to the registrant's report on Form 10-K for the
year ended December 31, 1994), Amendment to By-laws
adopted December 2, 1988 (incorporated by reference to
Exhibit (3) to the registrant's report on Form 10-K
for the year ended December 31, 1989); Amendment to
By-laws adopted February 6, 1992 (incorporated by
reference to Exhibit (3) to the registrant's report on
Form 10-K for the year ended December 31, 1991)
(10.1) A. T. Cross Company Executive Compensation Program
Performance Cash Plan, January 1, 1995 (incorporated by
reference to Exhibit (10.1) to the registrant's report
on Form 10-K for the year ended December 31, 1994)*
(10.2) A. T. Cross Company Executive Compensation Program
Annual Incentive Plan, January 1, 1995 (incorporated by
reference to Exhibit (10.2) to the registrant's report
on Form 10-K for the year ended December 31, 1994)*
(10.3) A. T. Cross Company Non-Qualified Stock Option Plan,
1975 (as amended and restated February 4, 1988, as
amended December 10, 1991, as amended October 21, 1993,
and as further amended and restated December 6, 1994)
(incorporated by reference to Exhibit (10.3) to the
registrant's report on Form 10-K for the year ended
December 31, 1995)*
(10.4) A. T. Cross Company Incentive Stock Option Plan, 1981
(as amended February 6, 1992 and as further amended
April 28, 1994) (incorporated by reference to Exhibit
(10.4) to the registrant's report on Form 10-K for the
year ended December 31, 1994)*
(10.5) A. T. Cross Company Deferred Compensation Plan
(incorporated by reference to Exhibit (10.5) to the
registrant's report on Form 10-K for the year ended
December 31, 1994)*
(10.6) A. T. Cross Company Unfunded Excess Benefit Plan (as
amended) (incorporated by reference to Exhibit (10.6)
to the registrant's report on Form 10-K for the year
ended December 31, 1994)*
(10.7) A. T. Cross Company Restricted Stock Plan (incorporated
by reference to Exhibit (10.7) to the registrant's
report on Form 10-K for the year ended December 31,
1995)*
(10.8) A. T. Cross Company Executive Life Insurance Program
(11) Statement Re: Computation of Per Share Earnings -
(incorporated by reference to the "Consolidated
Statements of Operations and Retained Earnings"
section of the registrant's 1997 Annual Report)
(13) Annual Report to Shareholders for the year ended
December 31, 1997. Filed only in respect to the
portions expressly incorporated by reference in this
Form 10-K.
(21) Subsidiaries - incorporated by reference to the
"Subsidiaries and Branches" section of the registrant's
1997 Annual Report
(23.1) Consent of Deloitte & Touche LLP
(23.2) Consent of Ernst & Young LLP
(27) Financial Data Schedules
* Management contract, compensatory plan or arrangement
(b) No reports on Form 8-K were filed in the fourth quarter of 1997.
(c) Exhibits--See Item (a)(3) above
(d) Financial Statement Schedule--The response to this portion of
Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
A. T. CROSS COMPANY
By /s/BRADFORD R. BOSS
Bradford R. Boss
Chairman
Dated: March 23,1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated:
Signature Title Date
/s/BRADFORD R. BOSS Chairman & Director March 23, 1998
(Bradford R. Boss)
/s/RUSSELL A. BOSS President & Director March 23, 1998
(Russell A. Boss) (Chief Executive Officer)
/s/JOHN E. BUCKLEY Executive Vice President March 23, 1998
(John E. Buckley) & Director
(Chief Operating Officer)
/s/JOHN T. RUGGIERI Senior Vice President March 23, 1998
(John T. Ruggieri) (Chief Financial Officer)
/s/GARY S. SIMPSON Corporate Controller March 23, 1998
(Gary S. Simpson ) (Chief Accounting Officer)
/s/BERNARD V. BUONANNO, JR. Director March 23, 1998
(Bernard V. Buonanno, Jr.)
/s/H. FREDERICK KRIMENDAHL II Director March 23, 1998
(H. Frederick Krimendahl II)
/s/THOMAS C. MCDERMOTT Director March 23, 1998
(Thomas C. McDermott)
/s/TERRENCE MURRAY Director March 23, 1998
(Terrence Murray)
/s/JAMES C. TAPPAN Director March 23, 1998
(James C. Tappan)
/s/EDWIN G. TORRANCE Director March 23, 1998
(Edwin G. Torrance)
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a)(1) and (2), (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1997
A. T. CROSS COMPANY
LINCOLN, RHODE ISLAND
FORM 10-K - ITEM 14(a)(1) and (2)
A. T. CROSS COMPANY AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of A. T. Cross Company and
subsidiaries, included in the 1997 Annual Report, are incorporated by
reference in Item 8:
Consolidated Balance Sheets - December 31, 1997 and December 31, 1996
Consolidated Statements of Operations and Retained Earnings- Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years Ended December 31, 1997,
1996 and 1995
Notes to Consolidated Financial Statements
Independent Auditors' Report for the years ended December 31, 1997 and
1996
The following consolidated financial statement schedule of A. T. Cross
Company and subsidiaries is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts
The independent auditors' report on Financial Statement Schedule II for the
years ended December 31, 1997 and 1996 is included herein. The report of
independent auditors on the consolidated financial statements, and on
Financial Statement Schedule II, for the year ended December 31, 1995, is
included herein. All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission
are not required under the related instructions, or the information
required therein has otherwise been disclosed in the consolidated financial
statements referred to above, or are inapplicable, and therefore have been
omitted.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
A. T. CROSS COMPANY AND SUBSIDIARIES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions .
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts Deductions at End of
DESCRIPTION of Period Expenses Describe Describe Period
Year Ended December 31, 1997
Deducted from asset account:
Allowance for doubtful
accounts $1,388,000 $648,140 $412,140(A) $1,624,000
Year Ended December 31, 1996
Deducted from asset account:
Allowance for doubtful
accounts $1,244,000 $325,064 $181,064(A) $1,388,000
Year Ended December 31, 1995
Deducted from asset account:
Allowance for doubtful
accounts $1,329,000 $264,091 $349,091(A) $1,244,000
(A) Uncollectible accounts written off.
Independent Auditors' Report Item 14 (d)
To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island
We have audited the consolidated financial statements of A.T. Cross
Company and subsidiaries (the "Company") as of December 31, 1997 and
1996, and for the years then ended, and have issued our report thereon
dated February 10, 1998; such consolidated financial statements and
report are included in the Company's 1997 Annual Report to
Shareholders and are incorporated herein by reference. Our audits
also included the consolidated financial statement schedule of the
Company, listed in Item 14 (d). This consolidated financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the
information set forth therein.
Deloitte & Touche LLP
Boston, Massachusetts
February 10, 1998
Report of Ernst & Young,
Independent Auditors
To the Shareholders
A.T. Cross Company
We have audited the accompanying consolidated statements of income and
retained earnings and cash flows for the year ended December 31, 1995.
Our audit also included the financial statement schedule for the year
ended December 31, 1995, listed in the Index at item 14(a). These
financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of
their operations and their cash flows for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein for the year ended December 31,1995.
ERNST & YOUNG LLP
ERNST & YOUNG LLP
Providence, Rhode Island
January 30, 1996