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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996.)
For the fiscal year ended April 30,1997 or
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/ / Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File No. 0-26608
CUTTER & BUCK INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1474587
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2701 First Avenue, Suite 500
Seattle, WA 98121
(Address of Principal Executive Offices) (Zip Code)
(206) 622-4191
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Name of Each
Title of Each Class Exchange on Which Registered
------------------- ----------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
--------------------------
(Title of Class)
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 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
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definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value as of July 24, 1997 of the voting stock held by
non-affiliates of the registrant was approximately $70,559,282. As of such
date, there were 5,206,555 shares outstanding of the Registrants Common Stock,
no par value per share.
Documents incorporated by reference:
(1) Portions of the registrant's 1997 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof; and
(2) Portions of the registrant's definitive 1997 Proxy Statement to be filed
with the Securities and Exchange Commission are incorporated by reference
into Part III hereof.
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PART I
ITEM 1. BUSINESS
OVERVIEW
The Company designs, sources and markets its distinctive Cutter & Buck
brand sportswear and outerwear predominantly through golf pro shops and resorts,
better men's specialty stores and corporate sales accounts. The Company has
developed a colorful, innovative collection of sportswear apparel targeted to
the upscale men's market, projecting an updated American traditional design
evocative of a sporting lifestyle. The products' high-quality fabrics and
detailing reinforce the premium image of the brand while the fit provides
versatility and a feeling of comfort. Product marketing connected with sports
and leisure activities, particularly golf, helps the Company create a positive
lifestyle image that contributes to the brand's strong appeal for its target
consumers. The Company benefits from the trend toward greater acceptance of
relaxed standards of dress in the workplace that results in sportswear
representing a growing portion of consumer wardrobes. Since its formation on
January 5, 1990, the Company has achieved consistent annual sales increases,
realizing net sales of $46.6 million and net income of $3.6 million in fiscal
1997.
The Company has selected golf pro shops as its primary channel of
distribution, believing this to be an effective venue for reaching its target
consumers. Most golf pro shops have welcomed quality apparel that is not
broadly distributed elsewhere as an important offset to declining sales of golf
equipment due to price competition from golf discounters. By providing training
in merchandising Cutter & Buck products, the Company assists golf pro shops,
which have generally not had experience in sophisticated apparel retailing. The
Company sells Cutter & Buck products to approximately 2,400 of the estimated
14,000 U.S. golf pro shops. The golf distribution channel accounted for
approximately 59% of the Company's net sales in fiscal 1997, and the Company
expects continuing growth of sales to this channel. The Company also
distributes its products primarily through the following distribution channels:
better men's specialty stores, direct corporate sales accounts, and
internationally through its two European subsidiaries, licensees and
distributors.
The Company currently markets its products each year as two seasonal
collections, spring and fall, presenting each collection in three or four groups
of distinct, coordinated products available for delivery to customers during
sequential time periods.
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MARKET
According to industry estimates, sales of men's apparel at retail was $46.0
billion in 1995. Within this market, the Company targets men who are
sports-minded and want casual clothing that reflects an active lifestyle. The
Company believes that these consumers also want comfortable, distinctively
styled, high-quality apparel. The Company believes that, with an increase in
the number of working women, men are purchasing more of their own clothing.
Many of these men are busy professionals who prefer to spend their limited free
time pursuing sports and recreational activities such as golf, rather than
spending time shopping in traditional retail outlets, such as department stores
and shopping malls. The Company believes these time-constrained consumers are
inclined to purchase apparel relating to their sporting interests if available
at a sport location such as a golf course.
Sportswear represents a growing portion of consumers' wardrobes as a result
of a trend toward greater acceptance of relaxed standards of dress in the
workplace. This segment of the market has grown faster than the overall men's
apparel market in the past three years. Knit sport shirts as a category is also
showing above-average sales growth, which the Company believes is in part
attributable to this trend.
PRODUCTS
Cutter & Buck is a lifestyle brand of high-quality, sports-inspired men's
apparel. The Company's products use strong, clear colors, natural fiber
textiles, rich detailing, innovative fabrications and trims and specialized
printing and embroidery to achieve this identity. The Company merchandises its
products as color- and design-coordinated collections comprising knit and woven
sport shirts, pants, shorts, sweaters, sweatshirts, outerwear and caps. The
Company frequently uses golf, fly-fishing and other sporting themes to evoke the
Cutter & Buck lifestyle.
Cutter & Buck's distinctive products use fine-gauge combed cotton or virgin
wool yarns, unique trims, special fabric finishes and washes, and extra
needlework. They are manufactured in factories selected for their resources and
their ability to ensure quality in the production process. The products are
styled and sized to provide versatility and a feeling of comfort.
The Company offers two collections a year, spring and fall, composed of
FASHION and complementary CLASSIC products. FASHION products incorporate the
latest innovations in color, fabric and styling and tend to remain in the line
for only one season. The Company develops proprietary fabrications, artwork for
its complex prints and distinctive trim components in cooperation with
experienced sources worldwide.
CLASSIC products are predominantly solid-color garments with multi-season
appeal. The Company relies on the styling, detailing, coloration and quality of
its fabrics to distinguish its CLASSIC products from competitive products. The
Company generally prices its CLASSIC products at levels lower than its FASHION
products, which permits its customers to offer Cutter & Buck products at a range
of price points. Higher per-item volumes for CLASSIC products allow the Company
to achieve production efficiencies and lower costs. CLASSIC products are sold
throughout the year to all
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of the Company's distribution channels. Continuity of demand allows the Company
to maintain consistent stock levels of CLASSIC products.
The Company presents each season's collections to its customers in three
or four groups of distinct, coordinated merchandise. These groups are
available for delivery to customers during sequential time periods, generally
from May to October for fall collections and generally from November to April
for spring collections. Customer-initiated product reorders can often extend
the delivery period for a season by up to three months. The product mix
changes seasonally, including more sweater styles in fall collections and
more short-sleeve shirts in spring collections. The Company's ability to
offer merchandise collections is a strategic advantage over many of its
competitors since its customers generally prefer to purchase compatible
assortments rather than assembling coordinated merchandise from various
brands that do not share common colors and themes.
A substantial percentage of the Company's products that are shipped to the
golf distribution channel are embroidered with golf club names or logos. In May
1996, the Company established an in-house embroidery operation to reduce costs,
shorten delivery time and enhance quality control of its embroidered products.
The Company's increasing volume of sales to the corporate distribution channel
also involves embroidery of the product with corporate logos, either performed
or arranged by Cutter & Buck or by its corporate customers. The Company
believes its customers' strong interest in affiliating their identities with
Cutter & Buck brand products affirms the desirability and distinctiveness of its
merchandise.
DOMESTIC DISTRIBUTION AND SALES
The Company's products are distributed in the United States predominately
through three channels: golf pro shops and resorts, better men's specialty
stores and corporate sales accounts. Each of these channels uses CLASSIC and
FASHION products from the Company's seasonal collections. The Company believes
that these channels are synergistic, since they have compatible merchandising
and pricing practices, sell the same product line and create heightened
awareness of the Cutter & Buck brand among the Company's target consumers, who
tend to shop in more than one of these channels. For example, many of the
Company's corporate sales leads have come through corporate executives who have
purchased the Company's products at golf pro shops and resorts.
The Company sells to golf pro shops and resorts through a commissioned
sales force. At the end of fiscal 1997, the Company's sales force for this
channel was composed of 32 representatives (12 of whom are independent and 18 of
whom are Company-employed) and two regional sales managers. These
representatives present the Company's collections to the Company's customers
with the aid of full sample lines and pictorial line sheets, which offer
critical information needed by the customer. These presentations are made at
the twice-yearly PGA Merchandise Show, at regional trade shows and at the
customer's shop or resort. The Company's two regional sales managers
collectively cover the entire United States and report to the Company's Vice
President of Sales.
At April 30, 1997, the Company employed eight additional sales
representatives selling to better men's specialty stores. These
representatives present the Company's FASHION and CLASSIC collections each
season at national and regional trade shows and at the customers' stores. These
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specialty store representatives are managed by a retail sales manager, who
reports to the Company's Vice President of Sales.
The Company also sells its merchandise to major corporations using a
sales force of independent, multi-line sales representatives. As of the end
of fiscal 1997, in addition to these 19 independent sales representatives,
the eight specialty store sales representatives also sold to the corporate
channel. CLASSIC products and in-stock FASHION products are sold to
corporate customers, since these customers typically demand immediate
delivery. The products are used for corporate golf events, stores, catalogs
and recognition programs. Nearly all these products include embroidery with
the corporate logo, which is either performed by or arranged by the Company
or by its corporate customers. Corporate customers purchase products for
female as well as male employees. The Company manages its corporate sales
through a corporate sales manager, who reports to the Company's Vice
President of Sales.
Each sales representative is responsible for serving targeted accounts in a
specific geographical territory through merchandise consultation and training,
and for meeting specific account growth and average-order-size goals. They are
also responsible for implementing the Company's merchandise fixturing program
with all suitable golf pro shops, resorts and specialty stores. In fiscal 1997,
sales representatives employed by the Company received a base salary, sales
commissions and benefits. Because the Company believes that its
Company-employed sales representatives generate higher productivity than
independent sales representatives, the Company intends to continue to increase
the percentage of its sales representatives who are Company-employed.
At the end of its fall and spring seasons, the Company typically has
unsold FASHION inventory as a consequence of making inventory available to
satisfy anticipated customer demand across a broad range of styles. The
Company has historically been able to sell this inventory approximately at
cost through sales to off-price retail accounts in subsequent seasons, but
consolidation among these retailers has limited the Company's ability to sell
through this channel. In response, the Company has used its expanded market
penetration in the golf and corporate distribution channels to sell its prior
season FASHION merchandise through these channels on more favorable sales
terms than can be realized in the off-price retail channel.
MARKETING
The Company's marketing goal is to build a strong brand name and image with
both its customers and the end consumer, specifically targeting the upscale male
consumer. The Company expects to build strength in its brand name through the
use of sporting theme associations favored by its target market, lifestyle
merchandising and in-store marketing techniques, endorsements and advertising.
The Company portrays its brand image of an American sporting lifestyle by
creating seasonal merchandise collections that are theme- and color-related.
Themes commonly used by the Company are golf, fly-fishing and other activities
which reinforce this image. The Company
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believes that, by featuring these sports, its products will appeal not only to
participants, but also to those who identify with this lifestyle.
These lifestyle merchandise presentations are sold and shipped to customers
in collection groups in order to reinforce the overall conceptual strength of
the product offerings. The Company's distinctive in-store fixturing program
showcases these collections and enhances its brand image at the point of sale.
The fixtures, which are identified with the Cutter & Buck trademark logo, are
designed to display assorted elements of the Company's collections and allow the
consumer to easily assemble and purchase coordinated outfits of shirts, pants,
shorts, sweaters, sweatshirts and outerwear. The Company also offers display
mannequins and logo signage in order to complement the fixturing and create an
environment that enhances the Cutter & Buck brand image.
The Company's sales representatives are available to assist customers in
merchandising the Company's product lines. This is particularly important at
golf pro shops, where the customers or shop owners have generally not had
experience in sophisticated apparel merchandising and selling techniques. The
Company's representatives also organize and participate in sales contests,
special event mailings and fashion shows with their customers.
The Company is committed to responding flexibly to the special needs of pro
shops, tournament organizers and corporate customers who order the Company's
products. The Company has developed an in-house embroidery operation and also
works with independent embroiderers to service the needs of golf pro shops and
resorts, which generally prefer that the products they order be pre-embroidered
with the name or logo of the golf club or resort. This customized embroidery
enhances the customer's image due to the quality and uniqueness of the Cutter &
Buck product and simultaneously reinforces the prestige of the Cutter & Buck
brand. Virtually all of the Company's products sold through the corporate sales
channel are sold with a corporate logo, which similarly enhances both the
Cutter & Buck brand and the corporation's image. The placement of the Cutter &
Buck embroidered logo on the left sleeve, the cuff, or at the top center back of
its knit shirts allows the Company to accommodate more easily the desire of pro
shops, tournaments and corporations to have their name or logo placed on the
shirt's left chest.
Cutter & Buck supplies its apparel to a number of promising professional
golfers on the PGA tour, the Nike tour and other tours. It is expected that
these professional athletes will influence the golf apparel preferences of pro
shop customers and consumers. The Cutter & Buck logo is positioned prominently
on the Company's shirts and sweaters worn by these golfers, making it visible to
those watching tournament play, either on site or on television. Beyond the
cost of making its apparel available to professional golfers, the Company has
not spent, and does not expect to spend, significant marketing funds on
professional endorsement contracts due to the high cost and risks of associating
the Cutter & Buck brand with the performance of only a few top-ranked golfers.
The Company believes that it can accelerate brand recognition through
increased expenditures of targeted magazine advertising and point of sale
promotions to create consumer demand for its products. Consistent with its
expansion strategy, the Company advertises in national and regional trade
magazines and produces photographic renditions of its new product lines for
national distribution to its existing customers to expand their awareness of the
Company's product lines. The Company also produces catalogs of its CLASSIC and
outerwear products to be shipped to its
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customers for in-stock reordering purposes. In addition, the Company has an
Internet home page on the World Wide Web at www.cutterbuck.com, where it
provides product information and pictures of its products and responds to
inquiries about the Company and its products.
INTERNATIONAL DISTRIBUTION AND LICENSING
The Company has subsidiaries in the United Kingdom and the Netherlands
for the purpose of marketing and selling its products in Europe. The Company
believes that it can better manage its expansion plans in the European Union
through direct control and distribution of its products rather than through
the use of third-party distributors. The Company has recently strengthened
the management of its international operations. First, the Company has
recruited a new Vice President of International / Managing Director of Cutter
& Buck B.V., who will direct the operation of its European subsidiaries and
advise the Company on international marketing and product sourcing. Second,
the Company has promoted its Director of Sales in the United Kingdom to Vice
President of Sales and Marketing for its entire European business. Third,
the Company has recruited a Vice President of Finance and Administration for
its European operations.
The Company works closely with its licensees on concept and color so that
the licensed products complement the Company's apparel offerings as part of the
overall lifestyle collection. In addition to the product licensees, the
Company also has licensees that have contracted for the right to manufacture and
market Cutter & Buck designs in specified international markets, including
Japan, Hong Kong, China and Canada. Cutter & Buck license agreements generally
provide for three-year terms and provide for royalties as a percentage of sales.
Most agreements contain annual royalty minimums, and all agreements give
Cutter & Buck final control over product design and quality. These licensing
arrangements enable the Company to increase the number and geographic
distribution of products bearing the Cutter & Buck name.
Historically, the Company has been able to enter into license agreements
that broaden its product line and introduce its fashions internationally,
without making a significant capital commitment. License and royalty income
from such agreements was approximately $409,000 in fiscal 1997 and $457,000 in
fiscal 1996. The reduction in royalty income reflects the Company's shift
toward direct international sales and exclusive distribution relationships and
away from licensing relationships. The Company currently has licensing
agreements for hosiery and neckwear. The Company recently reacquired its
license covering collections for the big and tall market.
In addition, Cutter & Buck has agreements with international distributors
in Australia, Lebanon, Singapore, and Malaysia. These distributors buy the
Company's products at reduced cost for resale in their respective markets. The
products offered for distribution in these territories are identical to the
products offered in the United States, and these distributors often use the
Company's marketing technique of offering the products in collections identified
on pictorial line sheets. The Company's relationship with its distributors are
managed by an international merchandise manager, who reports to the Company's
Chief Executive Officer.
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PRODUCT DEVELOPMENT AND SOURCING
The Company's concept of updated traditional sportswear and outerwear is an
established category within the apparel field, relying upon historical American
design sensibilities. Changes of color, fabric and body shapes in this category
are not rapid, thereby allowing the Company's product development team to
evolve, rather than reinvent, the product each season. This provides stability
in the design environment and consistency in the Company's conceptual offerings
to its customers. The Company's product development team is comprised of
various executive officers and the Company's design staff. The team's purpose
is to determine product strategy, color and fabric selection and assortment of
styles, which is accomplished through a series of meetings which occur over a
three to four month period. Because of the length of its production and sales
cycles, the Company generally strives to complete the design process and place
orders for product samples at least 10 to 15 months prior to delivering product
to its customers. Effective management and timely fulfillment of the Company's
anticipated product development and production schedule is important to each
season's success. Deviations from the schedule can result in delays in product
delivery and in the manufacture of products that do not meet the Company's
normal quality standards and may lead to increased levels of closeout and
liquidation sales, resulting in an adverse effect on the Company's
profitability. These deviations have occurred from time to time in the past, and
there can be no assurance that they will not occur in the future.
The design staff is responsible for generating an innovative group of
products for the Company's two seasonal collections. During the design process
the Company's manufacturing sources develop new seasonal textiles in association
with the design team. This enables the Company to source a wide variety of
textile and printed artwork designs, many of which the Company acquires for its
exclusive use. The Company's working relationships with its key suppliers have
enhanced its ability to develop distinctive and innovative apparel.
The Company makes a final determination concerning pricing and the
composition of the seasonal lines upon receipt of samples, approximately four
months after placement of sample orders. The Company's sales representatives
use the samples to market the new season's products to Company customers. The
Company then places production orders, which usually require four months to
fill, taking into account market feedback to adjust order quantities for
deliveries later in the season. To enhance consistency, quality and on-time
delivery of its products, the Company works with a select group of high-quality,
reliable domestic and foreign manufacturers who are knowledgeable and
experienced in the intricate design and manufacturing processes required to
produce the Company's products. Using these independent manufacturers allows
the Company to maximize production flexibility while avoiding significant
capital expenditures, work-in-process inventory buildups and the costs of
managing a large production work force. Currently, the Company's production is
sourced through an agent in Thailand, two agents in Hong Kong coordinating
Chinese suppliers, an agent managing other Asian sources of supply and direct
factory relationships in Asia and California.
In May 1996, the Company established an in-house embroidery operation in
order to reduce costs, shorten delivery time and to enhance quality control of
its embroidered products, which has significantly reduced the Company's reliance
on independent embroiderers to customize its products. The Company currently
contracts with approximately ten independent domestic embroiderers during
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peak embroidery production and shipping periods. The Company's in-house
embroidery manufacturing operation handled approximately 50% of the embroidered
logo requirements of its golf pro shop and corporate customers in fiscal 1997.
The Company reduced its embroidery production costs in fiscal 1997 as a result
of establishing its in-house embroidery activities.
The Company does not have formal long-term contracts with any of its
suppliers or agents. Although to date the Company has experienced only limited
difficulty in satisfying its production requirements using this outsourcing
strategy, the loss of any of the Company's suppliers or agents could have a
significant adverse effect on the Company's immediate operating results.
Approximately 45% of the Company's knit shirt production is currently managed by
its agent in Thailand. The Company has on occasion experienced significant
production delays attributable to its suppliers, and there can be no assurance
that such delays will not occur in the future.
The Company's production department oversees its sourcing arrangements.
The production department is responsible for maintaining quality production
standards, on-time delivery of the Company's products and negotiating costs
consistent with the Company's desired profit margins on each style. Department
personnel inspect and critique prototypes of each item prior to the commencement
of actual production in order to maintain the Company's high-quality standards.
Where feasible, the production department obtains a commitment from the sourcing
manufacturer to dedicate a production line to manufacture the Company's products
from season to season. Production department personnel travel to factories to
conduct inspections of the manufacturer prior to shipment of finished product.
They also monitor tariff and quota-related developments, where appropriate.
INFORMATION SYSTEM, INVENTORY MANAGEMENT AND WAREHOUSING
In addition to a computer-aided design system used by the product
development team, the Company has a fully integrated, real-time management
information system that is specifically designed for the apparel industry. The
system includes important features such as manufacturing resource requirements
planning, production scheduling, detailed product tracking, standard costs
system planning and control, and detailed perpetual inventory systems. As
original purchases are tracked through various factory production phases by the
Company's production personnel, sales are tracked by the Vice President of
Merchandise and Design in order to compare purchases against availability,
thereby allowing the Company to react quickly to changes and trends. Available
quantities of every style offered are sent to all salespeople weekly. Customer
service personnel receive this information daily and have access to real-time
inventory availability.
This comprehensive information system serves users in every operating area
of the Company, and is also accessed by personal computers to create costing
models, specification sheets and embroidery layout sheets. The manufacturing
module integrates with the general ledger accounting and financial module. The
Company's information system also provides detailed product gross margin
information that assists the Company in managing product profitability. The
system runs on a UNIX platform with IBM's RISC 6000 hardware, which allows for
the fast processing of critical information, and has the capability of serving a
much greater number of users as the Company grows. To fully utilize the system,
the Company employs an MIS manager, who has prior experience with this
management information system at a larger apparel company.
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ORDER BOOKING CYCLE AND BACKLOG
The Company receives its orders for a season over a ten-month period
beginning when samples are first shown to customers and continuing into the
season. The Company must schedule production in advance of order placement.
The Company maintains CLASSIC products in stock to enable it to quickly fill
orders for these products.
The Company begins to take orders for its fall collections in January,
generally for delivery between May and October, and for its spring collections
in July, generally for delivery between November and April. The Company's
domestic backlog, which consists of open, unfilled customer orders from the golf
and specialty store distribution channels, was $12.5 million as of April 30,
1997. For various reasons endemic to the apparel industry, including occasional
sold out inventory positions, credit issues, and other customer-related issues,
the Company typically does not expect to ship all of its backlog.
COMPETITION
The men's sportswear segment of the apparel industry is highly
competitive. The Company encounters substantial competition in its primary
distribution channel, golf pro shops, from Ashworth, Izod Club, Polo/Ralph
Lauren and Tommy Hilfiger. The golf distribution channel is highly
fragmented, with no single brand representing more than 10% of the market.
Most of the Company's competitors are significantly larger and more
diversified than the Company and have substantially greater resources
available for developing and marketing their products. Some of the Company's
competitors primarily target either a younger or older consumer than the
Company. To maintain its growth rate, the Company will need to increase its
market share at the expense of existing competitors and other established
apparel manufacturers choosing to enter the market. There can be no
assurance, however, that the Company will be successful in increasing its
market share.
Management believes that the Company's ability to compete effectively is
not based primarily on price, but on product differentiation, product quality
and production flexibility. The Company's products are also differentiated from
a number of others in the industry by their updated traditional American
appearance and imaginative use of color and trims. In addition, the Company
believes that its products are of a higher quality than those of many of its
competitors.
TRADEMARKS
"CUTTER & BUCK" and the Cutter & Buck pennant logo are trademarks of the
Company and are registered for use on apparel and other products in over 30
countries. The Company also has applied for registration in a number of other
countries. The Company's name and logo are regarded as valuable assets and
critical to marketing its products. Leading brands in the apparel industry have
historically been subject to competition from imitators that infringe on the
trademarks and trade dress of the brand. While the Company to date has not been
aware of a high level of imitation of the Cutter & Buck brand, there can be no
assurance that its business will not suffer from such imitation in the future.
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EMPLOYEES
As of April 30, 1997, the Company had 149 full-time employees and five
part-time employees, of which 23 were primarily engaged in administration, 31 in
sales, 82 in warehousing and embroidery, seven in production, five in design and
six in the operation of the Company's retail store. None of the Company's
employees is a member of a union. The Company considers its relations with its
employees to be excellent.
ITEM 2. PROPERTIES
The Company leases its principal executive offices, which are located in
Seattle, Washington, under a lease that covers 14,986 square feet and expires
in October 2001. The Company also leases for its warehousing and embroidery
operation approximately 58,920 square feet of space in Seattle, Washington,
under a lease that expires in April 2001. The Company's lease of its outlet
store space in Lake Oswego, Oregon, a suburb of Portland, covers 2,925 square
feet and expires in September 1999. The Company leases additional office
space and uses contract warehouse facilities for its European distribution.
The Company also leases a small apartment in New York, New York that
functions as a sales showroom.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by reference
to the information contained in the "Shareholders' Information" section of the
Company's 1997 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference
to the information contained in the "Selected Financial Data" section of the
Company's 1997 Annual Report to Shareholders.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by reference
to the information contained in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Company's 1997
Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by reference
to the information contained in the "Financial Statements" section of the
Company's 1997 Annual Report to Shareholders.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated herein by reference
to the information contained in the "Executive Officers of the Company" and
"Election of Directors" sections of the Company's Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the close of
the Company's fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference
to the information contained in the "Executive Compensation" section of the
Company's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the close of the Company's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference
to the information contained in the "Security Ownership of Certain Beneficial
Owners and Management" section of the Company's Proxy Statement to be filed with
the Securities and Exchange Commission within 120 days after the close of the
Company's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference
to the information contained in the "Certain Relationships and Related
Transactions" section of the Company's Proxy
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Statement to be filed with the Securities and Exchange Commission within 120
days after the close of the Company's fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The Company's Annual Report to Shareholders for the year ended April 30,
1997 and the 1997 definitive proxy materials, which will be filed supplementally
to this report, are not being filed as part of this report.
A. Financial Statements, Financial Statement Schedules:
1. Financial Statements (the financial statements listed below are
incorporated herein by reference to the Company's 1997 Annual Report to
Shareholders):
Independent Auditors' Report
Balance Sheets as of April 30, 1997 and 1996
Statements of Income for the years ended April 30, 1997,
1996 and 1995
Statements of Stockholders' Equity for the years ended April 30, 1997,
1996 and 1995
Statements of Cash Flows for the years ended April 30, 1997, 1995 and 1995
Notes to Financial Statements
2. Financial Statement Schedules - see index on page 17 of this Report.
The independent auditor's report with respect to the financial statement
schedules appears in Exhibit 23.1 of this Report. All other financial
statements and schedules not listed are omitted because either they are
not applicable or not required, or the required information is included
in the consolidated financial statements.
3. Exhibits:
Exhibits required by Item 601 of Regulation S-K:
NO. EXHIBIT
- --- -------
3.1 Restated Articles of Incorporation (3.1) (1)
3.2 Bylaws, filed herewith
4.1 Specimen Common Stock Certificate (4.1)(1)
10.3 Lease dated May 22, 1994 between First and Cedar Associates and
Jones/Rodolfo
Page -14-
Corporation d/b/a Cutter & Buck (10.3) (1)
10.4 Indenture of Lease dated August 10, 1993 between Lakeplace Associates
and Jones/Rodolfo Corporation (10.4) (1)
10.5 Factoring Agreement dated March 1, 1995 between Republic Factors Corp.
and Jones/Rodolfo Corporation (10.5) (1)
10.6 Form of Registration Rights Agreement between Cutter & Buck Inc. and
Roanoke Investors' Limited Partnership, Needham Capital SBIC, L.P. and
Needham Emerging Growth Partners, L.P. (10.6) (1)
10.9 1991 Stock Option Plan (10.9) (1)
10.10 1995 Nonemployee Director Stock Incentive Plan (10.10) (1)
10.11 1995 Employee Stock Option Plan (10.11) (1)
10.12 1995 Employee Stock Purchase Plan incorporated by reference to the
Registrant's Registration Statement on Form S-8 (File No. 33-80783)
10.13 Form of Representatives' Warrant (10.13) (1)
10.14 Loan Agreement dated February 20, 1997 between Cutter & Buck, Inc. and
Washington Mutual Bank d/b/a Enterprise Bank, and supporting documents
(incorporated by reference to Exhibit 10.15 of the registrant's Form
10-Q for the quarter ended January 31, 1997)
11.1 Statement of Computation of Net Income Per Share, filed herewith
13.1 Annual Report to Shareholders, filed herewith
23.1 Consent of Ernst & Young LLP, Independent Auditors, filed herewith
(1) Incorporated by reference to the exhibit: shown in the preceding
parentheses and filed with the Registrant's Registration Statement on Form
SB-2 (File No. 33-94540-LA)
B. Report on Form 8-K:
On April 8, 1997, the Company filed a Current Report on Form 8-K
reporting the execution of the Transition Agreement dated March 25, 1997
(effective April 4, 1997) between the Company and Joey Rodolfo pursuant
to Item 5--Other Events--of Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
July 29, 1997 CUTTER & BUCK INC.
(Registrant)
By /s/ HARVEY N. JONES
-----------------------------
Harvey N. Jones, Chairman and
Chief Executive Officer
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 and in the capacities and on the dates indicated.
Page -15-
Signature Title Date
/S/ HARVEY N. JONES Chairman and Chief Executive Officer July 29, 1996
- ---------------------- and Director
Harvey N. Jones (Principal Executive Officer)
/S/ MARTIN J. MARKS President, Chief Operating Officer, July 29, 1996
- ---------------------- Treasurer, Secretary and Director (Principal
Martin J. Marks Financial and Accounting Officer)
/S/ MICHAEL S. BROWNFIELD Director July 29, 1996
- ----------------------
Michael S. Brownfield
/S/ FRANCES M. CONLEY Director- July 29, 1996
- ----------------------
Frances M. Conley
/S/ LARRY C. MOUNGER- Director July 29, 1996
- ----------------------
Larry C. Mounger
/S/ JAMES B. SLAYDEN Director July 29, 1996
- ----------------------
James B. Slayden
/S/ JAMES C. TOWNE Director July 29, 1996
- ----------------------
James C. Towne
Page -16-
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule Page
- -------- ----
Schedule II Valuation and Qualifying Accounts 18
- Page 17 -
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
CUTTER & BUCK INC.
COL. A COL. B COL. C COL. D COL. E
---------------------------------
ADDITIONS
---------------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING REVENUE COSTS OTHER ACCOUNTS DEDUCTIONS AT END OF
Description OF PERIOD OR EXPENSES --DESCRIBE --DESCRIBE PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended April 30, 1997
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts
reserve for sales returns and
allowances............................. $472,402 $325,331 -- $ 43,033(A) $754,700
Reserve for inventory obsolescence....... $201,521 -- -- $103,736(B) $ 97,785
Year Ended April 30, 1996
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts
reserve for sales returns and
allowances............................. $292,005 $223,432 -- $43,035(A) $472,402
Reserve for inventory obsolescence....... $129,316 $ 72,205 -- $ -- $201,521
Year ended April 30, 1995
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts
reserve for sales returns and
allowances............................. $203,676 $100,261 -- $ 11,932(A) $292,005
Reserve for inventory obsolescence....... $107,448 $ 21,868 -- -- $129,316
(A) Deductions consist of write-offs of uncollectable accounts, net of
recoveries.
(B) Deductions consist of inventory sold or disposed.
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