UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM _____________ TO _____________
Commission File No. 1-7848
LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2728690
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19 West 44th Street, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 972-9700
(Registrant's telephone number, including area code)
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
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As of September 30, 2003, 8,527,248 shares of the registrant's common
stock were outstanding.
LAZARE KAPLAN INTERNATIONAL INC.
Index
Part I. Financial Information Page
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Item 1. Financial Statements (Unaudited)
Consolidated statements of operations 3
Three months ended August 31, 2003 and 2002
Consolidated balance sheets 4
August 31, 2003 and May 31, 2003
Consolidated statements of cash flows 5
Three months ended August 31, 2003 and 2002
Notes to consolidated financial statements 6 - 9
August 31, 2003
Item 2. Management's Discussion and Analysis of Financial 10 - 12
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure of Market Risk 13
Item 4. Controls and Procedures 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
2
CONSOLIDATED STATEMENTS OF OPERATIONS
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(In thousands, except per share and per share data)
Three months ended August 31, (unaudited) 2003 2002
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Net sales $ 54,108 $ 53,888
Cost of Sales 47,990 48,765
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6,118 5,123
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Selling, general and administrative expenses 5,380 4,625
Interest expense, net of interest income 164 158
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5,544 4,783
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Income before income taxes 574 340
Income tax provision 207 136
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Income before cumulative effect of change in
accounting principle 367 204
Cumulative effect of change in accounting principle, net of tax $ -- (972)
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NET INCOME / (LOSS) $ 367 $ (768)
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EARNINGS / (LOSS) PER SHARE
Basic earnings per share before cumulative
effect of change in accounting principle $ 0.04 $ 0.02
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Basic earnings / (loss) per share $ 0.04 $ (0.09)
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Average number of shares outstanding during the period 8,526,414 8,705,303
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Diluted earnings per share before cumulative
effect of change in accounting principle $ 0.04 $ 0.02
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Diluted earnings / (loss) per share $ 0.04 $ (0.09)
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Average number of shares outstanding during the period
assuming dilution 8,562,517 8,705,303
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See notes to consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
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(In thousands, except share data)
August 31, May 31,
(Unaudited) (Audited)
2003 2003
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Assets
CURRENT ASSETS:
Cash and cash equivalents $ 186 $ 477
Accounts receivable, net 63,619 57,360
Inventories, net
Rough stones 10,380 5,764
Polished stones 78,865 72,473
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Total inventories 89,245 78,237
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Prepaid expenses and other current assets 6,084 6,124
Deferred tax assets-current 1,384 1,425
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TOTAL CURRENT ASSETS 160,518 143,623
Non-current assets, net 7,748 7,319
Deferred tax assets, net 9,374 9,469
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$177,640 $160,411
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Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Accounts payable and other current liabilities $ 53,884 $ 53,448
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TOTAL CURRENT LIABILITIES 53,884 53,448
Long-term debt 33,193 16,756
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TOTAL LIABILITIES 87,077 70,204
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STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share:
Authorized 1,500,000 shares; no shares issued or outstanding -- --
Common stock, par value $1 per share
Authorized 12,000,000 shares; issued 8,706,514
in August and May 2003 8,707 8,707
Additional paid-in capital 61,575 61,575
Cumulative translation adjustment (295) (284)
Retained earnings 21,510 21,143
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91,497 91,141
Less treasury stock 180,100 shares at cost (934) (934)
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TOTAL STOCKHOLDERS' EQUITY 90,563 90,207
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$177,640 $160,411
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See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
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(In thousands)
Three months ended August 31, (unaudited) 2003 2002
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Cash Flows From Operating Activities:
Net income / (loss) $ 367 $ (768)
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 280 292
Provision for uncollectible accounts 30 30
Deferred income taxes 136 133
Cumulative effect of change in method of accounting - 972
Changes in operating assets and liabilities:
Accounts receivable (6,289) (6,457)
Rough and Polished inventories (11,008) (991)
Prepaid expenses and other current assets 40 56
Other assets 112 (165)
Accounts payable and other current liabilities 436 (2,318)
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Net cash used in operating activities (15,896) (9,216)
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Cash Flows From Investing Activities:
Capital expenditures (821) (17)
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Net cash used in investing activities (821) (17)
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Cash Flows From Financing Activities:
Increase in long-term borrowings 16,437 9,872
Proceeds from issuance of common stock - 1
Proceeds from exercise of stock options - 5
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Net cash provided by financing activities 16,437 9,878
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Effect of foreign currency translation adjustment (11) (66)
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Net (decrease) / increase in cash and cash equivalents (291) 579
Cash and cash equivalents at beginning of period 477 1,102
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Cash and cash equivalents at end of period $ 186 $ 1,681
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See notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Interim Financial Reporting
This financial information has been prepared in conformity with the accounting
principles and practices reflected in the financial statements included in the
annual report filed with the Securities Exchange Commission for the preceding
fiscal year. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly Lazare Kaplan International
Inc.'s operating results for the three months ended August 31, 2003 and 2002 and
its financial position as of August 31, 2003.
The balance sheet at May 31, 2003 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. 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 May 31, 2003. The
operating results for the interim periods presented are not necessarily
indicative of the operating results for a full year.
2. Stock Incentive Plans
The Company accounts for stock options granted to employees and
directors under the Plan in accordance with Accounting Principles Board Opinion
No. 25 and related interpretations. Accordingly, no compensation cost has been
recognized for stock option awards. Had compensation cost been determined in
accordance with Statement of Financial Accounting Standard No. 123, "Accounting
for Stock-Based Compensation", as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", the Company's income /
(loss) and income / loss per common share would have been as follows:
Three months ended August 31, 2003 2002
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(In thousands, except per share data)
Net income / (loss) as reported $ 367 $ (768)
Less:
Stock-based employee compensation,
net of taxes (77) (92)
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Pro forma $ 290 $ (860)
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Earnings / (loss) per share:
As reported:
Basic $0.04 $(0.09)
Diluted $0.04 $(0.09)
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Pro forma:
Basic $0.03 $(0.10)
Diluted $0.03 $(0.10)
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6
3. Taxes
The Company's subsidiaries conduct business in foreign countries. The
subsidiaries are not subject to Federal income taxes and their provisions have
been determined based upon the effective tax rates, if any, in the foreign
countries.
Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
carryforwards. The Company's net deferred tax asset as of August 31, 2003 is
approximately $10,891,000 less a valuation allowance of approximately $133,000
resulting in a net deferred tax asset of $10,758,000.
At August 31, 2003 the Company has available U.S. net operating loss
carryforwards of $27.2 million, which expire as follows (in thousands):
Year Net Operating Losses
- -------------- --------------------
2010 $ 66
2012 405
2013 3,881
2014 12,268
2015 298
2016 120
2017 10,190
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$27,228
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4. Earnings Per Share
Basic and diluted earnings per share are computed in accordance with Financial
Accounting Standards Board Statement No. 128 "Earnings per Share." Basic
earnings per share is computed based upon the weighted average number of common
shares outstanding. Diluted earnings per share includes the impact of dilutive
stock options.
Three months ended August 31, (unaudited) 2003 2002
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Average number of shares outstanding
during the period 8,526,414 8,705,303
Effect of dilutive stock options 36,103 --
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Average number of shares outstanding
during the period assuming dilution 8,562,517 8,705,303
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5. Comprehensive Income
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130) established rules for the reporting and display of
comprehensive income and its components. SFAS 130 requires foreign currency
translation adjustments to be included in other comprehensive income. For the
three months ended August 31, 2003 and 2002, total comprehensive income/(loss)
was $356,000 and $(834,000), respectively.
7
6. Lines of Credit
The Company has a long-term unsecured, revolving loan agreement under
which it may borrow up to $30 million in the aggregate through December 1, 2004.
The loan term may be extended in one year increments commencing November 30,
2003, subject to the consent of the lending banks. Borrowings under this
agreement bear interest at (a) the higher of the banks base rate or one half of
one percent above the Federal Funds Effective Rate, or (b) 160 basis points
above LIBOR. The applicable interest rate is contingent upon the method of
borrowing selected by the Company. The proceeds of this facility are available
for working capital purposes. The loan agreement contains certain provisions
that require, among other things, (a) maintenance of defined levels of working
capital, net worth and profitability, (b) limitations on borrowing levels,
investments and capital expenditures and (c) limitations on dividends and the
repurchase of treasury shares. Borrowings under this loan agreement amounted to
$10.0 million at August 31, 2003.
The Company also has a $15 million and a $25 million unsecured,
uncommitted lines of credit with a bank. Borrowings under both lines bear
interest at a rate 160 basis points above the 90 day LIBOR. Borrowings under
these lines are available for the Company's working capital requirements and are
payable on demand. Outstanding borrowings under these lines amounted to
approximately $16.3 million at August 31, 2003.
A subsidiary of the Company maintains a loan facility that enables it
to borrow up to 1.1 billion Japanese yen (approximately $6.9 million outstanding
at August 31, 2003) at an interest rate 1% above Japanese LIBOR through December
1, 2004. The loan contains provisions that, among other things, require the
Company to maintain a minimum debt to equity ratio. Borrowings under the
facility are available for general working capital purposes and are guaranteed
by the Company.
7. Cumulative Effect of Change in Accounting Principle
On June 1, 2002 the Company adopted Financial Accounting Standards Board
Standard No. 142, Goodwill and Other Intangible Assets ("Statement 142"). As a
result, the Company ceased amortization of goodwill and other indefinite lived
intangible assets. Under the transition provision of Statement 142 the Company
completed its evaluation of goodwill and indefinite lived assets during the
quarter ended November 30, 2002, using a discounted cash flow methodology. As a
result of testing goodwill impairment in accordance with Statement 142, as of
June 1, 2002, the Company recorded a non-cash charge of approximately $1.5
million ($972,000 after tax, or $0.11 per share), which has been reported under
the caption "Cumulative Effect of a Change in Accounting Principle. The charge
relates to the Company's operations in Japan (Far East Segment).
8. New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board issued Financial
Interpretation No.46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 requires a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. This Interpretation applies to all Variable Interest
Entities created after January 31, 2003. Adoption is required for public
companies at the end of periods ending after December 15, 2003. The Company has
not yet determined the effect of this Interpretation on its financial position
and results of operations.
8
9. Segment Information
GEOGRAPHIC SEGMENT INFORMATION
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(In thousands)
Revenue, gross profit and income/(loss) before income taxes for the three months
ended August 31, 2003 and 2002 and identifiable assets at the end of each of
those periods, classified by geographic area, which was determined by where
sales originated from and where identifiable assets are held, were as follows
(in thousands):
North Far Elimi- Consoli-
America Europe Africa East nations dated
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Three months ended August 31, 2003
Net sales to unaffiliated customers $ 20,088 $30,924 $ -- $3,096 $ -- $ 54,108
Transfers between geographic areas 12,740 45 -- (12,785) --
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Total revenue $ 32,828 $30,969 $ -- $3,096 $(12,785) $ 54,108
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Gross Profit $ 4,857 $ 521 $ -- $ 740 $ -- $ 6,118
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Income/(loss) before income taxes $ 1,023 $ 187 $ (491) $ (145) $ -- $ 574
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Identifiable assets at August 31, 2003 $155,558 $ 9,640 $4,771 $7,836 $ (165) $177,640
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Three months ended August 31, 2002
Net sales to unaffiliated customers $ 27,695 $23,340 $ -- $2,853 $ -- $ 53,888
Transfers between geographic areas 2,592 -- (2,592) --
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Total revenue $ 30,287 $23,340 $ -- $2,853 $ (2,592) $ 53,888
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Gross Profit $ 4,199 $ 292 $ -- $ 632 $ -- $ 5,123
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Income/(loss) before income taxes
and cumulative effect of change
in accounting principle $ 442 $ 7 $ (6) $ (103) $ -- $ 340
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Identifiable assets at August 31, 2002 $136,752 $ 3,068 $7,125 $7,850 $ (82) $154,713
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Revenue and gross profit for the three months ended August 31, 2003 and 2002
classified by product were as follows (in thousands):
Polished Rough Total
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Three months ended August 31, 2003
Net Sales $32,462 $21,646 $54,108
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Gross Profit $ 5,322 $ 796 $ 6,118
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Three months ended August 31, 2002
Net Sales $31,397 $22,491 $53,888
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Gross Profit $ 4,298 $ 825 $ 5,123
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9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction
This quarterly report contains, in addition to historical information,
certain forward-looking statements that involve significant risks and
uncertainties. Such forward-looking statements are based on management's belief
as well as assumptions made by, and information currently available to,
management pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results could differ
materially from those expressed in or implied by the forward-looking statements
contained herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in "Liquidity - Capital
Resources" and in Item 1 - "Description of Business" and elsewhere in the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2003. The
Company undertakes no obligation to release publicly the result of any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date of this quarterly report or to reflect the
occurrence of other unanticipated events.
Results of Operations
Net Sales
Net sales during the three months ended August 31, 2003 were $54.1
million compared to $53.9 million in sales during the comparable period last
year.
Revenue from the sale of polished diamonds was $32.5 million for the
three months ended August 31, 2003 compared to $31.4 million in the comparable
period last year. The increase in polished sales primarily reflects
strengthening in consumer demand in the United States coupled with efforts by
the Company to expand product offerings and increase distribution resources.
Rough diamond sales were $21.6 million for the three months ended
August 31, 2003 compared to $22.5 million in the comparable period last year.
The decrease from the prior year is attributable to decreased sourcing of rough
diamonds.
Gross Profit
During the three months ended August 31, 2003 gross margin on net
polished sales was $5.3 million, or 16.4%, compared to $4.3 million, or 13.7%,
in the comparable period last year. The increase in gross margin is primarily
attributable to a favorable shift in mix toward the sale of higher margin stones
as compared to the same period last year. Rough gross margin during the three
months ended August 31, 2003 and 2002 was 3.7%. As a result of the foregoing,
overall gross margin percentage increased to 11.3% in the current period
compared to 9.5% for the same period last year.
10
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended
August 31, 2003 were $5.4 million, compared to $4.6 million for the same period
last year. This increase primarily reflects increased advertising and personnel
costs directed toward expanding distribution and product offerings.
Interest Expense
Net interest expense for the three month periods ended August 31, 2003
and 2002 was $0.2 million. Interest expense for the period ended August 31, 2003
benefited from lower borrowing rates compared to the same period last year. This
benefit was offset by the impact of increased current period borrowings.
Income Tax
The Company's effective tax rate for the three months ended August 31,
2003 was 36.1% compared to 40.0% in the same period last year. This decrease is
primarily attributable to a higher percentage of income derived in lower tax
rate jurisdictions during the current quarter.
Liquidity and Capital Resources
The Company's working capital at August 31, 2003 was $106.6 million,
which was $16.5 million greater than its working capital at May 31, 2003. This
increase primarily reflects higher inventory and accounts receivable levels
funded by borrowings reflected as noncurrent.
The Company maintains a $30 million long-term unsecured, revolving
credit facility that it utilizes for general working capital purposes ($10.0
million outstanding at August 31, 2003). It also maintains $40 million of
uncommitted lines of credit (approximately $16.3 million outstanding at August
31, 2003) that are used to finance rough inventory transactions and other
working capital needs. In addition, the Company has a 1.1 billion Yen
denominated facility (approximately $6.9 million outstanding at August 31, 2003)
that is used in support of its operations in Japan.
Stockholders' equity was $90.6 million at August 31, 2003 as compared
to $90.2 million at May 31, 2003. No dividends were paid to stockholders during
the three months ended August 31, 2003.
The Company believes that it has the ability to meet its anticipated
financing needs for at least the next twelve months.
Cumulative Effect of Change in Accounting Principle
On June 1, 2002 the Company adopted Financial Accounting Standards
Board Standard No. 142, Goodwill and Other Intangible Assets ("Statement 142").
As a result, the Company ceased amortization of goodwill and other indefinite
lived intangible assets. Under the transition provision of Statement 142 the
Company completed its evaluation of goodwill and indefinite lived assets during
the quarter ended November 30, 2002, using a discounted cash flow methodology.
As a result of testing goodwill impairment in accordance with Statement 142, as
of June 1, 2002, the Company recorded a non-cash charge of approximately $1.5
million ($972,000 after tax, or $0.11 per share), which has been reported under
the caption "Cumulative Effect of a
11
Change in Accounting Principle". The charge relates to the Company's operations
in Japan (Far East Segment).
New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board issued Financial
Interpretation No.46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 requires a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. This Interpretation applies to all Variable Interest
Entities created after January 31, 2003. Adoption is required for public
companies at the end of periods ending after December 15, 2003. The Company has
not yet determined the effect of this Interpretation on its financial position
and results of operations.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
At August 31, 2003, the Company had borrowings totaling approximately $33.2
million outstanding under various credit agreements. The interest rates on these
borrowings are variable and therefore the general level of U.S. and foreign
interest rates affects interest expense. Increases in interest expense resulting
from an increase in interest rates could impact the Company's results of
operations. The Company's policy is to take actions that would mitigate such
risk when appropriate. These actions include staggering the term and rate of its
borrowings to match anticipated cash flows and movements in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
As of August 31, 2003, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of August 31, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to August 31, 2003.
PART 2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits
(31) Rule 13a - 14(a) / 15d - 14 (a) Certifications
(32) Section 1350 Certifications
(b) Reports on Form 8-K
None
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAZARE KAPLAN INTERNATIONAL INC.
By /s/ William H. Moryto
---------------------
William H. Moryto
Vice President and
Chief Financial Officer
Dated: October 14, 2003
14