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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
of the Securities Exchange Act of l934
FOR THE FISCAL YEAR ENDED JUNE 30, COMMISSION FILE NUMBER 0-18927
2002
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TANDY BRANDS ACCESSORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
A DELAWARE CORPORATION 75-2349915
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
690 E. LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
(Address of Principal Executive Offices)
(817) 548-0090
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section l2(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
COMMON STOCK, PAR VALUE $1.00 PER SHARE
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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 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 of the voting stock held by non-affiliates of
the registrant on September 6, 2002 (based on the closing price of such stock as
reported on September 6, 2002 through the National Market System of the National
Association of Securities Dealers Automated Quotation System) was approximately
$33,128,597.
There were 5,878,037 shares of common stock, $1.00 par value per share,
outstanding on September 6, 2002.
DOCUMENTS INCORPORATED BY REFERENCE:
(a) Annual Report to Stockholders for Fiscal Year Ended June 30, 2002
(incorporated by reference in Parts I, II and IV).
(b) Definitive Proxy Statement for the Annual Meeting of Stockholders to be
held October 16, 2002 (incorporated by reference in Part III).
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PART I
ITEM 1. BUSINESS.
WHAT DO WE DO?
We are a leading designer, manufacturer and marketer of branded men's,
women's and children's accessories, including belts and small leather goods such
as wallets. Our product line also includes handbags, socks, scarves, gloves,
hats, hair accessories, suspenders, cold weather accessories and sporting goods
accessories. We market our merchandise under a broad portfolio of nationally
recognized licensed and proprietary brand names, including DOCKERS(R),
LEVI'S(R), JONES NEW YORK(R), PERRY ELLIS(R), ROLFS(R), HAGGAR(R), WOOLRICH(R),
JORDACHE(R), INDIAN MOTORCYCLE(R), BUGLE BOY(R), CANTERBURY(R), PRINCE
GARDNER(R), PRINCESS GARDNER(R), AMITY(R), DON LOPER(R), ACCESSORY DESIGN
GROUP(R), TEX TAN(R) and TIGER(R), as well as private brands for major retail
customers. We sell our products to a variety of retail outlets, including mass
merchants, national chain stores, major department stores, men's and women's
specialty stores, catalog retailers, grocery stores, drug stores, golf pro
shops, sporting goods stores and the retail exchange operations of the United
States military.
WHAT ARE OUR PRODUCT LINES?
Our primary products consist of belts and small
leather goods, such as wallets, which accounted for
approximately 55.2% and 21.0%, respectively, of our
net sales for fiscal 2002. Our other products include
Fiscal 2002 Product Line Sales women's handbags, socks, scarves, gloves, hats, hair
accessories and men's neckwear, suspenders and other
fashion accessories. Collectively, these other
products accounted for the remaining 23.8% of our net
sales in fiscal 2002.
To facilitate our internal operations as well as our customer
relationships, our products are generally organized along men's and women's
product lines. As a result, we have two reportable segments: men's accessories,
and women's accessories. Men's accessories accounted for approximately 52.3% of
net sales during fiscal 2002, and women's accessories accounted for
approximately 47.7% of net sales during the same period. Financial information
regarding operations and assets by segment appears on page 20 of our 2002 Annual
Report to Stockholders, and this information is incorporated herein by
reference.
Belts
We, along with our predecessors, have been manufacturing and marketing
belts for over 70 years, and belts remain our largest single product category,
representing approximately 55.2%, 49.7% and 48.9% of net sales in fiscal 2002,
2001 and 2000, respectively. We compete in all four categories of the belt
market: casual, work, dress and fashion. In fiscal 2002, we manufactured
approximately 34.6% of the men's belts we distributed and imported the balance,
including all women's belts, from China, Guatemala and various other countries.
2
The continuing trend toward casual attire has created
an increasing demand for belts other than those in
the traditional dress category. Additionally, trends
in women's fashion dress categories such as jeans
have attributed to sales increases in certain
categories of women's belts. Our belt sales were
Fiscal 2002 Belt Sales $113.6 million in fiscal 2002, which represents an
increase of 14.9% compared to fiscal 2001. In fiscal
2002, sales of men's and boys' belts represented
$73.6 million, or 64.7% of total belt sales, and
women's and girls' belts represented $40.0 million,
or 35.3%, of total belt sales.
Small Leather Goods
Our small leather goods consist primarily of men's and women's wallets sold
under licensed and proprietary brands. Our small leather goods are primarily
obtained from manufacturers in foreign countries, such as China, due to the
labor-intensive nature of manufacturing small leather goods and the relative low
cost of labor in those countries. Sales of small leather goods accounted for
approximately $43.3 million, or 21.0%, of our total net sales in fiscal 2002.
Sales of small leather goods accounted for approximately 25.8% and 28.5% of our
total net sales in fiscal 2001 and 2000, respectively.
In fiscal 2002, sales of men's and boys' small
leather goods represented $21.4 million, or 49.5%, of
Fiscal 2002 Small Leather Goods Sales total small leather goods sales, and women's and
girls' small leather goods represented $21.9 million,
or 50.5% of our total small leather goods sales.
Other Accessories
In addition to belts and small leather goods, we distribute accessories
such as women's handbags, socks, scarves, gloves, hats, hair accessories, men's
suspenders and sporting goods accessories. These products are marketed under
certain of our proprietary brands, licensed brands and private brands. These
other accessories complement our core belt and small leather goods products. We
purchase all of our other accessory items, which are manufactured according to
our design specifications, from foreign and domestic sources. In fiscal 2002,
our sales of other accessories totaled $48.9 million, or 23.8%, of our total net
sales. Sales of other accessories accounted for 24.5% and 22.6% of our total net
sales in fiscal 2001 and 2000, respectively.
WHAT BRANDS DO WE SELL?
Our brand sales consist of licensed brands, private
brands and proprietary brands, which accounted for
Fiscal 2002 Brand Sales approximately 9.9%, 52.1% and 38.0%, respectively, of
our net sales for fiscal 2002.
3
License Agreements
We have been awarded license agreements for several well recognized brands,
including Dockers(R), Levi's(R), Jones New York(R), Perry Ellis(R), Bugle
Boy(R), Haggar(R), Woolrich(R), Jordache(R), Indian Motorcycle(R) and Tex
Tan(R). On March 4, 2002, we signed an exclusive licensing agreement with Levi
Strauss & Co. to produce women's small leather goods and women's belts under the
LEVI(R)name. We began shipping LEVI(R) products in July of 2002.
Generally, our license agreements cover specific products and require us to
pay annual royalties, ranging from 2% to 8% of net sales, based on minimum sales
quotas or sales. The terms of the agreements are typically four to ten years,
with options to extend the terms, provided certain sales or royalty minimums are
achieved. For fiscal 2002, sales of our licensed products accounted for
approximately $20.3 million, or 9.9%, of our net sales, with sales from no
individual license agreement accounting for more than 5% of total net sales.
Private Brand Products
In fiscal 2002, private brand products accounted for approximately $107.3
million, or 52.1%, of our total net sales. In a private brand program we are
responsible for designing, manufacturing and delivering unique products for
select customers according to the customer's individual requirements. These
programs offer our customers exclusivity and pricing control over their
products, both of which are important factors in the retail marketplace. We
believe our flexible sourcing capabilities, advanced electronic inventory
management and replenishment systems and design, product development and
merchandising expertise provide retailers with a superior alternative to direct
sourcing of their private brand products. Our principal private brand programs
include those for leading retailers such as
- Wal-Mart;
- JCPenney;
- Sears; and
- Target.
Our principal private brand programs also include nationally recognized private
brand names such as
- Farah(R);
- Faded Glory(R);
- No Boundaries(R);
- Arizona(R);
- St. John's Bay(R);
- Xhilaration(R);
- Mossimo(R); and
- Cherokee(R).
Proprietary Brands
In addition to our licensed and private brands, we produce and market
products under our own registered trademarks and trade names. We own leading and
well recognized trademarks such as Rolfs(R), Amity(R), Canterbury(R), Tiger(R),
Accessory Design Group(R), Prince Gardner(R), Princess Gardner(R), Royalle by
Prince Gardner(R), and Royalle by Princess Gardner(R). We intend to build on the
success of our proprietary brand portfolio by pursuing additional ownership
opportunities and expanding the assortment of products offered and the retail
channels served by our proprietary brands. Net sales under our proprietary
brands were approximately $78.2 million, or 38.0%, of our total net sales in
fiscal 2002.
4
Distribution of our Key Brands
Our key brands and each brand's targeted distribution channels and products
are as follows:
BRAND DISTRIBUTION CHANNEL PRODUCTS
- ----- -------------------- --------
Dockers(R) National chain stores Belts
Department stores Handbags
Specialty stores Small leather goods
Levi's(R) National chain stores Belts
Department stores Small leather goods
Specialty stores
Jones New York(R) Department stores Belts
Specialty stores Small leather goods
Perry Ellis(R) Department stores Belts
Specialty stores
Rolfs(R) Department stores Small leather goods
Specialty stores
Haggar(R) National chain stores Belts
Department stores Small leather goods
Catalogs
Woolrich(R) Department stores Belts
Specialty stores Small leather goods
Jordache(R) National chain stores Belts
Indian Motorcycle(R) National chain stores Belts
Small leather goods
Bugle Boy(R) National chain stores Belts
Department stores Small leather goods
Canterbury(R) Specialty stores Belts
Golf pro shops Small leather goods
Prince Gardner(R) National chain stores Small leather goods
Specialty stores
Princess Gardner(R) National chain stores Small leather goods
Specialty stores
Amity(R) Mass merchants Small leather goods
National chain stores
Coletta(R) Mass merchants Handbags
National chain stores
Accessory Design Group(R) Mass merchants Belts
National chain stores Women's accessories
Tiger(R) Mass merchants Belts
National chain stores
Stagg(R) Mass merchants Belts
National chain stores Small leather goods
5
WHAT ARE OUR CHANNELS OF DISTRIBUTION?
We sell our products to a variety of retail outlets. These outlets include
- mass merchants;
- national chain stores;
- major department stores;
- men's and women's specialty stores;
- catalog retailers;
- grocery stores;
- drug stores;
- golf pro shops;
- sporting goods stores; and
- the retail exchange operations of the United States military.
WHO ARE OUR CUSTOMERS?
We maintain strong relationships with major retailers in the United States
and Canada, including
- Wal-Mart;
- Target;
- Meijer's;
- Shopko;
- AAFES;
- Sears;
- JCPenney;
- Kohl's;
- May Department Stores;
- Dillard's;
- Mervyn's; and
- Federated Department Stores.
For fiscal 2002, Wal-Mart and Target represented 39.0% and 13.0% of our
total net sales, respectively. In fiscal 2002, our top ten customers accounted
for approximately 71.7% of net sales. A decision by Wal-Mart, Target or any
other significant customer, whether motivated by competitive conditions,
financial difficulties or otherwise, to decrease the amount of merchandise
purchased from us or to change their manner of doing business with us could have
a material adverse effect on our financial position and results of operations.
HOW DO WE MAINTAIN STRONG CUSTOMER RELATIONS?
We believe our success is due in large part to our strong customer
relationships, strong sales and marketing organization and superior customer
service. Factors which help facilitate these characteristics include our "quick
response" distribution, vendor inventory management services, electronic data
interchange, commonly referred to as EDI, capabilities and expertise in the
communication of fashion and lifestyle concepts through product lines and
innovative point-of-sale presentations. We develop and manage our accounts
through the coordinated efforts of senior management, regional managers, account
executives and an organization of salespeople and independent sales
representatives. Members of our senior management or senior account executives
manage our relationships with certain of our national accounts such as Wal-Mart,
Target, Meijer's, Shopko, Sears, JCPenney, Kohl's and Dillard's.
We maintain in-store customer service relationships with various specialty
stores, national chain stores and major department stores. We have a team of
more than 130 sales associates in the United States and approximately 35 sales
associates in Canada. These sales associates are organized on a regional basis
and supervised by regional sales managers. Sales associates are responsible for
overseeing accounts within a defined geographic territory, developing and
maintaining business relationships with their respective customers, preparing
and conducting line presentations and assisting customers in the implementation
of programs at
6
the individual store level. In addition, sales associates may, depending on the
needs of an individual customer, assist in the maintenance and presentation of
merchandise on the selling floor. Our regional sales organization is supported
by account executives. Sales personnel, other than senior managers, generally
are compensated based on a combination of salary and commission.
DID WE HAVE FIRM BACKLOG ORDERS FOR FISCAL 2002?
We had firm backlog orders at June 30, 2002 and 2001 totaling $12,865,000
and $9,065,000, respectively. Our backlog orders are fairly consistent
throughout the year with a seasonable increase during the second quarter.
Generally, whether we can fill our backlog orders is dependent on product
availability. Historically, the amount of unfilled backlog orders has been
immaterial. We currently use EDI for electronic communications of invoices,
shipping notices, purchase orders and other transactions. Due to the rapid
fulfillment of EDI orders, the backlog at June 30, 2002 may not be indicative of
future results.
HOW DO WE MERCHANDISE AND DEVELOP OUR PRODUCTS?
Senior managers are responsible for generating profitable performance
results by developing, planning, selling and implementing merchandise programs
for their accounts. Individual senior managers develop and maintain business
relationships with customers' buyers and merchandise managers. Senior managers
also develop and propose comprehensive programs relating to product mix, pricing
and fixturing, and they assist customers' buyers and merchandise managers in the
implementation of these programs. We coordinate the implementation of marketing
programs through the efforts of senior and regional managers. Senior managers
are compensated based on a combination of salary and bonus tied to various
measures of profitability and sales performance.
Our product development and merchandising professionals work closely with
customers, suppliers and our licensors to interpret market trends, develop new
products and create and implement comprehensive merchandising programs, which
consist of packaging and point-of-sale fixturing and presentation materials. We
believe our ability to design all of our products internally represents a
significant competitive advantage because retail customers have become
increasingly reliant on the design and merchandising expertise of their
suppliers.
WHAT IS OUR COMPETITIVE POSITION?
Competition in the fashion accessories industry is intense. The accessories
market is highly fragmented, and management believes we are one of the largest
competitors in the accessories industry. Based on our internal analysis, we
believe the sectors of the accessories market we serve have grown at an average
annual rate of 3-5% in recent years. In our opinion, this growth has resulted
from
- the trend toward more casual attire, which has increased demand for
accessories outside the traditional dress category;
- increased consumer awareness of branded accessories as a fashion and
lifestyle statement; and
- a desire for new and different accessories styles.
As a result of recent consolidation in the retail industry, retailers have
increasingly chosen to consolidate their supply bases to a core group of
companies that have the resources and expertise to meet the retailers'
increasing demands. Over the past several years, our net sales growth has
exceeded that of the accessories industry, and we believe we are well positioned
to continue to capitalize on these market trends.
7
Our ability to remain competitive depends largely on our ability to
maintain our customer relationships, create new designs and products and offer
high quality merchandise at popular prices. The following table summarizes our
primary competitors.
PRODUCT SEGMENT PRIMARY COMPETITORS
--------------- -------------------
Swank, Randa/Humphreys, Leegin, Max Leather and
Men's and Boys' Belts..................... Salant
Men's Wallets............................. Buxton, Randa/Humphreys, Mundi and Fossil
Women's and Girls' Belts.................. Cipriani, Liz Claiborne, Circa and Fossil
Nine West, Liz Claiborne, Kenneth Cole, Fossil and
Women's Handbags.......................... Guess
Women's Personal Leather Goods............ Buxton, Mundi, Fossil, Liz Claiborne and Nine West
We compete on the basis of customer service, brand recognition, product
quality and price. We believe our ability to compete successfully is based on
our strong customer relationships, superior customer service, strong national
brand portfolio, national distribution capabilities, proprietary inventory
management systems, flexible sourcing and product design and innovation.
HOW DO WE SEEK TO GROW OUR BUSINESS?
We seek increased sales and earnings through a variety of means, including
increased sales through our current operating units, as well as growth through
the acquisition of assets and similar businesses. To that end, on April 12,
2002, we acquired substantially all of the operating assets of AA&E
Leathercraft, Inc., a manufacturer and distributor of leather sporting goods
accessories. The purchase price for these assets was approximately $995,000 in
cash, which was provided by drawing on our existing credit facility. The assets
included, among other items, wholesale accounts receivable, wholesale inventory,
certain machinery and equipment, and a 10,000 square foot building located in
Yoakum, Texas.
Since we began operating as an independent company on November 1, 1990, we
have acquired numerous businesses. Over the last three years, we made the
following acquisitions.
NAME OF BUSINESS OR ASSETS
DATE ACQUIRED ACQUIRED PRODUCT LINES BRANDS ACQUIRED
------------- -------------------------- ------------- ---------------
January 18, 2001............ Stagg Industries, Inc. Men's and children's Stagg(R)
belts, wallets and
neckwear
April 17, 2001.............. Certain assets of Torel, Men's belts and Torel(R)
Inc. sporting goods
accessories
April 12, 2002.............. Certain assets of AA&E Sporting goods AA&E(R)
Leathercraft, Inc. accessories
WHERE AND HOW DO WE MANUFACTURE OUR PRODUCTS?
Our manufacturing facilities are located in Yoakum, Texas and Scarborough,
Ontario. The Yoakum facility has the capacity to manufacture approximately 5.3
million belts per year. During fiscal 2002, our manufacturing facilities
operated at approximately 74.8% of capacity. We continually seek to increase the
automation of our manufacturing operations. We believe we are one of the
lowest-cost domestic belt producers because of our automated equipment, large
production volumes and economies of scale in raw materials and finished goods
sourcing.
In fiscal 2002, we obtained certain finished products representing
approximately 85% of our net sales from outside manufacturers, both domestic and
foreign. We have strong relationships with a number of high quality, low-cost
foreign manufacturers which provide particularly labor-intensive products, such
as small leather goods, manufactured to our specifications.
WHAT ARE THE SOURCES AND AVAILABILITY OF OUR RAW MATERIALS?
Our raw materials requirements are limited to materials used in the
manufacture of men's belts, which is the only product line we manufacture
ourselves. These raw materials consist primarily of leather hides and
8
hardware, such as buckles, and are readily available from a variety of foreign
and domestic sources. As a result, we have not experienced any significant
disruption of product flow based on our raw materials needs.
ARE WE SUBJECT TO GOVERNMENTAL REGULATIONS?
Many of our products are manufactured in countries other than the United
States. Accordingly, those countries and the United States may from time to time
modify existing quotas, duties, tariffs, or import restrictions, or otherwise
regulate or restrict imports in a manner which could be material and adverse to
us. In addition, economic and political disruptions in Asia and other parts of
the world from which we import goods could have an adverse effect on our ability
to maintain an uninterrupted flow of products to our major customers.
Due to the fact that we sell our products to retail exchange operations of
the United States military, and are therefore a supplier to the federal
government, we must comply with all federal statutes applicable to federal
government suppliers. Compliance with these federal statutes does not impose a
significant burden on us.
HOW MANY EMPLOYEES DO WE HAVE?
We had approximately 1,156 employees as of June 30, 2002. We believe
employee relations are generally good.
WHAT ROLE DOES INTELLECTUAL PROPERTY PLAY IN OUR BUSINESS?
We believe our trademarks, our patents, our licenses to use certain
trademarks and our other proprietary rights in and to intellectual property are
important to our success and our competitive position, and we guard our
intellectual property rights against infringement. We devote considerable
resources to the establishment and protection of our intellectual property on a
nationwide basis and in selected foreign markets. Our trademarks remain valid
and enforceable as long as the marks are used in connection with our products
and services and the required documents and registration renewals are filed, and
the related fees are paid. Our patents remain valid and enforceable until the
end of the respective patent term, so long as maintenance fees are paid.
WHAT ARE OUR WORKING CAPITAL PRACTICES?
We do not enter into long-term agreements with any of our customers.
Instead, we enter into a number of purchase order commitments with our customers
for each of our lines every season. Due to the production time required by our
foreign suppliers to produce and ship goods to our distribution centers, we
attempt, based on internal estimates, to carry on hand inventory levels
necessary for the timely shipment of initial shipment and replenishment orders
of men's and women's accessories to our customers. A decision by the customer
buyer of a group of stores or any significant customer, whether motivated by
competitive conditions, financial difficulties or otherwise, to change the
amount of merchandise purchased from us significantly, or to change their manner
of doing business with us, may have a material effect on our financial condition
and results of operations. However, this exposure is mitigated in that our
products are sold to a variety of retail partners throughout the United States
and Canada.
9
ITEM 2. PROPERTIES.
We own and lease numerous facilities throughout the United States and
abroad. We currently lease our corporate offices which are located in Arlington,
Texas. We believe our various properties are adequate and suitable for the
particular uses involved. The following table summarizes our properties.
FORM OF
FACILITY LOCATION USE OWNERSHIP
----------------- --- ---------
Yoakum, Texas (4 facilities)......... Leather product manufacturing, product Own
distribution and administrative offices
West Bend, Wisconsin................. Distribution of small leather goods and Own
handbags
Scarborough, Ontario................. Manufacture and distribution of leather goods Lease
Dallas, Texas........................ Warehouse Lease
Arlington, Texas..................... Corporate offices Lease
New York, New York................... Office space Lease
San Francisco, California............ Office space Lease
St. Louis, Missouri.................. Office space Lease
Birmingham, Alabama.................. Office space Lease
Hong Kong............................ Office space Lease
The total space we own and lease as of June 30, 2002, is as follows.
APPROXIMATE SQUARE FEET
---------------------------
OWNED LEASED TOTAL
------- ------- -------
Warehouse and Office.................................... 506,000 254,000 760,000
Factory................................................. 63,000 27,000 90,000
------- ------- -------
Total................................................... 569,000 281,000 850,000
======= ======= =======
ITEM 3. LEGAL PROCEEDINGS.
We are not involved in any material pending legal proceedings, other than
ordinary routine litigation incidental to our business. No material legal
proceedings were terminated during the fourth quarter of the 2002 fiscal year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
fourth quarter of the 2002 fiscal year.
10
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) The principal market for our common stock is the NASDAQ National
Market System. The high and low bid information for our common stock for
each full quarterly period within the two most recent fiscal years appears
on page 28 of our 2002 Annual Report to Stockholders, and this information
is incorporated herein by reference.
(b) The approximate number of record holders of common stock on
September 6, 2002 was 925.
(c) We have never paid a cash dividend on our common stock. We
currently intend to retain our earnings for the foreseeable future to
provide funds for the expansion of our business. The payment of dividends
in the future will be at the sole discretion of our board of directors and
will depend on our profitability, financial condition, capital needs,
future prospects, contractual restrictions and other factors deemed
relevant by our board of directors. Our existing credit agreement currently
contains covenants restricting the payment of dividends.
(d) Information regarding securities authorized for issuance under
equity compensation plans is included in Part III, Item 12, of this report.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item appears on page 28 of our 2002 Annual
Report to Stockholders, and this information is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item appears on pages 23 through 27 of our
2002 Annual Report to Stockholders, and this information is incorporated herein
by reference.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to interest rate risk on our long-term debt. We manage our
exposure to changes in interest rates by the use of variable and fixed interest
rate debt. In addition, we have hedged our exposure to changes in interest rates
on a portion of our variable debt by entering into an interest rate swap
agreement to lock in a fixed interest rate for a portion of these borrowings. On
July 1, 2001, we entered into a three-year interest rate swap agreement with
Wells Fargo Bank, N.A., which expires on June 27, 2004, converting $30,000,000
of outstanding indebtedness from a variable to a fixed interest rate. The
average receive rate is based on a 90-day LIBOR rate. At June 30, 2002, the
receive and pay rates related to the interest rate swap were 2.04% and 5.60%,
respectively. Interest differentials paid or received under the swap agreement
are reflected as an adjustment to interest expense when paid. The interest rate
swap agreement represents a valid cash flow hedge investment under Statement No.
133. As such, during fiscal 2002, changes in the fair value of the interest rate
swap were recognized as other comprehensive income with the fair value at June
30, 2002, approximating $1,700,000 ($1,041,000, net of tax of $659,000). The
potential impact of market conditions on the fair value of our indebtedness is
not expected to be material. Given that such lines of credit bear interest at
floating market interest rates, the fair value of amounts borrowed thereunder
approximates carrying value.
Theoretically, we are also exposed to market risk with respect to changes
in the global price level of certain commodities used in the production of our
products. We routinely purchase leather hides during the year for use in the
manufacture of men's belts. We also purchase a substantial amount of leather
items from third-party suppliers. An unanticipated material increase in the
market price of leather could increase the cost of these products to us and
therefore have a negative effect on our results of operations.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears on pages 7 through 28 of our
2002 Annual Report to Stockholders, and this information is incorporated herein
by reference. Following is a cross reference for location of the required
information.
PAGE NUMBER IN THE
TANDY BRANDS ACCESSORIES, INC.
2002 ANNUAL
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT TO STOCKHOLDERS
- ------------------------------------------- ------------------------------
Consolidated Statements of Income for the Years Ended June
30, 2002, 2001 and 2000................................... 7
Consolidated Balance Sheets at June 30, 2002 and 2001....... 8
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2002, 2001 and 2000.............................. 9
Consolidated Statements of Stockholders' Equity for the
Years Ended June 30, 2002, 2001 and 2000.................. 10
Notes to Consolidated Financial Statements.................. 11-21
Selected Unaudited Quarterly Financial Data................. 21
Report of Independent Auditors.............................. 22
Selected Financial Data..................................... 28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
12
PART III
The information required by Items 10 through 13 is included in our
definitive Proxy Statement relating to our 2002 Annual Meeting of Stockholders,
and this information is incorporated herein by reference. Following is a cross
reference for location of the required information.
CAPTION IN THE PAGE NUMBER IN THE
TANDY BRANDS ACCESSORIES, INC. TANDY BRANDS ACCESSORIES, INC.
ITEM 2002 PROXY STATEMENT 2002 PROXY STATEMENT
---- ------------------------------ ------------------------------
ITEM 10. DIRECTORS AND "Proposal One: Election of Directors" 5-7
EXECUTIVE
OFFICERS OF THE "Other Information You Need to Make a Decision -- Who
REGISTRANT are our executive officers?" 16-17
"Section 16(a) Beneficial Ownership Reporting
Compliance" 16
ITEM 11. EXECUTIVE "Other Information You Need to Make a Decision -- How
COMPENSATION do we compensate our executive officers?"
17-18
"Other Information You Need to Make a Decision -- How
do we compensate our non-employee directors?"
19-21
"Other Information You Need to Make a Decision -- How
did our common stock perform compared to certain
indexes?" 19
"Other Information You Need to Make a
Decision -- What are the board of directors'
committees? What functions do they serve? --
Compensation Committee Interlocks and Insider
Participation" 22
"Report of the Human Resources and Compensation
Committee" 24
ITEM 12. SECURITY "Security Ownership of Certain Beneficial Owners"
OWNERSHIP OF 14-16
CERTAIN "Proposal Two: Approval of the Tandy Brands
BENEFICIAL Accessories, Inc. 2002 Omnibus Plan -- How many
OWNERS AND shares of common stock are issuable under our current
MANAGEMENT AND equity compensation plans?"
RELATED 12-13
STOCKHOLDER
MATTERS
ITEM 13. CERTAIN "Other Information You Need to Make a Decision -- Did
RELATIONSHIPS we have transactions with our officers, directors or
AND RELATED 5% stockholders?" 19
TRANSACTIONS
13
PART IV
ITEM 14. CONTROLS AND PROCEDURES.
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls during the 2002 fiscal
year.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
- The financial statements listed in response to Item 8 of this report
have been incorporated herein by reference to pages 7 through 28 of
our 2002 Annual Report to Stockholders.
- Financial Statement Schedule:
Report of Independent Auditors on Financial Statement Schedule for
the three years in the period ended June 30, 2002; Schedule
II -- Valuation and Qualifying Accounts.
The financial statement schedule should be read in conjunction with
the consolidated financial statements in our 2002 Annual Report to
Stockholders. Financial statement schedules not included in this
report have been omitted because they are not applicable or the
required information is shown in the consolidated financial
statements or notes thereto.
- Exhibits:
A list of the exhibits filed as part of this report is set forth in
the Exhibit Index, which immediately precedes such exhibits and is
incorporated herein by reference.
(b) Reports on Form 8-K.
We filed a Form 8-K on August 16, 2002, to report the issuance of the
press release announcing our financial results for the fourth quarter
of fiscal 2002.
14
SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TANDY BRANDS ACCESSORIES, INC.
(Registrant)
/s/ J.S.B. JENKINS
--------------------------------------
J.S.B. Jenkins
President and Chief Executive Officer
Date: September 27, 2002
Pursuant to the requirements of the Securities and Exchange Act of l934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME POSITION DATE
---- -------- ----
/s/ DR. JAMES GAERTNER Director and Chairman September 27, 2002
------------------------------------------------ of the Board
Dr. James Gaertner
/s/ J.S.B. JENKINS Director, President and September 27, 2002
------------------------------------------------ Chief Executive Officer
J.S.B. Jenkins
/s/ MARVIN J. GIROUARD Director September 27, 2002
------------------------------------------------
Marvin J. Girouard
/s/ C.A. RUNDELL, JR. Director September 27, 2002
------------------------------------------------
C.A. Rundell, Jr.
/s/ ROGER R. HEMMINGHAUS Director September 27, 2002
------------------------------------------------
Roger R. Hemminghaus
/s/ GENE STALLINGS Director September 27, 2002
------------------------------------------------
Gene Stallings
/s/ COLOMBE M. NICHOLAS Director September 27, 2002
------------------------------------------------
Colombe M. Nicholas
/s/ MARK J. FLAHERTY Chief Financial Officer September 27, 2002
------------------------------------------------ (Principal Accounting Officer)
Mark J. Flaherty
15
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
I, J.S.B. Jenkins, certify that:
1. I have reviewed this annual report on Form 10-K of Tandy Brands
Accessories, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
[ITEMS 4, 5 AND 6 OMITTED PURSUANT TO THE TRANSITION PROVISIONS OF RELEASE NO.
34-46427.]
/s/ J.S.B. JENKINS
--------------------------------------
J.S.B. Jenkins
Chief Executive Officer
Date: September 27, 2002
16
CERTIFICATION BY CHIEF FINANCIAL OFFICER
I, Mark J. Flaherty, certify that:
1. I have reviewed this annual report on Form 10-K of Tandy Brands
Accessories, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
[ITEMS 4, 5 AND 6 OMITTED PURSUANT TO THE TRANSITION PROVISIONS OF RELEASE NO.
34-46427.]
/s/ MARK J. FLAHERTY
--------------------------------------
Mark J. Flaherty
Chief Financial Officer
Date: September 27, 2002
17
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Tandy Brands Accessories, Inc.
We have audited the consolidated financial statements of Tandy Brands
Accessories, Inc. and subsidiaries as of June 30, 2002 and 2001, and for each of
the three years in the period ended June 30, 2002, and have issued our report
thereon dated August 2, 2002, incorporated by reference in this Annual Report on
Form 10-K. Our audits also included the financial statement schedule listed in
Item 15(a) of this Annual Report on Form 10-K. The schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/S/ERNST & YOUNG LLP
Fort Worth, Texas
August 2, 2002
18
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30,
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
- ----------- ------------ ---------- ---------- ------------- ----------
2002
Allowance for Doubtful Accounts
And Returns................... $1,671,000 $1,152,000 $ -0- $1,116,000 $1,707,000
2001
Allowance for Doubtful Accounts
And Returns................... $1,101,000 $1,720,000 $ -0- $1,150,000 $1,671,000
2000
Allowance for Doubtful Accounts
And Returns................... $1,180,000 $1,255,000 $ -0- $1,334,000 $1,101,000
- ---------------
(1) Represents uncollectible accounts written off, net of recoveries and
application of allowances to sales returns.
19
EXHIBIT INDEX
INCORPORATED BY REFERENCE (IF APPLICABLE)
-----------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
- ------------------------------ ----- --------- ---------- --------
(3) Articles of Incorporation and By-laws
3.1 Certificate of Incorporation of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 3.1
3.2 By-laws of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 3.2
3.3 Amendment No. 1 to By-laws of Tandy
Brands Accessories, Inc. 10-Q 5/10/02 0-18927 3.3
(4) Instruments defining the rights of security
holders, including indentures
4.1 Certificate of Designations, Powers,
Preferences, and Rights of Series A
Junior Participating Cumulative Preferred
Stock of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 4.1
4.2 Form of Common Stock Certificate of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.2
4.3 Form of Preferred Share Purchase Rights
Certificate of Tandy Brands Accessories,
Inc. S-1 11/02/90 33-37588 4.3
4.4 Form of Rights Certificate of Tandy
Brands Accessories, Inc. 8-K 11/02/99 0-18927 4.5
4.5 Amended and Restated Rights Agreement
dated October 19, 1999, between Tandy
Brands Accessories, Inc. and Bank Boston,
N.A. 8-K 11/02/99 0-18927 4.6
4.6 Amendment to Rights Agreement dated
October 19, 1999, between Tandy Brands
Accessories, Inc. and Fleet National Bank
(f.k.a. Bank Boston, N.A.) 10-Q 05/10/02 0-18927 4.7
(10) Material Contracts
10.1 Tandy Brands Accessories, Inc. 1991 Stock
Option Plan* S-1 11/02/90 33-37588 10.8
10.2 Form of Stock Option Agreement -- 1991
Stock Option Plan* S-1 11/02/90 33-37588 10.9
10.3 Tandy Brands Accessories, Inc. Benefit
Restoration Plan and related Trust
Agreement and Amendments No. 1 and 2
thereto* 10-K 09/25/97 0-18927 10.14
10.4 Form of Indemnification Agreement between
Tandy Brands Accessories, Inc. and each
of its Directors and Officers S-1 11/02/90 33-37588 10.15
10.5 Office Lease Agreement dated March 6,
1991, between John Hancock Mutual Life
Insurance Co. and Tandy Brands
Accessories, Inc. relating to the
corporate offices S-1 11/02/90 33-37588 10.16
10.6 Tandy Brands Accessories, Inc.
Non-Qualified Formula Stock Option Plan
for Non-Employee Directors* S-8 02/10/94 33-75114 28.1
20
EXHIBIT INDEX -- (CONTINUED)
INCORPORATED BY REFERENCE (IF APPLICABLE)
-----------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
- ------------------------------ ----- --------- ---------- --------
10.7 Tandy Brands Accessories, Inc. 1993
Employee Stock Option Plan and form of
Stock Option Agreement thereunder* S-8 02/10/94 33-75114 28.2
10.8 Tandy Brands Accessories, Inc.
Non-Qualified Stock Option Plan for
Non-Employee Directors* S-8 02/10/94 33-75114 28.3
10.9 Tandy Brands Accessories, Inc. 1995 Stock
Deferral Plan for Non-Employee Directors* S-8 06/03/96 33-08579 99.1
10.10 Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan* S-8 12/12/97 33-42211 99.2
10.11 Tandy Brands Accessories, Inc. Employees
Investment Plan as Amended and Restated
Effective June 1, 2000* 10-K 09/26/00 0-18927 10.39
10.12 Credit Agreement Among Tandy Brands
Accessories, Inc. as the Borrower, Wells
Fargo HSBC Trade Bank, N.A. as
Administrative Agent and as Lender, and
certain Financial Institutions, as Lenders
and Wells Fargo Bank, N.A. as Arranger as
of June 27, 2001 10-K 09/25/01 0-18927 10.42
10.13 ISDA Master Agreement between Tandy Brands
Accessories, Inc. and Wells Fargo Bank,
N.A., dated as of June 27, 2001 10-K 09/25/01 0-18927 10.42
10.14 Tandy Brands Accessories, Inc. Stock
Purchase Program* S-8 02/12/02 33-55436 99.5
10.15 Limited Consent and Waiver dated November
5, 2001 between Tandy Brands Accessories,
Inc. and Wells Fargo HSBC Trade Bank, N.A.
as Administrative Agent under the
Agreement 10-Q 11/13/01 0-18927 10.43
10.16 Amendment No. 2 to the Tandy Brands
Accessories, Inc. 1997 Employee Stock
Option Plan* 10-Q 5/10/02 0-18927 10.44
10.17 Amendment No. 4 to the Tandy Brands
Accessories, Inc. Nonqualified Formula
Stock Option Plan For Non-Employee
Directors* 10-Q 5/10/02 0-18927 10.44
10.18 Nonqualified Stock Option Agreement for
Non-Employee Directors, dated October 16,
2001, by and between Tandy Brands
Accessories, Inc. and Dr. James F.
Gaertner* S-8 5/15/02 33-88276 10.2
10.19 Nonqualified Stock Option Agreement for
Non-Employee Directors, dated October 16,
2001, by and between Tandy Brands
Accessories, Inc. and Marvin J. Girouard* S-8 5/15/02 33-88276 10.3
10.20 Nonqualified Stock Option Agreement for
Non-Employee Directors, dated October 16,
2001, by and between Tandy Brands
Accessories, Inc. and Gene Stallings* S-8 5/15/02 33-88276 10.4
21
EXHIBIT INDEX -- (CONTINUED)
INCORPORATED BY REFERENCE (IF APPLICABLE)
-----------------------------------------
EXHIBIT NUMBER AND DESCRIPTION FORM DATE FILE NO. EXHIBIT
- ------------------------------ ----- --------- ---------- --------
10.21 Nonqualified Stock Option Agreement for
Non-Employee Directors, dated October 16,
2001, by and between Tandy Brands
Accessories, Inc. and Roger R.
Hemminghaus* S-8 5/15/02 33-88276 10.5
10.22 Nonqualified Stock Option Agreement for
Non-Employee Directors, dated October 16,
2001, by and between Tandy Brands
Accessories, Inc. and Colombe M. Nicholas* S-8 5/15/02 33-88276 10.6
10.23 First Amendment to Credit Agreement
between Tandy Brands Accessories, Inc. and
Wells Fargo HSBC Trade Bank, NA, dated
June 28, 2002** N/A N/A N/A N/A
(13) Annual Report to security holders, Form 10-Q or
quarterly report to security holders
13.1 Annual Report to Stockholders of Tandy
Brands Accessories, Inc.** N/A N/A N/A N/A
(21) Subsidiaries of the registrant
21.1 List of subsidiaries** N/A N/A N/A N/A
(23) Consents of experts and counsel
23.1 Consent of Ernst & Young LLP** N/A N/A N/A N/A
(99) Other Exhibits
99.1 Certification pursuant to Section 906 of
Sarbanes-Oxley Act (Chief Executive
Officer)** N/A N/A N/A N/A
99.2 Certification pursuant to Section 906 of
Sarbanes-Oxley Act (Chief Financial
Officer)** N/A N/A N/A N/A
- ---------------
* Management contract or compensatory plan
** Filed herewith
22