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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended January 31, 2002
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 number 0-23001
SIGNATURE EYEWEAR, INC.
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(Exact Name of Registrant as Specified in its Charter)
California 95-3876317
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
498 North Oak Street
Inglewood, California 90302
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(Address of Principal Executive Offices)
(310) 330-2700
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(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 [_] No [X]
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: Common Stock, par
value $0.001 per share, 5,976,889 shares issued and outstanding as of May 31,
2003.
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SIGNATURE EYEWEAR, INC.
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION Page
----
Item 1 Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 6
Notes to the Consolidated Financial Statements 8
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 3 Quantitative and Qualitative Disclosures about Market Risk 24
PART II OTHER INFORMATION
Item 3 Defaults Upon Senior Securities 25
Item 6 Exhibits and Reports on Form 8-K 26
2
SIGNATURE EYEWEAR, INC.
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2002 (UNAUDITED) AND OCTOBER 31, 2001
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ASSETS
January 31, October 31,
2002 2001
------------ ------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents, including restricted
cash of $147,446 (unaudited) and $202,824 $ 1,390,623 $ 1,443,496
Accounts receivable - trade, net of allowance for
doubtful accounts of $511,375 (unaudited)
and $574,096 4,763,307 5,129,460
Inventories, net of reserves for obsolete inventories
of $3,087,206 (unaudited) and $2,450,000 8,823,957 10,328,364
Income taxes refundable 112,704 110,000
Promotional products and materials 73,015 164,548
Prepaid expenses and other current assets 29,514 8,952
------------ ------------
Total current assets 15,193,120 17,184,820
PROPERTY AND EQUIPMENT, NET 1,359,726 1,456,083
TRADEMARK, net of accumulated amortization of
$16,882 (unaudited) and $16,882 130,897 130,897
DEPOSITS AND OTHER ASSETS 133,772 133,772
------------ ------------
TOTAL ASSETS $ 16,817,515 $ 18,905,572
============ ============
The accompanying notes are an integral part of these financial statements.
3
SIGNATURE EYEWEAR, INC.
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2002 (UNAUDITED) AND OCTOBER 31, 2001
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LIABILITIES AND SHAREHOLDERS' DEFICIT
January 31, October 31,
2002 2001
------------ ------------
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 9,049,834 $ 10,143,540
Accrued expenses and other current liabilities 2,256,409 2,752,281
Line of credit 3,314,318 3,228,358
Current portion of long-term debt 5,983,595 6,265,773
------------ ------------
Total current liabilities 20,604,156 22,389,952
LONG-TERM DEBT, net of current portion 1,484,838 1,461,456
------------ ------------
Total liabilities 22,088,994 23,851,408
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COMMITMENTS
SHAREHOLDERS' DEFICIT
Preferred stock, $0.001 par value
5,000,000 shares authorized
0 (unaudited) and 0 shares issued and outstanding -- --
Common stock, $0.001 par value
30,000,000 shares authorized
5,556,889 (unaudited) and 5,056,889 shares
issued and outstanding 5,557 5,057
Additional paid-in capital 14,432,621 14,368,121
Accumulated deficit (19,709,657) (19,319,014)
Total shareholders' deficit (5,271,479) (4,945,836)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 16,817,515 $ 18,905,572
============ ============
The accompanying notes are an integral part of these financial statements.
4
SIGNATURE EYEWEAR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2002 AND 2001 (UNAUDITED)
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2002 2001
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(unaudited) (unaudited)
NET SALES $ 8,521,661 $ 10,889,044
COST OF SALES 3,334,413 3,760,963
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GROSS PROFIT 5,187,248 7,128,081
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OPERATING EXPENSES
Selling 2,391,001 3,008,137
General and administrative 2,891,198 3,363,024
Depreciation and amortization 109,750 300,512
------------ ------------
Total operating expenses 5,391,949 6,671,673
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INCOME (LOSS) FROM OPERATIONS (204,701) 456,408
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OTHER INCOME (EXPENSE)
Sundry income 29,867 21,978
Interest expense, net (215,919) (373,833)
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Total other income (expense) (186,052) (351,855)
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INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM)
INCOME TAXES (390,753) 104,553
PROVISION FOR (BENEFIT FROM) INCOME TAXES (110) 730
------------ ------------
NET INCOME (LOSS) $ (390,643) $ 103,823
============ ============
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.07) $ 0.02
============ ============
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 5,285,150 5,056,889
============ ============
The accompanying notes are an integral part of these financial statements.
5
SIGNATURE EYEWEAR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2002 AND 2001 (UNAUDITED)
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2002 2001
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(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (390,643) $ 103,823
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization 109,750 300,512
Provision for bad debts -- 13,149
(Increase) decrease in
Accounts receivable - trade 366,153 (484,545)
Inventories 1,504,407 2,351,408
Income taxes refundable (2,704) --
Promotional products and materials 91,533 225,114
Prepaid expenses and other current assets (20,562) (90,108)
Deposits and other assets -- 17,590
Decrease in
Accounts payable - trade (1,093,706) (2,010,886)
Accrued expenses and other current liabilities (430,872) (814,522)
----------- -----------
Net cash provided by (used in) operating activities 133,356 (388,465)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (13,393) (12,288)
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Net cash used in investing activities (13,393) (12,288)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) on line of credit 85,960 (530,248)
Payments on long-term debt (258,796) (249,646)
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Net cash used in financing activities (172,836) (779,894)
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Net decrease in cash and cash equivalents (52,873) (1,180,647)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,443,496 1,860,451
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,390,623 $ 679,804
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The accompanying notes are an integral part of these financial statements.
6
SIGNATURE EYEWEAR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2002 AND 2001 (UNAUDITED)
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2002 2001
----------- -----------
(unaudited) (unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID $ 71,888 $ 386,819
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INCOME TAXES PAID $ 2,594 $ 730
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the three months ended January 31, 2002, the Company entered into a Stock
Issuance and Release Agreement on December 20, 2001, whereby the Company issued
500,000 shares of common stock and paid $3,000 to Springer Capital Corporation
in satisfaction of the purchase price adjustment relating to the Great Western
Optical acquisition. The fair value of the settlement amount of $68,000 was
included in accrued expenses and other current liabilities at October 31, 2001.
During the three months ended January 31, 2001, the Company entered into an
agreement to modify an operating lease to reduce long-term debt by $674,699 by
applying prepaid expenses of $126,975 and deposits and other assets of $499,068
related to the note holder and by increasing accrued expenses and other current
liabilities by $48,656.
The accompanying notes are an integral part of these financial statements.
7
PART I.
FINANCIAL INFORMATION
SIGNATURE EYEWEAR, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND LINE OF BUSINESS
Signature Eyewear, Inc. (the "Company") designs, markets, and distributes
eyeglass frames throughout the United States and internationally. Primary
operations are conducted from leased premises in Inglewood, California, with a
warehouse and sales office in Belgium.
Business Acquisition. Effective August 1999, the Company acquired 100% of
the capital stock of Great Western Optical ("GWO"), a privately-held corporation
engaged primarily in the distribution of the Company's products (the "GWO
Acquisition"). The purchase price for the GWO Acquisition was approximately
$519,500, consisting of the issuance of 50,000 shares of the Company's common
stock and warrants to purchase 50,000 shares of the Company's common stock
valued at $252,000, a note payable for $250,000, and acquisition-related
expenses of $17,500.
The GWO Acquisition provided for a purchase price adjustment if the per
share market value of the 50,000 shares of common stock issued at the initial
GWO Acquisition date was below $7 on July 31, 2001. On July 31, 2001, the
Company's common stock was trading at $0.45 per share. In lieu of the purchase
price adjustment, in December 2001, the Company issued 500,000 shares of common
stock and paid $3,000 to Springer Capital Corporation, the seller, in
satisfaction of the purchase price adjustment (see Note 8).
NOTE 2 - GOING CONCERN
The Company has received a report from its prior independent auditors that
includes an explanatory paragraph describing the uncertainty as to the Company's
ability to continue as a going concern as of October 31, 2001. These financial
statements contemplate the ability to continue as such and do not include any
adjustments that might result from this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all normal, recurring adjustments considered
necessary for a fair presentation have been included.
These financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended October 31, 2001. The results of operations for
the three months ended January 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended October 31, 2002.
Property and Equipment. Property and equipment are recorded at cost.
Depreciation and amortization are provided using the straight-line method over
the estimated useful lives of the assets as follows:
Office furniture and equipment 7 years
Computer equipment 3 years
Software 3 years
Machinery and equipment 5 years
Machinery and equipment held under
capital lease agreements 5 years
Leasehold improvements term of the lease
8
Trademark. The Dakota Smith trademark is recorded at cost, less accumulated
amortization. Amortization is provided using the straight-line method over the
estimated useful life of the trademark of 20 years. The Company continually
evaluates whether events or circumstances have occurred that indicate the
remaining estimated value of the trademark may not be recoverable. When factors
indicate that the value of the trademark may be impaired, the Company estimates
the remaining value and reduces the trademark to that amount. Amortization
expense was $0 (unaudited) and $143,786 (unaudited) for the three months ended
January 31, 2002 and 2001, respectively.
Fair Value of Financial Instruments. For certain of the Company's financial
instruments, including cash and cash equivalents, accounts receivable, accounts
payable - trade, accrued expenses and other current liabilities, and line of
credit, the carrying amounts approximate fair value due to their short
maturities. The amounts shown for long-term debt also approximate fair value
because current interest rates offered to the Company for debt of similar
maturities are substantially the same.
Certain of the Company's liabilities were settled subsequent to January 31,
2002 for less than their carrying value at that date (see Note 9).
Earnings (Loss) per Share. The Company calculates earnings (loss) per share
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share." Basic earnings (loss) per share is computed by dividing
the income (loss) available to common shareholders by the weighted-average
number of common shares outstanding. Diluted earnings (loss) per share is
computed similar to basic earnings (loss) per share except that the denominator
is increased to include the number of additional common shares that would have
been outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. The Company did not have any dilutive
shares for the three months ended January 31, 2002 and 2001.
The following potential common shares have been excluded from the
computations of diluted earnings (loss) per share for the three months ended
January 31, 2002 and 2001 because the effect would have been anti-dilutive:
2002 2001
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(unaudited) (unaudited)
Stock options 445,700 512,900
Warrants 230,000 230,000
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TOTAL 675,700 742,900
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Estimates. The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Reclassifications. Certain amounts included in the prior period financial
statements have been reclassified to conform with the current period
presentation. Such reclassifications did not have any effect on reported net
income (loss) and are immaterial to the financial statements as a whole.
Recently Issued Accounting Pronouncements. In October 2002, the Financial
Accounting Standards Board issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those transactions be accounted for in accordance with SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." In addition, this statement amends SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include certain financial
institution-related intangible assets. This statement is not applicable to the
Company.
9
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," an amendment of SFAS No. 123. SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation. This statement is effective for
financial statements for fiscal years ending after December 15, 2002. SFAS No.
148 will not have any impact on the Company's financial statements as management
does not have any intention to change to the fair value method.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment at October 31, 2001 and January 31, 2002 consisted
of the following:
January 31, October 31,
2002 2001
---------- ----------
(unaudited)
Office furniture and equipment $ 884,080 $ 877,799
Computer equipment 1,298,844 1,212,065
Software 821,288 821,288
Machinery and equipment 161,473 158,817
Machinery and equipment held under capital
lease agreements 294,609 376,932
Leasehold improvements 1,185,190 1,185,190
---------- ----------
4,645,484 4,632,091
Less accumulated depreciation and amortization
(including accumulated depreciation and
amortization of $169,699 (unaudited) and $131,172
for equipment under capital
lease agreement) 3,285,758 3,176,008
---------- ----------
TOTAL $1,359,726 $1,456,083
========== ==========
Depreciation and amortization expense was $109,750 (unaudited) and $156,726
(unaudited) for three months ended January 31, 2002 and 2001, respectively,
(including depreciation and amortization expense of $37,945 (unaudited) and
$17,365 (unaudited), respectively, on machinery and equipment held under capital
leases).
NOTE 5 - LINE OF CREDIT
The Company had a credit facility with a commercial bank (the "Bank"),
consisting of an accounts receivable and inventory revolving credit line and a
term note payable (see Note 6), which were secured by substantially all of the
assets of the Company. Under the credit line, the Company could obtain advances
up to an amount equal to 60% of eligible accounts receivable and 30% of eligible
inventories up to a maximum of $4,500,000. The advances on the line of credit
bore interest at the Company's option at either the Bank's prime rate or 2.5% in
excess of the London Inter-Bank Offering Rate ("LIBOR"). The credit facility
matured on September 30, 2000.
The Company defaulted on the credit facility for various reasons, including
the nonpayment of the line of credit at maturity as well as noncompliance with
various covenants and conditions. Since September 30, 2000, the interest rate on
the credit line has been 5% per annum in excess of the original rate. The
Company entered into a forbearance agreement with the Bank in December 2000,
which was extended many times. Amounts outstanding on the line of credit at
October 31, 2001 and January 31, 2002 were $3,228,358 and $3,314,318
(unaudited), respectively.
In April 2003, the credit facility was repaid (see Note 9).
10
NOTE 6 - LONG-TERM DEBT
Long-term debt at October 31, 2001 and January 31, 2002 consisted of the
following:
January 31, October 31,
2002 2001
-------------- --------------
(unaudited)
Term note payable to the Bank in the original amount of
$3,500,000, secured by substantially all of the
assets of the Company, payable in monthly
installments of $72,917, plus interest at LIBOR,
plus 7.5% per annum, which includes the 5% default
penalty since September 2000. In April 2003, the
term note
payable was repaid (see Notes 5 and 9). $ 2,552,107 $ 2,770,857
Obligation to a frame vendor in the original amount
of $4,195,847, less an unamortized discount of
$639,043, unsecured, payable in monthly
installments of $50,000, including interest
imputed at 7.37% per annum. This obligation was in
default at January 31, 2002. In April 2003, the
Company paid $2,350,000 to settle this and other
obligations to the frame vendor
(see Note 9). 3,207,291 3,207,291
Note payable to lessor of the Company's principal
offices and warehouse in the original amount
of $240,000, unsecured, payable in monthly
installments of $4,134, including interest at 10%
per annum, maturing on May 1, 2005. 140,147 148,901
Note payable to California Design Studio, Inc. ("CDS"),
unsecured, payable in monthly installments of
between $8,333 and $17,042, with a final payment
of any principal plus interest remaining in May
2007, including interest at 7% per annum, maturing
on May 23, 2007. In January 2003, the Company paid
$500,000 to settle all liabilities with CDS,
including this note and the obligation assumed in
conjunction with the acquisition of CDS and
extension of the consulting agreement (see
Note 9). 965,911 972,422
Obligation assumed in conjunction with acquisition
of CDS and extension of consulting agreement,
payable in monthly installments of $15,000,
including interest imputed at 10% per annum,
maturing on July 1, 2003. This obligation was
settled in January 2003 (see Note 9). 154,876 154,876
Lump sum liability for property and equipment
associated with various operating lease agreements
with Oliver Allen, secured by such property and
equipment, payable in full in August 2004. The
Company adjusted the liability in October 2002 in
anticipation of the lease payoff and general
release in
February 2003 (see Note 9). 221,855 221,855
Liability for machinery and equipment under
various capital lease agreements, secured by
certain machinery and equipment, bearing interest
ranging from 8.19% to 11.4% per annum, maturing
through August 2004. In March and April 2003, the
Company paid $58,162 in full settlement of $89,550
of this liability (see Note 9). $ 226,246 $ 251,027
-------------- --------------
7,468,433 7,727,229
Less current portion 5,983,595 6,265,773
-------------- --------------
LONG-TERM PORTION $ 1,484,838 $ 1,461,456
============== ==============
11
Future maturities of long-term debt at January 31, 2002 were as follows:
12 Months
Ending
January 31,
-----------
(unaudited)
2003 $ 5,983,595
2004 327,268
2005 434,166
2006 176,272
2007 171,644
Thereafter 375,488
------------
TOTAL $ 7,468,433
============
NOTE 7 - COMMITMENTS
Frame Purchase Agreement. In conjunction with the asset acquisition of CDS,
the Company entered into a purchase agreement with one of CDS' frame vendors,
whereby the Company agreed to purchase the following amounts of eyeglass frames
during the periods indicated: (i) $2,400,000 from the closing of the acquisition
through July 31, 2000; (ii) $3,000,000 during the 12 months ending July 31,
2001; and (iii) $3,000,000 during the 12 months ending July 31, 2002. The
Company did not meet the minimum purchase requirement for the year ended July
31, 2002. In April 2003, the Company paid $2,350,000 to retire all obligations
with this frame vendor and terminate this frame purchase agreement (see Note 9).
NOTE 8 - SHAREHOLDERS' DEFICIT
Common Stock. In December 2001, the Company issued 500,000 shares of its
common stock and paid $3,000 to Springer Capital Corporation in satisfaction of
the purchase price adjustment relating to the GWO Acquisition. The fair value of
the settlement amount, $68,000, had been accrued as a liability at October 31,
2001.
Warrants. In January 2002, warrants to purchase 100,000 shares of the
Company's common stock held by Coach, a division of Sara Lee Corporation, were
canceled 30 days following the termination of the Company's eyewear license with
Coach.
NOTE 9 - SUBSEQUENT EVENTS
Sale of USA Optical. In March 2002, the Company sold its USA Optical
product line, including (i) all of the eyewear frame inventory under the brand
name of Camelot or sold as part of the USA Optical line, (ii) all names,
copyrights, logos, trademarks, computer software, and other intellectual
property rights related to the trademarks or trade names Camelot or USA Optical,
and (iii) all marketing materials, customer lists, and sales and vendor records
to the trademarks or trade names of Camelot or USA Optical. Management believes
the effect of the sale on its future operations will not be significant.
The sales price for the USA Optical product line was $500,000, plus the
assumption of certain obligations and liabilities related to the USA Optical
line's outstanding purchase orders amounting to $70,000. In addition, the
Company agreed to supply the buyer with inventory for the existing models of
eyeglass frames sold by the Company at a discount of 10% off the prices set
forth by the buyer until the aggregate savings with respect to such purchases
equals the total amount of Earned and Pending Premium Obligations, as defined.
12
In connection with the sale of the USA Optical product line, the Company's
former Chairman of the Board/Chief Executive Officer entered into a three-year
consulting agreement with the buyer for a monthly consulting fee of $4,667. The
monthly consulting fee was offset against the former officer's salary until his
resignation in April 2003.
License Agreements. In July 2002, the Company extended its license
agreement with Eddie Bauer, Inc. through December 31, 2005. The license can be
renewed for a two-year term provided that specified minimum sales are achieved
and the Company is not in material default under the license agreement.
In December 2002, the Company extended its license agreement with Hart
Schaffner & Marx for a period of three years until December 31, 2005. The
license agreement requires specified minimum net sales and royalties per annum.
In December 2002, the Company extended its license agreement with Nicole
Miller until March 31, 2006. Under the terms of the extension agreement, the
Company will have the option to renew the license agreement for an additional
term of three years, if and only if (i) the Company is in compliance with the
terms and conditions of the license agreement at the time of this extension and
on March 31, 2006 and (ii) the Company pays the guaranteed minimum royalty for
each of the three years ended March 31, 2006.
Litigation. In December 2000, Coach terminated the eyewear license
agreement with the Company due to alleged breaches of the agreement by the
Company and filed an action seeking recovery for unpaid royalties and
advertising costs pursuant to the license agreement. In March 2002, the Company
entered into a settlement agreement with Coach, whereby Coach agreed to release
the Company from all actions and debts for $250,000, payable over the 90-day
period following the date of the settlement agreement. The Company has paid this
settlement in full.
Note Payable to Lessor of the Company's Principal Offices and Warehouse. In
November 2002, the Company executed an unsecured promissory note for $89,405
with the lessor of the Company's principal offices and warehouse. This amount
consisted of amounts related to the base rent and common area operating expenses
payable per the operating lease due October 1, 2002 and the October payment of
principal and interest with respect to the $240,000 unsecured promissory note
dated June 23, 1998. Late charges and other penalties totaling $12,761 owed by
the Company with respect to the October rent were forgiven. The promissory note
bears interest at 8% per annum and is repayable in 26 equal monthly installments
of $3,757 each beginning April 1, 2003 and ending May 1, 2005.
Settlement Agreement and General Release with CDS. In January 2003, the
Company entered into a settlement agreement with CDS and the sole shareholder of
CDS, settling all remaining obligations between the parties emanating from the
Company's purchase of all of the assets of CDS in 1999. The remaining
obligations included those under a consulting agreement with the sole
shareholder of CDS for $154,876 (unaudited) at January 31, 2002 (see Note 6) and
the promissory note given as part of the purchase price for $965,911 (unaudited)
at January 31, 2002 (see Note 6). In the settlement, the Company paid $500,000
to CDS and the sole shareholder of CDS, and the parties executed a mutual
general release.
Sale and License Back of Dakota Smith Trademark and Inventory. In February
2003, the Company sold all of its rights to its Dakota Smith eyewear trademark
for $600,000 and the related inventory for $400,000. Concurrently, the Company
entered into a three-year exclusive license agreement, with a two-year renewal
option, with the purchaser to use the trademark for eyeglass frames sold and
distributed in the United States and certain other countries. The license
agreement specifies certain guaranteed minimum royalties per annum. The Company
also repurchased the Dakota Smith inventory for a non-interest-bearing note in
the amount of $400,000. The note is secured by the inventory and payable in
monthly installments through March 2004.
Oliver Allen Lease Payoff. In February 2003, the Company entered into an
agreement with Oliver Allen to purchase certain property and equipment rented
under various operating leases for $750,000. These leases were entered into
during the period from March 1, 1999 through July 1, 2000 and expire from
September 1, 2002 through January 1, 2004.
To fund this lease payoff, the Company obtained a $750,000 loan from a
commercial bank. The loan bears interest at 4% per annum, is repayable in 59
monthly installments of $13,812 commencing March 31, 2003, with the remaining
principal and accrued interest being due and payable in full on February 28,
2008, and is secured by the property and equipment purchased. The Company has
the option to pay down the principal balance at any time during the course of
the agreement.
13
Credit Facilities
-----------------
HLIC Credit Facility. In April 2003, the Company obtained a $3,500,000
credit facility from HLIC. The credit facility is secured by all of the assets
of the Company and includes a $3,000,000 term loan and a $500,000 revolving line
of credit.
The term loan bears interest at 10% per annum, is payable interest only for
the first year of payments, with payments of principal and interest on a 10-year
amortization commencing in the second year, and is due and payable in April
2008. The revolving credit facility bears interest at a rate of 1% per month,
payable monthly, with all advances subject to approval of HLIC, and is due and
payable in April 2008. The Company may prepay the credit facility without
premium or penalty at any time.
As additional security for the credit facility, an irrevocable letter of
credit must be issued in favor of HLIC by a commercial bank in the amount of
$1,250,000, subject to reduction if the credit facility is less than $1,250,000.
The letter of credit delivered to obtain the credit facility was secured by a
related party. Furthermore, the Company purchased a $250,000 debenture from HLIC
as additional security. This debenture will earn interest at 3% per annum,
adjusted annually to the one-year debenture rate offered by HLIC, and will
remain as collateral until the credit facility is paid in full.
The terms of the agreement include certain financial and non-financial
covenants, which include that the Company must maintain inventories, accounts
receivable, and cash of not less than $7,000,000; and that the Company cannot
incur any additional debt, engage in any merger or acquisition, or pay any
dividends or make any distributions to shareholders other than stock dividends
without the consent of HLIC.
As further consideration for the credit facility, the Company also granted
HLIC warrants to purchase 100,000 shares of common stock. The warrants vest
immediately, expire on April 30, 2008, and have an exercise price of $0.67 per
share.
Bluebird Credit Facility. In April 2003, the Company obtained from Bluebird
Finance Limited ("Bluebird") a credit facility of up to $4,150,000 secured by
the assets of the Company. The credit facility includes a revolving credit line
in the amount of $2,900,000 and support for the $1,250,000 letter of credit
securing the HLIC credit facility. The loan bears interest at 5% per annum,
payable annually for the first two years, with payments of principal and
interest on a 10-year amortization schedule commencing in the third year, and is
due and payable in April 2013.
Bluebird's loan commitment will be reduced by $72,000 in July 2005 and by
the same amount every three months thereafter. This loan is subordinate to the
HLIC credit facility. The Company must comply with certain financial and
non-financial covenants, which include that without the consent of Bluebird it
may not make any acquisition or investment in excess of an aggregate of $150,000
each fiscal year outside the ordinary course of business or enter into any
merger or similar reorganization.
Designation and Issuance of Series A 2% Convertible Preferred Stock. In
April 2003, the Company designated a new series of preferred stock, designated
"Series A 2% Convertible Preferred Stock" (the "Series A Preferred"),
authorizing 1,360,000 shares. In addition, in April 2003, the Company issued
1,200,000 shares to Bluebird for $800,000, or $0.6667 per share. The Series A
Preferred provides for cumulative dividends at the rate of 2% per annum payable
in cash or additional shares of Series A Preferred and has a liquidation
preference equal to its original purchase price plus accrued and unpaid
dividends. The Company has the right to redeem the Series A Preferred,
commencing April 2005 at the liquidation preference, plus accrued and unpaid
dividends, plus a premium of $450,000.
The Company must redeem the Series A Preferred upon certain changes of
control, as defined in the agreement, to the extent the Company has the funds
legally available at the same redemption price, unless the change of control
occurs before April 2005, in which event the premium is 10% of either the
consideration received by the Company's shareholders or the market price, as
applicable. The Series A Preferred is convertible into common stock on a
share-for-share basis, subject to adjustments for stock splits, stock dividends,
and similar events, at any time commencing May 2005.
The holders of the Series A Preferred do not have voting rights, except as
required by law, provided, however, that at any time two dividend payments are
not paid in full, the Board of Directors will be increased by two and the
holders of the
14
Series A Preferred, voting as a single class, will be entitled to elect the
additional directors. Bluebird received demand and piggyback registration rights
for the shares of common stock into which Series A Preferred may be converted.
Retirement of Bank Credit Facility. In April 2003, the Company utilized the
proceeds from the Home Loan Investment Company ("HLIC") credit facility to
retire its bank credit facility, which consisted of a line of credit and term
note payable that had been in default, for a payment of $3,125,000. This
transaction will result in the Company recording a gain of approximately
$700,000 in the statement of operations for the year ended October 31, 2003.
Retirement of Obligations to Frame Vendor. In April 2003, the Company used
a portion of the proceeds from the Bluebird credit facility to retire its
obligations to a frame vendor in the aggregate amount of approximately
$5,800,000 for a payment of $2,475,000 to Dartmouth Commerce of Manhattan, Inc.
("Dartmouth Commerce"), a related party. Dartmouth Commerce had purchased this
obligation from the frame vendor for $2,350,000. The payment also terminated the
purchase agreement (see Note 7).
Reduction in Trade Payables. In April 2003, the Company used a portion of
the proceeds from the Bluebird credit facility to retire approximately $775,000
of trade payables for an aggregate payment of approximately $327,000.
Reduction in Capital Lease Obligations. In April 2003, the Company used a
portion of the proceeds from the Bluebird credit facility to settle $89,550 of a
liability for machinery and equipment under various capital leases for a payment
of $58,162.
Sale of Stock by Principal Shareholder. In April 2003, the Weiss Family
Trust, the principal shareholder of the Company, sold its entire shareholding in
the Company of 2,075,337 shares of common stock, representing approximately 37%
of the outstanding common stock of the Company, for $0.012 per share. Dartmouth
Commerce purchased 1,600,000 shares, and Michael Prince, the Company's Chief
Executive Officer/Chief Financial Officer, purchased 475,337 shares. Dartmouth
Commerce, which is wholly owned by the Company's new Chairman of the Board, is
now the largest shareholder of the Company, holding approximately 28.7% of the
outstanding common stock of the Company as of April 2003. Dartmouth Commerce has
agreed with Bluebird that until April 2008, it will not sell or transfer any of
these shares without Bluebird's prior consent.
Consulting Agreements. In April 2003, the Company entered into a three-year
consulting agreement with Dartmouth Commerce, a related party wholly owned by
the Company's new Chairman of the Board, Richard M. Torre, for compensation of
$55,000 per year.
In April 2003, the Company entered into an 18-month consulting agreement
with the former Chairman of the Board/Chief Executive Officer for total
compensation of $20,000.
Changes in Management. In April 2003, Bernard L. Weiss resigned as Chairman
of the Board, Chief Executive Officer, and Director, positions he held since
founding the Company in 1983, and Seth Weiss resigned as an Executive Vice
President. Richard M. Torre was appointed as Chairman of the Board and Director,
and Ted Pasternack, Edward Meltzer and Drew Miller were appointed as Directors.
In addition, Michael Prince was named Chief Executive Officer and President.
Michael Prince will continue to occupy the position of Chief Financial Officer
until a replacement is hired.
Employment Agreement. In April 2003, the Company entered into a new
five-year employment agreement with Michael Prince, the Company's
President/Chief Executive Officer/Chief Financial Officer, which superseded his
existing employment agreement. Under the new employment agreement, he receives a
salary of $240,000 per year, subject to annual review for increase. He also
received 420,000 shares of common stock, which he must forfeit if certain
conditions are not met as follows:
(i) 210,000 shares must be forfeited if the Company has not achieved
positive net income from ordinary operations in at least one fiscal year in the
period 2003 to 2006 and
(ii) 210,000 shares must be forfeited if the Company does not have
net income from ordinary operations of at least $250,000 in at least one of the
three fiscal years following the fiscal year it achieves positive net income.
15
If prior to March 31, 2008, Mr. Prince's employment is terminated
without cause or he terminates his employment for "good reason":
(i) he will be entitled to a lump sum payment of all salary to which
he would have been entitled under the employment agreement from the date of
termination through March 31, 2008 and
(ii) any of the 420,000 shares which have not vested will vest and
be free of the risk of forfeiture.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis, which should be read in connection
with the Company's Consolidated Financial Statements and accompanying footnotes,
contain forward-looking statements that involve risks and uncertainties.
Important factors that could cause actual results to differ materially from the
Company's expectations are set forth in "Factors That May Affect Future Results"
in this Item 2 of this Form 10-Q, as well as those discussed elsewhere in this
Form 10-Q. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by "Factors That May Affect Future Results." Those
forward-looking statements relate to, among other things, the Company's plans
and strategies, new product lines, and relationships with licensors,
distributors and customers, distribution strategies and the business environment
in which the Company operates.
The following discussion and analysis should be read in connection with the
Company's Consolidated Financial Statements and related notes and other
financial information included elsewhere in this Form 10-Q.
SUBSEQUENT EVENTS
This Form 10-Q has been filed after a recapitalization completed by the
Company in April 2003 which materially impacted its financial condition. The key
elements of the recapitalization and certain other material transactions
subsequent to the period covered by this Form 10-Q were:
Credit Facility with Home Loan and Investment Company. As part of the
recapitalization in April 2003, the Company obtained a $3.5 million credit
facility from Home Loan and Investment Company ("HLIC"). The credit facility
includes a $3,000,000 term loan and a $500,000 revolving line of credit and is
secured by all of the assets of the Company. The term loan bears interest at a
rate of 10% per annum, is payable interest only for the first year with payments
of principal and interest on a 10-year amortization schedule commencing the
second year, and is due and payable in April 2008. The revolving credit facility
bears interest at a rate of 1% per month, payable monthly, with all advances
subject to approval of HLIC, and is due and payable in April 2008. The Company
must maintain inventory, accounts receivable and cash of not less than
$7,000,000. In addition, the Company must comply with certain other covenants,
including that it may not, without the consent of HLIC, incur any additional
debt, engage in any merger or acquisition, or pay any dividends or make any
distributions to shareholders other than stock dividends. The Company may prepay
the credit facility without premium or penalty. The Company also purchased a
$250,000 debenture issued by HLIC which is additional collateral for the credit
facility. The debenture bears interest at 3% per annum, adjusted annually to the
one-year debenture rate offered by HLIC. Additional credit enhancement for the
credit facility is a $1,250,000 letter of credit issued in favor of HLIC by a
commercial bank. As further consideration for the credit facility, the Company
issued to HLIC five-year warrants to purchase 100,000 shares of Common Stock for
$0.67 per share.
Issuance of Preferred Stock. As part of the recapitalization in April 2003,
the Company created a new series of preferred stock, designated "Series A 2%
Convertible Preferred Stock" (the "Series A Preferred"), and issued 1,200,000
shares to Bluebird Finance Limited, a British Virgin Islands corporation
("Bluebird"), for $800,000, or $0.67 per share. The Series A Preferred provides
for cumulative dividends at the rate of 2% per annum payable in cash or
additional shares of Series A Preferred and has a liquidation preference equal
to its original purchase price plus accrued and unpaid dividends. The Company
has the right to redeem the Series A Preferred commencing April 2005 at the
liquidation preference plus accrued and unpaid dividends plus a premium of
$450,000. The Company must redeem the Series A Preferred upon certain changes of
control to the extent the Company has the funds legally available therefor, at
the same redemption price, unless the change of control occurs before April
2005, in which event the premium is 10% of either the consideration received by
the Company's shareholders or the market price, as applicable. The Series A
Preferred is convertible into Common Stock on a share-for-share basis (subject
to adjustment for stock splits, stock dividends and similar events) at any time
commencing May
16
2005. The holders of the Series A Preferred have no voting rights except as
required by law, provided, however, that at any time two dividend payments are
not paid in full, the Board of Directors will be increased by two and the
holders of the Series A Preferred, voting as a single class, will be entitled to
elect the additional directors. Bluebird received demand and piggyback
registration rights for the shares of Common Stock into which Series A Preferred
may be converted.
Bluebird Credit Facility. As part of the recapitalization in April 2003,
the Company obtained from Bluebird a credit facility of up to $4,150,000 secured
by the assets of the Company. The credit facility includes a revolving credit
line in the amount of $2,900,000 and support for the $1,250,000 letter of credit
securing the HLIC credit facility. The loan bears interest at the rate of 5% per
annum, payable annually for the first two years, with payments of principal and
interest on a 10-year amortization schedule commencing in the third year, and is
due and payable in April 2013. Bluebird's loan commitment will be reduced by
$72,000 in July 2005 and by the same amount every three months thereafter. This
loan is subordinate to the HLIC credit facility. The Company must comply with
certain covenants including among others that without the consent of Bluebird it
may not make any acquisition or investment in excess of an aggregate of $150,000
each fiscal year outside the ordinary course of business, or enter into any
merger or similar reorganization.
Retirement of Bank Credit Facility. As part of the recapitalization in
April 2003, the Company retired its bank credit facility with City National Bank
which had been in default since September 30, 2000.
Retirement of Obligations to Frame Vendor. As part of the recapitalization
in April 2003, the Company retired its obligations to a frame vendor in the
aggregate amount of approximately $5.8 million (some of which were assumed in
connection with the Company's acquisition of California Design Studio, Inc.
("CDS") in 1999) for a payment of $2,475,000 to Dartmouth Commerce of Manhattan,
Inc. ("Dartmouth"). Dartmouth had purchased this obligation from the frame
vendor for $2,350,000. The Company recognized a net gain of approximately $3.3
million in connection with this transaction.
Reduction in Trade Payables and Restructuring of Equipment Lease. As part
of the recapitalization in April 2003, the Company retired $775,000 of trade
payables for approximately $372,000, resulting in a gain of approximately
$400,000. In addition, the Company purchased certain leased property and
equipment, including its computer system, for $750,000, in February 2003,
thereby terminating the lease with aggregate future obligations of approximately
$1.7 million. To fund this payment, the Company obtained a $750,000 loan from a
commercial bank secured by the purchased assets and bearing interest at 4% per
annum payable in monthly installments of approximately $14,000 with the balance
due in February 2008.
Sale of Stock by Weiss Family Trust. As part of the recapitalization in
April 2003, the Weiss Family Trust, the principal shareholder of the Company,
sold all of the shares of the Common Stock of the Company which it held
(2,075,337 shares, representing approximately 37% of the outstanding Common
Stock of the Company) for $0.012 per share. Dartmouth purchased 1,600,000 shares
and Michael Prince purchased 475,337 shares. Dartmouth, which is wholly owned by
Richard M. Torre, is now the largest shareholder of the Company holding
approximately 28.7% of the outstanding Common Stock of the Company. Dartmouth
has agreed with Bluebird that until April 2008 it will not sell or transfer any
of these shares without the prior consent of Bluebird.
Management and Board Changes. As part of the recapitalization in April
2003, Bernard L. Weiss resigned as Chairman of the Board, Director and Chief
Executive Officer, positions he held since founding the Company in 1983. Richard
M. Torre was appointed as Director and Chairman of the Board and Ted Pasternack,
Edward Meltzer and Drew Miller were appointed as Directors. In addition, Michael
Prince was named Chief Executive Officer and President. The Company has also
entered into a three-year consulting agreement with Dartmouth for compensation
of $55,000 per year.
In April 2003 the Company entered into a new five-year employment agreement
with Mr. Prince which superseded his existing employment agreement. Under the
new employment agreement, he receives salary of $240,000 per year, subject to
annual review for increase. He also received 420,000 shares of Common Stock,
which he must forfeit if certain conditions are not met, as follows: (i) 210,000
shares must be forfeited if Signature has not achieved positive net income from
ordinary operations in at least one fiscal year in the period 2003 to 2006, and
(ii) 210,000 shares must be forfeited if Signature does not have net income from
ordinary operations of at least $250,000 in at least one of the three fiscal
years following the fiscal year it achieves positive net income. If prior to
March 31, 2008 Mr. Prince's employment is terminated without cause or he
terminates his employment for "good reason": (i) he will be entitled to a lump
sum payment of all salary to which he would have been entitled under the
employment agreement from the date of termination through March 31, 2008; and
(ii) any of the 420,000 shares which have not vested will vest and be free of
the risk of forfeiture.
17
Sale/License Back of Dakota Smith Trademark. In February 2003, the Company
completed a "sale/license back" of its "Dakota Smith" trademark. In the
transaction, the Company sold to an unaffiliated entity all of its rights to the
"Dakota Smith" trademark and its Dakota Smith Eyewear inventory for $1,000,000.
Concurrently, the Company entered into a three-year exclusive license agreement,
with a two-year renewal option, to use the trademark for eyeglass frames sold
and distributed in the United States and certain other countries. Signature also
repurchased the Dakota Smith inventory for a non-interest bearing promissory
note in the amount of $400,000 payable in monthly installments though March 2004
and secured by the Company's Dakota Smith inventory.
Settlement with CDS. In February 2003, the Company entered into a
settlement agreement with CDS and CDS's sole shareholder of all remaining
obligations between the parties emanating from the Company's purchase in 1999 of
all the assets of CDS. The remaining obligations included obligations under a
consulting agreement with the CDS shareholder and the promissory note given as
part of the purchase price. The Company's net book value for these obligations
was approximately $1.1 million as of the closing. In the settlement, the Company
paid $500,000 to CDS and the CDS shareholder and the parties executed a mutual
general release. The Company recognized a gain of approximately $600,000 in
connection with this settlement.
Sale of USA Optical. In March 2002 the Company sold its USA Optical product
line, including the trademark Camelot and related inventory, for $500,000 plus
the assumption of certain obligations and liabilities amounting to approximately
$70,000. The effect of this sale was not significant for fiscal 2002, and no
material gain or loss was recorded by the Company.
The recapitalization significantly improved the Company's financial
condition and liquidity through decreasing the shareholders deficit by
approximately $5.7 million, increasing capital, reducing liabilities and
replacing current obligations with long-term obligations. Although following the
recapitalization the Company continues to have a stockholders' deficit, the
Company believes that for at least the following 12 months, assuming there are
no unanticipated material adverse developments, no material decrease in revenues
and continued compliance with its credit facilities, it will be able pay its
debts and obligations as they mature. However, the Company's long-term viability
will depend on its ability to return to profitability on a consistent basis,
which will depend in part on its ability to increase revenues.
OVERVIEW
The Company derives revenues primarily through the sale of eyeglass frames
under licensed brand names, including Laura Ashley Eyewear, Eddie Bauer Eyewear,
Hart Schaffner & Marx Eyewear, bebe eyes, Nicole Miller Eyewear, Dakota Smith
Eyewear and under its proprietary brands Signature.
The Company's best-selling product lines are Laura Ashley Eyewear and Eddie
Bauer Eyewear. Net sales of Laura Ashley Eyewear and Eddie Bauer Eyewear
together accounted for 61% and 64% of the Company's net sales in fiscal 2001 and
fiscal 2002, respectively.
The Company's cost of sales consists primarily of payments to foreign
contract manufacturers that produce frames and cases to the Company's
specifications. The complete development cycle for a new frame design typically
takes approximately twelve months from the initial design concept to the
release. Generally, at least six months are required to complete the initial
manufacturing process.
Following many years of profitability, the Company incurred operating
losses in each of its last three fiscal years. and for the quarter ended January
31, 2002. The principal reason for these losses was the change in October 1999
by the Company in its method of distributing its products to independent optical
retailers in the United States from distributors to a direct sales force. In
addition, in fiscal 2001 and the first quarter of fiscal 2002, the Company's
revenues were adversely affected by a general downturn in the optical frame
business, the aftermath of the September 11th World Trade Center tragedy, the
reluctance of retailers to purchase large inventories of the Company's products
due to concerns about the Company's viability and the discontinuation of certain
product lines. The aftermath of the September 11 tragedy included reduced sales
orders resulting in inventory build-up, slowed collection of accounts receivable
and higher return rates due to the uncertain future retail environment.
18
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated selected
statements of operations data shown as a percentage of net sales.
THREE MONTHS ENDED
JANUARY 31,
-----------------------------
2002 2001
-------------------------
Net sales........................................ 100.0% 100.0%
Cost of sales.................................... 39.1 34.6
---------- ----------
Gross profit..................................... 60.9 65.4
---------- ----------
Operating expenses:
Selling..................................... 28.1 27.6
General and administrative.................. 33.9 30.9
Depreciation and amortization............... 1.3 2.8
---------- ----------
Total operating expenses............ 63.3 61.3
---------- ----------
Income (loss) from operations................... (2.4) 4.1
---------- ----------
Other income (expense), net..................... (2.2) (3.2)
---------- ----------
Income (loss) before provision for income taxes. (4.6) 0.9
---------- ----------
Provision (benefit) for income taxes............ 0 0
---------- ----------
Net income (loss)............................... (4.6)% 0.9%
========== ==========
Net Sales. Net sales decreased by 21.7% or $2.4 million from the quarter
ended January 31, 2001 (the "2001 Quarter") to the quarter ended January 31,
2002 (the "2002 Quarter"). The following table shows certain information
regarding net sales for the periods indicated:
THREE MONTHS ENDED JANUARY 31,
----------------------------------------
2002 2001 CHANGE
------------------ ------------------ ---------
Laura Ashley Eyewear... $ 3,240 38.0% $ 3,464 31.8% (6.5)%
Eddie Bauer Eyewear.... 2,499 29.3 3,533 32.5 (29.3)%
Other Sales (1)........ 2,783 32.7 3,891 35.7 (28.5)%
-------- -------- -------- --------
Total.................. $8,522 100.0% $10,888 100.0% (21.7)%
======== ======== ======== ========
- ---------------
(1) Includes net sales of other designer eyewear and private label frames.
Net sales in the 2002 quarter were adversely affected by a general downturn
in the optical frame business, the aftermath of the September 11th World Trade
Center tragedy, and the reluctance of retailers to purchase large inventories of
the Company's products due to concerns about the Company's viability.
GROSS PROFIT AND GROSS MARGIN. Gross profit decreased 27.2% from the 2001
Quarter to the 2002 Quarter due to lower unit sales and write-down of obsolete
inventory. The gross margin decreased from 65.4% in the 2001 Quarter to 60.9% in
the 2002 Quarter due to write-down of obsolete inventory and close out sales
representing a higher percentage of net sales.
SELLING EXPENSES. Selling expenses decreased 20.5% or $0.6 million from the
2001 Quarter to the 2002 Quarter due to lower net sales and decreases of $0.3
million in point of purchase materials and $0.6 million in salaries.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 14.0% or $0.5 million from the 2001 Quarter to the 2002 Quarter due to
a $0.1 million decrease in temporary help and a $0.1 million decrease in
operating lease expense.
19
OTHER INCOME (EXPENSE), NET. Other expenses included primarily interest
expense, which decreased due to declining market interest rates and principal
paydowns.
PROVISION (BENEFIT) FOR INCOME TAXES. As a result of the Company's net loss
in the 2002 Quarter, it had no income tax expense.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's accounts receivable (net of allowance for doubtful accounts)
decreased from $5.1 million at October 31, 2001 to $4.7 million at January 31,
2002 due to the increase in the reserve for returns and the shortening of the
time period for collecting accounts receivable by tightening its credit policy,
reducing credit terms to retailers, reducing the number of retailer programs
with extended credit terms and the reduction in net sales (and primarily the
lower net sales at the end of fiscal 2001 following the September 11th World
Trade Center tragedy).
The Company's inventories (net of obsolescence reserve) decreased from
$10.3 million at October 31, 2001 to $8.8 million at January 31, 2002 as part of
implementation of the Company's turnaround strategy to reduce inventory and
improve inventory turnover by better matching frame purchases with customer
orders and an increase of $0.6 million in the reserve for obsolescent inventory.
The Company had a credit facility with a commercial bank consisting of an
accounts receivable and inventory revolving credit line and a term loan which
were secured by substantially all of the assets of the Company. The credit
facility matured on September 30, 2000, and the Company defaulted under its bank
credit facility for various events of default including non-payment at maturity
as well as other non-compliance with various covenants and conditions. This
credit facility was repaid in April 2003.
In addition to the term loan included as part of its bank credit facility,
long-term debt (including the current portion) at January 31, 2002 included
principally a $1.0 million note payable to CDS in connection with the CDS
Acquisition and an obligation to a frame vendor (present value of $3.2 million
at January 31, 2002) assumed in connection with the CDS Acquisition. As
discussed above, the Company settled its obligation to CDS in February 2003 and
with the frame vendor in April 2003. See Notes 6 and 9 of Notes to Consolidated
Financial Statements.
Of the Company's accounts payable at January 31, 2002, $1.6 million were
payable in foreign currency. To monitor risks associated with currency
fluctuations, the Company on a weekly basis assesses the volatility of certain
foreign currencies and reviews the amounts and expected payment dates of its
purchase orders and accounts payable in those currencies. Based on those
factors, the Company may from time to time mitigate some portion of that risk by
purchasing forward commitments to deliver foreign currency to the Company. The
Company held no forward commitments for foreign currencies at January 31, 2002.
The Company's bad debt write-offs and recoveries were ($2,916) and $13,149
during the 2002 Quarter and 2001 Quarter, respectively. As part of the Company's
management of its working capital, the Company performs most customer credit
functions internally, including extensions of credit and collections.
As part of the Company's recapitalization in April 2003, the Company
obtained two long-term credit facilities. See "Subsequent Events."
Historically, the Company has generated cash primarily through product
sales in the ordinary course of business, its bank credit facility and sales of
equity securities. Following the default on its bank credit facility in
September 2000, and as a condition to numerous forbearances extended by its
bank, the Company had to regularly reduce its aggregate borrowings under its
bank credit facility, from $ 6.0 million at October 31, 2001 to $3.1 million
when the facility was repaid in April 2003. This, coupled with declining sales
and corresponding inability to raise equity capital, materially adversely
affected the Company's liquidity and working capital. To address this problem,
the Company reduced operating expenses through reduction in personnel and
subletting office space, negotiated vendor discounts and deferred payments of
trade payables, sold
20
obsolete inventory at a deep discount, sold its USA Optical product line and
completed a sale/license back of its Dakota Smith trademark and inventory.
The recapitalization materially improved the Company's liquidity by
replacing current obligations to its bank and a frame vendor with long-term
indebtedness and through discounted payoffs of trade payables. The Company
believes that for at least the next twelve months, assuming there are no
unanticipated material adverse developments, no material decrease in revenues
and continued compliance with its credit facilities it will be able pay its
debts and obligations as they mature. However, the Company's current sources of
funds are not sufficient to provide the working capital for material growth, and
it would be required to obtain additional debt or equity financing to support
such growth.
INFLATION
The Company does not believe its business and operations have been
materially affected by inflation.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The following is a discussion of certain factors that may affect the
Company's financial condition and results of operations, and takes into account
the recapitalization described under "Subsequent Events".
NEED TO INCREASE REVENUES AND TO RETURN TO PROFITABILITY:
GOING CONCERN QUALIFICATION
The Company suffered material operating losses in its last three fiscal
years, causing a significant deterioration in its financial condition. The
report of the independent auditors of the Company's financial statements for
fiscal year 2001 contained an explanatory paragraph describing the uncertainty
of the Company's ability to continue as a going concern as of October 31, 2001.
At January 31, 2002, the Company's stockholders' deficit was $5.3 million. The
Company's recapitalization in April 2003 significantly improved the Company's
financial condition and liquidity through increasing capital, reducing
liabilities and replacing current obligations and debts with long-term
obligations. However, following the recapitalization the Company continues to
have a stockholders' deficit, and the Company's long-term viability will depend
on its ability to return to profitability on a consistent basis.
During the past several years, the Company has significantly reduced its
general, administrative and other expenses to the extent that it does not
believe further material reductions are possible short of further downsizing in
the Company through termination of one or more product lines. Accordingly, the
ability of the Company to return to profitability will depend most significantly
on its ability to increase its revenues. The Company's revenues during the past
several years have been adversely affected by the significant downturn in the
optical frame industry and its inability to hire a direct sales force sufficient
to replace its distributor network following its conversion to direct sales in
2000. This problem has been exacerbated by the Company's impaired financial
condition. In addition, since the fourth quarter of fiscal 2001, the Company's
revenues were adversely impacted by the September 11, 2001 tragedy and the
reluctance of retailers to purchase large inventories of the Company's products
due to concerns about the Company's viability. While the Company is hopeful that
the recapitalization will generate greater customer confidence and increase its
ability to hire qualified sales personnel, no assurance can be given that this
will occur or that the Company will be able to generate materially greater
revenues or to return to consistent profitability.
SUBSTANTIAL DEPENDENCE UPON LAURA ASHLEY AND EDDIE BAUER LICENSES
Net sales of Laura Ashley Eyewear and Eddie Bauer Eyewear accounted for 64%
of the Company's net sales in each of fiscal 2000 and fiscal 2001 and 67% in the
first quarter of 2002. While the Company intends to continue reducing its
dependence on the Laura Ashley Eyewear and Eddie Bauer Eyewear lines through the
development and promotion of Nicole Miller Eyewear, Dakota Smith Eyewear, bebe
eyes and its Signature line, the Company expects the Laura Ashley and Eddie
Bauer Eyewear lines to continue to be the Company's leading sources of revenue
for the near future. The Laura Ashley license is automatically renewed through
January 2008 so long as the Company is not in breach of the license agreement
and the royalty payment for the prior two contract years exceeds the minimum
royalty for those years. The Company markets Eddie Bauer Eyewear through an
exclusive license which terminates in December 2005, but may be renewed by the
Company at least through 2007 so long as the Company is not in material default
and meets certain minimum net sales and royalty requirements. Each of Laura
Ashley and Eddie Bauer may terminate its respective license before its term
expires under certain circumstances, including a material default by the Company
or certain defined changes in control of the Company.
21
DEPENDENCE UPON SALES TO RETAIL OPTICAL CHAINS
Net sales to major optical retail chains, including Eyecare Centers of
America, Cole Vision Corp. and its subsidiary, LensCrafters, and U.S. Vision,
amounted to 33% and 29% of net sales in fiscal years 2000 and 2001,
respectively. Net sales to Eyecare Centers of America in fiscal 2001 amounted to
12% of the Company's net sales for such fiscal year. The loss of one or more
retail chains as a customer would have a material adverse affect on the
Company's business.
APPROVAL REQUIREMENTS OF BRAND-NAME LICENSORS
The Company's business is predominantly based on its brand-name licensing
relationships. Each of the Company's licenses requires mutual agreement of the
parties for significant matters. Each of these licensors has final approval over
all eyeglass frames and other products bearing the licensor's proprietary marks,
and the frames must meet the licensor's general design specifications and
quality standards. Consequently, each licensor may, in the exercise of its
approval rights, delay the distribution of eyeglass frames bearing its
proprietary marks. The Company expects that each future license it obtains will
contain similar approval provisions. Accordingly, there can be no assurance that
the Company will be able to continue to maintain good relationships with each
licensor, or that the Company will not be subject to delays resulting from
disagreements with, or an inability to obtain approvals from, its licensors.
These delays could materially and adversely affect the Company's business,
operating results and financial condition.
LIMITATIONS ON ABILITY TO DISTRIBUTE OTHER BRAND-NAME EYEGLASS FRAMES
Each of the Company's licenses limits the Company's right to market and
sell products with competing brand names. The Laura Ashley license prohibits the
Company from selling any range of designer eyewear that is similar to Laura
Ashley Eyewear in price and style, market position and market segment. The Eddie
Bauer license and the bebe license prohibit the Company from entering into
license agreements with companies which Eddie Bauer and bebe, respectively,
believe are its direct competitors. The Hart Schaffner & Marx license prohibits
the Company from marketing and selling another men's brand of eyeglass frames
under a well-known fashion name with a wholesale price in excess of $40. The
Company expects that each future license it obtains will contain some
limitations on competition within market segments. The Company's growth,
therefore, will be limited to capitalizing on its existing licenses in the
prescription eyeglass market, introducing eyeglass frames in other segments of
the prescription eyeglass market, and manufacturing and distributing products
other than prescription eyeglass frames such as sunglasses. In addition, there
can be no assurance that disagreements will not arise between the Company and
its licensors regarding whether certain brand-name lines would be prohibited by
their respective license agreements. Disagreements with licensors could
adversely affect sales of the Company's existing eyeglass frames or prevent the
Company from introducing new eyewear products in market segments the Company
believes are not being served by its existing products.
DEPENDENCE UPON CONTRACT MANUFACTURERS; FOREIGN TRADE REGULATION
The Company's frames are manufactured to its specifications by a number of
contract manufacturers located outside the United States, principally in Hong
Kong/China, Japan and Italy. The manufacture of high quality metal frames is a
labor-intensive process which can require over 200 production steps (including a
large number of quality-control procedures) and from 90 to 180 days of
production time. These long lead times increase the risk of overstocking, if the
Company overestimates the demand for a new style, or understocking, which can
result in lost sales if the Company underestimates demand for a new style. While
a number of contract manufacturers exist throughout the world, there can be no
assurance that an interruption in the manufacture of the Company's eyeglass
frames will not occur. An interruption occurring at one manufacturing site that
requires the Company to change to a different manufacturer could cause
significant delays in the distribution of the styles affected. This could cause
the Company to miss delivery schedules for these styles, which could materially
and adversely affect the Company's business, operating results and financial
condition.
In addition, the purchase of goods manufactured in foreign countries is
subject to a number of risks, including foreign exchange rate fluctuations,
economic disruptions, transportation delays and interruptions, increases in
tariffs and duties, changes in import and export controls and other changes in
governmental policies. For frames purchased other than from Hong Kong/China
manufacturers, the Company pays for its frames in the currency of the country in
which the manufacturer is located and thus the costs (in United States dollars)
of the frames vary based upon currency fluctuations. Increases and decreases in
costs (in United States dollars) resulting from currency fluctuations generally
do not affect the
22
price at which the Company sells its frames, and thus currency fluctuations can
impact the Company's gross margin and results of operations. In fiscal 2001,
Signature used manufacturers principally in Hong Kong/China, Japan and Italy.
INTERNATIONAL SALES
International sales accounted for approximately 12.8% and 11.3% of the
Company's net sales in fiscal 2000 and fiscal 2001, respectively. These sales
were primarily in England, Canada Australia, New Zealand, Holland and Belgium.
The Company's international business is subject to numerous risks, including the
need to comply with export and import laws, changes in export or import
controls, tariffs and other regulatory requirements, the imposition of
governmental controls, political and economic instability, trade restrictions,
the greater difficulty of administering business overseas and general economic
conditions. Although the Company's international sales are principally in United
States dollars, sales to international customers may also be affected by changes
in demand resulting from fluctuations in interest and currency exchange rates.
There can be no assurance that these factors will not have a material adverse
effect on the Company's business, operating results and financial condition.
PRODUCT RETURNS
The Company has a product return policy which it believes is standard in
the optical industry. Under that policy, the Company generally accepts returns
of non-discontinued product for credit, upon presentment and without charge. The
Company's product returns for fiscal 2000 and fiscal 2001 amounted to 22% and
23% of gross sales (sales before returns). The Company anticipates that product
returns may increase as a result of the downturn in the optical frame industry
and general economic conditions. The Company maintains reserves for product
returns which it considers adequate; however, an increase in returns that
significantly exceeds the amount of those reserves would have a material adverse
impact on the Company's business, operating results and financial condition.
AVAILABILITY OF VISION CORRECTION ALTERNATIVES
The Company's future success could depend to a significant extent on the
availability and acceptance by the market of vision correction alternatives to
prescription eyeglasses, such as contact lenses and refractive (optical)
surgery. While the Company does not believe that contact lenses, refractive
surgery or other vision correction alternatives materially and adversely impact
its business at present, there can be no assurance that technological advances
in, or reductions in the cost of, vision correction alternatives will not occur
in the future, resulting in their more widespread use. Increased use of vision
correction alternatives could result in decreased use of the Company's eyewear
products, which would have a material adverse impact on the Company's business,
operating results and financial condition.
ACCEPTANCE OF EYEGLASS FRAMES; UNPREDICTABILITY OF DISCRETIONARY CONSUMER
SPENDING
The Company's success will depend to a significant extent on the market's
acceptance of the Company's brand-name eyeglass frames. If the Company is unable
to develop new, commercially successful styles to replace revenues from older
styles in the later stages of their life cycles, the Company's business,
operating results and financial condition could be materially and adversely
affected. The Company's future growth will depend in part upon the effectiveness
of the Company's marketing and sales efforts as well as the availability and
acceptance of other competing eyeglass frames released into the marketplace at
or near the same time, the availability of vision correction alternatives,
general economic conditions and other tangible and intangible factors, all of
which can change and cannot be predicted. The Company's success also will depend
to a significant extent upon a number of factors relating to discretionary
consumer spending, including the trend in managed health care to allocate fewer
dollars to the purchase of eyeglass frames, and general economic conditions
affecting disposable consumer income, such as employment business conditions,
interest rates and taxation. Any significant adverse change in general economic
conditions or uncertainties regarding future economic prospects that adversely
affect discretionary consumer spending generally, and purchasers of prescription
eyeglass frames specifically, could have a material adverse effect on the
Company's business, operating results and financial condition.
COMPETITION
The markets for prescription eyewear are intensely competitive. There are
thousands of styles, including hundreds with brand names. At retail, the
Company's eyewear styles compete with styles that do and do not have brand
names, styles
23
in the same price range, and styles with similar design concepts. To obtain
board space at an optical retailer, the Company competes against many companies,
both foreign and domestic, including Luxottica Group S.p.A. (operating in the
United States through a number of its subsidiaries), Safilo Group S.p.A.
(operating in the United States through a number of its subsidiaries) and
Marchon Eyewear, Inc. Signature's largest competitors have significantly greater
financial, technical, sales, manufacturing and other resources than the Company.
They also employ direct sales forces that are significantly larger than the
Company's, and are thus able to realize a higher gross profit margin. At the
major retail chains, the Company competes not only against other eyewear
suppliers, but also against the chains themselves, which license some of their
own brand names for design, manufacture and sale in their own stores. Luxottica,
one of the largest eyewear companies in the world, is vertically integrated in
that it manufactures frames, distributes them through direct sales forces in the
United States and throughout the world, and owns LensCrafters, one of the
largest United States retail optical chains.
The Company competes in its target markets through the quality of the brand
names it licenses, its marketing, merchandising and sales promotion programs,
the popularity of its frame designs, the reputation of its styles for quality,
and its pricing policies. There can be no assurance that the Company will be
able to compete successfully against current or future competitors or that
competitive pressures faced by the Company will not materially and adversely
affect its business, operating results and financial condition.
CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS
As of April 30, 2003, the directors and executive officers of the Company
owned beneficially approximately 51% of the Company's outstanding shares of
Common Stock. As a result, the directors and executive officers control the
Company and its operations, including the approval of significant corporate
transactions and the election of at least a majority of the Company's Board of
Directors and thus the policies of the Company. The voting power of the
directors and executive officers could also serve to discourage potential
acquirors from seeking to acquire control of the Company through the purchase of
the Common Stock, which might depress the price of the Common Stock.
NO DIVIDENDS ALLOWED
In light of the Company's current financial condition, it may not pay
dividends under the California General Corporation Law. In addition, payments of
dividends are restricted under the Company's credit facilities.
POSSIBLE ANTI-TAKEOVER EFFECTS
The Company's Board of Directors has the authority to issue up to 5,000,000
shares of Preferred Stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the shareholders. The Preferred Stock could be
issued with voting, liquidation, dividend and other rights superior to those of
the Common Stock. The Company issued 1,200,000 shares of Series A Preferred in
the recapitalization, and has no present intention to issue any other shares of
Preferred Stock. However, the rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company, which may depress the market value of the Common Stock. In
addition, each of the Laura Ashley, Hart Schaffner & Marx, Eddie Bauer and bebe
licenses allows the licensor to terminate its license upon certain events which
under the license are deemed to result in a change in control of the Company
unless the change of control is approved by the licensor. The licensors' rights
to terminate their licenses upon a change in control of the Company could have
the effect of discouraging a third party from acquiring or attempting to acquire
a controlling portion of the outstanding voting stock of the Company and could
thereby depress the market value of the Common Stock.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks, which include foreign exchange
rates and changes in U.S. interest rates. The Company does not engage in
financial transactions for trading or speculative purposes.
24
FOREIGN CURRENCY RISKS. At any month-end during the quarter ended January
31, 2002, a maximum of $1.6 million were payable in foreign currency. These
foreign currencies included Japanese yen. Any significant change in foreign
currency exchange rates could therefore materially affect the Company's
business, operating results and financial condition. To monitor risks associated
with currency fluctuations, the Company on a weekly basis assesses the
volatility of certain foreign currencies and reviews the amounts and expected
payment dates of its purchase orders and accounts payable in those currencies.
Based on those factors, the Company may from time to time mitigate some portion
of that risk by purchasing forward commitments to deliver foreign currency to
the Company. The Company held no forward commitments for foreign currencies at
January 31, 2002.
International sales accounted for approximately 12% of the Company's net
sales in the quarter ended January 31, 2002. Although the Company's
international sales are principally in United States dollars, sales to
international customers may also be affected by changes in demand resulting from
fluctuations in interest and currency exchange rates. There can be no assurance
that these factors will not have a material adverse effect on the Company's
business, operating results and financial condition. For frames purchased other
than from Hong Kong/China manufacturers, the Company pays for its frames in the
currency of the country in which the manufacturer is located and thus the costs
(in United States dollars) of the frames vary based upon currency fluctuations.
Increases and decreases in costs (In United States dollars) resulting from
currency fluctuations generally do not affect the price at which the Company
sells its frames, and thus currency fluctuation can impact the Company's gross
margin.
INTEREST RATE RISK. The Company's credit facilities existing at April 30,
2003 had fixed interest rates. See "Subsequent Events." Accordingly, the Company
does not believe it is subject to material interest rate risk.
In addition, the Company has fixed income investments consisting of cash
equivalents, which are also affected by changes in market interest rates. The
Company does not use derivative financial instruments in its investment
portfolio. The Company places its cash equivalents with high-quality financial
institutions, limits the amount of credit exposure to any one institution and
has established investment guidelines relative to diversification and maturities
designed to maintain safety and liquidity.
PART II.
OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
The Company was in default under its bank credit facility during the quarter
ended January 31, 2002. As of April 30, 2003, the Company was not in default
under any credit facility.
In December 2001, the Company issued 500,000 shares of Common Stock to Springer
Capital Corporation in satisfaction of the purchase price adjustment relating to
the acquisition of the capital stock of Great Western Optical, a corporation
which had been engaged primarily in the distribution of the Company's products.
The Company issued the shares without registration under the Securities Act of
1933 in reliance on the exemption from registration under Section 4(2) of the
Act as a transaction not involving any public offering. The purchaser
represented that it was acquiring the shares for its own account for investment
purposes, the Company used no general advertising or solicitation in the
offering and no underwriters or brokers were involved in the transaction.
In April 2003, the Company issued 1,200,000 shares of Series A 2% Convertible
Preferred Stock to Bluebird Finance Limited, a British Virgin Islands
corporation ("Bluebird"), for $800,000, or $0.67 per share. The Company issued
the shares without registration under the Securities Act of 1933 in reliance on
the exemption from registration under Section 4(2) of the Act as a transaction
not involving any public offering. The purchaser represented that it was
acquiring the shares for its own account for investment purposes and was an
accredited investor, and the Company used no general advertising or solicitation
in the transaction. No underwriters or brokers were involved in the transaction.
In April 2003, the Company issued 420,000 shares of Common Stock to Michael
Prince, Chief Executive Officer of the Company, for no consideration but subject
to vesting tied to the Company's future results of operations. The Company
issued the shares without registration under the Securities Act of 1933 in
reliance on the exemption from registration under Section 4(2) of the Act as a
transaction not involving any public offering. The purchaser was an accredited
investor and represented that he was acquiring the shares for his own account
for investment purposes, and the Company used no general advertising or
solicitation in the offering. No underwriters or brokers were involved in the
transaction.
In April 2003, the Company issued warrants to purchase 100,000 shares of Common
Stock to Home Loan and Investment Company ("HLIC") in connection with the $3.5
million credit facility provided by HLIC to the Company. The Company issued the
warrants without registration under the Securities Act of 1933 in reliance on
the exemption from registration under Section 4(2) of the Act as a transaction
not involving any public offering. HLIC represented that it was acquiring the
warrants for its own account for investment purposes and was an accredited
investor, and the Company used no general advertising or solicitation in the
transaction. No underwriters or brokers were involved in the transaction.
25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K
None
26
SIGNATURES
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.
Date: June 20, 2003 SIGNATURE EYEWEAR, INC.
By: /s/ Michael Prince
-------------------------------
Michael Prince
Chief Executive Officer
Chief Financial Officer
27
CERTIFICATIONS FOR FORM 10-Q
I, Michael Prince, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended
January 31, 2002 of Signature Eyewear, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: June 20, 2003 /s/ Michael Prince
------------------------------------
Name: Michael Prince
Title: Chief Executive Officer and
Chief Financial Officer
28
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
29