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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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________.
Commission file number 0-23001
SIGNATURE EYEWEAR, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-3876317
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
498 NORTH OAK STREET
INGLEWOOD, CALIFORNIA 90302
(Address of Principal Executive Offices)
(310) 330-2700
(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 June 30, 2003.
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SIGNATURE EYEWEAR, INC.
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION PAGE
----
Item 1 Financial Statements 3
Consolidated Balance Sheets 3-4
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 6-7
Notes to the Consolidated Financial Statements 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 20
Item 3 Quantitative and Qualitative Disclosures about Market Risk 28
PART II OTHER INFORMATION
Item 3 Defaults Upon Senior Securities 29
Item 6 Exhibits and Reports on Form 8-K 29
2
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIGNATURE EYEWEAR, INC.
BALANCE SHEETS
January 31, 2003 (unaudited) and October 31, 2002
- --------------------------------------------------------------------------------
ASSETS
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents, including restricted
cash of $127,946 (unaudited) and $127,946 $ 328,696 $ 1,077,388
Accounts receivable - trade, net of allowance
for doubtful accounts of $547,691 (unaudited)
and $543,884 3,672,598 3,142,949
Inventories, net of reserves for obsolete
inventories of $2,598,374 (unaudited) and
$2,799,940 4,602,632 5,514,702
Income taxes refundable 2,704 2,704
Promotional products and materials 65,282 87,912
Prepaid expenses and other current assets 8,448 49,862
----------- -----------
Total current assets 8,680,360 9,875,517
PROPERTY AND EQUIPMENT, net 1,664,855 1,825,085
TRADEMARK, net of accumulated amortization of
$16,882 (unaudited) and $16,882 130,897 130,897
DEPOSITS AND OTHER ASSETS 113,837 112,706
----------- -----------
TOTAL ASSETS $10,589,949 $11,944,205
=========== ===========
The accompanying notes are an integral part of these financial statements
3
SIGNATURE EYEWEAR, INC.
BALANCE SHEETS
January 31, 2003 (unaudited) and October 31, 2002
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
CURRENT LIABILITIES
Accounts payable - trade $ 6,595,990 $ 7,108,449
Accrued expenses and other current liabilities 1,562,166 1,980,003
Reserve for customer returns 2,497,273 2,286,934
Line of credit 2,147,895 2,317,134
Current portion of long-term debt 5,376,421 5,533,149
----------- -----------
Total current liabilities 18,179,745 19,225,669
LONG-TERM DEBT, net of current portion 1,620,013 1,714,981
----------- -----------
Total liabilities 19,799,758 20,940,650
----------- -----------
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 5,556,889 shares
issued and outstanding 5,557 5,557
Additional paid-in capital 14,432,621 14,432,621
Accumulated deficit (23,647,987) (23,434,623)
----------- -----------
Total shareholders' deficit (9,209,809) (8,996,445)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $10,589,949 $11,944,205
=========== ===========
The accompanying notes are an integral part of these financial statements
4
SIGNATURE EYEWEAR, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended January 31, 2003 and 2002 (unaudited)
- --------------------------------------------------------------------------------
2003 2002
----------- -----------
(unaudited) (unaudited)
NET SALES $ 7,243,119 $ 8,521,661
COST OF SALES 2,910,502 3,334,413
----------- -----------
GROSS PROFIT 4,332,617 5,187,248
----------- -----------
OPERATING EXPENSES
Selling 1,960,894 2,391,001
General and administrative 2,330,867 2,891,198
Depreciation and amortization 157,979 109,750
----------- -----------
Total operating expenses 4,449,740 5,391,949
----------- -----------
LOSS FROM OPERATIONS (117,123) (204,701)
----------- -----------
OTHER INCOME (expense)
Sundry income 2,869 29,867
Interest expense, net (99,165) (215,919)
----------- -----------
Total other income (expense) (96,296) (186,052)
----------- -----------
LOSS BEFORE BENEFIT FROM INCOME TAXES (213,419) (390,753)
BENEFIT FROM INCOME TAXES (56) (110)
----------- -----------
NET LOSS $ (213,363) $ (390,643)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.04) $ (0.07)
=========== ===========
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 5,556,889 5,285,150
=========== ===========
The accompanying notes are an integral part of these financial statements
5
SIGNATURE EYEWEAR, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended January 31, 2003 and 2002 (unaudited)
- --------------------------------------------------------------------------------
2003 2002
----------- -----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (213,363) $ (390,643)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization 160,230 109,750
Provision for bad debts 28,962 --
Change in estimate in reserve for obsolete
inventories (201,566) --
(Increase) decrease in
Accounts receivable - trade (558,611) 366,153
Inventories 1,113,636 1,504,407
Income taxes refundable -- (2,704)
Promotional products and materials 22,630 91,533
Prepaid expenses and other current assets 41,414 (20,562)
Deposits and other assets (1,131) --
Increase (decrease) in
Accounts payable - trade (512,460) (1,093,706)
Accrued expenses and other current
liabilities (417,837) (430,872)
Reserve for customer returns 210,339 --
----------- -----------
Net cash provided by (used in) operating activities (327,757) 133,356
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment -- (13,393)
----------- -----------
Net cash used in investing activities -- (13,393)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) on line of credit (169,239) 85,960
Payments on long-term debt (251,696) (258,796)
----------- -----------
Net cash used in financing activities (420,935) (172,836)
----------- -----------
Net decrease in cash and cash equivalents (748,692) (52,873)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,077,388 1,443,496
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 328,696 $ 1,390,623
=========== ===========
The accompanying notes are an integral part of these financial statements
6
SIGNATURE EYEWEAR, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended January 31, 2003 and 2002 (unaudited)
- --------------------------------------------------------------------------------
2003 2002
----------- -----------
(unaudited) (unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID $ 102,034 $ 71,888
INCOME TAXES PAID (refunded) $ (56) $ 2,594
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.
The accompanying notes are an integral part of these financial statements
7
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
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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.
NOTE 2 - 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,
2002. The results of operations for the three months ended January 31,
2003 are not necessarily indicative of the results that may be expected
for the year ended October 31, 2003.
Debt Refinancing and Settlements
--------------------------------
Certain of the Company's liabilities were settled subsequent to January
31, 2003 for less than their carrying value at that date (see Note 7).
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 3 to 5 years
Leasehold improvements term of the lease
8
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 $0 (unaudited) for the three months ended January 31,
2003 and 2002, respectively.
Fair Value of Financial Instruments
-----------------------------------
For certain of the Company's financial instruments, including cash and
cash equivalents, accounts receivable, accounts payable - trade, 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.
Loss per Share
--------------
The Company calculates loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Basic
loss per share is computed by dividing the loss available to common
shareholders by the weighted-average number of common shares
outstanding. Diluted loss per share is computed similar to basic 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, 2003 and 2002.
The following potential common shares have been excluded from the
computations of diluted loss per share for the three months ended
January 31, 2003 and 2002 because the effect would have been
anti-dilutive:
2003 2002
---------- ----------
(unaudited) (unaudited)
Stock options 346,700 445,700
Warrants 50,000 230,000
---------- ----------
TOTAL 396,700 675,700
========== ==========
9
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment at October 31, 2002 and January 31, 2003
consisted of the following:
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
Office furniture and equipment $ 912,756 $ 912,756
Computer equipment 1,472,556 1,472,556
Software 1,121,288 1,121,288
Machinery and equipment 438,427 440,680
Machinery and equipment held under capital
lease agreements 294,609 294,609
Leasehold improvements 1,195,190 1,195,190
----------- -----------
5,434,826 5,437,079
Less accumulated depreciation and
amortization (including accumulated
depreciation and amortization of
$241,178 (unaudited) and $231,022
for equipment under capital lease
agreement) 3,769,971 3,611,994
----------- -----------
TOTAL $ 1,664,855 $ 1,825,085
=========== ===========
Depreciation and amortization expense was $160,230 (unaudited) and
$109,750 (unaudited) for three months ended January 31, 2003 and 2002,
respectively, (including depreciation and amortization expense of
$10,156 (unaudited) and $37,945 (unaudited), respectively, on machinery
and equipment held under capital leases).
10
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 4 - 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 5), 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, 2002
and January 31, 2003 were $2,317,134 and $2,147,895 (unaudited),
respectively.
In April 2003, the credit facility was repaid (see Note 7).
NOTE 5 - LONG-TERM DEBT
Long-term debt at October 31, 2002 and January 31, 2003 consisted of
the following:
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
Term note payable to a commercial 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
4 and 7). $ 1,677,106 $ 1,895,856
11
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 5 - LONG-TERM DEBT (CONTINUED)
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
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,
2003. In April 2003, the Company paid
$2,350,000 to settle this and other
obligations to the frame vendor
(see Note 7). $ 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. 102,872 112,541
Note payable to lessor of the Company's
principal offices and warehouse, unsecured,
payable in monthly installments of $3,757,
including interest at 8% per annum, maturing
on May 1, 2005 (see Note 7). 89,405 89,405
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 February 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 7). 938,258 938,258
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 February 2003
(see Note 7). 88,209 104,876
12
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 5 - LONG-TERM DEBT (CONTINUED)
January 31, October 31,
2003 2002
----------- -----------
(unaudited)
Note payable to commercial bank, secured by
the property and equipment acquired in the
Oliver Allen lease payoff, bearing interest
at 4% per annum, payable in 39 monthly
installments of $13,812, commencing March
31, 2003, with the remaining principal and
accrued interest due and payable in full
on February 28, 2008. $ 750,000 $ 750,000
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 7). 143,293 149,903
----------- -----------
6,996,434 7,248,130
Less current portion 5,376,421 5,533,149
----------- -----------
LONG-TERM PORTION $ 1,620,013 $ 1,714,981
=========== ===========
Future maturities of long-term debt at January 31, 2003 were as
follows:
12 Months
Ending
January 31,
-----------
(unaudited)
2004 $ 5,376,421
2005 391,945
2006 335,581
2007 323,584
2008 534,971
Thereafter 33,932
------------
TOTAL $ 6,996,434
============
13
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 6 - COMMITMENTS AND CONTINGENCIES
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
January 31, 2003. The Company did not meet the minimum purchase
requirement for the year ended July 31, 2002, or for the period through
January 31, 2003. 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 7).
License Agreements
------------------
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
----------
The Company is involved in certain legal proceedings and claims which
arise in the normal course of business. Management does not believe
that the outcome of these matters will have a material effect on the
Company's financial position or results of operations.
NOTE 7 - SUBSEQUENT EVENTS
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 $104,876
(unaudited) at January 31, 2003 (see Note 5) and the promissory note
given as part of the purchase price for $938,258 (unaudited) at January
31, 2003 (see Note 5). In the settlement, the Company paid $500,000 to
CDS and the sole shareholder of CDS, and the parties executed a mutual
general release.
14
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)
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.
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.
15
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)
Credit Facilities (Continued)
-----------------
HLIC CREDIT FACILITY (Continued)
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 $72,500 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.
16
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)
Designation and Issuance of Series A 2% Convertible Preferred Stock
-------------------------------------------------------------------
(Continued)
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 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 6).
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.
17
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)
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
18
SIGNATURE EYEWEAR, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002 AND JANUARY 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)
Employment Agreement (Continued)
--------------------
(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.
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.
19
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 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
20
amortization schedule commencing in the third year, and is due and payable in
April 2013. Bluebird's loan commitment will be reduced by $72,500 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 its leased computer system for
$750,000, note bearing interest at 4% per annum payable $13,000 per month with a
balloon payment upon maturity, 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.
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.
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,
21
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 60% and 62% of the Company's net sales in fiscal years
2001 and 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 four fiscal years. 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.
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,
-------------------------
2003 2002
-------------------------
Net sales.......................................... 100.0% 100.0%
Cost of sales...................................... 40.2 39.1
----------- -----------
Gross profit....................................... 59.8 60.9
----------- -----------
Operating expenses:
Selling....................................... 27.1 28.1
General and administrative.................... 32.2 33.9
Depreciation and amortization................. 2.1 1.3
----------- -----------
Total operating expenses.............. 61.4 63.3
----------- -----------
Income (loss) from operations..................... (1.6) (2.4)
----------- -----------
Other income (expense), net....................... (1.3) (2.2)
----------- -----------
Income (loss) before provision for income taxes... (2.9) (4.6)
----------- -----------
Provision (benefit) for income taxes.............. 0 0
----------- -----------
Net income (loss)................................. (2.9)% (4.6)%
=========== ===========
NET SALES. Net sales decreased by 15.0% or $1.3 million from the quarter
ended January 31, 2002 (the "2002 Quarter") to the quarter ended January 31,
2003 (the "2003 Quarter"). The following table shows certain information
regarding net sales for the periods indicated:
22
THREE MONTHS ENDED JANUARY 31,
-----------------------------------------
2003 2002 CHANGE
------------------- ------------------ --------
Laura Ashley Eyewear..... 2,594 35.8% $3,240 38.0% (19.9)%
Eddie Bauer Eyewear...... 2,022 27.9 2,499 29.3 (19.1)%
Nicole Miller 936 12.9 1,073 12.6 (12.8)%
Other Sales (1).......... 1,691 23.3 1,710 20.1 (1.1)%
-------- -------- -------- --------
Total.................... 7,243 100.0% $8,522 100.0% (15.0)%
======== ======== ======== ========
- ---------------
(1) Includes net sales of other designer eyewear and private label frames.
Net sales in the 2003 quarter were adversely affected by a general downturn
in the optical frame business, the reluctance of retailers to purchase large
inventories of the Company's products due to concerns about the Company's
viability and the sale of the USA Optical product line in March 2002
Net sales reflect gross sales less a reserve for product returns
established by the Company. 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 the 2002
Quarter and the 2003 Quarter amounted to 25.7% and 17.7% of gross sales,
respectively. Historically, returns have been higher from independent optical
retailers in the United States and lower from optical retail chains and
international customers.
GROSS PROFIT AND GROSS MARGIN. Gross profit decreased $0.9 million or 16.5%
from the 2002 Quarter to the 2003 Quarter due to lower net sales and increased
inventory write-downs.
The gross margin was 59.8% in the 2003 Quarter compared to 60.9% in the
2002 Quarter. The decrease in 2003 was due to inventory write downs, which are
included in cost of goods sold, and the sale of close-out frames, which are sold
at substantially lower margins than other frames.
SELLING EXPENSES. Selling expenses decreased $0.4 million or 18.0% from the
2002 Quarter to the 2003 Quarter due to lower net sales, decreased salary
expense of $0.3 million and decreased point of purchase expense of $0.1 million.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased $0.6 million or 19.4% from the 2002 Quarter to the 2003 Quarter due to
decreased salary expense of $0.3 million and decreased operating lease expense
of $0.2 million.
OTHER INCOME (EXPENSE), NET. Other expenses included primarily interest
expense, which decreased due to declining market interest rates, principal
paydowns and the cessation of interest on an obligation due a frame vendor
following a standstill agreement with the vendor.
PROVISION (BENEFIT) FOR INCOME TAXES. As a result of the Company's net loss
in the 2003 Quarter, it had no income tax expense.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's accounts receivable (net of allowance for doubtful accounts)
increased from $3.1 million at October 31, 2002 to $3.7 million at January 31,
2003 due to a $0.3 million increase in accounts receivable and a $0.3 million
decrease in the allowance for returns.
The Company's inventories (net of obsolescence reserve) decreased from $5.5
million at October 31, 2002 to $4.6 million at January 31, 2003 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 notwithstanding a decrease of $0.2 million in the reserve for
obsolescent inventory as a result of inventory reductions.
23
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, 2003 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, 2003) 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 5 and 7 of Notes to Consolidated
Financial Statements.
Of the Company's accounts payable at January 31, 2003, $0.9 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, 2003.
The Company's bad debt write-offs and recoveries were $28,932 and ($2,916)
during the 2003 Quarter and 2002 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 the 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 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".
24
NEED TO INCREASE REVENUES AND TO RETURN TO PROFITABILITY; GOING CONCERN
QUALIFICATION
The Company suffered material operating losses in its last four fiscal
years, causing a significant deterioration in its financial condition. At
January 31, 2003, the Company's stockholders' deficit was $9.2 million. 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.
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. 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 60%
and 62% of the Company's net sales in fiscal years 2001 and 2002, respectively.
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. Laura Ashley may also terminate the license agreement if minimum sales
requirements are not met in any two years. The Company did not meet the minimum
sales requirement for the license year ended January 2003, but Laura Ashley
waived noncompliance. 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.
BANKRUPTCY OF EDDIE BAUER
Eddie Bauer Diversified Sales LLC, the licensor or the Eddie Bauer Eyewear
license, and its parent Speigel, Inc and other affiliates, have filed voluntary
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As a
result, the licensor has the rights of a debtor under the Bankruptcy Code with
respect to executory contracts such as the Eddie Bauer Eyewear license,
including the right to reject the contract. The rejection of the license would
have a material adverse affect on the Company. The Company has received no
indication or notice from the licensor that it intends to reject the license
agreement.
DEPENDENCE UPON SALES TO RETAIL OPTICAL CHAINS
Net sales to major optical retail chains amounted to 29% and 35% of net
sales in fiscal years 2001 and 2002, respectively. Net sales to Eyecare Centers
of America in fiscal 2002 amounted to 12% and 13% of the Company's net sales for
such fiscal years. The loss of one or more major optical retail chains as a
customer would have a material adverse affect on the Company's business.
25
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 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 2002, Signature used manufacturers principally in Hong Kong/China,
Japan and Italy.]
INTERNATIONAL SALES
International sales accounted for approximately 11.3% and 10.5% of the
Company's net sales in fiscal years 2001 and 2002, 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,
26
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 years 2001 and 2002 amounted to 23% and 22%
of gross sales (sales before returns), respectively. 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 frame 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 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, Safilo
Group S.p.A., Marchon Eyewear, Inc., Marcolin S.p.A. and De Rigo S.p.A.
Signature's largest competitors have significantly greater financial, technical,
sales, manufacturing and other resources than the Company. They also employ
direct sales forces that have existed far longer, and are significantly larger
than the Company's. 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. De Rigo
S.p.A. is
27
also vertically integrated, in that it manufactures frames, distributes them
throughout the world, and owns Dollond & Atchitson, one of the largest retail
optical chains in the world.
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 June 30, 2003, the directors and executive officers of the Company
owned beneficially approximately 52% 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
As a California corporation, under the California General Corporation Law,
generally the Company may not pay dividends in cash or property except (i) out
of positive retained earnings or (ii) if, after giving effect to the
distribution, the Company's assets would be at least 1.25 times its liabilities
and its current assets would exceed its current liabilities (determined on a
consolidated basis under generally accepted accounting principles). At October
31, 2002, the Company had an accumulated deficit of $23.4 million. As a result,
the Company will not be able to pay dividends for the foreseeable future. In
addition, the payment of dividends is prohibited under its 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.
FOREIGN CURRENCY RISKS. At any month-end during the quarter ended January
31, 2003, a maximum of $1.3 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
28
forward commitments to deliver foreign currency to the Company. The Company held
no forward commitments for foreign currencies at January 31, 2003.
International sales accounted for approximately 11% of the Company's net
sales in the quarter ended January 31, 2003. 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.
ITEM 14--CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer has
conducted an evaluation of the effectiveness of the Company's disclosure
controls and procedures pursuant to Rule 13a-14 under the Securities Exchange
Act of 1934, as amended, within 90 days of the filing of this quarterly report.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer believes that the Company's disclosure controls and procedures were
effective in ensuring that information required to be disclosed by the Company
in this quarterly report has been made known to them in a timely manner.
During the quarter ended January 31, 2003, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect those controls.
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, 2003. This credit facility was paid off in April 2003
and, as of June 30, 2003, the Company was not in default under any credit
facility.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
See Attached Exhibit List
Reports on Form 8-K
Form 8-K dated November 8, 2002 (Item 5)
29
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: August 27, 2003 SIGNATURE EYEWEAR, INC.
By: /s/ Michael Prince
-------------------------
Michael Prince
Chief Executive Officer
Chief Financial Officer
30
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
31.1 Rule 13a-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
31