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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ........... March 31, 1997
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 ................................................1-8681
RUSS BERRIE AND COMPANY, INC.
................................................................................
(Exact name of registrant as specified in its charter)
New Jersey 22-1815337
................................................................................
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
111 Bauer Drive, Oakland, New Jersey 07436
................................................................................
(Address of principal executive offices) (Zip Code)
(201) 337-9000
................................................................................
(Registrant's telephone number, including area code)
................................................................................
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 10, 1997
----- -----------------------------
Common stock, $.10 stated value 22,209,491
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RUSS BERRIE AND COMPANY, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION NUMBER
- ------------------------------ ------
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1997
and December 31, 1996 3
Consolidated Statement of Income for the three month
periods ended March 31, 1997 and 1996 4
Consolidated Statement of Cash Flows for the three month
periods ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6 and 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 and 9
PART II - OTHER INFORMATION 10
Item 6. Exhibits and Reports on Form 8-K
Signatures 11
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
(UNAUDITED)
ASSETS MARCH 31, DECEMBER 31,
1997 1996
------------- ------------
Current assets
Cash and cash equivalents ................... $ 60,738 $ 52,257
Accounts receivable, trade, less allowances;
$2,473 in 1997 and $2,258 in 1996 ........ 54,429 49,355
Inventories - net ........................... 50,025 54,350
Prepaid expenses and other current assets ... 2,824 2,558
Deferred income taxes ....................... 9,705 9,707
Net current assets of discontinued operations 42,093 47,386
--------- ---------
TOTAL CURRENT ASSETS ............ 219,814 215,613
Property, plant and equipment - net ........... 21,029 21,765
Other assets .................................. 2,868 2,948
Net assets of discontinued operations ......... 35,583 36,640
--------- ---------
TOTAL ASSETS .................... $ 279,294 $ 276,966
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable ............................ $ 4,577 $ 3,709
Accrued expenses ............................ 13,560 18,776
Accrued income taxes ........................ 6,656 5,755
--------- ---------
TOTAL CURRENT LIABILITIES ....... 24,793 28,240
Commitments and contingencies
Shareholders' equity
Common stock: $.10 stated value; authorized
50,000,000 shares; issued 1997, 24,671,582
shares; 1996, 24,333,952 shares ........... 2,467 2,433
Additional paid in capital .................. 47,976 43,280
Retained earnings ........................... 242,813 240,373
Foreign currency translation adjustments .... (898) 497
Treasury stock, at cost (2,454,814 shares) .. (37,857) (37,857)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY ....... 254,501 248,726
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ............. $ 279,294 $ 276,966
========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
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RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1997 1996
------ -----
Net sales ......................................... $ 62,071 $56,566
Cost of sales ..................................... 27,464 26,202
-------- -------
GROSS PROFIT .................................. 34,607 30,364
Selling, general and administrative expense ....... 25,400 24,572
Investment and other income-net ................... 652 5,228
-------- -------
INCOME FROM CONTINUING OPERATIONS
BEFORE TAXES ................................. 9,859 11,020
Provision for income taxes on
continuing operations ........................ 3,388 4,105
-------- -------
NET INCOME FROM CONTINUING OPERATIONS .......... 6,471 6,915
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS . (259) 681
-------- -------
NET INCOME ..................................... $ 6,212 $ 7,596
======== =======
NET (LOSS) INCOME PER SHARE
Continuing operations ........................... $ 0.29 $ 0.32
Discontinued operations ......................... (0.01) 0.03
-------- -------
Total ...................................... $ 0.28 $ 0.35
======== =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
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RUSS BERRIE AND COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES: 1997 1996
---- ----
Net income ........................................... $ 6,212 $ 7,596
Adjustments to reconcile net income to net cash
provided by continuing operating activities:
Net loss (income) - discontinued operations ...... 259 (681)
Depreciation ..................................... 731 817
Amortization of intangible assets ................ 38 40
Provision for accounts receivable reserves ....... 641 400
Gain on sale of subsidiary ....................... -- (4,800)
Gains from sale or disposal of fixed assets ...... 75 114
Changes in assets and liabilities, net of
effect of acquisitions and
dispositions:
Accounts receivable .......................... (5,715) (9,946)
Inventories .................................. 4,325 3,206
Deferred income taxes ........................ 2 (1)
Prepaid expenses and other current assets .... (265) (9)
Other assets ................................. 42 429
Accounts payable ............................. 868 (390)
Accrued expenses ............................. (5,216) (3,427)
Accrued income taxes ......................... 901 3,598
-------- --------
Total adjustments .......................... (3,314) (10,650)
-------- --------
Net cash provided by (used in) continuing
operating activities .................. 2,898 (3,054)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets ................... 78 61
Capital expenditures ................................. (496) (622)
Sale of subsidiary ................................... -- 18,858
-------- --------
Net cash provided by (used in)
investing activities .................. (418) 18,297
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock ............................. 4,730 940
Dividends ............................................ (3,772) (3,241)
-------- --------
Net cash provided by (used in)
financing activities .................. 958 (2,301)
Effect of exchange rates ............................. (1,048) (375)
Cash provided by
discontinued operations ............................ 6,091 236
-------- --------
Net increase in cash and cash equivalents ............ 8,481 12,803
Cash and cash equivalents at beginning of year ....... 52,257 35,802
-------- --------
Cash and cash equivalents at end of year ............. $ 60,738 $ 48,605
======== ========
CASH PAID DURING THE PERIOD FOR:
Interest ........................................ $ 59 $ 40
Income taxes .................................... $ 2,067 $ 896
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The information furnished reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented. Results for interim periods are not necessarily an indication
of results to be expected for the year.
On May 2, 1997, the Company completed the sale of substantially all of the
assets of its wholly-owned subsidiaries, Cap Toys, Inc. and OddzOn Products,
Inc., to a wholly-owned subsidiary of Hasbro, Inc. These two subsidiaries
represented the Company's Toy business segment. The operating results of the Toy
business segment have been classified as discontinued operations and the
financial statements have been restated to reflect this presentation. See note 4
regarding discontinued operations.
Investment and other income-net for the three months ended March 31, 1996
includes the gain on the sale of the Company's subsidiary Papel/Freelance, Inc.
of approximately $4,800,000 before tax or $3,000,000 ($0.14 per share) after
tax. An additional $2,000,000 before tax gain will be recognized contingent upon
satisfaction of the terms of a transitional agreement.
Selling, general and administrative expense for the three months ended March 31,
1996 includes a provision of $900,000 before tax or $575,000 ($0.03 per share)
after tax for costs associated with closing certain of the Company's retail
stores.
NOTE 2
The weighted average number of shares outstanding during the three month periods
ended March 31, 1997 and 1996 were 22,084,009 and 21,586,017 shares,
respectively. Employee stock option plans did not have a material dilutive
effect on the earnings per share calculation.
NOTE 3
Cash dividends of $3,771,846 ($.17 per share) were paid on March 17, 1997 to
shareholders of record of the Company's Common Stock on March 3, 1997. Cash
dividends of $3,240,665 ($.15 per share) were paid in the three month period
ended March 31, 1996.
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NOTE 4 -SUBSEQUENT EVENT - DISCONTINUED OPERATIONS
On May 2, 1997, the Company completed the sale of substantially all of the
assets of its wholly-owned subsidiaries, Cap Toys, Inc. and OddzOn Products,
Inc., to a wholly-owned subsidiary of Hasbro, Inc. for a purchase price of
$166,650,000, subject to adjustment based on the net tangible value of the
assets sold on the day of closing.
The Company intends to use the proceeds of the sale to pursue acquisitions of
companies within the gift industry and for general corporate purposes,
including the repurchase of a portion of the Company's outstanding stock,
pursuant to the previously announced stock purchase plan.
Amounts included in net income from discontinued operations for the Toy business
segment for the three months ended March 31 are as follows:
THREE MONTHS ENDED MARCH 31, 1997 1996
- ---------------------------- ---- ----
Net sales $ 26,452,000 $26,315,000
(Loss) income before taxes (677,000) 1,067,000
(Benefit) provision for income taxes (418,000) 386,000
------------ -----------
Net (loss) income $ (259,000) $ 681,000
============ ===========
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
The Company's net sales for the three months ended March 31, 1997 were
$62,071,000 compared to $56,566,000 for the three months ended March 31, 1996.
This represents an increase of $5,505,000 or 9.7%. This increase in net sales
reflects the continuing positive customer response to the Company's gift product
line.
Cost of sales were 44.2% of net sales for the three months ended March 31, 1997
compared to 46.3% for the same period in 1996. The decrease primarily reflects
lower product costs achieved through the expansion of sourcing within the
Peoples Republic of China.
Selling, general and administrative expense was $25,400,000 or 40.9% of net
sales for the three months ended March 31, 1997 compared to $24,572,000 or 43.4%
of net sales for the three months ended March 31, 1996. As a percent of net
sales, the decrease in selling, general and administrative expense can be
attributed to fixed costs as they relate to the increase in net sales. Included
in the selling, general and administrative expense for the three months ended
March 31, 1996 is a provision of $900,000 related to costs associated with
closing certain of the Company's retail stores. Excluding this provision,
selling, general and administrative expense increased $1,728,000 or 7.3% when
compared to the prior year. This increase can be attributed to the increase in
expenses required to support the higher sales levels and in particular the costs
associated with the expansion of the salesforce.
Investment and other income of $652,000 for three months ended March 31, 1997
compares to $5,228,000 for the three months ended March 31, 1996. Included in
the results for the three months ended March 31, 1996 is a gain of approximately
$4,800,000 before tax related to the sale of the Company's Papel/Freelance, Inc.
subsidiary.
The provision for income taxes as a percent of income before taxes for the three
months ended March 31, 1997 was 34.4% compared to 37.3% in the same period in
the prior year. This decrease can be primarily attributed to lower tax
provisions related to certain foreign subsidiaries during the three months ended
March 31, 1997.
Net income from continuing operations for the three months ended March 31, 1997
of $6,471,000 compares to net income from continuing operations of $6,915,000
for the same period last year. Included in the results for the three months
ended March 31, 1996 is the gain on the sale of the Company's subsidiary
Papel/Freelance, Inc., of $3,000,000 after tax. Excluding this gain, net income
from continuing operations has increased $2,556,000 or 65.2%.
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DISCONTINUED OPERATIONS/SUBSEQUENT EVENT
On May 2, 1997, the Company completed the sale of substantially all of the
assets of its wholly-owned subsidiaries, Cap Toys, Inc. and OddzOn Products,
Inc., to a wholly-owned subsidiary of Hasbro, Inc. for a purchase price of
$166,650,000, subject to adjustment based on the net tangible value of the
assets sold on the day of closing. These two subsidiaries represented the
Company's Toy business segment. The operating results of the Toy business
segment have been classified as discontinued operations and the financial
statements have been restated to reflect this presentation.
As of March 31, 1997, total net assets of discontinued operations amounted to
$77,676,000. The sale transaction will result in a gain based on the net
tangible value of the assets sold on the day of closing less costs associated
with the transaction.
Net sales of the Company's discontinued operations amounted to $26,452,000 for
the three months ended March 31, 1997 compared to $26,315,000 for the three
months ended March 31, 1996. Net loss from discontinued operations for the three
months ended March 31, 1997 of $259,000 compares to net income of $681,000 in
1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had cash and cash equivalents of $60,738,000
compared to cash and cash equivalents of $52,257,000 at December 31, 1996.
Working capital requirements during the three months ended March 31, 1997 were
met entirely through internally generated funds. The Company remains in a highly
liquid position and believes that the resources available from operations and
bank lines of credit are sufficient to meet the foreseeable requirements of its
business.
The Company enters into forward exchange contracts and currency options,
principally to hedge the currency risk associated with the purchase of inventory
by certain foreign subsidiaries. Gains and losses are reported as a component of
the related transaction. The Company does not anticipate any material adverse
impact on its results of operations or financial position from these contracts.
The Company intends to use the proceeds of the sale of the toy companies to
pursue acquisitions of companies within the gift industry and for general
corporate purposes, including the repurchase of a portion of the Company's
outstanding stock, pursuant to the previously announced stock purchase program.
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PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SEE NOTE 4 TO CONSOLIDATED FINANCIAL STATEMENTS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) 10.113 Asset Purchase Agreement dated as of May 2, 1997 among Russ
Berrie and Company, Inc., OddzOn Products, Inc., Cap Toys, Inc.,
OddzOn/Cap Toys, Inc. and Hasbro, Inc., together with exhibits thereto.
b) During the quarter ended March 31, 1997, no reports on Form 8-K were
filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
RUSS BERRIE AND COMPANY, INC.
(Registrant)
May 15, 1997 By /s/ Paul Cargotch
--------------- ---------------------------------------
Date Paul Cargotch
Executive Vice President,
Chief Financial Officer, Assistant
Secretary and Director
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EXHIBIT INDEX
EXHIBIT
NUMBER
10.113 Asset Purchase Agreement dated as of May 2, 1997 among Russ Berrie and
Company, Inc., OddzOn Products, Inc., Cap Toys, Inc., OddzOn/Cap Toys,
Inc. and Hasbro, Inc., together with exhibits thereto.
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