================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
Quarterly Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
--------------------
For the Period Ended September 30, 2001 Commission File Number 0-18927
TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2349915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
690 East Lamar Boulevard, Suite 200, Arlington, TX 76011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817)-548-0090
Former name, former address and former fiscal year, if
changed since last report:
Not Applicable
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 Number of shares outstanding at September 30, 2001
Common stock, $1 par value 5,882,926
================================================================================
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2001
+===============================================================================
TABLE OF CONTENTS
<Table>
<Caption>
PART I -- FINANCIAL INFORMATION
Item Page No.
- ---- --------
1. Financial Statements 3 - 10
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11 - 14
3. Qualitative and Quantitative Disclosures About Market Risk 15
PART II -- OTHER INFORMATION
Item
- ----
4. Submission of Matter to a Vote of Security Holders 16
6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
INDEX TO EXHIBITS 18
</Table>
2
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
FILE NUMBER 0-18927
FORM 10-Q
================================================================================
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<Table>
<Caption>
Three Months
Ended
September 30
------------------------
2001 2000
---------- ----------
Net sales $ 54,106 $ 53,469
Cost of goods sold 35,073 35,288
---------- ----------
Gross margin 19,033 18,181
Selling, general and administrative expenses 13,310 12,698
Depreciation and amortization 1,387 1,151
---------- ----------
Total operating expenses 14,697 13,849
---------- ----------
Operating income 4,336 4,332
Interest expense (778) (1,021)
Royalty income and early termination of
license agreement 9 17
---------- ----------
Income before provision for income taxes 3,567 3,328
Provision for income taxes 1,385 1,293
---------- ----------
Net income $ 2,182 $ 2,035
========== ==========
Earnings per common share $ 0.38 $ 0.36
========== ==========
Earnings per common share - assuming dilution $ 0.38 $ 0.36
========== ==========
Common shares outstanding 5,718 5,612
========== ==========
Common shares outstanding - assuming dilution 5,725 5,626
========== ==========
Cash dividends per common share None None
</Table>
The accompanying notes are an integral part of these
condensed financial statements.
3
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
FILE NUMBER 0-18927
FORM 10-Q
================================================================================
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<Table>
<Caption>
September 30, June 30,
2001 2001
------------- ----------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 935 $ 79
Accounts receivable, net 45,901 34,459
Inventories:
Raw materials and work in process 4,886 5,077
Finished goods 56,893 57,258
Other current assets 3,995 3,829
---------- ----------
Total current assets 112,610 100,702
---------- ----------
Property and equipment, at cost 26,600 26,451
Accumulated depreciation (12,707) (11,963)
---------- ----------
Net property and equipment 13,893 14,488
---------- ----------
Other assets:
Goodwill, less amortization 12,911 13,215
Other assets, less amortization 8,817 8,579
---------- ----------
Total other assets 21,728 21,794
---------- ----------
$ 148,231 $ 136,984
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,124 $ 9,408
Accrued expenses 6,778 4,911
---------- ----------
Total current liabilities 14,902 14,319
---------- ----------
Other liabilities:
Notes payable 54,956 47,400
Other noncurrent liabilities 2,785 1,130
---------- ----------
Total other liabilities 57,741 48,530
---------- ----------
Stockholders' equity:
Preferred stock, $1 par value, 1,000,000 shares authorized, none
issued -- --
Common stock, $1 par value, 10,000,000 shares authorized,
5,882,926 shares issued and outstanding 5,883 5,883
Additional paid-in capital 22,467 22,572
Cumulative other comprehensive income (1,746) (670)
Retained earnings 50,182 48,000
Treasury stock, at cost (1,198) (1,650)
---------- ----------
Total stockholders' equity 75,588 74,135
---------- ----------
$ 148,231 $ 136,984
========== ==========
</Table>
The accompanying notes are an integral part of these
condensed financial statements.
4
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
FILE NUMBER 0-18927
FORM 10-Q
================================================================================
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
Three Months Ended
September 30,
------------------------
2001 2000
---------- ----------
Cash flows from operating activities:
Net income $ 2,182 $ 2,035
Adjustments to reconcile net income to net cash used
for operating activities:
Depreciation 1,049 641
Amortization 383 346
Other (46) (151)
Change in assets and liabilities:
Accounts receivable (11,442) (13,326)
Inventories 556 (4,654)
Other assets (162) (819)
Accounts payable (1,284) (1,688)
Accrued expenses 1,866 2,013
---------- ----------
Net cash used for operating activities (6,898) (15,603)
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment (149) (495)
---------- ----------
Net cash used for investing activities (149) (495)
---------- ----------
Cash flows from financing activities:
Sale of stock to stock purchase program 347 367
Purchase of treasury stock -- (996)
Proceeds from borrowings 29,494 33,525
Payments under borrowings (21,938) (17,075)
---------- ----------
Net cash provided by financing activities 7,903 15,821
---------- ----------
Net increase (decrease) in cash and cash equivalents 856 (277)
Cash and cash equivalents at beginning of period 79 661
---------- ----------
Cash and cash equivalents at end of period $ 935 $ 384
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 557 $ 729
Income taxes 11 --
</Table>
The accompanying notes are an integral part of these
condensed financial statements.
5
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
===============================================================================
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ACCOUNTING PRINCIPLES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended September 30,
2001, are not necessarily indicative of the results that may be expected for the
year ended June 30, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Tandy Brands
Accessories, Inc. and Subsidiaries Annual Report on Form 10-K for the year ended
June 30, 2001.
Certain prior year amounts have been reclassified to conform to the fiscal 2002
presentation.
NOTE 2 - IMPACT OF NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives. The Company will apply the new rules on accounting for goodwill
and other intangible assets beginning in the first quarter of fiscal 2003.
Application of the nonamortization provisions of the Statement is expected to
result in an increase in net income of approximately $625,000 ($0.11 per share)
per year. During fiscal 2003, the Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of July
1, 2002, and has not yet determined what the effect of these tests will be on
the earnings and financial position of the Company.
In April 2001, the Emerging Issues Task Force ("EITF") issued a consensus EITF
No. 00-25, "Vendor Income Statement Characterization of Consideration from a
Vendor to a Retailer." EITF No. 00-25 requires that consideration from a vendor
to a reseller of the vendor's products is presumed to be a reduction of the
selling prices of the vendor's products and, therefore, should be characterized
as a reduction of revenue when recognized in the vendor's income statement. The
Company adopted the EITF in the first quarter of fiscal 2002 and the effects
thereof were not material to the Company's consolidated financial position or
statements of income, stockholders' equity and cash flows.
6
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - COMPREHENSIVE INCOME
The components of comprehensive income, net of related tax, for the
three months ended September 30, 2001 and 2000 are as follows (in thousands):
<Table>
<Caption>
Three Months
Ended
September 30,
-------------------------
2001 2000
------- -------
Net income $ 2,182 $ 2,035
Foreign currency translation adjustments (61) (136)
Cumulative effect of change in accounting
principle - fair value of interest rate swap -- 308
Change in fair value of interest rate swap (1,015) --
------- -------
Comprehensive income $ 1,106 $ 2,207
======= =======
</Table>
7
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - EARNINGS PER SHARE
The following sets forth the computation of basic and diluted earnings
per share (in thousands, except per share amounts):
<Table>
<Caption>
Three Months
Ended
September 30,
-----------------------
2001 2000
---------- ----------
Numerator for basic and diluted earnings per
share:
Net income $ 2,182 $ 2,035
========== ==========
Denominator:
Weighted average shares outstanding 5,705 5,599
Contingently issuable shares 13 13
---------- ----------
Denominator for basic earnings per
share - weighted average shares 5,718 5,612
Effect of dilutive securities:
Employee stock options 7 12
Director stock options -- 2
---------- ----------
Dilutive potential common shares 7 14
Denominator for diluted earnings per
share - adjusted weighted - average
shares 5,725 5,626
========== ==========
Basic earnings per share $ 0.38 $ 0.36
========== ==========
Diluted earnings per share $ 0.38 $ 0.36
========== ==========
</Table>
8
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
+===============================================================================
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
The Company sells its products to a variety of retail outlets, including mass
merchants, national chain stores, major department stores, men's and women's
specialty stores, catalog retailers, grocery stores, drug stores, golf pro
shops, sporting goods stores and the retail exchange operations of the United
States military. The Company and its corresponding customer relationships are
organized along men's and women's product lines. As a result, the Company has
two reportable segments: (1) men's accessories consisting of belts, wallets,
suspenders and other small leather goods and (2) women's accessories consisting
of belts, wallets, handbags, socks, scarves, hats and hair accessories. General
corporate expenses are allocated to each segment based on the respective
segment's asset base. Depreciation and amortization expense related to assets
recorded on the Company's corporate accounting records are allocated to each
segment as described above. Management measures profit or loss on each segment
based upon income or loss before taxes utilizing the accounting policies
consistent in all material respects with those described in Note 1 of the
Company's 2001 Annual Report. No intersegment revenue is recorded.
Information regarding operations and assets by segment are as follows (in
thousands):
<Table>
<Caption>
Three Months Ended
September 30,
------------------------
2001 2000
---------- ----------
Revenue from external customers:
Men's accessories $ 27,143 $ 30,245
Women's accessories 26,963 23,224
---------- ----------
$ 54,106 $ 53,469
========== ==========
Operating income (1):
Men's accessories 2,266 3,628
Women's accessories 2,070 704
---------- ----------
$ 4,336 $ 4,332
========== ==========
Interest expense (778) (1,021)
Other income (2) 9 17
---------- ----------
Income before income taxes $ 3,567 $ 3,328
========== ==========
Depreciation and amortization expense:
Men's accessories $ 846 $ 671
Women's accessories 541 480
---------- ----------
$ 1,387 $ 1,151
========== ==========
Capital expenditures:
Men's accessories $ -- $ --
Women's accessories 141 218
Corporate 8 277
---------- ----------
$ 149 $ 495
========== ==========
</Table>
(1) Operating income consists of net sales less cost of sales and specifically
identifiable selling, general and administrative expenses.
(2) Other income includes royalty income on corporate tradenames and other
income not specifically identifiable to a segment.
9
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - CREDIT FACILITY
At September 30, 2001, the Company was in violation of the leverage ratio
financial covenant of its $80,000,000 committed secured revolving credit
facility (the "Credit Facility"). The Company's ratio for this covenant was 3.35
to 1.00, compared to a covenant requirement of not more than 3.125 to 1.00. The
shortfall in earnings which caused this covenant violation was attributable in
part to the impact of the bankruptcy of a customer during the fourth quarter of
fiscal 2001, which resulted in the recognition of approximately $650,000 of
additional bad debt expense in fiscal 2001. The Company had negotiated its
covenants prior to the bankruptcy notice and as such the $650,000 will impact
the earnings used in the calculation of covenants through the fourth quarter of
fiscal 2002. The Company was in compliance with all other covenants related to
the Company's credit facility. On November 5, 2001, the Company received a
waiver from the bank group through December 31, 2001 related to the
aforementioned violation. Based on internal projections, management anticipates
compliance with all covenants related to the credit facility for the remainder
of fiscal 2002.
10
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Tandy Brands Accessories, Inc. (the "Company") is a leading designer,
manufacturer and marketer of branded men's, women's and children's accessories,
including belts and small leather goods such as wallets. The Company's product
line also includes handbags, socks, scarves, hats, hair accessories, suspenders
and cold weather accessories. The Company's merchandise is marketed under a
broad portfolio of nationally recognized licensed and proprietary brand names,
including DOCKERS(R), JONES NEW YORK(R), FLORSHEIM(R), PERRY ELLIS(R), ROLFS(R),
HAGGAR(R), WOOLRICH(R), JORDACHE(R), INDIAN MOTORCYCLE(R), BUGLE BOY(R),
CANTERBURY(R), PRINCE GARDNER(R), PRINCESS GARDNER(R), AMITY(R), DON LOPER(R),
ACCESSORY DESIGN GROUP(R), TEX TAN(R) and TIGER(R), as well as private brands
for major retail customers. The Company sells its products through all major
retail distribution channels throughout the United States and Canada, including
mass merchants, national chain stores, department stores, men's and women's
specialty stores, catalogs, grocery, drug stores, golf pro shops and sporting
goods stores.
The Company is deeply saddened by the unexpected terrorist attacks and
tremendous loss our country endured on September 11, 2001. Given the uncertainty
of the economic impact of the events of September 11, 2001 and our country's
subsequent war on terrorism, we cannot predict at this time whether future
orders will be adversely affected during fiscal 2002.
RESULTS OF OPERATIONS
Sales and gross margin data from the Company's segments for the three
months ended fiscal 2002 compared to the same period last year were as follows
(in thousands):
<Table>
<Caption>
Three Months Ended
September 30,
------------------------
2001 2000
---------- ----------
Net sales:
Men's accessories $ 27,143 $ 30,245
Women's accessories 26,963 23,224
---------- ----------
Total net sales $ 54,106 $ 53,469
========== ==========
Gross margin:
Men's accessories $ 10,148 $ 11,376
Women's accessories 8,885 6,805
---------- ----------
Total gross margin $ 19,033 $ 18,181
========== ==========
Gross margin as a percentage of sales:
Men's accessories 37.4% 37.6%
Women's accessories 33.0% 29.3%
Total 35.2% 34.0%
</Table>
11
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
NET SALES
For the three-month period ended September 30, 2001, net sales increased 1.2% to
$54,106,000 as compared to net sales of $53,469,000 for the same period last
year. Net sales of men's accessories decreased 10.3% for the three-month period
ended September 30, 2001 as compared to the same period last year. The decrease
in men's sales was attributable to lower than anticipated mass merchant and
department store orders. This decrease was caused by retail customers reducing
planned inventory levels in anticipation of lower future retail sales
attributable to current economic pressures. However, the decrease in men's
accessories sales was offset by a 16.1% increase in sales of women's accessories
for the three-month period ended September 30, 2001 as compared to the same
period last year. The increase was attributable to sales from the initial
shipments of the Company's new line of DOCKERS(R) accessories and increased
women's mass merchant accessory sales.
GROSS MARGINS
Gross margins increased for the three-month period ended September 30, 2001,
$852,000, or 4.7% as compared to the same period for the prior year. As a
percentage of sales, gross margins increased 1.2% for the three-month period
ended September 30, 2001 as compared to the same period last year. The overall
increase was due to margin improvements in the Company's women's mass merchant
product sales as well as higher margin DOCKERS(R) accessories sales.
OPERATING EXPENSES
Selling, general and administrative expenses as a percentage of net sales for
the three months ended September 30, 2001 increased 0.9% as compared to the same
period of the prior year. The increase resulted from higher wages and royalty
expense.
Depreciation and amortization expenses increased 20.5% to $1,387,000 for the
three months ended September 30, 2001, compared to $1,151,000 in the same period
of the prior year. The increase is attributable to capital expenditures related
to the leasehold improvements and equipment related to the Company's
distribution facility in Dallas, Texas, for women's accessories as well as
additional hardware and software applications.
Interest expense for the three-month period ended September 30, 2001 decreased
$243,000 as compared to the same period for the prior year. The decrease is
primarily related to lower interest rates as well as lower debt levels as
compared to same period of the prior year.
The effective tax rate for the three months ended September 30, 2001 was 38.8%
which is consistent with the same period in the prior year.
Net income for the three-month period ended September 30, 2001 increased 7.2% to
$2,182,000 or $.38 per diluted share, compared to net income of $2,035,000 or
$.36 per diluted share, for the same three months last year. The increase in net
income was primarily due to the higher margin sales mix of women's accessories.
12
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Generally, the Company's primary sources of liquidity are cash flows from
operations and the Company's line of credit. The Company has an $80,000,000
committed secured revolving credit facility (the "Credit Facility"), which can
be used for seasonal borrowings and letters of credit. The credit facility is
secured by essentially all of the assets of the Company and its subsidiaries and
requires the maintenance of certain financial covenants which if not met, could
adversely impact the liquidity of the Company. See Note 6 for a discussion of
the Company's credit facility and the violation of a debt covenant occuring in
the first quarter of fiscal 2002. The Company's borrowings under its credit
lines were $54,956,000 and $57,525,000 as of September 30, 2001 and 2000,
respectively.
For the three months ended September 30, 2001, the Company's operating
activities used cash of $6,898,000 compared to $15,603,000 for the same period
last year. The decrease was attributable to the timing of cash receipts from
accounts receivable and inventory purchases.
Capital expenditures were $149,000 for the three months ended September 30,
2000. The decrease of $346,000 from the same prior year period is due to the
timing of capital investments during fiscal 2002. Management anticipates that
the Company's level of capital investment for fiscal 2002 will approximate the
prior year. Capital commitments for fiscal 2002 include additional equipment for
the Company's distribution facility in Dallas, Texas, as well as additional
hardware and software applications.
The Company examines the carrying value of its excess of cost over net assets
acquired (Goodwill) and other intangible assets as current events and
circumstances warrant to determine whether there are any impairment losses. If
indicators of impairment were present in intangible assets used in operations,
and future cash flows were not expected to be sufficient to recover the assets'
carrying amount, an impairment loss would be charged to expense in the period
identified. No event has been identified that would indicate an impairment of
the value of material intangible assets recorded in the consolidated financial
statements.
The Company has never paid a cash dividend on its Common Stock. The Company
currently intends to retain its earnings for the foreseeable future to provide
funds for the expansion of its business and reduction of debt. The Company's
existing credit agreement currently contains covenants that restrict the payment
of dividends.
See Note 2 for a discussion of the impact of recently issued accounting
standards.
The Company believes it has adequate financial resources and access to
sufficient credit facilities to satisfy its future working capital needs.
SEASONALITY
The Company's quarterly sales and net income results are fairly consistent
throughout the fiscal year, with a seasonal increase during the second quarter.
INFLATION
Although the Company's operations are affected by general economic trends, the
Company does not believe that inflation has had a material effect on the results
of operations.
13
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of financial condition and results of
operations and other sections of this Form 10-Q contain forward looking
statements that are based on current expectations, estimates and projections
about the industry in which the Company operates, management's beliefs and
assumptions made by management. In addition, other written or oral statements
which constitute forward-looking statements may be made by or on behalf of the
Company. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," or variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
14
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's risk management policy as it relates to derivative instruments is
to mitigate, subject to market conditions, against interest rate risk. The
Company does not enter into any derivative instrument for the purposes of
speculative investment. The Company's overall risk management philosophy is
reevaluated as business conditions arise.
The Company is subject to interest rate risk on its long term debt. The Company
manages its exposure to changes in interest rates by the use of variable and
fixed interest rate debt. In addition the Company has hedged its exposure to
changes in interest rates on a portion of its variable debt by entering into a
interest rate swap agreement to lock in a fixed interest rate for a portion of
these borrowings. At September 30, 2001 the Company had borrowings under its
credit facility of $54,956,000 bearing a weighted-average interest rate of
5.69%. The Company entered into a three-year interest rate swap agreement
converting $30,000,000 of outstanding indebtedness from a variable to a fixed
interest rate. The average receive rate is based on a 90 day LIBOR rate.
Interest differentials to be paid or received because of the swap agreement are
reflected as an adjustment to interest expense over the related debt period. At
September 30, 2001, the receive and pay rates related to the interest rate swap
were 3.79% and 5.60%, respectively. The interest rate swap agreement represents
a valid cash flow hedge under Statement of Financial Accounting Standards No.
133. As such, during fiscal 2002, changes in the fair value of the interest rate
swap were recognized to other comprehensive income with the fair value at
September 30, 2001, approximating ($1,656,000). The potential impact of market
conditions on the fair value of the Company's indebtedness is not expected to be
material. Given that such lines of credit bear interest at floating market
interest rates, the fair value of amounts borrowed thereunder approximates
carrying value.
15
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of stockholders was held on October 16, 2001.
(b) The matters voted upon were as follows:
(i) The election of two directors in Class II to serve for three-year
terms expiring at 2004 annual meeting of stock holders, or until their
successors are elected and qualified. The number of votes cast for and
against the election of each nominee, as well as the number of
abstentions and broker non-votes with respect to the election of each
nominee were as follows:
<Table>
Mr. C. A. Rundell, Jr.
-----------------------
For 4,860,208 Against/Withheld 316,292 Abstain -0- Broker Non-votes -0-
Ms. Colombe M. Nicholas
-------------------------
For 4,862,181 Against/Withheld 314,319 Abstain -0- Broker Non-votes -0-
</Table>
Directors whose terms continued after the annual meeting are as
follows:
Mr. Marvin J. Girouard
Mr. J.S.B. Jenkins
Dr. James F. Gaertner
Mr. Gene Stallings
Mr. Roger R. Hemminghaus
(ii) The approval of the Amendment to the Tandy Brands Accessories,
Inc. 1997 Employee Stock Option Plan (the "Plan") which would increase
the number of shares of common stock which may be issued on exercise of
stock options granted under the Plan. The number of votes cast for and
against the approval of the Plan, as well as the number of abstentions
and broker non-votes with respect to the approval of the Plan were as
follows:
<Table>
For 2,738,186 Against/Withheld 607,316 Abstain 16,796 Broker Non-votes 1,814,202
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
None.
(b) Reports on Form 8-K.
The Company filed a Form 8-K on October 17, 2001 regarding the
press release announcing its financial results for the first
quarter of fiscal 2002.
16
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
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.
TANDY BRANDS ACCESSORIES, INC.
(Registrant)
/s/ J.S.B. Jenkins
----------------------------------------------------
J.S.B. Jenkins
President and Chief Executive Officer
/s/ Stanley T. Ninemire
----------------------------------------------------
Stanley T. Ninemire
Senior Vice President, Chief Financial Officer
and Treasurer
Date: November 13, 2001
17
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
================================================================================
EXHIBIT INDEX
<Table>
<Caption>
Incorporated by Reference
(If applicable)
-------------------------------------------------------
Exhibit Number and Description Form Date File No. Exhibit
- ------------------------------ --------- --------- --------- ---------
(4) Instruments defining the rights
of security holders, including
indentures
4.1 Certificate of Designations,
Powers, Preferences and
Rights of Series A Junior
Participating Cumulative
Preferred Stock of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.1
4.2 Form of Common Stock
Certificate of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.2
4.3 Form of Preferred Share
Purchase Rights Certificate
Of Tandy Brands
Accessories, Inc. S-1 11/02/90 33-37588 4.3
4.4 Rights Agreement dated
November 7, 1990,
Between Tandy Brands
Accessories, Inc.
And First National
Bank of Boston S-1 11/02/90 33-37588 10.5
(10) Material Contracts
*10.37 Limited Consent and Waiver
dated November 5, 2001
between Tandy Brands
Accessories, Inc. and Wells
Fargo HSBC Trade Bank, N.A.
as agent under the Agreement. N/A N/A N/A N/A
</Table>
* Filed herewith.
18