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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[x]                                            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

                                                          OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2001

 

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 1-457

 

BULOVA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York

   

11-1719409

(State or other jurisdiction of

   

(I.R.S. employer

incorporation or organization)

   

identification no.)

 

One Bulova Avenue, Woodside, New York 11377-7874

(Address of principal executive offices) (Zip code)

 

(718) 204-3300

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $5.00 per share

(Title of Class)

 
 

   Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

   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

   
 

_________

 

_________

 
         

   As of February 28, 2002, 4,599,857 shares of Common Stock of the Registrant were outstanding and the aggregate market value of voting stock held by non-affiliates was approximately $3,639,948.

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1


 

BULOVA CORPORATION

INDEX TO ANNUAL REPORT ON

FORM 10-K FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

 

For the Year Ended December 31, 2001

 

Item

 

Page

No.   

PART I

 No. 

     

  1

BUSINESS

3

     

  2

PROPERTIES

3

     

  3

LEGAL PROCEEDINGS

4

     

  4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

4

     
 

PART II

 
     

  5

MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED

 
 

   STOCKHOLDER MATTERS

4

     

  6

SELECTED FINANCIAL DATA

4

     

  7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

 
 

   CONDITION AND RESULTS OF OPERATIONS

5

     

  7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

 
 

   RISK

7

     

  8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

9

     

  9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

 
 

   ACCOUNTING AND FINANCIAL DISCLOSURE

23

     
 

PART III

 
     

10

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

23

     

11

EXECUTIVE COMPENSATION

24

     

12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

 
 

   MANAGEMENT

25

     

13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

26

     
 

PART IV

 
     

14

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON

 
 

   FORM 8-K

26

 

2


PART I


Item 1. Business.

   Bulova Corporation (together with its subsidiaries referred to herein as "Registrant" or the "Company," unless the context otherwise requires) is a New York corporation. Loews Corporation ("Loews") owns approximately 97% of Registrant's outstanding Common Stock. See Item 12 below of this Form 10-K.

 

   Registrant is engaged in the distribution and sale of watches, clocks and timepiece parts for consumer use. The principal watch brands are Bulova, Caravelle, Accutron and Wittnauer. In addition the Company sells watches and clocks with brand names from licensed third parties. The principal licensed brand is Harley Davidson. Clocks are primarily sold under the Bulova brand name. The Registrant's product breakdown includes luxury watch lines represented by Accutron and Wittnauer, a mid-ranged priced watch line represented by Bulova, and a lower-priced watch line represented by Caravelle.

 

   In September 2001, the Company through its subsidiaries, acquired Wittnauer trademarks, related inventory and receivables, including the Wittnauer trademark for timepieces. See Note 3 of the Notes to Consolidated Financial Statements.

 

   Bulova's principal markets are the United States, Canada and Mexico which accounted for 87%, 9% and 4%, respectively, of sales in 2001. In Europe and the Far East, Registrant has appointed licensees who market watches under Registrant's trademarks in return for a royalty. For additional information concerning Registrant's sales in foreign markets, see Note 7 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

 

   Registrant buys complete watches and clocks from foreign suppliers for substantially all of its products. Watch movements, cases and other components are also purchased from foreign suppliers. In the United States, most of Registrant's consumer products are sold through major department stores, jewelry store chains, and premium outlets through Registrant's commission sales force and independent sales representatives. In Canada and Mexico, Registrant, through marketing subsidiaries, sells directly to retailers. The customer base is comprised of large retailers, small local chains and local independent jewelry shops. In 2001, 2000 and 1999, one customer represented approximately 16%, 15% and 13%, respectively, of sales. No other customer represented more than 10% of the Company's sales.

 

   The business is intensely competitive. The principal methods of competition are price, styling, product availability, aftersale service, warranty and product performance. In all six categories, Registrant occupies a favorable position of long standing. There are approximately ten major competitors with well established names and positions in the principal markets in which Registrant competes. At least three of these have sales and assets substantially greater than the Registrant. In addition, there are an indeterminate number of minor competitors.

 

   It is characteristic of Registrant's business and of the watch industry generally that customer receivables from watch sales are carried for relatively long periods. Registrant grants its retailers seasonal credit terms, depending on the product and date of sale. In certain circumstances, Registrant also extends credit to its retailers on an interest-bearing basis.

 

   Any backlog of orders is not believed to be significant. The business is seasonal; with the greatest sales coming in the third and fourth quarters in anticipation of the holiday selling season.

 

   Registrant currently employs approximately 520 persons, approximately 190 of whom are union members, and has experienced satisfactory labor relations. The Company has comprehensive benefit plans for substantially all employees.

 

Item 2. Properties.

 

   The Company owns an 80,000 square foot plant in Woodside, New York used for executive and sales offices, watch distribution, service and warehouse purposes and also owns a 91,000 square foot plant in Brooklyn, New York, for clock service and warehouse purposes. In addition, the Company leases an approximately 31,000 square foot plant in Toronto, Canada, for watch and clock sales and service and leases approximately 5,400 square feet of office space in Mexico, Federal District.

 

 3

 
 

Item 3. Legal Proceedings.

 

  The Company and its subsidiaries are parties to litigation arising in the ordinary course of business. The outcome of this litigation will not, in the opinion of management, materially affect the Company's results of operations, equity or financial position.

 

Item 4. Submission of Matters to a Vote of Security Holders.

  None.

PART II


Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters.


MARKET PRICES


   The following table sets forth, for the periods indicated, the high and low bid prices for the Company's Common Stock in the over-the-counter market.

 

2001                 

2000                    

 
 

High 

Low 

High 

Low   


         

First Quarter

$16.00 

$13.13  

$21.00 

$17.50  

Second Quarter

17.00 

15.75  

17.50 

15.00  

Third Quarter

30.00 

16.75  

15.00 

13.50  

Fourth Quarter

25.00 

21.00  

13.75 

12.75  


DIVIDEND INFORMATION


   The Company paid no dividends for the years ended December 31, 2001 and 2000.

APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

   There were approximately 1,330 holders of record of common stock of the Company at February 28, 2002.

Item 6. Selected Financial Data.

Year Ended December 31

2001

2000

1999

1998

1997


(In thousands, except per share data)

         
           

Results of Operations:

         

  Net sales

$142,819

$149,806

$134,013

$129,157

$123,443

  Net income

10,456

15,436

14,620

10,920

10,016

  Net income per share

2.27

3.36

3.18

2.37

2.18

           

Financial Position:

         

  Total assets

194,000

187,785

178,793

164,452

155,550

  Shareholders' equity

131,151

121,532

106,749

91,831

81,943

  Dividends per share

None

None

None

None

None

  Shares of common stock outstanding

4,599

4,599

4,599

4,599

4,599

 4


 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS


2001 Compared with 2000

 

Net sales and income before income taxes decreased $6,987,000 and $9,193,000, or 4.7% and 34.1%, respectively, as compared to 2000. Income before taxes includes $5,495,000 in 2000, relating to the settlement of an arbitration proceeding with Benetton Group SpA ("Benetton").

 

The decrease in net sales is primarily attributable to the unit volume decrease of the Company's Bulova and Caravelle watch brands of 1.9% and 23.5%, respectively, as well as a decrease in clock unit volume of 11.8%. The unit volume decline for Bulova, Caravelle and clocks resulted in a combined decrease to net sales of $11,447,000 for the year ended December 31, 2001, partially offset by the addition of the Wittnauer watch brand representing $2,649,000 in 2001. The Company believes that the decline in the unit volume reflects the economic downturn and consumer reluctance to make discretionary expenditures.

 

The Company's overall gross margins are primarily affected by three major factors: sales mix, product pricing strategy and efficient procurement practices. Gross profit as a percentage of net sales was 52.4% for the year ended December 31, 2001, as compared to 51.2% for the prior year. This increase is attributable to a shift from lower gross margin to higher gross margin product.

 

Selling, general and administrative expenses as a percentage of net sales for 2001 was 42.2%, as compared to 40.1% for the prior year. The primary reason for the increase is the sales decline noted above as well as systems development costs and hardware related to the Company's replatforming of its computer systems.

 

Royalty income represents payments by licensees in Europe and the Far East. Royalty income, excluding the Benetton settlement recognized in 2000, decreased $124,000 in 2001, as compared to the prior year.

 

The Company's principal Far East license agreement expired on December 31, 2001 and the Company's principal European license agreement has been extended without a minimum royalty clause, to December 31, 2002. The Company has signed a new distribution agreement for Brazil and has entered into a new license agreement for the territory of Hong Kong, China, Taiwan and Macao. The Company is also in the process of negotiating distribution agreements for the Philippines, Central America, Korea and Singapore and is unable to predict the outcome of these negotiations.

 

Interest -- net declined by $1,002,000 for 2001 due primarily to lower interest rates.

 

2000 Compared with 1999


Net sales and income before income taxes increased $15,793,000 and $6,212,000, or 11.8% and 29.9%, respectively, as compared to 1999. Income before income taxes in 2000 includes $5,495,000 relating to the Benetton arbitration proceeding settlement.


The increase in net sales was primarily attributable to the unit volume increase of the Company's Bulova and Accutron watch brands of 23.5% and 19.6%, respectively, partially offset by the decrease in clock unit volume of 6.2%, as compared to 1999. The growth in unit volume resulted in a combined increase to net sales of $16,516,000, as compared to 1999, partially offset by a decrease of $1,512,000 in clock net sales.

 

Gross profit as a percentage of net sales for the year ended December 31, 2000 was 51.2%, as compared to 50.8% for the year ended December 31, 1999. This increase was a result of the growth of watch sales, favorable sales mix of watches and clocks as compared to the prior year and the Company's product pricing strategy, partially offset by the lower clock sales.

 

Royalty income represents payments by licensees in Europe and the Far East, as well as proceeds of an arbitration settlement. The increase in royalty income as compared to 1999 is attributable to the settlement of all the arbitration proceedings and litigation with Benetton, as a result of which the Company recognized approximately $5,495,000 of royalty income in April 2000. Royalty income, exclusive of the settlement, decreased approximately $1,030,000 as compared to 1999. This decrease was due to the bankruptcy of the Company's Latin American distributor.

 

Interest -- net increased $408,000 or 25.8%, as compared to 1999, due primarily to an increase in the effective rate of return on invested assets.

 5


 

Selling, general and administrative expenses as a percentage of net sales for the year ended December 31, 2000 was 40.1%, as compared to 38.8% for the year ended December 31, 1999. The increase was due to increased spending on brand support and commissions.

 

Foreign Currency


The Company imports most of its watch and clock products. In 2001, approximately 3% of the Company's purchases were denominated in Japanese yen. The remaining purchases were primarily denominated in U.S. dollars for product acquired from vendors located in Europe, Hong Kong and other Asian countries. The Hong Kong dollar is pegged to the U.S. dollar and has not been subject to the fluctuations that have affected other Asian currencies. In the event that the peg between the two currencies is removed, currency fluctuations could have a material impact on the cost of those imported products which ultimately could have a negative impact on the Company's gross profit, operating income and cash flow. Foreign currency fluctuations have not had a material impact on the results of operations for the years ended December 31, 2001, 2000 and 1999. Future foreign currency fluctuations, however, could impact gross profit, income and cash flow.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flow

 

The Company generated net cash from operations of $15,944,000 for the year ended December 31, 2001, as compared to net cash utilized of $15,930,000 for the same period in 2000. The increase in net cash flow is primarily the result of a decrease in inventory purchases and a higher collection of accounts receivables as compared to the prior year, offset by a change in the timing of accounts payable and accrued expenses.

 

During the third quarter of 2001, the Company purchased the Wittnauer trademarks for timepieces and related inventory and receivables for a purchase price of approximately $11,929,000. The purchase price was funded from the Company's existing working capital balances.

 

The Company expects that existing cash balances and cash flow from operations will be sufficient to fund anticipated working capital requirements.

 

Cash and cash equivalents amounted to $18,937,000 at December 31, 2001, as compared to $16,862,000 at December 31, 2000.

 

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK


The Company has exposure to economic losses due to interest rate risk arising from changes in the level or volatility of interest rates. The Company mitigates its exposure to interest rate risk by maintaining investments with short-term maturities. As such, the Company does not believe these financial instruments present a significant exposure to market risk.

 

ACCOUNTING STANDARDS

 

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 applies to the accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and the normal operation of long-lived assets, except for certain obligations of lessees. Adoption of this standard is required for fiscal years beginning after June 15, 2002. Adoption of this standard will not have a material impact on the Company's results of operations, equity or financial position.

 

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 essentially applies one accounting model for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. Adoption of this standard is required for fiscal years beginning after December 15, 2001. Adoption of this standard will not have a material impact on the Company's results of operations, equity or financial position.

 6


 

In 2002, the Company is required to implement the provisions of the FASB's Emerging Issues Task Force ("EITF") Issue No. 00-14, "Accounting for Certain Sales Incentives" and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer." EITF Issue No. 00-14 addresses the recognition, measurement, and income statement characterization of sales incentives, including rebates, coupons and free products or services, offered voluntarily by a vendor without charge to the customer that can be used in, or that are exercisable by a customer as a result of, a single exchange transaction. EITF Issue No. 00-25 addresses whether consideration from a vendor to a reseller of the vendor's products is (i) an adjustment of the selling prices of the vendor's products and, therefore, should be deducted from revenue when recognized in the vendor's income statement or (ii) a cost incurred by the vendor for assets or services received from the reseller and, therefore, should be included as a cost or an expense when recognized in the vendor's income statement. Adoption of this standard will not have a material impact on the Company's results of operations, equity or financial position.

 

FORWARD-LOOKING STATEMENTS


When included in this Report, the words "believes," "expects," "intends," "anticipates," "estimates" and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in financial markets, significant changes in consumer spending patterns, competition in the Company's product areas, changes in foreign currency valuations in relation to the U.S. dollar, changes in foreign, political, social and economic conditions and various other matters, many of which are beyond the Company's control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in t he Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

 

See Management's Discussion and Analysis of Financial Condition and Results of Operations for information regarding Quantitative and Qualitative Disclosures about Market Risk.


 

 

 

7


 

 

 INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders

of Bulova Corporation:

 

We have audited the accompanying consolidated balance sheets of Bulova Corporation and its subsidiaries (the "Corporation") as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the index at Item 14(a) 2. These financial statements and financial statement schedule are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bulova Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 
 
 
 
 
 

Deloitte & Touche LLP

New York, New York

February 14, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


 

 

Item 8. Financial Statements and Supplementary Data.

 

CONSOLIDATED BALANCE SHEETS


Assets:

   
     

December 31

2001   

2000 


(Amounts in thousands of dollars)

   
     

Current assets:

   
     

  Cash and cash equivalents (Note 1)

$            18,937

$             16,862

     

  Receivables, less allowance for doubtful accounts and cash discounts of

   

     $4,635 and $5,017 (Note 1)

77,008

70,686

     

  Inventories (Note 1)

48,914

56,072

     

  Prepaid expenses (Note 5)

2,607

2,969

     

  Prepaid federal income tax (Notes 1 and 4)

 

630

     

  Deferred income taxes (Notes 1 and 4)

11,809

10,712


Total current assets

159,275

157,931


Property, plant and equipment, at cost (Note 1):

   
     

  Land, buildings and improvements

19,782

19,127

     

  Machinery and equipment

3,973

3,108

     

  Furniture, fixtures and leasehold improvements

4,945

4,501


 

28,700

26,736

  Less accumulated depreciation and amortization

12,055

11,111


Property, plant and equipment-net

16,645

15,625


     

Other assets:

   
     

  Deferred income taxes (Notes 1 and 4)

12,904

14,057

     

  Trademarks (Note 3)

4,983

 
     

  Other assets

193

172


Total other assets

18,080

14,229


Total assets

$          194,000

$           187,785

=========================================================================================

See Notes to Consolidated Financial Statements.

9


 

 

 
 

CONSOLIDATED BALANCE SHEETS


Liabilities and Shareholders' Equity:

   

     

December 31

2001   

                  2000


(Amounts in thousands of dollars)

   
     

Current liabilities:

   

  Accounts payable

$              8,391 

$           8,158 

  Accrued expenses:

   

     Salaries, wages and commissions

2,903 

3,339 

     Pension (Note 5)

 

33 

     Postretirement benefits (Note 5)

1,064 

1,031 

     Advertising and promotions (Note 1)

3,788 

5,131 

     Warranty (Note 1)

998 

1,019 

     Federal income taxes (Notes 1 and 4)

1,140 

 

     Other

11,504 

12,462 


Total current liabilities

29,788 

31,173 


     
     

Other liabilities and credits:

   

  Postretirement benefits payable (Note 5)

31,041 

33,716 

  Pension benefits payable (Note 5)

2,020 

1,364 


Total other liabilities and credits

33,061 

35,080 


     
     

Commitments and contingent liabilities (Notes 2, 4, 5 and 8)

   
     
     
     

Shareholders' equity (Note 1):

   

  Common stock, $5 par value:

   

     Authorized: 7,500,000 shares

   

     Issued: 4,600,000 shares

22,999 

22,999 

  Additional paid-in capital

23,197 

23,197 

  Retained earnings

89,226 

78,770 

  Accumulated other comprehensive loss

(4,266)

(3,429)


 

131,156 

121,537 

  Less 1,000 shares of common stock held in treasury, at cost


Total shareholders' equity

131,151 

121,532 


Total liabilities and shareholders' equity

$          194,000 

$          187,785 

=========================================================================================

See Notes to Consolidated Financial Statements.

 10


 

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

Year Ended December 31 

2001 

2000 

1999 


(Amounts in thousands, except per share data)

     
       

Net sales

$           142,819 

$           149,806 

$          134,013 

Cost of sales

68,024 

73,060 

65,930 


Gross profit

74,795 

76,746 

68,083 

       

Selling, general and administrative expenses

60,265 

60,071 

51,939 


Operating income

14,530 

16,675 

16,144 

       

Royalty income (Note 8)

2,420 

8,039 

3,574 

Interest -- net

990 

1,992 

1,584 

Other income (expense)

(153)

274 

(534)


Income before income taxes

17,787 

26,980 

20,768 

       

Income taxes (Notes 1 and 4)

7,331 

11,544 

6,148 


Net income

$             10,456 

$             15,436 

$            14,620 

=========================================================================================

       

Net income per share (Note 1)

$                 2.27 

$                 3.36 

$                3.18 

=========================================================================================

 

See Notes to Consolidated Financial Statements.

 

11


 

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Accumulated

Additional

Other

Comprehensive

Common

Paid-in

Retained

Comprehensive

Treasury

Income

Stock

Capital

Earnings

(Loss) Income

Stock


(Amounts in thousands)

Balance, January 1, 1999

$      22,999 

$      23,197 

$       48,714

$             (3,074)

$               (5)

Comprehensive income:

    Net income

$             14,620 

14,620

______________

    Other comprehensive

       income, net of taxes:

        Exchange rate changes

          during the year (net of

          income tax benefit of $95)

(176)

(176)

        Pension liability adjustment,

          net (Note 5)

474 

474 

______________

    Other comprehensive income

298 

______________

Comprehensive income

$             14,918 

=============


Balance, December 31, 1999

22,999

23,197

63,334

(2,776)

(5)

Comprehensive income:

    Net income

$            15,436 

15,436

______________

    Other comprehensive

      loss, net of tax benefit:

       Exchange rate changes

          during the year (net of

          income tax benefit of $293)

(544)

(544)

       Pension liability adjustment,

          net (Note 5)

(109)

(109)

______________

    Other comprehensive loss

(653)

______________

Comprehensive income

$             14,783 

=============


Balance, December 31, 2000

22,999

23,197

78,770

(3,429)

(5)

Comprehensive income:

    Net income

$             10,456 

10,456

______________

    Other comprehensive

      loss, net of tax benefit:

       Exchange rate changes

          during the year (net of

          income tax benefit of $226)

(419)

(419)

       Pension liability adjustment,

          net (Note 5)

(418)

(418)

______________

    Other comprehensive loss

(837)

______________

Comprehensive income

$ 9,619

=============


Balance, December 31, 2001

$       22,999

$       23,197

$       89,226

$             (4,266)

$               (5)

=============================================================

See Notes to Consolidated Financial Statements.

 12


 



CONSOLIDATED STATEMENTS OF CASH FLOWS




Year Ended December 31

2001  

2000  

1999 


(Amounts in thousands)

     
       

Operating Activities:

     
       

Net income

$             10,456

$             15,436

$            14,620

Adjustments to reconcile net income to net cash

     

   provided by (used in) operating activities:

     

     Amortization of investments

 

(521)

     Depreciation and amortization

920 

855 

741 

     Gain on disposition of assets

 

(3)

 

     Provision for losses and cash discounts on accounts

     

        receivable

1,095 

2,804 

2,597 

     Deferred income taxes

56 

3,501 

(2,634)

Changes in operating assets and liabilities-net:

     

     Receivables

(3,977)

(10,119)

(9,755)

     Inventories

10,383 

(19,285)

2,150 

     Prepaid expenses

643 

(2,056)

589 

     Other assets

(21)

41 

     Accounts payable and accrued expenses

(2,525)

3,206 

2,859 

     Accrued federal and foreign income taxes

1,770 

(1,681)

2,108 

     Other-net

(2,856)

(8,599)

(4,189)


 

15,944 

(15,930)

8,606 


       

Investing Activities:

     
       

Acquisition of Wittnauer brand

(11,929)

   

Purchases of short-term investments

 

(9,444)

(24,579)

Proceeds from sales of short-term investments

 

21,500 

33,000 

Purchases of property, plant and equipment

(1,944)

(1,296)

(720)

Proceeds from disposal of property, plant and equipment

 

 

(13,869)

10,765 

7,701 


       

Net change in cash and cash equivalents

2,075 

(5,165)

16,307 

Cash and cash equivalents, beginning of year

16,862 

22,027 

5,720 


Cash and cash equivalents, end of year

$            18,937 

$           16,862 

$           22,027 

=========================================================================================

See Notes to Consolidated Financial Statements.

 13


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)




Note 1. Summary of Significant Accounting Policies -


(a) Business -- The Company is engaged in the distribution and sale of watches and clocks for consumer use. The principal watch brands are Bulova, Caravelle, Accutron and Wittnauer. Clocks are principally sold under the Bulova brand name. Bulova's principal markets are the United States and Canada. Royalties are received from licensees principally in Europe and the Far East. Loews Corporation ("Loews") owns approximately 97% of the Company's outstanding voting stock.

 

(b) Principles of Consolidation -- The consolidated financial statements include all subsidiaries, which are 100% owned, and all material intercompany accounts and transactions have been eliminated.


(c) Accounting Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.


(d) Cash and Cash Equivalents -- The Company classifies as cash equivalents all highly liquid investments with original maturities of three months or less. At December 31, 2001 and 2000, cash equivalents were comprised of investments in money-market accounts.


(e) Accounts Receivable and Concentration of Credit Risk -- Watches and clocks are sold to retail outlets throughout the United States, Canada and Mexico. The Company grants its retailers seasonal credit terms. For the years ended December 31, 2001 and 2000 accounts receivable were substantially comprised of balances due from retailers. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. One U.S. based customer accounted for approximately 16%, 15% and 13% of sales for the years ended December 31, 2001, 2000 and 1999, respectively. Although the Company's exposure to credit risk associated with non-payment by this customer is affected by conditions or occurrences within the retail industry, trade receivables from this customer were collected within terms; no other c