UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999.
( )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 333-24189
GFSI, INC.
----------
(Exact name of registrant specified in its charter)
Delaware 74-2810748
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9700 Commerce Parkway
Lenexa, Kansas 66219
(Address of principal executive offices)
Registrant's telephone number, including area code (913) 888-0445
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.
(1) Yes (X) No ( )
(2) 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:
Common stock, $0.01 par value per share - 1 share issued and outstanding as of
February 1, 2000.
1
GFSI, INC. AND SUBSIDIARY
Quarterly Report on Form 10-Q
For the Quarter Ended December 31, 1999
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
PART II - OTHER INFORMATION 11
SIGNATURE PAGE 12
2
GFSI, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
July 2, December 31,
1999 1999
------ ------------
Assets
Current assets:
Cash & cash equivalents $ 10,264 $ 3,110
Accounts receivable, net 28,381 35,780
Inventories, net 36,323 37,538
Prepaid expenses and other current assets 561 907
Deferred income taxes 1,790 1,790
--------- ---------
Total current assets 77,319 79,125
Property, plant and equipment, net 20,245 19,933
Other assets:
Deferred financing costs, net 7,348 6,770
Other 5 5
--------- ---------
Total assets $ 104,917 $ 105,833
========= =========
Liabilities and stockholder's equity
(deficiency)
Current liabilities:
Accounts payable $ 8,289 $ 7,135
Accrued interest expense 4,484 4,437
Accrued expenses 7,948 7,627
Income taxes payable 413 3,538
Current portion of long-term debt 6,550 6,919
--------- ---------
Total current liabilities 27,684 29,656
Deferred income taxes 1,183 1,183
Revolving credit agreement -- --
Other long-term obligations 737 566
Long-term debt, less current portion 174,328 167,631
Stockholder's equity (deficiency):
Common stock, $.01 par value, 10,000 shares
authorized, one share issued and outstanding
at July 2, 1999 and December 31, 1999 -- --
Additional paid-in capital 54,527 54,527
Accumulated deficiency (153,542) (147,730)
--------- ---------
Total stockholder's deficiency (99,015) (93,203)
--------- ---------
Total liabilities and stockholder's equity
(deficiency) $ 104,917 $ 105,833
========= =========
NOTE: The consolidated balance sheet at July 2, 1999 has been derived from the
audited financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to consolidated financial statements.
3
GFSI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands)
Quarter Ended Six Months Ended
-------------------------------- -------------------------------
January 1, December 31, January 1, December 31,
1999 1999 1999 1999
---------- ------------ ---------- -----------
Net sales $ 55,377 $ 51,506 $ 115,422 $ 106,345
Cost of sales 31,900 30,834 67,727 64,446
--------- --------- --------- ---------
Gross profit 23,477 20,672 47,695 41,899
Operating expenses:
Selling 5,684 5,267 12,106 11,691
General and administrative 7,344 5,769 14,534 11,947
--------- --------- --------- ---------
13,028 11,036 26,640 23,638
--------- --------- --------- ---------
Operating income 10,449 9,636 21,055 18,261
Other income (expense):
Interest expense (4,668) (4,401) (9,581) (8,857)
Other, net 25 34 60 130
--------- --------- --------- ---------
(4,643) (4,367) (9,521) (8,727)
--------- --------- --------- ---------
Income before income taxes 5,806 5,269 11,534 9,534
Provision for income taxes 2,324 2,048 4,624 3,722
--------- --------- --------- ---------
Net income $ 3,482 $ 3,221 $ 6,910 $ 5,812
========= ========= ========= =========
See notes to consolidated financial statements.
4
GFSI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Six Months Ended
---------------------------
January 1, December 31,
1999 1999
---------- -----------
Cash flows from operating activities:
Net income $ 6,910 $ 5,812
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,516 1,605
Amortization of deferred financing costs 576 578
(Gain) loss on sale or disposal of property,
plant and equipment 71 (16)
Deferred income taxes (112) --
Changes in operating assets and liabilities:
Accounts receivable, net (7,553) (7,399)
Inventories, net 8,379 (1,214)
Prepaid expenses, other current assets and
other assets 194 (346)
Income taxes payable 2,377 3,125
Accounts payable, accrued expenses and other
long-term obligations (854) (1,694)
-------- --------
Net cash provided by operating activities 11,504 451
-------- --------
Cash flows from investing activities
Proceeds from sales of property, plant
and equipment 183 43
Purchases of property, plant and equipment (1,077) (1,154)
-------- --------
Net cash used in investing activities (894) (1,111)
-------- --------
Cash flows from financing activities:
Net changes to short-term borrowings and
revolving credit agreement (4,600) --
Payments on long-term debt and capital
lease obligations (2,227) (6,494)
-------- --------
Net cash used in financing activities (6,827) (6,494)
-------- --------
Net increase (decrease) in cash and cash equivalents 3,783 (7,154)
Cash and cash equivalents at beginning of period 1,346 10,264
-------- --------
Cash and cash equivalents at end of period $ 5,129 $ 3,110
======== ========
Supplemental cash flow information:
Interest paid $ 9,076 $ 8,199
======== ========
Income taxes paid $ 2,346 $ 597
======== ========
Non-cash financing activities:
Equipment purchased under capital lease -- $ 166
========
See notes to consolidated financial statements.
5
GFSI, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
December 31, 1999
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements of GFSI, Inc.
(the "Company") include the accounts of the Company and the accounts of its
wholly owned subsidiary, Event 1, Inc. ("Event 1"). All intercompany balances
and transactions have been eliminated. The unaudited 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 promulgated by the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statement reporting purposes. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the financial position and operations of the Company have
been included. Operating results for the interim periods are not necessarily
indicative of the results that may be expected for the entire fiscal year. For
further information, refer to the financial statements and footnotes thereto for
the year ended July 2, 1999 included in the Company's Annual Report on Form
10-K.
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.
2. Reclassifications
-----------------
Certain reclassifications have been made to the fiscal year 1999 statement
of income amounts to conform to the fiscal year 2000 presentation.
3. Commitments and Contingencies
-----------------------------
The Company, in the normal course of business, may be threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters, however, management is of the opinion
that there are no known claims or known contingent claims that are likely to
have a material adverse effect on the results of operations, financial
condition, or cash flows of the Company.
4. New Accounting Standard
-----------------------
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities" was issued in June 1998. This
statement establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all quarters of fiscal years beginning after June 15, 2000. The
Company is in the process of determining what impact the adoption of SFAS No.
133 will have on its financial position and results of operations.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The discussions set forth in this Form 10-Q should be read in conjunction
with the financial information included herein and the Company's Annual Report
on Form 10-K for the year ended July 2, 1999. Management's discussion and
analysis of financial condition and results of operations and other sections of
this report contain forward-looking statements relating to future results of the
Company. Such forward-looking statements are identified by use of
forward-looking words such as "anticipates", "believes", "plans", "estimates",
"expects", and "intends" or words or phrases of similar expression. These
forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
developments affecting the Company's products and to those discussed in the
Company's filings with the Securities and Exchange Commission. Accordingly,
actual results could differ materially from those contemplated by the
forward-looking statements.
The following sets forth the amount and percentage of net sales for each of
the periods indicated (dollars in thousands):
Quarter Ended Six Months Ended
------------------------------------ -------------------------------------
January 1, 1999 December 31, 1999 January 1, 1999 December 31, 1999
--------------- ----------------- --------------- ------------------
Resort $ 15,276 27.6% $ 15,174 29.5% $ 32,532 28.2% $ 32,031 30.1%
Corporate 21,946 39.6% 18,269 35.5% 41,203 35.7% 33,259 31.3%
College Bookstore 9,917 17.9% 9,927 19.2% 28,110 24.4% 27,359 25.7%
Sports Specialty 3,559 6.4% 3,112 6.0% 6,829 5.9% 6,335 6.0%
Event 1 3,355 6.1% 2,983 5.8% 3,533 3.1% 3,815 3.6%
Other 1,324 2.4% 2,041 4.0% 3,215 2.7% 3,546 3.3%
-------- -------- --------- ---------
Total $ 55,377 $ 51,506 $ 115,422 $ 106,345
======== ======== ========= =========
Results of Operations
The following table sets forth certain historical financial information of
the Company, expressed as a percentage of net sales, for the quarters and six
month periods ended January 1, 1999 and December 31, 1999.
Quarter Ended Six Months Ended
------------------------- --------------------------
January 1, December 31, January 1, December 31,
1999 1999 1999 1999
------ ------------ --------- ------------
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 42.4 40.1 41.3 39.4
EBITDA 20.2 20.3 19.6 18.7
Operating income 18.9 18.7 18.2 17.2
7
EBITDA represents operating income plus depreciation and amortization.
While EBITDA should not be construed as a substitute for operating income or a
better indicator of liquidity than cash flow from operating activities, which
are determined in accordance with generally accepted accounting principles, it
is included herein to provide additional information with respect to the ability
of the Company to meet its future debt service, capital expenditure and working
capital requirements. In addition, the Company believes that certain investors
find EBITDA to be a useful tool for measuring the ability of the Company to
service its debt. EBITDA is not necessarily a measure of the Company's ability
to fund its cash needs. See the Consolidated Statements of Cash Flows of the
Company herein for further information.
Comparison of Operating Results for the Quarters and Six Month Periods Ended
December 31, 1999 and January 1, 1999.
Net Sales. Net sales for the second quarter of fiscal 2000, the three
months ended December 31, 1999, decreased 7.0% to $51.5 million from $55.4
million in the second quarter of fiscal 1999. Net sales for the first six months
of fiscal 2000 decreased 7.9% to $106.3 million from $115.4 million in the first
six months of fiscal 1999. The decrease in net sales primarily reflects
decreases in net sales for the six months ended December 31, 1999 at the
Company's Corporate, Sports Specialty and College Bookstore divisions of 19%, 7%
and 3% respectively. These declines were attributable to increased competition
and difficulties attributable to the installation of the Company's Enterprise
Resource Planning System. The Corporate division has also experienced a shift in
the buying patterns of its customers from outerwear to other products, and had
some vacancies in its sales representative force during the first half of fiscal
2000. These decreases in net sales were partially offset by an increase in net
sales in the Event 1 subsidiary of 8% for the six months ended December 31,
1999.
Gross Profit. Gross profit for the second quarter of fiscal 2000 decreased
11.9% to $20.7 million from $23.5 million in the second quarter of fiscal 1999.
Gross profit for the first six months of fiscal 2000 decreased 12.2% to $41.9
million from $47.7 million in the first six months of fiscal 1999. The decrease
in gross profit is primarily a result of the decline in net sales noted above
and increases in production costs as a percent of sales due to product mix
changes from higher priced seasonal outerwear to lower priced products. For the
second quarter of fiscal 2000, gross profit as a percentage of net sales
decreased to 40.1% compared to 42.4% in the second quarter of fiscal 1999. For
the first six months of fiscal 2000, gross profit as a percentage of net sales
decreased to 39.4% compared to 41.3% in the first six months of fiscal 1999.
Operating Expenses. Operating expenses for the second quarter of fiscal
2000 decreased 15.3% to $11.0 million from $13.0 million in the second quarter
of fiscal 1999. For the first six months, operating expenses decreased 11.3% to
$23.6 million from $26.6 million in the first six months of fiscal 1999. The
decrease in operating expenses is primarily related to costs incurred in the
first half of fiscal 1999 associated with the Company's Enterprise Resource
Planning System installation that was completed in the fourth quarter of 1999
and to management cost control efforts. Operating expenses as a percentage of
net sales decreased to 21.4% from 23.5% in the prior year second quarter. For
the first six months of fiscal 2000, operating expenses as a percentage of net
sales decreased to 22.2% from 23.1% in the prior year period.
EBITDA. EBITDA for the second quarter of fiscal 1999 decreased 6.7% to
$10.4 million from $11.2 million in the second quarter of fiscal 1999. For the
first six months, EBITDA decreased 12.0% to $19.9 million from $22.6 million in
the first six months of fiscal 1999. The decrease for both periods is primarily
a result of the decrease in net sales and related gross profit described above.
EBITDA as a percentage of net sales increased to 20.3% from 20.2% in the second
quarter of fiscal 1999. For the first six months of fiscal 2000, EBITDA as a
percentage of sales decreased to 18.7% from 19.6% in the first six months of
fiscal 1999.
Operating Income. Operating income for the second quarter of fiscal 2000
decreased 7.8% to $9.6
8
million from $10.5 million in the second quarter of fiscal 1999. For the first
six months, operating income decreased 13.3% to $18.3 million from $21.1 million
in the first six months of fiscal 1999. The decrease is attributable to the
decrease in net sales and related gross profit described above. Operating income
as a percentage of net sales decreased for the second quarter of fiscal 2000 to
18.7% from 18.9% in fiscal 1999, and to 17.2% for the first six months of fiscal
2000 from 18.2% in the first six months of fiscal 1999.
Other Income (Expense). Other expense for the second quarter of fiscal 2000
decreased to $4.4 million from $4.6 million in the second quarter of fiscal
1999. For the first six months of fiscal 2000 other expense decreased to $8.7
million from $9.5 million in the first six months of fiscal year 1999. The
decrease for the periods is primarily a result of decreased interest expense
associated with borrowings under the Company's $115 million Credit Agreement due
to declining balances on the Company's long-term debt.
Income Taxes. The effective income tax rates for the six month periods
ended December 31, 1999 and January 1, 1999 were 39.0% and 40.0%, respectively.
Net Income. Net income for the second quarter of fiscal 2000 was $3.2
million compared to $3.5 million in the second quarter of fiscal 1999. For the
first six months of fiscal 2000, net income was $5.8 million compared to $6.9
million in the first six months of fiscal 1999.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities for the first six months of fiscal
2000 was $451,000 compared to $11.5 million in the first six months of fiscal
1999. The change in cash provided by operating activities between the two
periods was primarily attributable to increased use of cash to fund changes in
inventory balances in the first six months of 2000 compared to the first six
months of 1999 and decreased income for the six months ended December 31, 1999
compared to the six months ended January 1, 1999.
Cash used by investing activities in the first six months of fiscal 2000
was $1.1 million compared to $894,000 in the first six months of 1999. The cash
used in both periods was related to acquisitions of property, plant and
equipment.
Cash used in financing activities for the first six months of fiscal 2000
was $6.5 million compared to $6.8 million in the first six months of fiscal
1999. In November 1999, the Company made a $3.3 million term debt prepayment due
to Excess Cash Flows, as defined in the Credit Agreement, in 1999. In the first
six months of fiscal 1999, the Company repaid $4.6 million of revolving loan
balances. The Company continues to review opportunities to prepay portions of
its outstanding debt utilizing available cash.
The Company believes that cash flow from operating activities and
borrowings under the Credit Agreement will be adequate to meet the Company's
short-term and long-term liquidity requirements prior to the maturity of its
credit facilities in 2007, although no assurance can be given in this regard.
Under the Credit Agreement, the Revolver provides $50 million of revolving
credit availability (of which approximately $18.0 million was utilized for
outstanding commercial and stand-by letters of credit at December 31, 1999).
GFSI Holdings, Inc. ("Holdings"), the sole stockholder of the Company, is
dependent upon the cash flows of the Company to provide funds to pay certain
ordinary course expenses incurred on behalf of the Company and to service the
indebtedness represented by the $50.0 million of 11.375% Series B Senior
Discount Notes due 2009 (the "Discount Notes"). The Discount Notes will accrete
at a rate of 11.375%, compounded semi-annually to an aggregate principal amount
of $108.5 million at September 15, 2004. Thereafter, the Discount Notes will
accrue interest at the rate of 11.375% per annum, payable semi-annually, in cash
on March 15 and September 15 of each year, commencing on March 15, 2005.
Holdings will be dependent on the Company to provide funds to service the
indebtedness. Additionally, the remaining cumulative non-cash preferred stock
issued by Holdings ("Holdings Preferred Stock") will accrue dividends totaling
approximately $425,000 annually. Holdings Preferred Stock may be redeemed at
stated value (approximately $3.6 million) plus accrued dividends with mandatory
redemption in 2009.
9
Derivative and Market Risk Disclosure
- -------------------------------------
The Company's market risk exposure is primarily due to possible
fluctuations in interest rates. Derivative financial instruments, including an
interest rate swap agreement are used by the Company to manage its exposure on
variable rate debt obligations. The Company enters into such agreements for
hedging purposes and not with a view toward speculating in the underlying
instruments. The Company uses a balanced mix of debt maturities along with both
fixed rate and variable rate debt to manage its exposure to interest rate
changes. The fixed rate portion of the Company's long-term debt does not bear
significant interest rate risk. The variable rate debt would be affected by
interest rate changes to the extent the debt is not matched with an interest
rate swap or cap agreement or to the extent, in the case of the revolving credit
agreement, that balances are outstanding. An immediate 10 percent change in
interest rates would not have a material effect on the Company's results of
operations over the next fiscal year, although there can be no assurances that
interest rates will not significantly change.
Year 2000 Compliance
- --------------------
The Company continues to assess the impact that the year 2000 will have on
its internal computer systems, facilities and production equipment, critical
business partners and business-critical third parties.
The Company has a program to identify, evaluate and implement changes to
all of its internal computer systems as necessary to address the Year 2000
issue. As part of the program, in fiscal year 1999, the Company upgraded and
implemented its Enterprise Resource Planning System ("ERP"), including Year 2000
functionality, designed to improve the overall efficiency of the Company's
operations and to enable management to more closely track the financial
performance of each of its sales and operating areas. It is not practical to
segregate the cost of the Year 2000 functionality from the cost of the upgrade
and implementation of the ERP.
All of the Company's production and operations departments have completed
their inventory, assessment and remediation efforts in regard to all
non-information technology systems which include hardware, software and
associated embedded computer technologies that are used to operate the Company
facilities and equipment.
The Company has identified, prioritized and is continuing to communicate
with all critical business partners, including all third-party suppliers of
goods and services, to ascertain the status of their Year 2000 compliance
programs. The Company intends to monitor the progress of these critical third
parties.
The Company does not anticipate that the Year 2000 issues related to
internally-controllable systems will significantly impact the overall business
operations or financial results of the Company. However, the Company could face
significant disruptions in business operations and financial losses if certain
business-critical, third parties, such as utility providers, telecommunication
systems, transportation service providers or certain government entities, do not
successfully continue their Year 2000 remediation plans. The Company is
currently in the process of identifying and developing contingency plans for the
most reasonable likely worst case scenarios. To date, the Company has not
experienced any significant disruptions due to Year 2000 issues.
Seasonality and Inflation
- -------------------------
The Company experiences seasonal fluctuations in its sales and
profitability, with generally higher sales and gross profit in the first and
second quarters of its fiscal year. The seasonality of sales and profitability
is primarily due to higher volume at the College Bookstore division during the
first two fiscal quarters. This pattern of sales affects working capital
requirements and liquidity, as the Company generally must finance higher levels
of inventory during these periods prior to fully receiving payment from these
customers. Sales and profitability at the Company's Resort, Corporate and Sports
Specialty divisions typically show no
10
significant seasonal variations. As the Company continues to expand into other
markets in its Resorts, Corporate and Sports Specialty divisions, seasonal
fluctuations in sales and profitability are expected to decline. Cash
requirements of Event 1 are anticipated to be seasonal, with increasing sales
and profitability in the third and fourth quarters of fiscal years.
The impact of inflation on the Company's operations has not been
significant to date. However, there can be no assurance that a high rate of
inflation in the future would not have an adverse effect on the Company's
operating results.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
There has been no change to matters discussed in Business-Legal Proceedings in
the Company's Form 10-K as filed with the Securities and Exchange Commission on
September 30, 1999.
Item 2. Changes in Securities
- ------- ----------------------
None
Item 3. Defaults Upon Senior Securities
- ------- --------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None
Item 5. Other Information
- ------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits. The following exhibits are included with this report:
Exhibit 27 - Financial Data Schedule (SEC Use Only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during
the reporting period.
11
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.
GFSI, INC.
February 11, 2000
/s/ ROBERT G. SHAW
---------------------------------------
Robert G. Shaw, Sr. Vice President of
Finance and Principal Accounting Officer
12