UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996.
OR
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER: 0-20850
HAGGAR CORP.
(Exact name of the registrant as specified in the charter)
NEVADA 75-2187001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
(Address of principal executive offices)
TELEPHONE NUMBER (214) 352-8481
(Registrant's telephone number including area code)
Indicate by a 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 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 13, 1997, there were 8,551,382 shares of the Registrant's Common
Stock outstanding.
HAGGAR CORP. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations
(Three months ended December 31, 1996 and 1995) 3
Consolidated Balance Sheets
(As of December 31, 1996 and September 30, 1996) 4
Consolidated Statements of Cash Flows
(Three months ended December 31, 1996 and 1995) 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Part II. Other Information.
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 12
Exhibit
2
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
December 31,
-----------------------
1996 1995
-------- --------
Net sales $104,157 $ 98,418
Cost of goods sold 73,419 71,334
-------- --------
Gross profit 30,738 27,084
Selling, general and administrative expenses (27,797) (25,489)
Royalty income, net 403 637
-------- --------
Operating income 3,344 2,232
Other income (expense), net (72) 151
Interest expense (977) (769)
-------- --------
Income from operations before provision
for income taxes 2,295 1,614
Provision for income taxes 912 610
-------- --------
Net income $ 1,383 $ 1,004
-------- --------
-------- --------
Net income per common share and
common share equivalent $ 0.16 $ 0.12
-------- --------
-------- --------
Weighted average number of common shares
and common share equivalents outstanding 8,556 8,564
-------- --------
-------- --------
The accompanying notes are an integral part of these consolidated financial
statements.
3
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
December 31, September 30,
1996 1996
------------ -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 14,427 $ 2,944
Accounts receivable, net 46,466 74,556
Inventories 111,633 116,356
Deferred tax benefit 14,777 12,410
Insurance receivable - 100
Other current assets 3,362 3,546
-------- --------
Total current assets 190,665 209,912
Property, plant, and equipment, net 65,456 65,760
Other assets 2,494 2,662
-------- --------
$258,615 $278,334
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,692 $ 23,596
Accrued liabilities 34,822 34,524
Accrued wages and other employee compensation 2,486 3,447
Accrued workers' compensation expense 5,746 5,895
Accrued health insurance expense 3,370 2,541
Federal income taxes payable 3,542 1,189
Short-term borrowings 3,081 2,067
Current portion of long-term debt 463 481
-------- --------
Total current liabilities 66,202 73,740
Long-term debt 28,976 42,112
-------- --------
Total liabilities 95,178 115,852
STOCKHOLDERS' EQUITY
Common stock - par value $0.10 per share; 25,000,000
shares authorized and 8,560,636 shares issued at
December 31, 1996 and September 30, 1996. 856 856
Additional paid-in capital 41,641 41,641
Retained earnings 120,941 119,986
-------- --------
163,438 162,483
Less - Treasury stock, 9,254 shares at par value (1) (1)
-------- --------
Total stockholders' equity 163,437 162,482
-------- --------
$258,615 $278,334
-------- --------
-------- --------
The accompanying notes are an integral part of these consolidated financial
statements.
4
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
Three Months Ended
December 31,
-----------------------
1996 1995
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 1,383 1,004
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,675 918
(Gain) loss on disposal of property, plant, and equipment (19) 2
Net loss on sale of marketable securities - 53
Changes in assets and liabilities-
Accounts receivable, net 28,090 24,077
Inventories 4,723 (13,438)
Insurance receivable 100 19,990
Current deferred tax benefit (2,367) 1,939
Federal income taxes receivable - (1,099)
Other current assets 184 2,062
Accounts payable (10,904) (14,447)
Accrued liabilities and federal income taxes payable 3,480 1,604
Accrued wages and other employee compensation (961) (1,202)
Accrued workers' compensation expense (149) (736)
--------- ---------
Net cash provided by operating activities 26,235 20,727
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant, and equipment, net (2,416) (4,594)
Proceeds from sale of property, plant, and equipment, net 64 -
Proceeds from the sale of marketable securities - 532
Decrease in other assets 168 842
--------- ---------
Net cash used in investing activities (2,184) (3,220)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term borrowings 1,014 61
Proceeds from issuance of long-term debt 26,000 116,000
Payments on long-term debt (39,154) (128,151)
Payments of cash dividends (428) (428)
--------- ---------
Net cash used in financing activities (12,568) (12,518)
Increase in cash and cash equivalents 11,483 4,989
Cash and cash equivalents, beginning of period 2,944 2,230
--------- ---------
Cash and cash equivalents, end of period $ 14,427 $ 7,219
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information
Cash paid for:
Interest $ 1,246 $ 1,780
Income taxes $ 54 $ 103
The accompanying notes are an integral part of
these consolidated financial statements.
5
HAGGAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS.
The consolidated balance sheet as of December 31, 1996, and the consolidated
statements of operations and cash flows for the three months ended December 31,
1996 and 1995, have been prepared by Haggar Corp. (the "Company") without
audit. In the opinion of management, all necessary adjustments (which include
only normal recurring adjustments) to present fairly the consolidated financial
position, results of operations, and cash flows of the Company at December 31,
1996, and for all other periods presented, have been made. Certain information
and footnote disclosures normally included in the financial statements prepared
in accordance with generally accepted accounting principles have been omitted.
These financial statements should be read in conjunction with the financial
statements and accompanying footnotes in the Company's Annual Report on Form
10-K for the year ended September 30, 1996.
CONCENTRATIONS OF CREDIT RISK.
Financial instruments which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial Accounting Standards ("SFAS")
No. 105, "Disclosure of Information about Financial Instruments with Off-
Balance Sheet Risk and Financial Instruments with Concentrations of Credit
Risk," consist primarily of trade accounts receivable. The Company's customers
are not concentrated in any specific geographic region but are concentrated in
the apparel industry. One customer accounted for 28.9% and 29.4% of the
Company's net sales for the three months ended December 31, 1996 and 1995,
respectively. The Company performs ongoing credit evaluations of its
customers' financial condition and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers,
historical trends, and other information.
INVENTORIES.
Inventories are stated at the lower of cost (first-in, first-out) or market and
consisted of the following at December 31, 1996, and September 30, 1996 (in
thousands):
December 31, September 30,
1996 1996
---------- -------------
Piece goods $ 20,625 $ 23,335
Trimmings & supplies 5,534 5,991
Work-in-process 12,992 13,248
Finished garments 72,482 73,782
---------- ----------
$ 111,633 $ 116,356
---------- ----------
---------- ----------
Work-in-process and finished garments inventories consisted of materials, labor
and manufacturing overhead.
FINANCIAL INSTRUMENTS.
The Financial Accounting Standards Board ("FASB") has issued SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," which
addresses the accounting and reporting requirements for both investments in
equity securities that have readily determinable fair values and for all
investments
6
in debt securities. As of December 31, 1996, the Company had no investments
in preferred stocks and equity securities.
Realized gains and losses on investments in preferred stocks are determined on
a specific identification basis. For the three months ended December 31, 1996,
there were no realized gains or losses recognized. For the three months ended
December 31, 1995, realized losses of $53,000 were recorded. The realized
losses for the three months ended December 31, 1995, are included in "Other
income, net" stated in the accompanying Consolidated Statements of Operations.
As of December 31, 1995, the Company had gross unrealized long-term losses of
$495,000. The Company had established a valuation allowance to reduce
stockholders' equity as of December 31, 1995, by $304,000, net of a $191,000
deferred income tax benefit.
For the three months ended December 31, 1996 and 1995, the Company earned
dividend and interest income of $31,000 and $111,000, respectively.
LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1996, and September
30, 1996 (in thousands):
December 31, September 30,
1996 1996
----------- ------------
Borrowings under revolving
credit line $ - $ 13,000
Industrial Development Revenue
Bonds with interest at a rate equal
to that of high-quality, short-term,
tax-exempt obligations, as defined
(4.25% at December 31, 1996),
payable in annual installments of
$100 and a final payment of
$2,000 in 2005, secured by
certain buildings and equipment 2,800 2,900
Allstate notes 25,000 25,000
Other 1,639 1,693
----------- ------------
29,439 42,593
Less - Current portion 463 481
----------- ------------
$ 28,976 $ 42,112
----------- ------------
----------- ------------
As of December 31, 1996, the Company had a revolving credit line agreement (the
"Agreement") with certain banks subject to certain borrowing base limitations.
The Company had additional available borrowing capacity of approximately
$88,000,000 under this Agreement at December 31, 1996. The Company incurred
approximately $43,000 in commitment fees related to the available borrowing
capacity during the quarter ended December 31, 1996. The interest rates for
the quarter ended December 31, 1996, ranged from 6.03% to 8.25%, and the
weighted average interest rate for the quarter was 8.09%. The facility will
mature December 31, 1998, with a one year renewal at the option of the banks
and is unsecured, except that the Company is prohibited from pledging its
accounts receivables and inventories during the term of the Agreement. The
Agreement contains limitations on incurring additional indebtedness and
requires the maintenance of certain financial ratios. In addition, the
Agreement requires the Company and Haggar Clothing Co., the Company's main
operating subsidiary, to maintain tangible net worth in excess of $149,000,000
and $55,000,000, respectively, as of December 31, 1996. For fiscal years after
1996, the Agreement requires the Company to maintain a tangible net worth in
excess of the tangible net worth of the preceding fiscal year plus 50% of the
Company's consolidated net income. The
7
Agreement prohibits the payment of any dividend if either a default exists or
the fixed charge ratio, as defined, is less than 1.10 to 1.00 after giving
effect to such dividend.
In the first quarter of fiscal 1995, the Company completed the sale and
issuance of $25,000,000 in senior notes (the "Allstate notes"). Proceeds from
the notes have been used to partially fund the construction of the Company's
new Customer Service Center (the "CSC"). Significant terms of the senior notes
include a maturity date of ten years from the date of issuance, interest
payable semi-annually and annual principal payments beginning in the fourth
year. The interest rate on the senior notes is fixed at 8.49%. The terms and
conditions of the note purchase agreement governing the senior notes include
restriction on the sale of assets, limitations on additional indebtedness and
the maintenance of certain net worth requirements.
NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Net income per common share and common share equivalent is calculated by
dividing net income applicable to common stock by the weighted average shares
of common stock and common stock equivalents outstanding. Common share
equivalents represent the effect, if any, of the assumed purchase of common
shares, using the treasury stock method, pursuant to common stock options
issued under the Company's long-term incentive plan.
SUBSEQUENT EVENTS
Subsequent to December 31, 1996, the Company declared a cash dividend of $0.05
per share payable to the stockholders of record on February 3, 1997. The
dividend of approximately $428,000 will be paid on February 17, 1997.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the attached
consolidated financial statements and the notes thereto, and with the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
RESULTS OF OPERATIONS
The Company's first quarter fiscal 1997 net income to common stockholders of
$1.4 million compares to a net income of $1.0 million in the first quarter
fiscal 1996. The increase in net income is primarily due to an increase in net
sales and higher gross margins, as partially offset by an increase in selling,
general and administrative expenses.
Net sales for the first quarter of fiscal 1997, ended December 31, 1996,
increased 5.8% to $104.2 million from $98.4 million for the first quarter of
fiscal 1996. The increase in net sales for the first quarter of fiscal 1997 is
the net result of a 7.4% increase in unit sales and a 1.5% decrease in the
average sales price. Net sales for the first quarter of fiscal 1996 were
adversely affected by soft sales at retail and competitive pressures resulting
from a changing retail environment, the effects of which improved slightly in
the first quarter of fiscal 1997.
Gross profit as a percentage of net sales increased to 29.5% in the first
quarter of fiscal 1997 compared to 27.5% in the first quarter of the prior
fiscal year. This increase in gross profit is primarily the result of an
improved manufacturing mix, which slightly reduced cost per unit.
Selling, general and administrative expenses as a percentage of net sales
increased to 26.7% in the first quarter of fiscal 1997 compared to 25.9% in the
first quarter of fiscal 1996. The increase in selling, general and
administrative expenses as a percent of net sales is primarily the result of an
increase in depreciation expense of approximately $1.1 million related to the
CSC along with an approximate $1.5 million increase in expenses related to the
opening and operations of new retail stores during the first quarter of fiscal
1997. At the end of the first quarter of fiscal 1997, 34 retail stores were
open and operational, as compared to 15 retail stores at the end of the same
period one year ago.
Income tax expense for the first quarter of fiscal 1997 increased primarily as
a result of the higher level of net income. As a percent of taxable income,
income tax expense was 39.7%, compared to 37.8% for the first quarter of fiscal
1996. The effective tax rate for the first quarter of fiscal 1997 differs from
the statutory rate because of certain permanent tax differences. The permanent
tax differences include income from tax-free investments, equity securities
which qualify for the 70% dividend exclusion and credits for foreign taxes
paid.
LIQUIDITY AND CAPITAL RESOURCES
The Company's trade accounts receivable potentially expose the Company to
concentrations of credit risks as most of its customers are in the retail
apparel industry. The Company performs ongoing credit evaluations of its
customers' financial condition and establishes an allowance for doubtful
accounts based upon the factors related to the credit risk of specific
customers, historical trends and other information. The Company's trade
accounts receivable decreased approximately $28.1 million to $46.5 million at
December 31, 1996 from $74.6 million at September 30, 1996. This decrease in
trade accounts receivable is the result of decreased sales volume in the first
quarter of fiscal 1997 and seasonal reductions.
Inventories as of December 31, 1996, decreased to $111.6 million from $116.4
million at September 30, 1996. The continued decrease in inventory levels
during fiscal 1996 and the first quarter of fiscal 1997 reflects the Company's
ongoing efforts to decrease inventory to a level commensurate with projected
sales.
9
The Company's ongoing external financing needs are met through an unsecured
revolving credit facility with certain banks. The Agreement provides the
Company with a $100.0 million line of credit. The amount available under the
Agreement is limited to the lesser of $100.0 million minus any letter of credit
exposure or the borrowing base as defined in the Agreement. As of December 31,
1996, the Company had no borrowings outstanding under the Agreement and had
available borrowing capacity of approximately $88.0 million.
In the first quarter of fiscal 1995, the Company completed the sale and
issuance of $25.0 million in senior notes. Significant terms of the senior
notes include a maturity date of ten years from the date of issuance, interest
payable semi-annually and annual principal payments beginning in the fourth
year. The interest rate on the senior notes is fixed at 8.49%. The terms and
conditions of the note purchase agreement governing the senior notes include
restrictions on the sale of assets, limitations on additional indebtedness, and
the maintenance of certain net worth requirements.
The Company's Haggar UK subsidiary maintains a $3.3 million line of credit with
a bank in the United Kingdom to fund its operating activities. As of December
31, 1996, the subsidiary had approximately $3.1 million outstanding under this
line of credit. The line of credit has been partially collateralized by an
approximate $1.7 million letter of credit from the Company and is payable upon
demand. Interest under the line of credit is payable at 1% above the bank's
base rate.
Subsequent to September 30, 1996, the Company reached an agreement in principle
with its joint venturer, Coats Viyella Plc, to dissolve and wind-up the joint
venture of the two firms in the United Kingdom. The Company intends to
continue to market Haggar-Registered Trademark- apparel in the United Kingdom,
including Northern Ireland, and the Republic of Ireland.
The Company provided cash from operating activities for the three months ended
December 31, 1996, of $26.2 million, primarily as a result of the reduction in
inventory of $4.7 million, as well as the reduction in accounts receivable of
$28.1 million. Additionally, the Company used cash in investing activities of
$2.2 million during the first three months of fiscal 1997, the result of
purchases of property, plant, and equipment of $2.4 million primarily in
conjunction with the opening of retail stores and purchase of visual fixtures
during the first quarter of fiscal 1997. The Company had 34 retail stores open
at the end of the first quarter of fiscal 1997, compared to 15 at the end of
first quarter of fiscal 1996. Furthermore, cash flows used in financing
activities of $12.6 million for the three months ended December 31, 1996, were
primarily the result of a net reduction in long-term debt of $13.2 million.
Comparatively, the Company provided cash from operating activities of $20.7
million for the three months ended December 31, 1995, primarily due to the
decrease in accounts receivable of $24.1 million and an insurance receivable of
$20.0 million offset by an increase in inventories of $13.4 million and a
decrease in accounts payable of $14.4 million. During the first quarter of
fiscal 1996, the Company used cash in investing activities of $3.2 million
primarily resulting from the purchase of $4.6 million in property, plant, and
equipment as the construction of the CSC was nearing completion. Additionally,
cash flows used in financing activities of $12.5 million were due to a net
decrease in long-term debt of $12.2 million during the first quarter of fiscal
1996.
The Company believes that the cash flow generated from operations and the funds
available under the foregoing credit facilities will be adequate to meet its
working capital and related financing needs for the foreseeable future.
NEW ACCOUNTING STANDARDS.
In October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation." As a result of this statement, the
Company will begin to provide additional disclosures related to its stock based
compensation plans in its 1997 financial statements. Adoption of SFAS No. 123
will not have a material effect on the Company's financial position or results
of operations.
10
The Company adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-lived Assets," in 1995 which did not have a material
effect on the Company's financial position or results of operations.
MANAGEMENT INFORMATION SYSTEM.
The Company is planning to modify its current management information systems
with a software system that will be used to manage, among other things,
customer service, order allocation, billing to customers and calculations of
commissions for the Company's sales associates. The Company expects this
system to improve operational efficiencies and facilitate future growth. The
new management information software is presently being tested and
implementation is currently scheduled for the second quarter of fiscal year
1997. However, implementation could be postponed to facilitate further
testing, if required. Although the Company has tested and will continue to
test the system prior to implementation, testing alone cannot provide assurance
that the system will perform in all aspects as anticipated in an operational
environment. The Company's operations could be disrupted if the transition to
the system is not completed smoothly or if the system does not perform as
expected.
FORWARD LOOKING STATEMENTS.
This report contains certain forward-looking statements. In addition, from
time to time the Company may issue press releases and other written
communications, and representatives of the Company may make oral statements,
which contain forward-looking information. Except for historical information,
matters discussed in such oral and written communications are forward-looking
statements that involve risks and uncertainties which could cause actual
results to differ materially from those in such forward-looking statements.
Risks and uncertainties inherent to the Company's line of business include such
factors as natural disasters, general economic conditions, the performance of
the retail sector in general and the apparel industry in particular, the
competitive environment, consumer acceptance of new products, and the success
of advertising, marketing and promotional campaigns. Additional risks and
uncertainties which could cause the Company's actual results to differ from
those contained in any forward-looking statements are discussed elsewhere
herein.
11
PART II. OTHER INFORMATION.
ITEM 5. OTHER INFORMATION.
Ralph A. Beattie resigned as of December 31, 1996, as a director and as
Executive Vice President and Chief Financial Officer of the Company. The
Company has not named a successor.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Pages
11 Statement Regarding Computation of Net Income per Common Share. 13
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
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.
Haggar Corp.,
Date: February 13, 1997 By: /s/ Jerry D. Lee
----------------- ---------------------------
Jerry D. Lee
Vice President
Corporate Controller
Signed on behalf of the
registrant and as principal
financial officer.
12