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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
For the Quarter Ended March 31, 2001 Commission File Number 1-5315
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SPRINGS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0252730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 North White Street
Fort Mill, South Carolina 29715
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(803) 547-1500
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 at least the past 90 days.
Yes [X] No [ ]
As of May 7, 2001, there were 10,795,010 shares of Class A Common Stock and
7,151,563 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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There are 22 pages in the sequentially numbered, manually signed original of
this report.
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TABLE OF CONTENTS TO FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM PAGE
- -----------------------------------------------------------------------------------
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 13
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 20
PART II - OTHER INFORMATION
6. EXHIBITS AND REPORTS ON FORM 8-K 21
SIGNATURES 22
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PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statements of Operations
(In thousands except per share amounts)
(Unaudited)
THIRTEEN WEEKS ENDED
---------------------------------
MARCH 31, APRIL 1,
2001 2000
--------- ---------
OPERATIONS
Net sales $ 570,380 $ 593,224
Cost and expenses:
Cost of goods sold 470,017 478,167
Selling, general and
administrative expenses 67,813 74,318
Provision for uncollectible
receivables 2,284 1,015
Expenses related to
recapitalization proposal 2,250 --
Interest expense 7,585 7,876
Other income, net (392) (82)
--------- ---------
Total 549,557 561,294
--------- ---------
Income before income taxes 20,823 31,930
Income tax provision 7,700 11,823
--------- ---------
Net income $ 13,123 $ 20,107
========= =========
Basic earnings per common
share $ 0.73 $ 1.12
========= =========
Diluted earnings per common
share $ 0.72 $ 1.10
========= =========
Cash dividends declared per common share:
Class A common shares $ 0.33 $ 0.33
========= =========
Class B common shares $ 0.30 $ 0.30
========= =========
Basic weighted-average
common shares outstanding 17,936 17,912
Dilutive effect of stock-
based compensation awards 279 294
--------- ---------
Diluted weighted-average common
shares outstanding 18,215 18,206
========= =========
RETAINED EARNINGS
Retained earnings at
beginning of period $ 722,515 $ 678,170
Net income 13,123 20,107
Cash dividends declared (5,707) (5,697)
--------- ---------
Retained earnings at
end of period $ 729,931 $ 692,580
========= =========
See Notes to Condensed Consolidated Financial Statements.
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SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
(In thousands except share data)
(Unaudited)
MARCH 31, DECEMBER 30,
2001 2000
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 8,432 $ 2,862
Accounts receivable, net 336,947 291,050
Inventories, net 499,680 508,067
Other 36,183 34,386
----------- -----------
Total current assets 881,242 836,365
----------- -----------
Property 1,501,060 1,477,941
Accumulated depreciation (880,388) (860,019)
----------- -----------
Property, net 620,672 617,922
----------- -----------
Goodwill and other assets, net 129,000 129,859
----------- -----------
Total assets $ 1,630,914 $ 1,584,146
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 53,250 $ 24,700
Current maturities of long-term debt 29,659 25,216
Accounts payable 103,020 106,728
Other accrued liabilities 112,567 114,363
----------- -----------
Total current liabilities 298,496 271,007
----------- -----------
Noncurrent liabilities:
Long-term debt 305,128 283,280
Accrued benefits and deferred compensation 168,292 176,113
Other 38,282 33,959
----------- -----------
Total noncurrent liabilities 511,702 493,352
----------- -----------
Shareholders' equity:
Class A common stock - $.25 par value
(10,880,326 and 10,867,988 shares issued
in fiscal 2001 and 2000, respectively) 2,720 2,717
Class B common stock - $.25 par value
(7,151,563 and 7,154,763 shares issued
and outstanding in fiscal 2001 and 2000,
respectively) 1,788 1,789
Additional paid-in capital 104,554 104,181
Retained earnings 729,931 722,515
Cost of Class A common stock in treasury
(89,852 and 91,216 shares in fiscal 2001
and 2000, respectively) (2,059) (2,085)
Accumulated other comprehensive loss (16,218) (9,330)
----------- -----------
Total shareholders' equity 820,716 819,787
----------- -----------
Total liabilities and shareholders' equity $ 1,630,914 $ 1,584,146
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
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SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
THIRTEEN WEEKS ENDED
-----------------------------------
MARCH 31, APRIL 1,
2001 2000
-------- --------
OPERATING ACTIVITIES:
Net income $ 13,123 $ 20,107
Adjustments to reconcile net income to net
cash used for operating activities:
Depreciation and amortization 28,014 25,895
Provision for uncollectible receivables 2,284 1,015
Losses (gains) on sales of property, net 120 (64)
Changes in operating assets and liabilities,
net of effects of business acquisitions:
Accounts receivable (48,181) (55,995)
Inventories 8,660 (8,038)
Accounts payable and
other accrued liabilities (4,008) (20,927)
Accrued restructuring costs (787) --
Other, net (7,152) (6,113)
-------- --------
Net cash used for operating activities (7,927) (44,120)
-------- --------
INVESTING ACTIVITIES:
Purchases of property (18,067) (26,660)
Business acquisitions (12,389) --
Principal collected on notes receivable 206 390
Net proceeds from sales of property 26 293
-------- --------
Net cash used for investing activities (30,224) (25,977)
-------- --------
FINANCING ACTIVITIES:
Proceeds from short-term borrowings, net 28,550 12,950
Proceeds from long-term debt 30,000 80,000
Repayments of long-term debt (3,708) (3,804)
Proceeds from exercise of stock options 289 --
Payment of cash dividends (11,410) (11,391)
-------- --------
Net cash provided by financing activities 43,721 77,755
-------- --------
Net increase in cash and cash equivalents 5,570 7,658
Cash and cash equivalents at beginning of period 2,862 4,210
-------- --------
Cash and cash equivalents at end of period $ 8,432 $ 11,868
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Noncash activities:
Change in fair value (loss) of
cash flow hedging instruments $(10,269) $ --
-------- --------
Income tax effect related to change in
fair value of cash flow hedging instruments $ 3,902 $ --
-------- --------
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies:
The accompanying unaudited, condensed, consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America ("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) necessary for a fair
presentation have been included. Operating results for the thirteen
weeks ended March 31, 2001, are not necessarily indicative of the
results that may be expected for the year ending December 29, 2001.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report on Form
10-K for the year ended December 30, 2000 (the "2000 Annual Report")
of Springs Industries, Inc. ("Springs" or the "Company").
Use of Estimates: Preparation of the Company's condensed consolidated
financial statements in accordance with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported a mounts of assets and liabilities, disclosures
relating to contingent assets and liabilities, and the reported
amounts of revenues and expenses. Actual results could differ from
those estimates and assumptions.
Reclassifications: Certain prior-year amounts have been reclassified
to conform with the fiscal 2001 presentation.
Segment Reporting: The Company's operations have been aggregated into
one reportable segment in accordance with Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
The Company evaluates its performance based on profit from operations,
which is defined as net sales less cost of goods sold, selling,
general, and administrative expenses, and the provision for
uncollectible receivables. Profit from operations and the
reconciliation to the Company's consolidated income before income
taxes for the thirteen weeks ended March 31, 2001 and April 1, 2000
were as follows: (in thousands)
Thirteen Weeks Ended
-----------------------
March 31, April 1,
2001 2000
-------- --------
Profit from operations $30,266 $39,724
Expenses related to recapitalization proposal 2,250 --
Interest expense 7,585 7,876
Other income, net (392) (82)
------- ------
Income before income taxes $20,823 $31,930
======= =======
Accounting Changes:
Effective December 31, 2000 (fiscal 2001), the Company adopted
Financial Accounting Standards Board Statement of Financial Accounting
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Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended by Statement No. 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activities (an
amendment of FASB Statement No. 133)." See Note 11, Derivative
Financial Instruments, for further discussion.
2. Accounts Receivable:
The Company performs ongoing credit evaluations of its customers'
financial conditions and, typically, requires no collateral from its
customers. The Company's reserve for doubtful accounts was $11.7
million at March 31, 2001, compared to $9.4 million at December 30,
2000. The increase in the reserve for doubtful accounts at March 31,
2001 reflects a year-to-date provision for doubtful accounts of $2.3
million. The Company's reserve for doubtful accounts was $8.4 million
at April 1, 2000, compared to $9.7 million at January 1, 2000. The
decrease in the reserve for doubtful accounts at April 1, 2000
reflects a year-to-date provision for doubtful accounts of $1.0
million and net write-offs of approximately $2.3 million for
previously reserved accounts.
3. Inventories:
Inventories are summarized as follows: (in thousands)
March 31, December 30,
2001 2000
--------- ------------
Standard cost (which approximates current cost):
Finished goods $ 320,727 $ 314,629
In process 204,466 213,855
Raw materials and supplies 65,711 64,241
--------- ---------
590,904 592,725
Less LIFO reserve (91,224) (84,658)
--------- ---------
Total $ 499,680 $ 508,067
========= =========
4. Acquisitions:
Effective January 2, 2001, the Company acquired certain assets of
Maybank Textile Corp. ("Maybank"), a manufacturer of rug yarn. Prior to
the acquisition, Maybank was a supplier to Springs, its largest
customer. The acquisition included all of the assets used by Maybank to
supply yarn to Springs. The purchase price was approximately $12.4
million. The acquisition was accounted for as a purchase in accordance
with Accounting Principles Board Opinion No. 16, "Business
Combinations" ("APB 16"), and the operating results for the acquired
business have been included in the Company's consolidated financial
statements since the January 2, 2001, acquisition date. The purchase
price was allocated to the assets acquired based on their estimated
fair value at the date of acquisition. The excess of the purchase price
over the fair value of the assets acquired, which totaled $2.0 million,
has been recorded as goodwill and is being amortized on a straight-line
basis over 20 years. Due to the supplier-customer relationship between
Maybank and Springs prior to the acquisition, pro-forma operating
results are not materially different than previously reported results.
On August 7, 2000, the Company acquired certain assets and operations
of a Mexican maquiladora (a business enterprise which provides
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preferential import and tax treatment for goods transferred between
Mexico and the United States), which fabricates window blinds, and a
related U.S. distribution operation. The purchase price was
approximately $5.7 million. The acquisition was accounted for as a
purchase in accordance with APB 16, and the operating results for the
acquired business have been included in the Company's consolidated
financial statements since the August 7, 2000, acquisition date. The
purchase price was allocated to the assets acquired based on their
estimated fair value at the date of acquisition. The excess of the
purchase price over the fair value of the assets acquired, which
totaled $3.9 million, has been recorded as goodwill and is being
amortized on a straight-line basis over 20 years. The pro-forma impact
on sales and operating profits for 2000 was not material.
5. Restructuring and Realignment Expenses:
In December 2000, the Company announced a restructuring plan to
eliminate certain production at its Katherine and Elliott bedding
plants in South Carolina, beginning in February 2001. The plan
eliminates some narrow loom weaving, which is not compatible with
newer fabrication equipment, at the Katherine plant and outdated yarn
spinning at the Katherine and Elliott plants.
The Company recorded a charge of $2.4 million, which included a $1.1
million accrual for severance costs arising from the elimination of an
estimated 326 manufacturing positions and a $1.3 million impairment
charge for disposal of machinery and equipment. Impairment was
determined by comparing the net book value against estimated sales
value less costs to sell. The restructuring plan is expected to be
completed by mid-2001.
Changes in the restructuring accruals since the adoption of the plan
are as follows: (in millions)
Severance Asset
Accrual Impairment
--------- ----------
Original accrual as of
December 6, 2000 $ 1.1 $ 1.3
Cash payments (0.2) --
Charged against assets -- (1.3)
----- -----
Accrual balance as of
March 31, 2001 $ 0.9 $ 0.0
===== =====
In the second quarter of 2000, the Company adopted a plan to phase out
production and close plants in Griffin and Jackson, Georgia, which
manufactured certain baby apparel products, and to phase out yarn
production for terry towels at its No. 2 plant in Griffin, Georgia
beginning in August 2000.
The Company recorded a charge of $2.9 million, which included a $2.4
million accrual for severance costs arising from the elimination of an
estimated 426 manufacturing positions, a $0.3 million impairment
charge for machinery and equipment to be sold, and a $0.2 million
accrual for estimated idle plant costs. These charges relate primarily
to the baby products facilities since costs related to the terry yarn
facility were not significant. The restructuring plan was completed
during the first quarter of 2001.
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Changes in the restructuring accruals since the adoption of the plan
are as follows: (in millions)
Idle
Severance Asset Plant
Accrual Impairment Costs
--------- ---------- -----
Original accrual as of
June 2, 2000 $ 2.4 $ 0.3 $ 0.2
Cash payments (2.4) -- (0.2)
Charged against assets -- (0.3) --
----- ----- -----
Accrual balance as of
March 31, 2001 $ 0.0 $ 0.0 $ 0.0
===== ===== =====
6. Goodwill:
The Company had net goodwill of $62.6 million and $61.0 million at
March 31, 2001, and December 30, 2000, respectively. These amounts are
net of accumulated amortization of $17.4 million at March 31, 2001,
and $16.7 million at December 30, 2000. See Note 4, Acquisitions, for
a description of the goodwill from the fiscal 2001 acquisition.
7. Accrued Benefits and Deferred Compensation:
The long-term portion of accrued benefits and deferred compensation
was comprised of the following: (in thousands)
March 31, December 30,
2001 2000
--------- ------------
Postretirement medical benefit obligation $ 54,347 $ 56,287
Deferred compensation 60,031 65,681
Other employee benefit obligations 53,914 54,145
--------- ---------
Total $ 168,292 $ 176,113
========= =========
The liabilities are long term in nature and will be paid over time in
accordance with the terms of the plans.
8. Financing Arrangements:
For the thirteen weeks ended March 31, 2001, the Company borrowed an
additional $65 million through its existing long-term revolving credit
agreement, $35 million of which has been classified as short-term
borrowings. The LIBOR-based weighted-average interest rate on this
agreement was 5.7 percent as of March 31, 2001.
The majority of the Company's existing financing arrangements will be
refinanced if the proposed recapitalization transaction (refer to Note
13, Subsequent Event), which is subject to shareholder and regulatory
approval, is completed.
9. Comprehensive Income:
Comprehensive income was $6.2 million and $20.2 million for the
thirteen weeks ended March 31, 2001, and April 1, 2000, respectively.
Net income at March 31, 2001, differed from comprehensive income due to
$(0.5) million of foreign currency translation adjustments and the
recognition of a cumulative, after-tax effect of a change in
accounting
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adjustment related to the adoption of SFAS 133 of $0.3 million at the
beginning of fiscal 2001. See Note 11, Derivative Financial
Instruments, for additional discussion of the adoption of SFAS 133.
During the quarter, the Company recorded the change in fair value
related to cash flow hedges to accumulated other comprehensive loss of
$(6.7) million. Net income at April 1, 2000 differed from
comprehensive income due to foreign currency translation adjustments.
10. Income Taxes:
The Company's provision for income taxes for fiscal 2001 is based on
an estimated 37 percent effective tax rate. This estimated effective
tax rate does not take into consideration the proposed
recapitalization transaction (refer to Note 13, Subsequent Event),
which is subject to shareholder and regulatory approval. If the
recapitalization transaction is completed, the effective tax rate for
the year will be higher than currently estimated due to the treatment
of certain merger-related expenses. The effective tax rate for 2000
was also 37 percent.
11. Derivative Financial Instruments:
Effective December 31, 2000 (fiscal 2001), the Company adopted SFAS
133, as amended by Statement No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities (an amendment of
SFAS 133)." This statement, as amended, requires the Company to
recognize all derivatives on the Consolidated Balance Sheets at fair
value, with changes in fair value recognized in earnings unless
specific criteria are met for derivatives in qualifying hedging
transactions. Changes in fair value of derivatives in qualifying cash
flow hedging transactions are reflected in accumulated other
comprehensive loss and reclassified into earnings at the time the
corresponding hedged transaction is recognized in earnings. The
Company uses derivative instruments to reduce exposure to interest
rate and commodity price risks.
Interest Rate Risk - Springs is exposed to interest rate volatility
with regard to existing issuances of variable rate debt. The Company
uses interest rate swaps to achieve a desired proportion of variable
versus fixed-rate debt, based on current and projected market
conditions, and to hedge the changes in future cash flows based on
interest rate fluctuations.
Commodity Price Risk - The Company is exposed to price fluctuations
related to anticipated purchases of certain raw materials, primarily
cotton fiber. Springs uses a combination of forward delivery contracts
and exchange-traded futures contracts, which the Company believes are
consistent with the size of its business and the expected volume of
its purchases, to reduce the Company's exposure to changes in future
cash flows due to cotton price volatility.
The Company is also exposed to price fluctuations related to
anticipated purchases of natural gas. Springs utilizes commodity swap
contracts to fix the price it pays for natural gas for a significant
portion of its expected utilization and thereby reduce the Company's
exposure to changes in future cash flows due to natural gas price
volatility.
The Company's derivatives consisted of cotton futures contracts, a
natural gas commodity swap contract and interest rate swap contracts
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which were designated in cash flow hedging relationships as of the SFAS
133 adoption date. As a result of this adoption, in the first quarter
of 2001 the Company recorded a natural gas commodity swap asset of $2.1
million, interest rate swap liabilities of $1.6 million, an immaterial
cotton futures liability, and the cumulative effect of a change in
accounting adjustment to other comprehensive income of $0.5 million
($0.3 million net of taxes). During the first quarter, the Company
reclassified $2.1 million of gain ($1.3 million net of taxes) on the
natural gas commodity swap contract from accumulated other
comprehensive loss into earnings. The Company recorded $5.0 million
($3.1 million net of taxes) in unrealized losses on the change in fair
value of cotton futures contracts and $3.7 million ($2.3 million net of
taxes) in unrealized losses on the change in fair value of interest
rate swap contracts in other comprehensive income during the first
quarter of 2001. This activity resulted in an unrealized after-tax loss
in accumulated other comprehensive loss of $6.4 million as of March 31,
2001, of which an estimated $2.7 million (net of tax) is expected to be
reclassified to earnings during the next twelve months. Ineffectiveness
from natural gas cash flow hedges is reflected in cost of goods sold in
the Consolidated Statement of Operations during the first quarter of
2001 and was not material.
At March 31, 2001, the Company's derivatives recognized in the
Consolidated Balance Sheet consisted of a $5.0 million cotton futures
liability recorded in other accrued liabilities, a $5.3 million
interest rate swap liability recorded in other noncurrent liabilities
and an immaterial natural gas commodity swap asset recorded in other
current assets. All derivatives recognized as of March 31, 2001, were
designated in cash flow hedging relationships. The Company is hedging
commodity price exposure on cotton through July 2002, and natural gas
through April 2001.
12. Contingencies:
As disclosed in its 2000 Annual Report, Springs is involved in certain
administrative proceedings governed by environmental laws and
regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. The potential
costs to the Company related to all of these environmental matters are
uncertain due to such factors as: the unknown magnitude of possible
pollution and cleanup costs; the complexity and evolving nature of
governmental laws and regulations and their interpretations; the
timing, varying costs and effectiveness of alternative cleanup
technologies; the determination of the Company's liability in
proportion to other potentially responsible parties; and the extent,
if any, to which such costs are recoverable from insurers or other
parties.
In connection with these proceedings, the Company estimates the range
of possible losses to be between $5.7 million and $14.4 million and
has accrued an undiscounted liability of approximately $7.8 million as
of March 31, 2001, which represents management's best estimate of
Springs' probable liability concerning all known environmental
matters.
Management believes the $7.8 million will be paid out over the next 15
years. This accrual has not been reduced by any potential insurance
recovery to which the Company may be entitled regarding environmental
matters. Environmental matters include a site listed on the United
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States Environmental Protection Agency's ("EPA") National Priority
List where Springs is the sole responsible party. Springs, the EPA and
the United States Department of Justice have executed a consent decree
related to this site. Soil cleanup was completed in 1993, subject to
final approval by the EPA, and the approved EPA groundwater remedy
began in 1996. There are no other known sites which the Company
presently believes may involve material expenditures.
During the second quarter of 2000, Springs received a state sales and
use tax assessment in the amount of $3.0 million. The Company accrued
a significant portion of that assessment in the second quarter of
2000. The assessment was settled with the state of Wisconsin during
the first quarter of 2001 and the Company was able to reverse
approximately $1.3 million of the previously accrued amount into
selling, general and administrative expenses in the Consolidated
Statement of Operations.
Springs is also involved in various legal proceedings and claims
incidental to its business. Springs is protecting its interests in all
such proceedings.
In the opinion of management, based on the advice of counsel, the
likelihood that the resolution of the above matters would have a
material adverse impact on either the financial condition or the
future results of operations of Springs is remote.
13. Subsequent Event:
On April 24, 2001, Springs' Board of Directors approved a definitive
recapitalization agreement with Heartland Springs Investment Company,
an affiliate of Heartland Industrial Partners, L.P. ("Heartland"), a
private equity firm. Upon completion of the recapitalization, which
would be accomplished through a merger between Springs and the
Heartland affiliate, each public shareholder of Springs would receive
$46.00 per share in cash and Springs would become privately held by the
Close family, whose ownership interest in Springs' common stock would
increase from approximately 41 percent to approximately 55 percent, and
Heartland, whose ownership interest in Springs' common stock would be
approximately 45 percent.
The recapitalization agreement will require the approval of two-thirds
of the outstanding Class A and Class B shares of Springs, with each
share casting one vote per share. In addition, the recapitalization
agreement will require the approval of a majority of votes cast by
shareholders whose shares are being converted into cash (with the Class
A and Class B shares voting together as a single class with each having
one vote per share). The completion of the proposed recapitalization is
subject to certain other conditions, including regulatory approvals,
the availability of funding and other customary closing conditions.
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Springs Industries, Inc. ("Springs" or "the Company") is engaged in
manufacturing, marketing, selling and distributing home furnishings products.
The Company's product line includes sheets, pillows, pillowcases, bedspreads,
comforters, mattress pads, baby bedding and infant apparel, towels, shower
curtains, bath and accent rugs, other bath fashion accessories,
over-the-counter home-sewing fabrics, drapery hardware, and hard and soft
decorative window fashions. The Company's emphasis on the home furnishings
market has developed into the following strategic initiatives: focus on key
accounts; brand investment and expansion; manufacturing and purchasing
efficiencies; supply chain management and global sourcing.
The Company continues to see the benefits of these strategic initiatives. The
focus on key accounts has resulted in increases in our top ten customer sales,
despite the slowdown in the retail economy and inventory adjustments by many
retailers. Springs' manufacturing and purchasing initiatives have helped to
mitigate the impact of higher raw material and energy costs and the effects of
production curtailments to adjust inventory levels.
On February 20, 2001, the Company was presented with a proposal from the Close
family, which owns approximately 41 percent of Springs' common stock, and
Heartland Industrial Partners, L.P. ("Heartland"), a private equity firm, to
take the Company private in a recapitalization transaction (the
"recapitalization transaction"). The Company's Board of Directors formed a
special committee of independent directors on February 22, 2001, to evaluate
the recapitalization transaction on behalf of the Company's shareholders. The
special committee recommended, and on April 24, 2001, the Board of Directors
approved, the recapitalization transaction. See the SUBSEQUENT EVENT section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations for additional discussion.
RESULTS OF OPERATIONS
Sales
Net sales for the first quarter of 2001 were $570.4 million, down 3.9 percent
from the first quarter of 2000. Sales to the Company's key mass merchant,
specialty store and home improvement accounts increased, with top ten customer
sales increasing approximately 3.7 percent over the first quarter of 2000. The
increase in sales to key customers was offset by lower volumes of sales to
department stores, smaller specialty stores and institutional customers, and
lower sales of hard window fashions products to distributors and fabricators,
resulting in the overall decrease in net sales. Net sales for the first quarter
of 2000 also included sales under the Disney license, which was not renewed
later in the year. Compared to the first quarter of 2000, sales of bedding
products were lower, while sales of bath products were higher, in the first
quarter of 2001.
Earnings
Net income for the first quarter of 2001 was $13.1 million, or $0.72 per
diluted share, compared to $20.1 million, or $1.10 per diluted share in the
first quarter of 2000. Net income for the first quarter of 2001 included a
pretax charge of $2.3 million for professional services associated with the
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evaluation by the Special Committee of the Board of Directors of the
recapitalization transaction. Excluding the impact of this unusual item, net
income would have been $14.5 million, or $0.80 per diluted share for the first
quarter of 2001.
Operating earnings for the first quarter of 2001 were lower than the first
quarter of 2000 due to the decrease in sales volume and a decrease in the
Company's gross margin for the first quarter, from 19.4 percent in 2000 to 17.6
percent in 2001. Several factors contributed to the lower gross margin in 2001.
The mix of sales in the first quarter of 2001 reflected a higher level of bath
products, which have comparatively lower margins. The sales in the first
quarter of 2001 also included higher levels of off-quality and closeout product
sales compared to the prior year. Raw material costs, due primarily to lower
cotton rebates in the current quarter, and energy costs, principally for
natural gas, were higher in the first quarter of 2001 than in the prior year.
Lower manufacturing volumes, due to efforts to reduce inventory levels,
resulted in greater levels of under-absorbed overhead when compared to the
first quarter of 2000.
Selling, general and administrative expenses were lower in the first quarter of
2001 primarily due to lower spending on advertising and the settlement of a
state sales and use tax assessment. Advertising expenses in the first quarter
of 2000 were higher than 2001 due to the promotion of the Springmaid(R) brand
rollout to the mass merchant channel. The Company was able to reverse
approximately $1.3 million of previously accrued amounts as a result of the
settlement of a Wisconsin state sales and used tax assessment. The increase in
the provision for uncollectible receivables in the first quarter of 2001
reflects the adverse effects on certain retail customers from the general
slowdown in the retail economy.
Income Taxes
The Company's provision for income taxes for fiscal 2001 is based on an
estimated 37 percent effective tax rate. This estimated effective tax rate does
not take into consideration the proposed recapitalization transaction, which is
subject to shareholder and regulatory approval. If the recapitalization
transaction is completed, the effective tax rate for the year will be higher
than currently estimated due to the treatment of certain merger-related
expenses. The effective tax rate for 2000 was also 37 percent.
OUTLOOK
The recent softness in the economy led retailers to adjust inventories during
the last half of 2000 and first quarter of 2001. Management presently believes
that projected improvements in the retail economy during the last half of the
year will result in a slight improvement in overall sales volume for the year,
compared to 2000. Management also expects that the Company's progress toward
purchasing and manufacturing efficiency initiatives, as well as overall cost
containment, will be somewhat offset by the effects of the previously mentioned
increases in raw material and energy costs, and should result in gross margins
that are consistent, or slightly better than, full-year 2000 gross margins.
Selling, general and administrative expense levels are expected to be consistent
with prior year levels, as a percentage of sales.
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RESTRUCTURING AND REALIGNMENT EXPENSES
In December 2000, the Company announced a restructuring plan to eliminate
certain production at its Katherine and Elliott bedding plants in South
Carolina, beginning in February 2001. The plan eliminates some narrow loom
weaving, which is not compatible with newer fabrication equipment, at the
Katherine plant and outdated yarn spinning at the Katherine and Elliott plants.
The Company recorded a charge of $2.4 million in fiscal 2000, which included a
$1.1 million accrual for severance costs arising from the elimination of an
estimated 326 manufacturing positions and a $1.3 million impairment charge for
disposal of machinery and equipment. Impairment was determined by comparing the
net book value against estimated sales value less costs to sell.
As a result of the plan, the Company expects that its annual operating costs
will be improved by approximately $3.5 million. Including one-time transition
costs and a partial-year benefit, operating costs in 2001 are expected to be
improved by approximately $1.7 million. The restructuring plan is expected to
be completed by mid-2001.
Changes in the restructuring accruals since the adoption of the plan are as
follows: (in millions)
Severance Asset
Accrual Impairment
--------- ----------
Original accrual as of
December 6, 2000 $ 1.1 $ 1.3
Cash payments (0.2) --
Charged against assets -- (1.3)
----- -----
Accrual balance as of
March 31, 2001 $ 0.9 $ 0.0
===== =====
In the second quarter of 2000, the Company adopted a plan to phase out
production and close plants in Griffin and Jackson, Georgia, which manufactured
certain baby apparel products, and to phase out yarn production for terry
towels at its No. 2 plant in Griffin, Georgia beginning in August 2000. The
Company has replaced the baby products production by outsourcing from low-cost
providers. The terry yarn production at the Griffin No. 2 plant has been
transferred to the Company's Griffin No. 5 and Hartwell, Georgia plants, where
recent investment in new manufacturing technology allows terry yarn to be
produced more competitively.
In connection with this plan, the Company recorded a charge of $2.9 million,
which included a $2.4 million accrual for severance costs arising from the
elimination of an estimated 426 manufacturing positions, a $0.3 million
impairment charge for machinery and equipment to be sold, and a $0.2 million
accrual for estimated idle plant costs. These charges relate primarily to the
baby products facilities since costs related to the terry yarn facility were
not significant. The restructuring plan was completed during the first quarter
of 2001.
The expected benefits of this plan include lower product costs and better
utilization of existing capacity in other facilities. As a result, the Company
realized savings from lower product costs of approximately $2.1 million during
the second half of 2000, and expects to realize approximately $3.8 million of
savings in fiscal 2001.
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Changes in the restructuring accruals since the adoption of the plan are as
follows: (in millions)
Idle
Severance Asset Plant
Accrual Impairment Costs
--------- ---------- ------
Original accrual as of
June 2, 2000 $ 2.4 $ 0.3 $ 0.2
Cash payments (2.4) -- (0.2)
Charged against assets -- (0.3) --
------ ------ ------
Accrual balance as of
March 31, 2001 $ 0.0 $ 0.0 $ 0.0
====== ====== ======
CAPITAL RESOURCES AND LIQUIDITY
For the thirteen weeks ended March 31, 2001, the Company borrowed an additional
$55 million reflecting increased borrowing under its revolving credit agreement,
net of scheduled long-term debt payments and repayments of uncommitted credit
facilities. The increased borrowings under the existing long-term revolving
credit agreement were $65 million. The Company expects $35 million of the
additional borrowings to be repaid within one year and has classified these
amounts as short-term borrowings. The remaining $30 million of additional
borrowings are classified as long-term debt. The LIBOR-based weighted-average
interest rate on this agreement was 5.7 percent as of March 31, 2001. This
increase in borrowings in the first quarter reflects a typical seasonal use of
cash. The Company expects capital expenditures for 2001 to approximate $110
million.
Springs expects that positive operating cash flows for the remaining quarters of
the year will be more than sufficient to provide for capital expenditures and
allow the Company to pay down the first quarter's increased borrowings under the
revolving credit agreement and make the scheduled repayments of long-term debt,
resulting in positive cash flows for the year.
The majority of the Company's existing financing arrangements will be
refinanced if the proposed recapitalization transaction, which is subject to
shareholder and regulatory approval, is completed. Refer to the SUBSEQUENT
EVENT section of Management's Discussion and Analysis of Financial Condition
and Results of Operations for additional discussion.
ACQUISITIONS
Effective January 2, 2001, the Company acquired certain assets of Maybank
Textile Corp. ("Maybank"), a manufacturer of rug yarn. Prior to the acquisition,
Maybank was a supplier to Springs, its largest customer. The acquisition
included all of the assets used by Maybank to supply yarn to Springs. The
purchase price was approximately $12.4 million. The acquisition was accounted
for as a purchase in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations" ("APB 16"), and the operating results for the acquired
business have been included in the Company's consolidated financial statements
since the January 2, 2001, acquisition date. The purchase price was allocated to
the assets acquired based on their estimated fair value at the date of
acquisition. The excess of the purchase price over the fair value of the assets
acquired, which totaled $2.0 million, has been recorded as goodwill and is being
amortized on a straight-line basis over 20 years. Due to the supplier-customer
relationship between Maybank and Springs
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prior to the acquisition, pro-forma operating results are not materially
different than previously reported results.
On August 7, 2000, the Company acquired certain assets and operations of a
Mexican maquiladora (a business enterprise which provides preferential import
and tax treatment for goods transferred between Mexico and the United States),
which fabricates window blinds, and a related U.S. distribution operation. The
purchase price was approximately $5.7 million. The acquisition was accounted
for as a purchase in accordance with APB 16, and the operating results of the
acquired business have been included in the Company's consolidated financial
statements since the August 7, 2000, acquisition date. The purchase price was
allocated to the assets acquired based on their estimated fair value at the
date of acquisition.
The excess of the purchase price over the fair value of the assets acquired,
which totaled $3.9 million, has been recorded as goodwill and is being
amortized on a straight-line basis over 20 years. The pro-forma impact on sales
and operating profits for 2000 was not material.
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS
Refer to the ACCOUNTING CHANGES section of Management's Discussion and Analysis
of Financial Condition and Results of Operations for a discussion of the impact
of Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") on market risk
sensitive instruments and positions.
Interest Rate Risk: Springs is exposed to interest rate volatility with regard
to existing issuances of variable rate debt. The Company uses interest rate
swaps to reduce interest rate volatility and funding costs associated with
certain debt issues, and to achieve a desired proportion of variable versus
fixed-rate debt, based on current and projected market conditions. The fair
value of the Company's interest rate swap contracts was a loss of $5.3 million,
which increased during the year, due to lower interest rates.
Commodity Price Risk: The Company is exposed to price fluctuations related to
anticipated purchases of certain raw materials, primarily cotton fiber. Springs
uses a combination of forward delivery contracts and exchange-traded futures
contracts, consistent with the size of its business, to reduce the Company's
exposure to price volatility. The fair value of cotton futures contracts held as
of March 31, 2001 was a loss of $5.0 million, which resulted from an increase in
the number of cotton futures contracts held and lower market prices.
The Company is also exposed to price fluctuations related to anticipated
purchases of natural gas. The Company utilizes commodity swap contracts to fix
the price it pays for natural gas for a significant portion of its expected
utilization and thereby reduce the Company's exposure to changes in future cash
flows due to natural gas price volatility. The fair value of the Company's
natural gas swap contract at March 31, 2001 was not material.
Foreign Exchange Risk: The Company is exposed to foreign exchange risks to the
extent of adverse fluctuations in certain exchange rates, primarily the
Canadian dollar and Mexican peso. The Company does not believe that reasonably
possible near-term changes in foreign currencies will result in a material
impact on future earnings or cash flows.
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ACCOUNTING CHANGES
Effective December 31, 2000 (fiscal 2001), the Company adopted SFAS 133, as
amended by Statement No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities (an amendment of SFAS 133)." This statement, as
amended, requires the Company to recognize all derivatives on the Consolidated
Balance Sheets at fair value, with changes in fair value recognized in earnings
unless specific criteria are met for derivatives in qualifying hedging
transactions. Changes in fair value of derivatives in qualifying cash flow
hedging transactions are reflected in accumulated other comprehensive loss and
reclassified into earnings at the time the corresponding hedged transaction is
recognized in earnings.
The Company's derivatives consisted of cotton futures contracts, a natural gas
commodity swap contract and interest rate swap contracts which were designated
in cash flow hedging relationships as of the SFAS 133 adoption date. As a result
of this adoption, in the first quarter of 2001 the Company recorded a natural
gas commodity swap asset of $2.1 million, interest rate swap liabilities of $1.6
million, an immaterial cotton futures liability, and the cumulative effect of a
change in accounting adjustment to other comprehensive income of $0.5 million
($0.3 million net of taxes).
SUBSEQUENT EVENT
On April 24, 2001, Springs' Board of Directors approved a definitive
recapitalization agreement with Heartland Springs Investment Company, an
affiliate of Heartland Industrial Partners, L.P., a private equity firm. Upon
completion of the recapitalization, which would be accomplished through a merger
between Springs and the Heartland affiliate, each public shareholder of Springs
would receive $46.00 per share in cash and Springs would become privately held
by the Close family, whose ownership interest in Springs' common stock would
increase from approximately 41 percent to approximately 55 percent, and
Heartland, whose ownership interest in Springs' common stock would be
approximately 45 percent.
The recapitalization agreement will require the approval of two-thirds of the
outstanding Class A and Class B shares of Springs, with each share casting one
vote per share. In addition, the recapitalization agreement will require the
approval of a majority of votes cast by shareholders whose shares are being
converted into cash (with the Class A and Class B shares voting together as a
single class with each having one vote per share). The completion of the
proposed recapitalization is subject to certain other conditions, including
regulatory approvals, the availability of funding and other customary closing
conditions.
FORWARD LOOKING INFORMATION
This Form 10-Q report contains forward-looking statements that are based on
management's expectations, estimates, projections, and assumptions. Words such
as "expects," "believes," "estimates," and variations of such words and similar
expressions are often used to identify such forward-looking statements which
include but are not limited to projections of sales, expenditures, savings,
completion dates, cash flows, and operating performance. Such forward-looking
statements are made pursuant to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are not guaranties
of future performance; instead, they relate to situations with respect to which
certain risks and uncertainties are difficult to predict. Actual future results
and trends, therefore, may
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differ materially from what is predicted in forward-looking statements due to a
variety of factors, including: the health of the retail economy in general,
competitive conditions and demand for the Company's products; progress toward
the Company's manufacturing and purchasing efficiency initiatives;
unanticipated natural disasters; legal proceedings; labor matters; and the
availability and price of raw materials which could be affected by weather,
disease, energy costs, or other factors. The Company assumes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is incorporated by reference from this
Form 10-Q under the caption "Market Risk Sensitive Instruments and Positions"
of Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations."
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PART II - OTHER INFORMATION
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
During the quarter ended March 31, 2001, the Company filed a Current Report on
Form 8-K dated February 20, 2001, announcing a proposal by members of the Close
family and Heartland Industrial Partners, L.P., to take Springs private
pursuant to a recapitalization transaction. No financial statements were filed
with the report. See the SUBSEQUENT EVENT section of Management's Discussion
and Analysis of Financial Condition and Results of Operations for additional
discussion.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, Springs
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINGS INDUSTRIES, INC.
By: /s/ Jeffrey A. Atkins
-------------------------------
Jeffrey A. Atkins
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATED: May 15, 2001
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