1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 1, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition period from ________ to ___________
Commission File No. 1-5315
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 29715
FORT MILL, SOUTH CAROLINA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(803) 547-1500
Securities registered pursuant to Section 12(b) of the Act
Name of each exchange
Title of each class on which registered
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Class A Common Stock; $.25 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act
None
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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 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 / /
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
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Aggregate market value of Springs Industries, Inc. Common Stock, excluding
treasury shares, held by nonaffiliates as of March 23, 1994, was $356,146,318.
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As of March 23, 1994, there were 9,735,510 shares of Class A Common Stock and
7,852,087 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
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Specified Portions of Annual Report to Security Holders for Fiscal Year Ended
January 1, 1994 (Parts I & II)
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Specified Portions of Proxy Statement to Security Holders dated March 2, 1994
(Parts III & IV)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
------------------------------------------------
FORM 10-K ANNUAL REPORT
-----------------------
SPRINGS INDUSTRIES, INC.
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* * * * * *
TABLE OF CONTENTS TO FORM 10-K
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PART I
------
ITEM PAGE
- ---- ----
1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II
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5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION . . . . . . . . . . . . . . . . . . . . 8
3
PART II
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ITEM PAGE
- ---- ----
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . 9
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . 9
PART III
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10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . 13
PART IV
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14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
INDEPENDENT AUDITORS' REPORT
REGARDING SUPPLEMENTAL FINANCIAL STATEMENT
SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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FORM 10-K ANNUAL REPORT
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SPRINGS INDUSTRIES, INC.
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PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS.
Springs Industries, Inc., a corporation organized under the laws of the
State of South Carolina, began its operations in 1888. Springs' principal
executive offices are located at 205 North White Street, Fort Mill, South
Carolina 29715 (telephone number: 803/547-1500). The Company's operations
are conducted by various divisions and legal subsidiaries, each of which
operates within either the home furnishings or specialty fabrics industry
segment.
The term "Springs" or "the Company" as used herein means Springs
Industries, Inc., and its subsidiaries unless clearly indicated otherwise.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information for the home furnishings and specialty fabrics
segments is incorporated by reference from the Springs Industries, Inc. 1993
Annual Report to Shareholders ("Annual Report") under the caption "Industry
Segment Information," page 12.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
HOME FURNISHINGS SEGMENT -- The home furnishings segment manufactures,
purchases for resale, and markets finished products, including sheets,
pillowcases,
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bedspreads, comforters, soft window coverings, shower curtains, bath rugs and
other bath products and juvenile novelties. These products are sold primarily
under the trademarks Springmaid(R), Wamsutta(R), Supercale(R), Andre Richard(R),
Pacific(R), Custom Designs(TM), Performance(TM), Wabasso(R) and Texmade(R) and
under private labels. The segment also manufactures, purchases for resale, and
markets decorative window products, including vertical and horizontal blinds,
window shades, and window covering hardware. These products are sold primarily
under the trademarks Graber(R), Bali(R), Fashion Pleat(R), and CrystalPleat(R)
and also under private labels. During 1992 the Company acquired the marketing
and distribution operations of C. S. Brooks Canada, Inc. and the Griffiths-Kerr
division of Finlayson Enterprises, Ltd., both located in Canada, in a
continuing effort to better serve Canadian home furnishings customers and to
expand the Company's presence in the Canadian market.
SPECIALTY FABRICS SEGMENT -- The specialty fabrics segment manufactures,
purchases for resale, and markets a broad range of finished fabrics for
apparel, upholstery, industrial and specialty end uses. Apparel and
upholstery fabrics are sold principally to apparel manufacturers, to decorative
home furnishings manufacturers and to the home sewing market primarily under
the trademarks Springmaid(R), Wamsutta(R), and Ultrasuede(R) and under private
labels. Industrial fabrics, which include (i) fiber glass industrial fabrics
principally for use in printed electronic circuit boards, advanced composites
and reinforced plastics applications, and as a substrate for coating and
laminating processes, and (ii) industrial fabrics for use in the printing and
electrical industries, are sold under the Clark-Schwebel(TM) trademark. Other
specialty fabrics, which include (i) fabrics for use in antiballistic vests
and helmets, sporting goods and various other end uses, and (ii) protective and
fire retardant fabrics for use in industrial and military apparel and for
mattress coverings, draperies and upholstery, are sold under the trademarks
Firegard(R), Synergy(R), and Ultima(TM).
On March 25, 1993, Springs' subsidiary, Clark-Schwebel, Inc.,
contributed its European fiber glass subsidiaries and $8.8 million in cash to
CS-Interglas A.G., of Ulm, Germany, in consideration of a minority interest in
CS-Interglas A.G. and a convertible debenture.
RESTRUCTURING -- In 1990, the Company announced a restructuring plan for
certain parts of its operations to consolidate manufacturing operations,
convert certain finished fabric facilities to home furnishings production, and
offer early retirement to qualifying employees. For further details of this
restructuring plan, see Note 3 to the Consolidated Financial Statements, which
can be found on Page 19 of the Annual Report.
RAW MATERIALS -- Raw materials used by the Company include cotton,
polyester, and other natural and manmade fibers, fiber glass and aramid yarns,
fabrics formed from natural and manmade yarns, and dyes and chemicals. Such
raw materials are readily available; and, with the exception of certain aramid
fibers and yarns (which are used by the specialty fabrics segment in some of
its products), the Company is not dependent on any one supplier as a source for
raw materials. Any shortage in the
6
cotton supply by reason of weather, disease or other factors, or significant
increases in the price of cotton or polyester, however, could adversely affect
the Company's operations.
TRADEMARKS -- The Company considers its trademarks to be of material
importance to its business. Protection for these marks is obtained, in part,
through United States and foreign trademark registrations.
The home furnishings segment uses certain licensed designs and
trademarks which may be considered to be of material importance to this
segment. These include a license agreement with Bill Blass, Ltd. and multiple
license agreements with The Walt Disney Company.
WORKING CAPITAL -- The Company's working capital requirements are funded by
its operating cash flow, commercial paper borrowings and short-term bank
borrowings. Trade receivables are, in the main, collectible in 60 days or
less.
CUSTOMERS -- In 1993, sales to Wal-Mart Stores, Inc. equaled 11% of
Springs' total sales; no other single customer accounted for ten percent or
more of Springs' total sales.
BACKLOG ORDERS -- The unfilled order position at January 1, 1994, amounted
to approximately $209 million. The unfilled order position at January 2, 1993,
was approximately $232 million. The Company's unfilled order position has
decreased in the past two years due primarily to (i) a planned shift in sales
to home furnishings from apparel fabrics (where home furnishings have
historically had shorter lead times for orders than apparel fabrics), and (ii)
an emphasis by the Company, as well as its competitors, to shorten the time
period necessary to fill orders for goods.
COMPETITIVE CONDITIONS -- The markets in which the principal products of
the Company are sold are highly competitive as to price, quality, customer
service and product design.
ENVIRONMENTAL EXPENDITURES -- The Company spent approximately $5.2 million
on environmental and related safety and health projects in 1993 and expects to
spend approximately $5.1 million in 1994.
ASSOCIATES -- Approximately 20,500 associates were employed by Springs and
its subsidiaries at the end of 1993.
7
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.
International sales of home furnishings and specialty fabric products are made
through Springs' divisions and its subsidiaries. International sales accounted
for approximately 7.3 percent of total sales in 1993.
ITEM 2. PROPERTIES
The Company owns its Executive Office Building and its Research and
Development Center in Fort Mill, South Carolina, and the twenty-one story
Springs Building at 104 West 40th Street, New York, New York. The Springs
Building contains sales headquarters for two of the Company's divisions and
other staff support offices. A majority of the Springs Building is leased to
other businesses.
The Springmaid Home Fashions Division, Performance Division and Wamsutta
Home Products Division lease offices in New York, New York at 787 7th Avenue
and 1285 Avenue of the Americas. Other divisions lease additional space in
other locations for administration and sales offices and distribution centers.
The Company also owns a customer service center located near Lancaster,
South Carolina. This facility houses customer service operations, computer and
data processing operations and accounting offices.
Springs has sixteen plants used in the manufacture of grey goods, six
dyeing, printing and finishing plants, nine fabricating plants, four plants
used in the manufacture of decorative window products and four fiber glass
fabric manufacturing plants. Of these plants, twenty-four are in South
Carolina, four in North Carolina, three in Georgia, two each in Alabama and
California, and one each in Pennsylvania, Tennessee, Wisconsin and Nevada.
The home furnishings segment uses twenty-five of these plants and the
specialty fabrics segment uses eight. In addition, the home furnishings and
specialty fabrics segments share six plants. Five of these plants are leased
either through industrial revenue bond financing or through other leases. In
addition, the Pennsylvania plant is subject to a mortgage. All other plants
are owned by Spring and are unencumbered.
All plants are well maintained and in good operating condition.
8
ITEM 3. LEGAL PROCEEDINGS
Information required by this Item is contained in Notes to Consolidated
Financial Statements, Note 10. - Other Matters, found on page 23 of the Annual
Report and incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None reportable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Class A Common Stock of Springs is traded on the New York Stock Exchange.
As of March 23, 1994, there were approximately 3,133 holders of record of
Class A Common Stock, and approximately 85 holders of Class B Common Stock.
No established trading market exists for Class B Common Stock. However, Class
B Common Stock may, at the election of the holder, be exchanged at any time for
Class A Common Stock.
Information required by this Item on the sales prices and dividends of the
Common Stock of Springs is incorporated by reference from page 25 of the Annual
Report under the caption "Quarterly Financial Data (Unaudited), Dividends and
Price Range of Common Stock."
ITEM 6. SELECTED FINANCIAL DATA
Information required by this Item is incorporated by reference from pages
26 and 27 of the Annual Report under the caption "Selected Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Management's discussion and analysis of financial condition and results of
operations required by this Item is incorporated by reference from pages 13 and
14 of
9
the Annual Report under the caption "Management's Discussion and Analysis
of Operations and Financial Condition."
In addition, in view of events that have occurred following the issuance of
the Annual Report, the Company announced on March 22, 1994, a plan to reduce
annual operating costs by at least $15 million, coupled with a general price
increase for its bedding products effective at midyear. The cost reduction
plan includes acceleration of expense-cutting programs already in progress;
deferral of certain capital projects with associated expense; reduction of
salaried jobs through consolidations, anticipated attrition and a hold on new
hiring; and efficiencies in administrative areas as a result of systems
improvements.
The cost-cutting plan was stepped up in response to the Company's lower
than expected earnings during the first two months of 1994. Home furnishings,
the larger of Springs' two business segments, experienced pressure on its sales
and margins. As a result, the Company presently expects to report first
quarter earnings in the range of $.30 - $.35 per share compared with last
year's $.51 per share (exclusive of a one-time accounting charge of $4.07 due
to the Company's adoption of Statements of Financial Accounting Standards No.
106 and No. 109).
The general price increase for the Company's bedding products was partly in
response to the expected future impact of markedly higher cotton prices.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements, including the report of independent certified public
accountants, and supplementary data required by this Item are incorporated by
reference from the Annual Report. See Item 14 for a list of financial
statements and the pages of the Annual Report from which they are incorporated.
Supplementary data is incorporated by reference from page 25 of the Annual
Report under the caption "Quarterly Financial Data (Unaudited), Dividends and
Price Range of Common Stock."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information about directors required by this Item is incorporated by
reference from the Company's Proxy Statement to Security Holders dated March 2,
1994, (the "Proxy Statement") under the captions "Directors, Nominees, and
Election of Directors and Beneficial Ownership of Common Stock" and
"Information Regarding the Board of Directors" on pages 2 through 6 of the
Proxy Statement. The information on Executive Officers is listed below.
Position and Business
Name Age Experience
- ---- --- ---------------------
Crandall C. Bowles 46 Executive Vice President - Springs and President
-Textile Manufacturing Group (March 1993 to
present). Executive Vice President - Growth and
Development (April 1992 to February 1993).
Director (1978 to present). President - The
Springs Company (1982 to April 1992).
C. Powers Dorsett 49 Vice President - General Counsel and Secretary
(February 1990 to present). Assistant General
Counsel, Flowers Industries, Inc. (August 1989
to January 1990). Vice President, General
Counsel and Secretary, West Point-Pepperell,
Inc. (1988-89).
Walter Y. Elisha 61 Chairman of the Board (October 1983 to present)
and Chief Executive Officer (1981 to present).
President (December 1989 to present). Director
(February 1980 to present).
Richard D. Foster 54 Vice President - Human Resources (May 1990 to
present); Manager - Human Resources, Major
Appliance Business Group, General Electric Co.
(June 1987 to May 1990).
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Stephen P. Kelbley 51 Executive Vice President - Springs (September
1991 to present). President - Specialty Fabrics
Group (March 1994 to present). Chief Financial
Officer (September 1991 to March 1994). Senior
Vice President - Finance and Chief Financial
Officer, Bausch & Lomb Incorporated (August 1984
to August 1991).
James C. McKelvey 49 Vice President - Controller (November 1993 to
present). Vice President - Controller,
Springmaid/Performance Home Fashions Division
(1987 to November 1993).
Robert W. Moser 55 Executive Vice President - Springs (July 1989 to
present). President - Specialty Fabrics Group
(March 1993 to March 1994). President - Finished
Fabrics Group (July 1989 to March 1993 ).
President - Windows Group (September 1991 to March
1993). Vice President - Finished Fabrics Group
(August 1987 to June 1989).
Thomas P. O'Connor 48 Executive Vice President - Springs (August 1992 to
present). President - Home Fashions Group
(February 1993 to present). Senior Vice President
- Springs (September 1991 to August 1992).
President - Bed and Bath Group (September 1991 to
February 1993). President - Springmaid Home
Fashions Division (1988 to August 1991).
Robert L. Thompson 57 Vice President - Public Affairs (September 1986 to
present).
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J. Spratt White 52 Senior Vice President - Growth and Development
(March 1993 to present). Senior Vice President -
Springs and President - Diversified Products Group
(February 1990 to March 1993). Senior Vice
President - Human Resources (June 1989 to May
1990.) Senior Vice President, General counsel and
Corporate Secretary (June 1985 to February 1990).
James F. Zahrn 43 Vice President - Finance and Treasurer (March 1994
to present). Vice President and Treasurer (May 1993
to March 1994). Treasurer (August 1986 to May 1993).
- ------------------------------------------
Crandall Close Bowles, an Executive Vice President and director of the Company,
and Leroy S. Close, a director of the Company, are sister and brother. There
are no other family relationships within the director and Executive Officer
group.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference from
the Proxy Statement under the captions "Executive Officer Compensation and
Related Information," "Management Compensation and Organization Committee
Report," "Employment Agreements" and "Performance Graph" on pages 7 through 15
of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this Item is incorporated by reference from
the Proxy Statement under the captions "Directors, Nominees and Election of
Directors and Beneficial Ownership of Common Stock" and "Information Regarding
the Board of Directors" on pages 2 through 6 of the Proxy Statement.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is incorporated by reference from
the Proxy Statement under the caption "Compensation Committee Interlocks and
Insider Participation" and "Transactions With Certain Persons" on pages 17 and
18 of the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 1. The following financial statements and independent
auditors' report are incorporated by reference from the Annual
Report as a part of this Report:
(i) Consolidated Balance Sheet (Annual Report page 16).
(ii) Consolidated Statement of Operations and Retained
Earnings (Annual Report page 15).
(iii) Consolidated Statement of Cash Flows (Annual Report
page 17).
(iv) Notes to Consolidated Financial Statements (Annual
Report pages 18 through 23).
(v) Independent Auditors' Report (Annual Report page 24).
2. The following financial statement schedules* and
independent auditors' report are filed as part of this Report:
(i) Schedule V - Property, Plant and Equipment for the
Fiscal Years Ended January 1, 1994, January 2, 1993,
and December 28, 1991. (1 page).
(ii) Schedule VI - Accumulated Depreciation of Property,
Plant and Equipment for the Fiscal Years Ended January
1, 1994, January 2, 1993, and December 28, 1991.
(1 page).
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(iii) Schedule IX - Short-Term Borrowings for the Fiscal
Years Ended January 1, 1994, January 2, 1993, and
December 28, 1991. (1 page).
(iv) Schedule X - Supplementary Income Information for the
Fiscal Years Ended January 1, 1994, January 2, 1993,
and December 28, 1991. (1 page).
(v) Independent Auditors' Report. (1 page).
*Schedules other than those included are omitted because, under applicable
rules, the omitted schedules are not required, are inapplicable or the
information required is included in the Financial Statements or in the Notes
thereto.
3. Exhibits required to be listed by Item 601 of Regulation
S-K are listed (and, where applicable, attached) in the Exhibit Index
attached hereto, which is incorporated herein by this reference.
(b) Reports on Form 8-K: No 8-K's were filed during the last
quarter of the period covered by this report.
(SIGNATURES ON NEXT PAGE)
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SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the 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: James F. Zahrn
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James F. Zahrn,
Vice President-Finance and
Treasurer
Date: March 30, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: John F. Akers By: Crandall C. Bowles
--------------------------- ----------------------------
John F. Akers, Director Crandall C. Bowles, Director
Date: March 30, 1994 Date: March 30,1994
By: John L. Clendenin By: Leroy S. Close
--------------------------- ----------------------------
John L. Clendenin, Director Leroy S. Close, Director
Date: March 30, 1994 Date: March 30,1994
By: Charles W. Coker By: Walter Y. Elisha
--------------------------- ----------------------------
Charles W. Coker, Director Walter Y. Elisha, Chairman,
Date: March 30, 1994 Chief Executive Officer,
President, and Director
(Principal Executive Officer)
Date: March 30,1994
16
By: Dan M. Krausse By: John H. McArthur
--------------------------- ----------------------------
Dan M. Krausse, Director John H. McArthur, Director
Date: March 30, 1994 Date: March 30, 1994
By: Aldo Papone By: Donald S. Perkins
--------------------------- ----------------------------
Aldo Papone, Director Donald S. Perkins, Director
Date: March 30, 1994 Date: March 30,1994
By: Robin B. Smith By: Sherwood H. Smith
--------------------------- ----------------------------
Robin B. Smith, Director Sherwood H. Smith, Director
Date: March 30, 1994 Date: March 30, 1994
By: Stewart Turley
---------------------------
Stewart Turley, Director
Date: March 30, 1994
By: James F. Zahrn By: James C. McKelvey
--------------------------- ----------------------------
James F. Zahrn James C. McKelvey,
Vice President-Finance Vice President and Controller
and Treasurer (Principal Accounting Officer)
(Principal Financial Officer)
Date: March 30, 1994 Date: March 30,1994
17
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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FINANCIAL STATEMENT SCHEDULES
* * * * * * * * * * * * * * * * * * * *
18
FINANCIAL STATEMENT SCHEDULES
SCHEDULE V
SPRINGS INDUSTRIES, INC.
------------------------
PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991
(In thousands)
==================================================================================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------------- ------------ ------------ ------------ ------------ ------------
BALANCE AT OTHER BALANCE AT
BEGINNING OF ADDITIONS CHANGES END OF
CLASSIFICATION FISCAL YEAR AT COST RETIREMENTS ADD (DEDUCT) FISCAL YEAR
==================================================================================================================================
Fiscal year ended January 1, 1994:
Land and improvements............. $ 16,546 $ 1,662 $ (106) $ (553) $ 17,549
Buildings......................... 205,190 15,186 (7,407) (7,740) 205,229
Machinery, equipment, leasehold
improvements, etc............... 883,201 78,840 (13,750) (31,015) 917,276
Construction in progress.......... 63,491 (7,399)(1) (139) (164) 55,789
---------- -------- --------- -------- ----------
Total........................... $1,168,428 $ 88,289 $ (21,402) $(39,472)(3) $1,195,843
========== ======== ========= ======== ===========
Fiscal year ended January 2, 1993:
Land and improvements............. $ 16,086 $ 519 $ (4) $ (55) $ 16,546
Buildings......................... 200,393 7,567 (1,726) (1,044) 205,190
Machinery, equipment, leasehold
improvements, etc............... 815,980 91,653 (26,024) 1,592 883,201
Construction in progress.......... 91,184 (19,039)(1) (298) (8,356) 63,491
---------- -------- --------- -------- -----------
Total........................... $1,123,643 $ 80,700 (2) $ (28,052) $ (7,863)(3) $ 1,168,428
========== ======== ========= ======== ===========
Fiscal year ended December 28, 1991:
Land and improvements............. $ 14,105 $ 2,339 $ (328) $ (30) $ 16,086
Buildings......................... 170,844 26,375 (3,111) 6,285 200,393
Machinery, equipment, leasehold
improvements, etc............... 833,352 86,520 (89,283) (14,609) 815,980
Construction in progress.......... 69,574 21,610 (1) - - 91,184
---------- -------- --------- -------- -----------
Total........................... $1,087,875 $136,844 (2) $ (92,722) $ (8,354) $ 1,123,643
========== ======== ========= ======== ===========
(1) Net change during the year.
(2) Property, plant, and equipment of acquired businesses was $355 in 1992 and $20,900 in 1991.
(3) Of this amount, ($740) in 1993 and ($4,082) in 1992 represents currency translation adjustment. In 1993, ($40,506) represents
the transfer of property of the Company's European subsidiaries to CS-Interglas A.G.
19
FINANCIAL STATEMENT SCHEDULES
SCHEDULE VI
SPRINGS INDUSTRIES, INC.
------------------------
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT (1)
FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991
(In thousands)
====================================================================================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------------- ------------ ------------ ------------ ------------ ------------
BALANCE AT OTHER BALANCE AT
BEGINNING OF DEPRECIATION CHANGES END OF
CLASSIFICATION FISCAL YEAR EXPENSE RETIREMENTS ADD (DEDUCT) FISCAL YEAR
====================================================================================================================================
Fiscal year ended January 1, 1994:
Land and improvements............. $ 5,668 $ 372 $ (9) $ (5) $ 6,026
Buildings......................... 83,341 6,949 (4,695) (4,939) 80,656
Machinery, equipment, leasehold
improvements, etc............... 520,114 70,765 (12,395) (19,228) 559,256
-------- -------- -------- -------- --------
Total......................... $609,123 $ 78,086 $(17,099) $(24,172)(2) $645,938
======== ======== ======== ======== ========
Fiscal year ended January 2, 1993:
Land and improvements............. $ 5,357 $ 358 $ (1) $ (46) $ 5,668
Buildings......................... 74,564 6,829 (434) 2,382 83,341
Machinery, equipment, leasehold
improvements, etc............... 471,594 70,557 (20,664) (1,373) 520,114
-------- -------- -------- -------- --------
Total......................... $551,515 $ 77,744 $(21,099) $ 963(2) $609,123
======== ======== ======== ======== ========
Fiscal year ended December 28, 1991:
Land and improvements............. $ 5,051 $ 326 $ (24) $ 4 $ 5,357
Buildings......................... 69,047 6,021 (796) 292 74,564
Machinery, equipment, leasehold
improvements, etc............... 489,580 68,805 (74,909) (11,882) 471,594
-------- -------- -------- -------- --------
Total......................... $563,678 $ 75,152 $(75,729) $(11,586) $551,515
======== ======== ======== ======== ========
(1) Depreciation is calculated using the straight-line method at annual rates ranging from 2.5% to 5.0% for buildings, 5.0% to
10.0% for land improvements, and 9.1% to 33.3% for machinery, equipment, leasehold improvements, etc.
(2) Of this amount, $525 in 1993 and $2,123 in 1992 represents currency translation adjustment. In 1993, ($23,576) represents the
transfer of accumulated depreciation of the Company's European subsidiaries to CS-Interglas A.G.
20
FINANCIAL STATEMENT SCHEDULES
SCHEDULE IX
SPRINGS INDUSTRIES, INC.
------------------------
SHORT-TERM BORROWINGS
FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991
(In thousands)
===================================================================================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------------- ------------ ------------ ------------ ---------- ------------
MAXIMUM AVERAGE WEIGHTED
CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE
AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
SHORT-TERM AT END OF INTEREST DURING THE DURING THE DURING THE
BORROWINGS PERIOD RATE PERIOD PERIOD(2) PERIOD(3)
===================================================================================================================================
Year ended January 1, 1994: PAYABLE TO BANK(1) $61,420,000 3.7% $135,500,000 $94,409,615 3.4%
Year ended January 2, 1993: PAYABLE TO BANK(1) $46,014,000 4.0% $119,000,000 $68,632,535 4.4%
Year ended December 28, 1991: PAYABLE TO BANK(1) $29,200,000 5.0% $121,000,000 $59,904,327 6.2%
(1) Represents line of credit borrowing arrangements.
(2) Computed by dividing the total of daily outstanding principal balances by 365.
(3) Computed by dividing actual interest expense by average short-term debt outstanding.
21
FINANCIAL STATEMENT SCHEDULES
SCHEDULE X
SPRINGS INDUSTRIES, INC.
------------------------
SUPPLEMENTARY INCOME INFORMATION
FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991
(In thousands)
==================================================================================================================================
COLUMN A COLUMN B
-------------- ------------
CHARGED TO COSTS AND EXPENSES
------------------------------------------------------
ITEM 1993 1992 1991
==================================================================================================================================
Maintenance and repairs............................ $68,084 $69,139 $66,960
===================================================================
Depreciation and amortization of intangible
assets, preoperating costs and similar
deferrals........................................ (1) (1) (1)
Taxes, other than payroll and income taxes......... (1) (1) (1)
Royalties.......................................... (1) (1) (1)
Advertising costs.................................. (1) (1) (1)
===================================================================
(1) Less than 1% of total sales.
22
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Board of Directors of
Springs Industries, Inc.
We have audited the consolidated financial statements of Springs Industries,
Inc. as of January 1, 1994 and January 2, 1993, and for each of the three
fiscal years in the period ended January 1, 1994, and have issued our report
thereon dated January 31, 1994. Such consolidated financial statements and
report are included in your 1993 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedules of Springs Industries, Inc., listed in Item 14.
These consolidated financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Charlotte, North Carolina
January 31, 1994
23
EXHIBIT INDEX
-------------
Item Page Number
---- -----------
(3) (a) Restated Articles of
Incorporation, restated June
1989, incorporated by
reference from Form 10-K,
filed March 26, 1990 (16 pages)
(b) By-Laws, amended as of April
30, 1990, incorporated
by reference from Form 10-Q,
filed May 14, 1990 (18 pages).
Amendment effective April 30,
1990, incorporated by reference
from Form 10-K, filed March 25,
1991 (1 page).
(10) Material Contracts - Executive Compensation
Plans and Arrangements
(a) Springs' Deferred Unit Stock
Plan, amended and restated
effective February 22, 1990,
incorporated by reference from
Form 10-K, filed March 26, 1990
(15 pages). Amendment effective
December 10, 1990, incorporated
by reference from Form 10-K, filed
March 25, 1991 (1 page). Amendment
effective August 16, 1990, incorporated
by reference from Form 10-Q,
filed November 12, 1991 (1 page).
(b) Springs' Restricted Stock Plan,
incorporated by reference from
Form 10-K, filed March 19, 1982
(6 pages). Amendment dated
August 19, 1983, incorporated by
reference from Form 10-K, filed
March 16, 1984 (1 page).
24
Item Page Number
---- -----------
(c) Employment Agreement dated
July 1, 1985, between Springs and
Walter Y. Elisha, incorporated
by reference from Form 10-K,
filed March l4, 1986 (9 pages).
(d) Springs' Deferred Compensation
Plan, as amended and restated on
December 20, 1984, incorporated
by reference from Form 10-K,
filed March 15, 1985 (17 pages).
Amendment dated June 17, 1988,
incorporated by reference from
Form 10-K, filed March 20, 1989
(1 page). Amendment effective
March 1, 1990, incorporated by
reference from Form 10-K, filed
March 26, 1990 (3 pages).
Amendment approved on December
10, 1990, incorporated by
reference from Form 10-Q, filed
May 13, 1991 (3 pages).
(e) Springs' Senior Executive
Supplemental Retirement Plan,
incorporated by reference from
Form 10-K, filed March 19, 1982
(11 pages). Amendment dated
February 26, 1987, incorporated
by reference from Form 10-K,
filed March 27, 1987 (4 pages).
Amendment dated June 20, 1991,
incorporated by reference from
Form 10-K, filed March 25, 1992
(1 page).
25
Item Page Number
---- -----------
(f) Springs' Shadow Retirement
Plan, incorporated by reference
from Form 10-K, filed March 19,
1982 (6 pages). Amendment
adopted October 18, 1990,
incorporated by reference
from Form 10-K, filed
March 25, 1991 (3 pages).
(g) Springs' Deferred Compensation
Plan for Outside Directors,
adopted April 20, 1984,
incorporated by reference from
Form 10-K, filed March 15, 1985
(19 pages). Amendment dated
February 26, 1987, incorporated
by reference from Form 10-K,
filed March 25, 1988 (1 page).
(h) Springs' Outside Directors COLI
Deferred Compensation Plan
adopted December 12, 1985,
incorporated by reference from
Form 10-K, filed March 14, 1986
(10 pages).
(i) Springs' Senior Management COLI
Deferred Compensation Plan
adopted December 12, 1985,
incorporated by reference from
Form 10-K, filed March 14, 1986
(11 pages).
(j) Springs' 1991 Incentive Stock
Plan, as approved by shareholders
on April 15, 1991, incorporated by
reference from the Company's
Proxy Statement to Shareholders
dated February 27, 1991, under
the caption "Exhibit A" on pages
A-1 through A-12 of such
Proxy Statement.
26
Item Page Number
---- -----------
(k) Springs' 1991 Restricted Stock
Plan For Outside Directors, as
approved by the Company's
shareholders on April 15,
1991, incorporated by
reference from the Company's
Proxy Statement to Shareholders
dated February 27, 1991, under the
caption "Exhibit B" on pages B-1
through B-4 of such Proxy
Statement.
(l) Springs' Amended and Restated
Achievement Incentive Plan, as
approved by the Board of Directors
on April 13, 1992, incorporated by
reference from Form 10-Q, filed
May 11, 1992 (12 pages).
Amendment approved by the Board
of Directors on February 18, 1993,
incorporated by reference from
Form 10-K, filed March 31, 1993
(10 pages).
(m) Springs' Contingent Compensation
Plan adopted by the Board of
Directors on June 20, 1991,
incorporated by reference from
Form 10-Q, filed November 12,
1991 (6 pages).
(10) Material Contracts - Other
(a) Master Agreement and Rate
Swap Agreement, dated March
24, 1986, between Springs
Industries, Inc. and the
Bank of New England, N.A.,
incorporated by reference
from Form 10-Q, filed
August 19, 1986 (12 pages).
27
Item Page Number
---- -----------
(b) Loan Agreement, dated July 7,
1986, among Springs Industries,
Inc., Wachovia Bank, N.A.,
Chemical Bank, Manufacturers
Hanover Bank (Delaware), NCNB
National Bank of North Carolina
and The South Carolina National
Bank, incorporated by reference
from Form 10-Q, filed
August 19, 1986 (66 pages).
Amendments effective June 5,
1989, and September 29, 1989,
incorporated by reference from
Form 10-K, filed March 26, 1990
(4 pages). Amendment effective
December 27, 1990, incorporated
by reference from Form 10-K,
filed March 25, 1991 (2 pages).
Amendment effective May 13,
1992, incorporated by reference
from Form 10-K, filed March 31,
1993 (2 pages). Amendment effective
March 27, 1993, filed herein
(3 pages).
(c) Note Agreement for 9.375% Senior
Notes Due July 1, 2006, dated as
of July 7, 1986, incorporated by
reference from Form 10-Q, filed
August 19, 1986 (53 pages).
Amendment effective September
29, 1989, incorporated by
reference from Form 10-K, filed
March 26, 1990 (2 pages).
Amendment effective December 27,
1990, incorporated by reference
from Form 10-K, filed March 25,
1991 (2 pages). Amendment effective
March 29, 1992, incorporated
by reference from Form 10-K, filed
March 31, 1993 (2 pages). Amendment
effective March 27, 1993, filed herein
(3 pages).
28
Item Page Number
---- -----------
(d) Long-term revolving credit
agreements among Springs and
several banks, dated February
1 or 2, 1990, as back-up for
Springs' commercial paper
program; commercial paper
issuing and paying agency
agreement between Springs and
Morgan Guaranty Trust Company
of New York dated February 5,
1990, incorporated by reference
from Form 10-K, filed March 26,
1990 (52 pages). Amendment
effective December 27, 1990,
incorporated by reference
from Form 10-K, filed March 25,
1991 (10 pages). Amendment
effective June 3, 1992, incorporated
by reference from Form 10-K, filed
March 31, 1993 (5 pages). Amendment
effective March 27, 1993, filed
herein (3 pages).
(e) Note Agreement for 9.60% Senior
Notes Due July 1, 2006, dated
as of May 29, 1991, incorporated
by reference from Form 10-K, filed
March 25, 1992 (47 pages).
Amendment effective March 29,
1992, incorporated by reference
from Form 10-K, filed March 31,
1993 (1 page). Amendment effective
March 27, 1993, filed herein (3 pages).
29
Item Page Number
---- -----------
(f) Springs' Commercial paper issuing
and paying agency agreement between
Springs and Chemical Bank dated
July 17, 1992; Commercial paper
dealer agreement between Springs
and Goldman Sachs Money Markets,
L.P. dated July 16,1992; Long-term
revolving credit agreements among
Springs and several banks, dated
July 10 - 21, 1992, as back-up for
Springs' commercial paper program;
all of which are incorporated by
reference from Form 10-Q, filed
July 31, 1992 (49 pages). Amendment
effective March 27, 1993, filed herein
(4 pages).
(g) Long-Term revolving credit
agreement between Springs and
Trust Company Bank, dated
April 1, 1993, as back-up for
Springs' commercial paper program,
incorporated by reference from
Form 10-Q, filed May 17, 1993
(4 pages).
(13) Portions of the 1993 Annual Report
to Shareholders which have been expressly
incorporated by reference filed herein
(16 pages)
(21) List of Subsidiaries of Springs,
filed herein (1 page)
(23) Consent of expert for Form S-8
Registration Statement for 1991
Incentive Stock Plan and 1991
Restricted Stock Plan for Outside
Directors filed herein (1 page)