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EXHIBIT 99
SPRINGS INDUSTRIES, INC.
PRO FORMA CONDENSED COMBINED FINANCIAL DATA (UNAUDITED)
The following unaudited pro forma balance sheet and statement of
operations reflect the combined financial position and results of operations of
Springs and Dundee. The information contained therein has been derived from
historical data included in the Springs and Dundee financial statements, and
should be read in conjunction therewith. The pro forma balance sheet at
December 31, 1994 assumes that the acquisition of Dundee occurred on that date.
The pro forma statement of operations assumes that the acquisition of Dundee was
completed on January 2, 1994.
The pro forma adjustments related to the Merger reflected in the following
balance sheet and statement of operations reflect the application of purchase
accounting and are based on the actual number of shares of Dundee Common Stock
converted into cash of 8,388 and the actual number of shares converted into
stock of 38,334. The conversion of 38,334 shares of outstanding Dundee Common
Stock into Springs Class A Common Stock is based on the maximum Reported Market
Price under the Merger Agreement, which is $38.50 per share, or 65.58442
shares. The fair value of the number of shares of Springs Class A Common Stock
issued reflects a fair value of $39.125 per share at the date of acquisition.
The six shares of Dundee Common Stock which elected to seek appraisal rights
have been treated as having received cash.
The pro forma financial information is not necessarily indicative of the
results which actually would have occurred had the transaction been in effect on
the date and for the period indicated or which may result in the future.
Further, the pro forma financial information does not reflect the potential
acquisition by Springs of substantially all of the assets of Dawson Home
Fashions, Inc., which would not have a material effect on Springs.
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SPRINGS INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1994
PRO FORMA
ADJUSTMENTS
SPRINGS DUNDEE INCREASE PRO FORMA
(HISTORICAL) (HISTORICAL) (DECREASE) COMBINED
------------ ------------ ----------- ----------
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents............. $ 769 $ 2,360 $ (1,438)(a)(n) $ 1,691
Accounts receivable................... 312,739 45,276 -- 358,015
Inventories........................... 264,161 53,709 22,175(b) 340,045
Other................................. 39,335 845 (5,446)(a)(c)(d) 34,734
------------ ------------ ----------- ----------
Total current assets.......... 617,004 102,190 15,291 734,485
------------ ------------ ----------- ----------
Property, plant and equipment........... 1,253,060 122,989 (78,801)(e)(o) 1,297,248
Accumulated depreciation.............. (697,810) (65,334) 65,334(e) (697,810)
------------ ------------ ----------- ----------
Property, plant, and equipment,
net.............................. 555,250 57,655 (13,467)(o) 599,438
------------ ------------ ----------- ----------
Other assets and deferred charges....... 116,789 5,097 1,971(c)(f) 123,857
------------ ------------ ----------- ----------
Total......................... $ 1,289,043 $164,942 $ 3,795 $1,457,780
========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
maturities of long-term debt....... $ 32,418 $ 8,200 $ -- $ 40,618
Accounts payable and accrued
liabilities........................ 211,538 12,739 2,503(c)(g) 226,780
------------ ------------ ----------- ----------
Total current liabilities..... 243,956 20,939 2,503 267,398
------------ ------------ ----------- ----------
Noncurrent liabilities:
Long-term debt........................ 265,384 19,715 21,195(o) 306,294
Long-term benefit plans and deferred
compensation....................... 144,967 2,760 4,304(h) 152,031
Deferred income taxes and other
deferred credits................... 50,645 -- (1,044)(c) 49,601
------------ ------------ ----------- ----------
Total noncurrent
liabilities................. 460,996 22,475 24,455 507,926
------------ ------------ ----------- ----------
Shareholders' equity:
Class A common stock ($0.25 par
value)............................. 2,471 -- 629(o) 3,100
Class B common stock ($0.25 par
value)............................. 1,958 -- -- 1,958
Dundee common stock ($25.00 par
value)............................. -- 1,168 (1,168)(m) --
Additional paid-in capital............ 11,413 97,736(o) 109,149
Retained earnings..................... 568,403 120,360 (120,360)(m) 568,403
Treasury stock, at cost............... (2,602) -- -- (2,602)
Currency translation adjustment....... 2,448 -- -- 2,448
------------ ------------ ----------- ----------
Shareholders' equity............... 584,091 121,528 (23,163) 682,456
------------ ------------ ----------- ----------
Total......................... $ 1,289,043 $164,942 $ 3,795 $1,457,780
========= ========= ========= =========
See accompanying notes to Pro Forma Condensed Combined Financial Statements.
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SPRINGS INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994*
PRO FORMA
ADJUSTMENTS
SPRINGS DUNDEE INCREASE PRO FORMA
(HISTORICAL) (HISTORICAL) (DECREASE) COMBINED
------------ ------------ --------- ----------
(IN THOUSANDS EXCEPT PER SHARE DATA)
Net sales................................ $ 2,068,911 $272,070 $ -- $2,340,981
------------ ------------ --------- ----------
Cost of goods sold..................... 1,632,489 237,858 (7,598)(i) 1,862,749
Selling, general and administrative
expenses............................ 300,580 30,683 3(j) 331,266
------------ ------------ --------- ----------
Operating income.................... 135,842 3,529 7,595 146,966
Interest expense....................... 29,253 1,731 1,431(k) 32,415
Other (income) expense................. (123) 1,829 -- 1,706
------------ ------------ --------- ----------
Income before income taxes............... 106,712 (31) 6,164 112,845
Income tax provision..................... 44,485 163 2,438(l) 47,086
------------ ------------ --------- ----------
Net income (loss)........................ $ 62,227 $ (194) $ 3,726 $ 65,759
========= ========= ======== =========
Net income per share..................... $ 3.50 $ 3.24
========= =========
* For purposes of this presentation, the Dundee Historical and Pro Forma results
for the year ended December 31, 1994 include the results for Dundee's August
31, 1994 fiscal year with the addition of results for the period from
September 1 through December 31, 1994 and the deduction of the results for the
similar period in 1993.
See accompanying notes to Pro Forma Condensed Combined Financial Statements.
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SPRINGS INDUSTRIES, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL DATA
(UNAUDITED)
The following pro forma adjustments (in thousands) have been applied to the
unaudited pro forma condensed combined balance sheet and the unaudited pro
forma condensed combined statement of operations of Springs Industries, Inc.
and Dundee Mills, Incorporated to give effect to the Merger as if it had
occurred on December 31, 1994 and January 2, 1994, respectively:
(a) Reflects the collection before the Effective Time by Dundee of
notes receivable in the amount of $730 from Dundee shareholders
in accordance with the Merger Agreement.
(b) Represents an increase of $22,175 to restate Dundee's LIFO
inventory to fair value.
(c) Reflects deferred taxes associated with pro forma adjustments
and the reclassification of deferred taxes to conform with
Springs' presentation, as follows: other current assets
decreased $10,390, other assets and deferred charges decreased
$936, accounts payable and accrued liabilities decreased $605,
and deferred income taxes and other deferred credits decreased
$1,044.
(d) Reflects the fair value of Dundee's forward cotton purchase
contracts in the amount of $5,674.
(e) Reflects the elimination of $65,334 of Dundee's property and
accumulated depreciation to reflect net book value.
(f) Reflects the fair value of $4,031 for excess funding in the
qualified defined benefit plans and elimination of $1,124 of
certain Dundee intangible assets.
(g) Reflects various accruals of $3,108 including transaction costs.
(h) Reflects the fair value of the benefit obligation for a
nonqualified defined benefit pension plan in the amount of
$4,304.
(i) Reflects the reduction of depreciation expense in the amount of
$7,598 due to conforming changes in depreciation methods and
depreciable lives.
(j) Reflects the discontinuation of amortization expense relating to
certain eliminated intangible assets of Dundee and the
elimination of amortization (income) expense associated with
nonqualified and qualified defined benefit pension plans (net
expense $3).
(k) Reflects additional interest expense of $1,431 associated with
long-term debt incurred to complete the Merger.
(l) Reflects the income tax expense at statutory federal and state
rates of $2,438 associated with pro forma statements of
operations adjustments.
(m) Reflects the removal of the stockholders' equity balances of
Dundee.
(n) Reflects the payment of $2,168 in management retention
compensation to be paid by Dundee immediately prior to the
Effective Date of the Merger, as permitted by the Merger
Agreement.
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(o) The allocation of Merger Consideration is summarized below (in
thousands):
Springs Class A Common Stock issued............. $ 98,365
Additional long-term debt to fund cash portion
of Merger Consideration....................... 21,195
----------
Total Merger Consideration............ 119,560
----------
Less:
Fair value of net assets acquired other than
property and equipment..................... 75,372
Historical book value of property and
equipment acquired......................... 57,655
----------
Total................................. 133,027
----------
Difference...................................... $(13,467)
========
The Springs Class A Common Stock issued would have a par value total of
$629, and additional paid in capital would increase by $97,736 based on
the fair value of Springs Class A Common Stock of $39.125 at the date of
acquisition.